
                                                               EXHIBIT 4.5
                                                               -----------

                   SUN WORLD INTERNATIONAL, INC., 
                               Issuer
                                 
                     CADIZ LAND COMPANY, INC.,
                         Parent Guarantor
                                 
                       AGRI-LAND REALTY, INC.,
                  SUN WORLD MANAGEMENT CORPORATION,
                         SUN WORLD AVOCADO,
                       SUN WORLD EXPORT, INC.,
                          SUN WORLD BRANDS,
                           SUN WORLD/RAYO,
                     DINUBA PACKING CORPORATION,
                     SFC MARKETING CORPORATION,
                         SUN HARVEST, INC.,
                     PACIFIC FARM SERVICE, INC.,
                      BIG VALLEY LEASING, INC.,
                        SUN DESERT, INC., and
                         COACHELLA GROWERS,
                        Subsidiary Guarantors

                            $115,000,000
            11-1/4% First Mortgage Notes due April 15, 2004

                            _____________

                              INDENTURE

                     Dated as of April 16, 1997

                            _____________

                  IBJ SCHRODER BANK & TRUST COMPANY
                              Trustee <PAGE>
                          TABLE OF CONTENTS

                                                                Page

                              ARTICLE 1
                    DEFINITIONS AND INCORPORATION
                            BY REFERENCE
Section 1.01.    Definitions . . . . . . . . . . . . . . . . . .   1
Section 1.02.    Other Definitions . . . . . . . . . . . . . . .  14
Section 1.03.    Incorporation by Reference of Trust Indenture Act 15
Section 1.04.    Rules of Construction . . . . . . . . . . . . .  16

                              ARTICLE 2
                              THE NOTES
Section 2.01.    Form and Dating . . . . . . . . . . . . . . . .  16
Section 2.02.    Execution and Authentication. . . . . . . . . .  16
Section 2.03.    Registrar and Paying Agent. . . . . . . . . . .  17
Section 2.04.    Paying Agent to Hold Money in Trust . . . . . .  17
Section 2.05.    Holder Lists. . . . . . . . . . . . . . . . . .  18
Section 2.06.    Transfer and Exchange . . . . . . . . . . . . .  18
Section 2.07.    Replacement Notes . . . . . . . . . . . . . . .  23
Section 2.08.    Outstanding Notes . . . . . . . . . . . . . . .  24
Section 2.09.    Treasury Notes. . . . . . . . . . . . . . . . .  24
Section 2.10.    Temporary Notes . . . . . . . . . . . . . . . .  24
Section 2.11.    Cancellation. . . . . . . . . . . . . . . . . .  24
Section 2.12.    Defaulted Interest. . . . . . . . . . . . . . .  25

                             ARTICLE 3 
                      REDEMPTION AND PREPAYMENT
Section 3.01.    Notices to Trustee. . . . . . . . . . . . . . .  25
Section 3.02.    Selection of Notes to Be Redeemed . . . . . . .  25
Section 3.03.    Notice of Redemption. . . . . . . . . . . . . .  26
Section 3.04.    Effect of Notice of Redemption. . . . . . . . .  26
Section 3.05.    Deposit of Redemption Price . . . . . . . . . .  26
Section 3.06.    Notes Redeemed in Part. . . . . . . . . . . . .  27
Section 3.07.    Optional Redemption . . . . . . . . . . . . . .  27
Section 3.08.    Mandatory Redemption. . . . . . . . . . . . . .  27
Section 3.09.    Offer to Purchase by Application of Excess Proceeds 27

                              ARTICLE 4
                              COVENANTS
Section 4.01.    Payment of Notes. . . . . . . . . . . . . . . .  29
Section 4.02.    Maintenance of Office or Agency . . . . . . . .  29
Section 4.03.    Reports . . . . . . . . . . . . . . . . . . . .  30
Section 4.04.    Compliance Certificate. . . . . . . . . . . . .  31
Section 4.05.    Taxes . . . . . . . . . . . . . . . . . . . . .  31
Section 4.06.    Stay, Extension and Usury Laws. . . . . . . . .  31
Section 4.07.    Restricted Payments . . . . . . . . . . . . . .  32
Section 4.08.    Dividend and Other Payment Restrictions Affecting
                 Subsidiaries. . . . . . . . . . . . . . . . . .  35
Section 4.09.    Incurrence of Indebtedness and Issuance of 
                 Preferred Stock . . . . . . . . . . . . . . . .  35
Section 4.10.    Asset Sales . . . . . . . . . . . . . . . . . .  37
Section 4.11.    Transactions with Affiliates. . . . . . . . . .  39
Section 4.12.    Liens . . . . . . . . . . . . . . . . . . . . .  39
Section 4.13.    Line of Business. . . . . . . . . . . . . . . .  40
Section 4.14.    Corporate Existence . . . . . . . . . . . . . .  40
Section 4.15.    Offer to Repurchase Upon Change of Control. . .  40
Section 4.16     Additional Subsidiary Guarantees. . . . . . . .  41
Section 4.17     Sale and Leaseback Transactions . . . . . . . .  41
Section 4.18     Limitation on Issuances and Sales of 
                 Capital Stock of Wholly-Owned Subsidiaries .  .  41
Section 4.19     Advances. . . . . . . . . . . . . . . . . . . .  42
Section 4.20     Collateral Documents. . . . . . . . . . . . . .  42
Section 4.21     Impairment of Security Interests. . . . . . . .  42
Section 4.22     Payments for Consent. . . . . . . . . . . . . .  42
Section 4.23     Maintenance of Properties and Insurance . . . .  42

                              ARTICLE 5
                             SUCCESSORS
Section 5.01.    Merger, Consolidation, or Sale of Assets. . . .  43
Section 5.02.    Successor Corporation Substituted . . . . . . .  44

                             ARTICLE 6 
                       DEFAULTS AND REMEDIES 
Section 6.01.    Events of Default . . . . . . . . . . . . . . .  44
Section 6.02.    Acceleration. . . . . . . . . . . . . . . . . .  46
Section 6.03.    Other Remedies. . . . . . . . . . . . . . . . .  46
Section 6.04.    Waiver of Past Defaults . . . . . . . . . . . .  46
Section 6.05.    Control by Majority . . . . . . . . . . . . . .  47
Section 6.06.    Limitation on Suits . . . . . . . . . . . . . .  47
Section 6.07.    Rights of Holders of Notes to Receive Payment .  47
Section 6.08.    Collection Suit by Trustee. . . . . . . . . . .  48
Section 6.09.    Trustee May File Proofs of Claim. . . . . . . .  48
Section 6.10.    Priorities. . . . . . . . . . . . . . . . . . .  48
Section 6.11.    Undertaking for Costs . . . . . . . . . . . . .  49

                             ARTICLE 7 
                              TRUSTEE 
Section 7.01.    Duties of Trustee . . . . . . . . . . . . . . .  49
Section 7.02.    Rights of Trustee . . . . . . . . . . . . . . .  50
Section 7.03.    Individual Rights of Trustee. . . . . . . . . .  50
Section 7.04.    Trustee's Disclaimer. . . . . . . . . . . . . .  51
Section 7.05.    Notice of Defaults. . . . . . . . . . . . . . .  51
Section 7.06.    Reports by Trustee to Holders of the Notes. . .  51
Section 7.07.    Compensation and Indemnity. . . . . . . . . . .  51
Section 7.08.    Replacement of Trustee. . . . . . . . . . . . .  52
Section 7.09.    Successor Trustee by Merger, etc. . . . . . . .  53
Section 7.10.    Eligibility; Disqualification . . . . . . . . .  53
Section 7.11.    Preferential Collection of Claims Against Issuer 53
Section 7.12     Trustee Risk. . . . . . . . . . . . . . . . . .  53
Section 7.13     Appointment of Co-Trustee . . . . . . . . . . .  53

                              ARTICLE 8
              LEGAL DEFEASANCE AND COVENANT DEFEASANCE
Section 8.01.    Option to Effect Legal Defeasance or 
                 Covenant Defeasance . . . . . . . . . . . . . .  54
Section 8.02.    Legal Defeasance and Discharge. . . . . . . . .  54
Section 8.03.    Covenant Defeasance . . . . . . . . . . . . . .  55
Section 8.04.    Conditions to Legal or Covenant Defeasance. . .  55
Section 8.05.    Deposited Money and Government Securities 
                 to be Held in Trust; Other 
                 Miscellaneous Provisions. . . . . . . . . . . .  56
Section 8.06.    Repayment to Issuer . . . . . . . . . . . . . .  57
Section 8.07.    Reinstatement . . . . . . . . . . . . . . . . .  57

                             ARTICLE 9 
                  AMENDMENT, SUPPLEMENT AND WAIVER 
Section 9.01.    Without Consent of Holders of Notes . . . . . .  57
Section 9.02.    With Consent of Holders of Notes. . . . . . . .  58
Section 9.03.    Compliance with Trust Indenture Act . . . . . .  59
Section 9.04.    Revocation and Effect of Consents . . . . . . .  59
Section 9.05.    Notation on or Exchange of Notes. . . . . . . .  60
Section 9.06.    Trustee to Sign Amendments, etc . . . . . . . .  60

                             ARTICLE 10
                       COLLATERAL AND SECURITY
Section 10.01.  Collateral and Security Documents; 
                Additional Collateral. . . . . . . . . . . . . .  60
Section 10.02.  Recording, Registration and Opinions . . . . . .  62
Section 10.03.  Release of Collateral. . . . . . . . . . . . . .  63
Section 10.04.  Possession and Use of Collateral . . . . . . . .  64
Section 10.05.  Specified Releases of Collateral . . . . . . . .  64
Section 10.06.  Disposition of Collateral Without Release. . . .  66
Section 10.07.  Form and Sufficiency of Release. . . . . . . . .  67
Section 10.08.  Purchaser Protected. . . . . . . . . . . . . . .  67
Section 10.09.  Authorization of Actions To Be Taken by the 
                Trustee Under the Collateral Documents . . . . .  68
Section 10.10.  Authorization of Receipt of Funds by the 
                Trustee Under the Collateral Documents . . . . .  68

                             ARTICLE 11
                     APPLICATION OF TRUST MONIES
Section 11.01.  Collateral Account . . . . . . . . . . . . . . .  68
Section 11.02.  Withdrawal of Insurance Proceeds and 
                Condemnation Awards. . . . . . . . . . . . . . .  68
Section 11.03.  Withdrawal of Net Cash Proceeds to Fund 
                an Asset Sale Offer. . . . . . . . . . . . . . .  70
Section 11.04.  Withdrawal of Trust Monies for Investment 
                in Replacement Assets. . . . . . . . . . . . . .  71
Section 11.05.  Investment of Trust Monies . . . . . . . . . . .  72

                             ARTICLE 12
                             GUARANTEES
Section 12.01    Guarantees. . . . . . . . . . . . . . . . . . .  72
Section 12.02    Execution and Delivery of Guarantees. . . . . .  75
Section 12.03    Guarantors May Consolidate, etc., on 
                 Certain Terms. . . . . . . . . . . . . . . . . . 75
Section 12.04    Releases Following Sale of Assets . . . . . . .  76
Section 12.05    Limitation of Guarantor's Liability . . . . . .  76
Section 12.06    Application of Certain Terms and Provisions
                 to the Guarantors . . . . . . . . . . . . . . .  77

                             ARTICLE 13
                            MISCELLANEOUS
Section 13.01.   Trust Indenture Act Controls. . . . . . . . . .  77
Section 13.02.   Notices . . . . . . . . . . . . . . . . . . . .  77
Section 13.03.   Communication by Holders of Notes with 
                 Other Holders of Notes  . . . . . . . . . . . .  79
Section 13.04.   Certificate and Opinion as to 
                 Conditions Precedent. . . .. . . . . . . . . . . 79
Section 13.05.   Statements Required in Certificate or Opinion .  79
Section 13.06.   Rules by Trustee and Agents . . . . . . . . . .  79
Section 13.07.   No Personal Liability of Directors, 
                 Officers, Employees and Stockholders. . . . . .  79
Section 13.08.   Governing Law . . . . . . . . . . . . . . . . .  80
Section 13.09.   No Adverse Interpretation of Other Agreements .  80
Section 13.10.   Successors. . . . . . . . . . . . . . . . . . .  80
Section 13.11.   Severability. . . . . . . . . . . . . . . . . .  80
Section 13.12.   Counterpart Originals . . . . . . . . . . . . .  80
Section 13.13.   Table of Contents, Headings, etc. . . . . . . .  80


                              EXHIBITS

Exhibit A   FORM OF NOTE
Exhibit B   CERTIFICATES OF TRANSFEROR
Exhibit C   DEED OF TRUST
Exhibit D   INTERCREDITOR AGREEMENT
Exhibit E   ISSUER PLEDGE AGREEMENT
Exhibit F   PARENT PLEDGE AGREEMENT
Exhibit G   SECURITY AGREEMENT

INDENTURE dated as of April 16, 1997 among Sun World International, Inc.,
a Delaware corporation (the "Issuer"), Cadiz Land Company, Inc., a Delaware
corporation and the parent of Issuer ("Parent"), the subsidiary guarantors
of the Issuer who have signed the Guarantee (the "Guarantee") attached to
the Note (the "Subsidiary Guarantors" and, together with Parent, the
"Guarantors") and IBJ Schroder Bank & Trust Company, a New York banking
corporation, as trustee (the "Trustee").

       The Issuer, the Guarantors and the Trustee agree as follows for the
benefit of each other and for the equal and ratable benefit of the Holders
of the 11-1/4% Series A First Mortgage Notes due 2004 (the "Series A Notes")
and the 11-1/4% Series B First Mortgage Notes due 2004 (the "Series B Notes"
and, together with the Series A Notes, the "Notes"):


                              ARTICLE 1
                    DEFINITIONS AND INCORPORATION
                            BY REFERENCE

Section 1.01.    Definitions.
-------------------------------------
       "ACQUIRED DEBT" means, with respect to any specified Person, (i)
Indebtedness of any other Person existing at the time such other Person is
merged with or into or became a Subsidiary of such specified Person,
including, without limitation, Indebtedness incurred in connection with, or
in contemplation of, such other Person merging with or into or becoming a
Subsidiary of such specified Person, and (ii) Indebtedness secured by a Lien
encumbering any asset acquired by such specified Person.

       "AFFILIATE" of any specified Person means any other Person directly
or indirectly controlling or controlled by or under direct or indirect
common control with such specified Person.  For purposes of this definition,
"control" (including, with correlative meanings, the terms "controlling,"
"controlled by" and "under common control with"), as used with respect to
any Person, shall mean the possession, directly or indirectly, of the power
to direct or cause the direction of the management or policies of such
Person, whether through the ownership of voting securities, by agreement or
otherwise; provided that beneficial ownership of 10% or more of the voting
securities of a Person shall be deemed to be control.

       "AFTER-ACQUIRED PROPERTY" means assets or property acquired after
the Issue Date.

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

       "ASSET SALE" means (i) the sale, lease, conveyance or other
disposition of any assets or rights (including, without limitation, by way
of a sale and leaseback) other than sales of inventory in the ordinary
course of business consistent with past practices (provided that the sale,
lease, conveyance or other disposition of all or substantially all of the
assets of Parent, the Issuer and the Issuer's Subsidiaries taken as a whole
will be governed by Section 4.15 and/or Section 5.01 and not by the
provisions of Section 4.10), and (ii) the issue or sale by Parent, the
Issuer or any of its Subsidiaries of Equity Interests of the Issuer or any
of the Issuer's Subsidiaries, in the case of either clause (i) or (ii),
whether in a single transaction or a series of related transactions (a) that
have a fair market value in excess of $1.0 million or (b) for net proceeds
in excess of $1.0 million.  Notwithstanding the foregoing, none of the
following will constitute Asset Sales:  (i) a transfer of assets by Parent
or the Issuer to a Wholly Owned Restricted Subsidiary of the Issuer or by
a Wholly Owned Restricted Subsidiary of the Issuer to the Issuer or to
another Wholly Owned Restricted Subsidiary of the Issuer, (ii) an issuance
of Equity Interests by a Wholly Owned Restricted Subsidiary of the Issuer
to the Issuer or to another Wholly Owned Restricted Subsidiary of the
Issuer, (iii) a Restricted Payment that is permitted by Section 4.07, and
(iv) a transfer of Revolving Credit Agreement Collateral.

       "ATTRIBUTABLE DEBT" in respect of a sale and leaseback transaction
means, at the time of determination, the present value (discounted at the
rate of interest implicit in such transaction, determined in accordance with
GAAP) of the obligation of the lessee for net rental payments during the
remaining term of the lease included in such sale and leaseback transaction
(including any period for which such lease has been extended or may, at the
option of the lessor, be extended).

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

       "BOARD OF DIRECTORS" means the Board of Directors of the Issuer, or
any authorized committee of the Board of Directors.

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

       "CADIZ CREDIT AGREEMENT" means a credit agreement to be entered into
between Parent and a lending institution providing for revolving credit
borrowings, including any related notes, guarantees, collateral documents,
instruments and agreements executed in connection therewith, and in each
case as amended, modified, renewed, refunded, replaced or refinanced from
time to time; provided, however, that neither the Issuer nor any Subsidiary
of the Issuer may provide any guarantee of such Indebtedness.

       "CADIZ WATER PROJECT" means the development of the system for
groundwater transfer by Parent of the water underlying Parent's properties
in the Cadiz and Fenner valleys of eastern California to certain public
agencies, such as the Metropolitan Water District, including the
construction of a pipeline between Parent's properties and the Colorado
River Aqueduct.

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

       "CAPITAL STOCK" means (i) in the case of a corporation, corporate
stock, (ii) in the case of an association or business entity, any and all
shares, interests, participations, rights or other equivalents (however
designated) of corporate stock, (iii) in the case of a partnership or
limited liability company, partnership or membership interests (whether
general or limited) and (iv) any other interest or participation that
confers on a Person the right to receive a share of the profits and losses
of, or distributions of assets of, the issuing Person.

       "CASH EQUIVALENTS" means (i) United States dollars, (ii) any
evidence of Indebtedness with a maturity of 365 days or less issued or
directly and fully guaranteed or insured by the United States of America or
any agency or instrumentality thereof (provided that the full faith and
credit of the United States of America is pledged in support thereof); (iii)
certificates of deposit or acceptances with a maturity of 365 days or less
of any financial institution that is a member of the Federal Reserve System
having a combined capital and surplus and undivided profits of not less than
$500,000,000; (iv) certificates of deposit with a maturity of 365 days or
less of any financial institution that is organized under the laws of the
United States, or any state thereof or the District of Columbia that are
rated at least A-2 by Standard & Poor's Corporation or at least P-2 by
Moody's Investors Service, Inc. or at least an equivalent rating category
of another nationally recognized securities rating agency; (v) repurchase
agreements and reverse repurchase agreements relating to marketable direct
obligations issued or unconditionally guaranteed by the government of the
United States of America or issued by any agency thereof and backed by the
full faith and credit of the United States of America, in each case maturing
within 365 days from the date of acquisition; provided that the terms of
such agreements comply with the guidelines set forth in the Federal
Financial Agreements of Depository Institutions With Securities Dealers and
Others, as adopted by the Comptroller of the Currency on October 31, 1985;
and (vi) commercial paper having the highest rating obtainable from Moody's
Investor Service, Inc. or Standard & Poor's Corporation and in each case
maturing within six months after the date of acquisition.

       "CHANGE OF CONTROL" means the occurrence of any of the following: 
(i) the sale, lease, transfer, conveyance or other disposition (other than
by way of merger or consolidation), in one or a series of related
transactions, of all or substantially all of the assets of Parent, the
Issuer and the Issuer's Subsidiaries taken as a whole to any "person" (as
such term is used in Section 13(d)(3) of the Exchange Act), (ii) the
adoption of a plan relating to the liquidation or dissolution of Parent or
the Issuer, (iii) the consummation of any transaction (including, without
limitation, any merger or consolidation) the result of which is that any
"person" (as defined above), becomes the "beneficial owner" (as such term
is defined in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that
a person shall be deemed to have "beneficial ownership" of all securities
that such person has the right to acquire, whether such right is currently
exercisable or is exercisable only upon the occurrence of a subsequent
condition), directly or indirectly, of more than 35% of the Voting Stock of
Parent (measured by voting power rather than number of shares), (iv) the
first day on which a majority of the members of the Board of Directors of
the Issuer are not Continuing Directors, (v) the first day on which Parent
ceases to own 100% of the outstanding Equity Interests of the Issuer, or
(vi) Parent consolidates with, or merges with or into, any Person or sells,
assigns, conveys, transfers, leases or otherwise disposes of all or
substantially all of its assets to any Person, or any Person consolidates
with, or merges with or into, Parent, in any such event pursuant to a
transaction in which any of the outstanding Voting Stock of Parent is
converted into or exchanged for cash, securities or other property, other
than any such transaction where the Voting Stock of Parent outstanding
immediately prior to such transaction is converted into or exchanged for
Voting Stock (other than Disqualified Stock) of the surviving or transferee
Person constituting a majority of the outstanding shares of such Voting
Stock of such surviving or transferee Person (immediately after giving
effect to such issuance).

       "COLLATERAL" means, all assets now owned or hereafter acquired, of
Parent, the Issuer or any Subsidiary of the Issuer, other than the Excluded
Assets.  

       "COLLATERAL ACCOUNT" means the collateral account established
pursuant to Section 11.01.

       "COLLATERAL DOCUMENTS" mean, collectively, the Security Agreement,
the Deed of Trust, the Issuer Pledge Agreement, the Parent Pledge Agreement,
the Intercreditor Agreement and any other pledges, agreements, instruments,
financing statements, filing or other documents that evidence, set forth or
limit the Lien in favor of the Trustee in the Collateral.

       "CONSOLIDATED CASH FLOW" means, with respect to any Person for any
period, the Consolidated Net Income of such Person for such period plus (i)
an amount equal to any extraordinary loss plus any net loss realized in
connection with an Asset Sale (to the extent such losses were deducted in
computing such Consolidated Net Income), plus (ii) provision for taxes based
on income or profits of such Person and its Subsidiaries for such period,
to the extent that such provision for taxes was included in computing such
Consolidated Net Income, plus (iii) consolidated interest expense of such
Person and its Subsidiaries for such period, whether paid or accrued and
whether or not capitalized (including, without limitation, amortization of
debt issuance costs and original issue discount, non-cash interest payments,
the interest component of any deferred payment obligations, the interest
component of all payments associated with Capital Lease Obligations, imputed
interest with respect to Attributable Debt, commissions, discounts and other
fees and charges incurred in respect of letter of credit or bankers'
acceptance financings, and net payments (if any) pursuant to Hedging
Obligations), to the extent that any such expense was deducted in computing
such Consolidated Net Income, plus (iv) depreciation, amortization
(including amortization of goodwill and other intangibles but excluding
amortization of prepaid cash expenses that were paid in a prior period) and
other non-cash expenses (excluding any such non-cash expense to the extent
that it represents an accrual of or reserve for cash expenses in any future
period or amortization of a prepaid cash expense that was paid in a prior
period) of such Person and its Subsidiaries for such period to the extent
that such depreciation, amortization and other non-cash expenses were
deducted in computing such Consolidated Net Income, minus (v) non-cash 
non-recurring items whether or not considered extraordinary under GAAP, 
in each case, on a consolidated basis and determined in accordance with GAAP. 
Notwithstanding the foregoing, the provision for taxes based on the income
or profits of, and the depreciation and amortization and other non-cash
charges of, a Subsidiary of a Person shall be added to Consolidated Net
Income to compute Consolidated Cash Flow only to the extent (and in the same
proportion) that the Net Income of such Subsidiary was included in
calculating the Consolidated Net Income of such Person and only if a
corresponding amount would be permitted at the date of determination to be
dividended to Parent or to the Issuer without prior approval (that has not
been obtained), pursuant to the terms of its charter and all agreements,
instruments, judgments, decrees, orders, statutes, rules and governmental
regulations applicable to the Issuer, the Subsidiary or its stockholders.

       "CONSOLIDATED LEASE EXPENSE" means, with respect to any Person for
any period, the aggregate rental obligations of such Person and its
consolidated Restricted Subsidiaries determined on a consolidated basis in
accordance with GAAP payable in respect of such period under leases of real
property (net of income from subleases thereof, but including taxes,
insurance, maintenance and similar expenses that the lessee is obligated to
pay under the terms of such leases), whether or not such obligations are
reflected as liabilities or commitments on a consolidated balance sheet of
such Person and its Restricted Subsidiaries or in the notes thereto.

       "CONSOLIDATED NET INCOME" means, with respect to any Person for any
period, the aggregate of the Net Income of such Person and its Subsidiaries
for such period, on a consolidated basis, determined in accordance with
GAAP; provided that (i) the Net Income (but not loss) of any Person that is
not a Subsidiary or that is accounted for by the equity method of accounting
shall be included only to the extent of the amount of dividends or
distributions paid in cash to the referent Person or a Wholly Owned
Subsidiary thereof, (ii) the Net Income of any Subsidiary shall be excluded
to the extent that the declaration or payment of dividends or similar
distributions by that Subsidiary of that Net Income is not at the date of
determination permitted without any prior governmental approval (that has
not been obtained) or, directly or indirectly, by operation of the terms of
its charter or any agreement, instrument, judgment, decree, order, statute,
rule or governmental regulation applicable to that Subsidiary or its
stockholders, (iii) the Net Income of any Person acquired in a pooling of
interests transaction for any period prior to the date of such acquisition
shall be excluded, (iv) the cumulative effect of a change in accounting
principles shall be excluded, and (v) the Net Income of any Unrestricted
Subsidiary shall be excluded, whether or not distributed to the Issuer or
one of its Subsidiaries.

       "CONSOLIDATED NET WORTH" means, with respect to any Person as of any
date, the sum of (i) the consolidated equity of the common stockholders of
such Person and its consolidated Subsidiaries as of such date plus (ii) the
respective amounts reported on such Person's balance sheet as of such date
with respect to any series of preferred stock (other than Disqualified
Stock) that by its terms is not entitled to the payment of dividends unless
such dividends may be declared and paid only out of net earnings in respect
of the year of such declaration and payment, but only to the extent of any
cash received by such Person upon issuance of such preferred stock, less (x)
all write-ups (other than write-ups resulting from foreign currency
translations and write-ups of tangible assets of a going concern business
made within 12 months after the acquisition of such business) subsequent to
the Issue Date in the book value of any asset owned by such Person or a
consolidated Subsidiary of such Person, (y) all investments as of such date
in unconsolidated Subsidiaries and in Persons that are not Subsidiaries
(except, in each case, Permitted Investments), and (z) all unamortized debt
discount and expense and unamortized deferred charges as of such date, all
of the foregoing determined in accordance with GAAP.

       "CONTINUING DIRECTORS" means, as of the date of determination, any
member of the Board of Directors of a Person who (i) was a member of such
Board of Directors on the Issue Date or (ii) was nominated for election or
elected to such Board of Directors with the affirmative vote of at least a
majority of the Continuing Directors who were members of such Board at the
time of such nomination or election.

       "CORPORATE TRUST OFFICE OF THE TRUSTEE" shall be at the address of
the Trustee specified in Section 13.02 hereof or such other address as to
which the Trustee may give notice to the Issuer.

       "DEED OF TRUST" means individually and in the aggregate, the Deeds
of Trust, each in the form of Exhibit C, executed by the Issuer for the
benefit of the Trustee and the ratable benefit of the Holders, as the same
may be amended, supplemented or otherwise modified from time to time.

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

       "DEFINITIVE NOTES" means Notes that are in the form of the Notes
attached hereto as Exhibit A, that do not include the information called for
by footnotes 1 and 2 thereof.

       "DEPOSITORY" means, with respect to the Notes issuable or issued in
whole or in part in global form, the Person specified in Section 2.03 hereof
as the Depository with respect to the Notes, until a successor shall have
been appointed and become such pursuant to the applicable provision of this
Indenture, and, thereafter, "Depository" shall mean or include such
successor.

       "DISQUALIFIED STOCK" means any Capital Stock that, by its terms (or
by the terms of any security into which it is convertible or for which it
is exchangeable), or upon the happening of any event, matures or is
mandatorily redeemable, pursuant to a sinking fund obligation or otherwise,
or redeemable at the option of the Holder thereof, in whole or in part, on
or prior to the date that is 91 days after the date on which the Notes
mature.

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

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

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

       "EXCLUDED ASSETS" means (i) all of the assets of Parent other than
the stock of the Issuer, (ii) the Revolving Credit Agreement Collateral, and
(iii) the Zenith Collateral.

       "EXISTING INDEBTEDNESS" means up to $16.8 million in aggregate
principal amount of Indebtedness of Parent, the Issuer and its Restricted
Subsidiaries (other than Indebtedness under the Cadiz Credit Agreement and
the Revolving Credit Agreement) in existence on the Issue Date, until such
amounts are repaid.

       "FIXED CHARGES" means, with respect to any Person for any period,
the sum, without duplication, of (i) the consolidated interest expense of
such Person and its Restricted Subsidiaries for such period, whether paid
or accrued (including, without limitation, amortization of debt issuance
costs and original issue discount, non-cash interest payments, the interest
component of any deferred payment obligations, the interest component of all
payments associated with Capital Lease Obligations, imputed interest with
respect to Attributable Debt, commissions, discounts and other fees and
charges incurred in respect of letter of credit or bankers' acceptance
financings, and net payments (if any) pursuant to Hedging Obligations) and
(ii) the consolidated interest expense of such Person and its Restricted
Subsidiaries that was capitalized during such period, and (iii) any interest
expense on Indebtedness of another Person that is Guarantied by such Person
or one of its Restricted Subsidiaries or secured by a Lien on assets of such
Person or one of its Restricted Subsidiaries (whether or not such Guarantee
or Lien is called upon) and (iv) the product of (a) all dividend payments,
whether or not in cash, on any series of preferred stock of such Person or
any of its Restricted Subsidiaries, other than dividend payments on Equity
Interests payable solely in Equity Interests of Parent or the Issuer, as the
case may be, times (b) a fraction, the numerator of which is one and the
denominator of which is one minus the then current combined federal, state
and local statutory tax rate of such Person, expressed as a decimal, in each
case, on a consolidated basis and in accordance with GAAP; provided,
however, that the denominator in clause (b) shall be one if such dividend
or other distribution is a tax deductible expense for federal income tax
purposes under the Internal Revenue Code of 1986, as amended.

       "FIXED CHARGE COVERAGE RATIO" means with respect to any Person and
its Restricted Subsidiaries for any period, the ratio of the Consolidated
Cash Flow of such Person and its Restricted Subsidiaries for such period to
the Fixed Charges of such Person and its Restricted Subsidiaries for such
period.  In the event that Parent, the Issuer or any of the Issuer's
Restricted Subsidiaries incurs, assumes, Guaranties or redeems any
Indebtedness (other than revolving credit borrowings) or issues preferred
stock subsequent to the commencement of the period for which the Fixed
Charge Coverage Ratio is being calculated but prior to the date on which the
event for which the calculation of the Fixed Charge Coverage Ratio is made
(the "Calculation Date"), then the Fixed Charge Coverage Ratio shall be
calculated giving pro forma effect to such incurrence, assumption, Guarantee
or redemption of Indebtedness, or such issuance or redemption of preferred
stock, as if the same had occurred at the beginning of the applicable four-
quarter reference period.  In addition, for purposes of making the
computation referred to above, (i) acquisitions that have been made by the
Issuer or any of its Restricted Subsidiaries, including through mergers or
consolidations and including any related financing transactions, during the
four-quarter reference period or subsequent to such reference period and on
or prior to the Calculation Date shall be deemed to have occurred on the
first day of the four-quarter reference period and Consolidated Cash Flow
for such reference period shall be calculated without giving effect to
clause (iii) of the proviso set forth in the definition of Consolidated Net
Income, and (ii) the Consolidated Cash Flow attributable to discontinued
operations, as determined in accordance with GAAP, and operations or
businesses disposed of prior to the Calculation Date, shall be excluded, and
(iii) the Fixed Charges attributable to discontinued operations, as
determined in accordance with GAAP, and operations or businesses disposed
of prior to the Calculation Date, shall be excluded, but only to the extent
that the obligations giving rise to such Fixed Charges will not be
obligations of the referent Person or any of its Restricted Subsidiaries
following the Calculation Date.

       "GAAP" means generally accepted accounting principles set forth in
the opinions and pronouncements of the Accounting Principles Board of the
American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as have been approved by a significant
segment of the accounting profession, which are in effect from time to time.

       "GLOBAL NOTE" means a Note that contains the paragraph referred to
in footnote 1 and the additional schedule referred to in footnote 2 to the
form of the Note attached hereto as Exhibit A.

       "GOVERNMENT SECURITIES" means direct obligations of, or obligations
guaranteed by, the United States of America for the payment of which
guarantee or obligations the full faith and credit of the United States is
pledged.

       "GUARANTEE" means a guarantee (other than by endorsement of
negotiable instruments for collection in the ordinary course of business),
direct or indirect, in any manner (including, without limitation, letters
of credit and reimbursement agreements in respect thereof), of all or any
part of any Indebtedness.

       "HEDGING OBLIGATIONS" means, with respect to any Person, the
obligations of such Person under (i) interest rate swap agreements, interest
rate cap agreements and interest rate collar agreements and (ii) other
agreements or arrangements designed to protect such Person against
fluctuations in interest rates.

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

       "INDEBTEDNESS" means, with respect to any Person, any indebtedness
of such Person, whether or not contingent, in respect of borrowed money or
evidenced by bonds, notes, debentures or similar instruments or letters of
credit (or reimbursement agreements in respect thereof) or banker's
acceptances or representing Capital Lease Obligations or the balance
deferred and unpaid of the purchase price of any property or representing
any Hedging Obligations, except any such balance that constitutes an accrued
expense or trade payable, if and to the extent any of the foregoing
indebtedness (other than letters of credit and Hedging Obligations) would
appear as a liability upon a balance sheet of such Person prepared in
accordance with GAAP, as well as all indebtedness of others secured by a
Lien on any asset of such Person (whether or not such indebtedness is
assumed by such Person) and, to the extent not otherwise included, the
Guarantee by such Person of any indebtedness of any other Person.  The
amount of any Indebtedness outstanding as of any date shall be (i) the
accreted value thereof, in the case of any Indebtedness that does not
require current payments of interest, and (ii) the principal amount thereof,
together with any interest thereon that is more than 30 days past due, in
the case of any other Indebtedness.

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

       "INTERCREDITOR AGREEMENT" means the Intercreditor Agreement, in the
form of Exhibit D, between the Trustee and the agent under the Revolving
Credit Agreement, as the same may be amended, supplemented, replaced or
otherwise modified from time to time.

       "INVESTMENTS" means, with respect to any Person, all investments by
such Person in other Persons (including Affiliates) in the forms of direct
or indirect loans (including guarantees of Indebtedness or other
obligations), advances or capital contributions (excluding commission,
travel and similar advances to officers and employees made in the ordinary
course of business), purchases or other acquisitions for consideration of
Indebtedness, Equity Interests or other securities, together with all items
that are or would be classified as investments on a balance sheet prepared
in accordance with GAAP.  If the Issuer or any Subsidiary of the Issuer
sells or otherwise disposes of any Equity Interests of any direct or
indirect Subsidiary of the Issuer such that, after giving effect to any such
sale or disposition, such Person is no longer a Subsidiary of the Issuer,
the Issuer shall be deemed to have made an Investment on the date of any
such sale or disposition equal to the fair market value of the Equity
Interests of such Subsidiary not sold or disposed of in an amount determined
as provided in Section 4.07.

       "ISSUE DATE" means the date on which the Notes are originally
issued.

       "ISSUER PLEDGE AGREEMENT" means the Issuer Pledge Agreement, in the
form of Exhibit E, to be executed by the Issuer and each Subsidiary
Guarantor in favor of the Trustee for the benefit of the Trustee and the
ratable benefit of the Holders, as the same may be amended, supplemented or
otherwise modified from time to time.

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

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

       "LIQUIDATED DAMAGES" means all liquidated damages then owing
pursuant to Section 5 of the Registration Rights Agreement.

       "NET INCOME" means, with respect to any Person, the net income
(loss) of such Person, determined in accordance with GAAP and before any
reduction in respect of preferred stock dividends, excluding, however,
(i) any gain (but not loss), together with any related provision for taxes
on such gain (but not loss), realized in connection with (a) any Asset Sale
(including, without limitation, dispositions pursuant to sale and leaseback
transactions) or (b) the disposition of any securities by such Person or any
of its Restricted Subsidiaries or the extinguishment of any Indebtedness of
such Person or any of its Restricted Subsidiaries and (ii) any extraordinary
or nonrecurring gain (but not loss), together with any related provision for
taxes on such extraordinary or nonrecurring gain (but not loss).

       "NET INSURANCE PROCEEDS" means the insurance proceeds (excluding
liability insurance payable to the Trustee for any loss, liability or
expense incurred by it) paid as a result of damage to, or the loss,
destruction or condemnation of, all or any portion of the Collateral, less
collection costs.

       "NET PROCEEDS" means the aggregate cash proceeds received by Parent,
the Issuer or any of its Restricted Subsidiaries in respect of any Asset
Sale (including, without limitation, any cash received upon the sale or
other disposition of any non-cash consideration received in any Asset Sale),
net of the direct costs relating to such Asset Sale (including, without
limitation, legal, accounting and investment banking fees, and sales
commissions) and any relocation expenses incurred as a result thereof, taxes
paid or payable as a result thereof (after taking into account any available
tax credits or deductions and any tax sharing arrangements), and any reserve
for adjustment in respect of the sale price of such asset or assets
established in accordance with GAAP.

       "NON-RECOURSE DEBT" means Indebtedness: (i) as to which neither
Parent, the Issuer nor any of the Issuer's Restricted Subsidiaries (a)
provides credit support of any kind (including any undertaking, agreement
or instrument that would constitute Indebtedness), (b) is directly or
indirectly liable (as a guarantor or otherwise), or (c) constitutes the
lender; (ii) no default with respect to which (including any rights that the
holders thereof may have to take enforcement action against any Subsidiary)
would permit (upon notice, lapse of time or both) any holder of any other
Indebtedness (other than the Notes being offered hereby) of Parent, the
Issuer or any of their Restricted Subsidiaries to declare a default on such
other Indebtedness or cause the payment thereof to be accelerated or payable
prior to its stated maturity; and (iii) as to which the lenders have been
notified in writing that they will not have any recourse to the stock or
assets of Parent, the Issuer or any of their Restricted Subsidiaries;
provided, however, that in the case of Indebtedness incurred to finance a
Qualified Project, such Indebtedness shall be considered Non-Recourse Debt
if such Indebtedness meets the criteria above, other than credit support or
recourse of such Indebtedness provided by Parent's water rights or assets
directly involved in the construction or operation of such Qualified
Project.

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

       "OBLIGATIONS" means any principal, interest, penalties, fees,
indemnifications, reimbursements, damages and other liabilities payable
under the documentation governing any Indebtedness.

       "OFFERING" means the Offering of the Notes by the Issuer.

       "OFFICER" means, with respect to any Person, the Chairman of the
Board, the Chief Executive Officer, the President, the Chief Operating
Officer, the Chief Financial Officer, the Treasurer, any Assistant
Treasurer, the Controller, the Secretary or any Vice-President of such
Person.

       "OFFICERS' CERTIFICATE" means a certificate signed on behalf of the
Issuer by two Officers of the Issuer, one of whom must be the principal
executive officer, the principal financial officer, the treasurer or the
principal accounting officer of the Issuer, that meets the requirements of
Section 13.05 hereof.

       "OPINION OF COUNSEL" means an opinion from legal counsel who is
reasonably acceptable to the Trustee, that meets the requirements of Section
13.05 hereof.  The counsel may be an employee of or counsel to the Issuer,
any Subsidiary of the Issuer or the Trustee.

       "PACA" means the Perishable Agricultural Commodities Act, 7 U.S.C
499 et seq.

       "PARENT" means Cadiz Land Company, Inc., a Delaware corporation.

       "PARENT GUARANTEE" means the Guarantee of the Notes by Parent, in
the form of the Guarantee attached to the form of Note, Exhibit A hereto.

       "PARENT PLEDGE AGREEMENT" means the Parent Pledge Agreement, in the
form of Exhibit F, to be executed by Parent in favor of the Trustee for the
benefit of the Trustee and the ratable benefit of the Holders, as the same
may be amended, supplemented or otherwise modified from time to time.

       "PERMITTED BUSINESSES" means, (i) in the case of the Issuer, the
growing, harvesting, marketing, packing, distribution or processing of
produce, the development and licensing of proprietary strains of produce,
the investment in Sun Date and American Sunmelon and the Rayo water project,
and (ii) in the case of Parent, the Permitted Business of the Issuer,
together with the development of groundwater transfer and storage projects
and investment in agricultural real property.

       "PERMITTED INVESTMENTS" means (a) any Investment in the Issuer or
in a Wholly Owned Restricted Subsidiary of the Issuer that is evidenced by
Capital Stock or Subsidiary Intercompany Notes and that is engaged in a
Permitted Business; (b) any Investment in Cash Equivalents; (c) any
Investment by the Issuer or any Restricted Subsidiary of the Issuer in a
Person that is evidenced by Capital Stock or Subsidiary Intercompany Notes,
if as a result of such Investment (i) such Person becomes a Wholly Owned
Restricted Subsidiary of the Issuer and a Guarantor that is engaged in the
same or a similar line of business as the Issuer and its Restricted
Subsidiaries were engaged in on the Issue Date or (ii) such Person is
merged, consolidated or amalgamated with or into, or transfers or conveys
substantially all of its assets to, or is liquidated into, the Issuer or a
Wholly Owned Restricted Subsidiary of the Issuer; (d) any Restricted
Investment made as a result of the receipt of non-cash consideration from
an Asset Sale that was made pursuant to and in compliance with Section 4.10;
(e) any acquisition of assets solely in exchange for the issuance of Equity
Interests (other than Disqualified Stock) of the Issuer; and (f) other
Investments in any Person having an aggregate fair market value (measured
on the date each such Investment was made and without giving effect to
subsequent changes in value), when taken together with all other Investments
made pursuant to this clause (f) that are at the time outstanding, not to
exceed $3.0 million.

       "PERMITTED LIENS" means (i) Liens securing obligations under this
Indenture, the Notes, the Guarantees of the Notes and the Collateral
Documents; (ii) Liens on Revolving Credit Agreement Collateral securing
Revolving Indebtedness, provided that such Liens are subject to the
Intercreditor Agreement or any amendment or replacement of the Intercreditor
Agreement; (iii) Liens in favor of the Issuer or any of the Issuer's
Restricted Subsidiaries; (iv) Liens on property of a Person existing at the
time such Person is merged into or consolidated with the Issuer or any
Subsidiary of the Issuer, provided that such Liens were in existence prior
to the contemplation of such merger or consolidation and do not extend to
any assets other than those of the Person merged into or consolidated with
the Issuer; (v) Liens on property existing at the time of acquisition
thereof by the Issuer or any Subsidiary of the Issuer, provided that such
Liens were in existence prior to the contemplation of such acquisition; (vi)
Liens to secure the performance of statutory obligations, surety or appeal
bonds, performance bonds or other obligations of a like nature incurred in
the ordinary course of business; (vii) Liens to secure Purchase Money
Indebtedness permitted by clause (vii) of Section 4.09(b) and clause (viii)
of Section 4.09(c) covering only the assets acquired with such Indebtedness;
(viii) Liens existing on the Issue Date; (ix) Liens for taxes, assessments
or governmental charges or claims that are not yet delinquent or that are
being contested in good faith by appropriate proceedings promptly instituted
and diligently concluded, provided that any reserve or other appropriate
provision as shall be required in conformity with GAAP shall have been made
therefor; (x) Liens incurred in the ordinary course of business of the
Issuer or any Subsidiary of the Issuer with respect to obligations that do
not exceed $2.0 million in the aggregate at any one time outstanding and
that (a) are not incurred in connection with the borrowing of money or the
obtaining of advances or credit (other than trade credit in the ordinary
course of business) and (b) do not in the aggregate materially detract from
the value of the property or materially impair the use thereof in the
operation of business by the Issuer or such Subsidiary; (xi) Liens on
Excluded Assets of Parent (a) to secure borrowings under the Cadiz Credit
Agreement or (b) to finance Qualified Projects; (xii) Liens on assets of
Unrestricted Subsidiaries that secure Non-Recourse Debt of Unrestricted
Subsidiaries; (xiii) Liens on Excluded Assets of Parent to secure Permitted
Refinancing Indebtedness; and (xiv) Liens or claims arising under PACA or
any successor statute thereto, to the extent that (A) such Liens cannot be
asserted against the Collateral or (B) the total amount of such outstanding
Liens does not exceed $7.0 million.

       "PERMITTED REFINANCING INDEBTEDNESS" means any Indebtedness of
Parent, the Issuer or any of the Issuer's Restricted Subsidiaries issued in
exchange for, or the net proceeds of which are used to extend, refinance,
renew, replace, defease or refund other Indebtedness of Parent, the Issuer
or any of the Issuer's Restricted Subsidiaries; provided that:  (i) the
principal amount (or accreted value, if applicable) of such Permitted
Refinancing Indebtedness does not exceed the principal amount of (or
accreted value, if applicable), plus accrued interest on, the Indebtedness
so extended, refinanced, renewed, replaced, defeased or refunded (plus the
amount of reasonable expenses incurred in connection therewith) outstanding
as of the date of such extension, refinancing, renewal, replacement,
defeasance or refunding; (ii) such Permitted Refinancing Indebtedness has
a final maturity date later than the final maturity date of, and has a
Weighted Average Life to Maturity equal to or greater than the Weighted
Average Life to Maturity of, the Indebtedness being extended, refinanced,
renewed, replaced, defeased or refunded; (iii) if the Indebtedness being
extended, refinanced, renewed, replaced, defeased or refunded is
subordinated in right of payment to the Notes, such Permitted Refinancing
Indebtedness has a final maturity date later than the final maturity date
of, and is subordinated in right of payment to, the Notes on terms at least
as favorable to the Holders of Notes as those contained in the documentation
governing the Indebtedness being extended, refinanced, renewed, replaced,
defeased or refunded; and (iv) such Indebtedness is incurred either by
Parent, the Issuer or by the Restricted Subsidiary who is the obligor on the
Indebtedness being extended, refinanced, renewed, replaced, defeased or
refunded.

       "PERSON" means any individual, corporation, partnership, joint
venture, association, joint-stock company, trust, unincorporated
organization or government or agency or political subdivision thereof
(including any subdivision or ongoing business of any such entity or
substantially all of the assets of any such entity, subdivision or
business).

       "PURCHASE MONEY INDEBTEDNESS" of any Person means any obligations
of such Person to any seller or any other Person incurred or assumed to
finance the purchase, or the cost of construction or improvement, of real
or personal property to be used in the business of such Person or any of its
Subsidiaries in an amount that is not more than 100% of the cost, or fair
market value, as appropriate, of such property, and incurred to finance such
acquisition (excluding accounts payable to trade creditors incurred in the
ordinary course of business).

       "QUALIFIED PROJECT" means a project by Parent (i) to develop its
rights to water that is financed solely through the issuance of Non-Recourse
Debt and Equity Interests of Parent (other than Disqualified Stock),
including the Cadiz Water Project, or (ii) an investment in agricultural
real property.

       "REGISTRATION RIGHTS AGREEMENT" means the Registration Rights
Agreement, dated as of April 16, 1997, by and among Parent, the Issuer,
Smith Barney Inc. and the guarantors of the Issuer's obligations named on
the signature pages thereof, as such agreement may be amended, modified or
supplemented from time to time.

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

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

       "RESTRICTED SUBSIDIARY" of a Person means any Subsidiary of the
referent Person that is not an Unrestricted Subsidiary.

       "REVOLVING CREDIT AGREEMENT" means that certain Credit Agreement,
to be entered into by and among the Issuer and Cooperatieve Centrale
Raffeissen-Boerenleenbank B.A. "Rabobank Nederland," New York Branch,
providing for revolving credit borrowings, including any related notes,
guarantees, collateral documents, instruments and agreements executed in
connection therewith, and in each case as amended, modified, renewed,
refunded, replaced or refinanced from time to time.

       "REVOLVING CREDIT AGREEMENT COLLATERAL" means all of the Issuer's
cash and cash equivalents (other than funds which are to become Trust
Monies), accounts receivable, growing crops and inventory and all of the
cash and cash equivalents (other than funds which are to become Trust
Monies), accounts receivable, growing crops and inventory of the Issuer's
Subsidiaries.

       "REVOLVING INDEBTEDNESS" means Indebtedness under the Revolving
Credit Agreement.

       "SEC" means the Securities and Exchange Commission.

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

       "SECURITY AGREEMENT" means the Security Agreement, in the form of
Exhibit G, executed by the Issuer and each Subsidiary Guarantor in favor of
the Trustee for the benefit of the Trustee and the ratable benefit of the
Holders, as the same may be amended, supplemented or otherwise modified from
time to time.

       "SIGNIFICANT SUBSIDIARY" means any Subsidiary that would be a
"significant subsidiary" as defined in Article 1, Rule 1-02 of Regulation
S-X, promulgated pursuant to the Act, as such Regulation is in effect on the
date hereof.

       "STATED MATURITY" means, with respect to any installment of interest
or principal on any series of Indebtedness, the date on which such payment
of interest or principal was scheduled to be paid in the original
documentation governing such Indebtedness, and shall not include any
contingent obligations to repay, redeem or repurchase any such interest or
principal prior to the date originally scheduled for the payment thereof.

       "SUBSIDIARY" means, with respect to any Person, (i) any corporation,
association or other business entity of which more than 50% of the total
voting power of shares of Capital Stock entitled (without regard to the
occurrence of any contingency) to vote in the election of directors,
managers or trustees thereof is at the time owned or controlled, directly
or indirectly, by such Person or one or more of the other Subsidiaries of
that Person (or a combination thereof) and (ii) any partnership (a) the sole
general partner or the managing general partner of which is such Person or
a Subsidiary of such Person or (b) the only general partners of which are
such Person or of one or more Subsidiaries of such Person (or any
combination thereof).

       "SUBSIDIARY GUARANTEE" means the Guarantee of the Notes by each of
the Subsidiary Guarantors, in the form of the Guarantee attached to the form
of Note, Exhibit A hereto.

       "SUBSIDIARY INTERCOMPANY NOTES" means the intercompany notes issued
by Subsidiaries of the Issuer in favor of the Issuer to evidence advances
by the Issuer, if any, in each case, in the form attached as Annex B hereto.

       "TIA" means the Trust Indenture Act of 1939 (15 U.S.C. Sections 
77aaa-77bbbb) as in effect on the date on which this Indenture is qualified 
under the TIA, except as provided in Section 9.03 hereof.

       "TRANSFER RESTRICTED SECURITIES" means securities that bear or are
required to bear the legend set forth in Section 2.06 hereof.

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

       "TRUST MONIES" means all cash and Cash Equivalents received by the
Trustee: (i) upon the release of Collateral from the Lien of this Indenture
and/or the Collateral Documents, including all Collateral Proceeds (and
amounts deemed, pursuant to this Indenture, to constitute Collateral
Proceeds) and all monies received in respect of the principal of all
purchase money, governmental and other obligations; (ii) as Net Insurance
Proceeds (other than any liability insurance proceeds payable to the Trustee
for any loss, liability or expense incurred by it); (iii) pursuant to the
Collateral Documents; (iv) as proceeds of any sale or other disposition of
all or any part of the Collateral by or on behalf of the Trustee or any
collection, recovery, receipt, appropriation or other realization of or from
all or any part of the Collateral pursuant to this Indenture or any of the
Collateral Documents or otherwise; (v) which constitute Collateral Proceeds
or are deemed pursuant to this Indenture to constitute Collateral Proceeds
from any transaction which results in a Subsidiary Guarantor being released
from its Subsidiary Guarantee pursuant to Section 12.04; or (vi) for
application as provided herein or any Collateral Document or which
disposition is not otherwise specifically provided for herein or in any
Collateral Document; provided, however, that Trust Monies shall in no event
include any property deposited with the Trustee for any redemption, legal
defeasance or covenant defeasance of Notes, for the satisfaction and
discharge of this Indenture or to pay the purchase price of Notes pursuant
to a Change of Control Offer.

       "UNRESTRICTED SUBSIDIARY" means (i) any Subsidiary or any successor
to any of them that is designated by the Board of Directors as an
Unrestricted Subsidiary pursuant to a Board Resolution; but only to the
extent that such Subsidiary: (a) has no Indebtedness other than Non-Recourse
Debt; (b) is not party to any agreement, contract, arrangement or
understanding with Parent, the Issuer or any Restricted Subsidiary unless
the terms of any such agreement, contract, arrangement or understanding are
no less favorable to Parent, the Issuer or such Restricted Subsidiary than
those that might be obtained at the time from Persons who are not Affiliates
of Parent or the Issuer; (c) is a Person with respect to which none of
Parent, the Issuer or any Restricted Subsidiary has any direct or indirect
obligation (x) to subscribe for additional Equity Interests or (y) to
maintain or preserve such Person's financial condition or to cause such
Person to achieve any specified levels of operating results; (d) has not
guaranteed or otherwise directly or indirectly provided credit support for
any Indebtedness of Parent, the Issuer or any Restricted Subsidiary; and (e)
has at least one director on its board of directors that is not a director
or executive officer of Parent, the Issuer or any Restricted Subsidiary and
has at least one executive officer that is not a director or executive
officer of Parent, the Issuer or any Restricted Subsidiary.  Any such
designation by the Board of Directors shall be evidenced to the Trustee by
filing with the Trustee a certified copy of the Board Resolution giving
effect to such designation and an Officers' Certificate certifying that such
designation complied with the foregoing conditions and was permitted by
Section 4.07.  If, at any time, any Unrestricted Subsidiary would fail to
meet the foregoing requirements as an Unrestricted Subsidiary, it shall
thereafter cease to be an Unrestricted Subsidiary for purposes of this
Indenture and any Indebtedness of such Subsidiary shall be deemed to be
incurred by a Restricted Subsidiary of Parent or the Issuer, as applicable,
as of such date (and, if such Indebtedness is not permitted to be incurred
as of such date under Section 4.09, Parent or the Issuer shall be in default
of such covenant).  The Board of Directors of Parent or the Issuer may at
any time designate any Unrestricted Subsidiary to be a Restricted
Subsidiary; provided that such designation shall be deemed to be an
incurrence of Indebtedness by a Restricted Subsidiary of Parent or the
Issuer of any outstanding Indebtedness of such Unrestricted Subsidiary and
such designation shall only be permitted if (i) such Indebtedness is
permitted under Section 4.09, calculated on a pro forma basis as if such
designation had occurred at the beginning of the four-quarter reference
period, and (ii) no Default or Event of Default would be in existence
following such designation.

       "VOTING STOCK" of any Person as of any date means the Capital Stock
of such Person that is at the time entitled to vote in the election of the
Board of Directors of such Person.

       "WEIGHTED AVERAGE LIFE TO MATURITY" means, when applied to any
Indebtedness at any date, the number of years obtained by dividing (i) the
sum of the products obtained by multiplying (a) the amount of each then
remaining installment, sinking fund, serial maturity or other required
payments of principal, including payment at final maturity, in respect
thereof, by (b) the number of years (calculated to the nearest one-twelfth)
that will elapse between such date and the making of such payment, by (ii)
the then outstanding principal amount of such Indebtedness.

       "WHOLLY OWNED RESTRICTED SUBSIDIARY" of any Person means a
Restricted Subsidiary of such Person all of the outstanding Capital Stock
or other ownership interests of which (other than directors' qualifying
shares) shall at the time be owned by such Person or by one or more Wholly
Owned Restricted Subsidiaries of such Person and one or more Wholly Owned
Restricted Subsidiaries of such Person.

       "ZENITH COLLATERAL" means an undivided one-half interest 4,222 acres
of farm property located near Blythe, California, in which a senior security
interest has been granted by the Issuer to Zenith Insurance Company as
security for certain Existing Indebtedness.

Section 1.02.    Other Definitions.
---------------------------------
                                                   Defined in
       Term                                          Section

"Affiliate Transaction" . . . . . . . . . . . . .      4.11
"Asset Sale Offer". . . . . . . . . . . . . . . .      3.09
"Available Amount". . . . . . . . . . . . . . . .      4.10
"Benefitted Party". . . . . . . . . . . . . . . .     12.01
"Change of Control Offer" . . . . . . . . . . . .      4.15
"Change of Control Offer Period". . . . . . . . .      4.15
"Change of Control Payment" . . . . . . . . . . .      4.15
"Change of Control Purchase Date" . . . . . . . .      4.15
"Collateral Proceeds" . . . . . . . . . . . . . .      4.10
"Company Order" . . . . . . . . . . . . . . . . .     10.05
"Co-Trustee" . . .  . . . . . . . . . . . . . . .      7.13
"Covenant Defeasance" . . . . . . . . . . . . . .      8.03
"Custodian"   . . . . . . . . . . . . . . . . . .      6.01
"DTC" . . . . . . . . . . . . . . . . . . . . . .      2.03
"Event of Default". . . . . . . . . . . . . . . .      6.01
"Excess Proceeds" . . . . . . . . . . . . . . . .      4.10
"incur" . . . . . . . . . . . . . . . . . . . . .      4.09
"Legal Defeasance"  . . . . . . . . . . . . . . .      8.02
"Non-Collateral Proceeds" . . . . . . . . . . . .      4.10
"Offer Amount". . . . . . . . . . . . . . . . . .      3.09
"Offer Period". . . . . . . . . . . . . . . . . .      3.09
"Paying Agent". . . . . . . . . . . . . . . . . .      2.03
"Purchase Date" . . . . . . . . . . . . . . . . .      3.09
"QIB" . . . . . . . . . . . . . . . . . . . . . .      2.06
"Registrar" . . . . . . . . . . . . . . . . . . .      2.03
"Released Interests". . . . . . . . . . . . . . .     10.05
"Released Property" . . . . . . . . . . . . . . .     10.05
"Released Trust Monies" . . . . . . . . . . . . .     11.04
"Replacement Assets". . . . . . . . . . . . . . .      4.10
"Restricted Payments" . . . . . . . . . . . . . .      4.07
"Surviving Entity". . . . . . . . . . . . . . . .      5.01
"Title Policy". . . . . . . . . . . . . . . . . .     10.02
"Transfer Restricted Security". . . . . . . . . .      2.06
"Trust Monies Release Notice" . . . . . . . . . .     11.04
"Valuation Date". . . . . . . . . . . . . . . . .     10.05

Section 1.03.   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 of a Note;

          "indenture to be qualified" means this Indenture;

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

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

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

Section 1.04.   Rules of Construction.
              ----------------------------
       Unless the context otherwise requires: 

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

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

          (3)   "or" is not exclusive;

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

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

          (6)   references to sections of or rules under the Securities
       Act shall be deemed to include substitute, replacement of successor
       sections or rules adopted by the SEC from time to time.


                              ARTICLE 2
                              THE NOTES

Section 2.01.  Form and Dating.
               ----------------
       The Notes and the Trustee's certificate of authentication shall be
substantially in the form of Exhibit A hereto.  The Notes may have
notations, legends or endorsements required by law, stock exchange rule or
usage.  Each Note shall be dated the date of its authentication.  The Notes
shall be in denominations of $1,000 and integral multiples thereof.

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

       Notes issued in global form shall be substantially in the form of
Exhibit A attached hereto (including the text referred to in footnotes 1 and
2 thereto).  Notes issued in definitive form shall be substantially in the
form of Exhibit A attached hereto (but without including the text referred
to in footnotes 1 and 2 thereto).  Each Global Note shall represent such of
the outstanding Notes as shall be specified therein and each shall provide
that it shall represent the aggregate amount of outstanding Notes from time
to time endorsed thereon and that the aggregate amount of outstanding Notes
represented thereby may from time to time be reduced or increased, as
appropriate, to reflect exchanges and redemptions.  Any endorsement of a
Global Note to reflect the amount of any increase or decrease in the amount
of outstanding Notes represented thereby shall be made by the Trustee or the
Note Custodian, at the direction of the Trustee, in accordance with
instructions given by the Holder thereof as required by Section 2.06 hereof.

Section 2.02.   Execution and Authentication.
                -----------------------------
       Two Officers shall sign the Notes for the Issuer by manual or
facsimile signature.  The Issuer's seal shall be reproduced on the Notes and
may be in facsimile form.

       If an Officer whose signature is on a Note no longer holds that
office at the time a Note is authenticated, the Note shall nevertheless be
valid.

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

       The Trustee shall, upon a written order of the Issuer signed by two
Officers, authenticate Notes for original issue up to the aggregate
principal amount stated in paragraph 4 of the Notes.  The aggregate
principal amount of Notes outstanding at any time may not exceed such amount
except as provided in Section 2.07 hereof.

       The Trustee may appoint an authenticating agent acceptable to the
Issuer 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 agent.  An
authenticating agent has the same rights as an Agent to deal with the Issuer
or an Affiliate of the Issuer.

Section 2.03.   Registrar and Paying Agent.
                -------------------------
       The Issuer shall maintain an office or agency where Notes may be
presented for registration of transfer or for exchange ("Registrar") and an
office or agency where Notes may be presented for payment ("Paying Agent"). 
The Registrar shall keep a register of the Notes and of their transfer and
exchange.  The Issuer may appoint one or more co-registrars and one or more
additional paying agents.  The term "Registrar" includes any co-registrar
and the term "Paying Agent" includes any additional paying agent.  The
Issuer may change any Paying Agent or Registrar without notice to any
Holder.  The Issuer shall notify the Trustee in writing of the name and
address of any Agent not a party to this Indenture.  If the Issuer fails to
appoint or maintain another entity as Registrar or Paying Agent, the Trustee
shall act as such.  The Issuer or any of its Subsidiaries may act as Paying
Agent or Registrar.

       The Issuer initially appoints The Depository Trust Company ("DTC")
to act as Depository with respect to the Global Notes.

       The Issuer initially appoints the Trustee to act as the Registrar
and Paying Agent and to act as Note Custodian with respect to the Global
Notes.

Section 2.04.   Paying Agent to Hold Money in Trust.
                -----------------------------------
       The Issuer shall require each Paying Agent other than the Trustee
to agree in writing that the Paying Agent will hold in trust for the benefit
of Holders or the Trustee all money held by the Paying Agent for the payment
of principal, premium or Liquidated Damages, if any, or interest on the
Notes, and will notify the Trustee of any default by the Issuer in making
any such payment.  While any such default continues, the Trustee may require
a Paying Agent to pay all money held by it to the Trustee.  The Issuer at
any time may require a Paying Agent to pay all money held by it to the
Trustee.  Upon payment over to the Trustee, the Paying Agent (if other than
the Issuer or a Subsidiary) shall have no further liability for the money. 
If the Issuer or a Subsidiary acts as Paying Agent, it shall segregate and
hold in a separate trust fund for the benefit of the Holders all money held
by it as Paying Agent.  Upon any bankruptcy or reorganization proceedings
relating to the Issuer, the Trustee shall serve as Paying Agent for the
Notes.

Section 2.05.   Holder Lists.
                -------------
       The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses
of all Holders and shall otherwise comply with TIA Section 312(a).  If the 
Trustee is not the Registrar, the Issuer shall furnish to the Trustee at 
least seven Business Days before each interest payment date and at such 
other times as the Trustee may request in writing, a list in such form and 
as of such date as the Trustee may reasonably require of the names and 
addresses of the Holders of Notes and the Issuer shall otherwise comply 
with TIA Section 312(a).

Section 2.06.   Transfer and Exchange.
                ----------------------
       (a)   TRANSFER AND EXCHANGE OF GLOBAL NOTES.  The transfer and
exchange of Global Notes or beneficial interests therein shall be effected
through the Depository, in accordance with this Indenture and the procedures
of the Depository therefor, which shall include restrictions on transfer
comparable to those set forth herein to the extent required by the
Securities Act.  Beneficial interests in a Global Note may be transferred
to Persons who take delivery thereof in the form of a beneficial interest
in the same Global Note in accordance with the transfer restrictions set
forth in the legend in subsection (g) of this Section 2.06.

       (b)   TRANSFER AND EXCHANGE OF CERTIFICATED NOTES.  Holders of
Certificated Notes may offer, resell, pledge or otherwise transfer such
Notes only pursuant to an effective registration statement under the
Securities Act, inside the United States to a "qualified institutional
buyer," as such term is defined in Rule 144A under the Securities Act (a
"QIB") in a transaction meeting the requirements of Rule 144A, in a
transaction meeting the requirements of Rule 144 under the Securities Act,
outside the United States in a transaction meeting the requirements of Rule
904 under the Securities Act or to the Issuer, in each case in compliance
with any applicable securities laws of any State of the United States or any
other applicable jurisdiction.

       When Certificated Notes are presented by a Holder to the Registrar
with a written request:

          (x)   to register the transfer of the Certificated Notes; or

          (y)   to exchange such Certificated Notes for an equal principal
       amount of Certificated Notes of other authorized denominations,

the Registrar shall register the transfer or make the exchange as requested;
provided, however, that the Certificated Notes presented or surrendered for
register of transfer or exchange:

          (i)   shall be duly endorsed or accompanied by a written
       instruction of transfer in form satisfactory to the Registrar duly
       executed by such Holder or by his attorney, duly authorized in
       writing; and

          (ii)  in the case of a Certificated Note that is a Transfer
       Restricted Security, such request shall be accompanied by the
       following additional information and documents, as applicable:

             (A)   if such Transfer Restricted Security is being
          delivered to the Registrar by a Holder for registration in the
          name of such Holder, without transfer, or such Transfer
          Restricted Security is being transferred to the Issuer, a
          certification to that effect from such Holder (in substantially
          the form of Exhibit B-1 hereto);

             (B)   if such Transfer Restricted Security is being
          transferred to a QIB in accordance with Rule 144A under the
          Securities Act or pursuant to an exemption from registration in
          accordance with Rule 144 under the Securities Act or pursuant to
          an effective registration statement under the Securities Act, a
          certification to that effect from such Holder (in substantially
          the form of Exhibit B-1 hereto); or

             (C)   if such Transfer Restricted Security is being
          transferred in reliance on any other exemption from the
          registration requirements of the Securities Act (including Rule
          904 thereunder), a certification to that effect from such Holder
          (in substantially the form of Exhibit B-1 hereto) and an Opinion
          of Counsel from such Holder or the transferee reasonably
          acceptable to the Issuer and to the Registrar to the effect that
          such transfer is in compliance with the Securities Act.

       (c)   TRANSFER OF A BENEFICIAL INTEREST IN A GLOBAL NOTE FOR A
             CERTIFICATED NOTE

          (i)   Any Person having a beneficial interest in a Global Note
       may upon request, subject to the procedures set forth herein,
       exchange such beneficial interest for a Certificated Note.  Upon
       receipt by the Trustee of written instructions or such other form
       of instructions as is customary for the Depository, from the
       Depository or its nominee on behalf of any Person having a
       beneficial interest in a Global Note, and, in the case of a Transfer
       Restricted Security, the following additional information and
       documents (all of which may be submitted by facsimile):

             (A)   if such beneficial interest is being transferred to
          the Person designated by the Depository as being the beneficial
          owner, a certification to that effect from such Person (in
          substantially the form of Exhibit B-2 hereto);

             (B)   if such beneficial interest is being transferred to a
          QIB in accordance with Rule 144A under the Securities Act or
          pursuant to an exemption from registration in accordance with
          Rule 144 under the Securities Act or pursuant to an effective
          registration statement under the Securities Act, a certification
          to that effect from the transferor (in substantially the form of
          Exhibit B-2 hereto); or

             (C)   if such beneficial interest is being transferred in
          reliance on any other exemption from the registration
          requirements of the Securities Act (including Rule 904
          thereunder), a certification to that effect from the transferor
          (in substantially the form of Exhibit B-2 hereto) and an Opinion
          of Counsel from the transferee or the transferor reasonably
          acceptable to the Issuer and to the Registrar to the effect that
          such transfer is in compliance with the Securities Act,

in which case the Trustee or the Note Custodian, at the direction of the
Trustee, shall, in accordance with the standing instructions and procedures
existing between the Depository and the Note Custodian, cause the aggregate
principal amount of Global Notes to be reduced accordingly and, following
such reduction, the Issuer shall execute and the Trustee shall authenticate
and deliver to the transferee a Certificated Note in the appropriate
principal amount.

          (ii)  Certificated Notes issued in exchange for a beneficial
       interest in a Global Note pursuant to this Section 2.06(c) shall be
       registered in such names and in such authorized denominations as the
       Depository, pursuant to instructions from its direct or indirect
       participants or otherwise, shall instruct the Trustee.  The Trustee
       shall deliver such Certificated Notes to the Persons in whose names
       such Notes are so registered.  

       (d)   RESTRICTIONS ON TRANSFER AND EXCHANGE OF GLOBAL NOTES. 
Notwithstanding any other provision of this Indenture (other than the
provisions set forth in subsection (f) of this Section 2.06), a Global Note
may not be transferred as a whole except by the Depository to a nominee of
the Depository, or by a nominee of the Depository to the Depository or
another nominee of the Depository, or by the Depository or any such nominee
to a successor Depository or a nominee of such successor Depository.

       (e)   TRANSFER AND EXCHANGE OF A CERTIFICATED NOTE FOR A BENEFICIAL
INTEREST IN A GLOBAL NOTE.  Holders of Certificated Notes may offer, resell,
pledge or otherwise transfer such Notes only pursuant to an effective
registration statement under the Securities Act, inside the United States
to a QIB in a transaction meeting the requirements of Rule 144A, in a
transaction meeting the requirements of Rule 144 under the Securities Act,
outside the United States in a transaction meeting the requirements of Rule
904 under the Securities Act or to the Issuer, in each case in compliance
with any applicable securities laws of any State of the United States or any
other applicable jurisdiction.

       A Certificated Note may not be exchanged for a beneficial interest
in a Global Note except upon satisfaction of the requirements set forth
below.  Upon receipt by the Trustee of a Certificated Note:

       (i)   duly endorsed or accompanied by a written instruction of
       transfer in form satisfactory to the Trustee duly executed by such
       Holder or by his attorney, duly authorized in writing, which
       instructions, if applicable, shall direct the Trustee, (A) to cancel
       any Certificated Note being exchanged for a beneficial interest in
       a Global Note in accordance with Section 2.11 hereof, and (B) to
       make, or to direct the Note Custodian to make, an endorsement on the
       appropriate Global Note to reflect an increase in the aggregate
       principal amount of the Notes represented by such Global Note; and

       (ii) accompanied by the following additional information and
       documents, if the Certificate Note is a Transfer Restricted
       Security:  if such Certificated Note is being transferred to a QIB
       in accordance with Rule 144A, pursuant to Rule 144 under the
       Securities Act or pursuant to an exemption from registration in
       accordance with Rule 904 under the Securities Act or pursuant to an
       effective registration statement under the Securities Act, a
       certification to that effect from such Holder (in substantially the
       form of Exhibit B-3 hereto).

The Trustee shall cancel such Certificated Note in accordance with Section
2.11 hereof and cause, or direct the Note Custodian to cause, in accordance
with the standing instructions and procedures existing between the
Depository and the Note Custodian, the aggregate principal amount of the
Global Notes to be increased accordingly.

       (f)   AUTHENTICATION OF CERTIFICATED NOTES IN ABSENCE OF
             DEPOSITORY.  If at any time:

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

          (ii)  the Issuer delivers to the Trustee an Officers'
       Certificate or an order signed by two Officers of the Issuer
       notifying the Trustee that it elects to cause the issuance of
       Certificated Notes under this Indenture,

then the Issuer shall execute, and the Trustee shall, upon receipt of an
Authentication Order in accordance with Section 2.02 hereof, authenticate
and deliver, Certificated Notes in an aggregate principal amount equal to
the principal amount of the Global Notes in exchange for such Global Notes.

       (g) LEGENDS

          (i)   Except as permitted by the following paragraphs (ii),
       (iii) and (iv), each Note certificate evidencing Global Notes and
       Certificated Notes (and all Notes issued in exchange therefor or
       substitution thereof) shall bear a legend in substantially the
       following form (each a "Transfer Restricted Security"):

       "THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS
       ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION
       UNDER SECTION 5 OF THE UNITED STATES SECURITIES ACT OF 1933
       (THE "SECURITIES ACT"), AND THE SECURITY EVIDENCED HEREBY
       MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE
       ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION
       THEREFROM.  EACH PURCHASER OF THIS SECURITY IS HEREBY
       NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION
       FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT
       PROVIDED BY RULE 144A THEREUNDER.  THE HOLDER OF THE
       SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE
       ISSUER THAT (A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR
       OTHERWISE TRANSFERRED, ONLY (1)(a) TO A PERSON WHO THE
       SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL
       BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN
       A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (b) IN
       A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER
       THE SECURITIES ACT, (c) OUTSIDE THE UNITED STATES TO A
       FOREIGN PERSON IN A TRANSACTION MEETING THE REQUIREMENTS OF
       RULE 904 UNDER THE SECURITIES ACT OR (d) IN ACCORDANCE WITH
       ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
       SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF THE
       ISSUER SO REQUESTS), (2) TO THE ISSUER OR (3) PURSUANT TO
       AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE, IN
       ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE
       OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION
       AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS
       REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THE SECURITY
       EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN
       (A) ABOVE."

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

             (A)   in the case of any Transfer Restricted Security that
          is a Certificated Note, the Registrar shall permit the Holder
          thereof to exchange such Transfer Restricted Security for a
          Certificated Note that does not bear the legend set forth in (i)
          above and rescind any restriction on the transfer of such
          Transfer Restricted Security upon receipt of a certification
          from the transferring Holder substantially in the form of
          Exhibit B-1 hereto; and

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

          (iii) Upon any sale or transfer of a Transfer Restricted
       Security (including any Transfer Restricted Security represented by
       a Global Note) in reliance on any exemption from the registration
       requirements of the Securities Act (other than exemptions pursuant
       to Rule 144A or Rule 144 under the Securities Act) in which the
       Holder or the transferee provides an Opinion of Counsel to the
       Issuer and the Registrar in form and substance reasonably acceptable
       to the Issuer and the Registrar (which Opinion of Counsel shall also
       state that the transfer restrictions contained in the legend are no
       longer applicable):

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

             (B)   in the case of any Transfer Restricted Security
          represented by a Global Note, such Transfer Restricted Security
          shall not be required to bear the legend set forth in (i) above,
          but shall continue to be subject to the provisions of Section
          2.06(a) and (b) hereof.

          (iv)  Notwithstanding the foregoing, upon consummation of the
       Exchange Offer in accordance with the Registration Rights Agreement,
       the Issuer shall issue and, upon receipt of an Authentication Order
       in accordance with Section 2.02 hereof, the Trustee shall
       authenticate Series B Notes in exchange for Series A Notes accepted
       for exchange in the Exchange Offer, which Series B Notes shall not
       bear the legend set forth in (i) above, and the Registrar shall
       rescind any restriction on the transfer of such Series B Notes, in
       each case unless the Holder of such Series A Notes is either (A) a
       broker-dealer, (B) a Person participating in the distribution of the
       Series A Notes or (C) a Person who is an affiliate (as defined in
       Rule 144A) of the Issuer.

       (h)   CANCELLATION AND/OR ADJUSTMENT OF GLOBAL NOTES.  At such time
as all beneficial interests in Global Notes have been exchanged for
Certificated Notes, redeemed, repurchased or cancelled, all Global Notes
shall be returned to or retained and cancelled by the Trustee in accordance
with Section 2.11 hereof.  At any time prior to such cancellation, if any
beneficial interest in a Global Note is exchanged for an interest in another
Global Note or for Certificated Notes, redeemed, repurchased or cancelled,
the principal amount of Notes represented by such Global Note shall be
reduced accordingly and an endorsement shall be made on such Global Note,
by the Trustee or the Note Custodian, at the direction of the Trustee, to
reflect such reduction.

       (i)   GENERAL PROVISIONS RELATING TO TRANSFERS AND EXCHANGES

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

          (ii)  No service charge shall be made to a Holder for any
       registration of transfer or exchange, but the Issuer may require
       payment of a sum sufficient to cover any transfer tax or similar
       governmental charge payable in connection therewith (other than any
       such transfer taxes or similar governmental charge payable upon
       exchange or transfer pursuant to Sections 3.09, 4.10, 4.15 and 9.05
       hereof).

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

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

          (v)   The Issuer shall not be required:

             (A)   to issue, to register the transfer of or to exchange
          Notes during a period beginning at the opening of business 15
          days before the day of any selection of Notes for redemption
          under Section 3.02 hereof and ending at the close of business on
          the day of selection; or

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

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

          (vi)  Prior to due presentment for the registration of a
       transfer of any Note, the Trustee, any Agent and the Issuer may deem
       and treat the Person in whose name any Note is registered as the
       absolute owner of such Note for the purpose of receiving payment of
       principal of and interest and Liquidated Damages, if any, on such
       Notes, and neither the Trustee, any Agent nor the Issuer shall be
       affected by notice to the contrary.

          (vii) The Trustee shall authenticate Certificated Notes and
       Global Notes in accordance with the provisions of Section 2.02
       hereof.

       The Registrar may rely on information set forth in a certificate
substantially in the form of Exhibit B-1, B-2 or B-3 hereto, and other
certificates and opinions received pursuant to this Section 2.06 and, in the
absence of receipt of such a certificate or opinion, shall not be deemed to
have knowledge of a transfer of an interest in a Global Note absent actual
knowledge of such transfer.

Section 2.07.   Replacement Notes.
                ------------------
       If any mutilated Note is surrendered to the Trustee, or the Issuer
and the Trustee receives evidence to its satisfaction of the destruction,
loss or theft of any Note, the Issuer shall issue and the Trustee, upon the
written order of the Issuer signed by two Officers of the Issuer, shall
authenticate a replacement Note if the Trustee's requirements are met.  If
required by the Trustee or the Issuer, an indemnity bond must be supplied
by the Holder that is sufficient in the judgment of the Trustee and the
Issuer to protect the Issuer, the Trustee, any Agent and any authenticating
agent from any loss that any of them may suffer if a Note is replaced.  The
Issuer may charge for its expenses in replacing a Note.

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

Section 2.08.   Outstanding Notes.
                -------------------
       The Notes outstanding at any time are all the Notes authenticated
by the Trustee except for those cancelled by it, those delivered to it for
cancellation, those reductions in the interest in a Global Note effected by
the Trustee in accordance with the provisions hereof, and those described
in this Section as not outstanding.  Except as set forth in Section 2.09
hereof, a Note does not cease to be outstanding because the Issuer or an
Affiliate of the Issuer holds the Note.

       If a Note is replaced pursuant to Section 2.07 hereof, it ceases to
be outstanding unless the Trustee receives proof satisfactory to it that the
replaced Note is held by a bona fide purchaser.

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

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

Section 2.09.   Treasury Notes.
                ---------------
       In determining whether the Holders of the required principal amount
of Notes have concurred in any direction, waiver or consent, Notes owned by
the Issuer, or by any Person directly or indirectly controlling or
controlled by or under direct or indirect common control with the Issuer,
shall be considered as though not outstanding, except that for the purposes
of determining whether the Trustee shall be protected in relying on any such
direction, waiver or consent, only Notes that a Trustee knows are so owned
shall be so disregarded.

Section 2.10.   Temporary Notes.
                -----------------
       Until definitive Notes are ready for delivery, the Issuer may
prepare and the Trustee shall authenticate temporary Notes upon a written
order of the Issuer signed by two Officers of the Issuer.  Temporary Notes
shall be substantially in the form of definitive Notes but may have
variations that the Issuer considers appropriate for temporary Notes and as
shall be reasonably acceptable to the Trustee.  Without unreasonable delay,
the Issuer shall prepare and the Trustee shall authenticate definitive Notes
in exchange for temporary Notes.

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

Section 2.11.   Cancellation.
                -------------
       The Issuer at any time may deliver Notes to the Trustee for
cancellation.  The Registrar and Paying Agent shall forward to the Trustee
any Notes surrendered to them for registration of transfer, exchange or
payment.  The Trustee and no one else shall cancel all Notes surrendered for
registration of transfer, exchange, payment, replacement or cancellation and
shall destroy cancelled Notes (subject to the record retention requirement
of the Exchange Act).  Certification of the destruction of all cancelled
Notes shall be delivered to the Issuer.  The Issuer may not issue new Notes
to replace Notes that it has paid or that have been delivered to the Trustee
for cancellation.

Section 2.12.   Defaulted Interest.
                ------------------
       If the Issuer defaults in a payment of interest on the Notes, it
shall pay the defaulted interest in any lawful manner plus, to the extent
lawful, interest payable on the defaulted interest, to the Persons who are
Holders on a subsequent special record date, in each case at the rate
provided in the Notes and in Section 4.01 hereof.  The Issuer shall notify
the Trustee in writing of the amount of defaulted interest proposed to be
paid on each Note and the date of the proposed payment.  The Issuer  shall
fix or cause to be fixed each such special record date and payment date;
provided that no such special record date shall be less than 10 days prior
to the related payment date for such defaulted interest.  At least 15 days
before the special record date, the Issuer (or, upon the written request of
the Issuer, the Trustee in the name and at the expense of the Issuer) shall
mail or cause to be mailed to Holders a notice that states the special
record date, the related payment date and the amount of such interest to be
paid.

                             ARTICLE 3 
                      REDEMPTION AND PREPAYMENT

Section 3.01.   Notices to Trustee.
                -------------------
       If the Issuer elects to redeem Notes pursuant to the optional
redemption provisions of Section 3.07 hereof, it shall furnish to the
Trustee, at least 30 days but not more than 60 days before a redemption
date, an Officers' Certificate setting forth (i) the clause of this
Indenture pursuant to which the redemption shall occur, (ii) the redemption
date, (iii) the principal amount of Notes to be redeemed and (iv) the
redemption price.

Section 3.02.   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 among the Holders of the Notes
in compliance with the requirements of the principal national securities
exchange, if any, on which the Notes are listed or, if the Notes are not so
listed, on a pro rata basis, by lot or in accordance with any other method
the Trustee considers fair and appropriate.  In the event of partial
redemption by lot, the particular Notes to be redeemed shall be selected,
unless otherwise provided herein, not less than 30 nor more than 60 days
prior to the redemption date by the Trustee from the outstanding Notes not
previously called for redemption. 

       The Trustee shall promptly notify the Issuer in writing of the Notes
selected for redemption and, in the case of any Note selected for partial
redemption, the principal amount thereof to be redeemed.  Notes and portions
of Notes selected shall be in amounts of $1,000 or whole multiples of
$1,000; except that if all of the Notes of a Holder are to be redeemed, the
entire outstanding amount of Notes held by such Holder, even if not a
multiple of $1,000, shall be redeemed.  Except as provided in the preceding
sentence, provisions of this Indenture that apply to Notes called for
redemption also apply to portions of Notes called for redemption.

Section 3.03.   Notice of Redemption.
                --------------------
       Subject to the provisions of Section 3.09 hereof, at least 30 days
but not more than 60 days before a redemption date, the Issuer shall mail
or cause to be mailed, by first class mail, a notice of redemption to each
Holder whose Notes are to be redeemed at its registered address.

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

          (a)   the redemption date; 

          (b)   the redemption price;  

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

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

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

          (f)   that, unless the Issuer defaults in making such redemption
       payment, interest on Notes called for redemption ceases to accrue
       on and after the redemption date; 

          (g)   the paragraph of the Notes and/or Section of this
       Indenture pursuant to which the Notes called for redemption are
       being redeemed; and 

          (h)   that no representation is made as to the correctness or
       accuracy of the CUSIP number, if any, listed in such notice or
       printed on the Notes.

       At the Issuer's request, the Trustee shall give the notice of
redemption in the Issuer's name and at its expense; provided, however, that
the Issuer shall have delivered to the Trustee, at least 45 days prior to
the redemption date, an Officers' Certificate requesting that the Trustee
give such notice and setting forth the information to be stated in such
notice as provided in the preceding paragraph. 

Section 3.04.   Effect of Notice of Redemption.
                ------------------------------
       Once notice of redemption is mailed in accordance with Section 3.03
hereof, Notes called for redemption become irrevocably due and payable on
the redemption date at the redemption price.  A notice of redemption may not
be conditional.

Section 3.05.   Deposit of Redemption Price.
                ---------------------------
       One Business Day prior to the redemption date, the Issuer shall
deposit with the Trustee or with the Paying Agent money sufficient to pay
the redemption price of and accrued interest and Liquidated Damages, if any,
on all Notes to be redeemed on that date.  The Trustee or the Paying Agent
shall promptly return to the Issuer any money deposited with the Trustee or
the Paying Agent, respectively, by the Issuer in excess of the amounts
necessary to pay the redemption price of, and accrued interest on, all Notes
to be redeemed.

       If the Issuer complies with the provisions of the preceding
paragraph, on and after the redemption date, interest shall cease to accrue
on the Notes or the portions of Notes called for redemption.  If a Note is
redeemed on or after an interest record date but on or prior to the related
interest payment date, then any accrued and unpaid interest shall be paid
to the Person in whose name such Note was registered at the close of
business on such record date.  If any Note called for redemption shall not
be so paid upon surrender for redemption because of the failure of the
Issuer to comply with the preceding paragraph, interest shall be paid on the
unpaid principal, from the redemption date until such principal is paid, and
to the extent lawful on any interest not paid on such unpaid principal, in
each case at the rate provided in the Notes and in Section 4.01 hereof. 

Section 3.06.   Notes Redeemed in Part.
                ----------------------
       Upon surrender of a Note that is redeemed in part, the Issuer shall
issue and, upon the Issuer's written request, the Trustee shall authenticate
for the Holder at the expense of the Issuer a new Note equal in principal
amount to the unredeemed portion of the Note surrendered. 

Section 3.07.   Optional Redemption.
                -------------------
       (a)  The Notes will not be redeemable at the Issuer's option prior
to April 15, 2001.  Thereafter, the Notes will be subject to redemption at
any time at the option of the Issuer, in whole or in part, upon not less
than 30 nor more than 60 days' notice, at the redemption prices (expressed
as percentages of principal amount) set forth below plus accrued and unpaid
interest and Liquidated Damages thereon to the applicable redemption date,
if redeemed during the twelve-month period beginning on April 15 of the
years indicated below:

YEAR                                                    PERCENTAGE
-------                                                 -----------
2001 . . . . . . . . . . . . . . . . . . . . . . . . . .  105.625%  
2002 . . . . . . . . . . . . . . . . . . . . . . . . . .  102.813%  
2003 and thereafter. . . . . . . . . . . . . . . . . . .  100.000%  

   (b)  Any redemption pursuant to this Section 3.07 shall be made
pursuant to the provisions of Section 3.01 through 3.06 hereof.

Section 3.08.     Mandatory Redemption.
                  ---------------------- 
   Except as set forth under Sections 4.10 and 4.15 hereof, the Issuer
shall not be required to make mandatory redemption payments with respect to
the Notes.  

Section 3.09.     Offer to Purchase by Application of Excess Proceeds.
                  ----------------------------------------------------
   In the event that, pursuant to Section 4.10 hereof, the Issuer shall
be required or permitted to commence an offer to all Holders to purchase
Notes (an "Asset Sale Offer"), it shall follow the procedures specified
below.

   The Asset Sale Offer shall remain open for a period of 20 Business Days
following its commencement and no longer, except to the extent that a longer
period is required by applicable law (the "Offer Period").  No later than
five Business Days after the termination of the Offer Period (the "Purchase
Date"), the Issuer shall purchase the principal amount of Notes required to
be purchased pursuant to Section 4.10 hereof (the "Offer Amount") or, if
less than the Offer Amount has been tendered, all Notes tendered in response
to the Asset Sale Offer.  Payment for any Notes so purchased shall be made
in the same manner as interest payments are made.

   If the Purchase Date is on or after an interest record date and on or
before the related interest payment date, any accrued and unpaid interest
shall be paid to the Person in whose name a Note is registered at the close
of business on such record date, and no additional interest shall be payable
to Holders who tender Notes pursuant to the Asset Sale Offer.

   Upon the commencement of an Asset Sale Offer, the Issuer shall send,
by first class mail, a notice to the Trustee and each of the Holders, with
a copy to the Trustee.  The notice shall contain all instructions and
materials necessary to enable such Holders to tender Notes pursuant to the
Asset Sale Offer.  The Asset Sale Offer shall be made to all Holders.  The
notice, which shall govern the terms of the Asset Sale Offer, shall state:

        (a)  that the Asset Sale Offer is being made pursuant to this
   Section 3.09 and Section 4.10 hereof and the length of time the Asset
   Sale Offer shall remain open;

        (b)  the Offer Amount, the purchase price and the Purchase Date;

        (c)  that any Note not tendered or accepted for payment shall
   continue to accrue interest;

        (d)  that, unless the Issuer defaults in making such payment,
   any Note accepted for payment pursuant to the Asset Sale Offer shall
   cease to accrue interest after the Purchase Date;

        (e)  that Holders electing to have a Note purchased pursuant to
   an Asset Sale Offer may only elect to have all of such Note purchased
   and may not elect to have only a portion of such Note purchased;

        (f)  that Holders electing to have a Note purchased pursuant to
   any Asset Sale Offer shall be required to surrender the Note, with the
   form entitled "Option of Holder to Elect Purchase" on the reverse of
   the Note completed, or transfer by book-entry transfer, to the Issuer,
   a depository, if appointed by the Issuer, or a Paying Agent at the
   address specified in the notice at least three days before the
   Purchase Date;

        (g)  that Holders shall be entitled to withdraw their election
   if the Issuer, the depository or the Paying Agent, as the case may be,
   receives, not later than the expiration of the Offer Period, a
   telegram, telex, facsimile transmission or letter setting forth the
   name of the Holder, the principal amount of the Note the Holder
   delivered for purchase and a statement that such Holder is withdrawing
   his election to have such Note purchased;

        (h)  that, if the aggregate principal amount of Notes
   surrendered by Holders exceeds the Offer Amount, the Issuer shall
   select the Notes to be purchased on a pro rata basis (with such
   adjustments as may be deemed appropriate by the Issuer so that only
   Notes in denominations of $1,000, or integral multiples thereof, shall
   be purchased); and 

        (i)  that Holders whose Notes were purchased only in part shall
   be issued new Notes equal in principal amount to the unpurchased
   portion of the Notes surrendered (or transferred by book-entry
   transfer).

   On or before the Purchase Date, the Issuer shall, to the extent lawful,
accept for payment, on a pro rata basis to the extent necessary, the Offer
Amount of Notes or portions thereof tendered pursuant to the Asset Sale
Offer, or if less than the Offer Amount has been tendered, all Notes
tendered, and shall deliver to the Trustee an Officers' Certificate stating
that such Notes or portions thereof were accepted for payment by the Issuer
in accordance with the terms of this Section 3.09.  The Issuer, the
Depository or the Paying Agent, as the case may be, shall promptly (but in
any case not later than five days after the Purchase Date) mail or deliver
to each tendering Holder an amount equal to the purchase price of the Notes
tendered by such Holder and accepted by the Issuer for purchase, and the
Issuer shall promptly issue a new Note, and the Trustee, upon written
request from the Issuer shall authenticate and mail or deliver such new Note
to such Holder, in a principal amount equal to any unpurchased portion of
the Note surrendered.  Any Note not so accepted shall be promptly mailed or
delivered by the Issuer to the Holder thereof.  The Issuer shall publicly
announce the results of the Asset Sale Offer on the Purchase Date.

   Other than as specifically provided in this Section 3.09, any purchase
pursuant to this Section 3.09 shall be made pursuant to the provisions of
Sections 3.01 through 3.06 hereof.


                              ARTICLE 4
                              COVENANTS

Section 4.01.     Payment of Notes.
                  ------------------
   The Issuer shall pay or cause to be paid the principal of, premium, if
any, and interest on the Notes on the dates and in the manner provided in
the Notes.  Principal, premium, if any, and interest shall be considered
paid on the date due if the Paying Agent, if other than the Issuer or a
Subsidiary thereof, holds as of 10:00 a.m. Eastern Time on the due date
money deposited by the Issuer in immediately available funds and designated
for and sufficient to pay all principal, premium, if any, and interest then
due.  The Issuer shall pay all Liquidated Damages, if any, in the same
manner on the dates and in the amounts set forth in the Registration Rights
Agreement.

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

Section 4.02.     Maintenance of Office or Agency.
                  --------------------------------
   The Issuer shall maintain in the Borough of Manhattan, the City of New
York, an office or agency (which may be an office of the Trustee or an
affiliate of the Trustee, Registrar or co-registrar) where Notes may be
surrendered for registration of transfer or for exchange and where notices
and demands to or upon the Issuer in respect of the Notes and this Indenture
may be served.  The Issuer shall give prompt written notice to the Trustee
of the location, and any change in the location, of such office or agency. 
If at any time the Issuer shall fail to maintain any such required office
or agency or shall fail to furnish the Trustee with the address thereof,
such presentations, surrenders, notices and demands may be made or served
at the Corporate Trust Office of the Trustee.

   The Issuer may also from time to time designate one or more other
offices or agencies where the Notes may be presented or surrendered for any
or all such purposes and may from time to time rescind such designations;
provided, however, that no such designation or rescission shall in any
manner relieve the Issuer of its obligation to maintain an office or agency
in the Borough of Manhattan, the City of New York for such purposes.  The
Issuer 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 Issuer hereby designates the Corporate Trust Office of the Trustee
as one such office or agency of the Issuer in accordance with Section 2.03. 

Section 4.03.     Reports.
                  -------
   (a)  Whether or not required by the rules and regulations of the SEC,
so long as any Notes are outstanding, Parent shall furnish to the Trustee
and to all Holders (i) all quarterly and annual financial information that
would be required to be contained in a filing with the SEC on Forms 10-Q and
10-K if Parent is required to file such Forms, including a "Management's
Discussion and Analysis of Financial Condition and Results of Operations"
that describes the financial condition and results of operations of Parent
and Parent's consolidated Subsidiaries and, with respect to the annual
information only, a report thereon by the certified independent accountants
for Parent and (ii) all current reports that would be required to be filed
with the SEC on Form 8-K if Parent were required to file such reports.  In
addition, whether or not required by the rules and regulations of the SEC,
Parent will file a copy of all such information and reports with the
Commission for public availability (unless the SEC will not accept such a
filing) and make such information available to securities analysts and
prospective investors upon request.  

   (b)  Whether or not required by the rules and regulations of the SEC,
so long as any Notes are outstanding, the Issuer shall furnish to the
Trustee and to all Holders (i) all quarterly and annual financial
information including statements of operations, statements of cash flows and
balance sheets of the Issuer and its Restricted Subsidiaries, separate from
the financial condition and results of operations of Parent and of the
Unrestricted Subsidiaries of Issuer and, with respect to the annual
information only, a report thereon by the certified independent accountants
for the Issuer and (ii) all current reports that would be required to be
filed with the Commission on Form 8-K if the Issuer were required to file
such reports.

   The Issuer shall at all times comply with TIA Section 314(a).

   (c)  For so long as any Transfer Restricted Securities remain
outstanding, Parent and the Issuer shall furnish to all Holders and
prospective purchasers of the Notes designated by the Holders of Transfer
Restricted Securities, promptly upon their request, the information required
to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

Section 4.04.     Compliance Certificate.
                  ----------------------
   (a)  Parent and the Issuer shall deliver to the Trustee, within 90
days after the end of each fiscal year, an Officers' Certificate stating
that a review of the activities of Parent, the Issuer and their Subsidiaries
during the preceding fiscal year has been made under the supervision of the
signing Officers with a view to determining whether Parent and the Issuer
have kept, observed, performed and fulfilled their obligations under this
Indenture, and further stating, as to each such Officer signing such
certificate, that to the best of his or her knowledge Parent and the Issuer
have kept, observed, performed and fulfilled each and every covenant
contained in this Indenture and are not in default in the performance or
observance of any of the terms, provisions and conditions of this Indenture
(or, if a Default or Event of Default shall have occurred, describing all
such Defaults or Events of Default of which he or she may have knowledge and
what action Parent or the Issuer is taking or proposes to take with respect
thereto) and that to the best of his or her knowledge no event has occurred
and remains in existence by reason of which payments on account of the
principal of or interest, if any, on the Notes is prohibited or if such
event has occurred, a description of the event and what action Parent or the
Issuer is taking or proposes to take with respect thereto.

   (b)  So long as not contrary to the then current recommendations of
the American Institute of Certified Public Accountants, the year-end
financial statements delivered pursuant to Section 4.03(a) and (b) above
shall be accompanied by a written statement of Parent's or the Issuer's, as
appropriate, independent public accountants (who shall be a firm of
established national reputation) that in making the examination necessary
for certification of such financial statements, nothing has come to their
attention that would lead them to believe that Parent or the Issuer has
violated any provisions of Article 4 or Article 5 hereof or, if any such
violation has occurred, specifying the nature and period of existence
thereof, it being understood that such accountants shall not be liable
directly or indirectly to any Person for any failure to obtain knowledge of
any such violation.

   (c)  Parent and the Issuer shall, so long as any of the Notes are
outstanding, deliver to the Trustee, forthwith upon any Officer becoming
aware of any Default or Event of Default, an Officers' Certificate
specifying such Default or Event of Default and what action Parent or the
Issuer is taking or proposes to take with respect thereto.

Section 4.05.     Taxes.
                  ------
   Parent and the Issuer shall pay, and shall cause each of their
respective Subsidiaries to pay, prior to delinquency, all material taxes,
assessments, and governmental levies except such as are contested in
good faith and by appropriate proceedings or where the failure to effect
such payment is not adverse in any material respect to the Holders of the
Notes.

Section 4.06.     Stay, Extension and Usury Laws.
                  -------------------------------
   The Issuer covenants (to the extent that it may lawfully do so) that
it shall not at any time insist upon, plead, or in any manner whatsoever
claim or take the benefit or advantage of, any stay, extension or usury law
wherever enacted, now or at any time hereafter in force, that may affect the
covenants or the performance of this Indenture; and the Issuer (to the
extent that it may lawfully do so) hereby expressly waives all benefit or
advantage of any such law, and covenants that it shall not, by resort to any
such law, hinder, delay or impede the execution of any power herein granted
to the Trustee, but shall suffer and permit the execution of every such
power as though no such law has been enacted. 

Section 4.07.     Restricted Payments.
                  --------------------
   Parent and the Issuer will not, and will not permit any of the
Restricted Subsidiaries to, directly or indirectly:  (i) declare or pay any
dividend or make any other payment or distribution on account of the Equity
Interests of Parent, the Issuer or any of the Restricted Subsidiaries
(including, without limitation, any payment in connection with any merger
or consolidation involving Parent, the Issuer or any of the Restricted
Subsidiaries) or to the direct or indirect holders of Equity Interests in
Parent, the Issuer or any of the Restricted Subsidiaries in their capacity
as such (other than dividends or distributions payable in Equity Interests
(other than Disqualified Stock) of the Issuer); (ii) purchase, redeem or
otherwise acquire or retire for value (including without limitation, in
connection with any merger or consolidation involving Parent, the Issuer or
any of the Restricted Subsidiaries) any Equity Interests of Parent, the
Issuer or any of the Restricted Subsidiaries; (iii) make any payment on or
with respect to, or purchase, redeem, defease or otherwise acquire or retire
for value any Indebtedness of the Issuer that is subordinated to the Notes
(other than Notes), any Indebtedness of Parent that is subordinated to the
Parent Guarantee or any Indebtedness of a Subsidiary Guarantor that is
subordinated to a Subsidiary Guarantee except a payment of interest or
principal at Stated Maturity; provided however, that Issuer or Parent may
make any such payment, purchase, redemption, defeasance or retirement for
value using the proceeds of Permitted Refinancing Indebtedness; or (iv) make
any Restricted Investment (all such payments and other actions set forth in
clauses (i) through (iv) above being collectively referred to as "Restricted
Payments").

   (a)  PARENT RESTRICTED PAYMENTS.  Notwithstanding the foregoing,
Parent will be permitted to make Restricted Payments if, at the time of and
after giving effect to such Restricted Payment:

        (i)  no Default or Event of Default shall have occurred and be
   continuing or would occur as a consequence thereof;

        (ii) Parent would, at the time of such Restricted Payment and
   after giving pro forma effect thereto as if such Restricted Payment
   had been made at the beginning of the applicable four-quarter period,
   have been permitted to incur at least $1.00 of additional Indebtedness
   pursuant to the Fixed Charge Coverage Ratio test set forth in Section
   4.09(a); and

        (iii)     such Restricted Payment, together with the aggregate
   amount of all other Restricted Payments made by Parent after the Issue
   Date, is less than the sum of (A) the lesser of (x) 50% of the Net
   Income of Parent (not including any Net Income of the Issuer or any of
   its or Parent's Subsidiaries) for the period (taken as one accounting
   period) from and after the last day of the first fiscal quarter
   immediately following the Issue Date to the end of Parent's most
   recently ended fiscal quarter for which internal financial statements
   are available at the time of such Restricted Payment (or, if such Net
   Income for such period is a deficit, less 100% of such deficit) or (y)
   50% of Parent's Consolidated Net Income for the period (taken as one
   accounting period) from and after the last day of the first fiscal
   quarter immediately following the Issue Date to the end of Parent's
   most recently ended fiscal quarter for which internal financial
   statements are available at the time of such Restricted Payment (or,
   if such Consolidated Net Income for such period is a deficit, less
   100% of such deficit), plus (B) 100% of the aggregate net cash
   proceeds received by Parent from the issue or sale since the Issue
   Date of Equity Interests of Parent (other than Disqualified Stock) or
   of Disqualified Stock or debt securities of Parent that have been
   converted into such Equity Interests (other than Equity Interests or
   Disqualified Stock or convertible debt securities sold to a Subsidiary
   of Parent), plus (C) to the extent that any Restricted Investment that
   was made by Parent after the Issue Date is sold for cash or otherwise
   liquidated or repaid for cash, the lesser of (x) the cash return of
   capital with respect to such Restricted Investment (less the cost of
   disposition, if any) and (y) the initial amount of such Restricted
   Investment, plus (D) $5.0 million.

   (b)  ISSUER RESTRICTED PAYMENTS.  Notwithstanding the foregoing, the
Issuer will be permitted to make Restricted Payments if, at the time of and
after giving effect to such Restricted Payment:

        (i)  no Default or Event of Default shall have occurred and be
   continuing or would occur as a consequence thereof;

        (ii) the Issuer would, at the time of such Restricted Payment
   and after giving pro forma effect thereto as if such Restricted
   Payment had been made at the beginning of the applicable four-quarter
   period, have been permitted to incur at least $1.00 of additional
   Indebtedness pursuant to the Fixed Charge Coverage Ratio test set
   forth in Section 4.09(a); and

        (iii)     (A) in the case of a Restricted Payment made to a Person
   other than Parent, such Restricted Payment, together with the
   aggregate amount of all other Restricted Payments made by the Issuer
   after the Issue Date, is less than the sum of (1) the lesser of (x)
   50% of the Consolidated Net Income of the Issuer (not including any
   Net Income of Parent) for the period (taken as one accounting period)
   from and after the last day of the first fiscal quarter immediately
   following the Issue Date to the end of the Issuer's most recently
   ended fiscal quarter for which internal financial statements are
   available at the time of such Restricted Payment (or, if such
   Consolidated Net Income for such period is a deficit, less 100% of
   such deficit) or (y) 50% of Parent's Consolidated Net Income for the
   period (taken as one accounting period) from and after the last day of
   the first fiscal quarter immediately following the Issue Date to the
   end of Parent's most recently ended fiscal quarter for which internal
   financial statements are available at the time of such Restricted
   Payment (or, if such Consolidated Net Income for such period is a
   deficit, less 100% of such deficit), plus (2) 100% of the aggregate
   net cash proceeds received by the Issuer from the issue or sale since
   the Issue Date of Equity Interests of the Issuer (other than
   Disqualified Stock) or of Disqualified Stock or debt securities of the
   Issuer that have been converted into such Equity Interests (other than
   Equity Interests or Disqualified Stock or convertible debt securities
   sold to a Subsidiary of the Issuer), plus (3) to the extent that any
   Restricted Investment that was made by the Issuer or any of its
   Restricted Subsidiaries after the Issue Date is sold for cash or
   otherwise liquidated or repaid for cash, the lesser of (x) the cash
   return of capital with respect to such Restricted Investment (less the
   cost of disposition, if any) and (y) the initial amount of such
   Restricted Investment, less (4) the aggregate amount of all Restricted
   Payments made to Parent after the Issue Date under subparagraph (B) of
   this paragraph (iii);

             (B) in the case of a Restricted Payment made to Parent, such
   Restricted Payment, together with the aggregate amount of all other
   Restricted Payments made by the Issuer and its Restricted Subsidiaries
   after the Issue Date, is less than the sum of (1) 50% of the
   Consolidated Net Income of the Issuer (not including any Net Income of
   Parent) for the period (taken as one accounting period) from and after
   the last day of the first fiscal quarter immediately following the
   Issue Date to the end of the Issuer's most recently ended fiscal
   quarter for which internal financial statements are available at the
   time of such Restricted Payment (or, if such Consolidated Net Income
   for such period is a deficit, less 100% of such deficit) plus (2) 100%
   of the aggregate net cash proceeds received by the Issuer from the
   issue or sale since the Issue Date of Equity Interests of the Issuer
   (other than Disqualified Stock) or of Disqualified Stock or debt
   securities of the Issuer that have been converted into such Equity
   Interests (other than Equity Interests or Disqualified Stock or
   convertible debt securities sold to a Subsidiary of the Issuer) plus
   (3) to the extent that any Restricted Investment that was made by the
   Issuer or any of its Restricted Subsidiaries after the Issue Date is
   sold for cash or otherwise liquidated or repaid for cash, the lesser
   of (x) the cash return of capital with respect to such Restricted
   Investment (less the cost of disposition, if any) and (y) the initial
   amount of such Restricted Investment, less (4) the aggregate amount of
   all Restricted Payments made to Persons other than Parent after the
   Issue Date under subparagraph (A) of this paragraph (iii).

   The foregoing provisions will not prohibit (i) the payment of any
dividend within 60 days after the date of declaration thereof, if at said
date of declaration such payment would have complied with the provisions of
this Indenture; (ii) the redemption, repurchase, retirement, defeasance or
other acquisition of any subordinated Indebtedness or Equity Interests of
the Issuer in exchange for, or out of the net cash proceeds of the
substantially concurrent sale (other than to a Restricted Subsidiary of the
Issuer) of, other Equity Interests of Parent or the Issuer (other than any
Disqualified Stock); provided that the amount of any such net cash proceeds
that are utilized for any such redemption, repurchase, retirement,
defeasance or other acquisition shall be excluded from clause (iii)(A)(2)
and (iii)(B)(2) of the preceding paragraph; (iii) the defeasance,
redemption, repurchase or other acquisition of subordinated Indebtedness
with the net cash proceeds from an incurrence of Permitted Refinancing
Indebtedness; (iv) the repurchase, redemption or other acquisition or
retirement for value of any Equity Interests of Parent, the Issuer or any
Restricted Subsidiary held by any member of the management of Parent, the
Issuer or any Restricted Subsidiary upon such member's death, disability or
termination pursuant to any management equity subscription agreement or
stock option agreement in effect as of the Issue Date; provided that the
aggregate price paid for all such repurchased, redeemed, acquired or retired
Equity Interests shall not exceed $1.0 million in any twelve-month period
or $2.0 million in the aggregate for all periods following the Issue Date
and no Default or Event of Default shall have occurred and be continuing
immediately after such transaction; (v) the payment of dividends by the
Issuer to Parent that are used within 30 days of the date paid solely to pay
accounting, legal charges incurred in connection with Parent's Securities
and Exchange Commission reporting requirements and other administrative
expenses; provided that no Event of Default shall have occurred and be
continuing; and provided further, that the aggregate amount of such
dividends may not exceed $1.5 million in any fiscal year; (vi) the payment
of up to $2.0 million by the Issuer to Parent in any fiscal year; provided
that (A) the Issuer would, at the time of such Restricted Payment and after
giving pro forma effect thereto as if such Restricted Payment had been made
at the beginning of the applicable four-quarter period, have been permitted
to incur at least $1.00 of additional Indebtedness pursuant to the Fixed
Charge Coverage Ratio test set forth in Section 4.09(a) and (B) within 30
days of the receipt of such funds, Parent applies such funds to the costs
of a Qualified Project; provided further, that no Event of Default shall
have occurred and be continuing; and (vii) the payment by Parent within 12
months of the Issue Date of dividends on its Series A Preferred Stock in an
aggregate amount not to exceed $800,000 upon the mandatory conversion of
such stock.

   (c)  The Board of Directors may designate any Restricted Subsidiary
to be an Unrestricted Subsidiary if such designation would not cause a
Default.  For purposes of making such determination, all outstanding
Investments by the Issuer and its Restricted Subsidiaries or by Parent
(except to the extent repaid in cash) in the Subsidiary so designated will
be deemed to be Restricted Payments at the time of such designation and will
reduce the amount available for Restricted Payments under the first
paragraph of this Section 4.07.  All such outstanding Investments will be
deemed to constitute Investments in an amount equal to the greatest of
(x) the net book value of such Investments at the time of such designation,
(y) the fair market value of such Investments at the time of such
designation and (z) the original fair market value of such Investments at
the time they were made.  Such designation will only be permitted if such
Restricted Payment would be permitted at such time and if such Restricted
Subsidiary otherwise meets the definition of an Unrestricted Subsidiary.

   (d)  The amount of all Restricted Payments (other than cash) shall be
the fair market value on the date of the Restricted Payment of the asset(s)
or securities proposed to be transferred or issued by Parent, the Issuer or
such Restricted Subsidiary, as the case may be, pursuant to the Restricted
Payment.  The fair market value of any non-cash Restricted Payment shall be
determined by the Board of Directors whose resolution with respect thereto
shall be delivered to the Trustee, such determination to be based upon an
opinion or appraisal issued by an accounting, appraisal or investment
banking firm of national standing if such fair market value exceeds $1.0
million.  

   (e)  Not later than the date of making any Restricted Payment, the
Issuer shall deliver to the Trustee an Officers' Certificate stating that
such Restricted Payment is permitted and setting forth the basis upon which
the calculations required by Section 4.08 were computed, together with a
copy of any fairness opinion or appraisal required by this Indenture.

Section 4.08.     Dividend and Other Payment Restrictions 
                  Affecting Subsidiaries.
                  ---------------------------------------
   (a)  The Issuer will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly, create or otherwise cause or suffer
to exist or become effective any encumbrance or restriction on the ability
of any Restricted Subsidiary to (i)(A) pay dividends or make any other
distributions to the Issuer or any of its Restricted Subsidiaries (1) on its
Capital Stock or (2) with respect to any other interest or participation in,
or measured by, its profits, or (B) pay any indebtedness owed to the Issuer
or any of its Restricted Subsidiaries, (ii) make loans or advances to the
Issuer or any of its Restricted Subsidiaries or (iii) transfer any of its
properties or assets to the Issuer or any of its Restricted Subsidiaries,
except for such encumbrances or restrictions existing under or by reason of
(A) Existing Indebtedness as in effect on the Issue Date, and any
amendments, modifications, restatements, renewals, increases, supplements,
refundings, replacements or refinancings thereof; provided that such
amendments, modifications, restatements, renewals, increases, supplements,
refundings, replacement or refinancings are no more restrictive with respect
to such dividend and other payment restrictions than those contained in the
Revolving Credit Agreement as in effect on the Issue Date, (B) this
Indenture and the Notes, (C) applicable law, (D) any instrument governing
Indebtedness or Capital Stock of a Person acquired by the Issuer or any of
its Restricted Subsidiaries as in effect at the time of such acquisition
(except to the extent such Indebtedness was incurred in connection with or
in contemplation of such acquisition), which encumbrance or restriction is
not applicable to any Person, or the properties or assets of any Person,
other than the Person, or the property or assets of the Person, so acquired;
provided that, in the case of Indebtedness, such Indebtedness was permitted
by the terms of Section 4.09 to be incurred, (E) by reason of customary 
non-assignment provisions in leases entered into in the ordinary course of
business and consistent with past practices, (F) purchase money obligations
for property acquired in the ordinary course of business that impose
restrictions of the nature described in clause (iii) above on the property
so acquired, or (G) Permitted Refinancing Indebtedness; provided that the
restrictions contained in the agreements governing such Permitted
Refinancing Indebtedness are no more restrictive than those contained in the
agreements governing the Indebtedness being refinanced.

Section 4.09.     Incurrence of Indebtedness and Issuance of Preferred Stock.
                  -----------------------------------------------------------
   (a)  Neither Parent nor the Issuer will, and neither Parent nor the
Issuer will permit any of its Subsidiaries to, directly or indirectly,
create, incur, issue, assume, guarantee or otherwise become directly or
indirectly liable, contingently or otherwise (collectively, "incur"), with
respect to any Indebtedness (including Acquired Debt), that neither Parent
nor the Issuer will issue any Disqualified Stock and that Issuer will not
permit any of its Subsidiaries to issue any shares of preferred stock. 
Notwithstanding the foregoing, Parent and the Issuer may incur Indebtedness
(including Acquired Debt) if the Fixed Charge Coverage Ratio of Parent or
the Issuer, as the case may be, for its most recently ended four full fiscal
quarters for which internal financial statements are available immediately
preceding the date on which such additional Indebtedness is incurred would
have been at least 2.0 to 1, determined on a pro forma basis (including a
pro forma application of the net proceeds therefrom), as if the additional
Indebtedness had been incurred at the beginning of such four-quarter period.

   (b)  PARENT PERMITTED DEBT.  The provisions of paragraph (a) of this
Section 4.09 will not apply to the incurrence by Parent of any of the
following items of Indebtedness:

        (i)  the incurrence by Parent of Existing Indebtedness;

        (ii) the incurrence by Parent of Permitted Refinancing
   Indebtedness;

        (iii)     the incurrence by Parent of Indebtedness represented
   by the Parent Guarantee;

        (iv) the incurrence by Parent of Indebtedness under the Cadiz
   Credit Agreement; provided that the aggregate principal amount of all
   such Indebtedness, including all Permitted Refinancing Indebtedness
   incurred to refund, refinance or replace any other Indebtedness
   incurred pursuant to this clause, does not exceed $50.0 million;

        (v)  the incurrence by Parent of Capital Lease Obligations
   incurred for the purpose of financing all or any part of the cost of
   construction or improvement of property, plant or equipment used in
   the Permitted Businesses of Parent in an aggregate principal amount
   not to exceed $2.5 million at any time outstanding;

        (vi) the incurrence by Parent of Non-Recourse Debt to finance a
   Qualified Project;

        (vii)     the incurrence by Parent of Purchase Money
   Indebtedness in connection with the purchase of assets to be used in
   Permitted Businesses of Parent; and

        (viii)    the incurrence by Parent of up to $5.0 million
   aggregate amount of Indebtedness for any purpose.

   (c)  ISSUER PERMITTED DEBT.  The provisions of paragraph (a) of this
Section 4.09 will not apply to the incurrence of any of the following items
of Indebtedness:

        (i)  the incurrence by the Issuer and its Subsidiaries of
   Existing Indebtedness;

        (ii) the incurrence by the Issuer and its Subsidiaries of
   Permitted Refinancing Indebtedness;

        (iii)     the incurrence by the Issuer of Indebtedness
   represented by the Notes and the incurrence by the Subsidiary
   Guarantors of the Subsidiary Guarantees;

        (iv) the incurrence by the Issuer or any of the Issuer's Wholly
   Owned Restricted Subsidiaries of intercompany Indebtedness between or
   among the Issuer and any of its Wholly Owned Restricted Subsidiaries;
   provided, however, that (A) such Indebtedness is expressly
   subordinated to the prior payment in full in cash of all Obligations
   with respect to the Notes and the Subsidiary Guarantees and (B)(1) any
   subsequent issuance or transfer of Equity Interests that results in
   any such Indebtedness being held by a Person other than the Issuer or
   a Wholly Owned Restricted Subsidiary and (2) any sale or other
   transfer of any such Indebtedness to a Person that is not either the
   Issuer or a Wholly Owned Restricted Subsidiary shall be deemed, in
   each case, to constitute an incurrence of such Indebtedness by the
   Issuer or such Restricted Subsidiary, as the case may be;

        (v)  the incurrence by the Issuer's Unrestricted Subsidiaries of
   Non-Recourse Debt; provided, however, that if any such Indebtedness
   ceases to be Non-Recourse Debt of an Unrestricted Subsidiary, such
   event shall be deemed to constitute an incurrence of Indebtedness by
   a Restricted Subsidiary of the Issuer;

        (vi) the incurrence by the Issuer of Revolving Indebtedness;
   provided that the aggregate principal amount of all such Indebtedness,
   including all Permitted Refinancing Indebtedness incurred to refund,
   refinance or replace any other Indebtedness incurred pursuant to this
   clause, does not exceed $30.0 million; and, provided further, that for
   a period of 30 consecutive days during the 12 months preceding such
   incurrence, the Issuer had outstanding no Revolving Indebtedness;

        (vii)     the incurrence by the Issuer or any of its Restricted
   Subsidiaries of Capital Lease Obligations incurred for the purpose of
   financing all or any part of the cost of construction or improvement
   of property, plant or equipment used in a Permitted Business of the
   Issuer or such Restricted Subsidiary, in an aggregate principal amount
   not to exceed $2.5 million at any time outstanding;

        (viii)    the incurrence by the Issuer or any of its Restricted
   Subsidiaries of Purchase Money Indebtedness to acquire land or
   agricultural equipment from a Person who is not an Affiliate of the
   Issuer of up to $10.0 million each fiscal year, not to exceed $30.0
   million in the aggregate; or

        (ix) the incurrence by the Issuer or any of its Restricted
   Subsidiaries of up to $5.0 million aggregate amount of Indebtedness to
   finance the development, maintenance or expansion of activities or
   properties related to Permitted Businesses existing as of the Issue
   Date.

   (d)  For purposes of this Section 4.09, in the event that an item of
Indebtedness meets the criteria of more than one of the categories set forth
in the two immediately preceding paragraphs or is entitled to be incurred
pursuant to paragraph (b) or (c) of this Section 4.09, the Issuer shall, in
its sole discretion, classify such item of Indebtedness in any manner that
complies with this Section and such item of Indebtedness will be treated as
having been incurred pursuant to only one of such clauses.  Accrual of
interest and the accretion of accreted value will not be deemed to be an
incurrence of Indebtedness for purposes of this Section 4.09.

Section 4.10.     Asset Sales.
                  ------------
   (a)  Parent and the Issuer will not, and will not permit any of their
Restricted Subsidiaries to, consummate an Asset Sale unless (i) Parent, the
Issuer or the Restricted Subsidiary, as the case may be, receives
consideration at the time of such Asset Sale at least equal to the fair
market value (evidenced by a resolution of the Board of Directors set forth
in an Officers' Certificate delivered to the Trustee) of the assets or
Equity Interests issued or sold or otherwise disposed of, (ii) at least 85%
of the consideration therefor received by Parent, the Issuer or such
Restricted Subsidiary is in the form of cash; provided that the amount of
(x) any liabilities (as shown on the most recent balance sheet of Parent,
the Issuer or any Restricted Subsidiary), of Parent, the Issuer or any
Restricted Subsidiary (other than contingent liabilities and liabilities
that are by their terms subordinated to the Notes or any guarantee thereof)
that are assumed by the transferee of any such assets pursuant to a
customary novation agreement that releases Parent, the Issuer or such
Restricted Subsidiary from further liability and (y) any securities, notes
or other obligations received by Parent, the Issuer or any such Restricted
Subsidiary from such transferee that are immediately converted by Parent,
the Issuer or such Restricted Subsidiary into cash (to the extent of the
cash received), shall be deemed to be cash for purposes of this provision,
(iii) if such Asset Sale involves the disposition of Collateral, Parent, the
Issuer or such Restricted Subsidiary has complied with Article 10 and (iv)
Parent, the Issuer or the Restricted Subsidiary, as the case may be, applies
the Net Proceeds as provided in paragraph (b) below.

   (b)  Any such Net Proceeds shall be applied within 180 days of the
related Asset Sale as follows:

        (i)  to the extent that such Net Proceeds are derived from
   property or assets of the Issuer which do not constitute Collateral or
   are not deemed (pursuant to the provisions described below) to
   constitute Collateral Proceeds ("Non-Collateral Proceeds"), such Non-
   Collateral Proceeds may, at the option of the Issuer, be applied to
   repay Indebtedness outstanding under the Revolving Credit Agreement or
   Existing Indebtedness;

        (ii) to the extent that such Net Proceeds are derived from
   property or assets of Parent which do not constitute Collateral or are
   Non-Collateral Proceeds, such Non-Collateral Proceeds may, at the
   option of Parent, be applied to repay outstanding Indebtedness of
   Parent; and 

        (iii)     with respect to any Net Proceeds derived from property
   or assets which constitute Collateral ("Collateral Proceeds") or
   derived from a transaction as a result of which a Subsidiary Guarantor
   is released from its Subsidiary Guarantee as provided in Article 12
   and which (pursuant to the provisions described below) are deemed to
   be Collateral Proceeds, and with respect to any Non-Collateral
   Proceeds remaining after application as described in subparagraphs (i)
   or (ii) above (all such Collateral Proceeds and amounts deemed to be
   Collateral Proceeds, together with any such remaining Non-Collateral
   Proceeds being hereinafter called, collectively, the "Available
   Amount"), such Available Amount shall, if the Issuer (or if Parent so
   elects, in the case of Net Proceeds derived from property or assets of
   Parent) so elects, be applied to make an investment in properties and
   assets constituting Permitted Businesses that replace the properties
   and assets that were the subject of such Asset Sale or in properties
   and assets that will constitute Permitted Businesses ("Replacement
   Assets"); provided that any Replacement Assets acquired with any such
   Collateral Proceeds or amounts deemed to constitute Collateral
   Proceeds (A) shall be owned by Parent, the Issuer or the Subsidiary
   Guarantor that made the Asset Sale and shall not be subject to any
   Liens except as expressly permitted by this Indenture and the
   Collateral Documents (and Parent, the Issuer or such Subsidiary
   Guarantor, as the case may be, shall execute and deliver to the
   Trustee such Collateral Documents or other instruments as shall be
   necessary to cause such Replacement Assets to become subject to a Lien
   in favor of the Trustee, for the benefit of the holders of the Notes,
   securing its obligations under the Notes or its Guarantee of the
   Notes, as the case may be, and otherwise shall comply with the
   provisions of this Indenture applicable to After-Acquired Property);
   and (B) shall not include any Excluded Assets.

   Any portion of the Available Amount that is not used as described in
subparagraph (i), (ii) or (iii) above within such 180 day period shall
constitute "Excess Proceeds" subject to disposition as provided below.  When
the aggregate amount of Excess Proceeds exceeds $5.0 million, the Issuer
will be required to make an Asset Sale Offer to purchase the maximum
principal amount of Notes that may be purchased out of the Excess Proceeds,
at an offer price in cash in an amount equal to 100% of the principal amount
thereof plus accrued and unpaid interest and Liquidated Damages thereon, if
any, to the date of purchase, in accordance with the procedures set forth
in Section 3.09.  The Issuer may make an Asset Sale Offer at any time Excess
Proceeds do not exceed $5.0 million.  To the extent that the aggregate
amount of Notes tendered pursuant to an Asset Sale Offer is less than the
Excess Proceeds, the Issuer (or Parent, to the extent that Excess Proceeds
are derived from the sale of property or assets of Parent) may use any
remaining Excess Proceeds for general corporate purposes.  If the aggregate
principal amount of Notes surrendered by Holders thereof exceeds the amount
of Excess Proceeds, the Trustee shall select the Notes to be purchased on
a pro rata basis.  Upon completion of such offer to purchase, the amount of
Excess Proceeds shall be reset at zero.

Section 4.11.     Transactions with Affiliates.
                  -----------------------------
   Neither Parent nor the Issuer will, and neither will permit any of its
Restricted Subsidiaries to, make any payment to, or sell, lease, transfer
or otherwise dispose of any of its properties or assets to, or purchase any
property or assets from, or enter into or make or amend any transaction,
contract, agreement, understanding, loan, advance or guarantee with, or for
the benefit of, any Affiliate (each of the foregoing, an "Affiliate
Transaction"), unless (i) such Affiliate Transaction is on terms that are
no less favorable to Parent, the Issuer or the relevant Restricted
Subsidiary than those that would have been obtained in a comparable
transaction by Parent, the Issuer or such Restricted Subsidiary with an
unrelated Person and (ii) Parent or the Issuer, as applicable, delivers to
the Trustee (a) with respect to any Affiliate Transaction or series of
related Affiliate Transactions involving aggregate consideration in excess
of $1.0 million, a resolution of the Board of Directors set forth in an
Officers' Certificate certifying that such Affiliate Transaction complies
with clause (i) above and that such Affiliate Transaction has been approved
by a majority of the disinterested members of the Board of Directors and (b)
with respect to any Affiliate Transaction or series of related Affiliate
Transactions involving aggregate consideration in excess of $5.0 million,
an opinion as to the fairness to the Holders of such Affiliate Transaction
from a financial point of view issued by an accounting, appraisal or
investment banking firm of national standing; provided that (w) any
employment agreement entered into by Parent, the Issuer or any of their
Restricted Subsidiaries in the ordinary course of business and consistent
with the past practice of Parent, the Issuer or such Restricted Subsidiary,
(x) transactions between or among the Issuer and/or its Restricted
Subsidiaries, (y) Restricted Payments that are permitted by Section 4.07
shall not be deemed Affiliate Transactions.

Section 4.12.     Liens.
                  -----
   Parent and Issuer will not, and neither Parent nor the Issuer will
permit any of its Restricted Subsidiaries to, directly or indirectly,
create, incur, assume or suffer to exist any Lien on any asset now owned or
hereafter acquired, or any income or profits therefrom or assign or convey
any right to receive income therefrom, except Permitted Liens.

Section 4.13.     Line of Business.
                  -----------------
   Parent and the Issuer will not, and will not permit any Restricted
Subsidiary to, engage in any business other than Permitted Businesses,
except to such extent as would not be material to the Issuer and its
Subsidiaries taken as a whole.

Section 4.14.     Corporate Existence.
                  --------------------
   Subject to Article 5 hereof, the Issuer shall do or cause to be done
all things necessary to preserve and keep in full force and effect (i) its
corporate existence, and the corporate, partnership or other existence of
each of its Subsidiaries, in accordance with the respective organizational
documents (as the same may be amended from time to time) of the Issuer or
any such Subsidiary and (ii) the rights (charter and statutory), licenses
and franchises of the Issuer and its Subsidiaries; provided, however, that
the Issuer shall not be required to preserve any such right, license or
franchise, or the corporate, partnership or other existence of any of its
Subsidiaries, if the Board of Directors shall determine that the
preservation thereof is no longer desirable in the conduct of the business
of the Issuer and its Subsidiaries, taken as a whole, and that the loss
thereof is not adverse in any material respect to the Holders of the Notes.

Section 4.15.     Offer to Repurchase Upon Change of Control.
                  -------------------------------------------
   Upon the occurrence of a Change of Control, each Holder of Notes will
have the right to require the Issuer to repurchase all or any part (equal
to $1,000 or an integral multiple thereof) of such Holder's Notes pursuant
to the offer described below (the "Change of Control Offer") at an offer
price in cash equal to 101% of the aggregate principal amount thereof plus
accrued and unpaid interest and Liquidated Damages, if any, thereon to the
date of purchase (the "Change of Control Payment").  Within 10 days
following any Change of Control, the Issuer will mail a notice to each
Holder describing the transaction or transactions that constitute the Change
of Control and offering to repurchase Notes pursuant to the procedures
required by Article 3 hereof and described in such notice. The Issuer will
comply with the requirements of Rule 14e-1 under the Exchange Act and any
other securities laws and regulations thereunder to the extent such laws and
regulations are applicable in connection with the repurchase of the Notes
as a result of a Change of Control.

   The Change of Control Offer will remain open for a period of 20
Business Days following its commencement and no longer, except to the extent
that a longer period is required by applicable law (the "Change of Control
Offer Period"). No later than five Business Days after the termination of
the Change of Control Offer Period (the "Change of Control Purchase Date"),
the Issuer will purchase all Notes tendered in response to the Change of
Control Offer. Payment for any Notes so purchased will be made in the same
manner as interest payments are made.  If the Change of Control Purchase
Date is on or after an interest record date and on or before the related
interest payment date, any accrued and unpaid interest will be paid to the
Person in whose name a Note is registered at the close of business on such
record date, and no additional interest will be payable to Holders who
tender Notes pursuant to the Change of Control Offer.

   On the Change of Control Payment Date, the Issuer will, to the extent
lawful, (a) accept for payment all Notes or portions thereof properly
tendered pursuant to the Change of Control Offer, (b) deposit with the
Paying Agent an amount equal to the Change of Control Payment in respect of
all Notes or portions thereof so tendered and (c) deliver or cause to be
delivered to the Trustee the Notes so accepted together with an Officers'
Certificate stating the aggregate principal amount of Notes or portions
thereof being purchased by the Issuer. The Paying Agent will promptly mail
to each Holder of Notes so tendered the Change of Control Payment for such
Notes, and the Trustee will promptly authenticate and mail (or cause to be
transferred by book entry) to each Holder a new Note equal in principal
amount to any unpurchased portion of the Notes surrendered, if any; provided
that each such new Note will be in a principal amount of $1,000 or an
integral multiple thereof. The Issuer will publicly announce the results of
the Change of Control Offer on or as soon as practicable after the Change
of Control Payment Date.

Section 4.16 Additional Subsidiary Guarantees.
             --------------------------------
   (a)  Parent will not create any Subsidiaries or own Capital Stock in
any corporation other than the Issuer, PSWR-I, Southwest Fruit Growers,
L.P., Pacific Packing, Inc., Pacific Real Estate, Inc. and Rancho Cadiz
Mutual Water Company.  After the Issue Date, Parent will take all necessary
action to dissolve, liquidate or merge into Parent each of the foregoing
subsidiaries, except Southwest Fruit Growers, L.P. and Rancho Cadiz Mutual
Water Company.

   (b)  The Issuer will not, and will not permit any of the Subsidiary
Guarantors to, acquire or otherwise make any Investment in any Subsidiary
that is not a Subsidiary Guarantor unless either (i) such Investment is
permitted by Section 4.07 or (ii) such Subsidiary executes a Subsidiary
Guarantee, becomes a party to the Security Agreement and the Issuer Pledge
Agreement and delivers an opinion of counsel in accordance with the provi-
sions of this Indenture and the certificates representing the capital stock
of such Subsidiary are delivered to the Trustee in accordance with the terms
of the Issuer Pledge Agreement.

Section 4.17 Sale and Leaseback Transactions.
              ------------------------------
   Parent and the Issuer will not, and neither Parent nor the Issuer will
permit any of its Restricted Subsidiaries to, enter into any sale and
leaseback transaction; provided that Parent or the Issuer may enter into a
sale and leaseback transaction if (i) Parent or the Issuer could have
(a) incurred Indebtedness in an amount equal to the Attributable Debt
relating to such sale and leaseback transaction pursuant to the Fixed Charge
Coverage Ratio test set forth in the Section 4.09(a) and (b) incurred a Lien
to secure such Indebtedness pursuant to Section 4.12, (ii) the gross cash
proceeds of such sale and leaseback transaction are at least equal to the
fair market value (as determined in good faith by the Board of Directors and
set forth in an Officers' Certificate delivered to the Trustee) of the
property that is the subject of such sale and leaseback transaction, and
(iii) the transfer of assets in such sale and leaseback transaction is
permitted by, and Parent or the Issuer applies the proceeds of such
transaction in compliance with, Section 4.10.

Section 4.18   Limitation on Issuances and Sales of Capital Stock of 
               Wholly Owned-Subsidiaries.
               -----------------------------------------------------
   Parent and the Issuer (i) will not, and will not permit any Wholly
Owned Subsidiary to, transfer, convey, sell, lease or otherwise dispose of
any Capital Stock of any Wholly Owned Subsidiary to any Person (other than
Parent, the Issuer or a Wholly Owned Subsidiary of Parent or the Issuer),
unless (a) such transfer, conveyance, sale, lease or other disposition is
of all the Capital Stock of such Wholly Owned Subsidiary and (b) the cash
Net Proceeds from such transfer, conveyance, sale, lease or other
disposition are applied in accordance with Section 4.10 and (ii) will not
permit any Wholly Owned Subsidiary to issue any of its Equity Interests
(other than, if necessary, shares of its Capital Stock constituting
directors' qualifying shares) to any Person other than to Parent, the Issuer
or a Wholly Owned Subsidiary of Parent or the Issuer.

Section 4.19 Advances.
             --------
   (a)  All advances to Restricted Subsidiaries made by Parent or the
Issuer from time to time after the Issue Date will be evidenced by unsecured
Subsidiary Intercompany Notes in favor of Parent or the Issuer,
respectively, that will be pledged to the Trustee pursuant to the applicable
Collateral Documents as Collateral to secure the Notes.  

   (b)  All advances by the Issuer to any Restricted Subsidiary
outstanding on the Issue Date will be evidenced by an unsecured Subsidiary
Intercompany Note that will be pledged to the Trustee pursuant to the
applicable Collateral Documents as Collateral for the Notes.  Each
Subsidiary Intercompany Note will be payable upon demand and will bear
interest at the same rate as the Notes.  A form of Subsidiary Intercompany
Note is attached as Annex B hereto.

Section 4.20 Collateral Documents.
              --------------------
   No later than the Issue Date, Parent shall execute the Parent Pledge
Agreement, the Issuer shall, and shall cause each Subsidiary Guarantor to,
execute the Issuer Pledge Agreement and the Security Agreement, and the
Issuer shall execute the Deed of Trust.  Each Holder, by accepting a Note,
agrees to all of the terms and provisions of each Collateral Document, as
the same may be amended from time to time pursuant to the provisions hereof
and thereof, and authorizes the Trustee to execute each Collateral Document
on behalf of such Holder.

Section 4.21 Impairment of Security Interests.
              ------------------------------
   (a)  Parent and the Issuer will not, and neither Parent nor the Issuer
will permit any of its Restricted Subsidiaries to, take or omit to take any
action which action or omission could reasonably be expected to have the
result of adversely affecting or impairing the Lien in favor of the Trustee
for the benefit of the holders of the Notes, in the Collateral.

   (b)  Parent and the Issuer will not, and neither Parent nor the Issuer
will permit any of its Restricted Subsidiaries to, grant to any person
(other than the Trustee for the benefit of the holders of the Notes) any
interest whatsoever in the Collateral except as expressly permitted by this
Indenture and the Collateral Documents.

Section 4.22 Payments for Consent.
             ---------------------
   Neither Parent, the Issuer nor any of the Subsidiaries will, directly
or indirectly, pay or cause to be paid any consideration, whether by way of
interest, fee or otherwise, to any Holder of any Notes for or as an
inducement to any consent, waiver or amendment of any of the terms or
provisions of this Indenture or the Notes unless such consideration is
offered to be paid or is paid to all Holders of the Notes that consent,
waive or agree to amend in the time frame set forth in the solicitation
documents relating to such consent, waiver or agreement.

Section 4.23 Maintenance of Properties and Insurance.
             ---------------------------------------
   Each of the Issuer and the Guarantors shall maintain all properties
used in the conduct of their respective businesses in good condition, repair
and working order (ordinary wear and tear excepted) and supplied with all
necessary equipment and shall cause to be made all necessary repairs,
renewals, replacements, betterments and improvements thereof, all as in its
judgment may be necessary, so that the business carried on in connection
therewith may be properly conducted at all times; provided, however, that,
subject to the provisions of the Collateral Documents, nothing in this
Section 4.23 shall prevent the Issuer or any Guarantor from discontinuing
the 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
Issuer or such Guarantor (as evidenced by a Board Resolution of the Board
of Directors of the Issuer or such Guarantor, as the case may be, if the
fair market value of such properties is greater than $1,000,000 per asset
or set of related assets), desirable in the conduct of the business of the
Issuer or such Guarantor, and, in each case, will not be materially adverse
to the Holders.

   Each of the Issuer and the Guarantors shall provide or cause to be
provided for itself and each of its Subsidiaries, insurance (including
appropriate self-insurance consistent with the extent self-insurance
generally is utilized by companies in the same line of business) against
loss or damage of the kinds that, in the reasonable, good faith opinion of
the Issuer or such Guarantor, as the case may be, are adequate and
appropriate for the conduct of the business of the Issuer and each Guarantor
in a prudent manner, with reputable insurers or with the government of the
United States of America or an agency or instrumentality thereof, in such
amounts, with such deductibles, and by such methods as shall be customary,
in the reasonable, good faith opinion of the Issuer or such Guarantor and
adequate and appropriate for the conduct of the business of the Issuer and
each of the Guarantors, in a prudent manner.


                              ARTICLE 5
                             SUCCESSORS

Section 5.01.     Merger, Consolidation, or Sale of Assets.
                  -----------------------------------------
   The Issuer may not consolidate or merge with or into (whether or not
the Issuer is the surviving corporation), or sell, assign, transfer, lease,
convey or otherwise dispose of all or substantially all of its properties
or assets in one or more related transactions, to another corporation,
Person or entity unless: (i) the Issuer is the surviving corporation or the
entity or the Person formed by or surviving any such consolidation or merger
(if other than the Issuer) or to which such sale, assignment, transfer,
lease, conveyance or other disposition shall have been made (such surviving
corporation or transferee Person, the "Surviving Entity") is a corporation
organized or existing under the laws of the United States, any state thereof
or the District of Columbia; (ii) the Surviving Entity assumes all the
obligations of the Issuer under the Notes, this Indenture and the Collateral
Documents pursuant to a supplemental indenture and other documents in form
reasonably satisfactory to the Trustee; (iii) the Surviving Entity causes
such amendments, supplements or other instruments to be filed and recorded
in such jurisdictions as may be required by applicable law to preserve and
protect the Lien of the Collateral Documents on the Collateral owned by or
transferred to the Surviving Entity, together with such financing statements
as may be required to perfect any security interests in such Collateral
which may be perfected by the filing of a financing statement under the
Uniform Commercial Code of the relevant states); (iv) the Collateral owned
by or transferred to the Surviving Entity shall (A) continue to constitute
Collateral under this Indenture and the Collateral Documents, (B) shall be
subject to the Lien in favor of the Trustee for the benefit of the holders
of the Notes and (C) shall not be subject to any Lien other than Liens
expressly permitted by this Indenture and the Collateral Documents; (v) the
property and assets of the person which is merged or consolidated with or
into such company, to the extent that they are property or assets of the
types which would constitute Collateral under the Collateral Documents shall
be treated as After-Acquired Property and the Surviving Entity shall take
such action as may be necessary to cause such property and assets to be made
subject to the Lien of the Collateral Documents in the manner and to the
extent required by this Indenture; (vi) immediately after such transaction
no Default or Event of Default exists; and (vii) except in the case of a
merger of the Issuer with or into a Wholly Owned Subsidiary of the Issuer,
the Surviving Entity (A) will have Consolidated Net Worth immediately after
the transaction equal to or greater than the Consolidated Net Worth of the
Issuer immediately preceding the transaction and (B) will, at the time of
such transaction and after giving pro forma effect thereto as if such
transaction had occurred at the beginning of the applicable four-quarter
period, be permitted to incur at least $1.00 of additional Indebtedness
pursuant to the Fixed Charge Coverage Ratio test set forth in Section
4.09(a).

Section 5.02.     Successor Corporation Substituted.
                  ----------------------------------
   Upon any consolidation or merger, or any sale, assignment, transfer,
lease, conveyance or other disposition of all or substantially all of the
assets of the Issuer in accordance with Section 5.01 hereof, the successor
corporation formed by such consolidation or into or with which the Issuer
is merged or to which such sale, assignment, transfer, lease, conveyance or
other disposition is made shall succeed to, and be substituted for (so that
from and after the date of such consolidation, merger, sale, lease,
conveyance or other disposition, the provisions of this Indenture referring
to the "Issuer" shall refer instead to the successor corporation and not to
the Issuer), and may exercise every right and power of the Issuer under this
Indenture with the same effect as if such successor Person had been named
as the Issuer herein; provided, however, that the predecessor Issuer shall
not be relieved from the obligation to pay the principal of and interest on
the Notes except in the case of a sale of all of the Issuer's assets that
meets the requirements of Section 5.01 hereof.


                             ARTICLE 6 
                       DEFAULTS AND REMEDIES 

Section 6.01.     Events of Default.
                  ------------------
   An "Event of Default" occurs if: 

        (a) the Issuer defaults in the payment when due of interest on,
   or Liquidated Damages with respect to, the Notes and such default
   continues for a period of 30 days; 

        (b) the Issuer defaults in the payment when due of principal of
   or premium, if any, on the Notes when the same becomes due and payable
   at maturity, upon redemption (including in connection with an offer to
   purchase) or otherwise;

        (c) Parent or the Issuer fails to comply with any of the
   provisions of Section 4.07, 4.09, 4.10, 4.15 or 5.01 hereof;

        (d) Parent, the Issuer or any Subsidiary Guarantor fails to
   observe or perform any other covenant, representation, warranty or
   other agreement in this Indenture, the Notes, the Guarantees of the
   Notes, or the Collateral Documents for 30 days after notice to the
   Issuer by the Trustee or the Holders of at least 25% in principal
   amount of the Notes then outstanding;

        (e) a default occurs under any mortgage, indenture or instrument
   under which there may be issued or by which there may be secured or
   evidenced any Indebtedness for money borrowed by the Issuer or any of
   its Subsidiaries (or the payment of which is guaranteed by the Issuer
   or any of its Subsidiaries), whether such Indebtedness or guarantee
   now exists, or is created after the date of this Indenture, which
   default results in the acceleration of such Indebtedness prior to its
   express maturity and, in each case, the principal amount of such
   Indebtedness, together with the principal amount of any other such
   Indebtedness the maturity of which has been so accelerated, aggregates
   $5.0 million or more;

        (f) failure by Parent, the Issuer or any of their Subsidiaries
   or any group of Subsidiaries that, taken as a whole, would constitute
   a Significant Subsidiary to pay final judgments aggregating in excess
   of $5.0 million, which judgments are not paid, discharged or stayed
   for a period of 60 days; 

        (g) except as permitted by Article 12 hereof, (i) the Parent
   Guarantee or any Subsidiary Guarantee (A) is held in any judicial
   proceeding to be unenforceable or invalid or (B) ceases for any reason
   to be in full force and effect, or (ii) Parent or any Subsidiary
   Guarantor, or any Person acting on behalf of Parent or any Subsidiary
   Guarantor, disaffirms or denies its obligations under its Guarantee of
   the Notes;

        (h) Parent or the Issuer shall breach any material
   representation, warranty or agreement set forth in the Collateral
   Documents or any Collateral Document shall be held in any judicial
   proceeding to be unenforceable or invalid or shall cease for any
   reason to be in full force and effect;

        (i) Parent, the Issuer or any of the Significant Subsidiaries of
   Parent or Issuer or any group of Subsidiaries that, taken as a whole,
   would constitute a Significant Subsidiary pursuant to or within the
   meaning of Bankruptcy Law:

             (i)  commences a voluntary case,

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

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

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

             (v)  generally is not paying its debts as they become due;
        or

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

             (i)  is for relief against Parent, the Issuer or any of
        their Significant Subsidiaries or any group of Subsidiaries that,
        taken as a whole, would constitute a Significant Subsidiary in
        an involuntary case;

             (ii) appoints a Custodian of Parent, the Issuer or any of
        their Significant Subsidiaries or any group of Subsidiaries that,
        taken as a whole, would constitute a Significant Subsidiary or
        for all or substantially all of the property of Parent, the
        Issuer or any Significant Subsidiary or any group of Subsidiaries
        that, taken as a whole, would constitute a Significant
        Subsidiary; or 

             (iii) orders the liquidation of Parent, the Issuer or any
        Significant Subsidiary or any group of Subsidiaries that, taken
        as a whole, would constitute a Significant Subsidiary;

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

Section 6.02.     Acceleration.
                  ------------
   (a)  If any Event of Default (other than an Event of Default specified
in clause (i) or (j) of Section 6.01 hereof with respect to Parent, the
Issuer, any Significant Subsidiary or any group of Subsidiaries that, taken
as a whole, would constitute a Significant Subsidiary) occurs and is
continuing, the Trustee or the Holders of at least 25% in principal amount
of the then outstanding Notes may declare all the Notes to be due and
payable immediately.  Upon any such declaration, the Notes shall become due
and payable immediately.  Notwithstanding the foregoing, if an Event of
Default specified in clause (i) or (j) of Section 6.01 hereof occurs with
respect to Parent, the Issuer, any Significant Subsidiary or any group of
Subsidiaries that, taken as a whole, would constitute a Significant
Subsidiary, all outstanding Notes shall be due and payable immediately
without further action or notice.  The Holders of a majority in aggregate
principal amount of the then outstanding Notes by written notice to the
Trustee may on behalf of all of the Holders rescind an acceleration and its
consequences if the rescission would not conflict with any judgment or
decree and if all existing Events of Default (except nonpayment of
principal, interest or premium that has become due solely because of the
acceleration) have been cured or waived.

   (b)  In the case of any Event of Default occurring by reason of any
willful action (or inaction) taken (or not taken) by or on behalf of the
Issuer with the intention of avoiding payment of the premium that the Issuer
would have had to pay if the Issuer then had elected to redeem the Notes
pursuant to the provisions of Section 3.07, an equivalent premium shall also
become and be immediately due and payable to the extent permitted by law
upon the acceleration of the Notes.  If an Event of Default occurs prior to
April 15, 2001 by reason of any willful action (or inaction) taken (or not
taken) by or on behalf of the Issuer with the intention of avoiding the
prohibition on redemption of the Notes prior to April 15, 2001, then the
premium specified in Section 3.07 shall also become immediately due and
payable to the extent permitted by law upon the acceleration of the Notes.

Section 6.03.     Other Remedies.
                  --------------
   If an Event of Default occurs and is continuing, the Trustee may pursue
any available remedy to collect the payment of principal, premium, if any,
and 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.  A delay or
omission by the Trustee or any Holder of a Note in exercising any right or
remedy accruing upon an Event of Default shall not impair the right or
remedy or constitute a waiver of or acquiescence in the Event of Default. 
All remedies are cumulative to the extent permitted by law. 

Section 6.04.     Waiver of Past Defaults. 
                  -----------------------
   Holders of not less than a majority in aggregate principal amount of
the then outstanding Notes by notice to the Trustee may on behalf of the
Holders of all of the Notes waive an existing Default or Event of Default
and its consequences hereunder, except a continuing Default or Event of
Default in the payment of the principal of, premium and Liquidated Damages,
if any, or interest on, the Notes (including in connection with an offer to
purchase); provided, however, that the Holders of a majority in aggregate
principal amount of the then outstanding Notes may rescind an acceleration
and its consequences, including any related payment default that resulted
from such acceleration.  Upon any such waiver, such Default shall cease to
exist, and any Event of Default arising therefrom shall be deemed to have
been cured for every purpose of this Indenture; but no such waiver shall
extend to any subsequent or other Default or impair any right consequent
thereon.

Section 6.05.     Control by Majority.
                  --------------------
   Holders of a majority in principal amount of the then outstanding Notes
may direct the time, method and place of conducting any proceeding for
exercising any remedy available to the Trustee or exercising any trust or
power conferred on it.  However, the Trustee may refuse to follow any
direction that conflicts with law or this Indenture that the Trustee
determines may be unduly prejudicial to the rights of other Holders of Notes
or that may involve the Trustee in personal liability. 

Section 6.06.     Limitation on Suits. 
                  --------------------
   A Holder of a Note may pursue a remedy with respect to this Indenture
or the Notes only if: 

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

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

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

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

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

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

Section 6.07.     Rights of Holders of Notes to Receive Payment. 
                  -----------------------------------------------
   Notwithstanding any other provision of this Indenture, the right of any
Holder of a Note to receive payment of principal, premium and Liquidated
Damages, if any, and interest on the Note, on or after the respective due
dates expressed in the Note (including in connection with an offer to
purchase), or to bring suit for the enforcement of any such payment on or
after such respective dates, shall not be impaired or affected without the
consent of such Holder.

Section 6.08.     Collection Suit by Trustee.
                   --------------------------
   If an Event of Default specified in Section 6.01(a) or (b) occurs and
is continuing, the Trustee is authorized to recover judgment in its own name
and as trustee of an express trust against the Issuer for the whole amount
of principal of, premium and Liquidated Damages, if any, and interest
remaining unpaid on the Notes and interest on overdue principal and, to the
extent lawful, interest and such further amount as shall be sufficient to
cover the costs and expenses of collection, including the reasonable
compensation, expenses, disbursements and advances of the Trustee, its
agents and counsel. 

Section 6.09.     Trustee May File Proofs of Claim. 
                  ---------------------------------
   The Trustee is authorized to file such proofs of claim and other papers
or documents as may be necessary or advisable in order to have the claims
of the Trustee (including any claim for the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel)
and the Holders of the Notes allowed in any judicial proceedings relative
to the Issuer (or any other obligor upon the Notes), its creditors or its
property and shall be entitled and empowered to collect, receive and
distribute any money or other property payable or deliverable on any such
claims and any custodian in any such judicial proceeding is hereby
authorized by each Holder to make such payments to the Trustee, and in the
event that the Trustee shall consent to the making of such payments directly
to the Holders, to pay to the Trustee any amount due to it for the
reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 7.07 hereof.  To the extent that the payment of any such
compensation, expenses, disbursements and advances of the Trustee, its
agents and counsel, and any other amounts due the Trustee under Section 7.07
hereof out of the estate in any such proceeding, shall be denied for any
reason, payment of the same shall be secured by a Lien on, and shall be paid
out of, any and all distributions, dividends, money, securities and other
properties that the Holders may be entitled to receive in such proceeding
whether in liquidation or under any plan of reorganization or arrangement
or otherwise.  Nothing herein contained shall be deemed to authorize the
Trustee to authorize or consent to or accept or adopt on behalf of any
Holder any plan of reorganization, arrangement, adjustment or composition
affecting the Notes or the rights of any Holder, or to authorize the Trustee
to vote in respect of the claim of any Holder in any such proceeding.

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

        FIRST:  to the Trustee, its agents and attorneys for amounts due
under Section 7.07 hereof, including payment of all compensation, expense
and liabilities incurred, and all advances made, by the Trustee and the
costs and expenses of collection;

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

        THIRD:  to the Issuer or to such party as a court of competent
jurisdiction shall direct. 

   The Trustee may fix a record date and payment date for any payment to
Holders of Notes 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 a Trustee, a court in its discretion may require the filing by any
party litigant in the suit of an undertaking to pay the costs of the suit,
and the court in its discretion may assess reasonable costs, including
reasonable attorneys' fees, against any party litigant in the suit, having
due regard to the merits and good faith of the claims or defenses made by
the party litigant.  This Section does not apply to a suit by the Trustee,
a suit by a Holder of a Note pursuant to Section 6.07 hereof, or a suit by
Holders of more than 25% in principal amount of the then outstanding Notes.


                             ARTICLE 7 
                              TRUSTEE 

Section 7.01.     Duties of Trustee. 
                  -----------------
   (a)  If an Event of Default has occurred and is continuing, the
Trustee shall exercise such of the rights and powers vested in it by this
Indenture, and use the same degree of care and skill in its exercise, as a
prudent man would exercise or use under the circumstances in the conduct of
his own affairs.

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

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

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

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

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

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

        (iii)     the Trustee shall not be liable with respect to any
   action it takes or omits to take in good faith in accordance with a
   direction received by it pursuant to Section 6.05 hereof.

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

   (e)  No provision of this Indenture shall require the Trustee to
expend or risk its own funds or incur any liability.  The Trustee shall be
under no obligation to exercise any of its rights and powers under this
Indenture at the request or direction of any of the Holders, unless such
Holders shall have offered to the Trustee security and indemnity
satisfactory to it against any loss, costs, liabilities and expenses that
might be incurred by it in connection with such request or direction. 

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

Section 7.02.     Rights of Trustee. 
                  ------------------
   (a)  The Trustee may conclusively rely upon any document believed by
it to be genuine and to have been signed or presented by the proper Person. 
The Trustee need not investigate any fact or matter stated in the document. 

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

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

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

   (e)  Unless otherwise specifically provided in this Indenture, any
demand, request, direction or notice from the Issuer shall be sufficient if
signed by an Officer of the Issuer.

   (f)  The Trustee shall be under no obligation to exercise any of its
rights and powers under this Indenture at the request or direction of any
of the Holders, unless such Holders shall have offered to the Trustee
security and indemnity satisfactory to it against any loss, costs,
liabilities and expenses that might be incurred by it in connection with
such request or direction. 

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 Issuer or any
Affiliate of the Issuer with the same rights it would have if it were not
Trustee.  However, in the event that the Trustee acquires any conflicting
interest it must eliminate such conflict within 90 days, apply to the SEC
for permission to continue as trustee (in the event such conflict arises
after the consummation of the Exchange Offer or the effectiveness of any
Shelf Registration Statement filed pursuant to the Registration Rights
Agreement) or resign.  Any Agent may do the same with like rights and
duties.  The Trustee is also subject to Sections 7.10 and 7.11 hereof. 

Section 7.04.     Trustee's Disclaimer. 
                  ---------------------
   The Trustee shall not be responsible for and makes no representation
as to the validity or adequacy of this Indenture or the Notes, it shall not
be accountable for the Issuer's use of the proceeds from the Notes or any
money paid to the Issuer or upon the Issuer's direction under any provision
of this Indenture, it shall not be responsible for the use or application
of any money received by any Paying Agent other than the Trustee, and it
shall not be responsible for any statement or recital herein or any
statement in the Notes or any other document in connection with the sale of
the Notes or pursuant to this Indenture other than its certificate of
authentication. 

Section 7.05.     Notice of Defaults. 
                  -------------------
   If a Default or Event of Default occurs and is continuing and if it is
known to the Trustee, the Trustee shall mail to Holders of Notes a notice
of the Default or Event of Default within 90 days after it occurs.  Except
in the case of a Default or Event of Default in payment of principal of,
premium, if any, or interest on any Note, the Trustee may withhold the
notice if and so long as a committee of its Responsible Officers in good
faith determines that withholding the notice is in the interests of the
Holders of the Notes.

Section 7.06.     Reports by Trustee to Holders of the Notes.
                  ------------------------------------------
   Within 60 days after each May 15 beginning with the May 15 following
the date of this Indenture, and for so long as Notes remain outstanding, the
Trustee shall mail to the Holders of the Notes a brief report dated as of
such reporting date that complies with TIA Section 313(a) (but if no event
described in TIA Section 313(a) has occurred within the twelve months preceding
the reporting date, no report need be transmitted).  The Trustee also shall
comply with TIA Section 313(b)(2).  The Trustee shall also transmit by mail 
all reports as required by TIA Section 313(c). 

   A copy of each report at the time of its mailing to the Holders of
Notes shall be mailed to the Issuer and, if such report is prepared after
the consummation of the Exchange Offer or the effectiveness of any Shelf
Registration Statement filed pursuant to the provisions of the Registration
Rights Agreement, filed with the SEC and each stock exchange on which the
Notes are listed in accordance with TIA Section 313(d).  The Issuer shall 
promptly notify the Trustee when the Notes are listed on any stock exchange.

Section 7.07.     Compensation and Indemnity.
                  ---------------------------
   The Issuer shall pay to the Trustee from time to time reasonable
compensation for its acceptance of this Indenture and services hereunder. 
The Trustee's compensation shall not be limited by any law on compensation
of a trustee of an express trust.  The Issuer shall reimburse the Trustee
promptly upon request for all reasonable disbursements, advances and
expenses incurred or made by it in addition to the compensation for its
services.  Such expenses shall include the reasonable compensation,
disbursements and expenses of the Trustee's agents and counsel.

   The Issuer shall indemnify the Trustee against any and all losses,
liabilities or expenses incurred by it arising out of or in connection with
the acceptance or administration of its duties under this Indenture,
including the costs and expenses of enforcing this Indenture against the
Issuer (including this Section 7.07) and defending itself against any claim
(whether asserted by the Issuer or any Holder or any other person) or
liability in connection with the exercise or performance of any of its
powers or duties hereunder, except to the extent any such loss, liability
or expense may be attributable to its negligence or bad faith.  The Trustee
shall notify the Issuer promptly of any claim for which it may seek
indemnity.  Failure by the Trustee to so notify the Issuer shall not relieve
the Issuer of its obligations hereunder.  The Issuer shall defend the claim
and the Trustee shall cooperate in the defense.  The Trustee may have
separate counsel and the Issuer shall pay the reasonable fees and expenses
of such counsel.  The Issuer need not pay for any settlement made without
its consent, which consent shall not be unreasonably withheld or delayed. 

   The obligations of the Issuer under this Section 7.07 shall survive the
satisfaction and discharge of this Indenture.

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

   When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 6.01(i) or (j) hereof occurs, the expenses and
the compensation for the services (including the fees and expenses of its
agents and counsel) are intended to constitute expenses of administration
under any Bankruptcy Law.

Section 7.08.     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. 

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

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

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

   (c)  a Custodian or public officer takes charge of the Trustee or its
   property; or

   (d)  the Trustee becomes incapable of acting.

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

   If a successor Trustee does not take office within 60 days after the
retiring Trustee resigns or is removed, the retiring Trustee, the Issuer,
or the Holders of Notes of at least 25% in principal amount of the then
outstanding Notes may petition any court of competent jurisdiction for the
appointment of a successor Trustee.

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

   A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Issuer.  Thereupon, the
resignation or removal of the retiring Trustee shall become effective, and
the successor Trustee shall have all the rights, powers and duties of the
Trustee under this Indenture.  The successor Trustee shall mail a notice of
its succession to Holders of the Notes.  The retiring Trustee shall promptly
transfer all property held by it as Trustee to the successor Trustee,
provided all sums owing to the Trustee hereunder have been paid and subject
to the Lien provided for in Section 7.07 hereof.  Notwithstanding
replacement of the Trustee pursuant to this Section 7.08, the Issuer's
obligations under Section 7.07 hereof shall continue for the benefit of the
retiring Trustee. 

Section 7.09.     Successor Trustee by Merger, etc. 
                  --------------------------------
   If the Trustee consolidates, merges or converts into, or transfers all
or substantially all of its corporate trust business to, another
corporation, the successor corporation without any further act shall be the
successor Trustee. 

Section 7.10.     Eligibility; Disqualification. 
                  -----------------------------
   There shall at all times be a Trustee hereunder that is a corporation
organized and doing business under the laws of the United States of America
or of any state thereof that is authorized under such laws to exercise
corporate trustee power, that is subject to supervision or examination by
federal or state authorities and that has a combined capital and surplus of
at least $100 million as set forth in its most recent published annual
report of condition.

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

Section 7.11.     Preferential Collection of Claims Against Issuer.
                  ------------------------------------------------
   The Trustee is subject to TIA Section 311(a), excluding any creditor
relationship listed in TIA Section 311(b).  A Trustee who has resigned or been
removed shall be subject to TIA Section 311(a) to the extent indicated therein.

Section 7.12 Trustee Risk.
             ------------------
   None of the provisions contained in this Indenture shall require the
Trustee to expend or risk its own funds or otherwise incur personal
financial liability in the performance of any of its duties or in the
exercise of any of its rights or powers, if it shall have reasonable grounds
for believing that the repayment of such funds or liability is not
reasonably assured to it.  Whether or not expressly provided herein, every
provision of this Indenture relating to the conduct or affecting the
liability of or affording protection to the Trustee shall be subject to
Section 7.01 hereof and the requirements of the TIA.

Section 7.13 Appointment of Co-Trustee.
              -------------------------
   (a)  In case of litigation under this Indenture, and in particular in
case of the enforcement of any document or default, or in case the Trustee
deems that by reason of any present or future law of any jurisdiction it may
not exercise any of the powers, rights or remedies herein granted to the
Trustee or hold title to the properties in trust, as herein granted, or take
any other action which may be desirable or necessary in connection
therewith, it may be necessary that the Trustee appoint an additional
individual or institution as separate or co-trustee (the "Co-Trustee").

   (b)  The Trustee shall, upon the prior written consent of the Issuer,
which shall not be unreasonably withheld, appoint an additional individual
or institution as Co-Trustee.  The Co-Trustee shall deliver a written
acceptance of its appointment to the Issuer.  Thereupon, the Co-Trustee
shall have all the rights, powers and duties of the Trustee under this
Indenture.  The Trustee shall mail a notice of the appointment of the 
Co-Trustee to the Holders.

   (c)  In the event the Trustee appoints a Co-Trustee, each and every
remedy, power, right, claim, demand, cause of action and immunity expressed
or intended by this Indenture to be exercised by and vested in the Trustee,
but only to the extent necessary to enable such Co-Trustee to exercise such
powers, rights and remedies, and every covenant and obligation necessary to
the exercise thereof by such Co-Trustee shall run to and be enforceable by
either of them.

   If any written instrument is required by the separate Co-Trustee so
appointed by the Trustee for fuller and more certain vesting in and
confirming to him or it such rights, powers, trusts, duties and obligations,
any and all such instruments shall, on request, be executed, acknowledged
and delivered to the Issuer.  In the event of the death, incapacity,
resignation or removal of any Co-Trustee, all the powers, trusts, rights,
duties and obligations of such Co-Trustee, so far as permitted by law, shall
vest in and be exercised by the Trustee until the appointment of a new
trustee or successor to such Co-Trustee.


                              ARTICLE 8
              LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01.     Option to Effect Legal Defeasance or Covenant Defeasance. 
                  ---------------------------------------------------------
   The Issuer may, at the option of its Board of Directors evidenced by
a resolution set forth in an Officers' Certificate, at any time, elect to
have either Section 8.02 or 8.03 hereof be applied to all outstanding Notes
upon compliance with the conditions set forth below in this Article 8.

Section 8.02.     Legal Defeasance and Discharge. 
                   ------------------------------
   Upon the Issuer's exercise under Section 8.01 hereof of the option
applicable to this Section 8.02, the Issuer shall, subject to the
satisfaction of the conditions set forth in Section 8.04 hereof, be deemed
to have been discharged from its obligations with respect to all outstanding
Notes on the date the conditions set forth below are satisfied (hereinafter,
"Legal Defeasance").  For this purpose, Legal Defeasance means that the
Issuer shall be deemed to have paid and discharged the entire Indebtedness
represented by the outstanding Notes, which shall thereafter be deemed to
be "outstanding" only for the purposes of Section 8.05 hereof and the other
Sections of this Indenture referred to in (a) and (b) below, and to have
satisfied all its other obligations under such Notes and this Indenture (and
the Trustee, on demand of and at the expense of the Issuer, shall execute
proper instruments acknowledging the same), except for the following
provisions which shall survive until otherwise terminated or discharged
hereunder:  (a) the rights of Holders of outstanding Notes to receive solely
from the trust fund described in Section 8.04 hereof, and as more fully set
forth in such Section, payments in respect of the principal of, premium, if
any, and interest on such Notes when such payments are due, (b) the Issuer's
obligations with respect to such Notes under Article 2 and Section 4.02
hereof, (c) the rights, powers, trusts, duties and immunities of the Trustee
hereunder and the Issuer's obligations in connection therewith and (d) this
Article 8.  Subject to compliance with this Article 8, the Issuer may
exercise its option under this Section 8.02 notwithstanding the prior
exercise of its option under Section 8.03 hereof.

Section 8.03.     Covenant Defeasance.
                  --------------------
   Upon the Issuer's exercise under Section 8.01 hereof of the option
applicable to this Section 8.03, the Issuer shall, subject to the
satisfaction of the conditions set forth in Section 8.04 hereof, be released
from its obligations under the covenants contained in Sections 4.07, 4.08,
4.09, 4.10, 4.11, 4.12, 4.13 and 4.15 hereof with respect to the outstanding
Notes on and after the date the conditions set forth below are satisfied
(hereinafter, "Covenant Defeasance"), and the Notes shall thereafter be
deemed not "outstanding" for the purposes of any direction, waiver, consent
or declaration or act of Holders (and the consequences of any thereof) in
connection with such covenants, but shall continue to be deemed
"outstanding" for all other purposes hereunder (it being understood that
such Notes shall not be deemed outstanding for accounting purposes).  For
this purpose, Covenant Defeasance means that, with respect to the
outstanding Notes, the Issuer may omit to comply with and shall have no
liability in respect of any term, condition or limitation set forth in any
such covenant, whether directly or indirectly, by reason of any reference
elsewhere herein to any such covenant or by reason of any reference in any
such covenant to any other provision herein or in any other document and
such omission to comply shall not constitute a Default or an Event of
Default under Section 6.01 hereof, but, except as specified above, the
remainder of this Indenture and such Notes shall be unaffected thereby.  In
addition, upon the Issuer's exercise under Section 8.01 hereof of the option
applicable to this Section 8.03 hereof, subject to the satisfaction of the
conditions set forth in Section 8.04 hereof, Sections 6.01(c) through
6.01(f) hereof shall not constitute Events of Default.

Section 8.04.     Conditions to Legal or Covenant Defeasance.
                  ------------------------------------------
   The following shall be the conditions to the application of either
Section 8.02 or 8.03 hereof to the outstanding Notes:

   In order to exercise either Legal Defeasance or Covenant Defeasance:

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

        (b) in the case of an election under Section 8.02 hereof, the
   Issuer shall have delivered to the Trustee an Opinion of Counsel in
   the United States reasonably acceptable to the Trustee confirming that
   (A) the Issuer has received from, or there has been published by, the
   Internal Revenue Service a ruling or (B) since the date of this
   Indenture, there has been a change in the applicable federal income
   tax law, in either case to the effect that, and based thereon such
   Opinion of Counsel shall confirm that, the Holders of the outstanding
   Notes will not recognize income, gain or loss for federal income tax
   purposes as a result of such Legal Defeasance and will be subject to
   federal income tax on the same amounts, in the same manner and at the
   same times as would have been the case if such Legal Defeasance had
   not occurred;

        (c) in the case of an election under Section 8.03 hereof, the
   Issuer shall have delivered to the Trustee an Opinion of Counsel in
   the United States reasonably acceptable to the Trustee confirming that
   the Holders of the outstanding Notes will not recognize income, gain
   or loss for federal income tax purposes as a result of such Covenant
   Defeasance and will be subject to federal income tax on the same
   amounts, in the same manner and at the same times as would have been
   the case if such Covenant Defeasance had not occurred;

        (d) no Default or Event of Default shall have occurred and be
   continuing on the date of such deposit (other than a Default or Event
   of Default resulting from the incurrence of Indebtedness all or a
   portion of the proceeds of which will be used to defease the Notes
   pursuant to this Article 8 concurrently with such incurrence) or
   insofar as Sections 6.01(i) or 6.01(j) hereof is concerned, at any
   time in the period ending on the 91st day after the date of deposit;

        (e) such Legal Defeasance or Covenant Defeasance shall not result
   in a breach or violation of, or constitute a default under, any
   material agreement or instrument (other than this Indenture) to which
   the Issuer or any of its Subsidiaries is a party or by which the
   Issuer or any of its Subsidiaries is bound;

        (f) the Issuer shall have delivered to the Trustee an opinion of
   counsel to the effect that on the 91st day following the deposit, the
   trust funds will not be subject to the effect of any applicable
   bankruptcy, insolvency, reorganization or similar laws affecting
   creditors' rights generally;

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

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

Section 8.05.     Deposited Money and Government Securities to be 
                  Held in Trust; Other Miscellaneous Provisions.
                   ---------------------------------------------
   Subject to Section 8.06 hereof, all money and non-callable Government
Securities (including the proceeds thereof) deposited with the Trustee (or
other qualifying trustee, collectively for purposes of this Section 8.05,
the "Trustee") pursuant to Section 8.04 hereof in respect of the outstanding
Notes shall be held in trust and applied by the Trustee, in accordance with
the provisions of such Notes and this Indenture, to the payment, either
directly or through any Paying Agent (including the Issuer acting as Paying
Agent) as the Trustee may determine, to the Holders of such Notes of all
sums due and to become due thereon in respect of principal, premium, if any,
and interest, but such money need not be segregated from other funds except
to the extent required by law.

   The Issuer shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the cash or non-callable
Government Securities deposited pursuant to Section 8.04 hereof or the
principal and interest received in respect thereof other than any such tax,
fee or other charge which by law is for the account of the Holders of the
outstanding Notes.

   Anything in this Article 8 to the contrary notwithstanding, the Trustee
shall deliver or pay to the Issuer from time to time upon the request of the
Issuer any money or non-callable Government Securities held by it as
provided in Section 8.04 hereof which, in the opinion of a nationally
recognized firm of independent public accountants expressed in a written
certification thereof delivered to the Trustee (which may be the opinion
delivered under Section 8.04(a) hereof), are in excess of the amount thereof
that would then be required to be deposited to effect an equivalent Legal
Defeasance or Covenant Defeasance.

Section 8.06.     Repayment to Issuer.
                  -------------------
   Any money deposited with the Trustee or any Paying Agent, or then held
by the Issuer, in trust for the payment of the principal of, premium, if
any, or interest on any Note and remaining unclaimed for two years after
such principal, and premium, if any, or interest has become due and payable
shall be paid to the Issuer on its request or (if then held by the Issuer)
shall be discharged from such trust; and the Holder of such Note shall
thereafter, as a secured creditor, look only to the Issuer for payment
thereof, and all liability of the Trustee or such Paying Agent with respect
to such trust money, and all liability of the Issuer as trustee thereof,
shall thereupon cease; provided, however, that the Trustee or such Paying
Agent, before being required to make any such repayment, may at the expense
of the Issuer cause to be published once, in the New York Times and The Wall
Street Journal (national edition), notice that such money remains unclaimed
and that, after a date specified therein, which shall not be less than 30
days from the date of such notification or publication, any unclaimed
balance of such money then remaining will be repaid to the Issuer.

Section 8.07.     Reinstatement.
                  --------------
   If the Trustee or Paying Agent is unable to apply any United States
dollars or non-callable Government Securities in accordance with
Section 8.02 or 8.03 hereof, as the case may be, by reason of any order or
judgment of any court or governmental authority enjoining, restraining or
otherwise prohibiting such application, then the Issuer's obligations under
this Indenture and the Notes shall be revived and reinstated as though no
deposit had occurred pursuant to Section 8.02 or 8.03 hereof until such time
as the Trustee or Paying Agent is permitted to apply all such money in
accordance with Section 8.02 or 8.03 hereof, as the case may be; provided,
however, that, if the Issuer makes any payment of principal of, premium, if
any, or interest on any Note following the reinstatement of its obligations,
the Issuer shall be subrogated to the rights of the Holders of such Notes
to receive such payment from the money held by the Trustee or Paying Agent.


                             ARTICLE 9 
                  AMENDMENT, SUPPLEMENT AND WAIVER 

Section 9.01.     Without Consent of Holders of Notes.
                  -----------------------------------
   Notwithstanding Section 9.02 of this Indenture, the Issuer and the
Trustee may amend or supplement this Indenture, the Notes or the Collateral
Documents without the consent of any Holder of a Note:

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

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

   (c)  to provide for the assumption of the Issuer's obligations to the
Holders of the Notes in the case of a merger or consolidation pursuant to
Article 5 hereof;

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

   (e)  to comply with requirements of the SEC in order to effect or
maintain the qualification of this Indenture under the TIA.

   Upon the request of the Issuer accompanied by a resolution of its Board
of Directors authorizing the execution of any such amended or supplemental
Indenture, and upon receipt by the Trustee of the documents described in
Section 7.02 hereof, the Trustee shall join with the Issuer in the execution
of any amended or supplemental Indenture authorized or permitted by the
terms of this Indenture and to make any further appropriate agreements and
stipulations that may be therein contained, but the Trustee shall not be
obligated to enter into such amended or supplemental Indenture that affects
its own rights, duties or immunities under this Indenture or otherwise. 

   In addition to the foregoing, the Trustee may, without the consent of
any Holder, enter into an amendment to the Intercreditor Agreement or new
intercreditor agreement substantially in the form of the Intercreditor
Agreement attached as Exhibit D hereto; provided that such amendment or
replacement has no effect on the rights of Holders which is more adverse to
Holders than the effects of the Intercreditor Agreement.

Section 9.02.     With Consent of Holders of Notes.
                 ----------------------------------
   Except as provided below in this Section 9.02, the Issuer and the
Trustee may amend or supplement this Indenture (including Sections 3.09,
4.10 and 4.15 hereof), the Notes, the Guarantees of the Notes and the
Collateral Documents may be amended or supplemented with the consent of the
Holders of at least a majority in principal amount of the Notes then
outstanding (including consents obtained in connection with a purchase of,
tender offer or exchange offer for the Notes), and, subject to Sections 6.04
and 6.07 hereof, any existing Default or Event of Default (other than a
Default or Event of Default in the payment of the principal of, premium, if
any, or interest on the Notes, except a payment default resulting from an
acceleration that has been rescinded) or compliance with any provision of
this Indenture, the Notes or any Collateral Document may be waived with the
consent of the Holders of a majority in principal amount of the then
outstanding Notes (including consents obtained in connection with a purchase
of, tender offer or exchange offer for the Notes).

   Upon the request of the Issuer accompanied by a resolution of its Board
of Directors authorizing the execution of any such amended or supplemental
Indenture or amendment to Collateral Document, as the case may be, and upon
the filing with the Trustee of evidence satisfactory to the Trustee of the
consent of the Holders of Notes as aforesaid, and upon receipt by the
Trustee of the documents described in Section 7.02 hereof, the Trustee shall
join with the Issuer in the execution of such amended or supplemental
Indenture, or amended Collateral Document, as the case may be, unless such
amended or supplemental Indenture, or amendment to Collateral Document, as
the case may be, affects the Trustee's own rights, duties or immunities
under this Indenture or otherwise, in which case the Trustee may in its
discretion, but shall not be obligated to, enter into such amended or
supplemental Indenture, or amendment to Collateral Document, as the case may
be.

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

   After an amendment, supplement or waiver under this Section becomes
effective, the Issuer shall mail to the Holders of Notes affected thereby
a notice briefly describing the amendment, supplement or waiver.  Any
failure of the Issuer to mail such notice, or any defect therein, shall not,
however, in any way impair or affect the validity of any such amended or
supplemental Indenture or waiver.  Subject to Sections 6.04 and 6.07 hereof,
the Holders of a majority in aggregate principal amount of the Notes then
outstanding may waive compliance in a particular instance by the Issuer with
any provision of this Indenture, the Notes, the Guarantees of the Notes, or
any Collateral Document.  However, without the consent of each Holder
affected, an amendment or waiver may not (with respect to any Notes held by
a non-consenting Holder):

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

        (b) reduce the principal of or change the fixed maturity of any
   Note or alter or waive any of the provisions with respect to the
   redemption of the Notes, except as provided above with respect to
   Sections 3.09, 4.10 and 4.15 hereof;

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

        (d) waive a Default or Event of Default in the payment of
   principal of or premium, if any, or interest on the Notes (except a
   rescission of acceleration of the Notes by the Holders of at least a
   majority in aggregate principal amount of the then outstanding Notes
   and a waiver of the payment default that resulted from such
   acceleration);

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

        (f) make any change in the provisions of this Indenture, the
   Notes, the Guarantees of the Notes, or the Collateral Documents
   relating to waivers of past Defaults or the rights of Holders of Notes
   to receive payments of principal of or interest on the Notes; or

        (g) make any change in Section 6.04 or 6.07 hereof or in the
   foregoing amendment and waiver provisions.

Section 9.03.     Compliance with Trust Indenture Act.
                  ------------------------------------
   Every amendment or supplement to this Indenture or the Notes shall be
set forth in a amended or supplemental Indenture that complies with the TIA
as then in effect.

Section 9.04.     Revocation and Effect of Consents.
                 ----------------------------------
   Until an amendment, supplement or waiver becomes effective, a consent
to it by a Holder of a Note is a continuing consent by the Holder of a Note
and every subsequent Holder of a Note or portion of a Note that evidences
the same debt as the consenting Holder's Note, even if notation of the
consent is not made on any Note.  However, any such Holder of a Note or
subsequent Holder of a Note may revoke the consent as to its Note if the
Trustee receives written notice of revocation before the date the waiver,
supplement or amendment becomes effective.  An amendment, supplement or
waiver becomes effective in accordance with its terms and thereafter binds
every Holder.

Section 9.05.     Notation on or Exchange of Notes. 
                 ----------------------------------
   The Trustee may, as it deems appropriate, at the expense of the Issuer,
place an appropriate notation about an amendment, supplement or waiver on
any Note thereafter authenticated.  The Issuer in exchange for all Notes may
issue and the Trustee shall authenticate new Notes that reflect the
amendment, supplement or waiver.

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

Section 9.06.     Trustee to Sign Amendments, etc. 
                   ------------------------------
   The Trustee shall sign any amended or supplemental Indenture authorized
pursuant to this Article 9 if the amendment or supplement does not adversely
affect the rights, duties, liabilities or immunities of the Trustee.  The
Issuer may not sign an amendment or supplemental Indenture until the Board
of Directors approves it.  In executing any amended or supplemental
Indenture, the Trustee shall be entitled to receive and (subject to Section
7.01) shall be fully protected in relying upon, an Officer's Certificate and
an Opinion of Counsel stating that the execution of such amended or
supplemental indenture is authorized or permitted by this Indenture.

                             ARTICLE 10
                       COLLATERAL AND SECURITY

Section 10.01.    Collateral and Security Documents; Additional Collateral.
                  --------------------------------------------------------
   (a)  In order to secure the due and punctual payment of the principal
of and interest and Liquidated Damages, if any, on the Notes when and as the
same shall be due and payable, whether on an Interest Payment Date, at
maturity, on any Asset Sale Purchase Date or Change of Control Purchase
Date, or by acceleration, redemption or otherwise, and interest on the
overdue principal of and (to the extent permitted by law) interest, if any,
on the Notes and the performance of all other obligations of the Issuer and
the Guarantors to the Holders or the Trustee under this Indenture, the
Notes, the Guarantees of the Notes, and any other documents contemplated
hereby, as the case may be, the Issuer, the Guarantors and the Trustee have
simultaneously with the execution of this Indenture entered into the
Collateral Documents.  The Trustee, the Issuer and the Guarantors each
hereby agree that the Trustee holds its interest in the Collateral in trust
for the benefit of the Holders pursuant to the terms of the Collateral
Documents.

   (b)  Promptly upon the acquisition or receipt by the Issuer or any of
the Guarantors of property and assets (whether real, personal or mixed,
tangible or intangible, and including, without limitation, property and
assets acquired or received pursuant to a merger or consolidation of any
person or persons with or into the Issuer or a Guarantor, pursuant to an
Asset Sale, pursuant to a transaction as a result of which a Guarantor is
released as provided in Section 12.04, or pursuant to a transaction as a
result of which a person becomes a Guarantor as provided in Section 12.03),
of the type that constitutes or would constitute "Trust Property" (as
defined in the Collateral Documents) or Collateral (each such item of
property and each such asset so acquired or received being referred to
herein as "After-Acquired Property"),

        (i)  the Issuer or the applicable Guarantor, as the case may be,
and the Trustee will enter into such amendments or supplements to the
Collateral Documents or additional Deeds of Trust (in each case in
registerable or recordable form), and other Collateral Documents, and shall
cause such amendments, supplements, mortgages, and other Collateral
Documents to be filed and recorded in all such governmental offices, as
shall be necessary in order to grant and create a valid first priority Lien
on and security interest in such After-Acquired Property in favor of the
Trustee (subject to no prior Liens except as expressly permitted by this
Indenture and the Collateral Documents), shall cause appropriate financing
statements to be filed in such governmental offices as shall be necessary
in order to perfect any security interest in such After-Acquired Property
as to which a security interest may, under the Uniform Commercial Code of
the applicable jurisdiction, be perfected by the filing of a financing
statement and, if any such After-Acquired Property consists of stock
certificates, promissory notes or other property as to which, under the
relevant Uniform Commercial Code, a security interest may be perfected by
possession, deliver such certificates, promissory notes and other property,
together with stock powers or assignments duly endorsed in blank, to the
Trustee; and

        (ii) the Issuer or the applicable Guarantor, as the case may be,
shall also deliver to the Trustee the following:

        (x)  to the extent such After-Acquired Property consists of real
   property or a leasehold interest in real property, a title insurance
   policy or an endorsement to an existing title insurance policy, in the
   American Land Title Insurance Loan Policy Extended Coverage form, or
   its equivalent, and in an amount at least equal to the purchase price
   thereof (or, if such property was not purchased or such purchase price
   cannot be determined by the Issuer, the Fair Market Value thereof as
   determined by the Board of Directors of the Issuer and set forth in an
   Officers' Certificate delivered to the Trustee), in favor of the
   Trustee insuring that the Lien of the Collateral Documents or any
   additional Collateral Documents constitutes a valid and perfected
   first priority Lien, subject only to such Liens as are permitted by
   this Indenture and the applicable Collateral Document, on such real
   property or leasehold interest in an aggregate amount equal to the
   purchase price or the Fair Market Value, as applicable, of the real
   property or leasehold interest and containing such endorsements and
   other assurances of the type included in the title insurance policy
   delivered to the Trustee on the Issue Date with respect to the real
   property Collateral, together with an Officers' Certificate stating
   that any Liens or such real property or leasehold interest are Liens
   expressly permitted by this Indenture and the applicable Collateral
   Document;

        (y)  any Opinions of Counsel required pursuant to Section
        10.02(b) below; and

        (z)  evidence of payment of all filing fees, recording and
   registration charges, transfer taxes and other costs and expenses,
   including reasonable legal fees and disbursements of counsel for the
   Trustee (and any local counsel), that may be incurred to validly and
   effectively subject the After-Acquired Property to the Lien of any
   applicable Collateral Document and perfect such Lien; and

        (iii)     The Issuer shall deliver to the Trustee an Opinion of
Counsel and an Officers' Certificate to the effect that the documents that
have been or are therewith delivered to the Trustee pursuant to this Section
10.01(b) (including any amendments, supplements, mortgages, or other
Collateral Documents referred to in paragraph (i) above) conform to the
requirements of this Indenture.

   (c)  Each Holder, by accepting a Note, agrees to all the terms and
provisions of the Collateral Documents, including any additional Collateral
Documents described in paragraph (b) of this Section 10.01, as the same may
be amended or supplemented from time to time pursuant to the provisions of
the Collateral Documents (including such additional Collateral Documents)
and this Indenture.

Section 10.02.  Recording, Registration and Opinions.
                -----------------------------------
   (a)  The Issuer and the Guarantors shall take or cause to be taken all
action required to perfect, maintain, preserve and protect the Lien on and
security interest in the Collateral granted by the Collateral Documents
(subject only to Liens expressly permitted by this Indenture and the
Collateral Documents), including without limitation, the filing of financing
statements, continuation statements and any instruments of further
assurance, in such manner and in such places as may be required by law fully
to preserve and protect the rights of the Holders and the Trustee under this
Indenture and the Collateral Documents to all property comprising the
Collateral.  The Issuer and the Guarantors shall from time to time promptly
pay all financing and continuation statement recording, registration and/or
filing fees, charges and taxes relating to this Indenture and the Collateral
Documents, any amendments thereto and any other instruments of further
assurance required hereunder or pursuant to the Collateral Documents.  The
Trustee shall not be responsible for any failure to so register, file or
record.

   (b)  The Issuer shall furnish to the Trustee, promptly after the
execution and delivery of this Indenture, an Opinion of Counsel either (i)
substantially to the effect that, in the opinion of such counsel, this
Indenture and the grant of the Liens on and security interests in the
Collateral intended to be made by the Collateral Documents and all other
instruments of further assurance, including, without limitation, financing
statements, have been properly recorded and filed to the extent necessary
to record or register (as the case may be), and if applicable, to perfect
the Liens on and security interests in the Collateral created by the
Collateral Documents, to the extent that, in the case of perfection of
security interests, a security interest may be perfected by filing under the
Uniform Commercial Code of the applicable jurisdiction, and reciting the
details of such action, and stating that as to the Liens and security
interests created pursuant to the Collateral Documents, such recordings,
registrations and filings are the only recordings, registrations and filings
necessary to give notice thereof and that no re-recordings, re-registrations
or refilings are necessary to maintain such notice (other than as stated in
such opinion), or (ii) to the effect that, in the opinion of such counsel,
no such action is necessary to record or register such Liens or to perfect
such security interests.  The Issuer or the applicable Guarantor shall
furnish to the Trustee, at the time of execution and delivery of any
additional Collateral Documents or any amendments or supplements to existing
Collateral Documents, an Opinion of Counsel either substantially to the
effect set forth in clause (i) of the immediately preceding sentence (but
relating only to such additional Collateral Documents or any amendments or
supplements to existing Collateral Documents and the related After-Acquired
Property) or to the effect set forth in clause (ii) thereof, and to the
further effect that such additional Collateral Documents or amendments or
supplements to existing Collateral Documents, as the case may be, have been
duly authorized, executed and delivered by, and constitute the valid,
binding and enforceable obligations of the Issuer or the relevant Guarantor,
as the case may be, subject to customary exceptions.  In addition, promptly
after execution and delivery of this Indenture, the Issuer shall deliver the
opinion required by Section 314(b) of the TIA.

   (c)  The Issuer or the applicable Guarantor shall furnish to the
Trustee, at the time of execution and delivery of this Indenture, with
respect to each Deed of Trust, (i) a policy of title insurance (or a
commitment to issue such policy) insuring (or committing to insure) the Lien
of such Deed of Trust as a valid first mortgage Lien, subject only to Liens
permitted under this Indenture or such Deed of Trust on the real property
and fixtures described therein which policy (or commitment) shall (A) be
issued by a reputable title company, (B) include such reinsurance
arrangements, if any (with provisions for direct access), as shall be
customary in the same general area and for transactions of this type and
size, (C) have been supplemented by such endorsements as are customary in
the same general area and for transactions of this type and size (and, in
the case of any Deed of Trust executed after the Issue Date, endorsements
substantially identical to those included in the title policies for the then
existing Deeds of Trust) or, where such endorsements are not available at
commercially reasonable premium costs, opinion letters of reputable
architects or other reputable professionals (including endorsements or
opinion letters on matters relating to contiguity, first loss, and so-called
comprehensive coverage over covenants and restrictions, if available) and
(D) contain only such exceptions to title as shall be Permitted Liens (each,
a "Title Policy"), (ii) the aggregate amount of all such policies shall be
not less than the principal amount of the Notes and (iii) an Officers'
Certificate stating that such title insurance policies comply with the
requirements of this subsection (c).

   (d)  The Issuer shall furnish to the Trustee on April 15 in each year,
beginning with April 15, 1998, an Opinion of Counsel, dated as of such date,
which complies with Section 314(b)(2) of the TIA, either (i)(x) stating
that, in the opinion of such counsel, such action has been taken with
respect to the recording, registration, filing, re-recording,
re-registration and refiling of this Indenture and all supplemental
indentures, financing statements, continuation statements and other
documents as is necessary to maintain the Lien of the Collateral Documents
and reciting with respect to the Liens on and security interests in the
Collateral the details of such action or referring to prior Opinions of
Counsel in which such details are given, and (y) stating that, based on
relevant laws as in effect on the date of such Opinion of Counsel, all
financing statements, continuation statements and other documents have been
executed and filed that are necessary as of such date and during the
succeeding 24 months fully to maintain the Liens and security interests of
the Holders and the Trustee hereunder and under the Collateral Documents
with respect to the Collateral; provided that if there is a required filing
of a continuation statement within such 24 month period and such
continuation statement is not effective if filed at the time of the opinion,
such opinion may so state and in that case the Issuer shall cause a
continuation statement to be timely filed so as to maintain such Liens and
security interests and shall provide a further Opinion of Counsel to the
effect of this clause (i) upon the filing of the relevant continuation
statement; or (ii) stating that, in the opinion of such counsel, no such
action is necessary to maintain such Liens or security interests.

Section 10.03.  Release of Collateral.
                ----------------------

   (a)  The Trustee shall not at any time release Collateral from the
Liens created by this Indenture and the Collateral Documents unless such
release is in accordance with the provisions of this Indenture and the
Collateral Documents.

   (b)  Anything herein to the contrary notwithstanding, at any time when
an Event of Default shall have occurred and be continuing, no release of
Collateral pursuant to the provisions of this Indenture or the Collateral
Documents shall be effective as against the Holders.

   (c)  The release of any Collateral from the Lien of the Collateral
Documents shall not be deemed to impair the security under this Indenture
in contravention of the provisions hereof if and to the extent the
Collateral is released pursuant to this Indenture and the Collateral
Documents.  To the extent applicable, the Issuer shall cause TIA Section
314(d) relating to the release of property from the Lien of the Collateral
Documents and relating to the substitution therefor of any property to be
subjected to the Lien of the Collateral Documents to be complied with.  Any
certificate or opinion required by TIA Section 314(d) may be made by an
Officer of the Issuer, except in cases where TIA Section 314(d) requires
that such certificate or opinion be made by an independent person, which
person shall be an independent engineer, appraiser or other expert selected
or approved by the Trustee in the exercise of reasonable care.

Section 10.04.  Possession and Use of Collateral.
                --------------------------------
   Subject to and in accordance with the provisions of this Indenture and
the Collateral Documents, so long as no Event of Default shall have occurred
and be continuing, the Issuer and the Guarantors shall have the right to
remain in possession and retain exclusive control of and to exercise all
rights with respect to the Collateral (other than Trust Monies held by the
Trustee, other than monies or U.S. Government Obligations deposited pursuant
to Article 8, and other than as set forth in the Collateral Documents and
this Indenture), to operate, manage, develop, lease, use, consume and enjoy
the Collateral (other than Trust Monies held by the Trustee, other than
monies and U.S. Government Obligations deposited pursuant to Article 8 and
other than as set forth in the Collateral Documents and this Indenture), to
alter or repair any Collateral consisting of machinery or equipment so long
as such alterations and repairs do not diminish the value thereof or impair
the Lien of the Collateral Documents thereon and to collect, receive, use,
invest and dispose of the reversions, remainders, interest, rents, lease
payments, issues, profits, revenues, proceeds and other income thereof.

Section 10.05.  Specified Releases of Collateral.
                --------------------------------
   (a)  SATISFACTION AND DISCHARGE; DEFEASANCE.  The Issuer and the
Guarantors shall be entitled to obtain a full release of all of the
Collateral from the Liens of this Indenture and of the Collateral Documents
upon compliance with the conditions precedent set forth in Article 8 for
Legal Defeasance or Covenant Defeasance.  Upon delivery by the Issuer to the
Trustee of an Officers' Certificate and an Opinion of Counsel, each to the
effect that such conditions precedent have been complied with (and which may
be the same Officers' Certificate and Opinion of Counsel required by Article
8), together with such documentation, if any, as may be required by the TIA
(including, without limitation, Section 314(d) of the TIA) prior to the
release of such Collateral, the Trustee shall forthwith take all necessary
action (at the request of and the expense of the Issuer) to release and
reconvey to the Issuer and the applicable Guarantors without recourse all
of the Collateral, and shall deliver such Collateral in its possession to
the Issuer and the applicable Guarantors including, without limitation, the
execution and delivery of releases and satisfactions wherever required.

   (b)  DISPOSITIONS OF COLLATERAL PERMITTED BY SECTION 4.10.  The Issuer
and the Guarantors, as the case may be, shall be entitled to obtain a
release of, and the Trustee shall release, items of Collateral (the
"Released Interests") subject to an Asset Sale upon compliance with the
conditions precedent that the Issuer shall have delivered to the Trustee the
following:

        (i)  A Company Order requesting release of Released Interests (a
   "Company Order"), such Company Order (A) specifically describing the
   proposed Released Interests, (B) specifying the Fair Market Value of
   such Released Interests on a date within 60 days of the Company Order
   (the "Valuation Date"), (C) stating that the consideration to be
   received is at least equal to the Fair Market Value of the Released
   Interests, (D) stating that the release of such Released Interests
   will not impair the value of the remaining Collateral or interfere
   with or impede the Trustee's ability to realize the value of the
   remaining Collateral and will not impair the maintenance and operation
   of the remaining Collateral, (E) confirming the sale of, or an
   agreement to sell, such Released Interests in a bona fide sale to a
   person that is not an Affiliate of the Issuer or, in the event that
   such sale is to a person that is such an Affiliate, confirming that
   such sale is being made in accordance with Section 4.11, (F)
   certifying that such Asset Sale complies with the terms and conditions
   of this Indenture, including, without limitation, Section 4.10 hereof
   and (G) in the event that there is to be a substitution of property
   for the Collateral subject to the Asset Sale, specifying the property
   intended to be substituted for the Collateral to be disposed of;

        (ii) An Officers' Certificate certifying that (A) such sale
   covers only the Released Interests and/or property which is not
   Collateral and complies with the terms and conditions of this
   Indenture, including, without limitation, Section 4.10 hereof, (B) all
   Collateral Proceeds from the sale of any of the Released Interests
   will be deposited in the Collateral Account, and all Net Proceeds from
   the sale of any of the Released Interests (and any other property
   which is not Collateral) will be applied pursuant to Section 4.10, (C)
   there is not and will not be a Default or Event of Default in effect
   or continuing on the date thereof, the Valuation Date or the date of
   such Asset Sale, (D) the release of the Collateral will not result in
   a Default or Event of Default hereunder and (E) all conditions
   precedent to such release have been complied with;

        (iii)     All documentation required by the TIA (including,
   without limitation, Section 314(d) of the TIA), if any, prior to the
   release of Collateral by the Trustee, and, in the event there is to be
   a substitution of property for the Collateral subject to the Asset
   Sale, all documentation required by the TIA to effect the substitution
   of such new Collateral and to subject such new Collateral to the Lien
   of the relevant Collateral Documents, and all documents required by
   Section 10.01 hereof; and

        (iv) An Opinion of Counsel stating that the documents that have
   been or are therewith delivered to the Trustee in connection with such
   release conform to the requirements of this Indenture and that all
   conditions precedent herein provided for relating to such release have
   been complied with.

   Upon compliance by the Issuer with the conditions precedent set forth
above, the Trustee shall cause to be released and reconveyed to the Issuer
or the applicable Guarantor the Released Interest without recourse by
executing a release in the form provided by the Issuer or the applicable
Guarantor.

   (c)  EMINENT DOMAIN, EXPROPRIATION AND OTHER GOVERNMENTAL TAKINGS. 
The Issuer and the Guarantors, as the case may be, shall be entitled to
obtain a release of, and the Trustee shall release, items of Collateral
taken by eminent domain or expropriation or sold pursuant to the exercise
by the United States of America or any State, municipality, province or
other governmental authority thereof of any right which it may then have to
purchase, or to designate a purchaser or to order a sale of, all or any part
of the Collateral, upon compliance with the conditions precedent that the
Issuer shall have delivered to the Trustee the following:

        (i)  An Officers' Certificate of the Issuer certifying that (A)
   such Collateral has been taken by eminent domain or expropriation and
   the amount of the award therefor, or that such property has been sold
   pursuant to a right vested in the United States of America, or a
   State, municipality, province or other governmental authority thereof
   to purchase, or to designate a purchaser, or order a sale of such
   Collateral and the amount of the proceeds of such sale, and (B) all
   conditions precedent to such release have been complied with;

        (ii) Cash equal to the amount of the award for such property or
   the proceeds of such sale, shall be deposited with the Trustee in the
   Collateral Account and held as Trust Monies subject to the disposition
   thereof pursuant to Article 11 hereof; and

        (iv) All documentation required by the TIA (including, without
   limitation, Section 314(d) of the TIA), if any, prior to the release
   of Collateral by the Trustee.

   Upon compliance by the Issuer with the conditions precedent set forth
above, the Trustee shall cause to be released and reconveyed to the Issuer
or the applicable Guarantor without recourse the aforementioned items of
Collateral by executing a release in the form provided by the Issuer or the
applicable Guarantor.

   (d)  RELEASED PROPERTY.  So long as no Default or Event of Default
shall have occurred and be continuing or would result therefrom, the Issuer
(acting on behalf of itself or any Guarantor) shall be entitled to obtain
a release of, and the Trustee shall release, Collateral (other than Trust
Monies and other than monies and U.S. Government Obligations deposited
pursuant to Article 8) specified by the Issuer ("Released Property")
provided (i) the Fair Market Value of the Released Property in any single
transaction, or series of related transactions, shall not exceed $100,000,
and (ii) prior to granting such release, the Issuer shall provide the
Trustee with the following:

        (i)  A Company Order requesting release of Released Property,
   such Company Order (A) specifically describing the proposed Released
   Property, (B) specifying the Fair Market Value of such Released
   Property on a date within 60 days of the Company Order, (C) stating
   that the release of such Released Property will not interfere with or
   impede the Trustee's ability to realize the value of the remaining
   Collateral and will not impair the maintenance and operation of the
   remaining Collateral and (D) stating that the Fair Market Value of
   such Released Property does not exceed $100,000;

        (ii) An Officers' Certificate certifying that no Default or
   Event of Default has occurred and is continuing or will occur as a
   result of the release of the Released Property, and all conditions
   precedent to such release have been complied with; and

        (iii)     All documentation required by the TIA (including,
   without limitation, Section 314(d) of the TIA), if any, prior to the
   release of the Released Property by the Trustee.

   Upon compliance by the Issuer with the conditions precedent set forth
above, the Trustee shall cause to be released and reconveyed to the Issuer
without recourse the aforementioned items of Collateral by executing a
release in the form provided by the Issuer.

Section 10.06.    Disposition of Collateral Without Release.
                  -----------------------------------------
   Notwithstanding the provisions of Section 10.05, so long as no Default
or Event of Default shall have occurred and be continuing or would result
therefrom, the Issuer and the Guarantors may, without any prior release or
consent by the Trustee, conduct ordinary course activities in respect of the
Collateral which do not individually or in the aggregate adversely affect
the value of the Collateral, including selling or otherwise disposing of,
in any single transaction or series of related transactions, any property
subject to the Lien of this Indenture or the Collateral Documents which has
become worn out or obsolete and which either has an aggregate Fair Market
Value of $100,000 or less or which is replaced by property of substantially
equivalent or greater value which becomes subject to the Lien of the
Collateral Documents as After-Acquired Property; abandoning, terminating,
cancelling, releasing or making alterations in or substitutions of any
leases or contracts subject to the Lien of this Indenture or any of the
Collateral Documents; surrendering or modifying any franchise, license or
permit subject to the Lien of this Indenture or any of the Collateral
Documents which it may own or under which it may be operating; altering,
repairing, replacing, changing the location or position of and adding to its
structures, machinery, systems, equipment, fixtures, and appurtenances,
provided, however, that no change in the location of any such Collateral
subject to the Lien of any of the Collateral Documents shall be made which
(1) removes such property into a jurisdiction in which any instrument
required by law to preserve the Lien of any of the Collateral Documents on
such property, including all necessary financing statements and continuation
statements, has not been recorded, registered or filed in the manner
required by law to preserve the Lien of and security interest in any of the
Collateral Documents on such property, (2) does not comply with the terms
of this Indenture and the Collateral Documents or (3) otherwise impairs the
Lien of the Collateral Documents; demolishing, dismantling, tearing down or
scrapping any Collateral or abandoning any thereof if, in the good faith
opinion of the Board of Directors of the Issuer (as evidenced by a Board
Resolution delivered to the Trustee if it involves Collateral having a Fair
Market Value in excess of $100,000) such demolition, dismantling, tearing
down, scrapping or abandonment is in the best interests of the Issuer, will
not interfere with or impede the Trustee's ability to realize the value of
the remaining Collateral and will not impair the maintenance and operation
of the remaining Collateral, and the Fair Market Value and utility of the
Collateral as an entirety, and the security for the Notes, will not thereby
be otherwise impaired; granting a nonexclusive license of any intellectual
property; and abandoning intellectual property which has become obsolete and
not used in the business.

Section 10.07.  Form and Sufficiency of Release.
                 -------------------------------
   In the event that the Issuer or any Guarantor has sold, exchanged, or
otherwise disposed of or proposes to sell, exchange or otherwise dispose of
any portion of the Collateral that under the provisions of Section 10.05 or
10.06 may be sold, exchanged or otherwise disposed of by the Issuer or any
Guarantor, and the Issuer or such Guarantor requests the Trustee to furnish
a written disclaimer, release or quitclaim of any interest in such property
under this Indenture, the applicable Guarantee of the Notes and the
Collateral Documents, upon being satisfied that the Issuer or such Guarantor
is selling, exchanging or otherwise disposing of the Collateral in
accordance with the provisions of Section 10.05 or 10.06, the Trustee shall
execute, acknowledge and deliver to the Issuer or such Guarantor such an
instrument in the form provided by the Issuer, and providing for release
without recourse, promptly after satisfaction of the conditions set forth
herein for delivery of any such release and shall take such other action as
the Issuer or such Guarantor may reasonably request and is necessary to
effect such release.  Notwithstanding the preceding sentence, all purchasers
and grantees of any property or rights purporting to be released shall be
entitled to rely upon any release executed by the Trustee hereunder as
sufficient for the purpose of this Indenture and as constituting a good and
valid release of the property therein described from the Lien of this
Indenture and of the Collateral Documents.

Section 10.08.  Purchaser Protected.
                ---------------------
   No purchaser or grantee of any property or rights purporting to be
released shall be bound to ascertain the authority of the Trustee to execute
the release or to inquire as to the existence of any conditions herein
prescribed for the exercise of such authority.

Section 10.09.  Authorization of Actions To Be Taken by the 
                Trustee Under the Collateral Documents.
                ---------------------------------------------
   Subject to the provisions of the Collateral Documents:

   (a)  the Trustee may, in its sole discretion and without the consent
of the Holders, take all actions it deems necessary or appropriate in order
to (i) enforce any of the terms of the Collateral Documents and (ii) collect
and receive any and all amounts payable in respect of the obligations of the
Issuer and the Guarantors hereunder and under the Collateral Documents; and

   (b)  the Trustee shall have power to institute and to maintain such
suits and proceedings as it may deem expedient to prevent any impairment of
the Collateral by any act that may be unlawful or in violation of the
Collateral Documents or this Indenture, and such suits and proceedings as
the Trustee may deem expedient to preserve or protect its interests and the
interests of the Holders in the Collateral (including the power to institute
and maintain suits or proceedings to restrain the enforcement of or
compliance with any legislative or other governmental enactment, rule or
order that may be unconstitutional or otherwise invalid if the enforcement
of, or compliance with, such enactment, rule or order would impair the
security interest thereunder or be prejudicial to the interests of the
Holders or of the Trustee).

Section 10.10.  Authorization of Receipt of Funds by the Trustee 
                Under the Collateral Documents.
                ------------------------------------------------
   The Trustee is authorized to receive any funds for the benefit of
Holders distributed under the Collateral Documents, to apply such funds as
provided in this Indenture and the Collateral Documents, and to make further
distributions of such funds to the Holders in accordance with the provisions
of Article 11 and the other provisions of this Indenture.


                             ARTICLE 11
                     APPLICATION OF TRUST MONIES

Section 11.01.  Collateral Account.
                ------------------
   On the Issue Date there shall be established and, at all times
hereafter until this Indenture shall have terminated, there shall be
maintained with the Trustee the Collateral Account.  The Collateral Account
shall be established and maintained by the Trustee at its Corporate Trust
Office.  All Trust Monies which are received by the Trustee shall be
deposited in the Collateral Account and thereafter shall be held by the
Trustee for the benefit of the Holders as a part of the Collateral and, upon
any entry upon or sale or other disposition of the Collateral or any part
thereof pursuant to any of the Collateral Documents, said Trust Monies shall
be applied in accordance with Section 4.10 and may also be applied by the
Trustee to cure any Event of Default; but prior to any such entry, sale or
other disposition, all or any part of the Trust Monies may be withdrawn, and
shall be released, paid or applied by the Trustee in accordance with the
terms of this Article.

Section 11.02.  Withdrawal of Insurance Proceeds and Condemnation Awards.
                --------------------------------------------------------
   To the extent that any Trust Monies consist of either (a) Net Insurance
Proceeds or (b) condemnation awards, such Trust Monies may be withdrawn by
the Issuer and shall be paid by the Trustee upon a Company Request delivered
to the Trustee to reimburse the Issuer or the applicable Guarantor for
expenditures made, or to pay costs incurred, by the Issuer or such Guarantor
in connection with the repair, rebuilding or replacement of the Collateral
destroyed, damaged or taken, upon receipt by the Trustee of the following:

   (a)  An Officers' Certificate, dated not more then 30 days prior to
the date of the application for the withdrawal and payment of such Trust
Monies setting forth:

        (i)  that expenditures have been made, or costs incurred by the
   Issuer or such Guarantor, as the case may be, in a specified amount in
   connection with certain repairs, rebuildings and replacements of the
   Collateral, which shall be briefly described, and stating the Fair
   Market Value thereof to the Issuer or such Guarantor at the date of
   the acquisition thereof by the Issuer or such Guarantor;

        (ii) that no part of such expenditures or costs has been or is
   being made the basis for the withdrawal of any Trust Monies in any
   previous or then pending application pursuant to this Section 11.02;

        (iii)     that no part of such expenditures or costs has been
   paid out of either the proceeds of insurance upon any part of the
   Collateral not required to be paid to the Trustee under the Collateral
   Documents or any award for or the proceeds from any of the Collateral
   being taken not required to be paid to the Trustee under Section
   10.05(c), as the case may be;

        (iv) that there is no outstanding Indebtedness, other than costs
   for which payment is being requested, known to the Issuer, after due
   inquiry, for the purchase price or construction of such repairs,
   rebuildings or replacements, or for labor, wages, materials or
   supplies in connection with the making thereof, which, if unpaid,
   might become the subject of a vendor's, mechanics', laborers',
   materialmen's, statutory or other similar Lien upon any such repairs,
   rebuildings or replacement, which Lien might, in the opinion of the
   signers of such Officers' Certificate, materially impair the security
   afforded by such repairs, rebuildings or replacements;

        (v)  that the property to be repaired, rebuilt or replaced is
   necessary or desirable in the conduct of the Issuer's or such
   Guarantor's business;

        (vi) that the Issuer or such Guarantor has title to such
   repairs, rebuildings and replacements that is substantially similar to
   its title to the property destroyed, damaged or taken and that any
   Liens upon such repairs, rebuildings and replacements are expressly
   permitted by this Indenture and the applicable Collateral Documents;

        (vii)     that no Default or Event of Default shall have
        occurred and be continuing; and

        (ix) that all conditions precedent herein provided for relating
   to such withdrawal and payment have been complied with.

   (b)  All documentation required under the TIA (including, without
limitation, Section 314(d) of the TIA);

   (c)  All documentation necessary to subject such repairs, rebuildings
or replacements to a valid first priority Lien and security interest in
favor of the Trustee (or, in the case of property subject to a Deed of
Trust, the Trustee or another trustee under such Deed of Trust) for the
benefit of the Holders pursuant to the Collateral Documents, including,
without limitation, all instruments, agreements, certificates, Opinions of
Counsel and documents required by Section 10.01; and

   (d)  An Opinion of Counsel substantially stating:

        (i)  that the instruments that have been or are therewith
   delivered to the Trustee conform to the requirements of this Indenture
   and the other Collateral Documents, and that, upon the basis of such
   Company Request and the accompanying documents specified in this
   Section 11.02, all conditions precedent herein provided for relating
   to such withdrawal and payment have been complied with, and the Trust
   Monies whose withdrawal is then requested may be paid over under this
   Section 11.02;

        (ii) that the relevant Collateral Documents create a valid,
   binding and enforceable Lien on and security interest in such repairs,
   rebuildings and replacements in favor of the Trustee in favor of the
   Holders and, to the extent that a security interest in any such
   property may be perfected under the relevant Uniform Commercial Code,
   a perfected security interest in such property; and

        (iii)     that all the Issuer's or such Guarantor's right, title
   and interest in and to said repairs, rebuilding or replacements, or
   combination thereof are then subject to the Lien of this Indenture and
   the relevant Collateral Documents.

   Upon compliance with the foregoing provisions of this Section 11.02 and
Section 11.01, the Trustee shall, upon Company Request, pay an amount of
Trust Monies of the character aforesaid equal to the amount of the
expenditures or costs stated in the Officers' Certificate required by clause
(i) of paragraph (a) of this Section 11.02, or the Fair Market Value to the
Issuer or the applicable Guarantor of such repairs, rebuildings and
replacements stated in such Officers' Certificate (or in an Independent
Appraiser's or Independent Financial Advisor's certificate, if required by
the TIA), whichever is less; provided, however, that notwithstanding the
above, so long as no Default or Event of Default shall have occurred and be
continuing, in the event that any Net Insurance Proceeds or Net Awards for
such property or proceeds of such sale do not exceed $25,000 and, in the
good faith estimate of the Issuer, such destruction or damage resulting in
such Net Insurance Proceeds or such taking or sale resulting in such Net
Awards does not detrimentally affect the value or use of the applicable
Collateral in any material respect, upon delivery to the Trustee of an
Officers' Certificate to such effect and compliance with Section 10.01, the
Trustee shall release to the Issuer or the applicable Guarantor such Net
Insurance Proceeds or Net Awards for such property or proceeds of such sale,
free of the Lien hereof and of the Collateral Documents.

Section 11.03.  Withdrawal of Net Cash Proceeds to Fund an Asset Sale Offer.
                 ----------------------------------------------------------
   To the extent that any Trust Monies consist of Collateral Proceeds
received by the Trustee pursuant to the provisions of Section 4.10 hereof
and an Asset Sale Offer has been made in accordance therewith, such Trust
Monies may be withdrawn by the Issuer and shall be paid by the Trustee to
the Paying Agent for application in accordance with Section 4.10 upon a
Company Order to the Trustee and upon receipt by the Trustee of the
following:

   (a)  An Officers' Certificate, dated not more than five days prior to
the Asset Sale Purchase Date stating:

        (i)  that no Default or Event of Default shall have occurred and
        be continuing;

        (ii) (x) that such Trust Monies constitute Collateral Proceeds
   or are deemed, pursuant to Section 4.10, to constitute Collateral
   Proceeds, (y) that pursuant to and in accordance with Section 4.10,
   the Issuer has made an Asset Sale Offer and (z) the Available Amount
   to be applied to the repurchase of the Notes pursuant to the Asset
   Sale Offer;

        (iii)     the Asset Sale Purchase Date; and

        (iv) that all conditions precedent and covenants herein provided
   for relating to such application of Trust Monies have been complied
   with;

   (b)  All documentation, if any, required under Section 314(d) of the
TIA; and

   Upon compliance with the foregoing provisions of this Section 11.03,
the Trustee shall apply the Trust Monies as directed and specified by such
Company Order, subject to Section 4.10.

Section 11.04.  Withdrawal of Trust Monies for Investment in 
                Replacement Assets.
                ---------------------------------------------

   In the event the Issuer intends to reinvest Collateral Proceeds of an
Asset Sale in Replacement Assets (the "Released Trust Monies"), such
Collateral Proceeds constituting Trust Monies may be withdrawn by the Issuer
and shall be paid by the Trustee to the Issuer upon a Company Order to the
Trustee and upon receipt by the Trustee of the following:

   (a)  a notice signed by the Issuer (each, a "Trust Monies Release
Notice"), which shall (i) refer to this Section 11.04, (ii) contain all
documents referred to below, (iii) describe with particularity the Released
Trust Monies, (iv) describe with particularity the Replacement Assets to be
invested in with respect to the Released Trust Monies and (v) be accompanied
by a counterpart of the instruments proposed to give effect to the release
fully executed and acknowledged (if applicable) by all parties thereto other
than the Trustee;

   (b)  An Officers' Certificate certifying that (i) such Trust Monies
constitute Net Proceeds, (ii) the release of the Released Trust Monies
complies with the terms and conditions of this Indenture, (iii) there is no
Default or Event of Default in effect or continuing on the date thereof,
(iv) the release of the Released Trust Monies will not result in a Default
or Event of Default hereunder and (v) all conditions precedent to such
release have been complied with;

   (c)  All documentation required under the TIA (including, without
limitation, Section 314(d) of the TIA);

   (d)  All documentation necessary to subject such Replacement Assets
to a valid first priority Lien and security interest (subject only to Liens
expressly permitted by this Indenture or the relevant Collateral Documents)
in favor of the Trustee for the benefit of the Holders pursuant to the
Collateral Documents, including, without limitation, all instruments,
agreements, Opinions of Counsel, certificates and other documents required
by Section 10.01; and

   (e)  An Opinion of Counsel stating:

        (i)  that the documents that have been or are therewith
   delivered to the Trustee in connection with an investment in
   Replacement Assets conform to the requirements of this Indenture and
   that all conditions precedent herein provided for relating to such
   application of Trust Monies have been complied with; and

        (ii) to the extent that such Replacement Assets were acquired
   with Collateral Proceeds, the relevant Collateral Documents create a
   valid, binding and enforceable Lien on and security interest in such
   Replacement Assets in favor of the Trustee for the benefit of the
   Holders and, to the extent that a security interest in any such
   Replacement Assets may be perfected under the relevant Uniform
   Commercial Code, a perfected security interest in such property.

   Upon compliance with the foregoing provisions, the Trustee shall apply
the Released Trust Monies as directed and specified by the Issuer.

Section 11.05.  Investment of Trust Monies.
                ---------------------------
   The Trustee shall be entitled to apply any Trust Monies to cure any
Event of Default.  So long as no Default or Event of Default shall have
occurred and is continuing, all or any part of any Trust Monies held by the
Trustee shall from time to time be invested or reinvested by the Trustee in
any Cash Equivalents pursuant to a Company Order, which shall specify the
Cash Equivalents in which such Trust Monies shall be invested and shall
certify that such investments constitute Cash Equivalents and the Trustee
shall sell any such Cash Equivalent only upon receipt of a Company Order
specifying the particular Cash Equivalent to be sold.  So long as no Default
or Event of Default occurs and is continuing, any interest or dividends
accrued, earned or paid on such Cash Equivalents (in excess of any accrued
interest or dividends paid at the time of purchase) that may be received by
the Trustee shall be forthwith paid to the Issuer.  Such Cash Equivalents
shall be held by the Trustee as a part of the Collateral, subject to the
same provisions hereof as the cash used by it to purchase such Cash
Equivalents.

   The Trustee shall not be liable or responsible for any loss resulting
from such investments or sales except only for its own negligent action, its
own negligent failure to act or its own willful misconduct in complying with
this Section 11.05.


                             ARTICLE 12
                             GUARANTEES

Section 12.01     Guarantees.
                  ----------
   Subject to the provisions of this Article 12, each Guarantor, jointly
and severally, hereby unconditionally guarantees to each Holder of a Note
authenticated and delivered by the Trustee and to the Trustee and its
successors and assigns, that:  (a) the principal of, and premium, if any,
and interest and Liquidated Damages, if any, on the Notes shall be duly and
punctually paid in full when due, whether at maturity, by acceleration or
otherwise, and interest on overdue principal, and premium, if any, and (to
the extent permitted by law) interest on any interest, if any, on the Notes
and all other obligations of the Issuer to the Holders or the Trustee
hereunder or under the Notes (including fees and expenses) shall be promptly
paid in full or performed, all in accordance with the terms hereof; and (b)
in case of any extension of time of payment or renewal of any Notes or any
of such other obligations, the same shall be promptly paid in full when due
or performed in accordance with the terms of the extension or renewal,
whether at stated maturity, by acceleration or otherwise.  Failing payment
when due of any amount so guaranteed or failing performance of any other
obligation of the Issuer to the Holders, for whatever reason, each Guarantor
shall be obligated to pay, or to perform or to cause the performance of, the
same immediately.  An Event of Default under this Indenture or the Notes
shall constitute an event of default under this Guarantee, and shall entitle
the Trustee or the Holders of Notes to accelerate the obligations of each
Guarantor hereunder in the same manner and to the same extent as the
obligations of the Issuer.  Each Guarantor hereby agrees that its
obligations hereunder shall be unconditional, irrespective of the validity,
regularity or enforceability of the Notes or this Indenture, the absence of
any action to enforce the same, any waiver or consent by any Holder of the
Notes with respect to any thereof, the entry of any judgment against the
Issuer, any action to enforce the same or any other circumstance which might
otherwise constitute a legal or equitable discharge or defense of a
Guarantor.  Each Guarantor hereby waives and relinquishes:  (a) any right
to require the Trustee, the Holders or the Issuer (each, a "Benefitted
Party") to proceed against the Issuer, the Subsidiaries or any other Person
or to proceed against or exhaust any security held by a Benefitted Party at
any time or to pursue any other remedy in any secured party's power before
proceeding against the Guarantors or any of them; (b) any defense that may
arise by reason of the incapacity, lack of authority, death or disability
of any other Person or Persons or the failure of a Benefitted Party to file
or enforce a claim against the estate (in administration, bankruptcy or any
other proceeding) of any other Person or Persons; (c) demand, protest and
notice of any kind (except as expressly required by this Indenture),
including but not limited to notice of the existence, creation or incurring
of any new or additional Indebtedness or obligation or of any action or
non-action on the part of the Guarantors, the Issuer, the Subsidiaries, any
Benefitted Party, any creditor of the Guarantors, the Issuer or the
Guarantors or on the part of any other Person whomsoever in connection with
any obligations the performance of which are hereby guaranteed; (d) any
defense based upon an election of remedies by a Benefitted Party, including
but not limited to an election to proceed against the Guarantors for
reimbursement; (e) any defense based upon any statute or rule of law which
provides that the obligation of a surety must be neither larger in amount
nor in other respects more burdensome than that of the principal; (f) any
defense arising because of a Benefitted Party's election, in any proceeding
instituted under the Bankruptcy Law, of the application of Section
1111(b)(2) of the Bankruptcy Code; and (g) any defense based on any
borrowing or grant of a security interest under Section 364 of the
Bankruptcy Code.  The Guarantors hereby covenant that the Guarantees of the
Notes shall not be discharged except by payment in full of all principal,
premium, if any, and interest on the Notes and all other costs provided for
under this Indenture, or as provided in Section 8.01.

   Each Guarantor hereby irrevocably waives any defenses it may now or
hereafter have in any way relating to any or all of the following:  (a) any
lack of validity or enforceability of this Indenture, any Note or Collateral
Document, or any agreement or instrument relating thereto; (b) any change
in the time, manner or place of payment of, or in any other term of, all or
any of the obligations guaranteed hereby or any other obligations of any
other Person under this Indenture, any Note or any Collateral Document, or
any other amendment or waiver of or any consent to, or departure from the
terms hereof or thereof, including, without limitation, any increase in the
obligations guaranteed hereby resulting from the extension of additional
credit to the Issuer or any of its Subsidiaries or otherwise; (c) any
taking, exchange, release, or non-perfection of any Collateral, or any
taking, release or amendment or waiver of or consent to departure from any
other guarantee, for all or any of the obligations guaranteed hereby; (d)
any manner of application of Collateral, or proceeds thereof, to all or any
of the obligations guaranteed hereby, or any manner of sale or other
disposition of any Collateral for all or any of the obligations guaranteed
hereby or any other obligations of any other Person under this Indenture,
any Note or any Collateral Document, or any other assets of the Issuer or
any of its Subsidiaries; (e) any change, restructuring or termination of the
corporate structure or existence of the Issuer or any of its Subsidiaries;
(f) any failure of any Benefitted Party to disclose to the Issuer or any
Guarantor any information relating to the financial condition, operations,
properties or prospects of the Issuer or any other Guarantor now or in the
future known to any Benefitted Party (the Issuer and each Guarantor hereby
waiving any duty on the part of the Benefitted Parties to disclose such
information); or (g) any other circumstance (including, without limitation,
any statute of limitations) or any existence of or reliance on any
representation by the Trustee or any other Benefitted Party that might
otherwise constitute a defense available to, or a discharge of, the Issuer,
any Guarantor or any other guarantor or surety.

   Each Guarantor hereby waives promptness, diligence, notice of
acceptance and any other notice with respect to any of the obligations
guaranteed hereby and its Guarantee and any requirement that the Trustee or
any other Benefitted Party protect, secure, perfect or insure any Lien or
any property subject thereto or exhaust any right or take any action against
the Issuer or any other Person or any Collateral.

   Each Guarantor hereby waives any right to revoke its Guarantee, and
acknowledges that its Guarantee of the Notes is continuing in nature and
applies to all obligations of the Issuer hereunder and under the Notes,
whether existing now or in the future.

   Each Guarantor acknowledges that the Trustee may, without notice to or
demand upon such Guarantor and without affecting the liability of such
Guarantor under its Guarantee, foreclose under any Deed of Trust by
nonjudicial sale, and each Guarantor hereby waives all rights and defenses
(including, without limitation, any defense to the recovery by the Trustee
and the other Benefitted Parties against any Guarantor of any deficiency
after such nonjudicial sale and any defense or benefits that may be afforded
by Sections 580a and 580d of the California Code of Civil Procedure or any
statute or law in any other jurisdiction having similar effect) arising out
of an election of remedies by the Trustee or any other Benefitted Party,
even though that election of remedies, such as a nonjudicial foreclosure
with respect to security for an obligation guaranteed by its Guarantee, has
destroyed such Guarantor's rights of subrogation and reimbursement against
the principal by the operation of Section 580d of the California Code of
Civil Procedure or otherwise.

   Each Guarantor acknowledges that it will receive substantial direct and
indirect benefits from the financing arrangements contemplated hereby and
that the waivers set forth in this Article Twelve are knowingly made in
contemplation of such benefits.

   If any Holder or the Trustee is required by any court or otherwise to
return to either the Issuer or the Guarantors, or any trustee or similar
official acting in relation to either the Issuer or the Guarantors, any
amount paid by the Issuer or the Guarantors to the Trustee or such Holder,
the Guarantees of the Notes, to the extent theretofore discharged, shall be
reinstated in full force and effect.  Each of the Guarantors agrees that it
shall not be entitled to any right of subrogation in relation to the Holders
in respect of any obligations guaranteed hereby until payment in full of all
obligations guaranteed hereby.  Each Guarantor agrees that, as between it,
on the one hand, and the Holders of Notes and the Trustee, on the other
hand, (x) the maturity of the obligations guaranteed hereby may be
accelerated as provided in Article 6 hereof for the purposes hereof,
notwithstanding any stay, injunction or other prohibition preventing such
acceleration in respect of the obligations guaranteed hereby, and (y) in the
event of any acceleration of such obligations as provided in Article 6
hereof, such obligations (whether or not due and payable) shall forthwith
become due and payable by such Guarantor for the purpose of its Guarantee.

Section 12.02     Execution and Delivery of Guarantees.
                  -------------------------------------
   To evidence the Guarantees set forth in Section 12.01 hereof, each of
the Guarantors agrees that a notation of the Guarantees substantially in the
form included in Exhibit A hereto shall be endorsed on each Note
authenticated and delivered by the Trustee and that this Indenture shall be
executed on behalf of the Guarantors by the Chairman of the Board, any Vice
Chairman, the President or one of the Vice Presidents of the Guarantors,
under a facsimile of its seal reproduced on this Indenture and attested to
by an Officer other than the Officer executing this Indenture.

   Each of the Guarantors agree that the Guarantees set forth in this
Article 12 will remain in full force and effect and apply to all the Notes
notwithstanding any failure to endorse on each Note a notation of the
Guarantees of the Notes.

   If an Officer whose facsimile signature is on a Note no longer holds
that office at the time the Trustee authenticates the Note on which the
Guarantees are endorsed, the Guarantees of Notes shall be valid
nevertheless.

   The delivery of any Note by the Trustee, after the authentication
thereof hereunder, shall constitute due delivery of the Guarantees set forth
in this Indenture on behalf of the Guarantors.

Section 12.03     Guarantors May Consolidate, etc., on Certain Terms.
                  --------------------------------------------------
   (a)  Nothing contained in this Indenture or in the Notes shall prevent
any consolidation or merger of a Guarantor with or into the Issuer or
another Guarantor, or shall prevent the transfer of all or substantially all
of the assets of a Guarantor to the Issuer or another Guarantor.  Upon any
such consolidation, merger, transfer or sale, the Guarantee of such
Guarantor (but not of any surviving Guarantor) shall no longer have any
force or effect.

   (b)  Each Guarantor shall not, in a single transaction or series of
related transactions, consolidate or merge with or into (whether or not such
Guarantor is the surviving corporation), or sell, assign, transfer, lease,
convey or otherwise dispose of all or substantially all of its properties
or assets in one or more related transactions, to another corporation,
Person or entity other than the Issuer or another Guarantor unless: (i)
subject to the provisions of Section 12.04, the Person formed by or
surviving any such consolidation or merger (if other than such Guarantor)
assumes all the obligations of such Guarantor pursuant to a supplemental
indenture and appropriate Collateral Documents in form and substance
reasonably satisfactory to the Trustee; (ii) immediately after giving effect
to such transaction, no Default or Event of Default exists; (iii) such
Guarantor, or any Person formed by or surviving any such consolidation or
merger, would have Consolidated Net Worth (immediately after giving effect
to such transaction), equal to or greater than the Consolidated Net Worth
of such Guarantor immediately preceding the transaction; (iv) the Issuer
would be permitted by virtue of the Issuer's pro forma Fixed Charge Coverage
Ratio, immediately after giving effect to such transaction, to incur at
least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage
Ratio test set forth in Section 4.09(a); (v) the Collateral owned by such
Guarantor (in the case of a merger or consolidation) or the Collateral
transferred to the surviving Person (in the case of a transfer of assets)
(A) shall continue to constitute Collateral under this Indenture and the
Collateral Documents, (2) shall be subject to a Lien in favor of the Trustee
for the benefit of the holders of the Notes and (3) shall not be subject to
any Lien other than Liens expressly permitted by this Indenture and the
Collateral Documents; (vi) the property and assets of the person which is
merged or consolidated with or into such Guarantor or to which the
properties and assets of such Guarantor are transferred, to the extent that
they are property and assets of the types which would constitute Collateral
under the Collateral Documents shall be treated as After-Acquired Property
and such Guarantor or the Surviving Person, as the case may be, shall take
such actions as may be necessary to cause such property and assets to be
made subject to the Lien of the Collateral Documents in the manner and to
the extent required by this Indenture and (vii) in the case of any
consolidation, merger, transfer, assignment or other disposition involving
Parent, Parent and the Issuer have complied with the provisions of Section
4.15.

   In case of any such consolidation, merger or transfer of assets and
upon the assumption by the successor corporation, by supplemental indenture,
executed and delivered to the Trustee and satisfactory in form to the
Trustee, of the Guarantees endorsed upon the Notes and the due and punctual
performance of all of the covenants and conditions of this Indenture to be
performed by such Guarantor, such successor corporation shall succeed to and
be substituted for such Guarantor with the same effect as if it had been
named herein as a Guarantor.  Such successor corporation thereupon may cause
to be signed any or all of the Guarantees to be endorsed upon all of the
Notes issuable hereunder which theretofore shall not have been signed by the
Issuer and delivered to the Trustee.  All the Guarantees so issued shall in
all respects have the same legal rank and benefit under this Indenture as
the Guarantees theretofore and thereafter issued in accordance with the
terms of this Indenture as though all of such Guarantees had been issued at
the date of the execution hereof.

   (c)  The Trustee, subject to the provisions of Section 12.04 hereof,
shall be entitled to receive an Officers' Certificate and an Opinion of
Counsel as conclusive evidence that any such consolidation, merger, sale or
conveyance, and any such assumption of Obligations, comply with the
provisions of this Section 12.03.  Such Officers' Certificate and Opinion
of Counsel shall comply with the provisions of Section 13.05.

Section 12.04     Releases Following Sale of Assets.
                  ----------------------------------
   In the event of a sale or other disposition of all or substantially all
of the assets of any Guarantor, by way of merger, consolidation or
otherwise, or a sale or other disposition of all (or substantially all) of
the Capital Stock of any Subsidiary Guarantor, which sale or other
disposition otherwise complies with the terms of this Indenture, then such
Guarantor (in the event of a sale or other disposition, by way of such a
merger, consolidation or otherwise, of all or substantially all of the
Capital Stock of such Subsidiary Guarantor) or the corporation acquiring the
property (in the event of a sale or other disposition of all or
substantially all of the assets of such Subsidiary Guarantor) shall be
released from and relieved of any obligations under its Subsidiary
Guarantee; provided that the Net Proceeds from such sale or other
disposition are treated in accordance with the provisions of Section 4.10
hereof.  Upon delivery by the Issuer to the Trustee of an Officer's
Certificate and Opinion of Counsel, to the effect that such sale or other
disposition was made by the Issuer in accordance with the provisions of this
Indenture, including without limitation Section 4.10 hereof, the Trustee
shall execute any documents reasonably required in order to evidence the
release of any such Subsidiary Guarantor from its obligations under its
Subsidiary Guarantee.  Any Subsidiary Guarantor not released from its
obligations under its Subsidiary Guarantee shall remain liable for the full
amount of principal of and interest on the Notes and for the other
obligations of any Subsidiary Guarantor under this Indenture as provided in
this Article 12.

Section 12.05     Limitation of Guarantor's Liability.
                  ------------------------------------
   Each Subsidiary Guarantor, and by its acceptance hereof each Holder,
hereby confirms that it is the intention of all such parties that the
guarantee by such Guarantor pursuant to its Guarantee not constitute a
fraudulent transfer or conveyance for purposes of the Bankruptcy Law, the
Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or
any similar federal or state law.  To effectuate the foregoing intention,
the Holders and such Subsidiary Guarantor hereby irrevocably agree that the
obligations of such Subsidiary Guarantor under this Article 12 shall be
limited to the maximum amount as will, after giving effect to all other
contingent and fixed liabilities of such Subsidiary Guarantor and after
giving effect to any collections from or payments made by or on behalf of
any other Subsidiary Guarantor in respect of the obligations of such other
Subsidiary Guarantor under this Article 12, result in the obligations of
such Subsidiary Guarantor under the Subsidiary Guarantee of such Subsidiary
Guarantor not constituting a fraudulent transfer or conveyance.

Section 12.06     Application of Certain Terms and Provisions 
                  to the Guarantors.
                  -------------------------------------------
   (a)  For purposes of any provision of this Indenture which provides
for the delivery by any Guarantor of an Officers' Certificate and/or an
Opinion of Counsel, the definitions of such terms in Section 1.01 shall
apply to such Guarantor as if references therein to the Issuer were
references to such Guarantor.

   (b)  Any request, direction, order or demand which by any provision
of this Indenture is to be made by any Guarantor, shall be sufficient if
evidenced as described in Section 12.02 as if references therein to the
Issuer were references to such Guarantor.

   (c)  Any notice or demand which by any provision of this Indenture is
required or permitted to be given or served by the Trustee or by the holders
of Notes to or on any Guarantor may be given or served as described in
Section 12.02 as if references therein to the Issuer were references to such
Guarantor.

   (d)  Upon any demand, request or application by any Guarantor to the
Trustee to take any action under this Indenture, such Guarantor shall
furnish to the Trustee such certificates and opinions as are required in
Section 12.04 hereof as if all references therein to the Issuer were
references to such Guarantor.


                             ARTICLE 13
                            MISCELLANEOUS

Section 13.01.    Trust Indenture Act Controls.
                  -----------------------------
   If any provision of this Indenture limits, qualifies or conflicts with
the duties imposed by TIA Section 318(c), the imposed duties shall control.

Section 13.02.    Notices.
                  --------
   Any notice or communication by the Issuer or the Trustee to the others
is duly given if in writing and delivered in Person or mailed by first class
mail (registered or certified, return receipt requested), telex, telecopier
or overnight air courier guaranteeing next day delivery, to the others'
address: 

   If to the Issuer:

        Sun World International, Inc.
        P.O. Box 80298
        Bakersfield, California 93312
        Telecopier No.: (805) 392-5092
        Attention: Chief Financial Officer

   With a copy to:

        Miller & Holguin
        1801 Century Park East, 7th Floor
        Los Angeles, California 90067
        Telecopier No.: (310) 557-2205
        Attention: Howard Unterberger

   If to the Trustee:

        IBJ Schroder Bank & Trust Company
        One State Street
        New York, New York 10004
        Telecopier No.:  (212) 858-2952
        Attention:  Corporate Trust Administration

        With a copy to:

        Riordan & McKinzie
        695 Town Center Road
        Costa Mesa, California 92626
        Telecopier No.:  (714) 433-2611
        Attention:  Michael P. Whalen

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

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

   Any notice or communication to a Holder shall be mailed by first class
mail, certified or registered, return receipt requested, or by overnight air
courier guaranteeing next day delivery to its address shown on the register
kept by the Registrar.  Any notice or communication shall also be so mailed
to any Person described in TIA Section 313(c), to the extent required by the 
TIA.  Failure to mail a notice or communication to a Holder or any defect in 
it shall not affect its sufficiency with respect to other Holders.

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

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

Section 13.03.  Communication by Holders of Notes with Other Holders of Notes. 
                 ------------------------------------------------------------
   Holders may communicate pursuant to TIA Section 312(b) with other Holders
with respect to their rights under this Indenture or the Notes.  The Issuer,
the Trustee, the Registrar and anyone else shall have the protection of TIA
Section 312(c).

Section 13.04.    Certificate and Opinion as to Conditions Precedent.
                  ---------------------------------------------------
   Upon any request or application by the Issuer to the Trustee to take
any action under this Indenture, the Issuer shall furnish to the Trustee:

        (a)  an Officers' Certificate in form and substance reasonably
   satisfactory to the Trustee (which shall include the statements set
   forth in Section 13.05 hereof) stating that, in the opinion of the
   signers, all conditions precedent and covenants, if any, provided for
   in this Indenture relating to the proposed action have been satisfied;
   and 

        (b)  an Opinion of Counsel in form and substance reasonably
   satisfactory to the Trustee (which shall include the statements set
   forth in Section 13.05 hereof) stating that, in the opinion of such
   counsel, all such conditions precedent and covenants have been
   satisfied.

Section 13.05.    Statements Required in Certificate or Opinion.
                  ----------------------------------------------
   Each certificate or opinion with respect to compliance with a condition
or covenant provided for in this Indenture (other than a certificate
provided pursuant to TIA Section 314(a)(4)) shall comply with the provisions of
TIA Section 314(e) and shall include: 

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

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

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

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

Section 13.06.    Rules by Trustee and Agents. 
        ------------------------------------------
   The Trustee may make reasonable rules for action by or at a meeting of
Holders.  The Registrar or Paying Agent may make reasonable rules and set
reasonable requirements for its functions. 

Section 13.07.  No Personal Liability of Directors, Officers, Employees and
                Stockholders.
                ----------------------------------------------------------
   No past, present or future director, officer, employee, incorporator
or stockholder of the Issuer or any Subsidiary, as such, shall have any
liability for any obligations of the Issuer or any Subsidiary under the
Notes, this Indenture or the Collateral Documents 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 issuance of the Notes.

Section 13.08.    Governing Law. 
                  -------------
   THE INTERNAL LAW OF THE STATE OF CALIFORNIA SHALL GOVERN AND BE USED
TO CONSTRUE THIS INDENTURE, THE NOTES AND THE GUARANTEES OF THE NOTES,
WITHOUT REGARD TO THE PRINCIPLES OF CONFLICT OF LAWS THEREOF.

Section 13.09.    No Adverse Interpretation of Other Agreements. 
                  ----------------------------------------------
   This Indenture may not be used to interpret any other indenture, loan
or debt agreement of the Issuer or its Subsidiaries or of any other Person. 
Any such indenture, loan or debt agreement may not be used to interpret this
Indenture. 

Section 13.10.    Successors. 
                  -----------
   All agreements of the Issuer in this Indenture and the Notes shall bind
its successors.  All agreements of the Trustee in this Indenture shall bind
its successors. 

Section 13.11.    Severability. 
                  ------------
   In case any provision in this Indenture or in the Notes shall be
invalid, illegal or unenforceable, the validity, legality and enforceability
of the remaining provisions shall not in any way be affected or impaired
thereby. 

Section 13.12.    Counterpart Originals.
                  ----------------------
   The parties may sign any number of copies of this Indenture.  Each
signed copy shall be an original, but all of them together represent the
same agreement.

Section 13.13.    Table of Contents, Headings, etc.
                  ---------------------------------
   The Table of Contents, Cross-Reference Table and Headings of the
Articles and Sections of this Indenture have been inserted for convenience
of reference only, are not to be considered a part of this Indenture and
shall in no way modify or restrict any of the terms or provisions hereof.


                             SIGNATURES

Dated as of April 16, 1997           Sun World International, Inc.


                                      By:  /s/ Timothy J. Shaheen
                                           -----------------------
                                      Name:  Timothy J. Shaheen
                                      Title: President and 
                                             Chief Executive Officer

Attest:

Dated as of April 16, 1997           Cadiz Land Company, Inc.


                                     By: /s/ Keith Brackpool
                                         --------------------------
                                     Name:  Keith Brackpool
                                     Title: Chief Executive Officer

Attest:

Dated as of April 16, 1997           Agri-Land Realty, Inc.
                                     Sun World Management Corporation
                                     Sun World Avocado
                                     Sun World Export, Inc.
                                     Sun World Brands
                                     Sun World/Rayo
                                     Dinuba Packing Corporation
                                     SFC Marketing Corporation
                                     Sun Harvest, Inc.
                                     Pacific Farm Service, Inc.
                                     Big Valley Leasing, Inc.
                                     Sun Desert, Inc.
                                     Coachella Growers


                                     By:   /s/ Timothy J. Shaheen
                                         --------------------------
                                     Name:  Timothy J. Shaheen
                                     Title: 

Attest:
                            (SEAL)


Dated as of April 16, 1997           IBJ Schroder Bank & Trust Company
                                           Trustee


                                     By: /s/ Luis Perez
                                         ----------------------------- 
                                         Name:  Luis Perez
                                         Title: Assistant Vice President
Attest:

-----------------------     (SEAL)
                                  
                              Exhibit A
                           (Face of Note)

      11-1/4% [Series A] [Series B] First Mortgage Notes due 2004

  No.                                                    $__________

                    SUN WORLD INTERNATIONAL, INC.

  promises to pay to

  or registered assigns,

  the principal sum of

  Dollars on April 15, 2004.

  Interest Payment Dates:  April 15, and October 15

  Record Dates:  April 1, and October 1

                                Dated: April 16, 1997

                                SUN WORLD INTERNATIONAL, INC.

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

                                     (SEAL)

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

IBJ SCHRODER BANK & TRUST COMPANY,
as Trustee

By:__________________________________


                           (Back of Note)

      11-1/4% [Series A] [Series B] First Mortgage Notes due 2004


  [Unless and until it is exchanged in whole or in part for Notes in
definitive form, this Note may not be transferred except as a whole by the
Depository to a nominee of the Depository or by a nominee of the Depository
to the Depository or another nominee of the Depository or by the Depository
or any such nominee to a successor Depository or a nominee of such successor
Depository.  Unless this certificate is presented by an authorized
representative of The Depository Trust Company (55 Water Street, New York,
New York) ("DTC"), to the issuer or its agent for registration of transfer,
exchange or payment, and any certificate issued is registered in the name
of Cede & Co. or such other name as may be requested by an authorized
representative of DTC (and any payment is made to Cede & Co. or such other
entity as may be requested by an authorized representative of DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has
an interest herein.](1)

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

       THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY
  ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE
  UNITED STATES SECURITIES ACT OF 1933, (THE "SECURITIES ACT"), AND THE
  SECURITY EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED
  IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. 
  EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER MAY BE
  RELYING ON THE EXEMPTION FROM SECTION 5 OF THE SECURITIES ACT PROVIDED BY
  RULE 144A THEREUNDER.  THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR
  THE BENEFIT OF THE ISSUER THAT (A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR
  OTHERWISE TRANSFERRED, ONLY (1) (a) TO A PERSON WHO THE SELLER REASONABLY
  BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN OF RULE 144A UNDER
  THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A,
  (b) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE
  SECURITIES ACT, (c) OUTSIDE THE UNITED STATES TO A FOREIGN PERSON IN A
  TRANSACTION MEETING THE REQUIREMENTS OF RULE 904 UNDER THE SECURITIES ACT OR
  (d) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS
  OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF THE ISSUER SO
  REQUESTS), (2) TO THE ISSUER OR (3) PURSUANT TO AN EFFECTIVE REGISTRATION
  STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH THE APPLICABLE SECURITIES
  LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION
  AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY
  ANY PURCHASER OF THE SECURITY EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET
  FORTH IN (1) ABOVE.

  Capitalized terms used herein shall have the meanings assigned to them
in the Indenture referred to below unless otherwise indicated.

  1.  INTEREST.  Sun World International, Inc., a Delaware corporation (the
"Issuer"), promises to pay interest on the principal amount of this Note at
11-1/4% per annum from April 16, 1997 until maturity and shall pay the
Liquidated Damages payable pursuant to Section 5 of the Registration Rights
Agreement referred to below.  The Issuer will pay interest and Liquidated
Damages semi-annually on April 15 and October 15 of each year, or if any
such day is not a Business Day, on the next succeeding Business Day (each
an "Interest Payment Date").  Interest on the Notes will accrue from the
most recent date to which interest has been paid or, if no interest has been
paid, from the date of issuance; provided that if there is no existing
Default in the payment of interest, and if this Note is authenticated
between a record date referred to on the face hereof and the next succeeding
Interest Payment Date, interest shall accrue from such next succeeding
Interest Payment Date; provided, further, that the first Interest Payment
Date shall be October 15, 1997.  The Issuer shall pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on
overdue principal from time to time on demand at a rate that is 1% per annum
in excess of the rate then in effect; it shall pay interest (including post-
petition interest in any proceeding under any Bankruptcy Law) on overdue
installments of interest and Liquidated Damages (without regard to any
applicable grace period) from time to time on demand at the same rate to the
extent lawful.  Interest will be computed on the basis of a 360-day year of
twelve 30-day months.

  2.  METHOD OF PAYMENT.  The Issuer will pay interest on the Notes (except
defaulted interest) and Liquidated Damages to the Persons who are registered
Holders of Notes at the close of business on the April 1 or October 1 next
preceding the Interest Payment Date, even if such Notes are cancelled after
such record date and on or before such Interest Payment Date, except as
provided in Section 2.12 of the Indenture with respect to defaulted
interest.  The Notes will be payable as to principal, premium, interest and
Liquidated Damages at the office or agency of the Issuer maintained for such
purpose within or without the City and State of New York, or, at the option
of the Issuer, payment of interest and Liquidated Damages may be made by
check mailed to the Holders at their addresses set forth in the register of
Holders, and provided that payment by wire transfer of immediately available
funds will be required with respect to principal of and interest, premium
and Liquidated Damages on, all Global Notes and all other Notes the Holders
of which shall have provided wire transfer instructions to the Issuer or the
Paying Agent.  Such payment shall be in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of
public and private debts.

  3.  PAYING AGENT AND REGISTRAR.  Initially, IBJ Schroder Bank & Trust 
Company, the Trustee under the Indenture, will act as Paying Agent and 
Registrar. The Issuer may change any Paying Agent or Registrar without notice 
to any Holder.  The Issuer or any of its Subsidiaries may act in any such 
capacity.

  4.  INDENTURE AND COLLATERAL DOCUMENTS.  The Issuer issued the Notes under an
Indenture dated as of April 16, 1997 ("Indenture") between the Issuer, the
Guarantors and the Trustee.  The terms of the Notes include those stated in
the Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939, as amended (15 U.S. Code Sections 77aaa-77bbbb).  The 
Notes are subject to all such terms, and Holders are referred to the Indenture
and such Act for a statement of such terms.  The Notes are secured obligations
of the Issuer limited to $115 million in aggregate principal amount.  The
Notes are secured by a pledge of certain assets of the Issuer pursuant to
the Collateral Documents referred to in the Indenture.

  5.  OPTIONAL REDEMPTION.

  The Issuer shall not have the option to redeem the Notes prior to April
15, 2001.  Thereafter, the Issuer shall have the option to redeem the Notes,
in whole or in part, upon not less than 30 nor more than 60 days' notice,
at the redemption prices (expressed as percentages of principal amount) set
forth below plus accrued and unpaid interest and Liquidated Damages thereon
to the applicable redemption date, if redeemed during the twelve-month
period beginning on April 15 of the years indicated below:

Year                                           Percentage
------                                         --------------
2001 . . . . . . . . . . . . . . . . . . . . . 105.625%
2002 . . . . . . . . . . . . . . . . . . . . . 102.813%
2003 and thereafter. . . . . . . . . . . . . . 100.000%

6.  MANDATORY REDEMPTION.
       
       Except as set forth in paragraph 7 below, the Issuer shall not be
required to make mandatory redemption payments with respect to the Notes.

       7.  Repurchase at Option of Holder.

       (a)  If there is a Change of Control, the Issuer shall be required
to make an offer (a "Change of Control Offer") to repurchase all or any part
(equal to $1,000 or an integral multiple thereof) of each Holder's Notes at
a purchase price equal to 101% of the aggregate principal amount thereof
plus accrued and unpaid interest and Liquidated Damages thereon, if any, to
the date of purchase (the "Change of Control Payment"). Within 10 days
following any Change of Control, the Issuer shall mail a notice to each
Holder setting forth the procedures governing the Change of Control Offer
as required by the Indenture.

       (b)  If Parent, the Issuer or a Subsidiary consummates any Asset
Sales, within five days of each date on which the aggregate amount of Excess
Proceeds exceeds $5.0 million, the Issuer shall commence an offer to all
Holders of Notes (as "Asset Sale Offer") pursuant to Section 3.09 of the
Indenture to purchase the maximum principal amount of Notes that may be
purchased out of the Excess Proceeds at an offer price in cash in an amount
equal to 100% of the principal amount thereof plus accrued and unpaid
interest and Liquidated Damages thereon, if any, to the date fixed for the
closing of such offer, in accordance with the procedures set forth in the
Indenture. To the extent that the aggregate amount of Notes tendered
pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Issuer
(or Parent) may use any remaining Excess Proceeds for general corporate
purposes. If the aggregate principal amount of Notes surrendered by Holders
thereof exceeds the amount of Excess Proceeds, the Trustee shall select the
Notes to be purchased on a pro rata basis.  Holders of Notes that are the
subject of an offer to purchase will be sent an Asset Sale Offer from the
Issuer prior to any related purchase date and may elect to have such Notes
purchased by completing the form entitled "Option of Holder to Elect
Purchase" on the reverse of the Notes.

       8.  NOTICE OF REDEMPTION.  Notice of redemption will be mailed at least
30 days but not more than 60 days before the redemption date to each Holder
whose Notes are to be redeemed at its registered address.  Notes in
denominations larger than $1,000 may be redeemed in part but only in whole
multiples of $1,000, unless all of the Notes held by a Holder are to be
redeemed.  On and after the redemption date interest ceases to accrue on
Notes or portions thereof called for redemption.

       9.  DENOMINATIONS, TRANSFER, EXCHANGE.  The Notes are in registered form
without coupons in denominations of $1,000 and integral multiples of
$1,000.  The transfer of Notes may be registered and Notes may be exchanged
as provided in the Indenture.  The Registrar and the Trustee may require a
Holder, among other things, to furnish appropriate endorsements and transfer
documents and the Issuer may require a Holder to pay any taxes and fees
required by law or permitted by the Indenture.  The Issuer need not exchange
or register the transfer of any Note or portion of a Note selected for
redemption, except for the unredeemed portion of any Note being redeemed in
part.  Also, it need not exchange or register the transfer of any Notes for
a period of 15 days before a selection of Notes to be redeemed or during the
period between a record date and the corresponding Interest Payment Date.

       10.  PERSONS DEEMED OWNERS.  The registered Holder of a Note may be
treated as its owner for all purposes.

       11.  AMENDMENT, SUPPLEMENT and 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 then
outstanding Notes, and any existing default or compliance with any provision
of the Indenture, the Guarantees, the Collateral Documents or the Notes may
be waived with the consent of the Holders of a majority in principal amount
of the then outstanding Notes.  Without the consent of any Holder of a Note,
the Indenture, the Notes, the Guarantees or the Collateral Documents may be
amended or supplemented to cure any ambiguity, defect or inconsistency, to
provide for uncertificated Notes in addition to or in place of certificated
Notes, to provide for the assumption of the Issuer's obligations to Holders
of the Notes in case of a merger or consolidation, to make any change that
would provide any additional rights or benefits to the Holders of the Notes
or that does not adversely affect the legal rights under the Indenture of
any such Holder, or to comply with the requirements of the Commission in
order to effect or maintain the qualification of the Indenture under the
TIA.
 
       12.  DEFAULTS AND REMEDIES.  (a) Events of Default include: (i) default
in the payment when due of interest on, or Liquidated Damages with respect
to, the Notes and such default continues for a period of 30 days; (ii)
default in the payment when due of principal of or premium, if any, on the
Notes when the same becomes due and payable at maturity, upon redemption
(including in connection with an offer to purchase) or otherwise; (iii)
failure by Parent or the Issuer to comply with any of the provisions of
Section 4.07, 4.09, 4.10, 4.15 or 5.01 of the Indenture; (iv) failure by
Parent, the Issuer or any Subsidiary Guarantor to observe or perform any
other covenant, representation, warranty or other agreement in the
Indenture, the Notes, the Guarantees or the Collateral Documents for 30 days
after notice to the Issuer by the Trustee or the Holders of at least 25% in
principal amount of the Notes then outstanding; (v) default under any
mortgage, indenture or instrument under which there may be issued or by
which there may be secured or evidenced any Indebtedness for money borrowed
by the Issuer or any of its Subsidiaries (or the payment of which is
guaranteed by the Issuer or any of Its Subsidiaries), whether such
Indebtedness or guarantee now exists, or is created after the date of the
Indenture, which default results in the acceleration of such Indebtedness
prior to its express maturity and, in each case, the principal amount of
such Indebtedness, together with the principal amount of any other such
Indebtedness the maturity of which has been so accelerated, aggregates $5.0
million or more; (vi) failure by Parent, the Issuer or any of their
Subsidiaries or any group of Subsidiaries that, taken as a whole, would
constitute a Significant Subsidiary to pay final judgments aggregating in
excess of $5.0 million, which judgments are not paid, discharged or stayed
for a period of 60 days; (vii) except as permitted by Article 12 of the
Indenture, (1) the Parent Guarantee or any Subsidiary Guarantee (A) is held
in any judicial proceeding to be unenforceable or invalid or (B) ceases for
any reason to be in full force and effect, or (2) Parent or any Subsidiary
Guarantor, or any Person acting on behalf of Parent or any Subsidiary
Guarantor, disaffirms or denies its obligations under its Guarantee; (viii)
the breach by Parent or the Issuer of any material representation, warranty
or agreement set forth in the Collateral Documents or any Collateral
Document shall be held in any judicial proceeding to be unenforceable or
invalid or shall cease for any reason to be in full force and effect; and
(ix) certain events of bankruptcy or insolvency with respect to Parent, the
Issuer or any of Significant Subsidiaries or group of Subsidiaries which,
taken together, would constitute a Significant Subsidiary, as set forth in
Section 6.01 of the Indenture.  If any Event of Default occurs and is
continuing, the Trustee or the Holders of at least 25% in principal amount
of the then outstanding Notes may declare all the Notes to be due and
payable immediately.  Notwithstanding the foregoing, in the case of an Event
of Default arising from certain events of bankruptcy or insolvency, all
outstanding Notes will become due and payable immediately without further
action or notice.  Holders may not enforce the Indenture or the Notes except
as provided in the Indenture.  Subject to certain limitations, Holders of
a majority in principal amount of the then outstanding Notes may direct the
Trustee in its exercise of any trust or power. The Trustee may withhold from
Holders of the Notes notice of any continuing Default or Event of Default
(except a Default or Event of Default relating to the payment of principal
or interest) if it determines that withholding notice is in their interest. 
The Holders of a majority in aggregate principal amount of the Notes then
outstanding by notice to the Trustee may on behalf of the Holders of all of
the Notes waive any existing Default or Event of Default and its
consequences under the Indenture except a continuing Default or Event of
Default in the payment of the principal of, premium, Liquidated Damages, if
any, or interest on, the Notes.  The Issuer is required to deliver to the
Trustee annually a statement regarding compliance with the Indenture, and
the Issuer is required upon becoming aware of any Default or Event of
Default, to deliver to the Trustee a statement specifying such Default or
Event of Default. 

       (b)   In the case of any Event of Default occurring by reason of
any willful action (or inaction) taken (or not taken) by or on behalf of the
Issuer with the intention of avoiding payment of the premium that the Issuer
would have had to pay if the Issuer then had elected to redeem the Notes
pursuant to the provisions of paragraph 5 hereof, an equivalent premium
shall also become and be immediately due and payable to the extent permitted
by law upon the acceleration of the Notes.  If an Event of Default occurs
prior to April 15, 2001 by reason of any willful action (or inaction) taken
(or not taken) by or on behalf of the Issuer with the intention of avoiding
the prohibition on redemption of the Notes prior to April 15, 2001, then the
premium specified in paragraph 5 hereof shall also become immediately due
and payable to the extent permitted by law upon the acceleration of the
Notes.

       13.  TRUSTEE DEALINGS WITH THE ISSUER.  The Trustee, in its individual or
any other capacity, may make loans to, accept deposits from, and perform
services for the Issuer or its Affiliates, and may otherwise deal with the
Issuer or its Affiliates, as if it were not the Trustee.

       14.  NO RECOURSE AGAINST OTHERS.  A director, officer, employee,
incorporator or stockholder, of the Issuer or any Subsidiary, as such, shall
not have any liability for any obligations of the Issuer or any Subsidiary
under the Notes, the Guarantees, the Indenture or the Collateral Documents
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.

       15.  AUTHENTICATION.  This Note shall not be valid until authenticated
by the manual signature of the Trustee.

       16.  ABBREVIATONS.  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).

       17.  ADDITIONAL RIGHTS OF HOLDERS OF TRANSFER RESTRICTE SECURITIES.  
In addition to the rights provided to Holders of Notes under the Indenture,
Holders of Transferred Restricted Securities shall have all the rights set
forth in the A/B Exchange Registration Rights Agreement dated as of April
16, 1997, between the Issuer and the parties named on the signature pages
thereof (the "Registration Rights Agreement").

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

       The Issuer will furnish to any Holder upon written request and
without charge a copy of the Indenture and/or the Registration Rights
Agreement.  Requests may be made to:

             Sun World International, Inc.
             P.O. Box 80298
             Bakersfield, California 93312
             Attention:  Chief Financial Officer

                              GUARANTEE

       The Guarantors listed below (hereinafter referred to as the
"Guarantors," which term includes any successors or assigns under the
Indenture (the "Indenture") and any additional Guarantors), have irrevocably
and unconditionally guaranteed (i) the due and punctual payment of the
principal of, premium, if any, and interest on the 11-1/4% First Mortgage Notes
due April 15, 2004 (the "Notes") of Sun World International, Inc., a
Delaware corporation (the "Company"), whether at stated maturity, by
acceleration or otherwise, the due and punctual payment of interest on the
overdue principal, and premium if any, and (to the extent permitted by law)
interest on any interest, if any, on the Notes, 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 set forth in Article 12 of the
Indenture, (ii) in case of any extension of time of payment or renewal of
any Notes or any 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, whether at stated maturity, by acceleration or otherwise, and
(iii) the payment of any and all costs and expenses (including reasonable
attorneys' fees) incurred by the Trustee or any Holder in enforcing any
rights under this Guarantee.

       The obligations of each Guarantor to the Holder and to the Trustee
pursuant to this Guarantee and the Indenture are expressly set forth in
Article 12 of the Indenture and reference is hereby made to such Indenture
for the precise terms of this Guarantee.

       No officer, director, manager, or incorporator, as such, past,
present or future of each Guarantor shall have any liability under this
Guarantee by reason of his or its status as such officer, director, manager
or incorporator.

       This is a continuing Guarantee and shall remain in full force and
effect and shall be binding upon each Guarantor and its successors and
assigns until full and final payment of all of the Company's obligations
under the Notes and Indenture and shall inure to the benefit of the
successors and assigns of the Trustee and the Holders, and, in the event of
any transfer or assignment of rights by any Holder or the Trustee, the
rights and privileges herein conferred upon that party shall automatically
extend to and be vested in such transferee or assignee, all subject to the
terms and conditions hereof.  This is a Guarantee of payment and not of
collectibility.

       This Guarantee shall not be valid or obligatory for any purpose
until the certificate of authentication on the Note upon which this
Guarantee is noted shall have been executed by the Trustee under the
Indenture by the manual signature of one of its authorized officers.

       The Obligations of each Guarantor under its Guarantee shall be
limited to the extent necessary to insure that it does not constitute a
fraudulent conveyance under applicable law.

       Each Guarantor hereby irrevocably waives any defenses it may now or
hereafter have in any way relating to any or all of the following:  (a) any
lack of validity or enforceability of the Indenture, any Note or Collateral
Document, or any agreement or instrument relating thereto; (b) any change
in the time, manner or place of payment of, or in any other term of, all or
any of the obligations guaranteed hereby or any other obligations of any
other Person under the Indenture, any Note or any Collateral Document, or
any other amendment or waiver of or any consent to, or departure from the
terms hereof or thereof, including, without limitation, any increase in the
obligations guaranteed hereby resulting from the extension of additional
credit to the Issuer or any of its Subsidiaries or otherwise; (c) any
taking, exchange, release, or non-perfection of any Collateral, or any
taking, release or amendment or waiver of or consent to departure from any
other guarantee, for all or any of the obligations guaranteed hereby; (d)
any manner of application of Collateral, or proceeds thereof, to all or any
of the obligations guaranteed hereby, or any manner of sale or other
disposition of any Collateral for all or any of the obligations guaranteed
hereby or any other obligations of any other Person under the Indenture, any
Note or any Collateral Document, or any other assets of the Issuer or any
of its Subsidiaries; (e) any change, restructuring or termination of the
corporate structure or existence of the Issuer or any of its Subsidiaries;
(f) any failure of any Benefitted Party to disclose to the Issuer or any
Guarantor any information relating to the financial condition, operations,
properties or prospects of the Issuer or any other Guarantor now or in the
future known to any Benefitted Party (the Issuer and each Guarantor hereby
waiving any duty on the part of the Benefitted Parties to disclose such
information); or (g) any other circumstance (including, without limitation,
any statute of limitations) or any existence of or reliance on any
representation by the Trustee or any other Benefitted Party that might
otherwise constitute a defense available to, or a discharge of, the Issuer,
any Guarantor or any other guarantor or surety.

       Each Guarantor hereby waives promptness, diligence, notice of
acceptance and any other notice with respect to any of the obligations
guaranteed hereby and its Guarantee and any requirement that the Trustee or
any other Benefitted Party protect, secure, perfect or insure any Lien or
any property subject thereto or exhaust any right or take any action against
the Issuer or any other Person or any Collateral.

       Each Guarantor hereby waives any right to revoke its Guarantee, and
acknowledges that its Guarantee is continuing in nature and applies to all
obligations of the Issuer hereunder and under the Notes, whether existing
now or in the future.

       Each Guarantor acknowledges that the Trustee may, without notice to
or demand upon such Guarantor and without affecting the liability of such
Guarantor under its Guarantee, foreclose under any Deed of Trust by
nonjudicial sale, and each Guarantor hereby waives all rights and defenses
(including, without limitation, any defense to the recovery by the Trustee
and the other Benefitted Parties against any Guarantor of any deficiency
after such nonjudicial sale and any defense or benefits that may be afforded
by Sections 580a and 580d of the California Code of Civil Procedure or any
statute or law in any other jurisdiction having similar effect) arising out
of an election of remedies by the Trustee or any other Benefitted Party,
even though that election of remedies, such as a nonjudicial foreclosure
with respect to security for an obligation guaranteed by its Guarantee, has
destroyed such Guarantor's rights of subrogation and reimbursement against
the principal by the operation of Section 580d of the California Code of
Civil Procedure or otherwise.

       Each Guarantor acknowledges that it will receive substantial direct
and indirect benefits from the financing arrangements contemplated hereby
and that the waivers set forth in this Article Twelve are knowingly made in
contemplation of such benefits.

       If any Holder or the Trustee is required by any court or otherwise
to return to either the Issuer or the Guarantors, or any trustee or similar
official acting in relation to either the Issuer or the Guarantors, any
amount paid by the Issuer or the Guarantors to the Trustee or such Holder,
the Guarantees, to the extent theretofore discharged, shall be reinstated
in full force and effect.  Each of the Guarantors agrees that it shall not
be entitled to any right of subrogation in relation to the Holders in
respect of any obligations guaranteed hereby until payment in full of all
obligations guaranteed hereby.  Each Guarantor agrees that, as between it,
on the one hand, and the Holders of Notes and the Trustee, on the other
hand, (x) the maturity of the obligations guaranteed hereby may be
accelerated as provided in Article 6 hereof for the purposes hereof,
notwithstanding any stay, injunction or other prohibition preventing such
acceleration in respect of the obligations guaranteed hereby, and (y) in the
event of any acceleration of such obligations as provided in Article 6
hereof, such obligations (whether or not due and payable) shall forthwith
become due and payable by such Guarantor for the purpose of the Guarantee.

       THE TERMS OF ARTICLE 12 OF THE INDENTURE ARE INCORPORATED HEREIN BY
REFERENCE.

       Capitalized terms used herein have the same meanings given in the
Indenture unless otherwise indicated.

Dated as of April 16, 1997  Cadiz Land Company, Inc.


                      By: 
                      Name:
                      Title:

Attest:

Dated as of April 16, 1997     Agri-Land Realty, Inc.
                               Sun World Management Corporation
                               Sun World Avocado
                               Sun World Export, Inc.
                               Sun World Brands
                               Sun World/Rayo
                               Dinuba Packing Corporation
                               SFC Marketing Corporation
                               Sun Harvest, Inc.
                               Pacific Farm Service, Inc.
                               Big Valley Leasing, Inc.
                               Sun Desert, Inc.
                               Coachella Growers

                      By:                                           
                      Name:
                      Title:

Attest:
                       (SEAL)

                           Assignment Form


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

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

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

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

and irrevocably appoint __________________________________________________ 
to transfer this Note on the books of the Issuer.  The agent may substitute
another to act for him.

                                                                    

Date:              

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

Signature Guarantee.

                 Option of Holder to Elect Purchase

          If you want to elect to have this Note purchased by the Issuer
pursuant to Section 4.10 or 4.15 of the Indenture, check the box below:

           _____Section 4.10                ______Section 4.15

          If you want to elect to have only part of the Note purchased by
the Issuer pursuant to Section 4.10 or Section 4.15 of the Indenture, state
the amount you elect to have purchased:  $___________


Date:                             Your Signature:                   
                                  (Sign exactly as your 
                                   name appears on the Note)

                                  Tax Identification No.:          
         

Signature Guarantee.

                   SCHEDULE OF EXCHANGES OF DEFINITIVE NOTE(2)

           The following exchanges of a part of this Global Note for
Definitive Notes have been made:
                                                Principal        Signature
            Amount of                             Amount             of
           Decrease in      Amount of             of this        Authorized
            Principal      Decrease in          Global Note      Officer of
            Amount of       Principal            following         Trustee
Date of       this          Amount of           such decrease      or Note
Exchange   Global Note   this Global Note       (or increase)     Custodian
--------  ------------   ----------------    ----------------   -------------


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

                        EXHIBIT B-1
   FORM OF CERTIFICATE FOR EXCHANGE OR REGISTRATION OF TRANSFER
                      OF CERTIFICATED NOTES
          (Pursuant to Section 2.06(b) of the Indenture)


IBJ Schroder Bank & Trust Company
One State Street
New York, New York 10004
Attention:  Corporate Trust Administration

           Re:  11-1/4% First Mortgage Notes due 2004 of Sun World
                International, Inc.

           Reference is hereby made to the Indenture, dated as of April 16,
1997 (the "Indenture"), among Sun World International, Inc., as issuer (the
"Issuer"), the Guarantors and IBJ Schroder Bank & Trust Company, as trustee. 
Capitalized terms used but not defined herein shall have the meanings given
to them in the Indenture.

           This letter relates to $_______ principal amount of Notes which
are evidenced by one or more Global Notes (CUSIP No. _________) and held
with the Depository in the name of ____________________________ (the
"Holder" or "Transferor").  The Transferor hereby requests a transfer of
such beneficial interest in the Notes to a Person who will take delivery
thereof in the form of an equal principal amount of Notes evidenced by one
or more Certificated Notes (CUSIP No. ___________), which Notes, immediately
after such transfer, are to be delivered to the Transferor at the address
set forth below.

           In connection with such request and in respect of the Notes
surrendered to the Trustee herewith for exchange (the "Surrendered Notes"),
the Holder of such Surrendered Notes hereby certifies that:

                           [CHECK ONE]

       ____the Surrendered Notes are being acquired for the Transferor's
           own account, without transfer;

                                or

       ____the Surrendered Notes are being transferred to the Issuer;

                                or

       ____the Surrendered Notes are being transferred pursuant to and in
           accordance with Rule 144A under the United States Securities Act
           of 1933, as amended (the "Securities Act"), and, accordingly,
           the Transferor hereby further certifies that the Surrendered
           Notes are being transferred to a Person that the Transferor
           reasonably believes is purchasing the Surrendered Notes for its
           own account, or for one or more accounts with respect to which
           such Person exercises sole investment discretion, and such
           Person and each such account is a qualified institutional buyer
           within the meaning of Rule 144A, in each case in a transaction
           meeting the requirements of Rule 144A;

                                or

       ____the Surrendered Notes are being transferred in a transaction
           permitted by Rule 144 under the Securities Act;

                                or

       ____the Surrendered Notes are being transferred pursuant to an
           effective registration statement under the Securities Act;

                                or

       ____such transfer is being effected pursuant to an exemption from
           the registration requirements of the Securities Act other than
           Rule 144A or Rule 144, and the Transferor hereby further
           certifies that the Notes are being transferred in compliance
           with the transfer restrictions applicable to the Notes and in
           accordance with the requirements of the exemption claimed, which
           certification is supported by an Opinion of Counsel, provided by
           the Transferor or the transferee (a copy of which the Transferor
           has attached to this certification) in form reasonably
           acceptable to the Issuer and to the Registrar, to the effect
           that such transfer is in compliance with the Securities Act;

and the Surrendered Notes are being transferred in compliance with any
applicable blue sky securities laws of any state of the United States.

           This certificate and the statements contained herein are made for
your benefit and the benefit of the Issuer and Smith Barney Inc., the
initial purchaser of such Notes being transferred.  


                             __________________________
                             [Insert Name of Holder/Transferor] 


                             By:               
                             Name:
                             Title:
Dated:  _____________, _____

cc:      Sun World International, Inc.
         P.O. Box 80298
         Bakersfield, California 93312
         Attention:  Chief Financial Officer

                           Exhibit B-2

   FORM OF CERTIFICATE FOR EXCHANGE OR REGISTRATION OF TRANSFER
              FROM GLOBAL NOTE TO CERTIFICATED NOTE
          (Pursuant to Section 2.06(c) of the Indenture)


IBJ Schroder Bank & Trust Company
One State Street
New York, New York 10004
Attention:  Corporate Trust Administration

           Re:  11-1/4% First Mortgage Notes due 2004 of Sun World
                International, Inc.

           Reference is hereby made to the Indenture, dated as of April 16,
1997 (the "Indenture"), among Sun World International, Inc., as issuer (the
"Issuer"), the Guarantors and IBJ Schroder Bank & Trust Company, as trustee. 
Capitalized terms used but not defined herein shall have the meanings given
to them in the Indenture.

           This letter relates to $_______ principal amount of Notes which
are evidenced by one or more Global Notes (CUSIP No. _________) and held
with the Depository in the name of ____________________________ (the
"Holder" or "Transferor").  The Transferor hereby requests a transfer of
such beneficial interest in the Notes to a Person who will take delivery
thereof in the form of an equal principal amount of Notes evidenced by one
or more Certificated Notes (CUSIP No. ___________), which Notes, immediately
after such transfer, are to be delivered to the Transferor at the address
set forth below.

           In connection with such request and in respect of the Notes
surrendered to the Trustee herewith for exchange (the "Surrendered Notes"),
the Holder of such Surrendered Notes hereby certifies that:

                           [CHECK ONE]


       ____the Surrendered Notes are being transferred to the beneficial
           owner of such Notes;

                                or

       ____the Surrendered Notes are being transferred pursuant to and in
           accordance with Rule 144A under the United States Securities Act
           of 1933, as amended (the "Securities Act"), and, accordingly,
           the Transferor hereby further certifies that the Surrendered
           Notes are being transferred to a Person that the Transferor
           reasonably believes is purchasing the Surrendered Notes for its
           own account, or for one or more accounts with respect to which
           such Person exercises sole investment discretion, and such
           Person and each such account is a qualified institutional buyer
           within the meaning of Rule 144A, in each case in a transaction
           meeting the requirements of Rule 144A;

                                or

       ____the Surrendered Notes are being transferred in a transaction
           permitted by Rule 144 under the Securities Act;

                                or

       ____the Surrendered Notes are being transferred pursuant to an
           effective registration statement under the Securities Act;

                                or

       ____such transfer is being effected pursuant to an exemption from
           the registration requirements of the Securities Act other than
           Rule 144A or Rule 144, and the Transferor hereby further
           certifies that the Notes are being transferred in compliance
           with the transfer restrictions applicable to the Global Notes
           and in accordance with the requirements of the exemption
           claimed, which certification is supported by an Opinion of
           Counsel, provided by the Transferor or the transferee (a copy of
           which the Transferor has attached to this certification) in form
           reasonably acceptable to the Issuer and to the Registrar, to the
           effect that such transfer is in compliance with the Securities
           Act;

and the Surrendered Notes are being transferred in compliance with any
applicable blue sky securities laws of any state of the United States.

           This certificate and the statements contained herein are made for
your benefit and the benefit of the Issuer and Smith Barney Inc., the
initial purchaser of such Notes being transferred.  

 
                             __________________________
                             [Insert Name of Holder/Transferor] 


                             By:               
                             Name:
                             Title:
Dated:  _____________, _____

                             __________________________
                             [Address of Transferor]

                             __________________________


cc:      Sun World International, Inc.
         P.O. Box 80298
         Bakersfield, California 93312
         Attention:  Chief Financial Officer

                           Exhibit B-3

   FORM OF CERTIFICATE FOR EXCHANGE OR REGISTRATION OF TRANSFER
              FROM CERTIFICATED NOTE TO GLOBAL NOTE
          (Pursuant to Section 2.06(e) of the Indenture)



IBJ Schroder Bank & Trust Company
One State Street
New York, New York 10004
Attention:  Corporate Trust Administration

           Re:  11-1/4% First Mortgage Notes due 2004 of Sun World
                International, Inc.

           Reference is hereby made to the Indenture, dated as of April 16,
1997 (the "Indenture"), among Sun World International, Inc., as issuer (the
"Issuer"), the Guarantors and IBJ Schroder Bank & Trust Company, as trustee. 
Capitalized terms used but not defined herein shall have the meanings given
to them in the Indenture.

           This letter relates to $_______ principal amount of Notes which
are evidenced by one or more Global Notes (CUSIP No. _________) and held
with the Depository in the name of ____________________________ (the
"Holder" or "Transferor").  The Transferor hereby requests a transfer of
such beneficial interest in the Notes to a Person who will take delivery
thereof in the form of an equal principal amount of Notes evidenced by one
or more Certificated Notes (CUSIP No. ___________), which Notes, immediately
after such transfer, are to be delivered to the Transferor at the address
set forth below.

           In connection with such request and in respect of the Notes
surrendered to the Trustee herewith for exchange (the "Surrendered Notes"),
the Holder of such Surrendered Notes hereby certifies that:

                           [CHECK ONE]


       ____the Surrendered Notes are being transferred to the beneficial
           owner of such Notes;

                                or

       ____the Surrendered Notes are being transferred pursuant to and in
           accordance with Rule 144A under the United States Securities Act
           of 1933, as amended (the "Securities Act"), and, accordingly,
           the Transferor hereby further certifies that the Surrendered
           Notes are being transferred to a Person that the Transferor
           reasonably believes is purchasing the Surrendered Notes for its
           own account, or for one or more accounts with respect to which
           such Person exercises sole investment discretion, and such
           Person and each such account is a qualified institutional buyer
           within the meaning of Rule 144A, in each case in a transaction
           meeting the requirements of Rule 144A;

                                or

       ____the Surrendered Notes are being transferred in a transaction
           permitted by Rule 144 under the Securities Act;

                                or

       ____the Surrendered Notes are being transferred in a transaction
           permitted by Rule 904 under the Securities Act;

                                or

       ____the Surrendered Notes are being transferred pursuant to an
           effective registration statement under the Securities Act;

                                or

       ____such transfer is being effected pursuant to an exemption from
           the registration requirements of the Securities Act other than
           Rule 144A or Rule 144, and the Transferor hereby further
           certifies that the Notes are being transferred in compliance
           with the transfer restrictions applicable to the Notes and in
           accordance with the requirements of the exemption claimed, which
           certification is supported by an Opinion of Counsel, provided by
           the Transferor or the transferee (a copy of which the Transferor
           has attached to this certification) in form reasonably
           acceptable to the Issuer and to the Registrar, to the effect
           that such transfer is in compliance with the Securities Act;

and the Surrendered Notes are being transferred in compliance with any
applicable blue sky securities laws of any state of the United States.

           This certificate and the statements contained herein are made for
your benefit and the benefit of the Issuer and Smith Barney Inc., the
initial purchaser of such Notes being transferred.  

 
                             __________________________
                             [Insert Name of Transferor] 


                             By:               
                             Name:
                             Title:
Dated:  _____________, _____

cc:      Sun World International, Inc.
         P.O. Box 80298
         Bakersfield, California 93312
         Attention:  Chief Financial Officer

                      CROSS-REFERENCE TABLE*
Trust Indenture
  Act Section                                   Indenture Section

310 (a)(1) ..  . . . . . . . . .  . .  . . . . . . .  7.10 
    (a)(2) ..  . .  . .  . . . . . . . . . . . . . . .7.10 
    (a)(3) .. . . . . . . . . . . . . . . . . . . . .  N.A. 
    (a)(4) ..  . . . . . . . . . . . . . . . . . . . .N.A. 
    (a)(5) .. .. . . . . . . . . . . . . . . . . . .  7.10 
    (b)  . . . . . . . . . . . . . . . . . . . . . . .7.10 
    (c)  . . . . . . . . . . . . . . . . . . . . . . .N.A.
311 (a)  . . . . . . . . . . . . . . . . . . . . . . .7.11
    (b)  . . . . . . . . . . . . . . . . . . . . . . .7.11
    (c)  . . . . . . . . . . . . . . . . . . . . . . .N.A.
312 (a)  . . . . . . . . . . . . . . . . . . . . . . .2.05
    (b)  . . . . . . . . . . . . . . . . . . . . . . 11.03
    (c)  . . . . . . . . . . . . . . . . . . . . . . 11.03
313 (a)  . . . . . . . . . . . . . . . . . . . . . .  7.06
    (b)(1) . . . . . . . . . . . . . . . . . . . . . 10.03
    (b)(2) . . . . . . . . . . . . . . . . . . . . .  7.07
    (c)  . . . . . . . . . . . . . . . . . . . 7.06; 11.02
    (d)  . . . . . . . . . . . . . . . . . . . . . .  7.06
314 (a)  . . . . . . . . . . . . . . . . . . . 4.03; 11.02
    (b)  . . . . . . . . . . . . . . . . . . . . . . 10.02
    (c)(1) . . . . . . . . . . . . . . . . . . . . . 11.04
    (c)(2) . . . . . . . . . . . . . . . . . . . . . 11.04
    (c)(3) . . . . . . . . . . . . . . . . . . . . .  N.A.
    (d)  . . . . . . . . . . . . . . . 10.03; 10.04; 10.05
    (e)  . . . . . . . . . . . . . . . . . . . . . . 11.05
    (f)  . . . . . . . . . . . . . . . . . . . . . .  N.A.
315 (a)  . . . . . . . . . . . . . . . . . . . . . .  7.01
    (b)  . . . . . . . . . . . . . . . . . . . 7.05; 11.02
    (c)  . . . . . . . . . . . . . . . . . . . . . .  7.01
    (d)  . . . . . . . . . . . . . . . . . . . . . .  7.01
    (e)  . . . . . . . . . . . . . . . . . . . . . .  6.11
316 (a)(last sentence) . . . . . . . . . . . . . . .  2.09
    (a)(1)(a). . . . . . . . . . . . . . . . . . . .  6.05
    (a)(1)(b). . . . . . . . . . . . . . . . . . . .  6.04
    (a)(2) . . . . . . . . . . . . . . . . . . . . .  N.A.
    (b)  . . . . . . . . . . . . . . . . . . . . . .  6.07
    (c)  . . . . . . . . . . . . . . . . . . . . . .  2.12
317 (a)(1) . . . . . . . . . . . . . . . . . . . . .  6.08
    (a)(2) . . . . . . . . . . . . . . . . . . . . .  6.09
    (b)  . . . . . . . . . . . . . . . . . . . . . .  2.04
318 (a)  . . . . . . . . . . . . . . . . . . . . . . 11.01
    (b)  . . . . . . . . . . . . . . . . . . . . . .  N.A.
    (c)  . . . . . . . . . . . . . . . . . . . . . . 11.01

N.A. means not applicable

*This Cross-Reference Table is not part of the Indenture

    
