Premium Standard Farms Inc/New, et al. – ‘S-4’ on 6/29/01 – EX-4.1.A

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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               170    804K 
                          Business-Combination Transaction                       
 2: EX-1.1      Placement Agreement                                   26     97K 
 3: EX-2.1      Articles of Merger                                     6     33K 
 4: EX-3.1.A    Certificate of Incorporation                          17     70K 
 5: EX-3.1.B    Certificate of Amendment                               2     17K 
14: EX-3.10     Restated By-Laws                                      20     80K 
 6: EX-3.2.A    Certificate of Incorporation                           2     19K 
 7: EX-3.2.B    Certificate of Correction                              1     16K 
 8: EX-3.4      Articles of Incorporation                              3     20K 
 9: EX-3.5      Certificate of Incorporation                           3     19K 
10: EX-3.6      Amended and Restated By-Laws                          22     88K 
11: EX-3.7      Amended and Restated By-Laws                          20     84K 
12: EX-3.8      Restated By-Laws                                      23     94K 
13: EX-3.9      Restated By-Laws                                      23     94K 
15: EX-4.1.A    Indenture                                            106    411K 
16: EX-4.1.B    Specimen Certificate                                  12     47K 
17: EX-4.2      Registration Rights Agreement                         21     82K 
18: EX-4.3.A    Credit Agreement                                      73    278K 
19: EX-4.3.B    First Amendment to Credit Agreement                   15     59K 
20: EX-4.3.C    Second Amendment to Credit Agreement                   8     41K 
21: EX-4.3.D    Third Amendment to Credit Agreement                    5     28K 
22: EX-4.3.E    Fourth Amendment to Credit Agreement                  27    102K 
23: EX-4.3.F    Fifth Amendment to Credit Agreement                   13     55K 
24: EX-4.3.G    Guaranty Agreement                                     7     39K 
25: EX-5.1      Opinion of Blackwell Sanders Peper Martin LLP          2     20K 
26: EX-10.1     1999 Equity Incentive Plan                            20     77K 
36: EX-10.10    Stock Purchase Agreement                              47    184K 
37: EX-10.11    Market Hog Contract Grower Agreement                   9     44K 
27: EX-10.2     Long-Term Incentive Plan                               9     32K 
28: EX-10.3     Executive Level Severance Plan                        13     54K 
29: EX-10.4     Vice President Level Severance Plan                   13     54K 
30: EX-10.5     Special Executive Retirement Plan                     16     69K 
31: EX-10.6.A   Premium Standard Farms Deferred Compensation Plan     17     71K 
32: EX-10.6.B   Amendment No.1 Psf Deferred Compensation Plan          2     17K 
33: EX-10.7     Consulting Agreememt                                   8     36K 
34: EX-10.8     Services Agreement                                    10     47K 
35: EX-10.9     Consulting Agreement                                   4     22K 
38: EX-12.1     Statement Re Computation of Ratio of Earnings          1     17K 
39: EX-21.1     Subsidiaries                                           1     14K 
40: EX-23.2     Consent of Arthur Andersen LLP                         1     14K 
41: EX-23.3     Consent of Kpmg LLP                                    1     14K 
42: EX-25.1     Form T-1                                              29     98K 
43: EX-25.2     Statement of Eligibility and Qualification on T-1     30    100K 
44: EX-99.1     Form of Letter                                         2     22K 
45: EX-99.2     Form of Letter of Transmittal                          9     42K 
46: EX-99.3     Form of Notice of Guaranteed Delivery                  4     24K 
47: EX-99.4     Form of Instructions                                   2     20K 
48: EX-99.5     Form of Letter to Clients                              2±    16K 
49: EX-99.6     Guidelines                                             4±    23K 

EX-4.1.A   —   Indenture
Exhibit Table of Contents

EX-4.1.A
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                                                                    EXHIBIT 4.1a

 PREMIUM STANDARD FARMS, INC.,

Issuer

 PSF GROUP HOLDINGS, INC.,

THE LUNDY PACKING COMPANY,

 PREMIUM STANDARD FARMS OF NORTH CAROLINA, INC.,

 and

LUNDY INTERNATIONAL, INC.,

Guarantors

 and

 WILMINGTON TRUST COMPANY,

 Trustee

___________________ 

 Indenture

Dated as of June 7, 2001

___________________ 

9-1/4% Senior Notes due 2011

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 CROSS-REFERENCE TABLE

                                                                [Download Table]

  TIA Sections         Indenture Sections      
  ------------         ------------------      
                                               
Section 310(a)(1)             7.10             
           (a)(2)             7.10             
           (b)                7.03; 7.08       
Section 311(a)                7.03             
           (b)                7.03             
Section 312(a)                2.04             
           (b)                11.02            
           (c)                11.02            
Section 313(a)                7.06             
           (b)(2)             7.07             
           (c)                7.05; 7.06; 11.02
           (d)                7.06             
Section 314(a)                7.05; 11.02      
           (a)(4)             4.17; 11.02      
           (c)(1)             11.03            
           (c)(2)             11.03            
           (e)                4.17; 11.04      
Section 315(a)                7.02             
           (b)                7.05; 11.02      
           (c)                7.02             
           (d)                7.02             
           (e)                6.11             
Section 316(a)(1)(A)          6.05             
           (a)(1)(B)          6.04             
           (b)                6.07             
           (c)                9.03             
Section 317(a)(1)             6.08             
           (a)(2)             6.09             
           (b)                2.05             
Section 318(a)                11.01            
           (c)                11.01            

Note: The Cross-Reference Table shall not for any purpose be deemed to be a part
of this Indenture.                                                  

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TABLE OF CONTENTS(1)

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                                                                                                  ----

                                             ARTICLE ONE                                              
                             DEFINITIONS AND INCORPORATION BY REFERENCE                               
                                                                                                      
SECTION 1.01. Definitions............................................................................1

SECTION 1.02. Incorporation by Reference of Trust Indenture Act.....................................22

SECTION 1.03. Rules of Construction.................................................................22

                                             ARTICLE TWO                                              
                                              THE NOTES                                               

SECTION 2.01. Form and Dating.......................................................................23

SECTION 2.02. Restrictive Legends...................................................................24

SECTION 2.03. Execution, Authentication and Denominations...........................................26

SECTION 2.04. Registrar and Paying Agent............................................................26

SECTION 2.05. Paying Agent to Hold Money in Trust...................................................27

SECTION 2.06. Transfer and Exchange.................................................................27

SECTION 2.07. Book-Entry Provisions for Global Notes................................................28

SECTION 2.08. Special Transfer Provisions...........................................................30

SECTION 2.09. Replacement Notes.....................................................................33

SECTION 2.10. Outstanding Notes.....................................................................33

SECTION 2.11. Temporary Notes.......................................................................34

SECTION 2.12. Cancellation..........................................................................34

SECTION 2.13. CUSIP Numbers.........................................................................34

SECTION 2.14. Defaulted Interest....................................................................34

----------------------------                                                    
Note: The Table of Contents shall not for any purposes be deemed to be a part of
this Indenture.                                                     

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SECTION 2.15. Issuance of Additional Notes..........................................................35

                                            ARTICLE THREE                                             
                                             REDEMPTION                                               

SECTION 3.01. Right of Redemption...................................................................35

SECTION 3.02. Notices to Trustee....................................................................35

SECTION 3.03. Selection of Notes to Be Redeemed.....................................................36

SECTION 3.04. Notice of Redemption..................................................................36

SECTION 3.05. Effect of Notice of Redemption........................................................37

SECTION 3.06. Deposit of Redemption Price...........................................................37

SECTION 3.07. Payment of Notes Called for Redemption................................................37

SECTION 3.08. Notes Redeemed in Part................................................................37

                                            ARTICLE FOUR                                              
                                              COVENANTS                                               

SECTION 4.01. Payment of Notes......................................................................38

SECTION 4.02. Maintenance of Office or Agency.......................................................38

SECTION 4.03. Limitation on Indebtedness............................................................38

SECTION 4.04. Limitation on Restricted Payments.....................................................41

SECTION 4.05. Limitation on Dividend and Other Payment Restrictions Affecting Restricted              
              Subsidiaries..........................................................................45

SECTION 4.06. Limitation on the Issuance and Sale of Capital Stock of Restricted Subsidiaries.......46

SECTION 4.07. Limitation on Issuances of Guarantees by Restricted Subsidiaries......................47

SECTION 4.08. Limitation on Transactions with Stockholders and Affiliates...........................48

SECTION 4.09. Limitation on Liens...................................................................49

SECTION 4.10. Limitation on Sale-Leaseback Transactions.............................................50

SECTION 4.11. Limitation on Asset Sales.............................................................50

SECTION 4.12. Repurchase of Notes upon a Change of Control..........................................52

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SECTION 4.13. Existence.............................................................................52

SECTION 4.14. Payment of Taxes and Other Claims.....................................................52

SECTION 4.15. Maintenance of Properties and Insurance...............................................52

SECTION 4.16. Notice of Defaults....................................................................53

SECTION 4.17. Compliance Certificates...............................................................53

SECTION 4.18. Commission Reports and Reports to Holders.............................................53

SECTION 4.19. Waiver of Stay, Extension or Usury Laws...............................................54

SECTION 4.20. Issuance of Subsidiary Guarantees by Restricted Subsidiaries..........................54

                                            ARTICLE FIVE                                              
                                        SUCCESSOR CORPORATION                                         

SECTION 5.01. When Company or Guarantors May Merge, Etc.............................................54

SECTION 5.02. Successor Substituted.................................................................56

                                             ARTICLE SIX                                              
                                        DEFAULT AND REMEDIES                                          

SECTION 6.01. Events of Default.....................................................................56

SECTION 6.02. Acceleration..........................................................................58

SECTION 6.03. Other Remedies........................................................................59

SECTION 6.04. Waiver of Past Defaults...............................................................59

SECTION 6.05. Control by Majority...................................................................59

SECTION 6.06. Limitation on Suits...................................................................59

SECTION 6.07. Rights of Holders to Receive Payment..................................................60

SECTION 6.08. Collection Suit by Trustee............................................................60

SECTION 6.09. Trustee May File Proofs of Claim......................................................60

SECTION 6.10. Priorities............................................................................61

SECTION 6.11. Undertaking for Costs.................................................................61

SECTION 6.12. Restoration of Rights and Remedies....................................................61

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SECTION 6.13. Rights and Remedies Cumulative........................................................61

SECTION 6.14. Delay or Omission Not Waiver..........................................................61

                                            ARTICLE SEVEN                                             
                                               TRUSTEE                                                

SECTION 7.01. General...............................................................................62

SECTION 7.02. Certain Rights of Trustee.............................................................62

SECTION 7.03. Individual Rights of Trustee..........................................................63

SECTION 7.04. Trustee's Disclaimer..................................................................63

SECTION 7.05. Notice of Default.....................................................................63

SECTION 7.06. Reports by Trustee to Holders.........................................................64

SECTION 7.07. Compensation and Indemnity............................................................64

SECTION 7.08. Replacement of Trustee................................................................65

SECTION 7.09. Successor Trustee by Merger, Etc......................................................66

SECTION 7.10. Eligibility...........................................................................66

SECTION 7.11. Money Held in Trust...................................................................66

                                            ARTICLE EIGHT                                             
                                       DISCHARGE OF INDENTURE                                         

SECTION 8.01. Termination of Company's Obligations..................................................66

SECTION 8.02. Defeasance and Discharge of Indenture.................................................67

SECTION 8.03. Defeasance of Certain Obligations.....................................................69

SECTION 8.04. Application of Trust Money............................................................70

SECTION 8.05. Repayment to Company..................................................................71

SECTION 8.06. Reinstatement.........................................................................71

                                            ARTICLE NINE                                              
                                 AMENDMENTS, SUPPLEMENTS AND WAIVERS                                  

SECTION 9.01. Without Consent of Holders............................................................71

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SECTION 9.02.  With Consent of Holders...............................................................72

SECTION 9.03.  Revocation and Effect of Consent......................................................73

SECTION 9.04.  Notation on or Exchange of Notes......................................................73

SECTION 9.05.  Trustee to Sign Amendments, Etc.......................................................73

SECTION 9.06.  Conformity with Trust Indenture Act...................................................74

                                              ARTICLE TEN                                              
                                          GUARANTEE OF NOTES                                           

SECTION 10.01. Note Guarantee........................................................................74

SECTION 10.02. Obligations Unconditional.............................................................76

SECTION 10.03. Release of Note Guarantees............................................................76

SECTION 10.04. Notice to Trustee.....................................................................76

SECTION 10.05. This Article Not to Prevent Events of Default.........................................77

                                            ARTICLE ELEVEN                                             
                                             MISCELLANEOUS                                             

SECTION 11.01. Trust Indenture Act of 1939...........................................................77

SECTION 11.02. Notices...............................................................................77

SECTION 11.03. Certificate and Opinion as to Conditions Precedent....................................78

SECTION 11.04. Statements Required in Certificate or Opinion.........................................78

SECTION 11.05. Rules by Trustee, Paying Agent or Registrar...........................................79

SECTION 11.06. Payment Date Other Than a Business Day................................................79

SECTION 11.07. Governing Law.........................................................................79

SECTION 11.08. No Adverse Interpretation of Other Agreements.........................................79

SECTION 11.09. No Recourse Against Others............................................................79

SECTION 11.10. Successors............................................................................80

SECTION 11.11. Duplicate Originals...................................................................80

SECTION 11.12. Separability..........................................................................80

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SECTION 11.13.  Table of Contents, Headings, Etc......................................................80 

EXHIBIT A   Form of Note..............................................................................A-1
EXHIBIT B   Form of Certificate.......................................................................B-1
EXHIBIT C   Form of Certificate to Be Delivered in Connection with Transfers                             
            Pursuant to Non-QIB Accredited Investors..................................................C-1
EXHIBIT D   Form of Certificate to Be Delivered in Connection with                                       
            Transfers Pursuant to Regulation S........................................................D-1

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                INDENTURE, dated as of June 7, 2001 between PREMIUM STANDARD
FARMS, INC., a Delaware corporation (the "Company"), PSF Group Holdings, Inc., a
Delaware corporation, The Lundy Packing Company, a North Carolina corporation,  
Premium Standard Farms of North Carolina, Inc., a Delaware corporation, and     
Lundy International Inc., a North Carolina corporation (collectively, the       
"Guarantors"), as guarantors, and WILMINGTON TRUST COMPANY, a Delaware banking  
corporation, trustee (the "Trustee").                                           

RECITALS

                 The Company has duly authorized the execution and delivery of
this Indenture to provide for the issuance initially of up to $175,000,000      
aggregate principal amount of the Company's 9-1/4% Senior Notes due 2011 (the   
"Notes") issuable as provided in this Indenture. All things necessary to make   
this Indenture a valid agreement of the Company and each Guarantor, in          
accordance with its terms, have been done, and the Company and each Guarantor   
have done all things necessary to make the Notes, when executed by the Company  
and authenticated and delivered by the Trustee hereunder and duly issued by the 
Company, valid obligations of the Company as hereinafter provided.              

               This Indenture is subject to, and shall be governed by, the
provisions of the Trust Indenture Act of 1939, as amended, that are required to 
be a part of and to govern indentures qualified under the Trust Indenture Act of
1939, as amended.                                                               

 AND THIS INDENTURE FURTHER WITNESSETH

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

ARTICLE ONE 
DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01. Definitions.                  

          "Acquired Indebtedness" means Indebtedness of a Person
existing at the time such Person becomes a Restricted Subsidiary or Indebtedness
of a Restricted Subsidiary assumed in connection with an Asset Acquisition by   
such Restricted Subsidiary; provided such Indebtedness was not Incurred in      
connection with or in contemplation of such Person becoming a Restricted        
Subsidiary or such Asset Acquisition.                                           

                 "Adjusted Consolidated Net Income" means, for any period, the
aggregate net income (or loss) of the Company and its Restricted Subsidiaries   
for such period determined in conformity with GAAP; provided that the following 
items shall be excluded in computing Adjusted Consolidated Net Income (without  
duplication):                                                                   

            (i) the net income (or loss) of any Person that is not a
        Restricted Subsidiary, except to the extent of the amount of dividends
   or other distributions actually paid to the Company or any of its
Restricted Subsidiaries;                                      

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                (ii) the net income (or loss) of any Person accrued prior to
  the date it becomes a Restricted Subsidiary or is merged into or
        consolidated with the Company or any of its Restricted Subsidiaries or
        all or substantially all of the property and assets of such Person are
acquired by the Company or any of its Restricted Subsidiaries;

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

                 (iv) any gains or losses (on an after-tax basis) attributable
   to sales of assets outside the ordinary course of business of the
Company and its Restricted Subsidiaries;                      

        (v) solely for purposes of calculating the amount of
    Restricted Payments that may be made pursuant to clause (C) of the
first paragraph of Section 4.04, any amount paid or accrued as
         dividends on Preferred Stock of the Company owned by Persons other than
the Company and any of its Restricted Subsidiaries; and       

            (vi) all extraordinary gains and, solely for purposes of
calculating the Interest Coverage Ratio, extraordinary losses.

               "Adjusted Consolidated Net Tangible Assets" means the total
amount of assets of the Company and its Restricted Subsidiaries (less applicable
depreciation, amortization and other valuation reserves), except to the extent  
resulting from write-ups of capital assets (excluding write-ups in connection   
with accounting for acquisitions in conformity with GAAP), after deducting      
therefrom (i) all current liabilities of the Company and its Restricted         
Subsidiaries (excluding intercompany items) and (ii) all goodwill, trade names, 
trademarks, patents, unamortized debt discount and expense and other like       
intangibles, all as set forth on the most recent quarterly or annual            
consolidated balance sheet of the Company and its Restricted Subsidiaries,      
prepared in conformity with GAAP and filed with the Commission or provided to   
the Trustee.                                                                    

                 "Affiliate" means, as applied to any Person, any other Person
directly or indirectly controlling, controlled by, or under direct or indirect  
common control with, such Person. For purposes of this definition, "control"    
(including, with correlative meanings, the terms "controlling," "controlled by" 
and "under common control with"), as applied to any Person, means the           
possession, directly or indirectly, of the power to direct or cause the         
direction of the management and policies of such Person, whether through the    
ownership of voting securities, by contract or otherwise.                       

              "Agent" means any Registrar, Co-Registrar, Paying Agent or
authenticating agent.                                                           

                "Agent Members" has the meaning provided in Section 2.07(a).

                 "Asset Acquisition" means (i) an investment by the Company or
any of its Restricted Subsidiaries in any other Person pursuant to which such   
Person shall become a                                                           

2 

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Restricted Subsidiary or shall be merged into or consolidated with the Company  
or any of its Restricted Subsidiaries; provided that such Person's primary      
business is, in the judgment of the Board of Directors of the Company, related, 
ancillary or complementary to the businesses of the Company and its Restricted  
Subsidiaries on the date of such investment or (ii) an acquisition by the       
Company or any of its Restricted Subsidiaries of the property and assets of any 
Person other than the Company or any of its Restricted Subsidiaries that        
constitute substantially all of a division or line of business of such Person;  
provided that the property and assets acquired are, in the judgment of the Board
of Directors of the Company, related, ancillary or complementary to the         
businesses of the Company and its Restricted Subsidiaries on the date of such   
acquisition.                                                                    

                  "Asset Disposition" means the sale or other disposition by the
Company or any of its Restricted Subsidiaries (other than to the Company or     
another Restricted Subsidiary) of (i) all or substantially all of the Capital   
Stock of any Restricted Subsidiary or (ii) all or substantially all of the      
assets that constitute a division or line of business of the Company or any of  
its Restricted Subsidiaries.                                                    

              "Asset Sale" means any sale, transfer or other disposition
(including by way of merger, consolidation or sale-leaseback transaction) in one
transaction or a series of related transactions by the Company or any of its    
Restricted Subsidiaries to any Person other than the Company or any of its      
Restricted Subsidiaries of (i) all or any of the Capital Stock of any Restricted
Subsidiary, (ii) all or substantially all of the property and assets of an      
operating unit or business of the Company or any of its Restricted Subsidiaries 
or (iii) any other property and assets (other than the Capital Stock or other   
Investment in an Unrestricted Subsidiary) of the Company or any of its          
Restricted Subsidiaries outside the ordinary course of business of the Company  
or such Restricted Subsidiary and, in each case, that is not governed by Article
Five of this Indenture; provided that "Asset Sale" shall not include (a) sales  
or other dispositions of inventory, receivables and other current assets, (b)   
sales, transfers or other dispositions of assets constituting a Permitted       
Investment or Restricted Payment permitted to be made under Section 4.04, (c)   
sales, transfers or other dispositions of assets with a fair market value not in
excess of $1.0 million in any transaction or series of related transactions, or 
(d) any sale, transfer, assignment or other disposition of any property or      
equipment that has become damaged, worn out, obsolete or otherwise unsuitable   
for use in connection with the business of the Company or its Restricted        
Subsidiaries.                                                                   

           "Average Life" means, at any date of determination with
respect to any debt security, the quotient obtained by dividing (i) the sum of  
the products of (a) the number of years from such date of determination to the  
dates of each successive scheduled principal payment of such debt security and  
(b) the amount of such principal payment by (ii) the sum of all such principal  
payments.                                                                       

               "Board of Directors" means, with respect to any Person, the
Board of Directors such Person or any duly authorized committee of such Board of
Directors.                                                                      

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

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             "Business Day" means any day except a Saturday, Sunday or
other day on which commercial banks in The City of New York or Wilmington,      
Delaware are authorized by law to close.                                        

                  "Capital Stock" means, with respect to any Person, any and all
shares, interests, participations or other equivalents (however designated,     
whether voting or non-voting) in equity of such Person, whether outstanding on  
the Closing Date or issued thereafter, including, without limitation, all Common
Stock and Preferred Stock.                                                      

                  "Capitalized Lease" means, as applied to any Person, any lease
of any property (whether real, personal or mixed) of which the discounted       
present value of the rental obligations of such Person as lessee, in conformity 
with GAAP, is required to be capitalized on the balance sheet of such Person.   

                "Capitalized Lease Obligations" means the discounted present
value of the rental obligations under a Capitalized Lease.                      

            "Change of Control" means such time as (i) a "person" or
"group" (within the meaning of Sections 13(d) and 14(d)(2) of the Exchange Act),
other than the Existing Stockholders and their Affiliates, becomes the ultimate 
"beneficial owner" (as defined in Rule 13d-3 under the Exchange Act) of more    
than 50% of the total voting power of the Voting Stock of the Company on a fully
diluted basis; (ii) a "person" or "group" (within the meaning of Sections 13(d) 
and 14(d)(2) of the Exchange Act), other than the Existing Stockholders and     
their Affiliates, becomes the ultimate "beneficial owner" (as defined in Rule   
13d-3 under the Exchange Act) of more than 50% of the total voting power of the 
Voting Stock of PSF Group Holdings on a fully diluted basis; or (iii)           
individuals who on the Closing Date constitute the Board of Directors of the    
Company or PSF Group Holdings (together with any new directors whose election by
the Board of Directors of the Company or PSF Group Holdings, as the case may be,
or whose nomination by the Board of Directors of the Company or PSF Group       
Holdings, as the case may be, for election by the Company's or PSF Group        
Holdings' stockholders, as the case may be, was approved by a vote of at least a
majority of the members of the Board of Directors of the Company or PSF Group   
Holdings, as the case may be, then in office who either were members of the     
Board of Directors of the Company or PSF Group Holdings, as the case may be, on 
the Closing Date or whose election or nomination for election was previously so 
approved) cease for any reason to constitute a majority of the members of the   
Board of Directors of the Company or PSF Group Holdings, as the case may be,    
then in office.                                                                 

        "Closing Date" means the date on which the Notes are
originally issued under this Indenture.                                         

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

               "Commodity Agreement" means any forward contract, commodity
swap agreement, commodity option agreement or other similar agreement or        
arrangement.                                                                    

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                 "Common Stock" means, with respect to any Person, any and all
shares, interests, participations or other equivalents (however designated,     
whether voting or non-voting) of such Person's equity, other than Preferred     
Stock of such Person, whether outstanding on the Closing Date or issued         
thereafter, including, without limitation, all series and classes of such common
stock.                                                                          

                  "Company" means the party named as such in the first paragraph
of this Indenture until a successor replaces it pursuant to Article Five of this
Indenture and thereafter means the successor.                                   

                  "Company Order" means a written request or order signed in the
name of the Company (i) by its Chairman, a Vice Chairman, its President or a    
Vice President and (ii) by its Treasurer, an Assistant Treasurer, its Secretary 
or an Assistant Secretary and delivered to the Trustee; provided, however, that 
such written request or order may be signed by any two of the officers or       
directors listed in clause (i) above in lieu of being signed by one of such     
officers or directors listed in such clause (i) and one of the officers listed  
in clause (ii) above.                                                           

         "Consolidated EBITDA" means, for any period, Adjusted
Consolidated Net Income for such period plus, to the extent such amount was     
deducted in calculating such Adjusted Consolidated Net Income: (i) Consolidated 
Interest Expense, (ii) income taxes, (iii) depreciation expense, (iv)           
amortization expense, (v) non-recurring fees and expenses incurred in connection
with the consummation of any acquisition in an aggregate amount not to exceed 5%
of the total consideration of such acquisition and (vi) all other non-cash items
reducing Adjusted Consolidated Net Income (other than items that will require   
cash payments and for which an accrual or reserve is, or is required by GAAP to 
be, made), less all non-cash items increasing Adjusted Consolidated Net Income, 
all as determined on a consolidated basis for the Company and its Restricted    
Subsidiaries in conformity with GAAP; provided that, if any Restricted          
Subsidiary is not a Wholly Owned Restricted Subsidiary, Consolidated EBITDA     
shall be reduced (to the extent not otherwise reduced in accordance with GAAP)  
by an amount equal to (a) the amount of the Adjusted Consolidated Net Income    
attributable to such Restricted Subsidiary multiplied by (b) the percentage     
ownership interest in the income of such Restricted Subsidiary not owned on the 
last day of such period by the Company or any of its Restricted Subsidiaries.   

              "Consolidated Interest Expense" means, for any period, the
aggregate amount of interest in respect of Indebtedness (including, without     
limitation, amortization of original issue discount on any Indebtedness and the 
interest portion of any deferred payment obligation, calculated in accordance   
with the effective interest method of accounting; all commissions, discounts and
other fees and charges owed with respect to letters of credit and bankers'      
acceptance financing; the net costs associated with Interest Rate Agreements    
(provided that if Interest Rate Agreements result in net benefits rather than   
costs, such benefits shall be credited in determining Consolidated Interest     
Expense unless, pursuant to GAAP, such net benefits are otherwise reflected in  
Consolidated Net Income); and Indebtedness that is Guaranteed or secured by the 
Company or any of its Restricted Subsidiaries) and all but the principal        
component of rentals in respect of Capitalized Lease Obligations paid, accrued  
or scheduled to be paid or to be accrued by the Company and its Restricted      
Subsidiaries during such period; excluding, however, (i) any amount of such     
interest of any Restricted Subsidiary if the net income of such Restricted      

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Subsidiary is excluded in the calculation of Adjusted Consolidated Net Income   
pursuant to clause (iii) of the definition thereof (but only in the same        
proportion as the net income of such Restricted Subsidiary is excluded from the 
calculation of Adjusted Consolidated Net Income pursuant to clause (iii) of the 
definition thereof) and (ii) any premiums, fees and expenses (and any           
amortization thereof) payable in connection with the offering of the Notes, all 
as determined on a consolidated basis (without taking into account Unrestricted 
Subsidiaries) in conformity with GAAP.                                          

                  "Consolidated Net Worth" means, with respect to any Person, at
any date of determination, stockholders' equity as set forth on the most        
recently available quarterly or annual consolidated balance sheet of such Person
and its Restricted Subsidiaries (which shall be as of a date not more than 90   
days prior to the date of such computation, and which shall not take into       
account Unrestricted Subsidiaries), plus, to the extent not included, any       
Preferred Stock of such Person, less any amounts attributable to Disqualified   
Stock or any equity security convertible into or exchangeable for Indebtedness, 
the cost of treasury stock and the principal amount of any promissory notes     
receivable from the sale of the Capital Stock of such Person or any of its      
Restricted Subsidiaries, each item to be determined in conformity with GAAP     
(excluding the effects of foreign currency exchange adjustments under Financial 
Accounting Standards Board Statement of Financial Accounting Standards No. 52). 

             "ContiGroup" means ContiGroup Companies, Inc., a Delaware
corporation.                                                                    

               "Corporate Trust Office" means the office of the Trustee at
which the corporate trust business of the Trustee shall, at any particular time,
be principally administered, which office is, at the date of this Indenture,    
located at Rodney Square North, 1100 North Market Street, Wilmington, Delaware  
19890; Attention: Corporate Trust Department.                                   

             "Credit Agreement" means the Credit Agreement between the
Company, the lenders party thereto and U.S. Bancorp Ag Credit, Inc. (formerly   
FBS Ag Credit, Inc.), as Agent, dated August 27, 1997, together with all        
agreements, instruments and documents executed or delivered pursuant thereto and
in connection therewith, in each case as amended, supplemented, extended,       
renewed, replaced (by one or more credit facilities or debt instruments         
supplemental thereto) or otherwise modified from time to time including, without
limitation, any agreement increasing the amount of, extending the maturity of,  
refinancing (in whole or in part) or otherwise restructuring (including, but not
limited to, by the inclusion of additional or different lenders thereunder,     
additional borrowers or guarantors thereof or by the addition of collateral or  
other credit enhancement to support the obligations thereunder) all or any      
portion of the Indebtedness under such agreement or any successor agreement or  
agreements (regardless of when incurred).                                       

             "Currency Agreement" means any foreign exchange contract,
currency swap agreement or other similar agreement or arrangement.              

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

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                  "Depositary" means The Depository Trust Company, its nominees,
and their respective successors.                                                

             "Disqualified Stock" means any class or series of Capital
Stock of any Person that by its terms or otherwise is (i) required to be        
redeemed prior to the Stated Maturity of the Notes, (ii) redeemable at the      
option of the holder of such class or series of Capital Stock at any time prior 
to the Stated Maturity of the Notes or (iii) convertible into or exchangeable   
for Capital Stock referred to in clause (i) or (ii) above or Indebtedness having
a scheduled maturity prior to the Stated Maturity of the Notes; provided that   
any Capital Stock that would not constitute Disqualified Stock but for          
provisions thereof giving holders thereof the right to require such Person to   
repurchase or redeem such Capital Stock upon the occurrence of an "asset sale"  
or "change of control" occurring prior to the Stated Maturity of the Notes shall
not constitute Disqualified Stock if the "asset sale" or "change of control"    
provisions applicable to such Capital Stock are no more favorable to the holders
of such Capital Stock than the provisions contained in Section 4.11 and Section 
4.12 and such Capital Stock specifically provides that such Person will not     
repurchase or redeem any such stock pursuant to such provision prior to the     
Company's repurchase of such Notes as are required to be repurchased pursuant to
Section 4.11 and Section 4.12.                                                  

                "Event of Default" has the meaning provided in Section 6.01.

               "Excess Proceeds" has the meaning provided in Section 4.11.

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

        "Exchange Notes" means any securities of the Company
containing terms identical to the Notes (except that such Exchange Notes shall  
be registered under the Securities Act) that are issued and exchanged for the   
Notes pursuant to the Registration Rights Agreement and this Indenture.         

              "Existing Stockholders" means (i) PSF Group Holdings; (ii)
ContiGroup; (iii) Mary Ann Fribourg; (iv) each of the five children of Michel   
Fribourg; and (v) any lineal descendants of any of the five children of Michel  
Fribourg; provided that any such descendant shall only be deemed to be an       
"Existing Stockholder" to the extent such descendant acquired beneficial        
ownership of stock of the Company or PSF Group Holdings directly or indirectly  
from Mary Ann Fribourg or any of the five children of Michel Fribourg.          

                "fair market value" means the price that would be paid in an
arm's-length transaction between an informed and willing seller under no        
compulsion to sell and an informed and willing buyer under no compulsion to buy,
as determined in good faith by the Board of Directors, whose determination shall
be conclusive if evidenced by a Board Resolution.                               

               "Foreign Subsidiary" means any Restricted Subsidiary of the
Company that is an entity which is a controlled foreign corporation under       
Section 957 of the Internal Revenue Code.                                       

                "GAAP" means generally accepted accounting principles in the
United States of America as in effect as of the Closing Date, including, without
limitation, those set forth in the opinions and pronouncements of the Accounting
Principles Board of the American Institute of                                   

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Certified Public Accountants and statements and pronouncements of the Financial 
Accounting Standards Board or in such other statements by such other entity as  
approved by a significant segment of the accounting profession. All ratios and  
computations contained or referred to in this Indenture shall be computed in    
conformity with GAAP applied on a consistent basis, except that calculations    
made for purposes of determining compliance with the terms of the covenants and 
with other provisions of this Indenture shall be made without giving effect to  
(i) the amortization of any expenses incurred in connection with the offering of
the Notes and (ii) except as otherwise provided, the amortization of any amounts
required or permitted by Accounting Principles Board Opinion Nos. 16 and 17.    

            "Global Notes" has the meaning provided in Section 2.01.

                 "Guarantee" means any obligation, contingent or otherwise, of
any Person directly or indirectly guaranteeing any Indebtedness of any other    
Person and, without limiting the generality of the foregoing, any obligation,   
direct or indirect, contingent or otherwise, of such Person (i) to purchase or  
pay (or advance or supply funds for the purchase or payment of) such            
Indebtedness of such other Person (whether arising by virtue of partnership     
arrangements, or by agreements to keep-well, to purchase assets, goods,         
securities or services (unless such purchase arrangements are on arm's-length   
terms and are entered into in the ordinary course of business), to take-or-pay, 
or to maintain financial statement conditions or otherwise) or (ii) entered into
for purposes of assuring in any other manner the obligee of such Indebtedness of
the payment thereof or to protect such obligee against loss in respect thereof  
(in whole or in part); provided that the term "Guarantee" shall not include     
endorsements for collection or deposit in the ordinary course of business. The  
term "Guarantee" used as a verb has a corresponding meaning.                    

                 "Guaranteed Indebtedness" has the meaning provided in Section
4.07.                                                                           

         "Guarantor" means each of PSF Group Holdings and each
Subsidiary Guarantor until (a) a successor replaces it pursuant to Article Five 
of this Indenture and thereafter means the successor or (b) it is released from 
its Guarantee pursuant to the terms of this Indenture.                          

               "Holder" or "Noteholder" means the registered holder of any
Note.                                                                           

             "Incur" means, with respect to any Indebtedness, to incur
create, issue, assume, Guarantee or otherwise become liable for or with respect 
to, or become responsible for, the payment of, contingently or otherwise, such  
Indebtedness; provided that (i) any Indebtedness of a Person existing at the    
time such Person becomes a Restricted Subsidiary will be deemed to be incurred  
by such Restricted Subsidiary at the time that it becomes a Restricted          
Subsidiary and (ii) neither the accrual of interest nor the accretion of        
original issue discount shall be considered an Incurrence of Indebtedness.      

                "Indebtedness" means, with respect to any Person at any date
of determination (without duplication):                                         

           (i) all indebtedness of such Person for borrowed money;

           (ii) all obligations of such Person evidenced by bonds,
         debentures, notes or other similar instruments (other than, in the case
of the Company and the Subsidiary                             

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      Guarantors, any non-negotiable bonds, debentures or notes or similar
      instruments of the Company or any Subsidiary Guarantor issued to its
 insurance carriers in lieu of maintenance of policy reserves in
        connection with workers' compensation and liability insurance programs
of the Company or any Subsidiary Guarantor);                  

                 (iii) all obligations of such Person in respect of letters of
credit or other similar instruments (including reimbursement  
  obligations with respect thereto, but excluding obligations with
  respect to letters of credit (including trade letters of credit)
       securing obligations (other than obligations described in (i) or (ii)
        above or (v), (vi) or (vii) below) entered into in the ordinary course
         of business of such Person to the extent such letters of credit are not
        drawn upon or, if drawn upon, to the extent such drawing is reimbursed
       no later than the third Business Day following receipt by such Person
of a demand for reimbursement);                               

               (iv) all obligations of such Person to pay the deferred and
        unpaid purchase price of property or services, which purchase price is
     due more than six months after the date of placing such property in
        service or taking delivery and title thereto or the completion of such
services, except Trade Payables;                              

(v) all Capitalized Lease Obligations;      

               (vi) all Indebtedness of other Persons secured by a Lien on
       any asset of such Person, whether or not such Indebtedness is assumed
        by such Person; provided that the amount of such Indebtedness shall be
       the lesser of (a) the fair market value of such asset at such date of
determination and (b) the amount of such Indebtedness;        

              (vii) all Indebtedness of other Persons Guaranteed by such
      Person to the extent such Indebtedness is Guaranteed by such Person;
and                                                           

       (viii) to the extent not otherwise included in this
         definition, obligations under Commodity Agreements, Currency Agreements
         and Interest Rate Agreements (other than Commodity Agreements, Currency
        Agreements and Interest Rate Agreements designed solely to protect the
Company or its Restricted Subsidiaries against fluctuations in
         commodity prices, foreign currency exchange rates or interest rates and
         that do not increase the Indebtedness of the obligor outstanding at any
  time other than as a result of fluctuations in commodity prices,
         foreign currency exchange rates or interest rates or by reason of fees,
indemnities and compensation payable thereunder).             

                 The amount of Indebtedness of any Person at any date shall be
the outstanding balance at such date of all unconditional obligations as        
described above and, with respect to contingent obligations, the maximum        
liability upon the occurrence of the contingency giving rise to the obligation, 
assuming such contingency had occurred on such date, provided                   

      (A) that the amount outstanding at any time of any
        Indebtedness issued with original issue discount is the face amount of
 such Indebtedness less the remaining unamortized portion of the
         original issue discount of such Indebtedness at such time as determined
in conformity with GAAP,                                      

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            (B) that money borrowed and set aside at the time of the
        Incurrence of any Indebtedness in order to pre-fund the payment of the
        interest on such Indebtedness shall not be deemed to be "Indebtedness"
       so long as such money is held to secure the payment of such interest;
        provided that the release of such money to make such interest payments
shall not constitute an Incurrence of Indebtedness and        

(C) that Indebtedness shall not include:    

                          (x) any liability for federal, state, local or other
taxes,                                      

                         (y) performance, surety or appeal bonds provided in
the ordinary course of business or          

                   (z) agreements providing for indemnification,
           adjustment of purchase price or similar obligations, or
                Guarantees or letters of credit, surety bonds or performance
               bonds securing any obligations of the Company or any of its
               Restricted Subsidiaries pursuant to such agreements, in any
           case Incurred in connection with the disposition of any
         business, assets or Restricted Subsidiary (other than
               Guarantees of Indebtedness Incurred by any Person acquiring
             all or any portion of such business, assets or Restricted
                 Subsidiary for the purpose of financing such acquisition), so
             long as the principal amount does not to exceed the gross
               proceeds actually received by the Company or any Restricted
   Subsidiary in connection with such disposition.

                 "Indenture" means this Indenture as originally executed or as
it may be amended or supplemented from time to time by one or more indentures   
supplemental to this Indenture entered into pursuant to the applicable          
provisions of this Indenture.                                                   

           "Initial Subsidiary Guarantors" means The Lundy Packing
Company, Premium Standard Farms of North Carolina, Inc., and Lundy              
International, Inc.                                                             

                 "Institutional Accredited Investor" means an institution that
is an "accredited investor" as that term is defined in Rule 501(a)(1), (2), (3) 
or (7) under the Securities Act.                                                

                 "Interest Coverage Ratio" means, on any Transaction Date, the
ratio of (i) the aggregate amount of Consolidated EBITDA for the then most      
recent four fiscal quarters prior to such Transaction Date for which reports    
have been filed with the Commission or provided to the Trustee (the "Four       
Quarter Period") to (ii) the aggregate Consolidated Interest Expense during such
Four Quarter Period. In making the foregoing calculation, (A) pro forma effect  
shall be given to any Indebtedness Incurred or repaid during the period (the    
"Reference Period") commencing on the first day of the Four Quarter Period and  
ending on the Transaction Date (other than Indebtedness Incurred or repaid under
a revolving credit or similar arrangement to the extent of the commitment       
thereunder (or under any predecessor revolving credit or similar arrangement) in
effect on the last day of such Four Quarter Period unless any portion of such   
Indebtedness is projected, in the reasonable judgment of the senior management  
of the Company, to remain outstanding for a period in excess of 12 months from  
the date of the Incurrence thereof), in each case as if such Indebtedness had   
been Incurred or repaid on the first day of such Reference Period; (B)          
Consolidated Interest Expense attributable to interest on any Indebtedness      

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(whether existing or being Incurred) computed on a pro forma basis and bearing a
floating interest rate shall be computed as if the rate in effect on the        
Transaction Date (taking into account any Interest Rate Agreement applicable to 
such Indebtedness if such Interest Rate Agreement has a remaining term in excess
of 12 months or, if shorter, at least equal to the remaining term of such       
Indebtedness) had been the applicable rate for the entire period; (C) pro forma 
effect shall be given to Asset Dispositions and Asset Acquisitions (including   
giving pro forma effect to the application of proceeds of any Asset Disposition)
that occur during such Reference Period as if they had occurred and such        
proceeds had been applied on the first day of such Reference Period; and (D) pro
forma effect shall be given to asset dispositions and asset acquisitions        
(including giving pro forma effect to the application of proceeds of any asset  
disposition) that have been made by any Person that has become a Restricted     
Subsidiary or has been merged with or into the Company or any Restricted        
Subsidiary during such Reference Period and that would have constituted Asset   
Dispositions or Asset Acquisitions had such transactions occurred when such     
Person was a Restricted Subsidiary as if such asset dispositions or asset       
acquisitions were Asset Dispositions or Asset Acquisitions that occurred on the 
first day of such Reference Period; provided that, to the extent that clause (C)
or (D) of this sentence requires that pro forma effect be given to an Asset     
Acquisition or Asset Disposition, such pro forma calculation shall be based upon
the four full fiscal quarters immediately preceding the Transaction Date of the 
Person, or division or line of business of the Person, that is acquired or      
disposed for which financial information is available.                          

                  "Interest Payment Date" means each semiannual interest payment
date on June 15 and December 15 of each year, commencing December 15, 2001.     

                "Interest Rate Agreement" means any interest rate protection
agreement, interest rate future agreement, interest rate option agreement,      
interest rate swap agreement, interest rate cap agreement, interest rate collar 
agreement, interest rate hedge agreement, option or future contract or other    
similar agreement or arrangement.                                               

           "Investment" in any Person means any direct or indirect
advance, loan or other extension of credit (including, without limitation, by   
way of Guarantee or similar arrangement; but excluding advances to customers or 
suppliers in the ordinary course of business that are, in conformity with GAAP, 
recorded as accounts receivable, prepaid expenses or deposits on the balance    
sheet of the Company or its Restricted Subsidiaries and endorsements for        
collection or deposit arising in the ordinary course of business) or capital    
contribution to (by means of any transfer of cash or other property to others or
any payment for property or services for the account or use of others), or any  
purchase or acquisition of Capital Stock, bonds, notes, debentures or other     
similar instruments issued by, such Person and shall include (i) the designation
of a Restricted Subsidiary as an Unrestricted Subsidiary and (ii) the retention 
of the Capital Stock (or any other Investment) by the Company or any of its     
Restricted Subsidiaries, of (or in) any Person that has ceased to be a          
Restricted Subsidiary, including without limitation, by reason of any           
transaction permitted by clause (iii) or (iv) of Section 4.06. For purposes of  
the definition of "Unrestricted Subsidiary" and Section 4.04, (a) the amount of 
or a reduction in an Investment shall be equal to the fair market value thereof 
at the time such Investment is made or reduced and (b) in the event the Company 
or a Restricted Subsidiary makes an Investment by transferring assets to any    
Person and as part of such transaction receives Net Cash Proceeds, the amount of
such Investment shall be the fair market value of the assets less the amount of 
Net                                                                             

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Cash Proceeds so received, provided the Net Cash Proceeds are applied in        
accordance with clause (i)(A) or (ii)(B) of Section 4.11.                       

         "L&S Farms" means L&S Farms, a North Carolina general
partnership.                                                                    

         "Lien" means any mortgage, pledge, security interest,
encumbrance, lien or charge of any kind (including, without limitation, any     
conditional sale or other title retention agreement or lease in the nature      
thereof or any agreement to give any security interest).                        

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

"Net Cash Proceeds" means:                  

                  (a) with respect to any Asset Sale, the proceeds of such Asset
     Sale in the form of cash or cash equivalents, including payments in
         respect of deferred payment obligations (to the extent corresponding to
      the principal, but not interest, component thereof) when received in
       the form of cash or cash equivalents and proceeds from the conversion
        of other property received when converted to cash or cash equivalents,
         net of (i) brokerage commissions and other fees and expenses (including
      fees and expenses of counsel and investment bankers) related to such
      Asset Sale; (ii) provisions for all taxes (whether or not such taxes
      will actually be paid or are payable) as a result of such Asset Sale
         without regard to the consolidated results of operations of the Company
        and its Restricted Subsidiaries, taken as a whole; (iii) payments made
       to repay Indebtedness or any other obligation outstanding at the time
         of such Asset Sale that either (x) is secured by a Lien on the property
        or assets sold or (y) is required to be paid as a result of such sale;
  (iv) all distributions and other payments required to be made to
       minority interest holders in any Restricted Subsidiary as a result of
         such Asset Sale, provided that such distributions and payments are made
        to such holders on a pro rata basis based on such holder's interest in
        such Restricted Subsidiary; and (v) appropriate amounts to be provided
      by the Company or any Restricted Subsidiary as a reserve against any
 liabilities associated with such Asset Sale, including, without
    limitation, pension and other post-employment benefit liabilities,
        liabilities related to environmental matters and liabilities under any
     indemnification obligations associated with such Asset Sale, all as
determined in conformity with GAAP; and                       

                 (b) with respect to a capital contribution or any issuance or
     sale of Capital Stock, the proceeds of such issuance or sale in the
    form of cash or cash equivalents, including payments in respect of
  deferred payment obligations (to the extent corresponding to the
      principal, but not interest, component thereof) when received in the
      form of cash or cash equivalents and proceeds from the conversion of
         other property received when converted to cash or cash equivalents, net
   of attorneys' fees, accountants' fees, underwriters' or placement
      agents' fees, discounts or commissions and brokerage, consultant and
         other fees incurred in connection with such issuance or sale and net of
taxes paid or payable as a result thereof.                    

               "Non-U.S. Person" means a person who is not a "U.S. person"
(as defined in Regulation S).                                                   

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                  "Note Guarantee" means any Guarantee of the obligations of the
Company under this Indenture and the Notes by any Guarantor.                    

                "Notes" means any of the securities, as defined in the first
paragraph of the recitals hereof, that are authenticated and delivered under    
this Indenture. For all purposes of this Indenture, the term "Notes" shall      
include the Notes initially issued on the Closing Date, any Exchange Notes to be
issued and exchanged for any Notes pursuant to the Registration Rights Agreement
and this Indenture and any other Notes issued after the Closing Date under this 
Indenture. For purposes of this Indenture, all Notes shall vote together as one 
series of Notes under this Indenture.                                           

               "Offer to Purchase" means an offer to purchase Notes by the
Company from the Holders commenced by mailing a notice to the Trustee and each  
Holder stating:                                                                 

                  (1) the covenant pursuant to which the offer is being made and
       that all Notes validly tendered will be accepted for payment on a pro
rata basis;                                                   

                (2) the purchase price and the date of purchase (which shall
       be a Business Day no earlier than 30 days nor later than 60 days from
    the date such notice is mailed) (the "Payment Date"); ------------

          (3) that any Note not tendered will continue to accrue
interest pursuant to its terms;                               

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

                  (5) that Holders electing to have a Note purchased pursuant to
        the Offer to Purchase will be required to surrender the Note, together
        with the form entitled "Option of the Holder to Elect Purchase" on the
        reverse side of the Note completed, to the Paying Agent at the address
        specified in the notice prior to the close of business on the Business
Day immediately preceding the Payment Date;                   

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

                 (7) that Holders whose Notes are being purchased only in part
       will be issued new Notes equal in principal amount to the unpurchased
         portion of the Notes surrendered; provided that each Note purchased and
  each new Note issued shall be in a principal amount of $1,000 or
integral multiples of $1,000.                                 

                 On the Payment Date, the Company shall (a) accept for payment
on a pro rata basis Notes or portions thereof tendered pursuant to an Offer to  
Purchase; (b) deposit with the Paying Agent money sufficient to pay the purchase
price of all Notes or portions thereof so                                       

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accepted; and (c) deliver, or cause to be delivered, to the Trustee all Notes or
portions thereof so accepted together with an Officers' Certificate specifying  
the Notes or portions thereof accepted for payment by the Company. The Paying   
Agent shall promptly mail to the Holders of Notes so accepted payment in an     
amount equal to the purchase price, and the Trustee shall promptly authenticate 
and mail to such Holders a new Note equal in principal amount to any unpurchased
portion of the Note surrendered; provided that each Note purchased and each new 
Note issued shall be in a principal amount of $1,000 or integral multiples of   
$1,000. The Company shall publicly announce the results of an Offer to Purchase 
as soon as practicable after the Payment Date. The Trustee shall act as the     
Paying Agent for an Offer to Purchase. The Company shall comply with 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 the event that the   
Company is required to repurchase Notes pursuant to an Offer to Purchase.       

                  "Officer" means, with respect to the Company, (i) the Chairman
of the Board, any Vice Chairman of the Board, the Chief Executive Officer, the  
President, any Vice President or the Chief Financial Officer, and (ii) the      
Treasurer or any Assistant Treasurer, or the Secretary or any Assistant         
Secretary.                                                                      

             "Officers' Certificate" means a certificate signed by one
Officer listed in clause (i) of the definition thereof and one Officer listed in
clause (ii) of the definition thereof or two officers listed in clause (i) of   
the definition thereof. Each Officers' Certificate (other than certificates     
provided pursuant to TIA Section 314(a)(4)) shall include the statements        
provided for in TIA Section 314(e).                                             

              "Offshore Global Note" has the meaning provided in Section
2.01.                                                                           

                 "Offshore Physical Notes" has the meaning provided in Section
2.01.                                                                           

                "Opinion of Counsel" means a written opinion signed by legal
counsel reasonably acceptable to the Trustee, who may be an employee of or      
counsel to the Company, that meets the requirements of Section 11.04. Each such 
Opinion of Counsel shall include the statements provided for in TIA Section     
314(e).                                                                         

            "Paying Agent" has the meaning provided in Section 2.04,
except that, for the purposes of Article Eight, the Paying Agent shall not be   
the Company or a Subsidiary of the Company or an Affiliate of any of them. The  
term "Paying Agent" includes its successors and assigns and any additional      
Paying Agent.                                                                   

                "Payment Date" has the meaning provided in the definition of
Offer to Purchase. "Permanent Offshore Global Notes" has the meaning provided in
Section 2.01.                                                                   

"Permitted Investment" means:               

                 (i) an Investment in the Company or a Subsidiary Guarantor or
   a person which will, upon the making of such Investment, become a
   Subsidiary Guarantor or be merged or consolidated with or into or
        transfer or convey all or substantially all its assets to, the Company
         or a Subsidiary Guarantor; provided that such person's primary business

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         is related, ancillary or complementary to the businesses of the Company
 and its Restricted Subsidiaries on the date of such Investment;

(ii) Temporary Cash Investments;            

               (iii) payroll, travel and similar advances to cover matters
         that are expected at the time of such advances ultimately to be treated
as expenses in accordance with GAAP;                          

                (iv) stock, obligations or securities received in settlement
      of debts created in the ordinary course of business and owing to the
        Company or any Restricted Subsidiary pursuant to a work-out or similar
       arrangement or proceeding or in satisfaction of judgments or pursuant
to any plan of reorganization or similar arrangement upon the 
bankruptcy or insolvency of a debtor;                         

              (v) an Investment in an Unrestricted Subsidiary consisting
solely of an Investment in another Unrestricted Subsidiary;   

           (vi) Commodity Agreements, Interest Rate Agreements and
   Currency Agreements designed solely to protect the Company or its
   Restricted Subsidiaries against fluctuations in commodity prices,
interest rates or foreign currency exchange rates;            

             (vii) loans and advances to employees and officers of the
         Company and its Restricted Subsidiaries in an amount not to exceed $2.0
million outstanding at any time;                              

        (viii) Investments existing on the Closing Date; and

          (ix) Investments having an aggregate fair market value
        (measured on the date each such Investment was made and without giving
       effect to subsequent changes in value), in an aggregate amount not to
       exceed 5% of Adjusted Consolidated Net Tangible Assets (determined as
         of the date of the last fiscal quarter for which a consolidated balance
   sheet of the Company and its Subsidiaries has been filed with the
         Commission or provided to the Trustee) at any time outstanding plus the
net reduction in Investments made pursuant to this clause (ix)
      resulting from distributions on or repayments of such Investments or
      from the Net Cash Proceeds from the sale or other disposition of any
        such Investment (except in each case to the extent of any gain on such
  sale or disposition that would be included in the calculation of
   Adjusted Consolidated Net Income for purposes of clause (C)(1) of
    Section 4.04) or from such Person becoming a Restricted Subsidiary
         (valued in each case as provided in the definition of "Investments") or
      the release of any Guarantee; provided that the net reduction in any
Investment shall not exceed the amount of such Investment.    

"Permitted Liens" means:                    

             (i) Liens for taxes, assessments, governmental charges or
         claims that are not yet delinquent or are being contested in good faith
     by appropriate legal proceedings promptly instituted and diligently
      conducted and for which a reserve or other appropriate provision, if
         any, as shall be required in conformity with GAAP shall have been made;

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                  (ii) statutory and common law Liens of landlords and carriers,
         warehousemen, mechanics, suppliers, materialmen, repairmen, agisters or
other similar Liens arising in the ordinary course of business
        (including construction of facilities) and with respect to amounts not
      yet delinquent or being contested in good faith by appropriate legal
        proceedings promptly instituted and diligently conducted and for which
        a reserve or other appropriate provision, if any, as shall be required
in conformity with GAAP shall have been made;                 

                (iii) Liens incurred or deposits made in the ordinary course
    of business in connection with workers' compensation, unemployment
insurance and other types of social security and other similar
legislation;                                                  

                  (iv) Liens incurred or deposits made to secure the performance
         of tenders, bids, leases, statutory or regulatory obligations, bankers'
         acceptances, surety and appeal bonds, government contracts, performance
       and return-of-money bonds, warranty obligations and other obligations
 of a similar nature incurred in the ordinary course of business
         (including to facilitate the purchase, shipment or storage of inventory
   or goods but exclusive of obligations for the payment of borrowed
money);                                                       

                 (v) easements, rights-of-way, municipal and zoning ordinances
and similar charges, encumbrances, title defects or other     
   irregularities that do not materially interfere with the ordinary
course of business of the Company or any of its Restricted    
Subsidiaries;                                                 

          (vi) leases or subleases granted to others that do not
  materially interfere with the ordinary course of business of the
Company and its Restricted Subsidiaries, taken as a whole;    

                 (vii) Liens encumbering property or assets under construction
        arising from progress or partial payments by a customer of the Company
     or its Restricted Subsidiaries relating to such property or assets;

            (viii) any interest or title of a lessor in the property
subject to any Capitalized Lease or operating lease;          

          (ix) Liens arising from filing Uniform Commercial Code
financing statements regarding leases or consignments;        

              (x) Liens on property of, or on shares of Capital Stock or
       Indebtedness of, any Person existing at the time such Person becomes,
     or becomes a part of, any Restricted Subsidiary; provided that such
       Liens do not extend to or cover any property or assets of the Company
or any Restricted Subsidiary other than the property or assets
acquired;                                                     

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

                 (xii) Liens arising from the rendering of a final judgment or
      order against the Company or any Restricted Subsidiary that does not
give rise to an Event of Default;                             

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                (xiii) Liens securing reimbursement obligations with respect
 to letters of credit that encumber documents and other property
  relating to such letters of credit and the products and proceeds
thereof;                                                      

           (xiv) Liens in favor of customs and revenue authorities
   arising as a matter of law to secure payment of customs duties in
connection with the importation of goods;                     

                (xv) Liens encumbering customary initial deposits and margin
  deposits, and other Liens that are within the general parameters
  customary in the industry and incurred in the ordinary course of
business, in each case, securing Indebtedness under Commodity 
       Agreements, Interest Rate Agreements and Currency Agreements designed
     solely to protect the Company or any of its Restricted Subsidiaries
 from fluctuations in interest rates, currencies or the price of
commodities;                                                  

                 (xvi) Liens arising out of conditional sale, title retention,
        consignment or similar arrangements for the sale of goods entered into
      by the Company or any of its Restricted Subsidiaries in the ordinary
course of business;                                           

               (xvii) Liens on shares of Capital Stock of any Unrestricted
    Subsidiary to secure Indebtedness of such Unrestricted Subsidiary;

             (xviii) Liens on or sales of receivables and the proceeds
thereof;                                                      

                 (xix) Liens securing obligations to a trustee pursuant to the
  compensation and indemnity provisions of any indenture and Liens
       securing compensation and indemnity obligations to a trustee or agent
      with respect to any security interest granted in connection with any
Indebtedness permitted under the terms of this Indenture; and 

                 (xx) Liens on property or assets used to defease Indebtedness
that was not incurred in violation of this Indenture.         

                 "Person" means an individual, a corporation, a partnership, a
limited liability company, an association, a trust or any other entity or       
organization, including a government or political subdivision or an agency or   
instrumentality thereof.                                                        

              "Physical Notes" has the meaning provided in Section 2.01.

                "Preferred Stock" means, with respect to any Person, any and
all shares, interests, participations or other equivalents (however designated, 
whether voting or non-voting) of such Person's preferred or preference equity,  
whether outstanding on the Closing Date or issued thereafter, including, without
limitation, all series and classes of such preferred or preference stock.       

                  "principal" of a debt security, including the Notes, means the
principal amount due on the Stated Maturity as shown on such debt security.     

             "Private Placement Legend" means the legend initially set
forth on the Notes in the form set forth in Section 2.02.                       

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          "PSF Group Holdings" means PSF Group Holdings, Inc., a
Delaware corporation and its successors.                                        

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

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

                "Redemption Price" means, when used with respect to any Note
to be redeemed, the price at which such Note is to be redeemed pursuant to this 
Indenture.                                                                      

         "Registrar" has the meaning provided in Section 2.04.

                 "Registration Rights Agreement" means the registration rights
agreement among the Company, the Guarantors, Morgan Stanley & Co. Incorporated  
and J.P. Morgan Securities Inc. dated June 4, 2001.                             

                "Registration Statement" means the Registration Statement as
defined and described in the Registration Rights Agreement.                     

                  "Regular Record Date" for the interest payable on any Interest
Payment Date means the June 1 or December 1 (whether or not a Business Day), as 
the case may be, next preceding such Interest Payment Date.                     

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

               "Replacement Assets" means, on any date, property or assets
(other than current assets) of a nature or type or that are used in a business  
(or an Investment in a company having property or assets of a nature or type, or
engaged in a business) similar or related to the nature or type of the property 
and assets of, or the business of, the Company and its Restricted Subsidiaries  
existing on such date.                                                          

                 "Responsible Officer," when used with respect to the Trustee,
means any officer of the Trustee in its Corporate Trust Office with direct      
responsibility for the administration of this Indenture and also means, with    
respect to a particular corporate trust matter, any other officer to whom such  
matter is referred because of his or her knowledge of and familiarity with the  
particular subject.                                                             

             "Restricted Payments" has the meaning provided in Section
4.04.                                                                           

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

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

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

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

                 "Security Register" has the meaning provided in Section 2.04.

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

                 "Significant Subsidiary" means, at any date of determination,
any Restricted Subsidiary that, together with its Subsidiaries, (i) for the most
recent fiscal year of the Company, accounted for more than 10% of the           
consolidated revenues of the Company and its Restricted Subsidiaries or (ii) as 
of the end of such fiscal year, was the owner of more than 10% of the           
consolidated assets of the Company and its Restricted Subsidiaries, all as set  
forth on the most recently available consolidated financial statements of the   
Company for such fiscal year.                                                   

         "Stated Maturity" means, (i) with respect to any debt
security, the date specified in such debt security as the fixed date on which   
the final installment of principal of such debt security is due and payable and 
(ii) with respect to any scheduled installment of principal of or interest on   
any debt security, the date specified in such debt security as the fixed date on
which such installment is due and payable.                                      

       "Subsidiary" means, with respect to any Person, any
corporation, association or other business entity of which more than 50% of the 
voting power of the outstanding Voting Stock is owned, directly or indirectly,  
by such Person and one or more other Subsidiaries of such Person.               

              "Subsidiary Guarantee" means any Guarantee by a Restricted
Subsidiary of the Company of the obligations of the Company under this          
Indenture.                                                                      

                 "Subsidiary Guarantor" means any Initial Subsidiary Guarantor
and any other Restricted Subsidiary which Guarantees the Company's obligations  
under this Indenture.                                                           

           "Temporary Cash Investment" means any of the following:

                 (i) direct obligations of the United States of America or any
       agency thereof or obligations fully and unconditionally guaranteed by
the United States of America or any agency thereof;           

                 (ii) time deposit accounts, certificates of deposit and money
     market deposits maturing within one year of the date of acquisition
       thereof or demand deposits issued by a bank or trust company which is
     organized under the laws of the United States of America, any state
   thereof or any foreign country recognized by the United States of
   America, and which bank or trust company has capital, surplus and
         undivided profits aggregating in excess of $100 million (or the foreign
      currency equivalent thereof) and has outstanding debt which is rated
   "A" (or such similar equivalent rating) or higher by at least one
      nationally recognized statistical rating organization (as defined in
       Rule 436 under the Securities Act) or any money market fund sponsored
by a registered broker dealer or mutual fund distributor;     

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                (iii) repurchase obligations with a term of not more than 30
     days for underlying securities of the types described in clause (i)
above entered into with a bank or trust company meeting the   
qualifications described in clause (ii) above;                

                (iv) commercial paper, maturing not more than one year after
 the date of acquisition, issued by a corporation (other than an
        Affiliate of the Company) organized and in existence under the laws of
        the United States of America, any state thereof or any foreign country
         recognized by the United States of America with a rating at the time as
        of which any investment therein is made of "P-1" (or higher) according
to Moody's or "A-1" (or higher) according to S&P;             

               (v) securities with maturities of one year or less from the
       date of acquisition issued or fully and unconditionally guaranteed by
       any state, commonwealth or territory of the United States of America,
        or by any political subdivision or taxing authority thereof, and rated
at least "A" by S&P or Moody's;                               

            (vi) any mutual fund that has at least 95% of its assets
        continuously invested in investments of the types described in clauses
(i) through (v) above; and                                    

            (vii) in the case of Foreign Subsidiaries, in short term
investments comparable to the foregoing.                      

                 "Temporary Offshore Global Notes" has the meaning provided in
Section 2.01.                                                                   

                "TIA" or "Trust Indenture Act" means the Trust Indenture Act
of 1939 (15 U.S. Code Sections 77aaa-77bbbb), as in effect on the date          
this Indenture was executed, except as provided in Section 9.06.                

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

               "Transaction Date" means, with respect to the Incurrence of
any Indebtedness, the date such Indebtedness is to be Incurred and, with respect
to any Restricted Payment, the date such Restricted Payment is to be made.      

                  "Trustee" means the party named as such in the first paragraph
of this Indenture until a successor replaces it in accordance with the          
provisions of Article Seven of this Indenture and thereafter means such         
successor.                                                                      

               "United States Bankruptcy Code" means the Bankruptcy Reform
Act of 1978, as amended and as codified in Title 11 of the United States Code,  
as amended from time to time hereafter, or any successor federal bankruptcy law.

                 "Unrestricted Subsidiary" means (i) L&S Farms, (ii) any other
Subsidiary of the Company that at the time of determination shall be designated 
an Unrestricted Subsidiary by the Board of Directors in the manner provided     
below, and (iii) any Subsidiary of an Unrestricted                              

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Subsidiary. The Board of Directors may designate any Restricted Subsidiary      
(including any newly acquired or newly formed Subsidiary of the Company) to be  
an Unrestricted Subsidiary unless such Subsidiary owns any Capital Stock of, or 
owns or holds any Lien on any property of, the Company or any Restricted        
Subsidiary; provided that (a) any Guarantee by the Company or any Restricted    
Subsidiary of any Indebtedness of the Subsidiary being so designated shall be   
deemed an "Incurrence" of such Indebtedness and an "Investment" by the Company  
or such Restricted Subsidiary (or both, if applicable) at the time of such      
designation; (b) either (A) the Subsidiary to be so designated has total assets 
of $1,000 or less or (B) if such Subsidiary has assets greater than $1,000, such
designation would be permitted under Section 4.04; and (c) if applicable, the   
Incurrence of Indebtedness and the Investment referred to in clause (a) of this 
proviso would be permitted under Section 4.03 and Section 4.04. The Board of    
Directors may designate any Unrestricted Subsidiary to be a Restricted          
Subsidiary; provided that (I) no Default or Event of Default shall have occurred
and be continuing at the time of or after giving effect to such designation and 
(II) all Liens and Indebtedness of such Unrestricted Subsidiary outstanding     
immediately after such designation would, if Incurred at such time, have been   
permitted to be Incurred (and shall be deemed to have been Incurred) for all    
purposes of this Indenture. 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. Global Notes" has the meaning provided in Section 2.01.

               "U.S. Government Obligations" means securities that 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 at any time prior
to the Stated Maturity of the Notes, and shall also include a depository receipt
issued by a bank or trust company as custodian with respect to any such U.S.    
Government Obligation or a specific payment of interest on or principal of any  
such U.S. Government Obligation 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 Obligation or the specific payment of interest on
or principal of the U.S. Government Obligation evidenced by such depository     
receipt.                                                                        

               "U.S. Physical Notes" means the Notes issued in the form of
permanent certificated Notes in registered form in substantially the form set   
forth in Exhibit A to Institutional Accredited Investors which are not QIBs     
(excluding Non-U.S. Persons).                                                   

                  "Voting Stock" means with respect to any Person, Capital Stock
of any class or kind ordinarily having the power to vote for the election of    
directors, managers or other voting members of the governing body of such       
Person.                                                                         

               "Wholly Owned" means, with respect to any Subsidiary of any
Person, the ownership of all of the outstanding Capital Stock of such Subsidiary
(other than any director's                                                      

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qualifying shares or Investments by foreign nationals mandated by applicable    
law) by such Person or one or more Wholly Owned Subsidiaries of such Person.    

               SECTION 1.02. 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 or a Noteholder;

     "indenture to be qualified" means this Indenture;

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

                  "obligor" on the indenture securities means the Company or any
other obligor on the Notes.                                                     

                  All other TIA terms used in this Indenture that are defined by
the TIA, defined by TIA reference to another statute or defined by a rule of the
Commission and not otherwise defined herein have the meanings assigned to them  
therein.                                                                        

SECTION 1.03.     Rules of Construction.  Unless the context otherwise requires:

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

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

(iii) "or" is not exclusive;                

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

               (v) provisions apply to successive events and transactions;

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

                (vii) all ratios and computations based on GAAP contained in
       this Indenture shall be computed in accordance with the definition of
GAAP set forth in Section 1.01; and                           

          (viii) all references to Sections or Articles refer to
    Sections or Articles of this Indenture unless otherwise indicated.

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ARTICLE TWO 
 THE NOTES

              SECTION 2.01. Form and Dating. The Notes and the Trustee's
certificate of authentication shall be substantially in the form annexed hereto 
as Exhibit A with such appropriate insertions, omissions, substitutions and     
other variations as are required or permitted by this Indenture. The Notes may  
have notations, legends or endorsements required by law, stock exchange         
agreements to which the Company or the Guarantors are subject or usage. The     
Company shall approve the form of the Notes and any notation, legend or         
endorsement on the Notes. Each Note shall be dated the date of its              
authentication.                                                                 

               The terms and provisions contained in the form of the Notes
annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a  
part of this Indenture. To the extent applicable, the Company, each Guarantor   
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 one or more permanent Global Notes in registered
form, substantially in the form set forth in Exhibit A (the "U.S. Global        
Notes"), registered in the name of the nominee of the Depositary, deposited with
the Trustee, as custodian for the Depositary, duly executed by the Company and  
authenticated by the Trustee as hereinafter provided. The aggregate principal   
amount of the U.S. Global Notes may from time to time be increased or decreased 
by adjustments made on the records of the Trustee, as custodian for the         
Depositary or its nominee, in accordance with the instructions given by the     
Holder thereof, as hereinafter provided.                                        

                  Notes offered and sold in offshore transactions in reliance on
Regulation S shall be issued initially in the form of one or more temporary     
Global Notes in registered form substantially in the form set forth in Exhibit A
(the "Temporary Offshore Global Notes"), registered in the name of the nominee  
of the Depositary, deposited with the Trustee, as custodian for the Depositary, 
duly executed by the Company and authenticated by the Trustee as hereinafter    
provided. At any time on or after July 17, 2001, upon receipt by the Trustee and
the Company of a certificate substantially in the form of Exhibit B hereto, one 
or more permanent global Notes in registered form substantially in the form set 
forth in Exhibit A (the "Permanent Offshore Global Notes"; and together with the
Temporary Offshore Global Notes, the "Offshore Global Notes") duly executed by  
the Company and authenticated by the Trustee as hereinafter provided shall be   
deposited with the Trustee, as custodian for the Depositary or its nominee, and 
the Registrar shall reflect on its books and records the date and a decrease in 
the principal amount of the Temporary Offshore Global Notes in an amount equal  
to the principal amount of the beneficial interest in the Temporary Offshore    
Global Notes transferred.                                                       

           Notes transferred to Institutional Accredited Investors
pursuant to Section 2.08(a) of this Indenture shall be issued in the form of    
permanent certificated Notes in registered form in substantially the form set   
forth in Exhibit A (the "U.S. Physical Notes"). Notes issued pursuant to Section
2.07 in exchange for interests in the Offshore Global Notes shall be in the form
of permanent certificated Notes in registered form substantially in the form set
forth in Exhibit A (the "Offshore Physical Notes").                             

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           The Offshore Physical Notes and U.S. Physical Notes are
sometimes collectively herein referred to as the "Physical Notes." The U.S.     
Global Notes and the Offshore Global Notes are sometimes referred to herein as  
the "Global Notes."                                                             

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

                 SECTION 2.02. Restrictive Legends. Unless and until a Note is
exchanged for an Exchange Note or sold in connection with an effective          
Registration Statement pursuant to the Registration Rights Agreement, (i) the   
U.S. Global Notes and U.S. Physical Notes shall bear the legend set forth below 
on the face thereof, (ii) the Offshore Physical Notes, until at least the 41st  
day after the Closing Date and receipt by the Company and the Trustee of a      
certificate substantially in the form of Exhibit B hereto, and the Temporary    
Offshore Global Notes shall bear the legend set forth below on the face thereof 
and (iii) the Company shall have obtained a CUSIP or CINS number (if then       
generally in use) with respect to the unlegended Offshore Physical Note or      
Offshore Global Note, as the case may be.                                       

        THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
        AMENDED (THE "SECURITIES ACT"), AND ACCORDINGLY, MAY NOT BE OFFERED OR
        SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF,
    U.S. PERSONS EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS
ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A
    "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE
         SECURITIES ACT) OR (B) IT IS AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS
      DEFINED IN RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE
       SECURITIES ACT) (AN "INSTITUTIONAL ACCREDITED INVESTOR") OR (C) IT IS
         NOT A U.S. PERSON AND IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION
      IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT, (2) AGREES
        THAT IT WILL NOT, WITHIN THE TIME PERIOD REFERRED TO UNDER RULE 144(k)
       UNDER THE SECURITIES ACT AS IN EFFECT ON THE DATE OF TRANSFER OF THIS
    NOTE, RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO PREMIUM
     STANDARD FARMS, INC. OR ANY OF ITS SUBSIDIARIES, (B) TO A QUALIFIED
       INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES
  ACT, (C) INSIDE THE UNITED STATES TO AN INSTITUTIONAL ACCREDITED
   INVESTOR THAT, PRIOR TO SUCH TRANSFER, FURNISHES TO THE TRUSTEE A
 SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS
    RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS NOTE (THE FORM OF
       WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE), AND, IF SUCH TRANSFER
       IS IN RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT OF LESS THAN $100,000,
       AN OPINION OF COUNSEL ACCEPTABLE TO PREMIUM STANDARD FARMS, INC. THAT
         SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT, (D) OUTSIDE THE
      UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904
UNDER THE SECURITIES                                          

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       ACT, (E) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE
   144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR (F) PURSUANT TO AN
   EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (3)
 AGREES THAT IT WILL DELIVER 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 THE TIME PERIOD
        REFERRED TO IN RULE 144(K) UNDER THE SECURITIES ACT AFTER THE ORIGINAL
ISSUANCE OF THE NOTE, THE HOLDER MUST TRANSFER AND SUBMIT THIS
CERTIFICATE TO THE TRUSTEE. IF THE PROPOSED TRANSFEREE IS AN  
        INSTITUTIONAL ACCREDITED INVESTOR OR NON-U.S. PERSON, THE HOLDER MUST,
     PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE AND PREMIUM STANDARD
         FARMS, 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 MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE
  SECURITIES ACT. THE INDENTURE CONTAINS A PROVISION REQUIRING THE
         TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF THIS NOTE IN VIOLATION OF
THE FOREGOING RESTRICTIONS.                                   

                 Each Global Note, whether or not an Exchange Note, shall also
bear the following legend on the face thereof:                                  

         UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY 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 THE NAME OF SUCH
     OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
        DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO.
         OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
     OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE
         HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.  

       TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE,
         BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR
        SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE
        SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN SECTION 2.08 OF THE INDENTURE.                   

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              SECTION 2.03. Execution, Authentication and Denominations.
Subject to Article Four and applicable law, the aggregate principal amount of   
Notes which may be authenticated and delivered under this Indenture is          
unlimited. The Notes shall be executed by two Officers of the Company. The      
signature of these Officers on the Notes may be by facsimile or manual signature
in the name and on behalf of the Company.                                       

              If an Officer whose signature is on a Note no longer holds
that office at the time the Trustee or authenticating agent authenticates the   
Note, the Note shall be valid nevertheless.                                     

                 A Note shall not be valid until the Trustee or authenticating
agent manually signs the certificate of authentication on the Note. The         
signature shall be conclusive evidence that the Note has been authenticated     
under this Indenture.                                                           

                 At any time and from time to time after the execution of this
Indenture, the Trustee or an authenticating agent shall upon receipt of a       
Company Order authenticate for original issue Notes in the aggregate principal  
amount specified in such Company Order; provided that the Trustee shall be      
entitled to receive an Officers' Certificate and an Opinion of Counsel of the   
Company in connection with such authentication of Notes. Such Company Order     
shall specify the amount of Notes to be authenticated and the date on which the 
original issue of Notes is to be authenticated and, in case of an issuance of   
Notes pursuant to Section 2.15, shall certify that such issuance is in          
compliance with Article Four.                                                   

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

               The Notes shall be issuable only in registered form without
coupons and only in denominations of $1,000 in principal amount and any integral
multiple thereof.                                                               

               SECTION 2.04. Registrar and Paying Agent. The Company shall
maintain an office or agency where Notes may be presented for registration of   
transfer or for exchange (the "Registrar"), an office or agency where Notes may 
be presented for payment (the "Paying Agent") and an office or agency where     
notices and demands to or upon the Company in respect of the Notes and this     
Indenture may be served, which shall be in the Borough of Manhattan, The City of
New York. The Company shall cause the Registrar to keep a register of the Notes 
and of their transfer and exchange (the "Security Register"). The Security      
Register shall be in written form or any other form capable of being converted  
into written form within a reasonable time. The Company may have one or more    
co-Registrars and one or more additional Paying Agents.                         

                The Company shall enter into an appropriate agency agreement
with any Agent not a party to this Indenture. The agreement shall implement the 
provisions of this Indenture that relate to such Agent. The Company shall give  
prompt written notice to the Trustee of the name and address of any such Agent  
and any change in the address of such Agent. If the Company fails to maintain a 
Registrar, Paying Agent and/or agent for service of notices and demands, the    
Company shall appoint the Trustee to act as, and the Trustee shall act as, such 
Registrar, Paying                                                               

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Agent and/or agent for service of notices and demands. The Company may remove   
any Agent upon written notice to such Agent and the Trustee; provided that no   
such removal shall become effective until (i) the acceptance of an appointment  
by a successor Agent to such Agent as evidenced by an appropriate agency        
agreement entered into by the Company and such successor Agent and delivered to 
the Trustee or (ii) notification to the Trustee that the Trustee shall serve as 
such Agent until the appointment of a successor Agent in accordance with clause 
(i) of this proviso. The Company, any Subsidiary of the Company, or any         
Affiliate of any of them may act as Paying Agent, Registrar or co-Registrar,    
and/or agent for service of notice and demands.                                 

        The Company hereby initially appoints the Trustee as
Registrar, Paying Agent and authenticating agent. 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 Holders and shall otherwise comply with TIA    
Section 312(a). If the Trustee is not the Registrar, the Company shall furnish  
to the Trustee as of each Regular Record Date and at such other times as the    
Trustee may reasonably request the names and addresses of Holders as they appear
in the Security Register, including the aggregate principal amount of Notes held
by each Holder.                                                                 

                SECTION 2.05. Paying Agent to Hold Money in Trust. Not later
than 11:00 a.m. (New York City time) on each due date of the principal, premium,
if any, and interest on any Notes, the Company shall deposit with the Paying    
Agent money in immediately available funds sufficient to pay such principal,    
premium, if any, and interest so becoming due. The Company shall require each   
Paying Agent other than the Trustee to agree in writing that such Paying Agent  
shall hold in trust for the benefit of the Holders or the Trustee all money held
by the Paying Agent for the payment of principal of, premium, if any, and       
interest on the Notes (whether such money has been paid to it by the Company or 
any other obligor on the Notes), and such Paying Agent shall promptly notify the
Trustee of any default by the Company (or any other obligor on the Notes) in    
making any such payment. The Company at any time may require a Paying Agent to  
pay all money held by it to the Trustee and account for any funds disbursed, and
the Trustee may at any time during the continuance of any payment default, upon 
written request to a Paying Agent, require such Paying Agent to pay all money   
held by it to the Trustee and to account for any funds disbursed. Upon doing so,
the Paying Agent shall have no further liability for the money so paid over to  
the Trustee. If the Company or any Subsidiary of the Company or any Affiliate of
any of them acts as Paying Agent, it will, on or before each due date of any    
principal of, premium, if any, or interest on the Notes, segregate and hold in a
separate trust fund for the benefit of the Holders a sum of money sufficient to 
pay such principal, premium, if any, or interest so becoming due until such sum 
of money shall be paid to such Holders or otherwise disposed of as provided in  
this Indenture, and will promptly notify the Trustee of its action or failure to
act.                                                                            

               SECTION 2.06. Transfer and Exchange. The Notes are issuable
only in registered form. A Holder may transfer a Note only by written           
application to the Registrar stating the name of the proposed transferee and    
otherwise complying with the terms of this Indenture. No such transfer shall be 
effected until, and such transferee shall succeed to the rights of a Holder only
upon, final acceptance and registration of the transfer by the Registrar in the 
Security Register. Prior to the registration of any transfer by a Holder as     
provided herein, the Company, the Trustee, and any agent of the Company shall   
treat the person in whose name the Note is registered as the owner thereof for  
all purposes whether or not the Note shall be overdue,                          

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and neither the Company, the Trustee, nor any such agent shall be affected by   
notice to the contrary. Furthermore, any Holder of a Global Note shall, by      
acceptance of such Global Note, agree that transfers of beneficial interests in 
such Global Note may be effected only through a book entry system maintained by 
the Holder of such Global Note (or its agent) and that ownership of a beneficial
interest in the Note shall be required to be reflected in a book entry. When    
Notes are presented to the Registrar or a co-Registrar with a request to        
register the transfer or to exchange them for an equal principal amount of Notes
of other authorized denominations (including an exchange of Notes for Exchange  
Notes), the Registrar shall register the transfer or make the exchange as       
requested if its requirements for such transactions are met (including that such
Notes are duly endorsed or accompanied by a written instrument of transfer in   
form satisfactory to the Trustee and Registrar duly executed by the Holder      
thereof or by an attorney who is authorized in writing to act on behalf of the  
Holder); provided that no exchanges of Notes for Exchange Notes shall occur     
until a Registration Statement shall have been declared effective by the        
Commission and that any Notes that are exchanged for Exchange Notes shall be    
cancelled by the Trustee. To permit registrations of transfers and exchanges,   
the Company shall execute and the Trustee shall authenticate Notes at the       
Registrar's request. No service charge shall be made for any registration of    
transfer or exchange or redemption of the Notes, 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   
other similar governmental charge payable upon exchanges pursuant to Section    
2.11, 3.08 or 9.04).                                                            

                  The Registrar shall not be required (i) to issue, register the
transfer of or exchange any Note during a period beginning at the opening of    
business 15 days before the day of the mailing of a notice of redemption of     
Notes selected for redemption under Section 3.03 and ending at the close of     
business on the day of such mailing, or (ii) to register the transfer of or     
exchange any Note so selected for redemption in whole or in part, except the    
unredeemed portion of any Note being redeemed in part.                          

                  SECTION 2.07. Book-Entry Provisions for Global Notes. The U.S.
Global Notes and Offshore Global Notes initially shall (i) be registered in the 
name of the Depositary for such Global Notes or the nominee of such Depositary, 
(ii) be delivered to the Trustee as custodian for such Depositary and (iii) bear
legends as set forth in Section 2.02.                                           

              (a) Members of, or participants in, the Depositary ("Agent
         Members") shall have no rights under this Indenture with respect to any
       Global Note held on their behalf by the Depositary, or the Trustee as
     its custodian, or under such Global Note, and the Depositary may be
         treated by the Company, the Trustee and any agent of the Company or the
    Trustee as the absolute owner of such Global Note 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. 

                (b) Transfers of a Global Note shall be limited to transfers
       of such Global Note in whole, but not in part, to the Depositary, its
         successors or their respective nominees. Interests of beneficial owners
in Global Notes may be transferred in                         

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    accordance with the rules and procedures of the Depositary and the
  provisions of Section 2.08. In addition, U.S. Physical Notes and
       Offshore Physical Notes shall be transferred to all beneficial owners
        in exchange for their beneficial interests in the U.S. Global Notes or
      the Offshore Global Notes, as the case may be, if (i) the Depositary
    notifies the Company that it is unwilling or unable to continue as
       Depositary for the U.S. Global Notes or the Offshore Global Notes, as
     the case may be, and a successor depositary is not appointed by the
     Company within 90 days of such notice, (ii) an Event of Default has
     occurred and is continuing and the Registrar has received a written
       request from the Depositary or (iii) in accordance with the rules and
  procedures of the Depositary and the provisions of Section 2.08.

                  (c) Any beneficial interest in one of the Global Notes that is
       transferred to a person who takes delivery in the form of an interest
        in another Global Note will, upon transfer, cease to be an interest in
        such Global Note and become an interest in such other Global Note and,
       accordingly, will thereafter be subject to all transfer restrictions,
         if any, and other procedures applicable to beneficial interests in such
other Global Note for as long as it remains such an interest. 

           (d) In connection with any transfer of a portion of the
        beneficial interests in a Global Note to beneficial owners pursuant to
        paragraph (b) of this Section 2.07, the Registrar shall reflect on its
      books and records the date and a decrease in the principal amount of
    such Global Note in an amount equal to the principal amount of the
    beneficial interest in such Global Note to be transferred, and the
        Company shall execute, and the Trustee shall authenticate and deliver,
         one or more U.S. Physical Notes or Offshore Physical Notes, as the case
may be, of like tenor and amount.                             

                (e) In connection with the transfer of the U.S. Global Notes
       or the Offshore Global Notes, in whole, to beneficial owners pursuant
 to paragraph (b) of this Section 2.07, the U.S. Global Notes or
  Offshore Global Notes, as the case may be, shall be deemed to be
    surrendered to the Trustee for cancellation, and the Company shall
  execute, and the Trustee shall authenticate and deliver, to each
   beneficial owner identified by the Depositary in exchange for its
        beneficial interest in the U.S. Global Notes or Offshore Global Notes,
 as the case may be, an equal aggregate principal amount of U.S.
   Physical Notes or Offshore Physical Notes, as the case may be, of
authorized denominations.                                     

           (f) Any U.S. Physical Note delivered in exchange for an
         interest in the U.S. Global Notes pursuant to paragraph (b), (d) or (e)
       of this Section 2.07 shall, except as otherwise provided by paragraph
      (f) of Section 2.08, bear the legend regarding transfer restrictions
 applicable to the U.S. Physical Note set forth in Section 2.02.

               (g) Any Offshore Physical Note delivered in exchange for an
         interest in the Offshore Global Notes pursuant to paragraph (b), (d) or
 (e) of this Section 2.07 shall, except as otherwise provided by
   paragraph (f) of Section 2.08, bear the legend regarding transfer
    restrictions applicable to the Offshore Physical Note set forth in
Section 2.02.                                                 

                (h) The registered holder of a Global Note may grant proxies
         and otherwise authorize any person, including Agent Members and persons
that may hold interests                                       

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         through Agent Members, to take any action which a Holder is entitled to
take under this Indenture or the Notes.                       

                 SECTION 2.08. Special Transfer Provisions. Unless and until a
Note is exchanged for an Exchange Note or sold in connection with an effective  
Registration Statement pursuant to the Registration Rights Agreement, the       
following provisions shall apply:                                               

                (a) Transfers to Non-QIB Institutional Accredited Investors.
       The following provisions shall apply with respect to the registration
    of any proposed transfer of a Note to any Institutional Accredited
Investor which is not a QIB (excluding Non-U.S. Persons):     

                          (i) The Registrar shall register the transfer of any
              Note, whether or not such Note bears the Private Placement
                  Legend, if (x) the requested transfer is after the time period
                  referred to in Rule 144(k) under the Securities Act or (y) the
            proposed transferee has delivered to the Registrar (A) a
                 certificate substantially in the form of Exhibit C hereto and
            (B) if the aggregate principal amount of the Notes being
            transferred is less than $100,000, an opinion of counsel
                 acceptable to the Company that such transfer is in compliance
with the Securities Act.                    

                        (ii) If the proposed transferor is an Agent Member
                holding a beneficial interest in the U.S. Global Notes, upon
          receipt by the Registrar of (x) the documents, if any,
                 required by paragraph (i) above 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
                U.S. Global Notes in an amount equal to the principal amount
             of the beneficial interest in the U.S. Global Notes to be
               transferred, and the Company shall execute, and the Trustee
             shall authenticate and deliver, one or more U.S. Physical
Notes of like tenor and amount.             

               (b) Transfers to QIBs. The following provisions shall apply
        with respect to the registration of any proposed transfer of a Note to
a QIB (excluding Non-U.S. Persons):                           

                       (i) If the Note to be transferred consists of (x)
              either Offshore Physical Notes prior to the removal of the
                  Private Placement Legend or U.S. Physical Notes, the Registrar
                 shall register the transfer if such transfer is being made by
                 a proposed transferor who has checked the box provided for on
                  the form of Note 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 has signed the certification provided for on the form of
              Note stating, or has otherwise advised the Company and the
                Registrar in writing, that it is purchasing the Note for its
                own account or an account with respect to which it exercises
                  sole investment discretion and that it and any such account is
               a QIB within the meaning of Rule 144A and is aware that the
         sale to it is being made in reliance on Rule 144A and
                acknowledges that it has received such information regarding
            the Company as it has requested pursuant to Rule 144A or

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                 has determined not to request such information and that it is
           aware that the transferor is relying upon its foregoing
        representations in order to claim the exemption from
                registration provided by Rule 144A or (y) an interest in the
           U.S. Global Notes, the transfer of such interest may be
                 effected only through the book entry system maintained by the
Depositary.                                 

                         (ii) If the proposed transferee is an Agent Member,
            and the Note to be transferred consists of U.S. Physical
                  Notes, upon receipt by the Registrar of the documents referred
                  to in paragraph (i) 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 U.S. Global Notes in an
             amount equal to the principal amount of the U.S. Physical
                  Notes to be transferred, and the Trustee shall cancel the U.S.
Physical Notes so transferred.              

               (c) Transfers of Interests in the Temporary Offshore Global
Notes. The following provisions shall apply with respect to   
     registration of any proposed transfer of an interest in a Temporary
Offshore Global Notes:                                        

                          (i) The Registrar shall register the transfer of any
                Note (x) if the proposed transferee is a Non-U.S. Person and
            the proposed transferor has delivered to the Registrar a
                certificate substantially in the form of Exhibit D hereto or
            (y) if the proposed transferee is a QIB and the proposed
              transferor has checked the box provided for on the form of
              Note 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 has signed the certification provided for on the form of
              Note stating, or has otherwise advised the Company and the
                Registrar in writing, that it is purchasing the Note for its
                own account or an account with respect to which it exercises
                  sole investment discretion and that it and any such account is
                a QIB within the meaning of Rule 144A, and is aware that the
         sale to it is being made in reliance on Rule 144A and
                acknowledges that it has received such information regarding
                the Company as it has requested pursuant to Rule 144A or has
             determined not to request such information and that it is
           aware that the transferor is relying upon its foregoing
        representations in order to claim the exemption from
registration provided by Rule 144A.         

                         (ii) 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 U.S. Global Notes in
            an amount equal to the principal amount of the Temporary
                  Offshore Global Notes to be transferred, and the Trustee shall
               decrease the amount of the Temporary Offshore Global Notes.

               (d) Transfers of Interests in the Permanent Offshore Global
       Notes or Unlegended Offshore Physical Notes. The following provisions
    shall apply with respect to any transfer of interests in Permanent
Offshore Global Notes or unlegended Offshore                  

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       Physical Notes. The Registrar shall register the transfer of any such
Note without requiring any additional certification.          

                (e) Transfers to Non-U.S. Persons at Any Time. The following
    provisions shall apply with respect to any transfer of a Note to a
Non-U.S. Person:                                              

                     (i) Prior to July 17, 2001, the Registrar shall
                 register any proposed transfer of a Note to a Non-U.S. Person
              upon receipt of a certificate substantially in the form of
  Exhibit D hereto from the proposed transferor.

                          (ii) On and after July 17, 2001, the Registrar shall
                register any proposed transfer to any Non-U.S. Person if the
                 Note to be transferred is a U.S. Physical Note or an interest
       in U.S. Global Notes, upon receipt of a certificate
          substantially in the form of Exhibit D hereto from the
proposed transferor.                        

                      (iii) (a) If the proposed transferor is an Agent
                  Member holding a beneficial interest in the U.S. Global Notes,
               upon receipt by the Registrar of (x) the documents, if any,
                 required by paragraph (ii) 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 U.S. Global Notes in
             an amount equal to the principal amount of the beneficial
                interest in the U.S. Global Notes 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 reflect on its books and records the date and an
                 increase in the principal amount of the Offshore Global Notes
          in an amount equal to the principal amount of the U.S.
                Physical Notes or the U.S. Global Notes, as the case may be,
                to be transferred, and the Trustee shall cancel the Physical
              Note, if any, so transferred or decrease the amount of the
U.S. Global Notes.                          

          (f) Private Placement Legend. Upon the registration of
    transfer, exchange or replacement of Notes not bearing the Private
      Placement Legend, the Registrar shall deliver Notes that do not bear
  the Private Placement Legend. Upon the registration of transfer,
        exchange or replacement of Notes bearing the Private Placement Legend,
        the Registrar shall deliver only Notes that bear the Private Placement
         Legend unless (i) the Private Placement Legend is no longer required by
Section 2.02, (ii) the circumstances contemplated by paragraph
         (a)(i)(x) of this Section 2.08 exist or (iii) there is delivered to the
        Registrar an Opinion of Counsel reasonably satisfactory to the Company
        and the Trustee to the effect that neither such legend nor the related
       restrictions on transfer are required in order to maintain compliance
with the provisions of the Securities Act.                    

                  (g) General. By its acceptance of any Note bearing the Private
Placement Legend, each Holder of such a Note acknowledges the 
       restrictions on transfer of such Note set forth in this Indenture and
       in the Private Placement Legend and agrees that it will transfer such
  Note only as provided in this Indenture. The Registrar shall not
        register a transfer of any Note unless such transfer complies with the
       restrictions on transfer of such Note set forth in this Indenture. In
connection with any transfer of Notes, each                   

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       Holder agrees by its acceptance of the Notes to furnish the Registrar
         or the Company 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 a transaction not
  subject to, the registration requirements of the Securities Act;
         provided that the Registrar shall not be required to determine (but may
  rely on a determination made by the Company with respect to) the
 sufficiency of any such certifications, legal opinions or other
information.                                                  

                 The Registrar shall retain copies of all letters, notices and
other written communications received pursuant to Section 2.07 or this Section  
2.08. The Company, at its sole cost and expense, shall have the right to inspect
and make copies of all such letters, notices or other written communications at 
any reasonable time upon the giving of reasonable written notice to the         
Registrar.                                                                      

           SECTION 2.09. Replacement Notes. If a mutilated Note is
surrendered to the Trustee or if the Holder claims that the Note has been lost, 
destroyed or wrongfully taken, then, in the absence of written notice to the    
Company or the Trustee that such Note has been acquired by a protected          
purchaser, the Company shall issue and the Trustee shall authenticate a         
replacement Note of like tenor and principal amount and bearing a number not    
contemporaneously outstanding; provided that the requirements of this Section   
2.09 are met. If required by the Trustee or the Company, an indemnity bond must 
be furnished that is sufficient in the judgment of both the Trustee and the     
Company to protect the Company, the Trustee or any Agent from any loss that any 
of them may suffer if a Note is replaced. The Company may charge such Holder for
its expenses and the expenses of the Trustee in replacing a Note. In case any   
such mutilated, lost, destroyed or wrongfully taken Note has become or is about 
to become due and payable, the Company in its discretion may pay such Note      
instead of issuing a new Note in replacement thereof.                           

             Every replacement Note is an additional obligation of the
Company and each Guarantor and shall be entitled to the benefits of this        
Indenture.                                                                      

                  SECTION 2.10. Outstanding Notes. Notes outstanding at any time
are all Notes that have been authenticated by the Trustee except for those      
cancelled by it, those delivered to it for cancellation and those described in  
this Section 2.10 as not outstanding.                                           

                If a Note is replaced pursuant to Section 2.09, it ceases to
be outstanding unless and until the Trustee and the Company receive proof       
satisfactory to them that the replaced Note is held by a protected purchaser.   

                  If the Paying Agent (other than the Company or an Affiliate of
the Company) holds on the maturity date money sufficient to pay Notes payable on
that date, then on and after that date such Notes cease to be outstanding and   
interest on them shall cease to accrue.                                         

                  A Note does not cease to be outstanding because the Company or
one of its Affiliates holds such Note, provided, however, that in determining   
whether the Holders of the requisite principal amount of the outstanding Notes  
have given any request, demand, authorization, direction, notice, consent or    
waiver hereunder, Notes owned by the Company or                                 

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any other obligor upon the Notes or any Affiliate of the Company or of such     
other obligor shall be disregarded and deemed not to be outstanding, except     
that, in determining whether the Trustee shall be protected in relying upon any 
such request, demand, authorization, direction, notice, consent or waiver, only 
Notes which the Trustee has actual knowledge to be so owned shall be so         
disregarded. Notes so owned which have been pledged in good faith may be        
regarded as outstanding if the pledgee establishes to the satisfaction of the   
Trustee the pledgee's right so to act with respect to such Notes and that the   
pledgee is not the Company or any other obligor upon the Notes or any Affiliate 
of the Company or of such other obligor.                                        

             SECTION 2.11. Temporary Notes. Until definitive Notes are
ready for delivery, the Company may prepare and execute and the Trustee shall   
authenticate temporary Notes. Temporary Notes shall be substantially in the form
of definitive Notes but may have insertions, substitutions, omissions and other 
variations determined to be appropriate by the Officers executing the temporary 
Notes, as evidenced by their execution of such temporary Notes. If temporary    
Notes are issued, the Company will cause definitive Notes to be prepared without
unreasonable delay. After the preparation of definitive Notes, the temporary    
Notes shall be exchangeable for definitive Notes upon surrender of the temporary
Notes at the office or agency of the Company designated for such purpose        
pursuant to Section 4.02, without charge to the Holder. Upon surrender for      
cancellation of any one or more temporary Notes, the Company shall execute and  
the Trustee shall authenticate and deliver in exchange therefor a like principal
amount of definitive Notes of authorized denominations. Until so exchanged, the 
temporary Notes shall be entitled to the same benefits under this Indenture as  
definitive Notes.                                                               

             SECTION 2.12. Cancellation. The Company, at any time, may
deliver to the Trustee for cancellation any Notes previously authenticated and  
delivered hereunder which the Company may have acquired in any manner           
whatsoever, and may deliver to the Trustee for cancellation any Notes previously
authenticated hereunder which the Company has not issued and sold. The Registrar
and the Paying Agent shall forward to the Trustee any Notes surrendered to them 
for registration of transfer, exchange or payment. The Trustee shall cancel all 
Notes surrendered for registration of transfer, exchange, payment or            
cancellation and shall destroy them in accordance with its normal procedure.    

                 SECTION 2.13. CUSIP Numbers. The Company in issuing the Notes
may use "CUSIP," "CINS" or "ISIN" numbers (if then generally in use), and the   
Company and the Trustee shall use CUSIP, CINS or ISIN numbers, as the case may  
be, in notices of redemption or exchange as a convenience to Holders; provided  
that any such notice shall state that no representation is made as to the       
correctness of such numbers either as printed on the Notes or as contained in   
any notice of redemption or exchange and that reliance may be placed only on the
other identification numbers printed on the Notes. The Company shall promptly   
notify the Trustee of any change in "CUSIP," "CINS" or "ISIN" numbers for the   
Notes.                                                                          

                  SECTION 2.14. Defaulted Interest. If the Company defaults in a
payment of interest on the Notes, it shall pay, or shall deposit with the Paying
Agent money in immediately available funds sufficient to pay, the defaulted     
interest, plus (to the extent lawful) any interest payable on the defaulted     
interest, to the Persons who are Holders on a subsequent special record date. A 
special record date, as used in this Section 2.14 with respect to the payment of
any defaulted interest, shall mean the 15th day next preceding the date fixed by
the                                                                             

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Company for the payment of defaulted interest, whether or not such day is a     
Business Day. At least 15 days before the subsequent special record date, the   
Company shall mail to each Holder and to the Trustee a notice that states the   
subsequent special record date, the payment date and the amount of defaulted    
interest to be paid.                                                            

                SECTION 2.15. Issuance of Additional Notes. The Company may,
subject to Article Four of this Indenture and applicable law, issue additional  
Notes under this Indenture. The Notes issued on the Closing Date and any        
additional Notes subsequently issued shall be treated as a single class for all 
purposes under this Indenture.                                                  

ARTICLE THREE 
REDEMPTION

        SECTION 3.01. Right of Redemption. (a) The Notes are
redeemable, at the Company's option, in whole or in part, at any time or from   
time to time, on or after June 15, 2006 and prior to maturity, upon not less    
than 30 nor more than 60 days' prior notice mailed by first-class mail to each  
Holder's last address, as it appears in the Security Register, at the following 
Redemption Prices (expressed in percentages of principal amount), plus accrued  
and unpaid interest to the Redemption Date (subject to the right of Holders of  
record on the relevant Regular Record Date that is prior to the Redemption Date 
to receive interest due on an Interest Payment Date), if redeemed during the    
12-month period commencing June 15 of the years set forth below:                

                                                                [Download Table]

                                               Redemption    
Year                                             Price       
-------------------------------------------------------------
                                                             
2006........................................... 104.625%     
2007........................................... 103.083%     
2008........................................... 101.542%     
2009 and thereafter............................ 100.000%     

            (b) In addition, at any time prior to June 15, 2004, the
Company may redeem up to 35% of the aggregate principal amount of the Notes with
the Net Cash Proceeds of one or more sales of Capital Stock of the Company      
(other than Disqualified Stock) or a capital contribution to the Company's      
common equity, at any time as a whole or from time to time in part, at a        
Redemption Price (expressed as a percentage of principal amount) of 109.250%,   
plus accrued and unpaid interest to the Redemption Date (subject to the rights  
of Holders of record on the relevant Regular Record Date that is prior to the   
Redemption Date to receive interest due on an Interest Payment Date); provided  
that (i) at least 65% of the aggregate principal amount of Notes originally     
issued on the Closing Date remains outstanding after each such redemption and   
(ii) notice of such redemption is mailed within 60 days after such sale of      
Capital Stock.                                                                  

              SECTION 3.02. Notices to Trustee. If the Company elects to
redeem Notes pursuant to Section 3.01, it shall notify the Trustee in writing of
the Redemption Date and the principal amount of Notes to be redeemed and the    
clause of this Indenture pursuant to which redemption shall occur.              

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           The Company shall give each notice provided for in this
Section 3.02 in an Officers' Certificate at least 45 days before the Redemption 
Date (unless a shorter period shall be satisfactory to the Trustee).            

                 SECTION 3.03. Selection of Notes to Be Redeemed. If less than
all of the Notes are to be redeemed at any time, the Trustee shall select the   
Notes to be redeemed in compliance with the requirements, as certified to it by 
the Company, of the principal national securities exchange, if any, on which the
Notes are listed or, if the Notes are not listed on a national securities       
exchange or automated quotation system, by lot or by such other method as the   
Trustee in its sole discretion shall deem fair and appropriate; provided that no
Note of $1,000 in principal amount or less shall be redeemed in part.           

       The Trustee shall make the selection from the Notes
outstanding and not previously called for redemption. Notes in denominations of 
$1,000 in principal amount may only be redeemed in whole. The Trustee may select
for redemption portions (equal to $1,000 in principal amount or any integral    
multiple thereof) of Notes that have denominations larger than $1,000 in        
principal amount. Provisions of this Indenture that apply to Notes called for   
redemption also apply to portions of Notes called for redemption. The Trustee   
shall notify the Company and the Registrar promptly in writing of the Notes or  
portions of Notes to be called for redemption.                                  

           SECTION 3.04. Notice of Redemption. With respect to any
redemption of Notes pursuant to Section 3.01, at least 30 days but not more than
60 days before a Redemption Date, the Company shall mail a notice of redemption 
by first-class mail to each Holder whose Notes are to be redeemed.              

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

(i) the Redemption Date;  

(ii) the Redemption Price;

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

                   (iv) that Notes called for redemption must be
           surrendered to the Paying Agent in order to collect the
Redemption Price;                           

                         (v) that, unless the Company defaults in making the
               redemption payment, interest on Notes called for redemption
                  ceases to accrue on and after the Redemption Date and the only
               remaining right of the Holders is to receive payment of the
                 Redemption Price plus accrued interest to the Redemption Date
    upon surrender of the Notes to the Paying Agent;

                           (vi) that, if any Note is being redeemed in part, the
                 portion of the principal amount (equal to $1,000 in principal
               amount or any integral multiple thereof) of such Note to be
             redeemed and that, on and after the Redemption Date, upon
            surrender of such Note, a new Note or Notes in principal
          amount equal to the unredeemed portion thereof will be
reissued; and                               

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                       (vii) that, if any Note contains a CUSIP, CINS or
                 ISIN number as provided in Section 2.13, no representation is
               being made as to the correctness of the CUSIP, CINS or ISIN
                number either as printed on the Notes or as contained in the
                notice of redemption and that reliance may be placed only on
          the other identification numbers printed on the Notes.

                 At the Company's request (which request may be revoked by the
Company at any time prior to the time at which the Trustee shall have given such
notice to the Holders), made in writing to the Trustee at least 45 days (or such
shorter period as shall be satisfactory to the Trustee) before a Redemption     
Date, the Trustee shall give the notice of redemption in the name and at the    
expense of the Company. If, however, the Company gives such notice to the       
Holders, the Company shall concurrently deliver to the Trustee an Officers'     
Certificate stating that such notice has been given.                            

                SECTION 3.05. Effect of Notice of Redemption. Once notice of
redemption is mailed, Notes called for redemption become due and payable on the 
Redemption Date and at the Redemption Price. Upon surrender of any Notes to the 
Paying Agent, such Notes shall be paid at the Redemption Price, plus accrued    
interest, if any, to the Redemption Date.                                       

                 Notice of redemption shall be deemed to be given when mailed,
whether or not the Holder receives the notice. In any event, failure to give    
such notice, or any defect therein, shall not affect the validity of the        
proceedings for the redemption of Notes held by Holders to whom such notice was 
properly given.                                                                 

             SECTION 3.06. Deposit of Redemption Price. On or prior to
11:00 a.m., New York City time, on any Redemption Date, the Company shall       
deposit with the Paying Agent (or, if the Company is acting as its own Paying   
Agent, shall segregate and hold in trust as provided in Section 2.05) money     
sufficient to pay the Redemption Price of and accrued interest on all Notes to  
be redeemed on that date other than Notes or portions thereof called for        
redemption on that date that have been delivered by the Company to the Trustee  
for cancellation.                                                               

            SECTION 3.07. Payment of Notes Called for Redemption. If
notice of redemption has been given in the manner provided above, the Notes or  
portion of Notes specified in such notice to be redeemed shall become due and   
payable on the Redemption Date at the Redemption Price stated therein, together 
with accrued interest to such Redemption Date, and on and after such date       
(unless the Company shall default in the payment of such Notes at the Redemption
Price and accrued interest to the Redemption Date, in which case the principal, 
until paid, shall bear interest from the Redemption Date at the rate prescribed 
in the Notes), such Notes shall cease to accrue interest. Upon surrender of any 
Note for redemption in accordance with a notice of redemption, such Note shall  
be paid and redeemed by the Company at the Redemption Price, together with      
accrued interest, if any, to the Redemption Date; provided that installments of 
interest whose Stated Maturity is on or prior to the Redemption Date shall be   
payable to the Holders registered as such at the close of business on the       
relevant Regular Record Date.                                                   

               SECTION 3.08. Notes Redeemed in Part. Upon surrender of any
Note that is redeemed in part, the Company shall execute and the Trustee shall  
authenticate and deliver to                                                     

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the Holder without service charge, a new Note equal in principal amount to the  
unredeemed portion of such surrendered Note.                                    

ARTICLE FOUR
 COVENANTS

             SECTION 4.01. Payment of Notes. The Company shall pay the
principal of, premium, if any, and interest on the Notes on the dates and in the
manner provided in the Notes and this Indenture. An installment of principal,   
premium, if any, or interest shall be considered paid on the date due if the    
Trustee or Paying Agent (other than the Company, a Subsidiary of the Company, or
any Affiliate of any of them) holds on that date money designated for and       
sufficient to pay the installment. If the Company or any Subsidiary of the      
Company or any Affiliate of any of them acts as Paying Agent, an installment of 
principal, premium, if any, or interest shall be considered paid on the due date
if the entity acting as Paying Agent complies with the last sentence of Section 
2.05. As provided in Section 6.09, upon any bankruptcy or reorganization        
procedure relative to the Company, the Trustee shall serve as the Paying Agent, 
if any, for the Notes.                                                          

           The Company shall pay interest on overdue principal and
premium, if any, and interest on overdue installments of interest, to the extent
lawful, at the rate per annum specified in the Notes.                           

              SECTION 4.02. Maintenance of Office or Agency. The Company
shall maintain in the Borough of Manhattan, The City of New York, an office or  
agency where Notes may be surrendered for registration of transfer or exchange  
or for presentation for payment and where notices and demands to or upon the    
Company in respect of the Notes and this Indenture may be served. The Company   
will 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 address of the Trustee set forth in Section
11.02.                                                                          

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

               The Company hereby initially designates Computershare Trust
Company of New York, Wall Street Plaza, 88 Pine Street, New York, New York,     
10005 the Corporate Trust Office of the Trustee as such office of the Company in
accordance with Section 2.04.                                                   

                  SECTION 4.03. Limitation on Indebtedness. (a) The Company will
not, and will not permit any of its Restricted Subsidiaries to, Incur any       
Indebtedness (other than the Notes, the Note Guarantees and other Indebtedness  
existing on the Closing Date); provided that                                    

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the Company or any Subsidiary Guarantor may Incur Indebtedness, and any         
Restricted Subsidiary may Incur Acquired Indebtedness, if, after giving effect  
to such Incurrence and the receipt and application of the proceeds therefrom,   
the Interest Coverage Ratio would be greater than 2.0:1.                        

                 Notwithstanding the foregoing, the Company and any Restricted
Subsidiary (except as specified below) may Incur each and all of the following: 

                       (i) Indebtedness of the Company or any Subsidiary
               Guarantor outstanding at any time in an aggregate principal
                 amount (together with refinancings thereof) not to exceed the
        greater of (A) $225 million, less any amount of such
                  Indebtedness permanently repaid as provided under Section 4.11
                and (B) the sum of (x) 85% of the consolidated book value of
             the accounts receivable of the Company and its Restricted
               Subsidiaries (other than any Foreign Subsidiaries) plus (y)
              80% of the consolidated book value of the inventory of the
           Company and its Restricted Subsidiaries (other than any
                Foreign Subsidiaries), in each case determined in accordance
            with GAAP as of the most recent fiscal quarter for which
                  reports have been filed with the Commission or provided to the
Trustee;                                    

                      (ii) Indebtedness owed (A) to the Company or any
       Subsidiary Guarantor or (B) to any other Restricted
            Subsidiary; provided that (x) any subsequent event which
             results in any such Restricted Subsidiary ceasing to be a
            Restricted Subsidiary or any subsequent transfer of such
                 Indebtedness (other than to the Company or another Restricted
               Subsidiary) shall be deemed, in each case, to constitute an
                Incurrence of such Indebtedness not permitted by this clause
                  (ii) and (y) if the Company or any Subsidiary Guarantor is the
              obligor on such Indebtedness and the payee is a Restricted
       Subsidiary that is not a Subsidiary Guarantor, such
           Indebtedness must be expressly subordinated in right of
                 payment to the Notes, in the case of the Company, or the Note
     Guarantee, in the case of a Subsidiary Guarantor;

                           (iii) Indebtedness issued in exchange for, or the net
               proceeds of which are used to redeem, defease, refinance or
                  refund, then outstanding Indebtedness (other than Indebtedness
             outstanding under clause (ii) or (v)) and any extensions,
                renewals and refinancings thereof in an amount not to exceed
                  the amount so redeemed, defeased, refinanced or refunded (plus
                 premiums, accrued interest, fees, costs and expenses incurred
                  in connection with any such exchange, refinancing, redemption,
                defeasance or refunding); provided that (A) Indebtedness the
               proceeds of which are used to redeem, defease, refinance or
                refund the Notes or Indebtedness that is pari passu with, or
            subordinated in right of payment to, the Notes or a Note
                Guarantee shall only be permitted under this clause (iii) if
                 (x) in case the Notes are redeemed, defeased or refinanced in
        part or the Indebtedness to be redeemed, defeased or
                refinanced is pari passu with the Notes or a Note Guarantee,
              such new Indebtedness, by its terms or by the terms of any
      agreement or instrument pursuant to which such new
             Indebtedness is outstanding, is expressly made pari passu
    with, or subordinate in right of payment to, the

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           remaining Notes or a Note Guarantee, or (y) in case the
             Indebtedness to be refinanced is subordinated in right of
      payment to the Notes or a Note Guarantee, such new
                  Indebtedness, by its terms or by the terms of any agreement or
                instrument pursuant to which such new Indebtedness is issued
                  or remains outstanding, is expressly made subordinate in right
               of payment to the Notes or a Note Guarantee at least to the
            extent that the Indebtedness to be redeemed, defeased or
                refinanced is subordinated to the Notes or a Note Guarantee,
           (B) such new Indebtedness, determined as of the date of
                 Incurrence of such new Indebtedness, does not mature prior to
           the Stated Maturity of the Indebtedness to be redeemed,
                defeased, refinanced or refunded (or, if earlier, the Stated
            Maturity of the Notes), and the Average Life of such new
                Indebtedness is at least equal to the remaining Average Life
                  of the Indebtedness to be refinanced or refunded (or, if less,
             the remaining Average Life of the Notes) and (C) such new
           Indebtedness is Incurred by the Company or a Subsidiary
                Guarantor or by the Restricted Subsidiary who is the obligor
     on the Indebtedness to be refinanced or refunded;

                         (iv) Indebtedness of the Company, to the extent the
                net proceeds thereof are promptly (A) used to purchase Notes
                 tendered in an Offer to Purchase made as a result of a Change
                 in Control in accordance with this Indenture or (B) deposited
            to defease the Notes as described under Section 8.02 and
Section 8.03;                               

                   (v) Guarantees of the Notes and Guarantees of
                  Indebtedness of the Company or any Subsidiary Guarantor by any
        Restricted Subsidiary provided the Guarantee of such
            Indebtedness is permitted by and made in accordance with
Section 4.07;                               

                        (vi) Indebtedness of the Company or any Subsidiary
                 Guarantor with respect to industrial revenue bonds, pollution
                control bonds and other tax favored or tax exempt bonds, and
                 documents or instruments delivered in connection therewith in
         an aggregate principal amount outstanding at any time
            (together with refinancings thereof) not to exceed $25.0
million;                                    

                (vii) Indebtedness of Foreign Subsidiaries
            outstanding at any time in an aggregate principal amount
                 (together with refinancings thereof) not to exceed the sum of
          (x) 85% of the consolidated book value of the accounts
                  receivable of the Foreign Subsidiaries of the Company plus (y)
              80% of the consolidated book value of the inventory of the
                Foreign Subsidiaries of the Company, in each case determined
                in accordance with GAAP as of the most recent fiscal quarter
            for which reports have been filed with the Commission or
provided to the Trustee; and                

                           (viii) Indebtedness of the Company, or any Restricted
           Subsidiary (in addition to Indebtedness permitted under
              clauses (i) through (vii) above) in an aggregate principal
              amount outstanding at any time (together with refinancings
                 thereof) not to exceed $75.0 million, less any amount of such
                 Indebtedness permanently repaid as provided under the Section
                4.11; provided, however, that the aggregate principal amount
   of Indebtedness that may be incurred under this

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                           clause (viii) by Restricted Subsidiaries that are not
                           Subsidiary Guarantors shall not exceed $10.0 million;

                     (b) Notwithstanding any other provision of this
                Section 4.03, the maximum amount of Indebtedness that may be
                 Incurred pursuant to this Section 4.03 shall not be deemed to
                  be exceeded, with respect to any outstanding Indebtedness, due
                 solely to the result of fluctuations in the exchange rates of
currencies.                                 

                           (c) For purposes of determining any particular amount
             of Indebtedness under this Section 4.03, (x) Indebtedness
                  Incurred under the Credit Agreement on or prior to the Closing
               Date shall be treated as Incurred pursuant to clause (i) of
                the second paragraph of clause (a) of this Section 4.03, (y)
               Guarantees, Liens or obligations with respect to letters of
            credit supporting Indebtedness otherwise included in the
                 determination of such particular amount shall not be included
               and (z) any Liens granted pursuant to the equal and ratable
                  provisions referred to in Section 4.09 shall not be treated as
                  Indebtedness. For purposes of determining compliance with this
                 Section 4.03, in the event that an item of Indebtedness meets
              the criteria of more than one of the types of Indebtedness
                  described above (other than Indebtedness referred to in clause
             (x) of the preceding sentence), including under the first
               paragraph of part (a), the Company, in its sole discretion,
              shall classify, and from time to time may reclassify, such
            item of Indebtedness and only be required to include the
       amount of such Indebtedness in one of such classes.

                        (d) The Company will not Incur any Indebtedness if
               such Indebtedness is subordinate in right of payment to any
       other Indebtedness unless such Indebtedness is also
            subordinate in right of payment to the Notes to the same
          extent, provided that the foregoing shall not apply to
              distinctions between categories of Indebtedness that exist
solely by reason of Liens or Guarantees.    

                SECTION 4.04. Limitation on Restricted Payments. The Company
will not, and will not permit any Restricted Subsidiary to, directly or         
indirectly, (i) declare or pay any dividend or make any distribution on or with 
respect to its Capital Stock (other than (x) dividends or distributions payable 
solely in shares of its Capital Stock (other than Disqualified Stock) or in     
options, warrants or other rights to acquire shares of such Capital Stock and   
(y) pro rata dividends or distributions on Common Stock of Restricted           
Subsidiaries (other than Subsidiary Guarantors) held by minority stockholders)  
held by Persons other than the Company or any of its Restricted Subsidiaries,   
(ii) purchase, call for redemption or redeem, retire or otherwise acquire for   
value any shares of Capital Stock of (A) the Company, any Subsidiary Guarantor  
or any direct or indirect parent of the Company (including options, warrants or 
other rights to acquire such shares of Capital Stock) held by any Person or (B) 
a Restricted Subsidiary other than a Subsidiary Guarantor (including options,   
warrants or other rights to acquire such shares of Capital Stock) held by any   
Affiliate of the Company or any direct or indirect parent of the Company (other 
than a Wholly Owned Restricted Subsidiary) or any holder (or any Affiliate of   
such holder) of 5% or more of the Capital Stock of the Company or any direct or 
indirect parent of the Company, (iii) make any voluntary or optional principal  
payment, or voluntary or optional redemption, repurchase, defeasance, or other  
acquisition or retirement for value, of Indebtedness of the Company that is     
subordinated in right of payment to the Notes or any Indebtedness of a          
Subsidiary Guarantor that is subordinated in right of payment to a Note         

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Guarantee or (iv) make any Investment, other than a Permitted Investment, in any
Person (such payments or any other actions described in clauses (i) through (iv)
above being collectively "Restricted Payments") if, at the time of, and after   
giving effect to, the proposed Restricted Payment:                              

                           (A) a Default or Event of Default shall have occurred
and be continuing,                          

                       (B) the Company could not Incur at least $1.00 of
                 additional Indebtedness under the first paragraph of part (a)
of Section 4.03 or                          

                         (C) the aggregate amount of all Restricted Payments
       made after the Closing Date shall exceed the sum of

                     (1) 50% of the aggregate amount of the Adjusted
                 Consolidated Net Income (or, if the Adjusted Consolidated Net
            Income is a loss, minus 100% of the amount of such loss)
                 accrued on a cumulative basis during the period (taken as one
               accounting period) beginning on the first day of the fiscal
                quarter immediately following the Closing Date and ending on
         the last day of the last fiscal quarter preceding the
               Transaction Date for which reports have been filed with the
Commission or provided to the Trustee plus  

                         (2) the aggregate Net Cash Proceeds received by the
               Company after the Closing Date as a capital contribution or
               from the issuance and sale of its Capital Stock (other than
                  Disqualified Stock) to a Person who is not a Subsidiary of the
            Company, including an issuance or sale permitted by this
                Indenture of Indebtedness of the Company for cash subsequent
                to the Closing Date upon the conversion of such Indebtedness
             into Capital Stock (other than Disqualified Stock) of the
          Company, or from the issuance to a Person who is not a
               Subsidiary of the Company of any options, warrants or other
                 rights to acquire Capital Stock of the Company (in each case,
                exclusive of any Disqualified Stock or any options, warrants
            or other rights that are redeemable at the option of the
               holder, or are required to be redeemed, prior to the Stated
Maturity of the Notes) plus                 

                 (3) an amount equal to the net reduction in
                Investments (other than Permitted Investments) in any Person
        resulting from payments of interest on Indebtedness,
                  dividends, repayments of loans or advances, or other transfers
            of assets, in each case to the Company or any Restricted
                 Subsidiary or from the Net Cash Proceeds from the sale of any
                 such Investment (except, in each case, to the extent any such
          payment or proceeds are included in the calculation of
              Adjusted Consolidated Net Income), from the release of any
                 Guarantee or from redesignations of Unrestricted Subsidiaries
                  as Restricted Subsidiaries (valued in each case as provided in
                  the definition of "Investments"), not to exceed, in each case,
               the amount of Investments previously made by the Company or
            any Restricted Subsidiary in such Person or Unrestricted
Subsidiary.                                 

                      The foregoing provision shall not be violated by
reason of:                                  

                        (i) the payment of any dividend,
                     distribution or redemption of any Capital Stock
                          within 60 days after the related date of declaration
                or call for redemption if, at said date of
                         declaration or call for redemption, such payment or
                           redemption would comply with the preceding paragraph;

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                                   (ii) the redemption, repurchase, defeasance
                     or other acquisition or retirement for value of
                           Indebtedness that is subordinated in right of payment
                           to the Notes or any Note Guarantee including premium,
                   if any, and accrued interest, fees, costs and
                        expenses with the proceeds of, or in exchange for,
                     Indebtedness Incurred under clause (iii) of the
                   second paragraph of part (a) of Section 4.03;

                                 (iii) the repurchase, redemption or other
                    acquisition of Capital Stock of the Company, a
                           Subsidiary Guarantor or any direct or indirect parent
                          of the Company (or options, warrants or other rights
                        to acquire such Capital Stock) in exchange for, or
                        out of the proceeds of a capital contribution or a
                     substantially concurrent offering of, shares of
                          Capital Stock (other than Disqualified Stock) of the
                      Company (or options, warrants or other rights to
                     acquire such Capital Stock); provided that such
                          options, warrants or other rights are not redeemable
                    at the option of the holder, or required to be
                          redeemed, prior to the Stated Maturity of the Notes;

                                   (iv) the making of any principal payment or
                           the repurchase, redemption, retirement, defeasance or
                          other acquisition for value of Indebtedness which is
                          subordinated in right of payment to the Notes or any
                   Note Guarantee in exchange for, or out of the
                           proceeds of a capital contribution or a substantially
                         concurrent offering of, shares of the Capital Stock
                        (other than Disqualified Stock) of the Company (or
                       options, warrants or other rights to acquire such
                          Capital Stock); provided that such options, warrants
                         or other rights are not redeemable at the option of
                          the holder, or required to be redeemed, prior to the
   Stated Maturity of the Notes;

                                    (v) payments or distributions, to dissenting
                          stockholders pursuant to applicable law, pursuant to
                      or in connection with a consolidation, merger or
                          transfer of assets of (A) the Company, that complies
                         with the provisions of this Indenture applicable to
                     mergers, consolidations and transfers of all or
                         substantially all of the property and assets of the
                    Company and (B) any Subsidiary Guarantor, that
                    complies with the provisions of this Indenture
                      applicable to mergers and consolidations of such
                         Subsidiary Guarantor; provided, in the case of this
                         clause (B), that immediately after giving effect to
                         such merger or consolidation, on a pro forma basis,
                           such Subsidiary Guarantor or the surviving person, as
                          the case may be, shall have a Consolidated Net Worth
                         equal to or greater than the Consolidated Net Worth
                       of such Subsidiary Guarantor immediately prior to
                         such merger or consolidation, without giving effect
                        to any capital contributions by the Company or any
                        Restricted Subsidiary made in anticipation of such
                         merger or consolidation to satisfy this clause (B);

                              (vi) Investments acquired as a capital
                        contribution to, or in exchange for, or out of, or
                         the payment of any dividend from, the proceeds of a
                         substantially concurrent offering of, Capital Stock
                      (other than Disqualified Stock) of, the Company;

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                                    (vii) the repurchase of Capital Stock deemed
                          to occur upon the exercise of options or warrants if
                           such Capital Stock represents all or a portion of the
exercise price thereof;   

                          (viii) payment of dividends, other
                         distribution or other amounts by the Company to PSF
                      Group Holdings in amounts required for PSF Group
                   Holdings to pay fees required to maintain its
                         existence and provide for all other operating costs
                           of PSF Group Holdings, including, without limitation,
               in respect of director fees and expenses,
                   administrative, legal and accounting services
                   provided by third parties and other costs and
                       expenses of being a public company, including all
                         costs and expenses with respect to filings with the
                   Commission of up to $500,000 per fiscal year;

                              (ix) the payment of dividends or other
                           distributions by the Company to PSF Group Holdings in
                        amounts required to pay the tax obligations of PSF
                        Group Holdings attributable to the Company and its
                       Subsidiaries determined as if the Company and its
                     Subsidiaries had filed a separate consolidated,
                        combined or unitary return for the relevant taxing
                   jurisdiction; provided that (x) the amount of
                           dividends paid pursuant to this clause (ix) to enable
                        PSF Group Holdings to pay federal and state income
                        taxes (and franchise taxes based on income) at any
                          time shall not exceed the amount of such federal and
                      state income taxes (and franchise taxes based on
                          income) actually owing by PSF Group Holdings at such
                    time to the respective tax authorities for the
                           respective period and (y) any refunds received by PSF
                     Group Holdings or any of its Subsidiaries shall
                       promptly be returned by PSF Group Holdings to the
                           Company through a capital contribution or purchase of
                          Capital Stock (other than Disqualified Stock) of the
Company;                  

                                  (x) the purchase, repurchase, acquisition,
                       cancellation or other retirement for value by the
                 Company or any Restricted Subsidiary of, or
                       dividends, distributions or advances to PSF Group
                       Holdings to allow PSF Group Holdings to purchase,
                         repurchase, acquire, cancel or otherwise retire for
                         value Capital Stock (including options, warrants or
                        other rights to acquire such Capital Stock) of PSF
                         Group Holdings or the Company from employees of PSF
                   Group Holdings, the Company or any Restricted
                          Subsidiary upon the death, disability, retirement or
                           termination of employment of such employees or to the
                         extent required pursuant to employee benefit plans,
                      employment agreements or other arrangements with
                        employees in an aggregate amount not to exceed (a)
                       $3.0 million in any calendar year (with up to two
                       years in unused amounts being carried over to any
                  succeeding year) or (b) $15.0 million in the
aggregate; or             

                                (xi) Restricted Payments in an aggregate
         amount not to exceed $10.0 million;

provided that, except in the case of clauses (i) and (iii), no Default or Event 
of Default shall have occurred and be continuing or occur as a consequence of   
the actions or payments set forth therein.                                      

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               Each Restricted Payment permitted pursuant to the preceding
paragraph (other than the Restricted Payment referred to in clause (ii), (ix) or
(x) thereof, an exchange of Capital Stock for Capital Stock or Indebtedness     
referred to in clause (iii) or (iv) thereof and an Investment acquired as a     
capital contribution or in exchange for Capital Stock referred to in clause (vi)
thereof), and the Net Cash Proceeds from any issuance of Capital Stock referred 
to in clauses (iii), (iv) or (vi), shall be included in calculating whether the 
conditions of clause (C) of the first paragraph of this Section 4.04 have been  
met with respect to any subsequent Restricted Payments. In the event the        
proceeds of an issuance of Capital Stock of the Company are used for the        
redemption, repurchase or other acquisition of the Notes, or Indebtedness that  
is pari passu with the Notes or any Note Guarantee, then the Net Cash Proceeds  
of such issuance shall be included in clause (C) of the first paragraph of this 
Section 4.04 only to the extent such proceeds are not used for such redemption, 
repurchase or other acquisition of Indebtedness.                                

                  For purposes of determining compliance with this Section 4.04,
(x) the amount, if other than in cash, of any Restricted Payment shall be       
determined in good faith by the Board of Directors, whose determination shall be
conclusive and evidenced by a Board Resolution and (y) in the event that a      
Restricted Payment meets the criteria of more than one of the types of          
Restricted Payments described in the above clauses, including the first         
paragraph of this Section 4.04, the Company, in its sole discretion, may order  
and classify, and from time to time may reclassify, such Restricted Payment if  
it would have been permitted at the time such Restricted Payment was made and at
the time of such reclassification.                                              

          SECTION 4.05. Limitation on Dividend and Other Payment
Restrictions Affecting Restricted Subsidiaries. The Company will not, and will  
not permit any Restricted Subsidiary to, create or otherwise cause or suffer to 
exist or become effective any consensual encumbrance or restriction of any kind 
on the ability of any Restricted Subsidiary to (i) pay dividends or make any    
other distributions permitted by applicable law on any Capital Stock of such    
Restricted Subsidiary owned by the Company or any other Restricted Subsidiary,  
(ii) pay any Indebtedness owed to the Company or any other Restricted           
Subsidiary, (iii) make loans or advances to the Company or any other Restricted 
Subsidiary or (iv) transfer any of its property or assets to the Company or any 
other Restricted Subsidiary.                                                    

                The foregoing provisions shall not restrict any encumbrances
or restrictions:                                                                

                (i) existing on the Closing Date under the Credit Agreement,
    this Indenture, the Notes or any other agreements in effect on the
         Closing Date, and any amendments, extensions, refinancings, renewals or
     replacements of such agreements; provided that the encumbrances and
         restrictions in any such amendments, extensions, refinancings, renewals
        or replacements taken as a whole are no less favorable in any material
         respect to the Holders than those encumbrances or restrictions that are
  then in effect and that are being amended, extended, refinanced,
renewed or replaced;                                          

       (ii) existing under or by reason of applicable law;

                (iii) existing with respect to any Person or the property or
 assets of such Person acquired by the Company or any Restricted
       Subsidiary, existing at the time of such acquisition and not incurred
in contemplation thereof, which encumbrances or restrictions  

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   are not applicable to any Person or the property or assets of any
        Person other than such Person or the property or assets of such Person
       so acquired and any amendments, extensions, refinancings, renewals or
       replacements thereof; provided that the encumbrances and restrictions
in any such amendments, extensions, refinancings, renewals or 
     replacements taken as a whole are no less favorable in any material
         respect to the Holders than those encumbrances or restrictions that are
  then in effect and that are being amended, extended, refinanced,
renewed or replaced;                                          

                  (iv) in the case of clause (iv) of the first paragraph of this
       Section 4.05, (A) that restrict in a customary manner the subletting,
  assignment or transfer of any property or asset that is a lease,
   license, conveyance or contract or similar property or asset, (B)
         existing by virtue of any transfer of, agreement to transfer, option or
  right with respect to, or Lien on, any property or assets of the
       Company or any Restricted Subsidiary not otherwise prohibited by this
 Indenture or (C) arising or agreed to in the ordinary course of
business, not relating to any Indebtedness, and that do not,  
         individually or in the aggregate, detract from the value of property or
  assets of the Company or any Restricted Subsidiary in any manner
material to the Company or any Restricted Subsidiary;         

           (v) with respect to a Restricted Subsidiary and imposed
     pursuant to an agreement that has been entered into for the sale or
     disposition of all or substantially all of the Capital Stock of, or
property and assets of, such Restricted Subsidiary;           

                (vi) customary provisions with respect to the disposition or
        distribution of assets or property in joint venture agreements, assets
     sale agreements, stock sale agreements and other similar agreements
entered into in the ordinary course of business; or           

          (vii) with respect to a Foreign Subsidiary and imposed
         pursuant to any agreement or instrument governing Indebtedness (whether
         or not outstanding) of such Foreign Subsidiary permitted to be Incurred
      under Section 4.03 so long as (A) such encumbrance or restriction is
      not applicable to any Person or the property or assets of any Person
      other than such Foreign Subsidiary or the property or assets of such
       Foreign Subsidiary and its Foreign Subsidiaries and (B) not more than
   20% of such Foreign Subsidiary's assets are located in the United
States.                                                       

            Nothing contained in this Section 4.05 shall prevent the
Company or any Restricted Subsidiary from (1) creating, incurring, assuming or  
suffering to exist any Liens otherwise permitted in Section 4.09 or (2)         
restricting the sale or other disposition of property or assets of the Company  
or any of its Restricted Subsidiaries that secure Indebtedness of the Company or
any of its Restricted Subsidiaries.                                             

                SECTION 4.06. Limitation on the Issuance and Sale of Capital
Stock of Restricted Subsidiaries. The Company will not sell, and will not permit
any Restricted Subsidiary, directly or indirectly, to issue or sell, any shares 
of Capital Stock of a Restricted Subsidiary (including options, warrants or     
other rights to purchase shares of such Capital Stock) except:                  

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               (i) to the Company or a Wholly Owned Restricted Subsidiary;

              (ii) issuances of director's qualifying shares or sales to
       foreign nationals of shares of Capital Stock of Foreign Subsidiaries,
to the extent required by applicable law;                     

                 (iii) if, immediately after giving effect to such issuance or
sale, such Restricted Subsidiary would no longer constitute a 
         Restricted Subsidiary and any Investment in such Person remaining after
        giving effect to such issuance or sale would have been permitted to be
       made under Section 4.04 if made on the date of such issuance or sale;
or                                                            

              (iv) sales of Common Stock (including options, warrants or
       other rights to purchase shares of such Common Stock) of a Restricted
         Subsidiary by the Company or a Restricted Subsidiary, provided that the
        Company or such Restricted Subsidiary applies the Net Cash Proceeds of
     any such sale in accordance with clause (i)(A) or (i)(B) of Section
4.11.                                                         

          SECTION 4.07. Limitation on Issuances of Guarantees by
Restricted Subsidiaries. The Company shall cause each Restricted Subsidiary     
other than a Foreign Subsidiary to execute and deliver a supplemental indenture 
to this Indenture providing for an unsubordinated Guarantee (a "Subsidiary      
Guarantee") of payment of the Notes by such Restricted Subsidiary.              

                 The Company shall not permit any Foreign Subsidiary, directly
or indirectly, to Guarantee any Indebtedness ("Guaranteed Indebtedness") of the 
Company or any Subsidiary Guarantor, unless (i) such Foreign Subsidiary         
simultaneously executes and delivers a Subsidiary Guarantee and (ii) such       
Foreign Subsidiary waives and will not in any manner whatsoever claim or take   
the benefit or advantage of, any rights of reimbursement, indemnity or          
subrogation or any other rights against the Company or any other Restricted     
Subsidiary as a result of any payment by such Foreign Subsidiary under its      
Subsidiary Guarantee until the Notes have been paid in full. If the Guaranteed  
Indebtedness is (A) pari passu in right of payment with the Notes or any        
Subsidiary Guarantee, then the Guarantee of such Guaranteed Indebtedness shall  
be pari passu in right of payment with, or subordinated to, the Subsidiary      
Guarantee or (B) subordinated in right of payment to the Notes or any Subsidiary
Guarantee, then the Guarantee of such Guaranteed Indebtedness shall be          
subordinated in right of payment to the Subsidiary Guarantee at least to the    
extent that the Guaranteed Indebtedness is subordinated to the Notes or any     
Subsidiary Guarantee.                                                           

                Notwithstanding the foregoing, any Subsidiary Guarantee by a
Restricted Subsidiary may provide by its terms that it shall be automatically   
and unconditionally released and discharged upon (i) any sale, exchange or      
transfer (including by way of merger or consolidation), to any Person not an    
Affiliate of the Company, of all of the Company's and each Restricted           
Subsidiary's Capital Stock in, or all or substantially all the assets of, such  
Restricted Subsidiary (which sale, exchange or transfer is not prohibited by    
this Indenture) or upon the designation of such Restricted Subsidiary as an     
Unrestricted Subsidiary in accordance with the terms of this Indenture; or (ii) 
solely in the case of a Subsidiary Guarantee by a Foreign Subsidiary issued in  
connection with the immediately preceding paragraph, the release or             

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discharge of the Guarantee which resulted in the creation of such Subsidiary    
Guarantee, except a discharge or release by or as a result of payment under such
Guarantee.                                                                      

                  SECTION 4.08. Limitation on Transactions with Stockholders and
Affiliates. The Company shall not, and shall not permit any Restricted          
Subsidiary to, directly or indirectly, enter into, renew or extend any          
transaction (including, without limitation, the purchase, sale, lease or        
exchange of property or assets, or the rendering of any service) with any holder
(or any Affiliate of such holder) of 5% or more of any class of Capital Stock of
the Company or PSF Group Holdings or with any Affiliate of the Company or any   
Restricted Subsidiary, except upon fair and reasonable terms no less favorable  
to the Company or such Restricted Subsidiary than could be obtained, at the time
of such transaction or, if such transaction is pursuant to a written agreement, 
at the time of the execution of the agreement providing therefor, in a          
comparable arm's-length transaction with a Person that is not such a holder or  
an Affiliate.                                                                   

                The foregoing limitation does not limit, and shall not apply
to:                                                                             

      (i) transactions (A) approved by a majority of the
       disinterested members of the Board of Directors of the Company or (B)
  for which the Company or a Restricted Subsidiary delivers to the
 Trustee a written opinion of an investment banking, accounting,
     valuation or appraisal firm of recognized standing stating that the
         transaction is fair to the Company or such Restricted Subsidiary from a
financial point of view;                                      

                  (ii) any transaction solely between (A) the Company and any of
       its Wholly Owned Restricted Subsidiaries or solely among Wholly Owned
  Restricted Subsidiaries and (B) the Company and any of its other
       Restricted Subsidiaries or solely among other Restricted Subsidiaries
  in the ordinary course of business; provided that solely for the
         purposes of this clause (B) no Affiliate of the Company (other than its
        Restricted Subsidiaries) owns any Capital Stock of any such Restricted
Subsidiary;                                                   

                 (iii) the payment of reasonable and customary compensation to
   directors of the Company who are not employees of the Company and
      reasonable indemnification arrangements entered into by the Company;

           (iv) any payments or other transactions pursuant to any
     tax-sharing agreement between the Company and any other Person with
     which the Company files a consolidated tax return or with which the
Company is part of a consolidated group for tax purposes;     

       (v) any sale of shares of Capital Stock (other than
Disqualified Stock) of the Company;                           

                (vi) any Restricted Payments not prohibited by Section 4.04;

                  (vii) the payment of fees to Morgan Stanley & Co. Incorporated
   or its Affiliates for financial, advisory, consulting, commercial
      banking or investment banking services and related expenses that the
       Board of Directors deems advisable or appropriate (including, without
         limitation, the payment of any underwriting discounts or commissions or
   placement agency fees in connection with the issuance and sale of
securities);                                                  

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                  (viii) the payment of reasonable fees to ContiGroup for legal,
      hedging and other services in an aggregate amount not to exceed $1.0
million in any fiscal year;                                   

               (ix) the payment to ContiGroup for consulting fees for work
      done in reaching a settlement of certain environmental matters in an
aggregate amount not to exceed $3.5 million; or               

             (x) the reimbursement for reasonable expenses incurred by
    ContiGroup in connection with contract grower services provided in
accordance with past practice.                                

               Notwithstanding the foregoing, any transaction or series of
related transactions covered by the first paragraph of this Section 4.08 and not
covered by clauses (ii) through (x) of this paragraph, (a) the aggregate amount 
of which exceeds $2.0 million in value, must be approved or determined to be    
fair in the manner provided for in clause (i)(A) or (B) above and (b) the       
aggregate amount of which exceeds $10.0 million in value, must be determined to 
be fair in the manner provided for in clause (i)(B) above.                      

                SECTION 4.09. Limitation on Liens. The Company will not, and
will not permit any Restricted Subsidiary to, create, incur, assume or suffer to
exist any Lien on any of its assets or properties of any character, or any      
shares of Capital Stock or Indebtedness of any Restricted Subsidiary, without   
making effective provision for all of the Notes and all other amounts due under 
this Indenture to be directly secured equally and ratably with (or, if the      
obligation or liability to be secured by such Lien is subordinated in right of  
payment to the Notes, prior to) the obligation or liability secured by such     
Lien.                                                                           

The foregoing limitation does not apply to: 

           (i) Liens existing on the Closing Date, including Liens
securing obligations under the Credit Agreement;              

              (ii) Liens granted after the Closing Date on any assets or
        Capital Stock of the Company or its Restricted Subsidiaries created in
 favor of the Trustee for its benefit and for the benefit of the
Holders;                                                      

          (iii) Liens with respect to the assets of a Restricted
      Subsidiary granted by such Restricted Subsidiary to the Company or a
        Wholly Owned Restricted Subsidiary to secure Indebtedness owing to the
Company or such other Restricted Subsidiary;                  

         (iv) Liens securing Indebtedness which is Incurred to
        refinance secured Indebtedness which is permitted to be Incurred under
     clause (iii) of the second paragraph of Section 4.03; provided that
    such Liens do not extend to or cover any property or assets of the
        Company or any Restricted Subsidiary other than the property or assets
securing the Indebtedness being refinanced; or                

                  (v) Liens to secure Indebtedness (including Indebtedness under
         the Credit Agreement) Incurred under clause (i) or (viii) of the second
paragraph of Section 4.03;                                    

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               (vi) Liens (including extensions and renewals thereof) upon
 real or personal property (including Capital Stock) acquired or
    constructed after the Closing Date; provided that (a) such Lien is
      created solely for the purpose of securing Indebtedness Incurred, in
accordance with Section 4.03, to finance or refinance the cost
    (including the cost of improvement or construction) of the item of
       property or assets subject thereto and such Lien is created prior to,
         at the time of or within six months after the later of the acquisition,
         the completion of construction or the commencement of full operation of
        such property, (b) the principal amount of the Indebtedness secured by
    such Lien does not exceed 100% of such cost (including transaction
        costs relating to such purchase, construction or improvement), and (c)
         any such Lien shall not extend to or cover any property or assets other
         than such item of property or assets and any improvements on such item;

                  (vii) Liens on cash set aside at the time of the Incurrence of
         any Indebtedness, or government securities purchased with such cash, in
   either case to the extent that such cash or government securities
         pre-fund the payment of interest on such Indebtedness and are held in a
       collateral or escrow account or similar arrangement to be applied for
such purpose; or                                              

(viii) Permitted Liens.                     

                SECTION 4.10. Limitation on Sale-Leaseback Transactions. The
Company will not, and will not permit any Restricted Subsidiary to, enter into  
any sale-leaseback transaction involving any of its assets or properties,       
whether now owned or hereafter acquired, whereby the Company or a Restricted    
Subsidiary sells or transfers such assets or properties more than six months    
after acquiring or completion of construction of such assets or properties and  
then or thereafter leases such assets or properties or any part thereof or any  
other assets or properties which the Company or such Restricted Subsidiary, as  
the case may be, intends to use for substantially the same purpose or purposes  
as the assets or properties sold or transferred.                                

                  The foregoing restriction does not apply to any sale-leaseback
transaction if (i) the lease is for a period, including renewal rights, of not  
in excess of three years; (ii) the lease secures or relates to industrial       
revenue bonds, pollution control bonds or other tax favored or tax exempt bonds;
(iii) the transaction is solely between the Company and any Wholly Owned        
Restricted Subsidiary or solely between Wholly Owned Restricted Subsidiaries;   
(iv) the Company or such Restricted Subsidiary, within 12 months after the sale 
or transfer of any assets or properties is completed, applies an amount not less
than the net proceeds received from such sale in accordance with clause (i)(A)  
or (i)(B) of the second paragraph of Section 4.11; or (v) the lease secures or  
relates to any vehicle; provided that the aggregate fair market value of such   
vehicles subject to such lease does not exceed $15.0 million.                   

                  SECTION 4.11. Limitation on Asset Sales. The Company will not,
and will not permit any Restricted Subsidiary to, consummate any Asset Sale,    
unless (i) the consideration received by the Company or such Restricted         
Subsidiary is at least equal to the fair market value of the assets sold or     
disposed of and (ii) at least 75% of the consideration received consists of (a) 
cash or Temporary Cash Investments, (b) the assumption of unsubordinated        
Indebtedness of the Company or any Subsidiary Guarantor or Indebtedness of any  
other Restricted Subsidiary (in                                                 

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each case, other than Indebtedness owed to the Company or any Affiliate of the  
Company), provided that the Company, such Subsidiary Guarantor or such other    
Restricted Subsidiary is irrevocably and unconditionally released from all      
liability under such Indebtedness or (c) Replacement Assets. For the purposes of
this Section 4.11 only, cash shall include any securities, notes or other       
obligations received by the Company or any such Restricted Subsidiary that are  
converted, sold or exchanged by the Company or any such Restricted Subsidiary   
into cash within 90 days of the related Asset Sale to the extent of the cash    
received in that conversion.                                                    

             In the event and to the extent that the Net Cash Proceeds
received by the Company or any of its Restricted Subsidiaries from one or more  
Asset Sales occurring on or after the Closing Date in any period of 12          
consecutive months exceed 10% of Adjusted Consolidated Net Tangible Assets      
(determined as of the date closest to the commencement of such 12-month period  
for which a consolidated balance sheet of the Company and its Subsidiaries has  
been filed with the Commission or provided to the Trustee), then the Company    
shall or shall cause the relevant Restricted Subsidiary to:                     

                (i) within twelve months after the date Net Cash Proceeds so
   received exceed 10% of Adjusted Consolidated Net Tangible Assets,

                 (A) apply an amount equal to such excess Net Cash Proceeds to
     permanently repay unsubordinated Indebtedness of the Company or any
Subsidiary Guarantor or Indebtedness of any other Restricted  
      Subsidiary, in each case owing to a Person other than the Company or
any Affiliate of the Company, or                              

            (B) invest an equal amount, or the amount not so applied
         pursuant to clause (A) (or enter into a definitive agreement committing
     to so invest within 12 months after the date of such agreement), in
Replacement Assets, and                                       

            (ii) apply (no later than the end of the 12-month period
         referred to in clause (i)) such excess Net Cash Proceeds (to the extent
       not applied pursuant to clause (i) as extended in accordance with any
       definitive agreement referred to in subclause (B)) as provided in the
following paragraphs of this Section 4.11.                    

              The amount of such excess Net Cash Proceeds required to be
applied (or to be committed to be applied) during such 12-month period as set   
forth in clause (i) of the preceding sentence and not applied as so required by 
the end of such period shall constitute "Excess Proceeds."                      

                If, as of the first day of any calendar month, the aggregate
amount of Excess Proceeds not theretofore subject to an Offer to Purchase       
pursuant to this Section 4.11 totals at least $10.0 million, the Company must   
commence, not later than the fifteenth Business Day of such month, and          
consummate an Offer to Purchase from the Holders (and if required by the terms  
of any Indebtedness that is pari passu with the Notes ("Pari Passu              
Indebtedness"), from the holders of such Pari Passu Indebtedness) on a pro rata 
basis an aggregate principal amount of Notes (and Pari Passu Indebtedness) equal
to the Excess Proceeds on such date, at a purchase price equal to 100% of their 
principal amount, plus, in each case, accrued interest (if any) to the Payment  
Date. If any Excess Proceeds remain after consummation of an Offer to Purchase, 
the                                                                             

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Company or any Restricted Subsidiary may use such Excess Proceeds for any       
purpose not otherwise prohibited by this Indenture.                             

               SECTION 4.12. Repurchase of Notes upon a Change of Control.
The Company must commence, within 30 days after the occurrence of a Change of   
Control, and consummate an Offer to Purchase for all Notes then outstanding, at 
a purchase price equal to 101% of their principal amount, plus accrued interest 
(if any) to the Payment Date. The Company will not be required to make an Offer 
to Purchase pursuant to this Section 4.12 if a third party makes an offer to    
purchase the Notes in the manner, at the times and price and otherwise in       
compliance with this Section and purchases all Notes validly tendered and not   
withdrawn in such Offer to Purchase.                                            

                 SECTION 4.13. Existence. Subject to Articles Four and Five of
this Indenture, the Company shall do or cause to be done all things necessary to
preserve and keep in full force and effect its existence and the existence of   
each of its Restricted Subsidiaries in accordance with the respective           
organizational documents of the Company and each Restricted Subsidiary and the  
rights (whether pursuant to charter, partnership certificate, agreement, statute
or otherwise), licenses and franchises of the Company and each Restricted       
Subsidiary; provided that the Company shall not be required to preserve any such
right, license or franchise, or the existence of any Restricted Subsidiary, if  
the maintenance or preservation thereof is no longer desirable in the conduct of
the business of the Company and its Restricted Subsidiaries taken as a whole.   

                SECTION 4.14. Payment of Taxes and Other Claims. The Company
shall pay or discharge and shall cause each of its Subsidiaries to pay or       
discharge, or cause to be paid or discharged, before the same shall become      
delinquent (i) all material taxes, assessments and governmental charges levied  
or imposed upon (a) the Company or any such Subsidiary, (b) the income or       
profits of any such Subsidiary which is a corporation or (c) the property of the
Company or any such Subsidiary and (ii) all material lawful claims for labor,   
materials and supplies that, if unpaid, might by law become a lien upon the     
property of the Company or any such Subsidiary; provided that the Company shall 
not be required to pay or discharge, or cause to be paid or discharged, any such
tax, assessment, charge or claim the amount, applicability or validity of which 
is being contested in good faith by appropriate proceedings and for which       
adequate reserves have been established.                                        

              SECTION 4.15. Maintenance of Properties and Insurance. The
Company shall cause all properties used or useful in the conduct of its business
or the business of any of its Restricted Subsidiaries to be maintained and kept 
in good condition, repair and working order and supplied with all necessary     
equipment and will cause to be made all necessary repairs, renewals,            
replacements, betterments and improvements thereof, all as in the judgment of   
the Company may be necessary so that the business carried on in connection      
therewith may be properly and advantageously conducted at all times; provided   
that nothing in this Section 4.15 shall prevent the Company or any Restricted   
Subsidiary from discontinuing the use, operation or maintenance of any of such  
properties or disposing of any of them, if such discontinuance or disposal is,  
in the judgment of the Company, desirable in the conduct of the business of the 
Company or such Restricted Subsidiary.                                          

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                The Company will provide or cause to be provided, for itself
and its Restricted Subsidiaries, insurance (including appropriate               
self-insurance) against loss or damage of the kinds customarily insured against 
by corporations similarly situated and owning like properties, including, but   
not limited to, products liability insurance and public liability insurance,    
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 customary for corporations similarly situated in
the industry in which the Company or any such Restricted Subsidiary, as the case
may be, is then conducting business.                                            

           SECTION 4.16. Notice of Defaults. In the event that any
Officer becomes aware of any Default or Event of Default, the Company shall     
promptly deliver to the Trustee an Officers' Certificate specifying such Default
or Event of Default.                                                            

                SECTION 4.17. Compliance Certificates. (a) The Company shall
deliver to the Trustee, within 45 days after the end of each of the first three 
fiscal quarters of each year and within 90 days after the end of the last fiscal
quarter of each year, an Officers' Certificate stating whether or not the       
signers know of any Default or Event of Default that occurred during such fiscal
quarter. In the case of the Officers' Certificate delivered within 90 days after
the end of the Company's fiscal year, such certificate shall contain a          
certification from the principal executive officer, principal financial officer 
or principal accounting officer of the Company that a review has been conducted 
of the activities of the Company and its Restricted Subsidiaries and the        
Company's and its Restricted Subsidiaries' performance under this Indenture and 
that the Company has complied with all conditions and covenants under this      
Indenture. For purposes of this Section 4.17, such compliance shall be          
determined without regard to any period of grace or requirement of notice       
provided under this Indenture. If any of the officers of the Company signing    
such certificate has knowledge of such a Default or Event of Default, the       
certificate shall describe any such Default or Event of Default and its status. 
The first certificate to be delivered pursuant to this Section 4.17(a) shall be 
for the first fiscal quarter beginning after the execution of this Indenture.   

                (b) The Company shall deliver to the Trustee, within 90 days
after the end of each fiscal year, beginning with the fiscal year in which this 
Indenture was executed, a certificate signed by the Company's independent       
certified public accountants stating (i) that their audit examination has       
included a review of the terms of this Indenture and the Notes as they relate to
accounting matters, (ii) that they have read the most recent Officers'          
Certificate delivered to the Trustee pursuant to paragraph (a) of this Section  
4.17 and (iii) whether, in connection with their audit examination, anything    
came to their attention that caused them to believe that the Company was not in 
compliance with any of the terms, covenants, provisions or conditions of Article
Four and Section 5.01 of this Indenture as they pertain to accounting matters   
and, if any Default or Event of Default has come to their attention, specifying 
the nature and period of existence thereof; provided that such independent      
certified public accountants shall not be liable in respect of such statement by
reason of any failure to obtain knowledge of any such Default or Event of       
Default that would not be disclosed in the course of an audit examination       
conducted in accordance with generally accepted auditing standards in effect at 
the date of such examination.                                                   

               SECTION 4.18. Commission Reports and Reports to Holders. At
all times from and after the earlier of (i) the date of the commencement of an  
Exchange Offer or the                                                           

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effectiveness of the Shelf Registration Statement (the "Registration") and (ii) 
the date that is six months after the Closing Date, in either case, whether or  
not the Company is then required to file reports with the Commission, the       
Company shall file with the Commission all such reports and other information as
it would be required to file with the Commission by Section 13(a) or 15(d) under
the Securities Exchange Act of 1934 if it were subject thereto. The Company     
shall supply to the Trustee and to each Holder who so requests or shall supply  
to the Trustee for forwarding to each such Holder, without cost to such Holder, 
copies of such reports and other information. In addition, at all times prior to
the earlier of the date of the Registration and the date that is six months     
after the Closing Date, the Company shall, at its cost, deliver to the Trustee  
and each Holder who so requests quarterly and annual reports substantially      
equivalent to those which would be required by the Exchange Act. In addition, at
all times prior to the Registration, upon the request of any Holder or any      
prospective purchaser of the Notes designated by a Holder, the Company shall    
supply to such Holder or such prospective purchaser the information required    
under Rule 144A under the Securities Act.                                       

               Notwithstanding the foregoing so long as PSF Group Holdings
guarantees the Notes, the reports, information and other documents required to  
be filed and provided as described above shall be those of PSF Group Holdings,  
rather than the Company, so long as such filings would satisfy the Commission's 
requirements.                                                                   

              SECTION 4.19. Waiver of Stay, Extension or Usury Laws. The
Company covenants (to the extent that it may lawfully do so) that it will not at
any time insist upon, or plead, or in any manner whatsoever claim or take the   
benefit or advantage of, any stay or extension law or any usury law or other law
that would prohibit or forgive the Company from paying all or any portion of the
principal of, premium, if any, or interest on the Notes as contemplated herein, 
wherever enacted, now or at any time hereafter in force, or that may affect the 
covenants or the performance of this Indenture; and (to the extent that it may  
lawfully do so) the Company hereby expressly waives all benefit or advantage of 
any such law and covenants that it will not hinder, delay or impede the         
execution of any power herein granted to the Trustee, but will suffer and permit
the execution of every such power as though no such law had been enacted.       

                 SECTION 4.20. Issuance of Subsidiary Guarantees by Restricted
Subsidiaries. Each Subsidiary of the Company (other than a Foreign Subsidiary)  
which becomes a Restricted Subsidiary after the date of this Indenture and has  
assets in excess of $1,000 shall, together with the Company and each other      
Guarantor, not later than 30 days after such Subsidiary becomes a Restricted    
Subsidiary, execute and deliver a supplemental indenture to this Indenture      
providing for a Note Guarantee by such Restricted Subsidiary pursuant to Article
Ten.                                                                            

ARTICLE FIVE
 SUCCESSOR CORPORATION

            SECTION 5.01. When Company or Guarantors May Merge, Etc.
Neither the Company nor PSF Group Holdings will consolidate with, merge with or 
into, or sell, convey, transfer, lease or otherwise dispose of all or           
substantially all of its property and assets (as an entirety or substantially an
entirety in one transaction or a series of related transactions) to, any Person 
or permit any Person to merge with or into it unless:                           

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                  (i) it shall be the continuing Person, or the Person (if other
     than it) formed by such consolidation or into which it is merged or
     that acquired or leased such property and assets of (the "Surviving
      Person") shall be a corporation organized and validly existing under
      the laws of the United States of America or any jurisdiction thereof
       and shall expressly assume, by a supplemental indenture, executed and
       delivered to the Trustee, all of the Company's or PSF Group Holdings'
      obligations, as the case may be, under this Indenture and the Notes;

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

               (iii) if such transaction involves the Company, immediately
   after giving effect to such transaction on a pro forma basis, the
   Company or the Surviving Person, as the case may be, shall have a
      Consolidated Net Worth equal to or greater than the Consolidated Net
Worth of the Company immediately prior to such transaction;   

              (iv) if such transaction involves the Company, immediately
  after giving effect to such transaction on a pro forma basis the
      Company, or the Surviving Person, as the case may be, could Incur at
        least $1.00 of Indebtedness under the first paragraph of Section 4.03;
    provided that this clause (iv) shall not apply to a consolidation,
    merger or sale of all (but not less than all) of the assets of the
       Company if all Liens and Indebtedness of the Company or the Surviving
         Person, as the case may be, and its Restricted Subsidiaries outstanding
       immediately after such transaction would have been permitted (and all
       such Liens and Indebtedness, other than Liens and Indebtedness of the
       Company and its Restricted Subsidiaries outstanding immediately prior
    to the transaction, shall be deemed to have been Incurred) for all
purposes of this Indenture;                                   

               (v) it delivers to the Trustee an Officers' Certificate (if
 such transaction involves the Company, attaching the arithmetic
         computations to demonstrate compliance with clauses (iii) and (iv)) and
   Opinion of Counsel, in each case stating that such consolidation,
       merger or transfer and such supplemental indenture complies with this
    Section 5.01 and that all conditions precedent provided for herein
relating to such transaction have been complied with; and     

            (vi) each Guarantor, unless such Guarantor is the Person
      entering into such transaction under this Section 5.01 shall have by
         amendment to its Note Guarantee confirmed that its Note Guarantee shall
    apply to the obligations of the Company or the Surviving Person in
accordance with the Notes and this Indenture;                 

provided, however, that clauses (iii) and (iv) above do not apply (a) if in the 
good faith determination of the Board of Directors of the Company, whose        
determination shall be evidenced by a Board Resolution, the principal purpose of
such transaction is to change the state of incorporation of the Company and any 
such transaction shall not have as one of its purposes the evasion of the       
foregoing limitations, or (b) to any transaction solely between the Company and 
any Wholly Owned Restricted Subsidiary.                                         

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                  Each Subsidiary Guarantor (other than any Subsidiary Guarantor
whose Note Guarantee is to be released in accordance with the terms of this     
Indenture) will not, and the Company will not cause or permit any Subsidiary    
Guarantor to, consolidate with or merge with or into any Person other than the  
Company or any other Subsidiary Guarantor unless:                               

                (i) the entity formed by or surviving any such consolidation
     or merger (if other than the Subsidiary Guarantor) is a corporation
         organized and existing under the laws of the United States or any State
thereof or the District of Columbia;                          

                 (ii) such entity assumes by supplemental indenture all of the
obligations of the Subsidiary Guarantor on its Note Guarantee;

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

                (iv) 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 (iv) of the first paragraph of
this Section 5.01; and                                        

               (v) it delivers to the Trustee an Officers' Certificate and
   Opinion of Counsel, in each case stating that such consolidation,
       merger or transfer and such supplemental indenture complies with this
    Section 5.01 and that all conditions precedent provided for herein
relating to such transaction have been complied with.         

                  SECTION 5.02. Successor Substituted. Upon any consolidation or
merger, or any sale, conveyance, transfer, lease or other disposition of all or 
substantially all of the property and assets of the Company or any Guarantor in 
accordance with Section 5.01 of this Indenture, the successor Person formed by  
such consolidation or into which the Company or any Guarantor is merged or to   
which such sale, conveyance, transfer, lease or other disposition is made shall 
succeed to, and be substituted for, and may exercise every right and power of,  
the Company or such Guarantor under this Indenture with the same effect as if   
such successor Person had been named as the Company or such Guarantor herein;   
provided that the Company shall not be released from its obligation to pay the  
principal of, premium, if any, or interest on the Notes and such Guarantor shall
not be released from its Note Guarantee in the case of a lease of all or        
substantially all of its property and assets.                                   

ARTICLE SIX 
DEFAULT AND REMEDIES

                 SECTION 6.01. Events of Default. The following events will be
defined as "Events of Default" in this Indenture:                               

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

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

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                  (c) (i) default in the performance or breach of the provisions
 of this Indenture applicable to (A) mergers, consolidations and
       transfers of all or substantially all of the assets of the Company or
       PSF Group Holdings or (B) mergers or consolidations of any Subsidiary
       Guarantor or (ii) the failure by the Company to make or consummate an
    Offer to Purchase in accordance with Section 4.11 or Section 4.12;

          (d) the Company, any Subsidiary Guarantor or PSF Group
        Holdings defaults in the performance of or breaches any other covenant
         or agreement in this Indenture or under the Notes (other than a default
       specified in clause (a), (b) or (c) above) and such default or breach
       continues for a period of 30 consecutive days after written notice by
         the Trustee or the Holders of 25% or more in aggregate principal amount
of the Notes;                                                 

           (e) there occurs with respect to any issue or issues of
  Indebtedness of the Company, any Subsidiary Guarantor, PSF Group
        Holdings or any Significant Subsidiary having an outstanding principal
        amount of $7.5 million or more in the aggregate for all such issues of
 all such Persons, whether such Indebtedness now exists or shall
   hereafter be created, (A) an event of default that has caused the
         holder thereof to declare such Indebtedness to be due and payable prior
         to its Stated Maturity and such Indebtedness has not been discharged in
        full or such acceleration has not been rescinded or annulled within 30
      days of such acceleration and/or (B) the failure to make a principal
    payment at the final (but not any interim) fixed maturity and such
       defaulted payment shall not have been made, waived or extended within
30 days of such payment default;                              

                (f) final judgments or orders (not covered by insurance) for
         the payment of money in excess of $7.5 million in the aggregate for all
       such final judgments or orders against all such Persons (treating any
      deductibles, self-insurance or retention as not so covered) shall be
   rendered against the Company, any Subsidiary Guarantor, PSF Group
 Holdings or any Significant Subsidiary and shall not be paid or
  discharged, and there shall be any period of 30 consecutive days
following entry of the final judgment or order that causes the
         aggregate amount for all such final judgments or orders outstanding and
        not paid or discharged against all such Persons to exceed $7.5 million
        during which a stay of enforcement of such final judgment or order, by
  reason of a pending appeal or otherwise, shall not be in effect;

            (g) a court having jurisdiction in the premises enters a
decree or order for (A) relief in respect of the Company, any 
        Subsidiary Guarantor, PSF Group Holdings or any Significant Subsidiary
       in an involuntary case under any applicable bankruptcy, insolvency or
    other similar law now or hereafter in effect, (B) appointment of a
     receiver, liquidator, assignee, custodian, trustee, sequestrator or
      similar official of the Company, any Subsidiary Guarantor, PSF Group
        Holdings or any Significant Subsidiary or for all or substantially all
      of the property and assets of the Company, any Subsidiary Guarantor,
        PSF Group Holdings or any Significant Subsidiary or (C) the winding up
         or liquidation of the affairs of the Company, any Subsidiary Guarantor,
     PSF Group Holdings or any Significant Subsidiary and, in each case,
       such decree or order shall remain unstayed and in effect for a period
of 60 consecutive days;                                       

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                 (h) the Company, any Subsidiary Guarantor, PSF Group Holdings
        or any Significant Subsidiary (A) commences a voluntary case under any
         applicable bankruptcy, insolvency or other similar law now or hereafter
  in effect, or consents to the entry of an order for relief in an
         involuntary case under any such law, (B) consents to the appointment of
      or taking possession by a receiver, liquidator, assignee, custodian,
trustee, sequestrator or similar official of the Company, any 
        Subsidiary Guarantor, PSF Group Holdings or any Significant Subsidiary
   or for all or substantially all of the property and assets of the
Company, any Subsidiary Guarantor, PSF Group Holdings or any  
      Significant Subsidiary or (C) effects any general assignment for the
benefit of creditors; or                                      

               (i) any Guarantor repudiates its obligations under its Note
         Guarantee or, except as permitted by this Indenture, any Note Guarantee
      is determined to be unenforceable or invalid or shall for any reason
cease to be in full force and effect.                         

                  SECTION 6.02. Acceleration. If an Event of Default (other than
an Event of Default specified in clause (g) or (h) of Section 6.01 that occurs  
with respect to the Company) occurs and is continuing under this Indenture, the 
Trustee or the Holders of at least 25% in aggregate principal amount of the     
Notes, then outstanding, by written notice to the Company (and to the Trustee if
such notice is given by the Holders), may, and the Trustee at the request of    
such Holders shall, declare the principal of, premium, if any, and accrued      
interest on the Notes to be immediately due and payable. Upon a declaration of  
acceleration, such principal of, premium, if any, and accrued interest shall be 
immediately due and payable. In the event of a declaration of acceleration      
because an Event of Default set forth in clause (e) of Section 6.01 has occurred
and is continuing, such declaration of acceleration shall be automatically      
rescinded and annulled if the event of default triggering such Event of Default 
pursuant to clause (e) of Section 6.01 shall be remedied or cured by the        
Company, PSF Group Holdings, any Subsidiary Guarantor or the relevant           
Significant Subsidiary or waived by the holders of the relevant Indebtedness    
within 60 days after the declaration of acceleration with respect thereto. If an
Event of Default specified in clause (g) or (h) of Section 6.01 occurs with     
respect to the Company or any Guarantor, the principal of, premium, if any, and 
accrued interest on the Notes then outstanding shall automatically 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 such declaration of acceleration, but before
a judgment or decree for the payment of money due has been obtained by the      
Trustee, the Holders of at least a majority in principal amount of the          
outstanding Notes by written notice to the Company and to the Trustee, may waive
all past defaults and rescind and annul a declaration of acceleration and its   
consequences if (a) the Company has paid or deposited with the Trustee a sum    
sufficient to pay (i) all sums paid or advanced by the Trustee hereunder and the
reasonable compensation, expenses and disbursements and advances of the Trustee,
it agents and counsel, (ii) all overdue interest on all Notes, (iii) the        
principal of and premium, if any, on any Notes that have become due otherwise   
than by such declaration or occurrence of acceleration and interest thereon at  
the rate prescribed therefor by such Notes, and (iv) to the extent that payment 
for such interest is lawful, interest upon overdue interest, if any, at the rate
prescribed therefor by such Notes, (b) all existing Events of Default, other    
than the nonpayment of the principal of, premium, if any, and interest on the   
Notes that have become due solely by such declaration of acceleration, have been

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cured or waived and (c) the rescission would not conflict with any judgment or  
decree of a court of competent jurisdiction.                                    

               SECTION 6.03. Other Remedies. If an Event of Default occurs
and is continuing, the Trustee may, and at the direction of the Holders of at   
least a majority in principal amount of the outstanding Notes shall, pursue any 
available remedy by proceeding at law or in equity to collect the payment of    
principal of, premium, if any, or interest on the Notes or to enforce the       
performance of any provision of the Notes or this Indenture.                    

             The Trustee may maintain a proceeding even if it does not
possess any of the Notes or does not produce any of them in the proceeding.     

              SECTION 6.04. Waiver of Past Defaults. Subject to Sections
6.02, 6.07 and 9.02, the Holders of at least a majority in principal amount of  
the outstanding Notes, by notice to the Trustee, may waive an existing Default  
or Event of Default and its consequences, except a Default in the payment of    
principal of, premium, if any, or interest on any Note as specified in clause   
(a) or (b) of Section 6.01 or in respect of a covenant or provision of this     
Indenture which cannot be modified or amended without the consent of the Holder 
of each outstanding Note affected. Upon any such waiver, such Default shall     
cease to exist, and any Event of Default arising therefrom shall be deemed to   
have been cured, for every purpose of this Indenture; but no such waiver shall  
extend to any subsequent or other Default or Event of Default or impair any     
right consequent thereto.                                                       

                SECTION 6.05. Control by Majority. The Holders of at least a
majority in aggregate principal amount of the outstanding Notes may direct the  
time, method and place of conducting any proceeding for any remedy available to 
the Trustee or exercising any trust or power conferred on the Trustee. However, 
the Trustee may refuse to follow any direction that conflicts with law or this  
Indenture, that may involve the Trustee in personal liability, or that the      
Trustee determines in good faith may be unduly prejudicial to the rights of     
Holders of Notes not joining in the giving of such direction and may take any   
other action it deems proper that is not inconsistent with any such direction   
received from Holders of Notes.                                                 

                 SECTION 6.06. Limitation on Suits. A Holder may not institute
any proceeding, judicial or otherwise, with respect to this Indenture or the    
Notes, or for the appointment of a receiver or trustee, or for any other remedy 
hereunder, unless:                                                              

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

                  (ii) the Holders of at least 25% in aggregate principal amount
       of outstanding Notes shall have made a written request to the Trustee
to pursue such remedy;                                        

            (iii) such Holder or Holders offer the Trustee indemnity
        reasonably satisfactory to the Trustee against any costs, liability or
expense;                                                      

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

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               (v) during such 60-day period, the Holders of a majority in
     aggregate principal amount of the outstanding Notes do not give the
Trustee a direction that is inconsistent with the request.    

           For purposes of Section 6.05 of this Indenture and this
Section 6.06, the Trustee shall comply with TIA Section 316(a) in making any    
determination of whether the Holders of the required aggregate principal amount 
of outstanding Notes have concurred in any request or direction of the Trustee  
to pursue any remedy available to the Trustee or the Holders with respect to    
this Indenture or the Notes or otherwise under the law.                         

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

       SECTION 6.07. Rights of Holders to Receive Payment.
Notwithstanding any other provision of this Indenture, the right of any Holder  
of a Note to receive payment of the principal of, premium, if any, or interest  
on, such Note or to bring suit for the enforcement of any such payment, on or   
after the due date expressed in the Notes, shall not be impaired or affected    
without the consent of such Holder.                                             

            SECTION 6.08. Collection Suit by Trustee. If an Event of
Default in payment of principal, premium or interest specified in clause (a),   
(b) or (c) of Section 6.01 occurs and is continuing, the Trustee may recover    
judgment in its own name and as trustee of an express trust against the Company 
or any other obligor of the Notes for the whole amount of principal, premium, if
any, and accrued interest remaining unpaid, together with interest on overdue   
principal, premium, if any, and, to the extent that payment of such interest is 
lawful, interest on overdue installments of interest, in each case at the rate  
specified in the Notes, and such further amount as shall be sufficient to cover 
the costs and expenses of collection, including the reasonable compensation,    
expenses, disbursements and advances of the Trustee, its agents and counsel.    

               SECTION 6.09. Trustee May File Proofs of Claim. The Trustee
may file such proofs of claim and other papers or documents as may be necessary 
or advisable in order to have the claims of the Trustee (including any claim for
the reasonable compensation, expenses, disbursements and advances of the        
Trustee, its agents and counsel, and any other amounts due the Trustee under    
Section 7.07) and the Holders allowed in any judicial proceedings relative to   
the Company (or any other obligor of the Notes), its creditors or its property  
and shall be entitled and empowered to collect and receive any monies,          
securities or other property payable or deliverable upon conversion or exchange 
of the Notes or upon any such claims and to distribute the same, and any        
custodian, receiver, assignee, trustee, liquidator, sequestrator or other       
similar official in any such judicial proceeding is hereby authorized by each   
Holder to make such payments to the Trustee and, in the event that the Trustee  
shall consent to the making of such payments directly to the Holders, to pay to 
the Trustee any amount due to it for the reasonable compensation, expenses,     
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 7.07. Nothing herein contained shall be   
deemed to empower 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                                                 

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or the rights of any Holder thereof, or to authorize the Trustee to vote in     
respect of the claim of any Holder in any such proceeding.                      

               SECTION 6.10. Priorities. If the Trustee collects any money
pursuant to this Article Six, it shall pay out the money in the following order:

                 First: to the Trustee for all amounts due under Section 7.07;

          Second: to Holders for amounts then due and unpaid for
principal of, premium, if any, and interest on the Notes in respect of which or 
for the benefit of which such money has been collected, ratably, without        
preference or priority of any kind, according to the amounts due and payable on 
such Notes for principal, premium, if any, and interest, respectively; and      

                Third: to the Company or any other obligors of the Notes, as
their interests may appear, or as a court of competent jurisdiction may direct. 

                  The Trustee, upon prior written notice to the Company, may fix
a record date and payment date for any payment to Holders pursuant to this      
Section 6.10.                                                                   

            SECTION 6.11. Undertaking for Costs. In any suit for the
enforcement of any right or remedy under this Indenture or in any suit against  
the Trustee for any action taken or omitted by it as Trustee, a court may       
require any party litigant in such suit to file an undertaking to pay the costs 
of the suit, and the court 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 6.11 does not apply to a suit by the Trustee, a suit by a Holder        
pursuant to Section 6.07, or a suit by Holders of more than 10% in principal    
amount of the outstanding Notes.                                                

            SECTION 6.12. Restoration of Rights and Remedies. If the
Trustee or any Holder has instituted any proceeding to enforce any right or     
remedy under this Indenture and such proceeding has been discontinued or        
abandoned for any reason, or has been determined adversely to the Trustee or to 
such Holder, then, and in every such case, subject to any determination in such 
proceeding, the Company, the Trustee and the Holders shall be restored severally
and respectively to their former positions hereunder and thereafter all rights  
and remedies of the Company, Trustee and the Holders shall continue as though no
such proceeding had been instituted.                                            

           SECTION 6.13. Rights and Remedies Cumulative. Except as
otherwise provided with respect to the replacement or payment of mutilated,     
destroyed, lost or wrongfully taken Notes in Section 2.09, no right or remedy   
herein conferred upon or reserved to the Trustee or to the Holders is intended  
to be exclusive of any other right or remedy, and every right and remedy shall, 
to the extent permitted by law, be cumulative and in addition to every other    
right and remedy given hereunder or now or hereafter existing at law or in      
equity or otherwise. The assertion or employment of any right or remedy         
hereunder, or otherwise, shall not prevent the concurrent assertion or          
employment of any other appropriate right or remedy.                            

           SECTION 6.14. Delay or Omission Not Waiver. No delay or
omission of the Trustee or of any Holder to exercise any right or remedy        
accruing upon any Event of Default                                              

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shall impair any such right or remedy or constitute a waiver of any such Event  
of Default or an acquiescence therein. Every right and remedy given by this     
Article Six or by law to the Trustee or to the Holders may be exercised from    
time to time, and as often as may be deemed expedient, by the Trustee or by the 
Holders, as the case may be.                                                    

ARTICLE SEVEN 
 TRUSTEE

                 SECTION 7.01. General. The duties and responsibilities of the
Trustee shall be as provided by the TIA and as set forth herein. Notwithstanding
the foregoing, no provision of this Indenture shall require the Trustee to      
expend or risk its own funds or otherwise incur any financial liability in the  
performance of any of its duties hereunder, or in the exercise of any of its    
rights or powers, if it shall have reasonable grounds for believing that        
repayment of such funds or adequate indemnity against such risk or liability is 
not assured to it. Whether or not herein expressly so provided, every provision 
of this Indenture relating to the conduct or affecting the liability of or      
affording protection to the Trustee shall be subject to the provisions of this  
Article Seven.                                                                  

                Except during the continuance of a Default, the Trustee will
not be liable, except for the performance of such duties as are specifically set
forth in this Indenture. If an Event of Default has occurred and is continuing, 
the Trustee will use the same degree of care and skill in its exercise of the   
rights and powers vested in it under this Indenture as a prudent person would   
exercise under the circumstances in the conduct of such person's own affairs.   

           SECTION 7.02. Certain Rights of Trustee. Subject to TIA
Sections 315(a) through (d):                                                    

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

                (ii) before the Trustee acts or refrains from acting, it may
        require an Officers' Certificate or an Opinion of Counsel, which shall
   conform to Section 11.04. The Trustee shall not be liable for any
    action it takes or omits to take in good faith in reliance on such
certificate or opinion;                                       

                  (iii) the Trustee may act through its attorneys and agents and
  shall not be responsible for the misconduct or negligence of any
attorney or agent appointed with due care by it hereunder;    

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

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                  (v) 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
    its rights or powers, provided that the Trustee's conduct does not
constitute negligence or bad faith;                           

             (vi) whenever in the administration of this Indenture the
        Trustee shall deem it desirable that a matter be proved or established
  prior to taking, suffering or omitting any action hereunder, the
        Trustee (unless other evidence be herein specifically prescribed) may,
 in the absence of bad faith on its part, rely upon an Officers'
Certificate;                                                  

                  (vii) the Trustee shall not be bound to make any investigation
  into the facts or matters stated in any resolution, certificate,
      statement, instrument, opinion, financial statement, report, notice,
  request, direction, consent, order, bond, debenture, note, other
       evidence of indebtedness or other paper or document, but the Trustee,
        in its discretion, may make such further inquiry or investigation into
    such facts or matters as it may see fit, and, if the Trustee shall
      determine to make such further inquiry or investigation, it shall be
         entitled, at the Company's sole cost and expense, to examine the books,
         records and premises of the Company personally or by agent or attorney;
and                                                           

                 (viii) the Trustee shall not be charged with knowledge of any
         Default or Event of Default with respect to the Notes unless either (1)
      a Responsible Officer shall have actual knowledge of such Default or
    Event of Default or (2) written notice of such Default or Event of
  Default shall have been given to the Trustee by the Company, any
Guarantor or by any Holder of the Notes.                      

               SECTION 7.03. Individual Rights of Trustee. The Trustee, in
its individual or any other capacity, may become the owner or pledgee of Notes  
and may otherwise deal with the Company or its Affiliates with the same rights  
it would have if it were not the Trustee. Any Agent may do the same with like   
rights. However, the Trustee is subject to TIA Sections 310(b) and 311.         

                SECTION 7.04. Trustee's Disclaimer. The Trustee (i) makes no
representation as to the validity or adequacy of this Indenture or the Notes,   
(ii) shall not be accountable for the Company's use or application of the       
proceeds from the Notes and (iii) shall not be responsible for any statement in 
the Notes other than its certificate of authentication.                         

                SECTION 7.05. Notice of Default. If any Default or any Event
of Default occurs and is continuing and if such Default or Event of Default is  
known to any Responsible Officer of the Trustee, the Trustee shall mail to each 
Holder in the manner and to the extent provided in TIA Section 313(c) notice of 
the Default or Event of Default within 45 days after it occurs, unless such     
Default or Event of Default has been cured; provided, however, that, except in  
the case of a default in the payment of the principal of, premium, if any, or   
interest on any Note, the Trustee shall be protected in withholding such notice 
if and so long as the board of directors, the executive committee or a trust    
committee of directors and/or a Responsible Officer of the Trustee in good faith
determine that the withholding of such notice is in the interest of the Holders.

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               SECTION 7.06. Reports by Trustee to Holders. Within 60 days
after each May 15, beginning with May 15, 2002, the Trustee shall mail to each  
Holder as provided in TIA Section 313(c) a brief report dated as of such May 15,
if required by TIA Section 313(a).                                              

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

               SECTION 7.07. Compensation and Indemnity. The Company shall
pay to the Trustee such compensation as shall be agreed upon in writing, from   
time to time, for its services hereunder. The compensation of the Trustee shall 
not be limited by any law on compensation of a trustee of an express trust. The 
Company shall reimburse the Trustee upon request for all reasonable             
disbursements, expenses and advances incurred or made by the Trustee without    
negligence or bad faith on its part. Such expenses shall include the reasonable 
compensation and expenses of the Trustee's agents and counsel.                  

                  The Company and each of the Guarantors, jointly and severally,
shall indemnify the Trustee, its directors, officers, agents and employees for, 
and hold it harmless against, any loss or liability, cost or expense incurred by
it without negligence or bad faith on its part in connection with the acceptance
or administration of this Indenture and its duties under this Indenture and the 
Notes, including, without limitation, the costs and expenses of defending itself
against any claim or liability and of complying with any process served upon it 
or any of its officers in connection with the exercise or performance of any of 
its powers or duties under this Indenture and the Notes. 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, unless the Company is materially prejudiced thereby. 
The Company shall defend the claim and the Trustee shall cooperate in the       
defense provided, however, that the Trustee shall have the right to defend such 
claim if, upon the advice of counsel, its interests may be prejudiced by the    
conduct of such defense by the Company. Unless otherwise set forth herein, 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.          

               To secure the Company's payment obligations in this Section
7.07, the Trustee shall have a lien prior to the Notes on all money or property 
held or collected by the Trustee, in its capacity as Trustee, except money or   
property held in trust to pay principal of, premium, if any, and interest on    
particular Notes.                                                               

                If the Trustee incurs expenses or renders services after the
occurrence of an Event of Default specified in clause (g) or (h) of Section     
6.01, the expenses and the compensation for the services will be intended to    
constitute expenses of administration under Title 11 of the United States       
Bankruptcy Code or any applicable federal or state law for the relief of        
debtors.                                                                        

         The provisions of this Section 7.07 shall survive the
resignation or removal of the Trustee and termination of this Indenture.        

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

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

                  The Trustee may resign at any time by so notifying the Company
in writing at least 30 days prior to the date of the proposed resignation. The  
Holders of a majority in principal amount of the outstanding Notes may remove   
the Trustee by so notifying the Trustee in writing and may appoint a successor  
Trustee with the consent of the Company. The Company may remove the Trustee if: 
(i) the Trustee is no longer eligible under Section 7.10; (ii) the Trustee is   
adjudged a bankrupt or an insolvent; (iii) a receiver or other public officer   
takes charge of the Trustee or its property; or (iv) the Trustee becomes        
incapable of acting.                                                            

                If the Trustee resigns or is removed, or if a vacancy exists
in the office of Trustee for any reason, the Company shall promptly appoint a   
successor Trustee. Within one year after the successor Trustee takes office, the
Holders of a majority in principal amount of the outstanding Notes may appoint a
successor Trustee to replace the successor Trustee appointed by the Company. If 
the successor Trustee does not deliver its written acceptance required by the   
next succeeding paragraph of this Section 7.08 within 30 days after the retiring
Trustee resigns or is removed, the retiring Trustee, the Company or the Holders 
of a majority in principal amount of the outstanding Notes may, at the expense  
of the Company, petition any court of competent jurisdiction for 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. Immediately after the   
delivery of such written acceptance, subject to the lien provided in Section    
7.07, (i) the retiring Trustee shall transfer all property held by it as Trustee
to the successor Trustee, (ii) the resignation or removal of the retiring       
Trustee shall become effective and (iii) the successor Trustee shall have all   
the rights, powers and duties of the Trustee under this Indenture. A successor  
Trustee shall mail notice of its succession to each Holder. No successor Trustee
shall accept its appointment unless at the time of such acceptance such         
successor Trustee shall be qualified and eligible under this Article.           

              If the Trustee is no longer eligible under Section 7.10 or
shall fail to comply with TIA Section 310(b), any Holder who satisfies the      
requirements of TIA Section 310(b) may petition any court of competent          
jurisdiction for the removal of the Trustee and the appointment of a successor  
Trustee. If at any time the Trustee shall cease to be eligible in accordance    
with the provisions of this Section 7.08, the Trustee shall resign immediately  
in the manner and with the effect provided in this Section.                     

            The Company shall give notice of any resignation and any
removal of the Trustee and each appointment of a successor Trustee to all       
Holders. Each notice shall include the name of the successor Trustee and the    
address of its Corporate Trust Office.                                          

               Notwithstanding replacement of the Trustee pursuant to this
Section 7.08, the Company's obligation under Section 7.07 shall continue for the
benefit of the retiring Trustee.                                                

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Upon the Trustee's resignation or removal, the Company shall promptly pay the   
Trustee all amounts owed by the Company to the Trustee.                         

                  SECTION 7.09. Successor Trustee by Merger, Etc. If the Trustee
consolidates with, merges or converts into, or transfers all or substantially   
all of its corporate trust business to, another corporation or national banking 
association, the resulting, surviving or transferee corporation or national     
banking association without any further act shall be the successor Trustee with 
the same effect as if the successor Trustee had been named as the Trustee       
herein, provided such corporation shall be otherwise qualified and eligible     
under this Article.                                                             

                 SECTION 7.10. Eligibility. This Indenture shall always have a
Trustee who satisfies the requirements of TIA Section 310(a)(1). The Trustee    
shall have a combined capital and surplus of at least $25 million as set forth  
in its most recent published annual report of condition that is subject to the  
requirements of applicable federal or state supervising or examining authority. 
If at any time the Trustee shall cease to be eligible in accordance with the    
provisions of this Section 7.10, the Trustee shall resign immediately in the    
manner and with the effect specified in this Article.                           

               SECTION 7.11. Money Held in Trust. The Trustee shall not be
liable for interest on any money received by it except as the Trustee may agree 
with the Company. Money held in trust by the Trustee need not be segregated from
other funds except to the extent required by law and except for money held in   
trust under Article Eight of this Indenture.                                    

ARTICLE EIGHT 
DISCHARGE OF INDENTURE

                 SECTION 8.01. Termination of Company's Obligations. Except as
otherwise provided in this Section 8.01, the Company may terminate its          
obligations under the Notes and this Indenture if:                              

               (i) all Notes previously authenticated and delivered (other
       than destroyed, lost or stolen Notes that have been replaced or Notes
         that are paid pursuant to Section 4.01 or Notes for whose payment money
         or securities have theretofore been held in trust and thereafter repaid
         to the Company, as provided in Section 8.05) have been delivered to the
       Trustee for cancellation and the Company has paid all sums payable by
it hereunder; or                                              

                (ii) (A) the Notes mature within one year or all of them are
to be called for redemption within one year under arrangements
      satisfactory to the Trustee for giving the notice of redemption, (B)
        the Company irrevocably deposits in trust with the Trustee during such
       one-year period, under the terms of an irrevocable trust agreement in
       form and substance satisfactory to the Trustee, as trust funds solely
for the benefit of the Holders for that purpose, money or U.S.
   Government Obligations sufficient (in the opinion of a nationally
  recognized firm of independent public accountants expressed in a
  written certification thereof delivered to the Trustee), without
   consideration of any reinvestment of any interest thereon, to pay
       principal, premium, if, any, and interest on the Notes to maturity or
         redemption, as the case may be, and to pay all other sums payable by it
         hereunder, (C) no Default or Event of Default with respect to the Notes

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        shall have occurred and be continuing on the date of such deposit, (D)
         such deposit will not result in a breach or violation of, or constitute
         a default under, this Indenture or any other agreement or instrument to
  which the Company is a party or by which it is bound and (E) the
      Company has delivered to the Trustee an Officers' Certificate and an
        Opinion of Counsel, in each case stating that all conditions precedent
        provided for herein relating to the satisfaction and discharge of this
Indenture have been complied with.                            

           With respect to the foregoing clause (i), the Company's
obligations under Section 7.07 shall survive. With respect to the foregoing     
clause (ii), the Company's obligations in Sections 2.02, 2.03, 2.04, 2.05, 2.06,
2.07, 2.08, 2.09, 2.14, 4.01, 4.02, 7.07, 7.08, 8.04, 8.05 and 8.06 shall       
survive until the Notes are no longer outstanding. Thereafter, only the         
Company's obligations in Sections 7.07, 8.04, 8.05 and 8.06 shall survive. After
any such irrevocable deposit, the Trustee upon request shall acknowledge in     
writing the discharge of the Company's obligations under the Notes and this     
Indenture except for those surviving obligations specified above.               

            SECTION 8.02. Defeasance and Discharge of Indenture. The
Company will be deemed to have paid and will be discharged from any and all     
obligations in respect of the Notes on the 123rd day after the deposit referred 
to in clause (A) of this Section 8.02, and the provisions of this Indenture will
no longer be in effect with respect to the Notes (except for, among other       
matters, certain obligations to register the transfer or exchange of the Notes, 
to replace stolen, lost or mutilated Notes, to maintain paying agencies and to  
hold monies for payment in trust) and the Trustee, at the expense of the        
Company, shall execute proper instruments acknowledging the same if:            

            (A) With reference to this Section 8.02, the Company has
      irrevocably deposited or caused to be irrevocably deposited with the
    Trustee (or another trustee satisfying the requirements of Section
         7.10) and conveyed all right, title and interest to the Trustee for the
 benefit of the Holders, under the terms of an irrevocable trust
      agreement in form and substance satisfactory to the Trustee as trust
       funds in trust specifically pledged to the Trustee for the benefit of
         the Holders as security for payment of the principal of, or premium, if
        any, on the Notes and dedicated solely to, the benefit of the Holders,
        in and to (1) money in an amount, (2) U.S. Government Obligations that
     through the payment of interest and principal in respect thereof in
   accordance with their terms, will provide, not later than one day
        before the due date of any payment referred to in clause (A), money in
        an amount or (3) a combination thereof in an amount sufficient, in the
opinion of a nationally recognized firm of independent public 
       accountants expressed in a written certification thereof delivered to
 the Trustee, to pay and discharge, without consideration of the
       reinvestment of such interest and after payment of all federal, state
     and local taxes or other charges and assessments in respect thereof
        payable by the Trustee, the principal of, premium, if any, and accrued
  interest on the outstanding Notes on the Stated Maturity of such
   principal and interest; provided that the Trustee shall have been
         irrevocably instructed to apply such money or the proceeds of such U.S.
      Government Obligations to the payment of such principal, premium, if
any, and interest with respect to the Notes;                  

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                  (B) The Company has delivered to the Trustee (1) either (x) an
  Opinion of Counsel to the effect that Holders will not recognize
         income, gain or loss for federal income tax purposes as a result of the
      Company's exercise of its option under this Section 8.02 and will be
         subject to federal income tax on the same amount and in the same manner
    and at the same times as would have been the case if such deposit,
     defeasance and discharge had not occurred, which Opinion of Counsel
    shall be based upon (and accompanied by a copy of) a ruling of the
     Internal Revenue Service to the same effect unless there has been a
         change in applicable federal income tax law after the Closing Date such
     that a ruling is no longer required or (y) a ruling directed to the
       Trustee received from the Internal Revenue Service to the same effect
        as the aforementioned Opinion of Counsel and (2) an Opinion of Counsel
  to the effect that the creation of the defeasance trust does not
       violate the Investment Company Act of 1940 and that after the passage
      of 123 days following the deposit (except, with respect to any trust
funds for the account of any Holder who may be deemed to be an
        "insider" for purposes of the United States Bankruptcy Code, after one
         year following the deposit), the trust funds will not be subject to the
       effect of Section 547 of the United States Bankruptcy Code or Section
      15 of the New York Debtor and Creditor Law in a case commenced by or
         against the Company under either such statute, and either (I) the trust
        funds will no longer remain the property of the Company (and therefore
 will not be subject to the effect of any applicable bankruptcy,
        insolvency, reorganization or similar laws affecting creditors' rights
      generally) or (II) if a court were to rule under any such law in any
  case or proceeding that the trust funds remained property of the
      Company, (a) assuming such trust funds remained in the possession of
      the Trustee prior to such court ruling to the extent not paid to the
         Holders, the Trustee will hold, for the benefit of the Holders, a valid
 and perfected security interest in such trust funds that is not
       avoidable in bankruptcy or otherwise except for the effect of Section
      552(b) of the United States Bankruptcy Code on interest on the trust
        funds accruing after the commencement of a case under such statute and
    (b) the Holders will be entitled to receive adequate protection of
     their interests in such trust funds if such trust funds are used in
such case or proceeding;                                      

                (C) immediately after giving effect to such deposit on a pro
     forma basis, no Event of Default, or event that after the giving of
         notice or lapse of time or both would become an Event of Default, shall
       have occurred and be continuing on the date of such deposit or during
        the period ending on the 123rd day after the date of such deposit, and
such deposit shall not result in a breach or violation of, or 
        constitute a default under, any other 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;                  

             (D) if the Notes are then listed on a national securities
  exchange, the Company has delivered to the Trustee an Opinion of
       Counsel to the effect that the Notes will not be delisted as a result
of such deposit, defeasance and discharge; and                

             (E) the Company has delivered to the Trustee an Officers'
      Certificate and an Opinion of Counsel, in each case stating that all
     conditions precedent provided for herein relating to the defeasance
contemplated by this Section 8.02 have been complied with.    

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                  Notwithstanding the foregoing, prior to the end of the 123-day
(or one-year) period referred to in clause (B)(2) of this Section 8.02, none of 
the Company's obligations under this Indenture shall be discharged. Subsequent  
to the end of such 123-day (or one year) period with respect to this Section    
8.02, the Company's obligations in Sections 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 
2.08, 2.09, 2.14, 4.01, 4.02, 8.04, 8.05, 8.06 and the rights, powers, trusts,  
duties and immunities of the Trustee hereunder and Article Eleven (with respect 
to payments in respect of Senior Subordinated Obligations other than with the   
assets held in trust as described in this Section 8.02) shall survive until the 
Notes are no longer outstanding. Thereafter, only the Company's obligations in  
Sections 7.07, 8.04, 8.05 and 8.06 shall survive. If and when a ruling from the 
Internal Revenue Service or an Opinion of Counsel referred to in clause (B)(1)  
of this Section 8.02 is able to be provided specifically without regard to, and 
not in reliance upon, the continuance of the Company's obligations under Section
4.01, then the Company's obligations under such Section 4.01 shall cease upon   
delivery to the Trustee of such ruling or Opinion of Counsel and compliance with
the other conditions precedent provided for herein relating to the defeasance   
contemplated by this Section 8.02.                                              

                After any such irrevocable deposit, the Trustee upon request
shall acknowledge in writing the discharge of the Company's obligations under   
the Notes and this Indenture except for those surviving obligations in the      
immediately preceding paragraph.                                                

                SECTION 8.03. Defeasance of Certain Obligations. The Company
may omit to comply with any term, provision or condition set forth in clauses   
(iii) and (iv) of Section 5.01 and Sections 4.03 through 4.11 and Section 4.20  
and clause (c) of Section 6.01 with respect to clauses (iii) and (iv) of Section
5.01, clause (d) of Section 6.01 with respect to Sections 4.01, 4.02 and 4.12   
through 4.19 and clauses (e) and (f) of Section 6.01 shall be deemed not to be  
Events of Default, in each case with respect to the outstanding Notes if:       

            (i) with reference to this Section 8.03, the Company has
      irrevocably deposited or caused to be irrevocably deposited with the
    Trustee (or another trustee satisfying the requirements of Section
         7.10) and conveyed all right, title and interest to the Trustee for the
 benefit of the Holders, under the terms of an irrevocable trust
      agreement in form and substance satisfactory to the Trustee as trust
        funds in trust, specifically pledged to the Trustee for the benefit of
      the Holders as security for payment of the principal of, premium, if
       any, and interest, if any, on the Notes, and dedicated solely to, the
    benefit of the Holders, in and to (A) money in an amount, (B) U.S.
        Government Obligations that, through the payment of interest, premium,
   if any, and principal in respect thereof in accordance with their
        terms, will provide, not later than one day before the due date of any
     payment referred to in this clause (i), money in an amount or (C) a
  combination thereof in an amount sufficient, in the opinion of a
        nationally recognized firm of independent public accountants expressed
         in a written certification thereof delivered to the Trustee, to pay and
       discharge, without consideration of the reinvestment of such interest
  and after payment of all federal, state and local taxes or other
        charges and assessments in respect thereof payable by the Trustee, the
         principal of, premium, if any, and interest on the outstanding Notes on
      the Stated Maturity of such principal or interest; provided that the
       Trustee shall have been irrevocably instructed to apply such money or
         the proceeds of such U.S. Government Obligations to the payment of such
     principal, premium, if any, and interest with respect to the Notes;

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               (ii) the Company has delivered to the Trustee an Opinion of
     Counsel to the effect that (A) the creation of the defeasance trust
    does not violate the Investment Company Act of 1940, (B) after the
        passage of 123 days following the deposit (except, with respect to any
      trust funds for the account of any Holder who may be deemed to be an
        "insider" for purposes of the United States Bankruptcy Code, after one
         year following the deposit), the trust funds will not be subject to the
       effect of Section 547 of the United States Bankruptcy Code or Section
      15 of the New York Debtor and Creditor Law in a case commenced by or
         against the Company under either such statute, and either (1) the trust
        funds will no longer remain the property of the Company (and therefore
 will not be subject to the effect of any applicable bankruptcy,
        insolvency, reorganization or similar laws affecting creditors' rights
     generally) or (2) if a court were to rule under any such law in any
  case or proceeding that the trust funds remained property of the
      Company, (x) assuming such trust funds remained in the possession of
      the Trustee prior to such court ruling to the extent not paid to the
         Holders, the Trustee will hold, for the benefit of the Holders, a valid
 and perfected security interest in such trust funds that is not
        avoidable in bankruptcy or otherwise (except for the effect of Section
      552(b) of the United States Bankruptcy Code on interest on the trust
         funds accruing after the commencement of a case under such statute) and
    (y) the Holders will be entitled to receive adequate protection of
     their interests in such trust funds if such trust funds are used in
     such case or proceeding, (C) the Holders will not recognize income,
  gain or loss for federal income tax purposes as a result of such
       deposit and defeasance of certain covenants and Events of Default and
     will be subject to federal income tax on the same amount and in the
       same manner and at the same times as would have been the case if such
      deposit and defeasance had not occurred and (D) the Trustee, for the
         benefit of the Holders, has a valid first-priority security interest in
the trust funds;                                              

                  (iii) immediately after giving effect to such deposit on a pro
        forma basis, no Default or Event of Default shall have occurred and be
       continuing on the date of such deposit or during the period ending on
       the 123rd day after such date of such deposit, and such deposit shall
        not result in a breach or violation of, or constitute a default under,
  this Indenture or any other 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;                          

              (iv) if the Notes are then listed on a national securities
  exchange, the Company has delivered to the Trustee an Opinion of
       Counsel to the effect that the Notes will not be delisted as a result
of such deposit, defeasance and discharge; and                

             (v) the Company has delivered to the Trustee an Officers'
      Certificate and an Opinion of Counsel, in each case stating that all
     conditions precedent provided for herein relating to the defeasance
contemplated by this Section 8.03 have been complied with.    

                SECTION 8.04. Application of Trust Money. Subject to Section
8.06, the Trustee or Paying Agent shall hold in trust money or U.S. Government  
Obligations deposited with it pursuant to Section 8.01, 8.02 or 8.03, as the    
case may be, and shall apply the deposited money and the money from U.S.        
Government Obligations in accordance with the Notes and this Indenture to the   
payment of principal of, premium, if any, and interest on the Notes; but such   
money need not be segregated from other funds except to the extent required by  
law.                                                                            

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                 SECTION 8.05. Repayment to Company. Subject to Sections 7.07,
8.01, 8.02 and 8.03, the Trustee and the Paying Agent shall promptly pay to the 
Company upon request set forth in an Officers' Certificate any excess money held
by them at any time and thereupon shall be relieved from all liability with     
respect to such money. The Trustee and the Paying Agent shall pay to the Company
upon request any money held by them for the payment of principal, premium, if   
any, or interest that remains unclaimed for two years; provided that the Trustee
or Paying Agent before being required to make any payment may cause to be       
published at the expense of the Company once in a newspaper of general          
circulation in The City of New York or mail to each Holder entitled to such     
money at such Holder's address (as set forth in the Security Register) notice   
that such money remains unclaimed and that after a date specified therein (which
shall be at least 30 days from the date of such publication or mailing) any     
unclaimed balance of such money then remaining will be repaid to the Company.   
After payment to the Company, Holders entitled to such money must look to the   
Company for payment as general creditors unless an applicable law designates    
another Person, and all liability of the Trustee and such Paying Agent with     
respect to such money shall cease.                                              

                  SECTION 8.06. Reinstatement. If the Trustee or Paying Agent is
unable to apply any money or U.S. Government Obligations in accordance with     
Section 8.01, 8.02 or 8.03, as the case may be, by reason of any legal          
proceeding or by reason of any order or judgment of any court or governmental   
authority enjoining, restraining or otherwise prohibiting such application, the 
Company's obligations under this Indenture and the Notes shall be revived and   
reinstated as though no deposit had occurred pursuant to Section 8.01, 8.02 or  
8.03, as the case may be, until such time as the Trustee or Paying Agent is     
permitted to apply all such money or U.S. Government Obligations in accordance  
with Section 8.01, 8.02 or 8.03, as the case may be; provided that, if the      
Company has made any payment of principal of, premium, if any, or interest on   
any Notes because of the reinstatement of its obligations, the Company shall be 
subrogated to the rights of the Holders of such Notes to receive such payment   
from the money or U.S. Government Obligations held by the Trustee or Paying     
Agent.                                                                          

ARTICLE NINE
 AMENDMENTS, SUPPLEMENTS AND WAIVERS

               SECTION 9.01. Without Consent of Holders. The Company, when
authorized by a resolution of its Board of Directors (as evidenced by a Board   
Resolution delivered to the Trustee), and the Trustee may amend or supplement   
this Indenture or the Notes without notice to or the consent of any Holder:     

              (1) to cure any ambiguity, defect or inconsistency in this
       Indenture; provided that such amendments or supplements shall not, in
    the good faith opinion of the Board of Directors as evidenced by a
        Board Resolution, adversely affect the interests of the Holders in any
material respect;                                             

    (2) to comply with Article Five or Section 4.20;

            (3) to comply with any requirements of the Commission in
    connection with the qualification of this Indenture under the TIA;

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

                 (5) to make any change that, in the good faith opinion of the
 Board of Directors as evidenced by a Board Resolution, does not
materially and adversely affect the rights of any Holder.     

              SECTION 9.02. With Consent of Holders. Subject to Sections
6.04 and 6.07 and without prior notice to the Holders, the Company, when        
authorized by its Board of Directors (as evidenced by a Board Resolution        
delivered to the Trustee), and the Trustee may amend this Indenture and the     
Notes with the written consent of the Holders of a majority in aggregate        
principal amount of the Notes then outstanding, and the Holders of a majority in
aggregate principal amount of the Notes then outstanding by written notice to   
the Trustee may waive future compliance by the Company with any provision of    
this Indenture or the Notes.                                                    

                Notwithstanding the provisions of this Section 9.02, without
the consent of each Holder affected, an amendment or waiver, including a waiver 
pursuant to Section 6.04, may not:                                              

              (i) change the Stated Maturity of the principal of, or any
installment of interest on, any Note;                         

               (ii) reduce the principal amount of, or premium, if any, or
interest on, any Note;                                        

          (iii) change the optional redemption dates or optional
  redemption prices of the Notes from that stated in Section 3.01;

                 (iv) change any place or currency of payment of principal of,
premium, if any, or interest on, any Note;                    

                 (v) impair the right to institute suit for the enforcement of
 any payment on or after the Stated Maturity (or, in the case of
redemption, on or after the Redemption Date) on any Note;     

                 (vi) reduce the percentage or principal amount of outstanding
         Notes the consent of whose Holders is necessary to modify or amend this
        Indenture or to waive compliance with certain provisions of or certain
Defaults under this Indenture;                                

                  (vii) waive a Default in the payment of principal of, premium,
if any, or interest on, any Note;                             

             (viii) modify any of the provisions of this Section 9.02,
         except to increase any such percentage or to provide that certain other
       provisions of this Indenture cannot be modified or waived without the
     consent of the Holder of each outstanding Note affected thereby; or

                 (ix) release any Guarantor from its Note Guarantee, except as
provided in this Indenture.                                   

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                  It shall not be necessary for the consent of the Holders under
this Section 9.02 to approve the particular form of any proposed amendment,     
supplement or waiver, but it shall be sufficient if such consent approves the   
substance thereof.                                                              

               After an amendment, supplement or waiver under this Section
9.02 becomes effective, the Company shall mail to the Holders affected thereby a
notice briefly describing the amendment, supplement or waiver. The Company will 
mail supplemental indentures to Holders upon request. Any failure of the Company
to mail such notice, or any defect therein, shall not, however, in any way      
impair or affect the validity of any such supplemental indenture or waiver.     

            SECTION 9.03. Revocation and Effect of Consent. Until an
amendment or waiver becomes effective, a consent to it by a Holder is a         
continuing consent by the Holder and every subsequent Holder of a Note or       
portion of a Note that evidences the same debt as the Note of the consenting    
Holder, even if notation of the consent is not made on any Note. However, any   
such Holder or subsequent Holder may revoke the consent as to its Note or       
portion of its Note. Such revocation shall be effective only if the Trustee     
receives the notice of revocation before the date the amendment, supplement or  
waiver becomes effective. An amendment, supplement or waiver shall become       
effective on receipt by the Trustee of written consents from the Holders of the 
requisite percentage in principal amount of the outstanding Notes.              

                The Company may, but shall not be obligated to, fix a record
date for the purpose of determining the Holders entitled to consent to any      
amendment, supplement or waiver. If a record date is fixed, then,               
notwithstanding the last two sentences of the immediately preceding paragraph,  
those persons who were Holders at such record date (or their duly designated    
proxies) and only those persons shall be entitled to consent to such amendment, 
supplement or waiver or to revoke any consent previously given, whether or not  
such persons continue to be Holders after such record date. No such consent     
shall be valid or effective for more than 90 days after such record date.       

                  After an amendment, supplement or waiver becomes effective, it
shall bind every Holder unless it is of the type described in the second        
paragraph of Section 9.02. In case of an amendment or waiver of the type        
described in the second paragraph of Section 9.02, the amendment or waiver shall
bind each Holder who has consented to it and every subsequent Holder of a Note  
that evidences the same indebtedness as the Note of the consenting Holder.      

         SECTION 9.04. Notation on or Exchange of Notes. If an
amendment, supplement or waiver changes the terms of a Note, the Trustee may    
require the Holder to deliver such Note to the Trustee. At the Company's        
expense, the Trustee may place an appropriate notation on the Note about the    
changed terms and return it to the Holder and the Trustee may place an          
appropriate notation on any Note thereafter authenticated. Alternatively, if the
Company or the Trustee so determines, the Company in exchange for the Note shall
issue and the Trustee shall authenticate a new Note that reflects the changed   
terms. 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 9.05. Trustee to Sign Amendments, Etc. The Trustee
shall be entitled to receive, and shall be fully protected in relying upon, an  
Opinion of Counsel stating                                                      

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that the execution of any amendment, supplement or waiver authorized pursuant to
this Article Nine is authorized or permitted by this Indenture and that it will 
be valid and binding upon the Company. Subject to the preceding sentence, the   
Trustee shall sign such amendment, supplement or waiver if the same does not    
adversely affect the rights, duties, liabilities or immunities of the Trustee.  
The Trustee may, but shall not be obligated to, execute any such amendment,     
supplement or waiver that affects the Trustee's own rights, duties or immunities
under this Indenture or otherwise.                                              

            SECTION 9.06. Conformity with Trust Indenture Act. Every
supplemental indenture executed pursuant to this Article Nine shall conform to  
the requirements of the TIA as then in effect.                                  

ARTICLE TEN 
GUARANTEE OF NOTES

               SECTION 10.01. Note Guarantee. Subject to the provisions of
this Article Ten, each of the Guarantors hereby, jointly and severally, fully   
and unconditionally Guarantees to each Holder of Notes hereunder and to the     
Trustee on behalf of the Holders: (i) the due and punctual payment of the       
principal of, premium, if any, on and interest on each Note, when and as the    
same shall become due and payable, whether at maturity, by acceleration or      
otherwise, the due and punctual payment of interest on the overdue principal of 
and interest, if any, on the Notes, to the extent lawful, and the due and       
punctual performance of all other obligations of the Company to the Holders or  
the Trustee, all in accordance with the terms of such Note and this Indenture   
and (ii) in the case of any extension of time of payment or renewal of any Notes
or any of such other obligations, that the same will be promptly paid in full   
when due or performed in accordance with the terms of the extension or renewal, 
at Stated Maturity, by acceleration or otherwise, subject, however, in the case 
of clauses (i) and (ii) above, to the limitations set forth in the next         
succeeding paragraph.                                                           

                  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 Note Guarantee not constitute a fraudulent transfer or
conveyance for purposes of the United States Bankruptcy Code, 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 its Note Guarantee shall be limited to the maximum amount as will, after  
giving effect to all other contingent and fixed liabilities 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 Note Guarantee or pursuant to the following paragraph, result in the  
obligations of such Guarantor under its Note Guarantee not constituting such    
fraudulent transfer or conveyance.                                              

                 In order to provide for just and equitable contribution among
the Guarantors, the Guarantors agree, inter se, that in the event any payment or
distribution is made by any Guarantor (a "Funding Guarantor") under its Note    
Guarantee, such Funding Guarantor shall be entitled to a contribution from all  
other Guarantors in a pro rata amount based on the Adjusted Net Assets of each  
Guarantor (including the Funding Guarantor) for all payments, damages and       

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expenses incurred by that Funding Guarantor in discharging the Company's        
obligations with respect to the Notes or any other Guarantor's obligations with 
respect to its Note Guarantee. "Adjusted Net Assets" of such Guarantor at any   
date shall mean the lesser of the amount by which (x) the fair value of the     
property of such Guarantor exceeds the total amount of liabilities, including,  
without limitation, contingent liabilities (after giving effect to all other    
fixed and contingent liabilities incurred or assumed on such date), but         
excluding liabilities under the Note Guarantee, of such Guarantor at such date  
and (y) the present fair salable value of the assets of such Guarantor at such  
date exceeds the amount that will be required to pay the probable liability of  
such Guarantor on its debts (after giving effect to all other fixed and         
contingent liabilities incurred or assumed on such date and after giving effect 
to any collection from any Subsidiary of such Guarantor in respect of the       
obligations of such Subsidiary under the Note Guarantee of such Guarantor),     
excluding debt in respect of its Note Guarantee, as they become absolute and    
matured.                                                                        

                Each of the Guarantors hereby waives diligence, presentment,
demand of payment, filing of claims with a court in the event of merger or      
bankruptcy of the Company, any right to require a proceeding first against the  
Company, the benefit of discussion, protest or notice with respect to any such  
Note or the debt evidenced thereby and all demands whatsoever (except as        
specified above), and covenants that this Note Guarantee will not be discharged 
as to any such Note except by payment in full of the principal thereof and      
interest thereon and as provided in Sections 8.01, 8.02 and 8.03. In the event  
of any declaration of acceleration of such obligations as provided in Article   
Six, such obligations (whether or not due and payable) shall forthwith become   
due and payable by the Guarantors for the purposes of this Article Ten. In      
addition, without limiting the foregoing provisions, upon the effectiveness of  
an acceleration under Article Six, the Trustee shall promptly make a demand for 
payment on the Notes under the Note Guarantee provided for in this Article Ten. 

                  The obligations of each Guarantor under its Note Guarantee are
independent of the obligations Guaranteed by such Guarantor hereunder, and a    
separate action or actions may be brought and prosecuted by the Trustee on      
behalf of, or by, the Holders, subject to the terms and conditions set forth in 
this Indenture, against a Guarantor to enforce this Guarantee, irrespective of  
whether any action is brought against the Company or whether the Company is     
joined in any such action or actions.                                           

            If the Trustee or the Holder is required by any court or
otherwise to return to the Company or any Guarantor, or any custodian, receiver,
liquidator, trustee, sequestrator or other similar official acting in relation  
to Company or such Guarantor, any amount paid to the Trustee or such Holder in  
respect of a Note, this Note Guarantee, to the extent theretofore discharged,   
shall be reinstated in full force and effect. Each of the Guarantors further    
agrees, to the fullest extent that it may lawfully do so, that, as between it,  
on the one hand, and the Holders and the Trustee, on the other hand, the        
maturity of the obligations Guaranteed hereby may be accelerated as provided in 
Article Six hereof for the purposes of this Note Guarantee, notwithstanding any 
stay, injunction or other prohibition extant under any applicable bankruptcy law
preventing such acceleration in respect of the obligations Guaranteed hereby.   

                 Each of the Guarantors hereby irrevocably waives any claim or
other rights which it may now or hereafter acquire against the Company or any   
other Guarantor that arise from the                                             

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existence, payment, performance or enforcement of its obligations under this    
Note Guarantee and this Indenture, including, without limitation, any right of  
subrogation, reimbursement, exoneration, contribution, indemnification, any     
right to participate in any claim or remedy of the Holders against the Company  
or any Guarantor or any collateral which any such Holder or the Trustee on      
behalf of such Holder hereafter acquires, 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 or a          
Guarantor, 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 a Guarantor in violation of the preceding        
sentence and the principal of, premium, if any, and accrued interest on the     
Notes shall not have been paid in full, such amount shall be deemed to have been
paid to such Guarantor for the benefit of, and held in trust for the benefit of,
the Holders, and shall forthwith be paid to the Trustee for the benefit of the  
Holders to be credited and applied upon the principal of, premium, if any, and  
accrued interest on the Notes. Each of the Guarantors acknowledges that it will 
receive direct and indirect benefits from the issuance of the Notes pursuant to 
this Indenture and that the waivers set forth in this Section 10.01 are         
knowingly made in contemplation of such benefits.                               

                The Note Guarantee set forth in this Section 10.01 shall not
be valid or become obligatory for any purpose with respect to a Note until the  
certificate of authentication on such Note shall have been signed by or on      
behalf of the Trustee.                                                          

                  SECTION 10.02. Obligations Unconditional. Nothing contained in
this Article Ten or elsewhere in this Indenture or in the Notes is intended to  
or shall impair, as among any Guarantor and the holders of the Notes, the       
obligation of such Guarantor, which is absolute and unconditional, upon failure 
by the Company to pay to the holders of the Notes the principal of, premium, if 
any, and 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 such Guarantor, nor shall anything herein
or therein prevent any Holder or the Trustee on their behalf from exercising all
remedies otherwise permitted by applicable law upon default under this          
Indenture.                                                                      

             Without limiting the foregoing, nothing contained in this
Article Ten will restrict the right of the Trustee or the Holders to take any   
action to declare the Note Guarantee to be due and payable prior to the Stated  
Maturity of any Notes pursuant to Section 6.02 or to pursue any rights or       
remedies hereunder.                                                             

                 SECTION 10.03. Release of Note Guarantees. The Note Guarantee
issued by any Subsidiary Guarantor will be automatically and unconditionally    
released and discharged upon (i) any sale, exchange or transfer (including by   
way of merger or consolidation) to any Person not an Affiliate of the Company of
all of the Company's and each Restricted Subsidiary's Capital Stock in, or all  
or substantially all the assets of, such Guarantor (which such sale, exchange or
transfer is not prohibited by this Indenture) or (ii) the designation of such   
Subsidiary Guarantor or Restricted Subsidiary as an Unrestricted Subsidiary, in 
accordance with the terms of this Indenture.                                    

            SECTION 10.04. Notice to Trustee. A Guarantor shall give
prompt written notice to the Trustee of any fact known to such Guarantor which  
would prohibit the making of                                                    

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any payment to or by the Trustee in respect of the Note Guarantee pursuant to   
the provisions of this Article Ten.                                             

                 SECTION 10.05. This Article Not to Prevent Events of Default.
The failure to make a payment on account of principal of, premium, if any, or   
interest on the Notes by reason of any provision of this Article Ten will not be
construed as preventing the occurrence of an Event of Default.                  

ARTICLE ELEVEN
 MISCELLANEOUS

            SECTION 11.01. Trust Indenture Act of 1939. Prior to the
effectiveness of the Registration Statement, this Indenture shall incorporate   
and be governed by the provisions of the TIA that are required to be part of and
to govern indentures qualified under the TIA. After the effectiveness of the    
Registration Statement, this Indenture shall be subject to the provisions of the
TIA that are required to be a part of this Indenture and shall, to the extent   
applicable, be governed by such provisions.                                     

                SECTION 11.02. Notices. Any notice, request or communication
shall be sufficiently given if in writing and delivered in person, mailed by    
first-class mail or sent by telecopier transmission addressed as follows:       

if to the Company:                          

Premium Standard Farms, Inc.                
423 West 8th Street, Suite 200              
Kansas City, MO 64105                       

Telecopier No.:  (816)  472-5837            

Attention:  Chief Financial Officer         

if to the Trustee:                          

Wilmington Trust Company                    
Rodney Square North                         
1100 North Market Street                    
Wilmington, Delaware 19890                  

Telecopier No.:  (302) 651-8882             

Attention:  Corporate Trust Department      

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

                  Any notice or communication mailed to a Holder shall be mailed
to it at its address as it appears on the Security Register by first-class mail 
and shall be sufficiently given to                                              

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the Holder if so mailed within the time prescribed. 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. Copies of any such communication or notice to a     
Holder shall also be mailed to the Trustee and each Agent at the same time.     

            Failure to mail a notice or communication to a Holder as
provided herein or any defect in any such notice or communication shall not     
affect its sufficiency with respect to other Holders. Except for a notice to the
Trustee, which is deemed given only when received, and except as otherwise      
provided in this Indenture, if a notice or communication is mailed in the manner
provided in this Section 11.02, it is duly given, whether or not the addressee  
receives it.                                                                    

                Where this Indenture provides for notice in any manner, such
notice may be waived in writing by the Person entitled to receive such notice,  
either before or after the event, and such waiver shall be the equivalent of    
such notice. Waivers of notice by Holders shall be filed with the Trustee, but  
such filing shall not be a condition precedent to the validity of any action    
taken in reliance upon such waiver.                                             

                  In case by reason of the suspension of regular mail service or
by reason of any other cause it shall be impracticable to give such notice by   
mail, then such notification as shall be made with the approval of the Trustee  
shall constitute a sufficient notification for every purpose hereunder.         

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

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

              (ii) an Opinion of Counsel stating that, in the opinion of
      such Counsel, all such conditions precedent have been complied with.

                 SECTION 11.04. Statements Required in Certificate or Opinion.
Each certificate or opinion with respect to compliance with a condition or      
covenant provided for in this Indenture shall include:                          

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

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

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

                 (iv) a statement as to whether or not, in the opinion of each
 such person, such condition or covenant has been complied with;
         provided, however, that, with respect to matters of fact, an Opinion of
        Counsel may rely on an Officers' Certificate or certificates of public
officials.                                                    

               SECTION 11.05. Rules by Trustee, Paying Agent or Registrar.
The Trustee may make reasonable rules for action by or at a meeting of Holders. 
The Paying Agent or Registrar may make reasonable rules for its functions.      

                SECTION 11.06. Payment Date Other Than a Business Day. If an
Interest Payment Date, Redemption Date, Payment Date, Stated Maturity or date of
maturity of any Note shall not be a Business Day, then payment of principal of, 
premium, if any, or interest on such Note, as the case may be, need not be made 
on such date, but may be made on the next succeeding Business Day with the same 
force and effect as if made on the Interest Payment Date, Payment Date or       
Redemption Date, or at the Stated Maturity or date of maturity of such Note;    
provided that no interest shall accrue for the period from and after such       
Interest Payment Date, Payment Date, Redemption Date, Stated Maturity or date of
maturity, as the case may be.                                                   

              SECTION 11.07. Governing Law. This Indenture and the Notes
shall be governed by the laws of the State of New York. The Trustee, the Company
and the Holders agree 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      
Indenture or the Notes.                                                         

                 SECTION 11.08. No Adverse Interpretation of Other Agreements.
This Indenture may not be used to interpret another indenture, loan or debt     
agreement of the Company or any Subsidiary of the Company. Any such indenture,  
loan or debt agreement may not be used to interpret this Indenture.             

                  SECTION 11.09. No Recourse Against Others. No recourse for the
payment of the principal of, premium, if any, or interest on any of the Notes,  
or for any claim based thereon or otherwise in respect thereof, and no recourse 
under or upon any obligation, covenant or agreement of the Company contained in 
this Indenture or in any of the Notes, or because of the creation of any        
Indebtedness represented thereby, shall be had against any incorporator or      
against any past, present or future partner, stockholder, other equityholder,   
officer, director, employee or controlling person, as such, of the Company or of
any successor Person, either directly or through the Company or any successor   
Person, whether by virtue of any constitution, statute or rule of law, or by the
enforcement of any assessment or penalty or otherwise; it being expressly       
understood that all such liability is hereby expressly waived and released as a 
condition of, and as a consideration for, the execution of this Indenture and   
the issue of the Notes.                                                         

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               SECTION 11.10. 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 successor.                             

                SECTION 11.11. Duplicate Originals. The parties may sign any
number of copies of this Indenture. Each signed copy shall be an original, but  
all of them together represent the same agreement.                              

              SECTION 11.12. Separability. In case any provision in this
Indenture or in the Notes shall be invalid, illegal or unenforceable, the       
validity, legality and enforceability of the remaining provisions shall not in  
any way be affected or impaired thereby.                                        

                 SECTION 11.13. Table of Contents, Headings, Etc. The Table of
Contents, Cross-Reference Table and headings of the Articles and Sections of    
this Indenture have been inserted for convenience of reference only, are not to 
be considered a part hereof and shall in no way modify or restrict any of the   
terms and provisions hereof.                                                    

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SIGNATURES

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

          PREMIUM STANDARD FARMS, INC.

             By:      /s/ Stephen Lightstone
                                        ----------------------------------------
                        Name: Stephen Lightstone
                               Title: Executive Vice President

       THE LUNDY PACKING COMPANY

             By:      /s/ Stephen Lightstone
                                        ----------------------------------------
                        Name: Stephen Lightstone
                               Title: Executive Vice President

                            PREMIUM STANDARD FARMS OF NORTH CAROLINA, INC.

             By:      /s/ Stephen Lightstone
                                        ----------------------------------------
                        Name: Stephen Lightstone
                               Title: Executive Vice President

       LUNDY INTERNATIONAL, INC.

             By:      /s/ Stephen Lightstone
                                        ----------------------------------------
                        Name: Stephen Lightstone
                               Title: Executive Vice President

      PSF GROUP HOLDINGS, INC.

             By:      /s/ Stephen Lightstone
                                        ----------------------------------------
                        Name: Stephen Lightstone
                               Title: Executive Vice President

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      WILMINGTON TRUST COMPANY

      By:      /s/ James Nesci
                                        ----------------------------------------
                 Name: James Nesci
                        Title: Authorized Signer

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                                                                       Exhibit A

[APPLICABLE LEGENDS]

[FACE OF NOTE]

PREMIUM STANDARD FARMS, INC.

 9-1/4% Senior Note due 2011

                                                     [CUSIP] [CINS] [__________]

No. ____ $                                                                      

            PREMIUM STANDARD FARMS, INC. a Delaware corporation (the
"Company", which term includes any successor under the Indenture hereinafter    
referred to), for value received, promises to pay to _____________, or its      
registered assigns, the principal sum of ____________ ($____) on June 15, 2011. 

               Interest Payment Dates: June 15 and December 15, commencing
December 15, 2001.                                                              

Regular Record Dates: June 1 and December 1.

               PSF Group Holdings, Inc., a Delaware corporation, The Lundy
Packing Company, a North Carolina corporation, Premium Standard Farms of North  
Carolina, Inc., a Delaware corporation, and Lundy International, Inc., a North  
Carolina corporation (collectively, the "Guarantors", which term includes any   
successors under the Indenture hereinafter referred to and any Restricted       
Subsidiary that provides a Note Guarantee pursuant to the Indenture), have      
jointly and severally, fully and unconditionally guaranteed the payment of      
principal of premium, if any, and interest on the Notes.                        

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

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

                      PREMIUM STANDARD FARMS, INC.

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

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

 (Trustee's Certificate of Authentication)

This is one of the 9-1/4% Senior Notes due 2011 described in the                
within-mentioned Indenture.                                                     

Date:  [________, ____]             WILMINGTON TRUST COMPANY,                   
  as Trustee

By:     
                                         ---------------------------------------
                     Authorized Signer

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[REVERSE SIDE OF NOTE]

PREMIUM STANDARD FARMS, INC.

 9-1/4% Senior Note due 2011

1.       Principal and Interest.                                                

               The Company will pay the principal of this Note on June 15,
2011.                                                                           

                The Company promises to pay interest on the principal amount
of this Note on each Interest Payment Date, as set forth below, at the rate per 
annum shown above.                                                              

            Interest will be payable semiannually (to the holders of
record of the Notes at the close of business on the June 1 or December 1        
immediately preceding the Interest Payment Date) on each Interest Payment Date, 
commencing December 15, 2001.                                                   

                  If neither an exchange offer (the "Exchange Offer") registered
under the Securities Act is consummated nor a shelf registration statement (the 
"Shelf Registration Statement") under the Securities Act with respect to resales
of the Notes is declared effective by the Commission, on or before December 7,  
2001 in accordance with the terms of the Registration Rights Agreement dated    
June 4, 2001 among the Company, each of the Guarantors and Morgan Stanley & Co. 
Incorporated and J.P Morgan Securities, Inc., then the annual interest rate     
borne by the Notes shall be increased by 0.5% from the rate shown above accruing
from December 7, 2001, payable in cash semiannually, in arrears, on each        
Interest Payment Date, commencing December 15, 2001 until the earlier of (a) the
consummation of the Exchange Offer or the effectiveness of the Shelf            
Registration Statement and (b) the expiration of the period set forth in Rule   
144(k) under the Securities Act of 1933 with respect to the Notes. The Holder of
this Note is entitled to the benefits of such Registration Rights Agreement.    

                  Interest on the Notes will accrue from the most recent date to
which interest has been paid or, if no interest has been paid, from June 7,     
2001; provided that, if there is no existing default in the payment of interest 
and this Note is authenticated between a Regular Record Date referred to on the 
face hereof and the next succeeding Interest Payment Date, interest shall accrue
from such Interest Payment Date. Interest will be computed on the basis of a    
360-day year of twelve 30-day months.                                           

           The Company shall pay interest on overdue principal and
premium, if any, and interest on overdue installments of interest, to the extent
lawful, at a rate per annum that is 2% in excess of the rate otherwise payable. 

2.       Method of Payment.                                                     

                The Company will pay interest (except defaulted interest) on
the principal amount of the Notes as provided above on each June 15 and December
15, commencing December 15, 2001 to the persons who are Holders (as reflected in
the Security Register at the close of business on the June 1 or December 1      
immediately preceding the Interest Payment Date), in each case, even if the Note
is cancelled on registration of transfer or registration of exchange after such 

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record date; provided that, with respect to the payment of principal, the       
Company will make payment to the Holder that surrenders this Note to a Paying   
Agent on or after June 15, 2011.                                                

           The Company will pay principal, premium, if any, and as
provided above, interest in money of the United States that at the time of      
payment is legal tender for payment of public and private debts. However, the   
Company may pay principal, premium, if any, and interest by its check payable in
such money. It may mail an interest check to a Holder's registered address (as  
reflected in the Security Register). If a payment date is a date other than 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.                                                             

              The Notes may be exchanged or transferred at the office or
agency of the Company in The Borough of Manhattan, The City of New York.        
Initially, Computerserve Trust Company of New York, Wall Street Plaza, 88 Pine  
Street, New York, New York 10005 will serve as such office. If you give the     
Company wire transfer instructions, the Company will pay all principal, premium 
and interest on your Notes in accordance with your instructions. If the Company 
is not given wire transfer instructions, payments of principal, premium and     
interest will be made at the office or agency of the paying agent which will    
initially be the Trustee, unless the Company elects to make interest payments by
check mailed to the Holders.                                                    

3.       Paying Agent and Registrar.                                            

            Initially, the Trustee will act as authenticating agent,
Paying Agent and Registrar. The Company may change any authenticating agent,    
Paying Agent or Registrar without notice. The Company, any Subsidiary or any    
Affiliate of any of them may act as Paying Agent, Registrar or co-Registrar.    

4.       Indenture; Limitations.                                                

               The Company issued the Notes under an Indenture dated as of
June 7, 2001 (the "Indenture"), among the Company, each of the Guarantors and   
Wilmington Trust Company Company, trustee (the "Trustee"). Capitalized terms    
herein are used as defined in the Indenture unless otherwise indicated. 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. The Notes are subject to 
all such terms, and Holders are referred to the Indenture and the Trust         
Indenture Act for a statement of all such terms. To the extent permitted by     
applicable law, in the event of any inconsistency between the terms of this Note
and the terms of the Indenture, the terms of the Indenture shall control.       

               The Notes are general unsecured obligations of the Company.

                 The Company may, subject to Article Four of the Indenture and
applicable law, issue additional Notes under the Indenture.                     

5.       Optional Redemption.                                                   

                  The Notes are redeemable, at the Company's option, in whole or
in part, at any time or from time to time, on or after June 15, 2006 and prior  
to maturity, upon not less than 30                                              

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nor more than 60 days' prior notice mailed by first-class mail to each Holder's 
last address, as it appears in the Security Register, at the following          
Redemption Prices (expressed in percentages of principal amount), plus accrued  
and unpaid interest to the Redemption Date (subject to the right of Holders of  
record on the relevant Regular Record Date that is prior to the Redemption Date 
to receive interest due on an Interest Payment Date), if redeemed during the    
12-month period commencing June 15 of the years set forth below:                

                                                                [Download Table]

                                            Redemption  
Year                                               Price
--------------------------------------------------------
                                                        
2006........................................... 104.625%
2007........................................... 103.083%
2008........................................... 101.542%
2009 and thereafter............................ 100.000%

                In addition, at any time prior to June 15, 2004, the Company
may redeem up to 35% of the aggregate principal amount of the Notes with the Net
Cash Proceeds of one or more sales of Capital Stock of the Company (other than  
Disqualified Stock) or a capital contribution to the Company's common equity, at
any time as a whole or from time to time in part, at a Redemption Price         
(expressed as a percentage of principal amount) of 109.250%, plus accrued and   
unpaid interest to the Redemption Date (subject to the rights of Holders of     
record on the relevant Regular Record Date that is prior to the Redemption Date 
to receive interest due on an Interest Payment Date); provided that (i) at least
65% of the aggregate principal amount of Notes originally issued on the Closing 
Date remains outstanding after each such redemption and (ii) notice of such     
redemption is mailed within 60 days after such sale of Capital Stock.           

             Notes in original denominations larger than $1,000 may be
redeemed in part. On and after the Redemption Date, interest ceases to accrue on
Notes or portions of Notes called for redemption, unless the Company defaults in
the payment of the Redemption Price.                                            

6.       Repurchase upon Change of Control.                                     

             Upon the occurrence of any Change of Control, each Holder
shall have the right to require the repurchase of its Notes by the Company in   
cash pursuant to the offer described in the Indenture at a purchase price equal 
to 101% of the principal amount thereof plus accrued and unpaid interest, if    
any, to the date of purchase (the "Payment Date").                              

               A notice of such Change of Control will be mailed within 30
days after any Change of Control occurs to each Holder at its last address as it
appears in the Security Register. Notes in original denominations larger than   
$1,000 may be sold to the Company in part. On and after the Payment Date,       
interest ceases to accrue on Notes or portions of Notes surrendered for purchase
by the Company, unless the Company defaults in the payment of the purchase      
price.                                                                          

7.       Denominations; Transfer; Exchange.                                     

       The Notes are in registered form without coupons in
denominations of $1,000 of principal amount and multiples of $1,000 in excess   
thereof. A Holder may register the transfer or exchange of Notes in accordance  
with the Indenture. The Registrar may require a Holder, among other things, to  
furnish appropriate endorsements and transfer documents and to pay any          

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taxes and fees required by law or permitted by the Indenture. The Registrar need
not register the transfer or exchange of any Notes selected for redemption.     
Also, it need not register the transfer or exchange of any Notes for a period of
15 days before the day of mailing of a notice of redemption of Notes selected   
for redemption.                                                                 

8.       Persons Deemed Owners.                                                 

            A Holder shall be treated as the owner of a Note for all
purposes.                                                                       

9.       Unclaimed Money.                                                       

              If money for the payment of principal, premium, if any, or
interest remains unclaimed for two years, the Trustee and the Paying Agent will 
pay the money back to the Company at its request. After that, Holders entitled  
to the money must look to the Company for payment, unless an abandoned property 
law designates another Person, and all liability of the Trustee and such Paying 
Agent with respect to such money shall cease.                                   

10.      Discharge Prior to Redemption or Maturity.                             

          If the Company deposits with the Trustee money or U.S.
Government Obligations sufficient to pay the then outstanding principal of,     
premium, if any, and accrued interest on the Notes (a) to redemption or         
maturity, the Company will be discharged from the Indenture and the Notes,      
except in certain circumstances for certain provisions thereof, and (b) to the  
Stated Maturity, the Company will be discharged from certain covenants set forth
in the Indenture.                                                               

11.      Amendment; Supplement; Waiver.                                         

                 Subject to certain exceptions, the Indenture or the Notes may
be amended or supplemented with the consent of the Holders of at least a        
majority in principal amount of the Notes then outstanding, and any existing    
default or compliance with any provision may be waived with the consent of the  
Holders of at least a majority in principal amount of the Notes then            
outstanding. Without notice to or the consent of any Holder, the parties thereto
may amend or supplement the Indenture or the Notes to, among other things, cure 
any ambiguity, defect or inconsistency and make any change that does not        
materially and adversely affect the rights of any Holder.                       

12.      Restrictive Covenants.                                                 

               The Indenture imposes certain limitations on the ability of
the Company and its Restricted Subsidiaries, among other things, to Incur       
additional Indebtedness, make Restricted Payments, suffer to exist restrictions 
on the ability of Restricted Subsidiaries to make certain payments to the       
Company, issue Capital Stock of Restricted Subsidiaries, Guarantee Indebtedness 
of the Company, engage in transactions with Affiliates, suffer to exist or incur
Liens, enter into sale-leaseback transactions, use the proceeds from Asset      
Sales, or merge, consolidate or transfer substantially all of its assets. Within
45 days after the end of each of the first three fiscal quarters of each year   
and within 90 days after the end of the last fiscal quarter of each year, the   
Company shall deliver to the Trustee an Officers' Certificate stating whether or
not the signers thereof know of any Default or Event of Default under such      
restrictive covenants.                                                          

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13.      Successor Persons.                                                     

           When a successor person or other entity assumes all the
obligations of its predecessor under the Notes and the Indenture, the           
predecessor person will be released from those obligations.                     

14.      Defaults and Remedies.                                                 

                 Any of the following events constitutes an "Event of Default"
under the Indenture:                                                            

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

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

                  (c) (i) default in the performance or breach of the provisions
of the Indenture applicable to (A) mergers, consolidations and transfers of all 
or substantially all of the assets of the Company or PSF Group Holdings or (B)  
mergers or consolidations of any Subsidiary Guarantor or (ii) the failure by the
Company to make or consummate an Offer to Purchase in accordance with Section   
4.11 or Section 4.12 of the Indenture;                                          

          (d) the Company, any Subsidiary Guarantor or PSF Group
Holdings defaults in the performance of or breaches any other covenant or       
agreement of the Company in the Indenture or under the Notes (other than a      
default specified in clause (a), (b) or (c) above) and such default or breach   
continues for a period of 30 consecutive days after written notice by the       
Trustee or the Holders of 25% or more in aggregate principal amount of the      
Notes;                                                                          

           (e) there occurs with respect to any issue or issues of
Indebtedness of the Company, any Subsidiary Guarantor, PSF Group Holdings or any
Significant Subsidiary having an outstanding principal amount of $7.5 million or
more in the aggregate for all such issues of all such Persons, whether such     
Indebtedness now exists or shall hereafter be created, (A) an event of default  
that has caused the holder thereof to declare such Indebtedness to be due and   
payable prior to its Stated Maturity and such Indebtedness has not been         
discharged in full or such acceleration has not been rescinded or annulled      
within 30 days of such acceleration and/or (B) the failure to make a principal  
payment at the final (but not any interim) fixed maturity and such defaulted    
payment shall not have been made, waived or extended within 30 days of such     
payment default;                                                                

                (f) final judgments or orders (not covered by insurance) for
the payment of money in excess of $7.5 million in the aggregate for all such    
final judgments or orders against all such Persons (treating any deductibles,   
self-insurance or retention as not so covered) shall be rendered against the    
Company, any Subsidiary Guarantor, PSF Group Holdings or any Significant        
Subsidiary and shall not be paid or discharged, and there shall be any period of
30 consecutive days following entry of the final judgment or order that causes  
the aggregate amount for all such final judgments or orders outstanding and not 
paid or discharged against all such                                             

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Persons to exceed $7.5 million during which a stay of enforcement of such final 
judgment or order, by reason of a pending appeal or otherwise, shall not be in  
effect;                                                                         

            (g) a court having jurisdiction in the premises enters a
decree or order for (A) relief in respect of the Company, any Subsidiary        
Guarantor, PSF Group Holdings or any Significant Subsidiary in an involuntary   
case under any applicable bankruptcy, insolvency or other similar law now or    
hereafter in effect, (B) appointment of a receiver, liquidator, assignee,       
custodian, trustee, sequestrator or similar official of the Company, any        
Subsidiary Guarantor, PSF Group Holdings or any Significant Subsidiary or for   
all or substantially all of the property and assets of the Company, any         
Subsidiary Guarantor, PSF Group Holdings or any Significant Subsidiary or (C)   
the winding up or liquidation of the affairs of the Company, any Subsidiary     
Guarantor, PSF Group Holdings or any Significant Subsidiary and, in each case,  
such decree or order shall remain unstayed and in effect for a period of 60     
consecutive days;                                                               

                 (h) the Company, any Subsidiary Guarantor, PSF Group Holdings
or any Significant Subsidiary (A) commences a voluntary case under any          
applicable bankruptcy, insolvency or other similar law now or hereafter in      
effect, or consents to the entry of an order for relief in an involuntary case  
under any such law, (B) consents to the appointment of or taking possession by a
receiver, liquidator, assignee, custodian, trustee, sequestrator or similar     
official of the Company, any Subsidiary Guarantor, PSF Group Holdings or any    
Significant Subsidiary or for all or substantially all of the property and      
assets of the Company, any Subsidiary Guarantor, PSF Group Holdings or any      
Significant Subsidiary or (C) effects any general assignment for the benefit of 
creditors; or                                                                   

               (i) any Guarantor repudiates its obligations under its Note
Guarantee or, except as permitted by the Indenture, any Note Guarantee is       
determined to be unenforceable or invalid or shall for any reason cease to be in
full force and effect.                                                          

               If an Event of Default, as defined in the Indenture, occurs
and is continuing, the Trustee may, and at the direction of the Holders of at   
least 25% in aggregate principal amount of the Notes then outstanding shall,    
declare all the Notes to be due and payable. If a bankruptcy or insolvency      
default with respect to the Company or any Guarantor occurs and is continuing,  
the Notes automatically become due and payable. Holders may not enforce the     
Indenture or the Notes except as provided in the Indenture. The Trustee may     
require indemnity satisfactory to it before it enforces the Indenture or the    
Notes. Subject to certain limitations, Holders of at least a majority in        
principal amount of the Notes then outstanding may direct the Trustee in its    
exercise of any trust or power.                                                 

15.      Guarantee.                                                             

           The Company's obligations under the Notes are fully and
unconditionally guaranteed, jointly and severally, by the Guarantors.           

16.      Trustee Dealings with the Company.                                     

             The Trustee under the Indenture, in its individual or any
other capacity, may make loans to, accept deposits from and perform services for
the Company, the Guarantors or their                                            

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Affiliates and may otherwise deal with the Company, the Guarantors or their     
Affiliates as if it were not the Trustee.                                       

17.      No Recourse Against Others.                                            

           No incorporator or any past, present or future partner,
stockholder, other equityholder, officer, director, employee or controlling     
person, as such, of the Company or of any successor Person 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.                                                                   

18.      Authentication.                                                        

     This Note shall not be valid until the Trustee or
authenticating agent signs the certificate of authentication on the other side  
of this Note.                                                                   

19.      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).                                                                           

                  The Company will furnish a copy of the Indenture to any Holder
upon written request and without charge. Requests may be made to Premium        
Standard Farms, Inc. 423 West 8th Street, Suite 200, Kansas City, Missouri      
645105; Attention: Chief Financial Officer.                                     

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 [FORM OF TRANSFER NOTICE]

               FOR VALUE RECEIVED the undersigned registered holder hereby
sell(s), assign(s) and transfer(s) unto                                         

Insert Taxpayer Identification No.                                              

__________________________________                                              

__________________________________                                              

Please print or typewrite name and address including zip code of assignee       

__________________________________                                              

the within Note and all rights thereunder, hereby irrevocably constituting and  
appointing _______________________ attorney to transfer said Note on the books  
of the Company with full power of substitution in the premises.                 

 [THE FOLLOWING PROVISION TO BE INCLUDED ON ALL NOTES OTHER THAN
EXCHANGE NOTES, TEMPORARY OFFSHORE GLOBAL NOTES AND UNLEGENDED
PHYSICAL NOTES] 

                In connection with any transfer of this Note occurring prior
to the date which is the earlier of (i) the date the Shelf Registration         
Statement is declared effective or (ii) the end of the period referred to in    
Rule 144(k) under the Securities Act, the undersigned confirms that without     
utilizing any general solicitation or general advertising that:                 

 [Check One]

[ ](a)   this Note is being transferred in compliance with the exemption from   
     registration under the Securities Act of 1933 provided by Rule 144A
thereunder.                                                   

or

[ ](b)   this Note is being transferred other than in accordance with (a) above 
       and documents are being furnished which comply with the conditions of
transfer set forth in this Note and the Indenture.            

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If none of the foregoing boxes is checked, the Trustee or other Registrar shall 
not be obligated to register this Note in the name of any Person other than the 
Holder hereof unless and until the conditions to any such transfer of           
registration set forth herein and in Section 2.08 of the Indenture shall have   
been satisfied.                                                                 

Date:                                                                           
     ----------------------         --------------------------------------------

                                NOTICE: The signature to this assignment
                                must correspond with the name as written
                             upon the face of the within-mentioned
                               instrument in every particular, without
                            alteration or any change whatsoever.

                 Signature must be guaranteed by a participant in a recognized
signature guaranty medallion program or other signature guarantor acceptable to 
the Trustee.                                                                    

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

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

Dated:                                                                          
      ---------------------         --------------------------------------------
                              NOTICE: To be executed by an executive
officer 

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OPTION OF HOLDER TO ELECT PURCHASE

          If you wish to have this Note purchased by the Company
pursuant to Section 4.11 or 4.12 of the Indenture, check the Box: [ ]           

               If you wish to have a portion of this Note purchased by the
Company pursuant to Section 4.11 or 4.12 of the Indenture, state the principal  
amount: $                   .                                                   
-------------------                                           
Date:                                                                           

Your Signature:                                                                 
---------------------------------------------     

(Sign exactly as your name appears on the other side of this Note)

Signature Guarantee:                                                            
----------------------------------------

                 Signature must be guaranteed by a participant in a recognized
signature guaranty medallion program or other signature guarantor acceptable to 
the Trustee.                                                                    

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                                                                       EXHIBIT B

 Form of Certificate
                                                                       ________,

Wilmington Trust Company                                                        
Rodney Square North                                                             
1100 North Market Street                                                        
Wilmington, Delaware 19890                                                      
Attention: Corporate Trust Department                                           

Re: Premium Standard Farms, Inc. (the "Company")
9-1/4% Senior Notes due 2011 (the "Notes")

Dear Sirs:                                                                      

    This letter relates to U.S. $ __________ principal amount of Notes
represented by a Note (the "Legended Note") which bears a legend outlining      
restrictions upon transfer of such Legended Note. Pursuant to Section 2.02 of   
the Indenture dated as of June 7, 2001 (the "Indenture") 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. Accordingly, you are hereby requested to exchange the legended     
certificate for an unlegended certificate representing an identical principal   
amount of Notes, all in the manner provided for in the Indenture.               

   You and the Company are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any interested
party in any administrative or legal proceedings or official inquiry with       
respect to the matters covered hereby. Terms used in this certificate have the  
meanings set forth in Regulation S.                                             

                         Very truly yours,

                        [Name of Holder]

                                           By:________________________________
                                  Authorized Signature

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                                                                       EXHIBIT C

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

                                                                     __________,

Wilmington Trust Company                                                        
Rodney Square North                                                             
1100 North Market Street                                                        
Wilmington, Delaware 19890                                                      
Attention: Corporate Trust Department                                           

Re: Premium Standard Farms, Inc. (the "Company")
9-1/4% Senior Notes due 2011 (the "Notes")

Dear Sirs:                                                                      

                In connection with our proposed purchase of $_______________
aggregate principal amount of the Notes, 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 June 7, 2001 (the "Indenture") relating to the Notes 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, amended (the "Securities Act").                                    

                  2. We understand that the offer and sale of the Notes have not
been registered under the Securities Act, and that the Notes may not be offered 
or sold except as permitted in the following sentence. We agree, on our own     
behalf and on behalf of any accounts for which we are acting as hereinafter     
stated, that if we should sell any Notes within the time period referred to in  
Rule 144(k) of the Securities Act, we will do so only (A) to the Company or any 
subsidiary thereof, (B) in accordance with Rule 144A under the Securities Act to
a "qualified institutional buyer" (as defined therein), (C) to an institutional 
"accredited investor" (as defined below) that, prior to such transfer, furnishes
(or has furnished on its behalf by a U.S. broker-dealer) to you and to the      
Company a signed letter substantially in the form of this letter and, if such   
transfer is in respect of an aggregate principal amount of less than $100,000,  
an opinion of counsel acceptable to the Company that such transfer is in        
compliance with the Securities Act, (D) outside the United States in accordance 
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) or (F) pursuant to an effective registration statement under the     
Securities Act, and we further 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.                                                    

                  3. We understand that, on any proposed resale of any Notes, we
will be required to furnish to you and the Company such certifications, legal   
opinions and other information as                                               

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you and the Company may reasonably require to confirm that the proposed sale    
complies with the foregoing restrictions. We further understand that the Notes  
purchased by us will bear a legend to the foregoing effect.                     

                4. We are an institutional "accredited investor" (as defined
in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and
have such knowledge and experience in financial and business matters as to be   
capable of evaluating the merits and risks of our investment in the Notes, and  
we and any accounts for which we are acting are each able to bear the economic  
risk of our or its investment.                                                  

             5. We are acquiring the Notes 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

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                                                                       EXHIBIT D

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

Wilmington Trust Company                                                        
Rodney Square North                                                             
1100 North Market Street                                                        
Wilmington, Delaware 19890                                                      
Attention: Corporate Trust Department                                           

Re: Premium Standard Farms, Inc. (the "Company")
9-1/4% Senior Notes due 2011 (the "Notes")

Dear Sirs:                                                                      

 In connection with our proposed sale of U.S.$
aggregate principal amount 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 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 or legal proceedings or official inquiry 
with respect to the matters covered hereby. Terms used in this certificate have 
the meanings set forth in Regulation S.                                         

                         Very truly yours,

                            [Name of Transferor]

           By:
                                               ---------------------------------
                                  Authorized Signature

D-1 

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘S-4’ Filing		Date		First		Last			Other Filings
		6/15/11		91		94			None on these Dates
		6/15/06		43		94
		6/15/04		43		95
		5/15/02		72
		12/15/01		19		93
		12/7/01		93
		7/17/01		31		40
Filed on:		6/29/01
		6/7/01		1		104
		6/4/01		26		93
		8/27/97		14
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