Common use of Table of Contents, Headings, etc Clause in Contracts

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. Dated as of December ___, 1997 ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P BY: ▇▇▇▇▇▇▇ MANAGEMENT COMPANY, INC. ITS GENERAL PARTNER By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ------------------------------- Name: Title: By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ------------------------------- Name: Title: ▇▇▇▇▇▇▇ FINANCE CORP. By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ------------------------------- Name: Title: Attest: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ --------------------------------- STATE STREET BANK AND TRUST COMPANY BY: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ------------------------------- Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: VICE PRSIDENT Attest: --------------------------------- EXHIBIT A-1 (Face of Note) 10 1/8% Series A Senior Notes due 2007 No._____ CUSIP NO._________ $_____________ ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P. and ▇▇▇▇▇▇▇ FINANCE CORP. promise to pay to______________________________________________ or registered assigns, the principal sum of___________________________________________ Dollars on December 15, 2007 Interest Payment Dates: June 15, and December 15 of each year, commencing December 15, 1998 Record Dates: June 1, and December 1 Dated: December ___, 1997 ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P. BY: ▇▇▇▇▇▇▇ MANAGEMENT COMPANY, INC. ITS GENERAL PARTNER By: ----------------------------- Name: Title: By: ----------------------------- Name: Title: ▇▇▇▇▇▇▇ FINANCE CORP. By: --------------------------------- Name: Title: By: --------------------------------- Name: Title: This is one of the Global Notes referred to in the within-mentioned Indenture: STATE STREET BANK AND TRUST COMPANY AS TRUSTEE By: -------------------------------- A1-1 (Back of Note) 10 1/8% Series A Senior Notes due 2007 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 DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST ISSUERS (55 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) ("▇▇▇"), TO THE ISSUERS 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. THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER ▇▇▇▇▇▇▇ ▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ 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 THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED IN RULE 144A THEREUNDER. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE ISSUERS THAT (A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE 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 UNDER THE SECURITIES ACT, (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 ISSUERS SO REQUEST), (2) TO ONE OF THE ISSUERS 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. Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

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 will in no way modify or restrict any of the terms or provisions hereof. 91 SIGNATURES Dated as of December ___January 11, 1997 2002 APCOA/STANDARD PARKING, INC. By: ------------------------------------------- Name: G. ▇▇▇▇ ▇▇▇▇▇▇▇ FAMILY RESTAURANTSTitle: Executive Vice President, L.P BYChief Financial Officer, Treasurer A-1 AUTO PARK, INC. By: ------------------------------------------- Name: G. ▇▇▇▇ ▇▇▇▇▇▇▇ MANAGEMENT COMPANYTitle: Vice President, INC. ITS GENERAL PARTNER Treasurer APCOA CAPITAL CORPORATION By: /s/ ------------------------------------------- Name: G. ▇▇▇▇ ▇▇▇▇▇▇▇ Title: Vice President, Treasurer CENTURY PARKING, INC. By: ------------------------------------------- Name: G. ▇▇▇▇ ▇▇▇▇▇▇▇ Title: Vice President, Treasurer EVENTS PARKING CO., INC. By: ------------------------------------------- Name: G. ▇▇▇▇ ▇▇▇▇▇▇▇ Title: Treasurer 92 HAWAII PARKING MAINTENANCE, INC. By: ------------------------------------------- Name: G. ▇▇▇▇ ▇▇▇▇▇▇▇ Title: Vice President, Treasurer METROPOLITAN PARKING SYSTEM, INC. By: ------------------------------------------- Name: G. ▇▇▇▇ ▇▇▇▇▇▇▇ Title: Treasurer S & S PARKING, INC. By: ------------------------------------------- Name: G. ▇▇▇▇ ▇▇▇▇▇▇▇ Title: Vice President, Treasurer SENTINEL PARKING CO. OF OHIO, INC. By: ------------------------------------------- Name: G. ▇▇▇▇ ▇▇▇▇▇▇▇ Title: Vice President, Treasurer SENTRY PARKING CORPORATION By: ------------------------------------------- Name: G. ▇▇▇▇ ▇▇▇▇▇▇▇ Title: Vice President, Treasurer 93 STANDARD AUTO PARK, INC. By: ------------------------------------------- Name: G. ▇▇▇▇ ▇▇▇▇▇▇▇ Title: Treasurer STANDARD PARKING CORPORATION By: ------------------------------------------- Name: G. ▇▇▇▇ ▇▇▇▇▇▇▇ Title: Treasurer STANDARD PARKING CORPORATION IL By: ------------------------------------------- Name: G. ▇▇▇▇ ▇▇▇▇▇▇▇ Title: Treasurer TOWER PARKING, INC. By: ------------------------------------------- Name: G. ▇▇▇▇ ▇▇▇▇▇▇▇ Title: Vice President, Treasurer VIRGINIA PARKING SERVICE, INC. By: ------------------------------------------- Name: G. ▇▇▇▇ ▇▇▇▇▇▇▇ Title: Vice President, Treasurer 94 APCOA ▇▇▇▇▇▇▇ PARKING COMPANY, LLC By: APCOA/STANDARD PARKING, INC., ITS SOLE MEMBER By: Name: G. ▇▇▇▇ ▇▇▇▇▇▇▇ ------------------------------------------- Title: Executive Vice President, Chief Financial Officer, Treasurer APCOA LASALLE PARKING COMPANY, LLC By: APCOA/STANDARD PARKING INC., ITS MANAGER By: Name: G. ▇▇▇▇ ▇▇▇▇▇▇▇ ------------------------------------------- Title: Executive Vice President, Chief Financial Officer, Treasurer EXECUTIVE PARKING INDUSTRIES, L.L.C. By: ------------------------------------------- Name: G. ▇▇▇▇ ▇▇▇▇▇▇▇ Title: Treasurer Attest: --------------------------------- Name: Title: 95 SIGNATURES Dated as of January 11, 2001 Wilmington Trust Company, as Trustee By: ------------------------------- Name: Title: SCHEDULE I SCHEDULE OF GUARANTORS The following schedule lists each Guarantor under the Indenture as of the date of the Indenture: A-1 Auto Park, Inc. APCOA ▇▇▇▇▇▇▇ Parking Company, LLC APCOA Capital Corporation APCOA LaSalle Parking Company, LLC Century Parking, Inc. Events Parking Co., Inc. Hawaii Parking Maintenance Inc. Metropolitan Parking System, Inc. S&S Parking, Inc. Sentinel Parking Co. of Ohio, Inc. Sentry Parking Corporation Standard Auto Park, Inc. Standard Parking Corporation Standard Parking Corporation IL Tower Parking, Inc. Virginia Parking Service, Inc. Executive Parking Industries, L.L.C. I-1 EXHIBIT A [Face of Note] ------------------------------------------------------------------------------- THIS NOTE WILL BE CONSIDERED TO HAVE BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT ("OID") FOR PURPOSES OF SECTIONS 1271 ET. SEQ. OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. THE ISSUE DATE OF THIS NOTE IS JANUARY 11, 2002. FOR INFORMATION REGARDING THE ISSUE PRICE, AMOUNT OF OID, AND YIELD TO MATURITY FOR PURPOSES OF THE OID RULES, PLEASE CONTACT G. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ------------------------------- Name: Title: By: /s/ ▇▇▇, EXECUTIVE VICE PRESIDENT, CHIEF FINANCIAL OFFICER AND TREASURER OF APCOA/STANDARD PARKING, INC., AT ▇▇▇ ▇. ▇▇▇▇▇▇▇ ------------------------------- Name: Title: ▇▇▇▇▇▇▇ FINANCE CORP. By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ------------------------------- Name: Title: Attest: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ --------------------------------- STATE STREET BANK AND TRUST COMPANY BY: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ------------------------------- Name: ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, TELECOPIER NO.: (▇▇▇ Title▇) ▇▇▇-▇▇▇▇, ATTENTION: VICE PRSIDENT Attest: --------------------------------- EXHIBIT A-1 (Face of NoteCHIEF FINANCIAL OFFICER. ALL INDEBTEDNESS EVIDENCED BY THIS INSTRUMENT IS SUBORDINATED TO THE SENIOR INDEBTEDNESS PURSUANT TO, AND TO THE EXTENT PROVIDED IN, AND IS OTHERWISE SUBJECT TO THE TERMS OF, THE INTERCREDITOR AGREEMENT, DATED AS OF JANUARY 11, 2002 AS THE SAME MAY BE AMENDED, RESTATED, MODIFIED OR SUPPLEMENTED AND IN EFFECT FROM TIME TO TIME, BY AND AMONG WILMINGTON TRUST COMPANY, AS TRUSTEE, LASALLE BANK NATIONAL ASSOCIATION, AS AGENT FOR THE SENIOR LENDERS, AND THE "CREDIT PARTIES" IDENTIFIED THEREIN, INCLUDING THE MAKER(S) 10 1/8% Series A Senior Notes due 2007 No._____ CUSIP NO.OF THIS INSTRUMENT. CUSIP/CINS ____________ 14% [Series A] [Series B] Senior Subordinated Second Lien Notes Due 2006 No. ___ $_____________ ▇▇▇▇▇▇▇ FAMILY RESTAURANTSAPCOA/Standard Parking, L.P. and ▇▇▇▇▇▇▇ FINANCE CORP. promise Inc. promises to pay toto CEDE & CO. or registered assigns, the principal sum of ______________________________________________ or registered assigns, the principal sum of___________________________________________ Dollars on December 15, 2007 2006. Interest Payment Dates: June 15, 15 and December 15 of each year, commencing December 15, 1998 Record Dates: June 1, 1 and December 1 Dated: December _______________, 1997 ▇▇▇▇▇▇▇ FAMILY RESTAURANTS200_ APCOA/Standard Parking, L.P. BY: ▇▇▇▇▇▇▇ MANAGEMENT COMPANY, INC. ITS GENERAL PARTNER Inc. By: ----------------------------- ------------------------------------------- Name: Title: By: ----------------------------- Name: Title: ▇▇▇▇▇▇▇ FINANCE CORP. By: --------------------------------- Name: Title: By: --------------------------------- Name: Title: This is one of the Global Notes referred to in the within-mentioned Indenture: STATE STREET BANK AND TRUST COMPANY AS TRUSTEE By: -------------------------------- A1-1 (Back of Note) 10 1/8% Series A Senior Notes due 2007 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 DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST ISSUERS (55 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) ("▇▇▇"), TO THE ISSUERS 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. THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER ▇▇▇▇▇▇▇ ▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ 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 THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED IN RULE 144A THEREUNDER. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE ISSUERS THAT (A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE 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 UNDER THE SECURITIES ACT, (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 ISSUERS SO REQUEST), (2) TO ONE OF THE ISSUERS 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. Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.:

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. 100 Dated as of December ___April 6, 1997 1998 THE MUSICLAND GROUP, INC. By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P BY------------------------------------ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ MANAGEMENT COMPANYTitle: CEO and Chairman MUSICLAND STORES CORPORATION By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ------------------------------------ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: CEO and Chairman BANK ONE, INC. ITS GENERAL PARTNER NA, as Trustee By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ------------------------------- ------------------------------ Name: Title: By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ------------------------------- Name: Title: ▇▇▇▇▇▇▇ FINANCE CORPVice President 101 EXHIBIT A-1 (Face of Senior Subordinated Note) 9_% Senior Subordinated Notes due 2008 No. By: /s/ ▇▇▇▇▇▇ ▇$ CUSIP NO. ▇▇▇▇▇▇▇▇▇ ------------------------------- Name: Title: Attest: /s/ ▇▇▇▇▇▇ ▇--- --------------- THE MUSICLAND GROUP, INC. ▇▇▇▇▇▇▇ --------------------------------- STATE STREET BANK AND TRUST COMPANY BY: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ------------------------------- Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: VICE PRSIDENT Attest: --------------------------------- EXHIBIT A-1 (Face of Note) 10 1/8% Series A Senior Notes due 2007 No._____ CUSIP NO._________ $_____________ ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P. and ▇▇▇▇▇▇▇ FINANCE CORP. promise promises to pay to______________________________to ________________ or registered assigns, the principal sum of________________________________of ___________ Dollars on December March 15, 2007 2008. Interest Payment Dates: June 15, March 15 and December September 15 of each year, commencing December 15, 1998 Record Dates: June 1, March 1 and December September 1 Dated: December ___, 1997 ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P. BY: ▇▇▇▇▇▇▇ MANAGEMENT COMPANYTHE MUSICLAND GROUP, INC. ITS GENERAL PARTNER By: ----------------------------- Name: Title: By: ----------------------------- Name: Title: ▇▇▇▇▇▇▇ FINANCE CORP. By: --------------------------------- Name: Title: By: --------------------------------- ------------------------------- Name: Title: This is one of the Global Senior Subordinated Notes referred to in the within-mentioned Indenture: STATE STREET Dated: ------------------------ BANK AND TRUST COMPANY AS TRUSTEE ONE, NA, as Trustee By: -------------------------------- A1-1 ---------------------------------- (Back of Senior Subordinated Note) 10 1/8% Series A 9_% Senior Subordinated Notes due 2007 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 DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST ISSUERS 2008 (55 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇1) ("▇▇▇"), TO THE ISSUERS 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 & COThis paragraph should be included only if the Senior Subordinated Note is issued in global form., HAS AN INTEREST HEREIN. THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER ▇▇▇▇▇▇▇ ▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ 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 THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED IN RULE 144A THEREUNDER. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE ISSUERS THAT (A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE 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 UNDER THE SECURITIES ACT, (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 ISSUERS SO REQUEST), (2) TO ONE OF THE ISSUERS 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. Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table and Headings 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. [Indenture signature pages follow] [Indenture signature pages] Dated as of December ___June 25, 1997 ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P BY: ▇▇▇▇▇▇▇ MANAGEMENT COMPANY2003 DOMINO'S, INC. ITS GENERAL PARTNER By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ------------------------------- Name: Title: By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ------------------------------- Name: Title: ▇▇▇▇▇▇▇ FINANCE CORP. By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ------------------------------- Harry J. Silverman ------------------------------------- Name: Harry J. Silverman Title: Attest: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ --------------------------------- STATE STREET BANK AND TRUST COMPANY BY: /s/ ▇▇▇V▇▇▇ ▇▇▇▇▇▇▇▇▇ ------------------------------- DOMINO'S PIZZA, LLC By: /s/ Harry J. Silverman ------------------------------------- Name: ▇▇▇Harry J. Silverman Title: V▇▇▇ ▇▇▇▇▇▇▇▇▇ DOMINO'S PIZZA PMC, INC. By: /s/ Harry J. Silverman ------------------------------------- Name: Harry J. Silverman Title: VICE PRSIDENT Attest: --------------------------------- EXHIBIT A-1 (Face of Note) 10 1/8% Series A Senior Notes due 2007 No._____ CUSIP NO._________ $_____________ V▇▇▇ ▇▇▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P. and DOMINO'S FRANCHISE HOLDING CO. By: /s/ Harry J. Silverman ------------------------------------- Name: Harry J. Silverman Title: V▇▇▇ ▇▇▇▇▇▇▇▇▇ FINANCE CORPDOMINO'S PIZZA INTERNATIONAL PAYROLL SERVICES, INC. promise By: /s/ Harry J. Silverman ------------------------------------- Name: Harry J. Silverman Title: V▇▇▇ ▇▇▇▇▇▇▇▇▇ DOMINO'S PIZZA INTERNATIONAL, INC. By: /s/ Harry J. Silverman ------------------------------------- Name: Harry J. Silverman Title: V▇▇▇ ▇▇▇▇▇▇▇▇▇ DOMINO'S PIZZA--GOVERNMENT SERVICES DIVISION, INC. By: /s/ Nathaniel J. Betts ------------------------------------- Name: Nathaniel J. Betts Title: V▇▇▇ ▇▇▇▇▇▇▇▇▇ DOMINO'S PIZZA NS CO. By: /s/ Harry J. Silverman ------------------------------------- Name: Harry J. Silverman Title: V▇▇▇ ▇▇▇▇▇▇▇▇▇ BNY MIDWEST TRUST COMPANY, as Trustee By: /s/ Roxane Gilwanger ------------------------------------- Name: Roxane Gilwanger Title: Ass▇▇▇▇▇▇ Vice President EXHIBIT A-1 (▇▇▇▇ ▇▇ ▇▇▇▇) ▇▇▇▇▇ ISIN --------- ----------- 8 1 4% Senior Subordinated Notes due 2011 No. $ ------ ----------- DOMINO'S, INC. promises to pay to________________________________to CEDE & CO., or registered assigns, the principal sum of ______________ or registered assigns, the principal sum ofMILLION Dollars ($___________________________________________ Dollars ) on December 15, 2007 Interest Payment Dates: June 15, and December 15 of each year, commencing December 15, 1998 Record Dates: June July 1, and December 1 Dated: December ___, 1997 ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P. BY: ▇▇▇▇▇▇▇ MANAGEMENT COMPANY, INC. ITS GENERAL PARTNER By: ----------------------------- Name: Title: By: ----------------------------- Name: Title: ▇▇▇▇▇▇▇ FINANCE CORP. By: --------------------------------- Name: Title: By: --------------------------------- Name: Title: This is one of the Global Notes referred to in the within-mentioned Indenture: STATE STREET BANK AND TRUST COMPANY AS TRUSTEE By: -------------------------------- A1-1 (Back of Note) 10 1/8% Series A Senior Notes due 2007 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 DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST ISSUERS (55 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) ("▇▇▇"), TO THE ISSUERS 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 & CO2011., HAS AN INTEREST HEREIN. THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER ▇▇▇▇▇▇▇ ▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ 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 THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED IN RULE 144A THEREUNDER. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE ISSUERS THAT (A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE 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 UNDER THE SECURITIES ACT, (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 ISSUERS SO REQUEST), (2) TO ONE OF THE ISSUERS 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. Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table and Headings of the Articles and Sections of this Senior Discount Indenture have been inserted for convenience of reference only, are not to be considered a part of this Senior Discount Indenture and shall will in no way modify or restrict any of the terms or provisions hereof. 113 Dated as of December ___September 23, 1997 ▇▇▇▇▇▇▇ FAMILY RESTAURANTS2004 SIGNATURES VANGUARD HEALTH HOLDING COMPANY I, L.P BY: ▇▇▇▇▇▇▇ MANAGEMENT COMPANY, INC. ITS GENERAL PARTNER LLC By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ------------------------------- --------------------------------------- Name: Title: By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ------------------------------- Name: Title: ▇▇▇▇▇▇▇ FINANCE CORPExecutive Vice President, Chief Financial Officer & Treasurer VANGUARD HOLDING COMPANY I, INC. By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ --------------------------------------- Name: ▇▇▇▇▇▇ ------------------------------- Name: ▇. ▇▇▇▇▇ Title: AttestExecutive Vice President, Chief Financial Officer & Treasurer VANGUARD HEALTH SYSTEMS, INC. By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ --------------------------------------- Name: ▇▇▇▇▇▇ --------------------------------- STATE STREET BANK AND TRUST COMPANY BY▇. ▇▇▇▇▇ Title: Executive Vice President, Chief Financial Officer & Treasurer Counterpart Signature Page Senior Discount Notes Indenture Dated as of September 23, 2004 SIGNATURES U.S. Bank National Association By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ------------------------------- Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: VICE PRSIDENT Attest: --------------------------------- ---------------------------------------- Authorized Signatory Counterpart Signature Page Senior Discount Notes Indenture EXHIBIT A-1 (A1 [Face of Senior Discount Note) 10 1/8] CUSIP/ISIN 11-1/4% Series A Senior Discount Notes due 2007 2015 No._. ____ CUSIP NO._________ Principal Amount at Maturity $_____________ ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P. and ▇▇▇▇▇▇▇ FINANCE CORP. promise to pay to______________________________________________ or registered assigns, the principal sum of___________________________________________ Dollars on December 15, 2007 Interest Payment Dates: June 15, and December 15 of each year, commencing December 15, 1998 Record Dates: June 1, and December 1 Dated: December ___, 1997 ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P. BY: ▇▇▇▇▇▇▇ MANAGEMENT COMPANY, INC. ITS GENERAL PARTNER By: ----------------------------- Name: Title: By: ----------------------------- Name: Title: ▇▇▇▇▇▇▇ FINANCE CORP. By: --------------------------------- Name: Title: By: --------------------------------- Name: Title: This is one of the Global Notes referred to in the within-mentioned Indenture: STATE STREET BANK AND TRUST COMPANY AS TRUSTEE By: -------------------------------- A1-1 (Back of Note) 10 1/8% Series A Senior Notes due 2007 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 DEPOSITARY TO A NOMINEE IS ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR PURPOSES OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST ISSUERS (55 ▇SECTION ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) ("▇▇▇"), TO THE ISSUERS 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. THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER ▇▇▇▇▇▇▇ ▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ SECURITIES ACT INTERNAL REVENUE CODE OF 1933 (1986, AS AMENDED. FOR EACH $1,000 PRINCIPAL AMOUNT AT MATURITY OF THIS NOTE, THE "SECURITIES ACT"), ISSUE PRICE IS $577.13 AND THE SECURITY EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE AMOUNT OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY ORIGINAL ISSUE DISCOUNT IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED IN RULE 144A THEREUNDER$422.87. THE HOLDER ISSUE DATE OF THIS NOTE IS SEPTEMBER 23, 2004 AND THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE ISSUERS THAT YIELD TO MATURITY (ACOMPOUNDED SEMI-ANNUALLY) SUCH SECURITY MAY BE RESOLDIS 11.25%. VANGUARD HEALTH HOLDING COMPANY I, PLEDGED OR OTHERWISE 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 UNDER THE SECURITIES ACTLLC and VANGUARD HOLDING COMPANY I, (b) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACTINC. promise to pay to CEDE & CO. or registered assigns, (c) OUTSIDE THE UNITED STATES TO A FOREIGN PERSON IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 904 UNDER THE SECURITIES ACTthe principal sum of $__________ DOLLARS on October 1, OR (d) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF THE ISSUERS SO REQUEST), (2) TO ONE OF THE ISSUERS 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. Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated2015.

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 December ___January 29, 1997 ▇▇▇▇▇▇▇ FAMILY RESTAURANTS1999 Pac-West Telecomm, L.P BY: ▇▇▇▇▇▇▇ MANAGEMENT COMPANY, INC. ITS GENERAL PARTNER Inc. By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ------------------------------- ------------------------------ Name: Title: By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Chief Financial Officer Attest: /s/ ▇▇▇▇▇▇▇▇ ------------------------------- ▇▇▇▇▇ ---------------------------- Name: Title: ▇▇▇▇▇▇▇▇ FINANCE CORP▇▇▇▇▇ Title: Notary Public --------------------------------------- Norwest Bank Minnesota, National ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Association [Notary] Comm. # 1127538 [Public] NOTARY PUBLIC--CALIFORNIA By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ [ Seal ] San ▇▇▇▇▇▇▇ ------------------------------- County ------------------------------ My Comm. Expires March 2, 2001 Name: Title: Attest: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ --------------------------------- STATE STREET BANK AND TRUST COMPANY BY: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ------------------------------- Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ --------------------------------------- Title: VICE PRSIDENT Designated Signer Attest: --------------------------------- ---------------------------- Authorized Signatory Date: Signature Page to Indenture EXHIBIT A-1 (A1 [Face of Note) 10 1/8% Series A Senior Notes due 2007 No._____ CUSIP NO.] -------------------------------------------------------------------------------- CUSIP/CINS ___________ ___% [Series A] [Series B] Senior Notes due 2009 No. __ $_____________ ▇▇▇▇▇▇▇ FAMILY RESTAURANTSPac-West Telecomm, L.P. and ▇▇▇▇▇▇▇ FINANCE CORP. promise Inc. promises to pay to______________________________________________________________ or registered assigns, the principal sum of____________________________________________________________ Dollars on December 15_____________, 2007 200__. Interest Payment Dates: June 15, ____________ and December 15 of each year, commencing December 15, 1998 ____________ Record Dates: June 1, and December 1 Dated: December ____________ and ____________ Dated: January 29, 1997 ▇▇▇▇▇▇▇ FAMILY RESTAURANTS1998 Pac-West Telecomm, L.P. BY: ▇▇▇▇▇▇▇ MANAGEMENT COMPANY, INC. ITS GENERAL PARTNER Inc. By: ----------------------------- :____________________________________________ Name: Title: By: ----------------------------- Name: Title: ▇▇▇▇▇▇▇ FINANCE CORP. By: --------------------------------- Name: Title: By: --------------------------------- :____________________________________________ Name: Title: This is one of the Global Notes referred to in the within-mentioned Indenture: STATE STREET BANK AND TRUST COMPANY AS TRUSTEE Norwest Bank Minnesota, NATIONAL ASSOCIATION, as Trustee By: -------------------------------- __________________________________ Authorized Signatory -------------------------------------------------------------------------------- A1-1 ([Back of Note) 10 1/8] 13 1/2% [Series A A] [Series B] Senior Notes due 2007 UNLESS 2009 "THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND UNTIL IT IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.07 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE OR BUT NOT IN PART FOR NOTES IN DEFINITIVE FORMPURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY NOT BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE WITH THE PRIOR WRITTEN CONSENT OF THE DEPOSITORY TRUST ISSUERS (55 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) ("▇▇▇"), TO COMPANY." THE ISSUERS 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. THE SECURITY NOTE (OR ITS PREDECESSORPREDECESSORS) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER ▇▇▇▇▇▇▇ ▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ SECURITIES ACT OF 1933 (THE "SECURITIES ACT")1933, AS AMENDED, AND THE SECURITY NOTE EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THE SECURITY NOTE EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED IN BY RULE 144A THEREUNDERTHEREUNDER OR ANOTHER EXEMPTION UNDER THE SECURITIES ACT. THE HOLDER OF THE SECURITY NOTE EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE ISSUERS COMPANY THAT (A) SUCH SECURITY NOTE MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (1)(ai) (a) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) ), PURCHASING FOR ITS OWN ACCOUNT IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A UNDER THE SECURITIES ACT, (b) AN INSTITUTIONAL ACCREDITED INVESTOR THAT, PRIOR TO SUCH TRANSFER, FURNISHES TO THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THE NOTE EVIDENCED HEREBY (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE), (c) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER OF THE SECURITIES ACT, (cd) OUTSIDE THE UNITED STATES TO A FOREIGN PERSON IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, ACT OR (de) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT PROVIDED THAT IN THE CASE OF A TRANSFER PURSUANT TO CLAUSE (e) SUCH TRANSFER IS EFFECTED BY THE DELIVERY TO THE TRANSFEREE OF DEFINITIVE SECURITIES REGISTERED IN ITS NAME (OR ITS NOMINEES NAME) IN THE BOOKS MAINTAINED BY THE REGISTRAR, AND IS SUBJECT TO THE RECEIPT BY THE REGISTRAR (AND BASED UPON THE COMPANY, IF IT SO REQUESTS) OF A CERTIFICATION OF THE TRANSFEROR AND AN OPINION OF COUNSEL IF TO THE ISSUERS SO REQUEST)EFFECT THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT, (2ii) TO ONE OF THE ISSUERS COMPANY OR (3iii) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT 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 NOTE EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN (A) ABOVE. ." Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

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 will in no way modify or restrict any of the terms or provisions hereof. [Signatures on following page] 90 SIGNATURES Dated as of December ___April 30, 1997 ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P BY: ▇▇▇▇▇▇▇ MANAGEMENT COMPANY, INC. ITS GENERAL PARTNER 2004 iPCS ESCROW COMPANY By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ------------------------------- ---------------------- Name: Title: By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ------------------------------- Name: Title: ▇▇▇▇▇▇▇ FINANCE CORPPresident, Chief Executive Officer and Secretary iPCS, INC. By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ------------------------------- ---------------------- Name: Title: Attest: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ --------------------------------- STATE STREET BANK AND TRUST COMPANY BYTitle: Chief Restructuring Officer and Secretary iPCS EQUIPMENT, INC. By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ---------------------- Name: ▇▇▇▇▇▇▇ ------------------------------- ▇. ▇▇▇▇▇ Title: Chief Restructuring Officer and Secretary iPCS WIRELESS, INC. By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ---------------------- Name: ▇▇▇▇▇▇▇ ▇▇▇. ▇▇▇▇▇ Title: VICE PRSIDENT AttestChief Restructuring Officer and Secretary Dated as of April 30, 2004 U.S. BANK NATIONAL ASSOCIATION By: --------------------------------- /s/ Cauna ▇. ▇▇▇▇▇ ------------------- Name: Cauna ▇. ▇▇▇▇▇ Title: Vice President EXHIBIT A-1 (Face of Note) 10 1/8% Series A Senior Notes due 2007 No._____ CUSIP NO.[FACE OF NOTE] CUSIP/CINS ____________ 11 1/2% Senior Notes due 2012 No. ___ $_____________ ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P. and ▇▇▇▇▇▇▇ FINANCE CORP. promise iPCS ESCROW COMPANY promises to pay toto [______________] or registered assigns, the principal sum of __________________________________________________________ or registered assignsDOLLARS on May 1, the principal sum of2012. Interest Payment Dates: May 1 and November 1 Record Dates: April 15 and October 15 Dated: __________________________________________, 200_ Dollars on December 15, 2007 Interest Payment Dates: June 15, and December 15 of each year, commencing December 15, 1998 Record Dates: June 1, and December 1 Dated: December ___, 1997 ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P. BY: ▇▇▇▇▇▇▇ MANAGEMENT COMPANY, INC. ITS GENERAL PARTNER iPCS ESCROW COMPANY By: ----------------------------- Name: Title: By: ----------------------------- Name: Title: ▇▇▇▇▇▇▇ FINANCE CORP. By: --------------------------------- Name: Title: By: --------------------------------- ----------------------------------- Name: Title: This is one of the Global Notes referred to in the within-mentioned Indenture: STATE STREET U.S. BANK AND TRUST COMPANY AS TRUSTEE NATIONAL ASSOCIATION as Trustee By: -------------------------------- A1------------------------------------ Authorized Signatory A-1 11 1 (Back of Note) 10 1/82% Series A Senior Notes due 2007 UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM2012 [INSERT THE GLOBAL NOTE LEGEND, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY IF APPLICABLE PURSUANT TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST ISSUERS (55 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) ("▇▇▇"), TO THE ISSUERS 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. THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER ▇▇▇▇▇▇▇ ▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ 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 THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 THE INDENTURE] [INSERT THE PRIVATE PLACEMENT LEGEND, IF APPLICABLE PURSUANT TO THE PROVISIONS OF THE SECURITIES ACT PROVIDED IN RULE 144A THEREUNDER. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE ISSUERS THAT (A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE 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 UNDER THE SECURITIES ACT, (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 ISSUERS SO REQUEST), (2) TO ONE OF THE ISSUERS 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. INDENTURE] Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

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 December ___March 23, 1997 ▇▇▇▇▇▇▇ FAMILY RESTAURANTS2004 Very truly yours, L.P BY: ▇▇▇▇▇▇▇ MANAGEMENT COMPANYTEAM HEALTH, INC. ITS GENERAL PARTNER By: /s/ ▇▇▇▇▇▇ ▇. Robert Abramowski --------------------------------- Name: Robert Abramowski Title: ▇▇▇▇▇▇▇▇▇ ------------------------------- Name: Title: By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ------------------------------- President - Finance and Administration [GUARANTORS] By: /s/ Robert Abramowski --------------------------------- Name: Robert Abramowski Title: ▇▇▇▇▇▇▇ FINANCE CORP. By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ------------------------------- THE BANK OF NEW YORK, AS TRUSTEE By: /s/ Patricia Gallagher -------------------------------------- Name: Title: Attest: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ --------------------------------- STATE STREET BANK AND TRUST COMPANY BY: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ------------------------------- Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ er Title: VICE PRSIDENT Attest: --------------------------------- Vice President EXHIBIT A-1 A (Face of Note) 10 1/89% Series A Senior Subordinated Notes due 2007 2012 CUSIP No.. _____ CUSIP NO._________________ $_____________ ▇▇▇▇▇▇▇ FAMILY RESTAURANTSTEAM HEALTH, L.P. and ▇▇▇▇▇▇▇ FINANCE CORPINC. promise promises to pay toto CEDE & CO., or registered assigns, the principal sum of ___________ Dollars on March 23, 2012 Interest Payment Dates: April 1 and October 1 Record Dates: March 15 and September 15 DATED: TEAM HEALTH, INC. By: ___________________________ Name: Title: This is one of the Global Notes referred to in the within-mentioned Indenture: THE BANK OF NEW YORK, AS TRUSTEE By: ______________________________________ or registered assigns, the principal sum of___________________________________________ Dollars on December 15, 2007 Interest Payment Dates: June 15, and December 15 of each year, commencing December 15, 1998 Record Dates: June 1, and December 1 Dated: December ___, 1997 ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P. BY: ▇▇▇▇▇▇▇ MANAGEMENT COMPANY, INC. ITS GENERAL PARTNER By: ----------------------------- Name: Title: By: ----------------------------- Name: Title: ▇▇▇▇▇▇▇ FINANCE CORP. By: --------------------------------- Name: Title: By: --------------------------------- Name: Title: This is one of the Global Notes referred to in the within-mentioned Indenture: STATE STREET BANK AND TRUST COMPANY AS TRUSTEE By: -------------------------------- A1-1 (Authorized Signatory) (Back of Note) 10 1/89% Series A Senior Subordinated Notes due 2007 UNLESS 2012 THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND UNTIL IT IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.07 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE OR BUT NOT IN PART FOR NOTES IN DEFINITIVE FORMPURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY NOT BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE WITH THE PRIOR WRITTEN CONSENT OF THE DEPOSITORY TRUST ISSUERS (55 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) ("▇▇▇"), TO COMPANY. THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE ISSUERS 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. THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER ▇▇▇▇▇▇▇ ▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ SECURITIES ACT OF 1933 1933, AS AMENDED (THE "SECURITIES ACT"), AND OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY EVIDENCED HEREBY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY NOT BE OFFEREDREOFFERED, SOLD SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE TRANSFERRED DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY UNLESS SUCH TRANSACTION IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED IN RULE 144A THEREUNDEREXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE SECURITY EVIDENCED HEREBY AGREES FOR DATE (THE BENEFIT "RESALE RESTRICTION TERMINATION DATE") THAT IS TWO YEARS AFTER THE LATER OF THE ISSUERS THAT ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) SUCH SECURITY MAY BE RESOLDTO THE ISSUER, PLEDGED OR OTHERWISE ONLY (1)(aB) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON WHO THE SELLER IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER (BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACTACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) IN A TRANSACTION MEETING PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE REQUIREMENTS UNITED STATES WITHIN THE MEANING OF RULE 144A REGULATION S UNDER THE SECURITIES ACT, (bE) IN A TRANSACTION MEETING TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE REQUIREMENTS MEANING OF RULE 144 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACTACT THAT IS AN INSTITUTIONAL ACCREDITED INVESTOR ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, (c) OUTSIDE THE UNITED STATES TO A FOREIGN PERSON IN EACH CASE IN A TRANSACTION MEETING MINIMUM PRINCIPAL AMOUNT OF THE REQUIREMENTS SECURITIES OF RULE 904 UNDER $250,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (dF) IN ACCORDANCE WITH PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT ACT, SUBJECT TO THE ISSUER'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (AND BASED UPON D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL IF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE ISSUERS SO REQUEST), (2) TO ONE REQUEST OF THE ISSUERS 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 AFTER THE RESALE RESTRICTIONS SET FORTH IN (A) ABOVERESTRICTION TERMINATION DATE. Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table Table, and Headings 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 Indenture, and shall in no way modify or restrict any of the terms or provisions hereofof this Indenture. Dated as of December ___, 1997 ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P BYSIGNATURES ---------- THE COMPANY: ▇▇▇▇▇▇▇ MANAGEMENT COMPANY, ----------- YOUNG BROADCASTING INC. ITS GENERAL PARTNER By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ------------------------------- Name: TitleAttest: By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ------------------------------- Name: Title: ▇▇▇▇▇▇▇ FINANCE CORP. By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ------------------------------- Name: Title: Attest: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ --------------------------------- STATE STREET BANK AND TRUST COMPANY BY: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ------------------------------- Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: VICE PRSIDENT Attest: --------------------------------- EXHIBIT A-1 (Face of Note) 10 1/8% Series A Senior Notes due 2007 No._____ CUSIP NO._________ $_____________ ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P. and ▇▇▇▇▇▇▇ FINANCE CORP. promise to pay to___________________________ Name: ___________________________ Title: THE INITIAL GUARANTORS: ---------------------- YOUNG BROADCASTING OF ALBANY, INC. Attest: By: ___________________________ Name: ___________________________ Title: YOUNG BROADCASTING OF LANSING, INC. Attest: By: ____________________________ Name: ___________________________ Title: WINNEBAGO TELEVISION CORPORATION Attest: By: _____________________________ Name: ___________________________ Title: YOUNG BROADCASTING OF NASHVILLE, INC. Attest: By: ______________________________ or registered assigns, the principal sum ofName: ___________________________ Title: YBT, INC. Attest: By: ______________________________ Dollars on December 15, 2007 Interest Payment DatesName: June 15, and December 15 of each year, commencing December 15, 1998 Record Dates: June 1, and December 1 Dated: December ___________________________ Title: WKRN, 1997 G.P. By: Young Broadcasting of Nashville, Inc., Managing Partner Attest: By: __________________________ Name: ___________________________ Title: YOUNG BROADCASTING OF LOUISIANA, INC. Attest: By: ______________________________ Name: ___________________________ Title: LAT, INC. Attest: By: ______________________________ Name: ___________________________ Title: KLFY, L.P. By: Young Broadcasting of Louisiana, Inc., General Partner Attest: By: ______________________________ Name: ___________________________ Title: YOUNG BROADCASTING OF RICHMOND, INC. Attest: By: ______________________________ Name: ___________________________ Title: YOUNG BROADCASTING OF GREEN BAY, INC. Attest: By: ______________________________ Name: ___________________________ Title: YOUNG BROADCASTING OF KNOXVILLE, INC. Attest: By: ______________________________ Name: ___________________________ Title: WATE, G.P. By: Young Broadcasting of Knoxville, Inc., Managing Partner Attest: By: __________________________ Name: ___________________________ Title: YBK, INC. Attest: By: ______________________________ Name: ___________________________ Title: YOUNG BROADCASTING OF ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P. BY: ▇▇▇▇▇▇▇ MANAGEMENT COMPANY, INC. ITS GENERAL PARTNER By: ----------------------------- Name: TitleAttest: By: ----------------------------- ______________________________ Name: ___________________________ Title: ▇▇▇▇▇▇▇ FINANCE CORPYOUNG BROADCASTING OF SIOUX FALLS, INC. By: --------------------------------- Name: TitleAttest: By: --------------------------------- ______________________________ Name: ___________________________ Title: This is one of the Global Notes referred to in the within-mentioned IndentureYOUNG BROADCASTING OF RAPID CITY, INC. Attest: STATE STREET BANK AND TRUST COMPANY AS TRUSTEE By: -------------------------------- A1-1 (Back of Note) 10 1/8% Series A Senior Notes due 2007 UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM______________________________ Name: ___________________________ Title: YOUNG BROADCASTING OF LOS ANGELES, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE INC. Attest: By: ______________________________ Name: ___________________________ Title: YOUNG BROADCASTING OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARYSAN FRANCISCO, INC. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST ISSUERS (55 ▇Attest: By: ______________________________ Name: ___________________________ Title: FIDELITY TELEVISION, INC. Attest: By: ______________________________ Name: ___________________________ Title: HONEY BUCKET FILMS, INC. Attest: By: ______________________________ Name: ___________________________ Title: ▇▇▇▇ ▇▇▇▇▇▇▇ INC. Attest: By: ______________________________ Name: ___________________________ Title: FIRST UNION NATIONAL BANK, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) ("▇▇▇"), TO as Trustee By: ______________________________ Name: Title: EXHIBIT A-1 ----------- [FORM OF SERIES A NOTE] THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE ISSUERS 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. THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER ▇▇▇▇▇▇▇ ▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ U.S. SECURITIES ACT OF 1933 1933, AS AMENDED (THE "SECURITIES ACT"), AND THE SECURITY EVIDENCED HEREBY AND, ACCORDINGLY, MAY NOT BE OFFEREDOFFERED OR SOLD WITHIN THE UNITED STATES OR TO, SOLD OR OTHERWISE TRANSFERRED IN FOR THE ABSENCE OF SUCH REGISTRATION ACCOUNT OR AN APPLICABLE EXEMPTION THEREFROMBENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH BELOW. EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED IN RULE 144A THEREUNDER. BY ITS ACQUISITION HEREOF, THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE ISSUERS (1) REPRESENTS THAT (A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE ONLY (1)(a) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IT IS A "QUALIFIED INSTITUTIONAL BUYER BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS AN "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT) (AN "ACCREDITED INVESTOR") OR (C) IT IS NOT A TRANSACTION MEETING U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION, (2) AGREES THAT IT WILL NOT WITHIN TWO YEARS AFTER THE REQUIREMENTS ORIGINAL ISSUANCE OF THIS SECURITY RESELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO YOUNG BROADCASTING INC. (THE "COMPANY"), OR ANY SUBSIDIARY THEREOF, (B) INSIDE THE UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (bC) IN INSIDE THE UNITED STATES TO AN ACCREDITED INVESTOR THAT, PRIOR TO SUCH TRANSFER, FURNISHES (OR HAS FURNISHED ON ITS BEHALF BY A TRANSACTION MEETING U.S. BROKER-DEALER) TO THE REQUIREMENTS TRUSTEE OR TRANSFER AGENT A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF RULE 144 UNDER THIS SECURITY (THE SECURITIES ACTFORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE OR TRANSFER AGENT FOR THIS SECURITY), (cD) OUTSIDE THE UNITED STATES TO A FOREIGN PERSON IN A AN OFFSHORE TRANSACTION MEETING THE REQUIREMENTS OF IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT, OR (dE) IN ACCORDANCE WITH ANOTHER PURSUANT TO THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF THE ISSUERS SO REQUESTAVAILABLE), (2) TO ONE OF THE ISSUERS OR (3F) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, UNDER THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN EACH CASE, IN ACCORDANCE CONNECTION WITH ANY APPLICABLE SECURITIES LAWS TRANSFER OF ANY STATE THIS SECURITY WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS SECURITY, IF THE PROPOSED TRANSFEREE IS AN ACCREDITED INVESTOR, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE OR TRANSFER AGENT AND THE COMPANY SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS EITHER OF THEM MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION," "UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION STATES" AND "U. S. PERSON" HAVE THE MEANING GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT. (BFace of Note) THE HOLDER WILLYOUNG BROADCASTING INC. 10% Senior Subordinated Note due 2011 No. _______________ $_____________ CUSIP No.___________ Young Broadcasting Inc., 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 Delaware corporation (A) ABOVE. Capitalized terms used herein shall have hereinafter called the meanings assigned to them in "Company," which term includes any successor entity under the Indenture hereinafter referred to), for value received, hereby promises to below unless otherwise indicatedpay to ___________________ or registered assigns, the principal sum of _______________________ Dollars on March 1, 2011.

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. 61 SIGNATURES Dated as of December ___, 1997 ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P BY: ▇▇▇▇▇▇▇ MANAGEMENT COMPANY, INC. ITS GENERAL PARTNER By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ------------------------------- Name: Title: By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ------------------------------- Name: Title: ▇▇▇▇▇▇▇ FINANCE CORP. By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ------------------------------- Name: Title: Attest: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ --------------------------------- STATE STREET BANK AND TRUST COMPANY BY: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ------------------------------- Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: VICE PRSIDENT Attest: --------------------------------- EXHIBIT A-1 (Face of Note) 10 1/8% Series A Senior Notes due 2007 No._____ CUSIP NO._________ $____, 1998 PREMIER PARKS INC. BY: _________________________________ ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P. and ▇▇▇▇▇▇▇ FINANCE CORPName: Title: Attest: _________________________ Name: Title: THE BANK OF NEW YORK BY: _________________________________ Name: Title: Attest: _________________________ Authorized Signatory Date: 62 EXHIBIT A (Face of Note) ================================================================================ (a) CUSIP _________________ __% Senior Discount Notes due 2006 No. promise ___ $ ____________ PREMIER PARKS INC. promises to pay toto _____________________________________________________________ or registered assigns, the principal sum ofof _____________________________________________________ Dollars on December 15____________, 2007 2006. Interest Payment Dates: June 15, and December 15 of each year, commencing December 15, 1998 Record Dates: June 1, and December 1 Dated: December ____________, 1997 ▇▇▇▇▇▇▇ FAMILY RESTAURANTSand ____________ Record Dates: ____________, L.P. and ____________ DATED: ____________, 1998 PREMIER PARKS INC. BY: ▇▇▇▇▇▇▇ MANAGEMENT COMPANY, INC. ITS GENERAL PARTNER By: ----------------------------- Name: Title: By: ----------------------------- Name: Title: ▇▇▇▇▇▇▇ FINANCE CORP. By: --------------------------------- Name: Title: By: --------------------------------- _________________________________ Name: Title: This is one of the Global Notes referred to in the within-mentioned Indenture: STATE STREET BANK AND TRUST COMPANY AS TRUSTEE The Bank of New York, as Trustee By: -------------------------------- A1-1 ______________________________ ================================================================================ (Back of Note) 10 1/8___% Series A Senior Notes due 2007 UNLESS AND UNTIL IT 2006 THIS GLOBAL NOTE IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE HELD BY THE DEPOSITARY TO A NOMINEE OF DEPOSITORY (AS DEFINED IN THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS INDENTURE GOVERNING THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST ISSUERS (55 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) ("▇▇▇"), TO THE ISSUERS NOTES OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED NOMINEE 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. THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER ▇▇▇▇▇▇▇ ▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ 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 THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED IN RULE 144A THEREUNDER. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES CUSTODY FOR THE BENEFIT OF THE ISSUERS BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (AI) THE TRUSTEE MAY MAKE SUCH SECURITY NOTATIONS HEREON AS MAY BE RESOLDREQUIRED PURSUANT TO SECTION 2.07 OF THE INDENTURE, PLEDGED OR OTHERWISE ONLY (1)(aII) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A PERSON WHO SUCCESSOR DEPOSITARY WITH 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 UNDER THE SECURITIES ACT, (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 PRIOR WRITTEN CONSENT OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF THE ISSUERS SO REQUEST), (2) TO ONE OF THE ISSUERS 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) ABOVECOMPANY. Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

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. (Signature Pages Follow) Dated as of December ___16, 1997 2003 UNITED AGRI PRODUCTS, INC. By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P BY: ------------------------------------------- ▇▇▇▇ ▇▇▇▇▇▇▇ MANAGEMENT Executive Vice President and Chief Financial Officer AG-CHEM, INC. ▇▇▇▇▇▇ CHEMICALS, INC. UAP 23, INC. CROPMATE COMPANY CSK ENTERPRISES, INC. GAC 26, INC. UAP 27, INC. GENMARKS, INC. GROWER SERVICE CORPORATION (NEW YORK) HACO, INC. LOVELAND INDUSTRIES, INC. LOVELAND PRODUCTS, INC. MIDWEST AGRICULTURE WAREHOUSE CO. ▇▇▇▇▇▇▇ CHEMICAL CO. PLATTE CHEMICAL CO. PUEBLO CHEMICAL & SUPPLY CO. RAVAN PRODUCTS, INC. S.E. ENTERPRISES, INC. SNAKE RIVER CHEMICALS, INC. TRANSBAS, INC. TRI-RIVER CHEMICAL COMPANY, INC. ITS GENERAL PARTNER TRI-STATE CHEMICALS, INC. TRI-STATE DELTA CHEMICALS, INC. UAP RECEIVABLES CORPORATION UAP 22, INC. UAP/GA AG CHEM, INC. UAPLP, INC. UNITED AGRI PRODUCTS - FLORIDA, INC. UNITED AGRI PRODUCTS FINANCIAL SERVICES, INC. VERDICON, INC. YVC, INC. By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ ------------------------------------------- ▇▇▇▇ ▇▇▇▇▇▇▇ Executive Vice President and Chief Financial Officer JPMORGAN CHASE BANK, as Trustee By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ------------------------------- ------------------------------------------- Name: Title: By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ------------------------------- Name: Title: ▇▇▇▇▇▇▇ FINANCE CORP. By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ------------------------------- Name: Title: Attest: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ --------------------------------- STATE STREET BANK AND TRUST COMPANY BY: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ------------------------------- Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: VICE PRSIDENT Attest: --------------------------------- EXHIBIT A-1 (Vice President [Face of Note) 10 1/8] -------------------------------------------------------------------------------- CUSIP/CINS ------------ 8 1 4% Series A Senior Notes due 2007 2011 No._____ CUSIP NO._________ $_____________ ▇▇▇▇▇▇▇ FAMILY RESTAURANTS. $ ---- ----------- UNITED AGRI PRODUCTS, L.P. and ▇▇▇▇▇▇▇ FINANCE CORPINC. promise promises to pay to______________________________________________ to [ ] or registered assigns, --------- the principal sum of___________________________________________ Dollars of ----------------------------------------------------------- DOLLARS on December 15, 2007 2011. Interest Payment Dates: December 15 and June 15, and December 15 of each year, ------------- commencing December June 15, 1998 2004 Record Dates: December 1 and June 1, and December 1 Dated: December ___, 1997 ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P. BY: ▇▇▇▇▇▇▇ MANAGEMENT COMPANY200 ------------- - UNITED AGRI PRODUCTS, INC. ITS GENERAL PARTNER By: ----------------------------- Name: Title: By: ----------------------------- Name: Title: ▇▇▇▇▇▇▇ FINANCE CORP. By: --------------------------------- Name: Title: By: --------------------------------- Name: Title: This is one of the Global Notes referred to in the within-mentioned Indenture: STATE STREET BANK AND TRUST COMPANY AS TRUSTEE JPMorgan Chase Bank, as Trustee By: -------------------------------- ------------------------------ Authorized Officer -------------------------------------------------------------------------------- A1-1 ([Back of Note) 10 1/8] 8 1/4% Series A Senior Notes due 2007 UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM2011 [Insert the Global Note Legend, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST ISSUERS (55 ▇▇▇▇▇ ▇▇▇▇▇▇if applicable pursuant to the provisions of the Indenture] [Insert the Private Placement Legend, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) ("▇▇▇"), TO THE ISSUERS 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. THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER ▇▇▇▇▇▇▇ ▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ 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 THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED IN RULE 144A THEREUNDER. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE ISSUERS THAT (A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE 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 UNDER THE SECURITIES ACT, (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 ISSUERS SO REQUEST), (2) TO ONE OF THE ISSUERS 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. if applicable pursuant to the provisions of the Indenture] Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

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 on following pages] SIGNATURES Dated as of December ___August 19, 1997 ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P BY: ▇▇▇▇▇▇▇ MANAGEMENT COMPANY1999 BLOUNT, INC. ITS GENERAL PARTNER By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ------------------------------- Name: Title: By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ------------------------------- Name: Title: ▇▇▇▇▇▇▇ FINANCE CORP. By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ------------------------------- Name: Title: Attest: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ --------------------------------- STATE STREET BANK AND TRUST COMPANY BY: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ------------------------------- Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: VICE PRSIDENT Attest: --------------------------------- EXHIBIT A-1 (Face of Note) 10 1/8% Series A Senior Notes due 2007 No._____ CUSIP NO.:_________ $___________________________ ▇▇▇▇▇▇▇ FAMILY RESTAURANTSName: Title: BLOUNT INTERNATIONAL, L.P. and ▇▇▇▇▇▇▇ FINANCE CORPINC. promise to pay toBy:___________________________________ Name: Title: BI HOLDINGS CORP. By:___________________________________ Name: Title: BENJAMIN F. SHAW COMPANY ▇▇:___________________________________ Name: Title: BI, L.L.C. By: Blount, Inc. as Member of BI, L.L.C. By:______________________________ Name: Title: By: BI Holdings Corp. as Member of BI, L.L.C. By:______________________________ Name: Title: BLOUNT DEVELOPMENT CORP. ▇y:___________________________________ Name: Title: OMARK PROPERTIES, INC. By:___________________________________ Name: Title: 4520 CORP., INC. By:___________________________________ Name: Title: GEAR PRODUCTS, INC. By:___________________________________ Name: Title: DIXON INDUSTRIES, INC. ▇▇:___________________________________ Name: Title: FREDERICK MANUFACTURING CORPORATION By:___________________________________ Name: Title: FEDERAL CARTRIDGE COMPANY By:___________________________________ Name: Title: SIMMONS OUTDOOR CORPORATION By:___________________________________ Name: Title: MOCENPLAZA DEVELOPMENT CORP. By:___________________________________ Name: Title: CTR MANUFACTURING, INC. By:___________________________________ Name: Title: UNITED STATES TRUST COMPANY OF NEW YORK, as Trustee By: _________________________________________ Name: Title: EXHIBIT A1 (Face of Note) CUSIP/CINS 095173AD2 13% Senior Subordinated Note▇ ▇▇▇ ▇▇▇9 No. ___ $_________ BLOUNT, INC. promises to pay to _____________________________________ or registered assigns, the principal sum of________of ___________________________________ Dollars on December 15, 2007 Interest Payment Dates: June 15, and December 15 of each year, commencing December 15, 1998 Record Dates: June August 1, and December 1 Dated: December ___, 1997 ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P. BY: ▇▇▇▇▇▇▇ MANAGEMENT COMPANY, INC. ITS GENERAL PARTNER By: ----------------------------- Name: Title: By: ----------------------------- Name: Title: ▇▇▇▇▇▇▇ FINANCE CORP. By: --------------------------------- Name: Title: By: --------------------------------- Name: Title: This is one of the Global Notes referred to in the within-mentioned Indenture: STATE STREET BANK AND TRUST COMPANY AS TRUSTEE By: -------------------------------- A1-1 (Back of Note) 10 1/8% Series A Senior Notes due 2007 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 DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST ISSUERS (55 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) ("▇▇▇"), TO THE ISSUERS 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 & CO2009., HAS AN INTEREST HEREIN. THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER ▇▇▇▇▇▇▇ ▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ 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 THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED IN RULE 144A THEREUNDER. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE ISSUERS THAT (A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE 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 UNDER THE SECURITIES ACT, (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 ISSUERS SO REQUEST), (2) TO ONE OF THE ISSUERS 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. Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

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. 74 83 SIGNATURES Dated as of December ___March 30, 1997 ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P BY: ▇▇▇▇▇▇▇ MANAGEMENT COMPANY1998 HOLDINGS, INC. ITS GENERAL PARTNER By: /s/ ▇▇▇▇G. Walt▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. --------------------------- Name: G. Walt▇▇ ------------------------------- Name: ▇▇▇▇▇▇▇, ▇▇. Title: President and Chief Executive Officer STATE STREET BANK AND TRUST COMPANY, as Trustee By: /s/ ▇▇▇Mich▇▇▇ ▇. ▇▇▇▇▇▇▇ ------------------------------- Name: Title: ▇▇▇▇▇▇▇ FINANCE CORP. By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ------------------------------- Name: Title: Attest: /s/ ▇▇▇Mich▇▇▇ ▇. ▇▇▇▇▇▇▇ --------------------------------- STATE STREET BANK AND TRUST COMPANY BY▇▇▇le: /s/ ▇Vice President 84 EXHIBIT A (Face of Senior Discount Note) 11 1/4% Senior Discount Notes due 2008 $0018▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ------------------------------- Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: VICE PRSIDENT Attest: --------------------------------- EXHIBIT A-1 (Face of Note) 10 1/8% Series A Senior Notes due 2007 No._____ CUSIP NO._________ $_____________ ▇▇▇▇▇▇▇ FAMILY RESTAURANTS. AP HOLDINGS, L.P. and ▇▇▇▇▇▇▇ FINANCE CORPINC. promise promises to pay to__________________________to ____________________ or registered assigns, the principal sum of______________________________of _____________ Dollars on December March 15, 2007 2008. Interest Payment Dates: June 15, March 15 and December September 15 of each year, commencing December 15, 1998 Record Dates: June 1, March 1 and December September 1 Dated: December ___, 1997 ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P. BY: ▇▇▇▇▇▇▇ MANAGEMENT COMPANYHOLDINGS, INC. ITS GENERAL PARTNER By: ----------------------------- Name: Title: By: ----------------------------- Name: Title: ▇▇▇▇▇▇▇ FINANCE CORP. By: --------------------------------- Name: Title: By: --------------------------------- -------------------------------- Name: Title: This is one of the Global Senior Discount Notes referred to in the within-mentioned Indenture: Dated: ------------------------ STATE STREET BANK AND TRUST COMPANY AS TRUSTEE COMPANY, as Trustee By: -------------------------------- A1-1 ------------------------ (Back of Senior Discount Note) 10 1/811 1/4% Series A Senior Discount Notes due 2007 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 DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST ISSUERS 2008 (55 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇1) ("▇▇▇"), TO THE ISSUERS 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. [THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER ▇▇▇▇SECT▇▇▇ ▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ SECURITIES ▇▇▇URITIES ACT OF 1933 1933, AS AMENDED (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 THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED IN BY RULE 144A THEREUNDER. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE ISSUERS HOLDINGS THAT (A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (1)(a1) (a) INSIDE THE UNITED STATES 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 UNDER THE SECURITIES ACT144A, (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 OF THE SECURITIES ACT, OR (d) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS RULE 501(a)(1), (2), (3) OR (7) OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF THE ISSUERS SO REQUEST"INSTITUTIONAL ACCREDITED INVESTOR"), THAT PRIOR TO SUCH TRANSFER, FURNISHED THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS (THE FORM OF WHICH CAN BE OBTAINED FROM THE TRUSTEE) AND, IF SUCH TRANSFER IS IN RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT OF SECURITIES LESS (1) This paragraph should be included only if the Senior Discount Note is issued in global form. (2) TO ONE OF THE ISSUERS 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. Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

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 will in no way modify or restrict any of the terms or provisions hereof. Dated as of December ___, 1997 ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P BY: ▇▇▇▇▇▇▇ MANAGEMENT COMPANYSIGNATURES BUILDERS FIRSTSOURCE, INC. ITS GENERAL PARTNER ., a Delaware Corporation By: /s/ Donald F. McAleenan ------------------------------------ Name: Donald F. McAleenan Tit▇▇: ▇▇▇▇▇▇ ▇. ▇▇▇ ▇▇▇sident BUILDERS FIRSTSOURCE - NORTHEAST GROUP, LLC, a Delaware limited liability company, as Guarantor By: /s/ Donald F. McAleenan ------------------------------------ Name: Donald F. McAleenan Tit▇▇: ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇sident BUILDERS FIRSTSOURCE - TEXAS GENPAR, LLC, a Delaware limited liability company, as Guarantor By: /s/ Donald F. McAleenan ------------------------------------ Name: Donald F. McAleenan Tit▇▇: ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇sident BUILDERS FIRSTSOURCE - MBS, LLC, a Delaware limited liability company, as Guarantor By: /s/ Andrew T. Panaccione ------------------------------------ Name: Andrew T. Panaccione Ti▇▇▇: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ------------------------------- Name: Title: and Secretary BUILDERS FIRSTSOURCE - TEXAS GROUP, L.P., a Texas limited partnership, as Guarantor By: /s/ Donald F. McAleenan ------------------------------------ Name: Donald F. McAleenan Tit▇▇: ▇▇▇▇▇▇ ▇. ▇▇▇ ▇▇▇▇▇▇▇ ------------------------------- Name: Title: ▇▇▇▇▇▇▇ FINANCE CORP. sident (Signature page to Indenture) BFS TEXAS, LLC, a Delaware limited liability company, as Guarantor By: /s/ Donald F. McAleenan ------------------------------------ Name: Donald F. McAleenan Tit▇▇: ▇▇▇▇▇▇ ▇. ▇▇▇ ▇▇▇sident BUILDERS FIRSTSOURCE - SOUTH TEXAS, L.P., a Texas limited partnership as Guarantor By: /s/ Donald F. McAleenan ------------------------------------ Name: Donald F. McAleenan Tit▇▇▇▇▇▇ ------------------------------- Name: Title: Attest: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇ ▇▇▇sident BUILDERS FIRSTSOURCE - TEXAS INSTALLED SALES, L.P., a Texas limited partnership, as Guarantor By: /s/ Donald F. McAleenan ------------------------------------ Name: Donald F. McAleenan Tit▇▇: ▇▇▇▇▇▇ --------------------------------- STATE STREET BANK AND ▇▇▇▇ ▇▇▇sident BFS IP, LLC, a Delaware limited liability company, as Guarantor By: /s/ Donald F. McAleenan ------------------------------------ Name: Donald F. McAleenan Tit▇▇: ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇sident BUILDERS FIRSTSOURCE - INTELLECTUAL PROPERTY, L.P., a Texas limited partnership, as Guarantor By: /s/ Donald F. McAleenan ------------------------------------ Name: Donald F. McAleenan Tit▇▇: ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇sident (Signature page to Indenture) BUILDERS FIRSTSOURCE HOLDINGS, INC., a Delaware corporation, as Guarantor By: /s/ Donald F. McAleenan ------------------------------------ Name: Donald F. McAleenan Tit▇▇: ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇sident BUILDERS FIRSTSOURCE - DALLAS, LLC, a Delaware limited liability company, as Guarantor By: /s/ Donald F. McAleenan ------------------------------------ Name: Donald F. McAleenan Tit▇▇: ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇sident BUILDERS FIRSTSOURCE - FLORIDA, LLC, a Delaware limited liability company, as Guarantor By: /s/ Donald F. McAleenan ------------------------------------ Name: Donald F. McAleenan Tit▇▇: ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇sident BUILDERS FIRSTSOURCE - FLORIDA DESIGN CENTER, LLC, a Delaware limited liability company, as Guarantor By: /s/ Donald F. McAleenan ------------------------------------ Name: Donald F. McAleenan Tit▇▇: ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇sident BUILDERS FIRSTSOURCE - OHIO VALLEY, LLC, a Delaware limited liability company, as Guarantor By: /s/ Donald F. McAleenan ------------------------------------ Name: Donald F. McAleenan Tit▇▇: ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇sident (Signature page to Indenture) BFS, LLC, a Delaware limited liability company, as Guarantor By: /s/ Donald F. McAleenan ------------------------------------ Name: Donald F. McAleenan Tit▇▇: ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇sident BUILDERS FIRSTSOURCE - ATLANTIC GROUP, LLC, a Delaware limited liability company, as Guarantor By: /s/ Donald F. McAleenan ------------------------------------ Name: Donald F. McAleenan Tit▇▇: ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇sident BUILDERS FIRSTSOURCE OF NASHVILLE, INC., a Tennessee corporation, as Guarantor By: /s/ Donald F. McAleenan ------------------------------------ Name: Donald F. McAleenan Tit▇▇: ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇sident BUILDERS FIRSTSOURCE - SOUTHEAST GROUP, LLC, a Delaware limited liability company, as Guarantor By: /s/ Donald F. McAleenan ------------------------------------ Name: Donald F. McAleenan Tit▇▇: ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇sident BUILDERS FIRSTSOURCE - SNC, LLC, a Delaware limited liability company, as Guarantor By: /s/ Donald F. McAleenan ------------------------------------ Name: Donald F. McAleenan Tit▇▇: ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇sident (Signature page to Indenture) CCWP, INC., a South Carolina close corporation, as Guarantor By: /s/ Donald F. McAleenan ------------------------------------ Name: Donald F. McAleenan Tit▇▇: ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇sident BUILDERS FIRSTSOURCE - RALEIGH, LLC, a Delaware limited liability company, as Guarantor By: /s/ Donald F. McAleenan ------------------------------------ Name: Donald F. McAleenan Tit▇▇: ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇sident BUILDERS FIRSTSOURCE - COLORADO GROUP, LLC, a Delaware limited liability company, as Guarantor By: /s/ Donald F. McAleenan ------------------------------------ Name: Donald F. McAleenan Tit▇▇: ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇sident BUILDERS FIRSTSOURCE - COLORADO, LLC, a Delaware limited liability company, as Guarantor By: /s/ Donald F. McAleenan ------------------------------------ Name: Donald F. McAleenan Tit▇▇: ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇sident BUILDERS FIRSTSOURCE FINANCING, INC., a Delaware corporation, as Guarantor By: /s/ Donald F. McAleenan ------------------------------------ Name: Donald F. McAleenan Tit▇▇: ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇sident (Signature page to Indenture) WILMINGTON TRUST COMPANY BYBy: /s/ Kathleen A. Pedelini ------------------------------------ Name: Kathleen A. Pedelini Ti▇▇▇: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ------------------------------- Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: VICE PRSIDENT Attest: --------------------------------- EXHIBIT A-1 ces Officer (Signature page to Indenture) [Face of Note) 10 1/8% Series A Senior Notes due 2007 No._____ CUSIP NO.] ================================================================================ CUSIP/CINS ____________ Second Priority Senior Secured Floating Rate Notes due 2012 No. ___ $_____________ ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P. and ▇▇▇▇▇▇▇ FINANCE CORP. promise [NAME OF COMPANY] promises to pay toto [______________] or registered assigns, the principal sum of _________________________________________________ or registered assignsDOLLARS on February 15, the principal sum of__________________________2012. Interest Payment Dates: February 15, May 15, August 15 and November 15 Record Dates: February 1, May 1, August 1 and November 1 Dated: _________________ Dollars on December 15, 2007 Interest Payment Dates: June 15, and December 15 of each year, commencing December 15, 1998 Record Dates: June 1, and December 1 Dated: December ___, 1997 ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P. BY: ▇▇▇▇▇▇▇ MANAGEMENT [NAME OF COMPANY, INC. ITS GENERAL PARTNER ] By: ----------------------------- Name: Title: By: ----------------------------- Name: Title: ▇▇▇▇▇▇▇ FINANCE CORP. By: --------------------------------- Name: Title: By: --------------------------------- ------------------------------------ Name: Title: This is one of the Global Notes referred to in the within-mentioned Indenture: STATE STREET BANK AND TRUST COMPANY AS TRUSTEE [TRUSTEE], as Trustee By: -------------------------------- ------------------------------------ Authorized Signatory ================================================================================ A1-1 ([Back of Note) 10 1/8% Series A ] Second Priority Senior Secured Floating Rate Notes due 2007 2012 THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. 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 DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST ISSUERS COMPANY (55 WATER STREET, NEW YORK, NEW YORK) ("DTC"), TO THE COMPANY OR ITS AG▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇) ("▇▇▇"), TO THE ISSUERS OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE E 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. THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER ▇▇▇▇▇▇▇ ▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ U.S. SECURITIES ACT OF 1933 1933, AS AMENDED (THE "SECURITIES ACT")) AND, AND THE SECURITY EVIDENCED HEREBY ACCORDINGLY, MAY NOT BE OFFERED, SOLD SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT AS SET FORTH IN THE ABSENCE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED IN RULE 144A THEREUNDER. A BENEFICIAL INTEREST HEREIN, THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE ISSUERS (1) REPRESENTS THAT (A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE ONLY (1)(a) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IT IS A "QUALIFIED INSTITUTIONAL BUYER BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) (A "QIB"), (B) IT IS NOT A U.S. PERSON, IS NOT ACQUIRING THIS NOTE FOR THE ACCOUNT OR BENEFIT OF A U.S. PERSON AND IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT OR (C) IT IS AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(A)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT) (AN "IAI"), (2) AGREES THAT IT WILL NOT, WITHIN THE TIME PERIOD REFERRED TO UNDER RULE 144(k) (TAKING INTO ACCOUNT THE PROVISIONS OF RULE 144(d) UNDER THE SECURITIES ACT, IF APPLICABLE) UNDER THE SECURITIES ACT AS IN EFFECT ON THE DATE OF THE TRANSFER OF THIS NOTE, RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) TO A TRANSACTION MEETING PERSON WHOM THE REQUIREMENTS HOLDER REASONABLY BELIEVES IS A QIB PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (bC) OUTSIDE THE UNITED STATES IN A AN OFFSHORE TRANSACTION MEETING IN COMPLIANCE WITH RULE 904 UNDER THE REQUIREMENTS OF A1-2 SECURITIES ACT, (D) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACTACT (IF AVAILABLE), (cE) OUTSIDE TO AN IAI THAT, PRIOR TO SUCH TRANSFER, FURNISHES TO THE UNITED STATES TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO A FOREIGN PERSON IN A TRANSACTION MEETING THE REQUIREMENTS REGISTRATION OF RULE 904 UNDER TRANSFER OF THIS NOTE (THE SECURITIES ACT, OR (d) IN ACCORDANCE WITH ANOTHER EXEMPTION FORM OF WHICH LETTER CAN BE OBTAINED FROM THE REGISTRATION REQUIREMENTS TRUSTEE) AND, IF SUCH TRANSFER IS IN RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT OF NOTES AT THE SECURITIES ACT (AND BASED UPON TIME OF TRANSFER OF LESS THAN $250,000, AN OPINION OF COUNSEL IF ACCEPTABLE TO THE ISSUERS SO REQUEST), (2) TO ONE OF COMPANY THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE ISSUERS SECURITIES ACT OR (3F) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND, IN EACH CASE, IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, AND (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE OR AN INTEREST HEREIN IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY APPLICABLE TRANSFER OF THIS NOTE OR ANY INTEREST HEREIN WITHIN THE TIME PERIOD REFERRED TO ABOVE, THE HOLDER MUST CHECK THE APPROPRIATE BOX SET FORTH ON THE REVERSE HEREOF RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT THIS CERTIFICATE TO THE TRUSTEE. AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION," "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANINGS GIVEN TO THEM BY RULE 902 OF REGULATION S UNDER THE SECURITIES LAWS ACT. THE INDENTURE CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF ANY STATE THIS NOTE IN VIOLATION 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) ABOVEFOREGOING RESTRICTIONS. Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

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 will in no way modify or restrict any of the terms or provisions hereof. SIGNATURES Dated as of December ___January 18, 1997 ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P BY: ▇▇▇▇▇▇▇ MANAGEMENT COMPANY2005 GENERAL NUTRITION CENTERS, INC. ITS GENERAL PARTNER By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ------------------------------- Name: Title: By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ------------------------------- Name: Title: ▇▇▇▇▇▇▇ FINANCE CORP. By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ------------------------------- James M. Sander ------------------------------------------ Name: James M. Sander Title: Attest: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ --------------------------------- STATE STREET BANK AND TRUST COMPANY BY: /s/ ▇▇▇Senior V▇▇▇ ▇▇▇▇▇▇▇▇ ------------------------------- ▇▇, Chief Legal Officer and Secretary GENERAL NUTRITION INVESTMENT COMPANY NUTRA SALES CORPORATION GNC (CANADA) HOLDING COMPANY GENERAL NUTRITION DISTRIBUTION COMPANY GENERAL NUTRITION GOVERNMENT SERVICES, INC. GENERAL NUTRITION INTERNATIONAL, INC. GN INVESTMENT, INC. GNC CANADA LIMITED GNC US DELAWARE, INC. GENERAL NUTRITION SYSTEMS, INC. INFORMED NUTRITION, INC. GENERAL NUTRITION CORPORATION GENERAL NUTRITION DISTRIBUTION, L.P. GENERAL NUTRITION INCORPORATED GNC FRANCHISING, LLC NUTRA MANUFACTURING, INC. GENERAL NUTRITION COMPANIES, INC. By: /s/ James M. Sander ------------------------------------------- Name: ▇▇▇James M. Sander Title: Senior V▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇, Chief Legal Officer and Secretary U.S. BANK NATIONAL ASSOCIATION By: /s/ Richard H. Prokosch ------------------------------------------- Name: Richard H. Prokosch Title: VICE PRSIDENT Attest: --------------------------------- Vice ▇▇▇▇▇▇▇▇▇ EXHIBIT A-1 (A1 [Face of Note) 10 1/8% Series A Senior Notes due 2007 No._____ CUSIP NO.] -------------------------------------------------------------------------------- CUSIP/CINS ____________ 8-5/8% Senior Notes due 2011 No. ___ $____________ GENERAL NUTRITION CENTERS, INC. promises to pay to ______________ ▇▇▇▇▇▇▇ FAMILY RESTAURANTSor registered assigns, L.P. and ▇▇▇▇▇▇▇ FINANCE CORP. promise to pay tothe principal sum of __________________________________________________________ or registered assignsDOLLARS on January 15, the principal sum of_________________________2011. Interest Payment Dates: January 15 and July 15 Record Dates: January 1 and July 1 Dated: __________________ Dollars on December 15, 2007 Interest Payment Dates: June 15, and December 15 of each year, commencing December 15, 1998 Record Dates: June 1, and December 1 Dated: December ___, 1997 ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P. BY: ▇▇▇▇▇▇▇ MANAGEMENT COMPANYGENERAL NUTRITION CENTERS, INC. ITS GENERAL PARTNER By: ----------------------------- Name: Title: By: ----------------------------- Name: Title: ▇▇▇▇▇▇▇ FINANCE CORP. By: --------------------------------- Name: Title: By: --------------------------------- ------------------------------------------- Name: Title: This is one of the Global Notes referred to in the within-mentioned Indenture: STATE STREET BANK AND TRUST COMPANY AS TRUSTEE [TRUSTEE], as Trustee By: -------------------------------- ------------------------------ Authorized Signatory -------------------------------------------------------------------------------- A1-1 ([Back of Note) 10 1/8] 8-5/8% Series A Senior Notes due 2007 UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM2011 [Insert the Global Note Legend, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST ISSUERS (55 ▇▇▇▇▇ ▇▇▇▇▇▇if applicable pursuant to the provisions of the Indenture] [Insert the Private Placement Legend, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) ("▇▇▇"), TO THE ISSUERS 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. THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER ▇▇▇▇▇▇▇ ▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ 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 THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED IN RULE 144A THEREUNDER. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE ISSUERS THAT (A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE 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 UNDER THE SECURITIES ACT, (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 ISSUERS SO REQUEST), (2) TO ONE OF THE ISSUERS 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. if applicable pursuant to the provisions of the Indenture] Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

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. Dated as of December September 29, 2003 WCI COMMUNITIES, INC. BY: ___, 1997 ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P BY: ▇▇▇▇▇▇▇ MANAGEMENT COMPANY, INC. ITS GENERAL PARTNER By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ------------------------------- ______________________________ Name: James D. Cullen Title: By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ------------------------------- Name: Title: ▇▇▇▇▇▇▇ FINANCE CORP. By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ------------------------------- Name: Title: Attest: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ --------------------------------- STATE STREET BANK AND TRUST COMPANY BY: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ------------------------------- Bay Colony-Gateway, Inc. By: _________________________________ Name: ▇▇James D. Cullen Title: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ TitleCommunity Specialized Services, Inc. By: VICE PRSIDENT Attest: --------------------------------- EXHIBIT A-1 (Face of Note) 10 1/8% Series A Senior Notes due 2007 No._____ CUSIP NO._________________________________ Name: James D. Cullen Title: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Financial Resources Group, Inc. By: _________________________________ Name: James D. Cullen Title: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ First Fidelity Title, Inc. By: _________________________________ Name: James D. Cullen Title: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Florida Lifestyle Management Company By: _________________________________ Name: James D. Cullen Title: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ WCI Capital Corporation By: _________________________________ Name: James D. Cullen Title: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Livingston Road, Inc. ▇▇: _________________________________ Name: James D. Cullen Title: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Sun City Center Golf Properties, Inc. By: _________________________________ Name: James D. Cullen Title: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Sun City Center Realty, Inc. By: _________________________________ Name: James D. Cullen Title: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Watermark Realty, Inc. By: _________________________________ Name: James D. Cullen Title: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ The Colony At Pelican Landing Golf Club, Inc. By: _________________________________ Name: James D. Cullen Title: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Communities Amenities, Inc. By: _________________________________ Name: James D. Cullen Title: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Communities Home Builders, Inc. By: ___________________________________ Name: James D. Cullen Title: Vice President Gateway Communications Services, Inc. By: ___________________________________ Name: James D. Cullen Title: Vice President JYC Holdings, Inc. By: ___________________________________ Name: James D. Cullen Title: Vice President Marbella at Pelican Bay, Inc. By: ___________________________________ Name: James D. Cullen Title: Vice President Pelican Landing Golf Resort Ventures, Inc. By: ___________________________________ Name: James D. Cullen Title: Vice President Sarasota Tower, Inc. By: ___________________________________ Name: James D. Cullen Title: Vice President Tarpon Cove Yacht & Racquet Club, Inc. By: ___________________________________ Name: James D. Cullen Title: Vice President Tiburon Golf Ventures, Inc. By: ___________________________________ Name: James D. Cullen Title: Vice President WCI Architecture & Land Planning, Inc. By: ___________________________________ Name: James D. Cullen Title: Vice President Watermark Realty Referral, Inc. By: ___________________________________ Name: James D. Cullen Title: Vice President WCI Communities Property Management, Inc. By: ___________________________________ Name: James D. Cullen Title: Vice President WCI Golf Group, Inc. By: ___________________________________ Name: James D. Cullen Title: Vice President WCI Realty, Inc. By: ___________________________________ Name: James D. Cullen Title: Vice President Bay Colony Realty Associates, Inc. By: ___________________________________ Name: James D. Cullen Title: Vice President Bay Colony of Naples, Inc. By: ___________________________________ Name: James D. Cullen Title: Vice President Coral Ridge Communities, Inc. By: ___________________________________ Name: James D. Cullen Title: Vice President Coral Ridge Properties, Inc. By: ___________________________________ Name: James D. Cullen Title: Vice President Coral Ridge Realty, Inc. By: ___________________________________ Name: James D. Cullen Title: Vice President Coral Ridge Realty Sales, Inc. By: ___________________________________ Name: James D. Cullen Title: Vice President Florida National Properties, Inc. By: ___________________________________ Name: James D. Cullen Title: Vice President Gateway Communities, Inc. By: ___________________________________ Name: James D. Cullen Title: Vice President Gateway Realty Sales, Inc. By: ___________________________________ Name: James D. Cullen Title: Vice President Heron Bay, Inc. By: ___________________________________ Name: James D. Cullen Title: Vice President Heron Bay Golf Course Properties, Inc. By: ___________________________________ Name: James D. Cullen Title: Vice President Pelican Bay Properties, Inc. By: ___________________________________ Name: James D. Cullen Title: Vice President Pelican Landing Communities, Inc. By: ___________________________________ Name: James D. Cullen Title: Vice President Pelican Landing Properties, Inc. By: ___________________________________ Name: James D. Cullen Title: Vice President Pelican Marsh Properties, Inc. By: ___________________________________ Name: James D. Cullen Title: Vice President Tarpon Cove Realty, Inc. By: ___________________________________ Name: James D. Cullen Title: Vice President WCI Homes, Inc. By: ___________________________________ Name: James D. Cullen Title: Vice President Communities Finance Company, LLC By: ___________________________________ Name: James D. Cullen Title: Vice President Florida Design Communities, Inc. By: ___________________________________ Name: James D. Cullen Title: Vice President THE BANK OF NEW YORK as Trustee BY: ___________________________________ NAME: TITLE: [▇▇▇▇ ▇▇ ▇▇▇▇] ================================================================================ CUSIP No. ISIN No. 7-7/8% [Series A] [Series B] Senior Subordinated Notes due 2013 No. ___ $_____________ ▇▇▇▇▇▇▇ FAMILY RESTAURANTSWCI COMMUNITIES, L.P. and ▇▇▇▇▇▇▇ FINANCE CORPINC. promise promises to pay to______________________________________________________________ or registered assigns, the principal sum of____________________________________________________________ Dollars on December 15, 2007 Interest Payment Dates: June 15, and December 15 of each year, commencing December 15, 1998 Record Dates: June October 1, and December 1 Dated: December ___, 1997 ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P. BY: ▇▇▇▇▇▇▇ MANAGEMENT COMPANY, INC. ITS GENERAL PARTNER By: ----------------------------- Name: Title: By: ----------------------------- Name: Title: ▇▇▇▇▇▇▇ FINANCE CORP. By: --------------------------------- Name: Title: By: --------------------------------- Name: Title: This is one of the Global Notes referred to in the within-mentioned Indenture: STATE STREET BANK AND TRUST COMPANY AS TRUSTEE By: -------------------------------- A1-1 (Back of Note) 10 1/8% Series A Senior Notes due 2007 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 DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST ISSUERS (55 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) ("▇▇▇"), TO THE ISSUERS 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 & CO2013., HAS AN INTEREST HEREIN. THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER ▇▇▇▇▇▇▇ ▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ 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 THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED IN RULE 144A THEREUNDER. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE ISSUERS THAT (A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE 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 UNDER THE SECURITIES ACT, (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 ISSUERS SO REQUEST), (2) TO ONE OF THE ISSUERS 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. Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

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. [INDENTURE SIGNATURE PAGES FOLLOW] [INDENTURE SIGNATURE PAGES] Dated as of December ___April 22, 1997 1999 DURA OPERATING CORP. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ ----------------------------------- Name: Title: DURA AUTOMOTIVE SYSTEMS, INC. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ ----------------------------------- Name: Title: DURA AUTOMOTIVE SYSTEMS INC. COLUMN SHIFTER OPERATIONS UNIVERSAL TOOL & STAMPING COMPANY INC. DURA AUTOMOTIVE SYSTEMS CABLE OPERATIONS, INC. ADWEST ELECTRONICS, INC. ADWEST WESTERN AUTOMOTIVE, INC. X.E. CO. EXCEL OF TENNESSEE, L.P. EXCEL CORPORATION EXCEL INDUSTRIES OF MICHIGAN, INC. ▇▇▇▇▇▇▇▇ FAMILY RESTAURANTSINDUSTRIES, L.P BY: ▇INC. ▇▇▇▇▇▇ MANAGEMENT COMPANYINDUSTRIES, INC. ITS GENERAL PARTNER HYDRO FLAME CORPORATION ▇▇▇▇▇▇ AUTOMOTIVE INC. MARK I MOLDED PLASTICS, INC. ▇▇▇▇ I MOLDED PLASTICS OF TENNESSEE, INC. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ ----------------------------------- Name: Title: U.S. BANK TRUST NATIONAL ASSOCIATION By: /s/ ▇. ▇▇▇▇▇▇▇▇▇ ------------------------------- ----------------------------------- Name: Title: By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ------------------------------- Name: Title: ▇▇▇▇▇▇▇ FINANCE CORP. By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ------------------------------- Name: Title: Attest: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ --------------------------------- STATE STREET BANK AND TRUST COMPANY BY: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ------------------------------- Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: VICE PRSIDENT Attest: --------------------------------- EXHIBIT A-1 A (Face of NoteFACE OF NOTE) 10 1/8% Series A Senior Notes due 2007 No.CUSIP_____ CUSIP NO._________ $__ISIN___________ ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P. and ▇▇▇▇▇▇▇ FINANCE 9% Senior Subordinated Notes due 2009 No. _______ EURO__________ DURA OPERATING CORP. promise promises to pay toto _______________________, or registered assigns, the principal sum of _______________________ or registered assigns, the principal sum of(___________________________________________ Dollars ) on December 15, 2007 Interest Payment Dates: June 15, and December 15 of each year, commencing December 15, 1998 Record Dates: June May 1, and December 1 Dated: December ___, 1997 ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P. BY: ▇▇▇▇▇▇▇ MANAGEMENT COMPANY, INC. ITS GENERAL PARTNER By: ----------------------------- Name: Title: By: ----------------------------- Name: Title: ▇▇▇▇▇▇▇ FINANCE CORP. By: --------------------------------- Name: Title: By: --------------------------------- Name: Title: This is one of the Global Notes referred to in the within-mentioned Indenture: STATE STREET BANK AND TRUST COMPANY AS TRUSTEE By: -------------------------------- A1-1 (Back of Note) 10 1/8% Series A Senior Notes due 2007 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 DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST ISSUERS (55 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) ("▇▇▇"), TO THE ISSUERS 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 & CO2009., HAS AN INTEREST HEREIN. THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER ▇▇▇▇▇▇▇ ▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ 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 THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED IN RULE 144A THEREUNDER. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE ISSUERS THAT (A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE 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 UNDER THE SECURITIES ACT, (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 ISSUERS SO REQUEST), (2) TO ONE OF THE ISSUERS 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. Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

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. Dated as of December October 15, 1997 AMERISERVE FOOD DISTRIBUTION, INC. By:___, 1997 ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P BY______________________________ Name: ▇▇▇▇▇▇▇ MANAGEMENT COMPANYTitle: AMERISERV FOOD COMPANY By:_________________________________ Name: Title: CHICAGO CONSOLIDATED CORPORATION By:_________________________________ Name: Title: NORTHLAND TRANSPORTATION SERVICES, INC. ITS GENERAL PARTNER By:_________________________________ Name: /s/ ▇▇▇▇▇Title: THE HARR▇ ▇. ▇▇▇▇▇▇▇▇▇ ------------------------------- Name: Title: T COMPANY By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ------------------------------- Name: Title: ▇▇▇▇▇▇▇ FINANCE CORP. By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ------------------------------- Name: Title: Attest: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ --------------------------------- STATE STREET BANK AND TRUST COMPANY BY: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ------------------------------- Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: VICE PRSIDENT Attest: --------------------------------- EXHIBIT A-1 (Face of Note) 10 1/8% Series A Senior Notes due 2007 No._____ CUSIP NO.:_________________________________ Name: Title: DELTA TRANSPORTATION, LTD. By:_________________________________ Name: Title: 72 AMERISERVE TRANSPORTATION, INC. By:_________________________________ Name: Title: STATE STREET BANK AND TRUST COMPANY, as Trustee By:_________________________________ Name: Title: 73 EXHIBIT A (Face of Senior Note) 87/8% Senior Notes due 2006 No.___ $_______________ ▇▇CUSIP NO. 0307▇▇▇▇▇ FAMILY RESTAURANTSAMERISERVE FOOD DISTRIBUTION, L.P. and ▇▇▇▇▇▇▇ FINANCE CORPINC. promise promises to pay toto _________________ or registered assigns, the principal sum of ___________ Dollars on October 15, 2006. Interest Payment Dates: October 15 and April 15 Record Dates: October 1 and April 1 AMERISERVE FOOD DISTRIBUTION, INC. By:______________________________ Name: Title: This is one of the Senior Notes referred to in the within-mentioned Indenture: Dated:___________ STATE STREET BANK AND TRUST COMPANY, as Trustee By:__________________________________ or registered assigns, the principal sum of___________________________________________ Dollars on December 15, 2007 Interest Payment Dates: June 15, and December 15 of each year, commencing December 15, 1998 Record Dates: June 1, and December 1 Dated: December ___, 1997 ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P. BY: ▇▇▇▇▇▇▇ MANAGEMENT COMPANY, INC. ITS GENERAL PARTNER By: ----------------------------- Name: Title: By: ----------------------------- Name: Title: ▇▇▇▇▇▇▇ FINANCE CORP. By: --------------------------------- Name: Title: By: --------------------------------- Name: Title: This is one of the Global Notes referred to in the within-mentioned Indenture: STATE STREET BANK AND TRUST COMPANY AS TRUSTEE By: -------------------------------- A1-1 (Back of Note) 10 1/8% Series A Senior Notes due 2007 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 DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST ISSUERS (55 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) ("▇▇▇"), TO THE ISSUERS 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. [THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER ▇▇▇▇SECT▇▇▇ ▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ SECURITIES ▇▇▇URITIES ACT OF 1933 1933, AS AMENDED (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 THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED IN BY RULE 144A THEREUNDER. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE ISSUERS COMPANY THAT (A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (1)(a1) (a) INSIDE THE UNITED STATES 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 UNDER THE SECURITIES ACT144A, (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 OF THE SECURITIES ACT, (d) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) OF THE SECURITIES ACT (AN "INSTITUTIONAL ACCREDITED INVESTOR"), THAT PRIOR TO SUCH TRANSFER, FURNISHED THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS (THE FORM OF WHICH CAN BE OBTAINED FROM THE TRUSTEE) AND, IF SUCH TRANSFER IS IN RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT OF SECURITIES LESS THAN $100,000, AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT, OR (de) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND AND, IN THE CASE OF CLAUSE (b), (c), (d) or (e), BASED UPON AN OPINION OF COUNSEL IF THE ISSUERS COMPANY SO REQUESTREQUESTS), (2) TO ONE OF THE ISSUERS COMPANY 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. ABOVE.]2 Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

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. Dated as of December ___19, 1997 ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P BY: ▇▇▇▇▇▇▇ MANAGEMENT COMPANY, INC. ITS GENERAL PARTNER 2002 BALL CORPORATION By: /s/ David A. Westerlund ---------------------------------- Name: David A. Westerlund Title: ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇nt, Administration and Corporate Secretary BALL AEROSPACE & TECHNOLOGIES CORP. By: /s/ David A. Westerlund ---------------------------------- Name: David A. Westerlund Title: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ------------------------------- Name: Title: By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ------------------------------- Name: Title: ▇▇▇▇▇▇▇ FINANCE BALL METAL BEVERAGE CONTAINER CORP. By: /s/ ▇▇▇David A. Westerlund ---------------------------------- Name: David A. Westerlund Title: V▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ------------------------------- BALL METAL FOOD CONTAINER CORP. By: /s/ Scott C. Morrison ---------------------------------- Name: Scott C. Morrison Title: Attest: /s/ Vi▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ Treasurer BALL METAL PACKAGING SALES CORP. By: /s/ Scott C. Morrison --------------------------------- Name: Scott C. Morrison Title: Vic▇ ▇▇▇▇▇▇▇▇▇ --------------------------------- STATE STREET BANK AND TRUST COMPANY BY▇▇▇ ▇reasurer BALL PACKAGING CORP. By: /s/ Scott C. Morrison --------------------------------- Name: Scott C. Morrison Title: Vic▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇reasurer BALL PLASTIC CONTAINER CORP. By: /s/ Scott C. Morrison --------------------------------- Name: Scott C. Morrison Title: Vic▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇reasurer BALL TECHNOLOGIES HOLDING CORP. By: /s/ Scott C. Morrison --------------------------------- Name: Scott C. Morrison Title: Vic▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇reasurer BG HOLDINGS I, INC. By: /s/ Scott C. Morrison ------------------------------- Name: Scott C. Morrison Title: Vic▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇reasurer BG HOLDINGS II, INC. By: /s/ Scott C. Morrison ------------------------------- Name: Scott C. Morrison Title: Vic▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇reasurer EFRATOM HOLDING, INC. By: /s/ Scott C. Morrison ------------------------------- Name: Scott C. Morrison Title: Vic▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇reasurer LATAS DE ALUMINIO BALL, INC. By: /s/ Scott C. Morrison ------------------------------ Name: Scott C. Morrison Title: Vic▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇reasurer BALL PAN-EUROPEAN HOLDINGS, INC. By: /s/ Charles E. Baker ------------------------------ Name: Charles E. Baker Title: Assi▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ------------------------------- THE BANK OF NEW YORK, as Trustee By: /s/ Van K. Brown ------------------------------ Name: ▇Van K Brown Title: Vice Pres▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: VICE PRSIDENT Attest: --------------------------------- EXHIBIT A-1 A (Face of Note) 10 1/8% Series A ------------------------------------------------------------------------------ [Insert the Global Note Legend, if applicable pursuant to the provisions of the Indenture] [Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture] [Insert the Regulation S Temporary Global Note Legend, if applicable pursuant to the provisions of the Indenture] CUSIP/CINS 058498AE6 6?% Senior Notes due 2007 2012 No._____ CUSIP NO.______. ___ $_____________ ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P. and ▇▇▇▇▇▇▇ FINANCE CORP. promise BALL CORPORATION promises to pay toto CEDE & CO. or registered assigns, the principal sum of ______________________________________________ or registered assigns, the principal sum of___________________________________________ Dollars on December 15, 2007 Interest Payment Dates: June 15, and December 15 of each year, commencing December 15, 1998 Record Dates: June 1, and December 1 Dated: December ___, 1997 ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P. BY: ▇▇▇▇▇▇▇ MANAGEMENT COMPANY, INC. ITS GENERAL PARTNER By: ----------------------------- Name: Title: By: ----------------------------- Name: Title: ▇▇▇▇▇▇▇ FINANCE CORP. By: --------------------------------- Name: Title: By: --------------------------------- Name: Title: This is one of the Global Notes referred to in the within-mentioned Indenture: STATE STREET BANK AND TRUST COMPANY AS TRUSTEE By: -------------------------------- A1-1 (Back of Note) 10 1/8% Series A Senior Notes due 2007 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 DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST ISSUERS (55 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) ("▇▇▇"), TO THE ISSUERS 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 & CO2012., HAS AN INTEREST HEREIN. THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER ▇▇▇▇▇▇▇ ▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ 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 THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED IN RULE 144A THEREUNDER. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE ISSUERS THAT (A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE 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 UNDER THE SECURITIES ACT, (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 ISSUERS SO REQUEST), (2) TO ONE OF THE ISSUERS 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. Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

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 December ___February 16, 1997 2000 CLASSIC CABLE, INC. By: /s/ J. MERR▇▇▇ ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P BY----------------------------------- Name: J. Merr▇▇▇ ▇▇▇▇▇▇▇ MANAGEMENT COMPANYTitle: Chief Executive Officer GUARANTORS: CLASSIC CABLE HOLDING, INC. ITS GENERAL PARTNER By: /s/ ▇▇▇J. MERR▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ------------------------------- ----------------------------------- Name: Title: By: /s/ J. Merr▇▇▇ ▇▇▇▇▇▇▇ Title: Chief Executive Officer UNIVERSAL CABLE HOLDINGS, INC. By: /s/ J. MERR▇▇▇ ▇▇▇▇▇▇▇ ----------------------------------- Name: J. Merr▇▇▇ ▇▇▇▇▇▇▇ Title: Chief Executive Officer UNIVERSAL CABLE COMMUNICATIONS INC. By: /s/ J. MERR▇▇▇ ▇▇▇▇▇▇▇ ----------------------------------- Name: J. Merr▇▇▇ ▇▇▇▇▇▇▇ Title: Chief Executive Officer UNIVERSAL CABLE OF BEAVER, OKLAHOMA, INC. By: /s/ J. MERR▇▇▇ ▇▇▇▇▇▇▇ ----------------------------------- Name: J. Merr▇▇▇ ▇▇▇▇▇▇▇ Title: Chief Executive Officer Indenture Signature Page UNIVERSAL CABLE MIDWEST, INC. By: /s/ J. MERR▇▇▇ ▇▇▇▇▇▇▇ ----------------------------------- Name: J. Merr▇▇▇ ▇▇▇▇▇▇▇ Title: Chief Executive Officer FRIENDSHIP CABLE OF TEXAS, INC. By: /s/ J. MERR▇▇▇ ▇▇▇▇▇▇▇ ----------------------------------- Name: J. Merr▇▇▇ ▇▇▇▇▇▇▇ Title: Chief Executive Officer CORRECTIONAL CABLE TV, INC. By: /s/ J. MERR▇▇▇ ▇▇▇▇▇▇▇ ----------------------------------- Name: J. Merr▇▇▇ ▇▇▇▇▇▇▇ Title: Chief Executive Officer CALLCOM 24, INC. By: /s/ J. MERR▇▇▇ ▇▇▇▇▇▇▇ ----------------------------------- Name: J. Merr▇▇▇ ▇▇▇▇▇▇▇ Title: Chief Executive Officer FRIENDSHIP CABLE OF ARKANSAS, INC. By: /s/ J. MERR▇▇▇ ▇▇▇▇▇▇▇ ----------------------------------- Name: J. Merr▇▇▇ ▇▇▇▇▇▇▇ Title: Chief Executive Officer CLASSIC TELEPHONE, INC. By: /s/ J. MERR▇▇▇ ▇▇▇▇▇▇▇ ----------------------------------- Name: J. Merr▇▇▇ ▇▇▇▇▇▇▇ Title: Chief Executive Officer Indenture Signature Page 95 WT ACQUISITION CORPORATION By: /s/ J. MERR▇▇▇ ▇▇▇▇▇▇▇ ----------------------------------- Name: J. Merr▇▇▇ ▇▇▇▇▇▇▇ Title: Chief Executive Officer W.K. COMMUNICATIONS, INC. By: /s/ J. MERR▇▇▇ ▇▇▇▇▇▇▇ ----------------------------------- Name: J. Merr▇▇▇ ▇▇▇▇▇▇▇ Title: Chief Executive Officer TELEVISION ENTERPRISES, INC. By: /s/ J. MERR▇▇▇ ▇▇▇▇▇▇▇ ----------------------------------- Name: J. Merr▇▇▇ ▇▇▇▇▇▇▇ Title: Chief Executive Officer BLACK CREEK MANAGEMENT, L.L.C. By: /s/ J. MERR▇▇▇ ▇▇▇▇▇▇▇ ----------------------------------- Name: J. Merr▇▇▇ ▇▇▇▇▇▇▇ Title: Chief Executive Officer BLACK CREEK COMMUNICATIONS, L.P. By: /s/ J. MERR▇▇▇ ▇▇▇▇▇▇▇ ----------------------------------- Name: J. Merr▇▇▇ ▇▇▇▇▇▇▇ Title: Chief Executive Officer CLASSIC NETWORK TRANSMISSION, L.L.C. By: /s/ J. MERR▇▇▇ ▇▇▇▇▇▇▇ ----------------------------------- Name: J. Merr▇▇▇ ▇▇▇▇▇▇▇ Title: Chief Executive Officer Dated as of February 16, 2000 ▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇, ▇▇TIONAL ASSOCIATION, as Trustee By: /s/ CARY ▇. ▇▇▇▇▇▇▇ ------------------------------- ----------------------------------- Name: Title: ▇▇▇▇▇▇▇ FINANCE CORP. By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ------------------------------- Name: Title: Attest: /s/ ▇▇▇▇▇▇ Cary ▇. ▇▇▇▇▇▇▇ --------------------------------- STATE STREET BANK AND TRUST COMPANY BYTitle: /s/ Vice President Indenture Signature Page 97 EXHIBIT A1 [Face of Note] -------------------------------------------------------------------------------- CUSIP/CINS: 1827▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ------------------------------- Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: VICE PRSIDENT Attest: --------------------------------- EXHIBIT A-1 (Face of Note) 10 1/81 2% [Series A A][Series B] Senior Subordinated Notes due 2007 2010 No._____ CUSIP NO._________ $_____________ ▇▇▇▇▇▇▇ FAMILY RESTAURANTS. R-1 $ ------------ CLASSIC CABLE, L.P. and ▇▇▇▇▇▇▇ FINANCE CORPINC. promise promises to pay to______________________________________________ to Cede & Co. or registered assigns, the principal sum of___________________________________________ of ----------------------------------------------------------- Dollars on December 15March 1, 2007 2010. Interest Payment Dates: June 15, March 1 and December 15 of each year, commencing December 15, 1998 September 1 Record Dates: June 1, February 15 and December 1 Dated: December ___, 1997 ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P. BY: ▇▇▇▇▇▇▇ MANAGEMENT COMPANYAugust 15 CLASSIC CABLE, INC. ITS GENERAL PARTNER By: ----------------------------- -------------------------------- Name: Title: By: ----------------------------- -------------------------------- Name: Title: ▇▇▇▇▇▇▇ FINANCE CORP. By: --------------------------------- Name: Title: By: --------------------------------- Name: Title: This is one of the Global Notes referred to in the within-mentioned Indenture: STATE STREET BANK AND TRUST COMPANY AS TRUSTEE By: -------------------------------- A1-1 (Back of Note) 10 1/8% Series A Senior Notes due 2007 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 DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST ISSUERS (55 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) ("▇▇▇"), TO THE ISSUERS 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. THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER ▇▇▇▇▇▇▇ ▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ 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 THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED IN RULE 144A THEREUNDER. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE ISSUERS THAT (A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE 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 UNDER THE SECURITIES ACT, (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 ISSUERS SO REQUEST), (2) TO ONE OF THE ISSUERS 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. Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.:

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table Table, and Headings 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 Indenture, and shall in no way modify or restrict any of the terms or provisions hereofof this Indenture. Dated as of December ___, 1997 ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P BYSIGNATURES ---------- THE COMPANY: ▇▇▇▇▇▇▇ MANAGEMENT COMPANY, ----------- YOUNG BROADCASTING INC. ITS GENERAL PARTNER By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ------------------------------- By:/s/ --------------------------------------- Name: Title: ByTHE INITIAL GUARANTORS: /s/ ▇▇▇▇▇▇ ▇----------------------- YOUNG BROADCASTING OF ALBANY, INC. ▇▇▇▇▇▇▇ ------------------------------- By:/s/ --------------------------------------- Name: Title: ▇▇▇▇▇▇▇ FINANCE CORPYOUNG BROADCASTING OF LANSING, INC. By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ------------------------------- -------------------------------------- Name: Title: AttestWINNEBAGO TELEVISION CORPORATION By: /s/ ▇▇▇▇▇▇ ▇-------------------------------------- Name: Title: YOUNG BROADCASTING OF NASHVILLE, INC. ▇▇▇▇▇▇▇ --------------------------------- STATE STREET BANK AND TRUST COMPANY BYBy: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ------------------------------- ---------------------------------------- Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: VICE PRSIDENT AttestYBT, INC. By: /s/ ---------------------------------------- Name: Title: WKRN, G.P. By: Young Broadcasting of Nashville, Inc., Managing Partner By: /s/ ------------------------------------ Name: Title: YOUNG BROADCASTING OF LOUISIANA, INC. By: /s/ ----------------------------------------- Name: Title: LAT, INC. By: /s/ ----------------------------------------- Name: Title: KLFY, L.P. By: Young Broadcasting of Louisiana, Inc., General Partner By: /s/ ---------------------------------- Name: Title: YOUNG BROADCASTING OF RICHMOND, INC. By: /s/ ----------------------------------------- Name: Title: YOUNG BROADCASTING OF GREEN BAY, INC. By: /s/ ----------------------------------------- Name: Title: YOUNG BROADCASTING OF KNOXVILLE, INC. By: /s/ ----------------------------------------- Name: Title: WATE, G.P. By: Young Broadcasting of Knoxville, Inc., Managing Partner By: /s/ ---------------------------------- Name: Title: YBK, INC. By: /s/ ----------------------------------------- Name: Title: YOUNG BROADCASTING OF DAVENPORT, INC. By: /s/ ----------------------------------------- Name: Title: YOUNG BROADCASTING OF SIOUX FALLS, INC. By: /s/ ----------------------------------------- Name: Title: YOUNG BROADCASTING OF RAPID CITY, INC. By: /s/ ----------------------------------------- Name: Title: YOUNG BROADCASTING OF LOS ANGE- LES, INC. By: /s/ ------------------------------ Name: Title: YOUNG BROADCASTING OF SAN FRAN- CISCO, INC. By: /s/ ------------------------------ Name: Title: FIDELITY TELEVISION, INC. By: /s/ ------------------------------ Name: Title: HONEY BUCKET FILMS, INC. By: /s/ ------------------------------ Name: Title: ADAM YOUNG INC. By: /▇/ ------------------------------ Name: Title: FIRST UNION NATIONAL BANK, as Trustee By: /s/ --------------------------------- Name: Title: EXHIBIT A-1 ----------- [FORM OF SERIES A NOTE] THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS AN "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT) (AN "ACCREDITED INVESTOR") OR (C) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION, (2) AGREES THAT IT WILL NOT WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS SECURITY RESELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO YOUNG BROADCASTING INC. (THE "COMPANY"), OR ANY SUBSIDIARY THEREOF, (B) INSIDE THE UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) INSIDE THE UNITED STATES TO AN ACCREDITED INVESTOR THAT, PRIOR TO SUCH TRANSFER, FURNISHES (OR HAS FURNISHED ON ITS BEHALF BY A U.S. BROKER-DEALER) TO THE TRUSTEE OR TRANSFER AGENT A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS SECURITY (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE OR TRANSFER AGENT FOR THIS SECURITY), (D) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT, (E) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), OR (F) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS SECURITY WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS SECURITY, IF THE PROPOSED TRANSFEREE IS AN ACCREDITED INVESTOR, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE OR TRANSFER AGENT AND THE COMPANY SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS EITHER OF THEM MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION," "UNITED STATES" AND "U. S. PERSON" HAVE THE MEANING GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT. (Face of Note) 10 1/8YOUNG BROADCASTING INC. 8.5% Series A Senior Notes Note due 2007 2008 No.. _____ CUSIP NO.___________ $_____________ ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P. and ▇▇▇▇▇▇▇ FINANCE CORPCUSIP No. promise to pay to____________________________ Young Broadcasting Inc., a Delaware corporation (hereinafter called the "Company," which term includes any successor entity under the Indenture hereinafter referred to), for value received, hereby promises to pay to ___________________ or registered assigns, the principal sum of____________________of _______________________ Dollars on December 15, 2007 2008. Interest Payment Dates: December 15 and June 15, and December 15 of each year, commencing December June 15, 1998 2002 Record Dates: June 1, and December 1 Dated: December ___and June 1 Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, 1997 ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P. BY: ▇▇▇▇▇▇▇ MANAGEMENT COMPANY, INC. ITS GENERAL PARTNER By: ----------------------------- Name: Title: By: ----------------------------- Name: Title: ▇▇▇▇▇▇▇ FINANCE CORP. By: --------------------------------- Name: Title: By: --------------------------------- Name: Title: This is one of the Global Notes referred to in the within-mentioned Indenture: STATE STREET BANK AND TRUST COMPANY AS TRUSTEE By: -------------------------------- A1-1 (Back of Note) 10 1/8% Series A Senior Notes due 2007 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 DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST ISSUERS (55 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) ("▇▇▇"), TO THE ISSUERS 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. THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER ▇▇▇▇▇▇▇ ▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ 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 THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED IN RULE 144A THEREUNDER. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE ISSUERS THAT (A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE 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 UNDER THE SECURITIES ACT, (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 ISSUERS SO REQUEST), (2) TO ONE OF THE ISSUERS 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. Capitalized terms used herein which further provisions shall for all purposes have the meanings assigned to them in the Indenture referred to below unless otherwise indicatedsame effect as if set forth at this place.

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. 77 86 SIGNATURES Dated as of December ___18, 1997 PILLOWTEX CORPORATION BY: /S/ JEFF▇▇▇ ▇. ▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P BY--------------------------------- Name: Jeff▇▇▇ ▇. ▇▇▇▇▇▇ MANAGEMENT COMPANYTitle: Chief Operating Officer The Initial Guarantors: PTEX HOLDING COMPANY PILLOWTEX, INC. ITS GENERAL PARTNER By: /s/ MANE▇▇▇ ▇▇▇E FASHIONS, INC. BEACON MANUFACTURING COMPANY PILLOWTEX MANAGEMENT SERVICES COMPANY TENNESSEE WOOLEN MILL▇, ▇▇C. BY: /S/ JEFF▇▇▇ ▇. ▇▇▇▇▇▇ --------------------------------- Name: Jeff▇▇▇ ▇. ▇▇▇▇▇▇ Title: Chief Operating Officer NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION BY: /S/ RAYM▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ ------------------------------- --------------------------------- Name: Title: By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ------------------------------- Name: Title: ▇▇▇▇▇▇▇ FINANCE CORP. By: /s/ ▇▇▇Raym▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ ------------------------------- Title: Vice President 87 EXHIBIT A1 (Face of Note) ================================================================================ CUSIP/CINS ------------------- 9% [Series A] [Series B] Senior Subordinated Notes due 2007 No. $ ----- -------------- PILLOWTEX CORPORATION promises to pay to --------------------------------------------------- or registered assigns, the principal sum of ------------------------------------------------ Dollars on December 15, 2007. Interest Payment Dates: June 15 and December 15 Record Dates: June 1 and December 1 DATED: DECEMBER 18, 1997 PILLOWTEX CORPORATION BY: ----------------------------------- Name: Title: Attest: /s/ ▇▇▇Char▇▇▇ ▇. ▇▇▇▇▇▇▇ --------------------------------- STATE STREET BANK AND TRUST COMPANY BY: /s/ , ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ------------------------------- Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ . Title: VICE PRSIDENT Attest: --------------------------------- EXHIBIT A-1 (Face of Note) 10 1/8% Series A Senior Notes due 2007 No._____ CUSIP NO._________ $_____________ ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P. and ▇▇▇▇▇▇▇ FINANCE CORP. promise to pay to______________________________________________ or registered assigns, the principal sum of___________________________________________ Dollars on December 15, 2007 Interest Payment Dates: June 15, and December 15 of each year, commencing December 15, 1998 Record Dates: June 1, and December 1 Dated: December ___, 1997 ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P. BY: ▇▇▇▇▇▇▇ MANAGEMENT COMPANY, INC. ITS GENERAL PARTNER By: ----------------------------- Name: Title: By: ----------------------------- Name: Title: ▇▇▇▇▇▇▇ FINANCE CORP. By: --------------------------------- Name: Title: By: --------------------------------- Name: Title: Chief Executive Officer This is one of the Global Notes referred to in the within-mentioned Indenture: STATE STREET BANK AND TRUST COMPANY AS TRUSTEE Norwest Bank Minnesota, National Association as Trustee By: -------------------------------- ---------------------------------- Authorized Signatory ================================================================================ A1-1 88 (Back of Note) 10 1/89% [Series A A] [Series B] Senior Subordinated Notes due 2007 UNLESS THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND UNTIL IT IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.07 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE OR BUT NOT IN PART FOR NOTES IN DEFINITIVE FORMPURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY NOT BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE WITH THE PRIOR WRITTEN CONSENT OF THE DEPOSITORY TRUST ISSUERS (55 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) ("▇▇▇"), TO COMPANY. THIS NOTE HAS NOT BEEN REGISTERED UNDER THE ISSUERS 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. THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER ▇▇▇▇▇▇▇ ▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ SECURITIES ACT OF 1933 1933, AS AMENDED (THE "SECURITIES ACT"), AND THE SECURITY EVIDENCED HEREBY THIS NOTE MAY NOT BE OFFERED, SOLD SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR IN THE ABSENCE OF SUCH REGISTRATION OR ACCORDANCE WITH AN APPLICABLE EXEMPTION THEREFROMFROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (SUBJECT TO THE DELIVERY OF SUCH EVIDENCE, IF ANY, REQUIRED UNDER THE INDENTURE PURSUANT TO WHICH THIS NOTE IS ISSUED) AND IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION. EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED IN BY RULE 144A THEREUNDER1444A THEREUNDER OR ANOTHER EXEMPTION UNDER THE SECURITIES ACT. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE ISSUERS COMPANY THAT (A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (1)(a1)(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 REQUIREMENT OF RULE 144A UNDER THE SECURITIES ACT144A, (bB) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, (cC) OUTSIDE THE UNITED STATES TO A FOREIGN PERSON IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 904 UNDER THE SECURITIES ACT, ACT OR (dD) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF THE ISSUERS COMPANY SO REQUESTREQUESTS), SUBJECT TO THE RECEIPT BY THE REGISTRAR OF A CERTIFICATION OF THE TRANSFEROR AND AN OPINION OF COUNSEL TO THE EFFECT THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT, (2) TO ONE OF THE ISSUERS COMPANY 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, WILL AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, TO NOTIFY ANY PURCHASER FROM IT OF THE SECURITY EVIDENCED HEREBY OF THE RESALE RESTRICTIONS RESTRICTION SET FORTH IN (A) ABOVE. Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

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 will in no way modify or restrict any of the terms or provisions hereof. SIGNATURES Dated as of December _May __, 1997 2003 CORRECTIONS CORPORATION OF AMERICA ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P BY: ▇▇▇▇▇▇▇ MANAGEMENT COMPANY, INC. ITS GENERAL PARTNER By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ------------------------------- Name: Title: By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ------------------------------- Name: Title: ▇▇▇▇▇▇▇ FINANCE CORP. By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ------------------------------- ------------------------------------------- Name: Title: Attest: /s/ ▇▇---------------------------------- Name: Title: GUARANTORS: CCA OF TENNESSEE, INC. PRISON REALTY MANAGEMENT, INC. CCA INTERNATIONAL, INC. TECHNICAL AND BUSINESS INSTITUTES OF AMERICA, INC. CCA PROPERTIES OF AMERICA, LLC CCA PROPERTIES OF ARIZONA, LLC CCA PROPERTIES OF TENNESSEE, LLC CCA PROPERTIES OF TEXAS, L.P. RONALD LEE SUTTLES TRI-COUNTY EXTRADITION, INC ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ --------------------------------- STATE STREET BANK AND TRUST COMPANY BY▇ Guarantor By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ------------------------------- ------------------------------------------- Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: VICE PRSIDENT Attest: --------------------------------- ---------------------------------- Name: Title: Indenture Signature Page TRANSCOR AMERICA, LLC, as a Guarantor By: ----------------------------------- Name: Title: Attest: ---------------------------------- Name: Title: TRUSTEE: U.S. BANK NATIONAL ASSOCIATION By: ----------------------------------- Name: Title: Attest: ---------------------------------- Authorized Signatory Date: Indenture Signature Page EXHIBIT A-1 (A [Face of Note) 10 1/8% Series A Senior Notes due 2007 No._____ CUSIP NO.] -------------------------------------------------------------------------------- CUSIP/CINS ____________ [__]% Senior Notes due 2011 No. ___ $_____________ ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P. and ▇▇▇▇▇▇▇ FINANCE CORP. promise CORRECTIONS CORPORATION OF AMERICA promises to pay to______________________________________________ to ------------------------------------------------------------- or registered assigns, the principal sum of_____________________________________of ----------------------------------------------------------- Dollars on [______ Dollars on December 15, 2007 Interest Payment Dates: June 15, and December 15 of each year, commencing December 15, 1998 Record Dates: June 1, and December 1 Dated: December ___, 1997 ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P. BY: ▇▇▇▇▇▇▇ MANAGEMENT COMPANY, INC. ITS GENERAL PARTNER By: ----------------------------- Name: Title: By: ----------------------------- Name: Title: ▇▇▇▇▇▇▇ FINANCE CORP. By: --------------------------------- Name: Title: By: --------------------------------- Name: Title: This is one of the Global Notes referred to in the within-mentioned Indenture: STATE STREET BANK AND TRUST COMPANY AS TRUSTEE By: -------------------------------- A1-1 (Back of Note) 10 1/8% Series A Senior Notes due 2007 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 DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST ISSUERS (55 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) ("▇▇▇"), TO THE ISSUERS 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 & CO2009., HAS AN INTEREST HEREIN. THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER ▇▇▇▇▇▇▇ ▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ 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 THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED IN RULE 144A THEREUNDER. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE ISSUERS THAT (A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE 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 UNDER THE SECURITIES ACT, (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 ISSUERS SO REQUEST), (2) TO ONE OF THE ISSUERS 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. Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.]

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. Dated as of December ___May 21, 1997 ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P BY: ▇▇▇▇▇▇▇ MANAGEMENT COMPANY, INC1998 ONEPOINT COMMUNICATIONS CORP. ITS GENERAL PARTNER By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ------------------------------- --------------------------------- Name: Title: Chairman and Chief Executive Officer ONEPOINT COMMUNICATIONS HOLDINGS, LLC By: ONEPOINT COMMUNICATIONS CORP., its Manager By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ------------------------------- Name: Title: ▇▇▇▇▇▇▇ FINANCE CORP. By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ------------------------------- --------------------------------- Name: Title: AttestChairman and Chief Executive Officer ONEPOINT COMMUNICATIONS - GEORGIA, LLC By: ONEPOINT COMMUNICATIONS CORP., its Manager By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ --------------------------------- STATE STREET BANK AND TRUST COMPANY BYName: Title: Chairman and Chief Executive Officer ONEPOINT COMMUNICATIONS - ILLINOIS, LLC By: ONEPOINT COMMUNICATIONS CORP., its Manager By: /s/ ▇▇▇▇▇ ▇▇ . ▇▇▇▇▇▇▇▇▇ ------------------------------- --------------------------------- Name: ▇Title: Chairman and Chief Executive Officer ONEPOINT COMMUNICATIONS - COLORADO, LLC By: ONEPOINT COMMUNICATIONS CORP., its Manager By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ --------------------------------- Name: Title: VICE PRSIDENT AttestChairman and Chief Executive Officer VIC - RMTS - DC. LLC By: ONEPOINT COMMUNICATIONS HOLDING, LLC, its Manager By: ONEPOINT COMMUNICATIONS CORP., its Manager By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ---------------------------------- Name: Title: Chairman and Chief Executive Officer ▇▇▇▇▇▇ TRUST AND SAVINGS BANK By: /s/ ▇. ▇▇▇▇▇▇▇▇▇ --------------------------------- Name: Title: Vice President EXHIBIT A-1 A (Face of Note) 10 1/8% Series A Senior Notes due 2007 No.================================================================================ CUSIP/CINS ______________ CUSIP NO.____14 1/2% [Series A] [Series B] Senior Notes due 2008 No. _____ $_____________ ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P. and ▇▇▇▇▇▇▇ FINANCE ONEPOINT COMMUNICATIONS CORP. promise promises to pay toto _______________________________________________ or registered assigns, the principal sum ofof _____________________________________________ Dollars on December 15_____________, 2007 2008 Interest Payment Dates: June 15, and December 15 of each year, commencing December 15, 1998 ____________ and_____________ Record Dates: June 1, and December 1 Dated: December ____________ and ____________ Dated: May 21, 1997 ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P. BY: ▇▇▇▇▇▇▇ MANAGEMENT COMPANY, INC. ITS GENERAL PARTNER By: ----------------------------- Name: Title: By: ----------------------------- Name: Title: ▇▇▇▇▇▇▇ FINANCE 1998 ONEPOINT COMMUNICATIONS CORP. By: --------------------------------- Name: Title: By: --------------------------------- :________________________________ Name: Title: This is one of the Global Notes referred to in the within-mentioned Indenture: STATE STREET BANK AND TRUST COMPANY AS TRUSTEE By: -------------------------------- A1-1 (Back of Note) 10 1/8% Series A Senior Notes due 2007 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 DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST ISSUERS (55 ▇▇▇▇▇▇ ▇▇▇▇▇▇TRUST AND SAVINGS BANK, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇as Trustee By:_____________________________ ================================================================================ (Back of Note) 14 1 2% [Series A] [Series B] Senior Notes due 2008 THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) ("▇▇▇"), TO THE ISSUERS OR ITS AGENT NOMINEE IN CUSTODY FOR REGISTRATION THE BENEFIT OF TRANSFER, EXCHANGE OR PAYMENTTHE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY CERTIFICATE ISSUED IS REGISTERED IN PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE NAME OF CEDE & CO. OR TRUSTEE MAY MAKE SUCH OTHER NAME NOTATIONS HEREON AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE REQUIRED PURSUANT TO SECTION 2.07 OF DTC THE INDENTURE, (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS II) THIS GLOBAL NOTE MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF DTC)THE INDENTURE, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR VALUE OR OTHERWISE BY OR CANCELLATION PURSUANT TO ANY PERSON IS WRONGFUL INASMUCH AS SECTION 2.11 OF THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREININDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER ▇▇▇▇▇▇▇ ▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ SECURITIES ACT OF 1933 1933, AS AMENDED (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 THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED IN BY RULE 144A THEREUNDER. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE ISSUERS COMPANY 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 UNDER THE SECURITIES ACT, (b) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 144A 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, (d) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" AS DEFINED IN RULE 501(a)(1), (2), (3) OR (d7) OF THE SECURITIES ACT (AN "INSTITUTIONAL ACCREDITED INVESTOR") IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR (e) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF THE ISSUERS SO REQUEST)ACT, (2) TO ONE OF THE ISSUERS COMPANY 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. THE NOTES EVIDENCED BY THIS CERTIFICATE ARE INITIALLY ISSUED AS PART OF AN ISSUANCE OF UNITS, EACH OF WHICH CONSIST OF $1,000 PRINCIPAL AMOUNT OF THE NOTES AND ONE WARRANT ("WARRANT") INITIALLY ENTITLING THE HOLDER THEREOF TO PURCHASE 0.635 SHARES, PAR VALUE $0.01 PER SHARE, OF THE COMPANY. PRIOR TO THE EARLIEST TO OCCUR OF (i) THE DATE THAT IS SIX MONTHS FOLLOWING THE INITIAL SALE OF THE UNITS, (ii) THE COMMENCEMENT OF AN EXCHANGE OFFER WITH RESPECT TO THE NOTES, (iii) THE DATE OF A SHELF REGISTRATION STATEMENT WITH RESPECT TO THE NOTES IS DECLARED EFFECTIVE, (iv) A CHANGE OF CONTROL (AS DEFINED IN THE INDENTURE), OR (v) SUCH DATE AS BEAR, ▇▇▇▇▇▇▇ & CO. INC. MAY, IN ITS SOLE DISCRETION, DEEM APPROPRIATE, THE NOTES EVIDENCED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED OR EXCHANGED SEPARATELY FROM, BUT MAY BE TRANSFERRED OR EXCHANGED ONLY TOGETHER WITH, THE WARRANTS. Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated. 1. Interest. OnePoint Communications Corp., a Delaware corporation (the "Company"), promises to pay interest on the principal amount of this Note at 14 1/2% per annum from May 21, 1998 until maturity and shall pay the Liquidated Damages payable pursuant to Section 5 of the Registration Rights Agreement referred to below. The Company will pay interest and Liquidated Damages, if any, semi-annually on June 1 and December 1 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 December 1, 1998. The Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, 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 periods) 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.

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 will in no way modify or restrict any of the terms or provisions hereof. SIGNATURES Dated as of December ___17, 1997 2003 VIASYSTEMS, INC. By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P BY-------------------------------------- Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ MANAGEMENT COMPANYTitle: Senior VP and Secretary VIASYSTEMS INTERNATIONAL, INC. ITS GENERAL PARTNER VIASYSTEMS MILWAUKEE, INC. VIASYSTEMS TECHNOLOGIES CORP. LLC By: Viasystems, Inc. as sole member WIRE HARNESS INDUSTRIES, INC. WIREKRAFT INDUSTRIES, LLC By: Viasystems International, Inc. as sole member By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ -------------------------------------- Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Senior VP and Secretary THE BANK OF NEW YORK By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ ------------------------------- -------------------------------------- Name: Title: By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ------------------------------- Name: Title: ▇▇▇▇▇▇▇ FINANCE CORP. By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ------------------------------- Name: Title: Attest: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ --------------------------------- STATE STREET BANK AND TRUST COMPANY BY: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ------------------------------- Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: VICE PRSIDENT Attest: --------------------------------- EXHIBIT A-1 (Vice President [Face of Note) 10 1/8% Series A Senior Notes due 2007 No._____ CUSIP NO.] ================================================================================ CUSIP/CINS ____________ 10.50% Senior Subordinated Notes due 2011 No. ___ $_____________ ▇▇▇▇▇▇▇ FAMILY RESTAURANTSVIASYSTEMS, L.P. and ▇▇▇▇▇▇▇ FINANCE CORPINC. promise promises to pay toto [________] or registered assigns, the principal sum of ___________________________________________________ or registered assigns, the principal sum ofDOLLARS on _____________, 20___. Interest Payment Dates:____________ and ____________ Record Dates: ____________ and ____________ Dated: _______________, 200_ VIASYSTEMS, INC. By:_____________________________________ Name: Title: This is one of the Notes referred to in the within-mentioned Indenture: THE BANK OF NEW YORK, as Trustee By:_______________________________________ Dollars on December 15, 2007 Interest Payment Dates: June 15, and December 15 of each year, commencing December 15, 1998 Record Dates: June 1, and December 1 Dated: December ___, 1997 ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P. BY: ▇▇▇▇▇▇▇ MANAGEMENT COMPANY, INC. ITS GENERAL PARTNER By: ----------------------------- Name: Title: By: ----------------------------- Name: Title: ▇▇▇▇▇▇▇ FINANCE CORP. By: --------------------------------- Name: Title: By: --------------------------------- Name: Title: This is one of the Global Notes referred to in the within-mentioned Indenture: STATE STREET BANK AND TRUST COMPANY AS TRUSTEE By: -------------------------------- Authorized Signatory ================================================================================ A1-1 ([Back of Note) 10 1/8] 10.50% Series A Senior Subordinated Notes due 2007 UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM2011 [Insert the Global Note Legend, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST ISSUERS (55 ▇▇▇▇▇ ▇▇▇▇▇▇if applicable pursuant to the provisions of the Indenture] [Insert the Private Placement Legend, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) ("▇▇▇"), TO THE ISSUERS 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. THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER ▇▇▇▇▇▇▇ ▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ 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 THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED IN RULE 144A THEREUNDER. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE ISSUERS THAT (A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE 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 UNDER THE SECURITIES ACT, (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 ISSUERS SO REQUEST), (2) TO ONE OF THE ISSUERS 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. if applicable pursuant to the provisions of the Indenture] Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

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 December ___October 29, 1997 ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P BY: ▇▇▇▇▇▇▇ MANAGEMENT COMPANY, 1999 US UNWIRED INC. ITS GENERAL PARTNER By: /s/ By:/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ------------------------------- ---------------------------------- Name: Title: By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ------------------------------- Name: Title: ▇▇▇▇▇▇▇ FINANCE CORP. By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ------------------------------- Name: Title: President Attest: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ --------------------------------- STATE STREET BANK AND TRUST COMPANY BY----------------------------------- Name: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Secretary LOUISIANA UNWIRED, LLC By:/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ------------------------------- ------------------------------------ Name: ▇▇▇▇▇▇ ▇▇▇▇▇ Title: Manager Attest: /s/ ▇▇▇▇▇▇ Title: VICE PRSIDENT Attest: --------------------------------- EXHIBIT A-1 (Face of Note) 10 1/8% Series A Senior Notes due 2007 No._____ CUSIP NO._________ $_____________ ▇. ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P. and ---------------------------------- Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ FINANCE Title: Assistant Manager UNWIRED TELECOM CORP. promise to pay to____________By:/s/ ▇▇▇▇▇▇ ▇▇▇▇▇ ------------------------------------- Name: ▇▇▇▇▇▇ ▇▇▇▇▇ Title: President Attest: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ __________________________________ or registered assigns, the principal sum of_________Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Secretary STATE STREET BANK AND TRUST COMPANY By: /s/ Laurel Melody - ▇▇▇▇▇▇▇▇▇ --------------------------------- Name: Laurel ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Assistant Vice President Attest: /s/ illegible signature __________________________________ Dollars on December 15Authorized Signatory Date: October 29, 2007 Interest Payment Dates: June 151999 EXHIBIT A1 [Face of Note] -------------------------------------------------------------------------------- FOR THE PURPOSES OF SECTIONS 1272, and December 15 of each year1273 AND 1275 OF THE INTERNAL REVENUE CODE OF 1986, commencing December 15AS AMENDED, 1998 Record Dates: June 1THIS SECURITY IS BEING ISSUED WITH ORIGINAL ISSUE DISCOUNT; FOR EACH $1,000 PRINCIPAL AMOUNT OF THIS SECURITY, and December 1 Dated: December ___THE ISSUE PRICE IS $523.06, 1997 THE AMOUNT OF ORIGINAL ISSUE DISCOUNT IS $1,145.69, THE ISSUE DATE IS OCTOBER 29, 1999 AND THE YIELD TO MATURITY IS 13 3/8% PER ANNUM. CUSIP/CINS ▇▇▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P. BY: ▇▇▇▇▇▇▇ MANAGEMENT COMPANY, INC. ITS GENERAL PARTNER By: ----------------------------- Name: Title: By: ----------------------------- Name: Title: ▇▇▇▇▇▇▇ FINANCE CORP. By: --------------------------------- Name: Title: By: --------------------------------- Name: Title: This is one of the Global Notes referred to in the within-mentioned Indenture: STATE STREET BANK AND TRUST COMPANY AS TRUSTEE By: -------------------------------- A1-1 (Back of Note) 10 1/8% 13/3/8/% Series A Senior Subordinated Discount Notes due 2007 UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM2009 No. 1 $399,840,000 US UNWIRED INC. promises to pay to Cede & Co. or registered assigns, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST ISSUERS (55 ▇▇▇▇▇ ▇▇▇▇▇▇the principal sum of Three Hundred Ninety-Nine Million Eight Hundred Forty Thousand Dollars on November 1, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) ("▇▇▇"), TO THE ISSUERS 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 & CO2009., HAS AN INTEREST HEREIN. THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER ▇▇▇▇▇▇▇ ▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ 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 THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED IN RULE 144A THEREUNDER. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE ISSUERS THAT (A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE 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 UNDER THE SECURITIES ACT, (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 ISSUERS SO REQUEST), (2) TO ONE OF THE ISSUERS 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. Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

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. 77 85 SIGNATURES Dated as of December ___18, 1997 PILLOWTEX CORPORATION BY: /S/ JEFF▇▇▇ ▇. ▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P BY--------------------------------- Name: Jeff▇▇▇ ▇. ▇▇▇▇▇▇ MANAGEMENT COMPANYTitle: Chief Operating Officer The Initial Guarantors: PTEX HOLDING COMPANY PILLOWTEX, INC. ITS GENERAL PARTNER By: /s/ MANE▇▇▇ ▇▇▇E FASHIONS, INC. BEACON MANUFACTURING COMPANY PILLOWTEX MANAGEMENT SERVICES COMPANY TENNESSEE WOOLEN MILL▇, ▇▇C. BY: /S/ JEFF▇▇▇ ▇. ▇▇▇▇▇▇ --------------------------------- Name: Jeff▇▇▇ ▇. ▇▇▇▇▇▇ Title: Chief Operating Officer NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION BY: /S/ RAYM▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ ------------------------------- --------------------------------- Name: Title: By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ------------------------------- Name: Title: ▇▇▇▇▇▇▇ FINANCE CORP. By: /s/ ▇▇▇Raym▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ ------------------------------- Title: Vice President 86 EXHIBIT A1 (Face of Note) ================================================================================ CUSIP/CINS ------------------- 9% [Series A] [Series B] Senior Subordinated Notes due 2007 No. $ ----- -------------- PILLOWTEX CORPORATION promises to pay to --------------------------------------------------- or registered assigns, the principal sum of ------------------------------------------------ Dollars on December 15, 2007. Interest Payment Dates: June 15 and December15 Record Dates: June 1 and December 1 DATED: DECEMBER 18, 1997 PILLOWTEX CORPORATION BY: ----------------------------------- Name: Title: Attest: /s/ ▇▇▇Char▇▇▇ ▇. ▇▇▇▇▇▇▇ --------------------------------- STATE STREET BANK AND TRUST COMPANY BY: /s/ , ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ------------------------------- Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ . Title: VICE PRSIDENT Attest: --------------------------------- EXHIBIT A-1 (Face of Note) 10 1/8% Series A Senior Notes due 2007 No._____ CUSIP NO._________ $_____________ ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P. and ▇▇▇▇▇▇▇ FINANCE CORP. promise to pay to______________________________________________ or registered assigns, the principal sum of___________________________________________ Dollars on December 15, 2007 Interest Payment Dates: June 15, and December 15 of each year, commencing December 15, 1998 Record Dates: June 1, and December 1 Dated: December ___, 1997 ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P. BY: ▇▇▇▇▇▇▇ MANAGEMENT COMPANY, INC. ITS GENERAL PARTNER By: ----------------------------- Name: Title: By: ----------------------------- Name: Title: ▇▇▇▇▇▇▇ FINANCE CORP. By: --------------------------------- Name: Title: By: --------------------------------- Name: Title: Chief Executive Officer This is one of the Global Notes referred to in the within-mentioned Indenture: STATE STREET BANK AND TRUST COMPANY AS TRUSTEE Norwest Bank Minnesota, National Association as Trustee By: -------------------------------- ---------------------------------- Authorized Signatory ================================================================================ A1-1 87 (Back of Note) 10 1/89% [Series A A] [Series B] Senior Subordinated Notes due 2007 UNLESS THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND UNTIL IT IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.07 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE OR BUT NOT IN PART FOR NOTES IN DEFINITIVE FORMPURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY NOT BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE WITH THE PRIOR WRITTEN CONSENT OF THE DEPOSITORY TRUST ISSUERS (55 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) ("▇▇▇"), TO COMPANY. THIS NOTE HAS NOT BEEN REGISTERED UNDER THE ISSUERS 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. THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER ▇▇▇▇▇▇▇ ▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ SECURITIES ACT OF 1933 1933, AS AMENDED (THE "SECURITIES ACT"), AND THE SECURITY EVIDENCED HEREBY THIS NOTE MAY NOT BE OFFERED, SOLD SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR IN THE ABSENCE OF SUCH REGISTRATION OR ACCORDANCE WITH AN APPLICABLE EXEMPTION THEREFROMFROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (SUBJECT TO THE DELIVERY OF SUCH EVIDENCE, IF ANY, REQUIRED UNDER THE INDENTURE PURSUANT TO WHICH THIS NOTE IS ISSUED) AND IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION. EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED IN BY RULE 144A THEREUNDER1444A THEREUNDER OR ANOTHER EXEMPTION UNDER THE SECURITIES ACT. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE ISSUERS COMPANY THAT (A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (1)(a1)(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 REQUIREMENT OF RULE 144A UNDER THE SECURITIES ACT144A, (bB) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, (cC) OUTSIDE THE UNITED STATES TO A FOREIGN PERSON IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 904 UNDER THE SECURITIES ACT, ACT OR (dD) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF THE ISSUERS COMPANY SO REQUESTREQUESTS), SUBJECT TO THE RECEIPT BY THE REGISTRAR OF A CERTIFICATION OF THE TRANSFEROR AND AN OPINION OF COUNSEL TO THE EFFECT THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT, (2) TO ONE OF THE ISSUERS COMPANY 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, WILL AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, TO NOTIFY ANY PURCHASER FROM IT OF THE SECURITY EVIDENCED HEREBY OF THE RESALE RESTRICTIONS RESTRICTION SET FORTH IN (A) ABOVE. Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

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. Dated as of December ___November 17, 1997 ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P BY: ▇▇▇▇▇▇▇ MANAGEMENT COMPANY, 1999 WRC MEDIA INC. ITS GENERAL PARTNER By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ------------------------------- Name: Title: By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ------------------------------- Name: Title: ▇▇▇▇▇▇▇ FINANCE CORP. By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ----------------------------------------- Name: ▇▇▇▇▇▇▇ ------------------------------- Name: ▇▇▇▇▇▇ Title: AttestSecretary WEEKLY READER CORPORATION By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ----------------------------------------- Name: ▇▇▇▇▇▇▇ --------------------------------- STATE STREET BANK AND TRUST COMPANY BY▇▇▇▇▇▇ Title: Secretary JLC LEARNING CORPORATION By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ----------------------------------------- Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Secretary BANKERS TRUST COMPANY, as Trustee By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ----------------------------------------- Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Assistant Vice President PRIMEDIA REFERENCE INC. FUNK & WAGNALLS YEARBOOK CORPORATION LIFETIME LEARNING SYSTEMS, INC. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ------------------------------- Name, INC. AMERICAN GUIDANCE SERVICE, INC. AGS INTERNATIONAL SALES, INC. By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ----------------------------------------- Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: VICE PRSIDENT Attest: --------------------------------- Secretary EXHIBIT A-1 (A [Face of Note) 10 1/8] -------------------------------------------------------------------------------- FOR THE PURPOSES OF SECTIONS 1272, 1273 AND 1275 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, THIS SECURITY IS BEING ISSUED WITH ORIGINAL ISSUE DISCOUNT; FOR EACH $1,000 PRINCIPAL AMOUNT OF THIS SECURITY, THE ISSUE PRICE ALLOCATED TO THE NOTE IS $961.85, THE AMOUNT OF ORIGINAL ISSUE DISCOUNT IS $38.15, THE ISSUE DATE IS NOVEMBER 17, 1999 AND THE YIELD TO MATURITY IS 13.46% Series A Senior Notes due 2007 No._____ CUSIP NO._________ $_PER ANNUM. CUSIP/CINS ____________ ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P. and ▇▇▇▇▇▇▇ FINANCE CORP12 3/4% Senior Subordinated Notes due 2009 No. promise 1 $152,000,000 WRC MEDIA INC. WEEKLY READER CORPORATION JLC LEARNING CORPORATION promises to pay to______________________________________________ to Cede & Co. or registered assigns, the principal sum of___________________________________________ of One Hundred Fifty Two Million Dollars on December November 15, 2007 Interest Payment Dates: June 15, and December 15 of each year, commencing December 15, 1998 Record Dates: June 1, and December 1 Dated: December ___, 1997 ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P. BY: ▇▇▇▇▇▇▇ MANAGEMENT COMPANY, INC. ITS GENERAL PARTNER By: ----------------------------- Name: Title: By: ----------------------------- Name: Title: ▇▇▇▇▇▇▇ FINANCE CORP. By: --------------------------------- Name: Title: By: --------------------------------- Name: Title: This is one of the Global Notes referred to in the within-mentioned Indenture: STATE STREET BANK AND TRUST COMPANY AS TRUSTEE By: -------------------------------- A1-1 (Back of Note) 10 1/8% Series A Senior Notes due 2007 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 DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST ISSUERS (55 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) ("▇▇▇"), TO THE ISSUERS 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 & CO2009., HAS AN INTEREST HEREIN. THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER ▇▇▇▇▇▇▇ ▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ 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 THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED IN RULE 144A THEREUNDER. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE ISSUERS THAT (A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE 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 UNDER THE SECURITIES ACT, (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 ISSUERS SO REQUEST), (2) TO ONE OF THE ISSUERS 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. Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

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 will in no way modify or restrict any of the terms or provisions hereof. Dated as of December ___May 7, 1997 2003 CORRECTIONS CORPORATION ▇▇ ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P BY: ▇▇▇▇▇▇▇ MANAGEMENT COMPANY, INC. ITS GENERAL PARTNER By: /s/ /▇▇/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ------------------------------- Name: John D. Ferguson Title: By: /s/ Chief ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ------------------------------- Name: Title: ▇▇▇▇▇▇▇ FINANCE CORP. By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ------------------------------- Name: Title: Attest: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ --------------------------------- STATE STREET BANK AND TRUST COMPANY BY: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ------------------------------- r GUARANTORS: CCA OF TENNESSEE, INC. PRISON REALTY MANAGEMENT, INC. TECHNICAL AND BUSINESS INSTITUTE OF AMERICA, INC. CCA INTERNATIONAL, INC. CCA PROPERTIES OF AMERICA, LLC CCA PROPERTIES OF ARIZONA, LLC CCA PROPERTIES OF TENNESSEE, LLC By /s/ John D. Ferguson ------------------------------ Name: John D. Ferguson Title: Chief ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ r CCA PROPERTIES OF TEXAS, L.P. By /s/ John D. Ferguson ------------------------------- Name: John D. Ferguson Title: VICE PRSIDENT Attest: --------------------------------- EXHIBIT A-1 (Face of Note) 10 1/8% Series A Senior Notes due 2007 No._____ CUSIP NO._________ $_____________ Chief ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P. and ▇▇▇▇▇▇▇ FINANCE CORP. promise to pay to______________________________________________ or registered assigns, the principal sum of___________________________________________ Dollars on December 15, 2007 Interest Payment Dates: June 15, and December 15 of each year, commencing December 15, 1998 Record Dates: June 1, and December 1 Dated: December ___, 1997 ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P. BY: ▇▇▇▇▇▇▇ MANAGEMENT COMPANY, INC. ITS GENERAL PARTNER By: ----------------------------- Name: Title: By: ----------------------------- Name: Title: ▇▇▇▇▇▇▇ FINANCE CORP. By: --------------------------------- Name: Title: By: --------------------------------- Name: Title: This is one of the Global Notes referred to in the within-mentioned Indenture: STATE STREET BANK AND TRUST COMPANY AS TRUSTEE By: -------------------------------- A1-1 (Back of Note) 10 1/8% Series A Senior Notes due 2007 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 DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST ISSUERS (55 ▇▇▇▇▇ ▇▇▇▇▇▇r, CCA Properties of America, LLC, as General Partner Transcor America LLC By /s/ Todd J. Mullenger ------------------------------ Name: Todd J. Mullenger Title: Vice ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇) ("rer RONALD LEE SUTTLES TRI-COUNTY ▇▇▇")▇▇▇▇▇▇▇▇, TO THE ISSUERS OR ITS AGENT FOR REGISTRATION OF TRANSFER▇▇▇. By /s/ Todd J. Mullenger ----------------------------- Name: Todd J. Mullenger Title: Vice ▇▇▇▇▇▇▇▇▇, 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. THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER ▇▇▇▇▇▇rer each as a Guarantor Indenture Signature page TRUSTEE: U.S. BANK NATIONAL ASSOCIATION By /s/ Patrick E. Thebado ------------------------------- Name: Patrick E. Thebado Title: Vice ▇▇▇▇▇▇▇▇▇ ▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ 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 THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED IN RULE 144A THEREUNDER. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE ISSUERS THAT (A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE ONLY (1)(a) TO EXHIBIT 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 UNDER THE SECURITIES ACT, (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 ISSUERS SO REQUEST), (2) TO ONE OF THE ISSUERS 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. Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.Face of Note CUSIP 22025YAD2

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 on following page] 77 SIGNATURES Dated as of December ___, 1997 ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P BY: ▇▇▇▇▇▇▇ MANAGEMENT COMPANY2002 SILVERLEAF RESORTS, INC. ITS GENERAL PARTNER ------------ By: /s/ ▇▇▇▇▇▇ ▇. ------------------------------------ Name: Robert E. Mead Title: Chief ▇▇▇▇▇▇▇▇▇ ------------------------------- Name: Title: By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ------------------------------- icer By: ------------------------------------ Name: Harry J. White, Jr. Title: ▇▇▇▇▇▇▇ FINANCE CORP. By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ------------------------------- Name: Title: Attest: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ --------------------------------- STATE STREET BANK AND TRUST COMPANY BY: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ------------------------------- ▇▇▇icer and Treasurer Dated as of , 2002 AWARDS VERIFICATION CENTER, INC. ------------ By: ------------------------------------ Name: Robert E. Mead Title: Chief ▇▇▇▇▇▇▇▇▇ ▇▇▇icer By: ------------------------------------ Name: Harry J. White, Jr. Title: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ Treasurer Dated as of , 2002 SILVERLEAF TRAVEL, INC. ------------ By: ------------------------------------ Name: Robert E. Mead Title: Chief ▇▇▇▇▇▇▇▇▇ ▇▇▇icer By: ------------------------------------ Name: Harry J. White, Jr. Title: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ Treasurer Dated as of , 2002 SILVERLEAF RESORT ACQUISITIONS, INC. ------------ By: ------------------------------------ Name: Robert E. Mead Title: Chief ▇▇▇▇▇▇▇▇▇ ▇▇▇icer By: ------------------------------------ Name: Sandra G. Cearley Title: Vi▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇retary and Treasurer Dated as of , 2002 BULL'S EYE MARKETING, INC. ------------ By: ------------------------------------ Name: Robert E. Mead Title: Chief ▇▇▇▇▇▇▇▇▇ ▇▇▇icer By: ------------------------------------ Name: Harry J. White, Jr. Title: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ of , 2002 SILVERLEAF BERKSHIRES, INC. ------------ By: ------------------------------------ Name: Robert E. Mead Title: Chief ▇▇▇▇▇▇▇▇▇ ▇▇▇icer By: ------------------------------------ Name: ------------------------------- Title: ------------------------------ Dated as of , 2002 ESTARCOMMUNICATIONS, INC. ------------ By: ------------------------------------ Name: Robert E. Mead Title: Chief ▇▇▇▇▇▇▇▇▇ ▇▇▇icer By: ------------------------------------ Name: Harry J. White, Jr. Title: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇icer 80 Dated as of , 2002 WELLS FARGO BANK MINNESOTA, ------------ NATIONAL ASSOCIATION By: ------------------------------------ Name: Title: VICE PRSIDENT Attest: --------------------------------- 81 EXHIBIT A-1 A (Face of Note) 10 1/8% Series A [5-8%] Senior Subordinated Notes due 2007 No._____ CUSIP NO._________ . 001 $_____________ ▇▇▇▇▇▇▇ FAMILY RESTAURANTS[33,350,000.00] SILVERLEAF RESORTS, L.P. and ▇▇▇▇▇▇▇ FINANCE CORPINC. promise promises to pay to______________________________________________ to Cede & Co. CUSIP No. 828395 AB 9 or registered assigns, the principal sum of___________________________________________ of Thirty-Three Million, Three Hundred Fifty Thousand Dollars on December 15April 1, 2007 2007. Interest Payment Dates: June April 1, and October 1 Record Dates: March 15, and December September 15 of each year, commencing December 15, 1998 Record Dates: June 1, and December 1 Dated: December ___, 1997 ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P. BY: ▇▇▇▇▇▇▇ MANAGEMENT COMPANY, INC. ITS GENERAL PARTNER 2002 ----------- By: ----------------------------- ------------------------------ Name: Robert E. Mead Title: By: ----------------------------- Name: Title: ▇▇▇▇▇▇▇ FINANCE CORP. By: --------------------------------- Name: Title: By: --------------------------------- Name: Title: This is one of the Global Notes referred to in the within-mentioned Indenture: STATE STREET BANK AND TRUST COMPANY AS TRUSTEE By: -------------------------------- A1-1 (Back of Note) 10 1/8% Series A Senior Notes due 2007 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 DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST ISSUERS (55 ▇▇▇▇▇ ▇▇▇▇▇▇▇ve Officer By: ------------------------------ Name: Harry J. White, ▇▇▇ Jr. T▇▇▇▇, ▇▇▇ ▇▇▇▇) ("▇▇▇"), TO THE ISSUERS 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. THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER ▇▇▇▇▇▇▇ ▇ ▇▇ ▇▇▇ ▇: ▇▇▇▇▇ ▇▇▇▇▇▇ 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 THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED IN RULE 144A THEREUNDER. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE ISSUERS THAT (A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE 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 UNDER THE SECURITIES ACT, (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 ISSUERS SO REQUEST), (2) TO ONE OF THE ISSUERS 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. Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.▇▇al Officer and Treasurer

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 will in no way modify or restrict any of the terms or provisions hereof. 87 SIGNATURES Dated as of December ___June 17, 1997 2002 H&E EQUIPMENT SERVICES L.L.C. By: /s/ ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P BY▇▇▇▇▇ --------------------------------- Name: ▇▇▇▇▇▇▇ MANAGEMENT COMPANY, INC. ITS GENERAL PARTNER By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ------------------------------- Name: Title: By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ------------------------------- Name: Title: ▇▇▇▇▇▇▇ Senior Vice President, Finance, and Secretary H&E FINANCE CORP. By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ --------------------------------- Name: ▇▇▇▇▇▇▇ ------------------------------- Name: ▇▇▇▇▇ Title: AttestSenior Vice President, Finance and Secretary GNE INVESTMENTS, INC. By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ --------------------------------- Name: ▇▇▇▇▇▇▇ --------------------------------- STATE STREET BANK AND TRUST COMPANY BY▇▇▇▇▇ Title: Secretary GREAT NORTHERN EQUIPMENT, INC. By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ --------------------------------- Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Secretary THE BANK OF NEW YORK, AS TRUSTEE By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ------------------------------- --------------------------------- Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ Title: VICE PRSIDENT AttestAuthorized Signatory SCHEDULE I SCHEDULE OF GUARANTORS The following schedule lists each Guarantor under the Indenture as of the date of the Indenture: --------------------------------- GNE Investments, Inc. Great Northern Equipment, Inc. I-1 EXHIBIT A-1 (A1 [Face of Note) 10 1/8% Series A Senior Notes due 2007 No._____ CUSIP NO.] -------------------------------------------------------------------------------- CUSIP/CINS ____________ 12 1/2% Senior Subordinated Notes due 2013 No. ___ $_____________ ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P. and ▇▇▇▇▇▇▇ H&E EQUIPMENT SERVICES L.L.C. H&E FINANCE CORP. promise promises to pay toto CEDE & CO. or registered assigns, the principal sum of ___________________________________________________________ or registered assignsDollars on June 15, 2013. Interest Payment Dates: June 15 and December 15 Record Dates: June 1 and December 1 H&E EQUIPMENT SERVICES L.L.C. H&E FINANCE CORP. By: By: ------------------------------------- ------------------------------ Name: Name: Title: Title: By: By: ------------------------------------- ------------------------------ Name: Name: Title: Title: This is one of the principal sum ofNotes referred to in the within-mentioned Indenture: THE BANK OF NEW YORK, as Trustee By: ------------------------------------- Authorized Signatory Dated: ___________________________________________ Dollars on December 15, 2007 Interest Payment Dates: June 15, and December 15 of each year, commencing December 15, 1998 Record Dates: June 1, and December 1 Dated: December ___, 1997 ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P. BY: ▇▇▇▇▇▇▇ MANAGEMENT COMPANY, INC. ITS GENERAL PARTNER By: ----------------------------- Name: Title: By: ----------------------------- Name: Title: ▇▇▇▇▇▇▇ FINANCE CORP. By: --------------------------------- Name: Title: By: --------------------------------- Name: Title: This is one of the Global Notes referred to in the within-mentioned Indenture: STATE STREET BANK AND TRUST COMPANY AS TRUSTEE By: -------------------------------- 2002 -------------------------------------------------------------------------------- A1-1 ([Back of Note) 10 1/8] 12 1/2% Series A Senior Subordinated Notes due 2007 UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM2013 [INSERT GLOBAL NOTE LEGEND, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY IF APPLICABLE PURSUANT TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST ISSUERS (55 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) ("▇▇▇"), TO THE ISSUERS 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. THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER ▇▇▇▇▇▇▇ ▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ 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 THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 THE INDENTURE] [INSERT PRIVATE PLACEMENT LEGEND, IF APPLICABLE PURSUANT TO THE PROVISIONS OF THE SECURITIES ACT PROVIDED IN RULE 144A THEREUNDER. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE ISSUERS THAT (A) SUCH SECURITY MAY BE RESOLDINDENTURE] [INSERT ORIGINAL ISSUE DISCOUNT LEGEND, PLEDGED OR OTHERWISE 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 UNDER THE SECURITIES ACT, (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 ISSUERS SO REQUEST), (2) TO ONE OF THE ISSUERS 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. APPLICABLE.] Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

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 will in no way modify or restrict any of the terms or provisions hereof. [Signatures on following page] 105 SIGNATURES Dated as of December ___April 1, 1997 ▇▇▇2003 COMPANY: BARNEY'S, INC. By: /s/ STEVEN M. FELDMAN --------------------------------------- Name: Steven M. Feldman Title: Execu▇▇▇▇ FAMILY RESTAURANTS, L.P BY: ▇▇▇▇▇▇▇ MANAGEMENT COMPANY, INC. ITS GENERAL PARTNER By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ------------------------------- Name: Title: By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ------------------------------- Name: Title: ▇▇▇▇▇▇▇ FINANCE CORP. By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ------------------------------- Name: Title: Attest: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ --------------------------------- STATE STREET BANK AND TRUST COMPANY BY: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇nt and Chief Financial Officer GUARANTORS: BARNEYS NEW YORK, INC. BARNEYS AMERICA, INC. BARNEYS (CA) LEASE CORP. BARNEYS (NY) LEASE CORP. BASCO ALL-AMERICAN SPORTSWEAR CORP. ▇▇▇ ------------------------------- LICENSING CORP. BARNEYS AMERICA (CHICAGO) LEASE CORP. By: /s/ STEVEN M. FELDMAN --------------------------------------- Name: Steven M. Feldman Title: Execu▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ nt and Chief Financial Officer TRUSTEE: WILMINGTON TRUST COMPANY, AS TRUSTEE By: /s/ JAMES D. NESCI --------------------------------------- Name: James D. Nesci Title: VICE PRSIDENT Attest: --------------------------------- Authoriz▇▇ ▇▇▇▇▇▇ EXHIBIT A-1 (A [Face of Note) 10 1/8% Series A Senior Notes due 2007 No] -------------------------------------------------------------------------------- [INSERT ORIGINAL ISSUE DISCOUNT LEGEND HERE._____ CUSIP NO.] CUSIP/ISIN _________ 9.000% Senior Secured Notes due 2008 No. ___ $_____________ ▇▇▇▇▇▇▇ FAMILY RESTAURANTSBARNEY'S, L.P. and ▇▇▇▇▇▇▇ FINANCE CORPINC. promise promises to pay to______________________________________________ to CEDE & CO. ---------- or registered assigns, the principal sum of___________________________________________ of ----------------------------------------------------------- Dollars on December 15, 2007 Interest Payment Dates: June 15, and December 15 of each year, commencing December 15, 1998 Record Dates: June April 1, and December 1 Dated: December ___, 1997 ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P. BY: ▇▇▇▇▇▇▇ MANAGEMENT COMPANY, INC. ITS GENERAL PARTNER By: ----------------------------- Name: Title: By: ----------------------------- Name: Title: ▇▇▇▇▇▇▇ FINANCE CORP. By: --------------------------------- Name: Title: By: --------------------------------- Name: Title: This is one of the Global Notes referred to in the within-mentioned Indenture: STATE STREET BANK AND TRUST COMPANY AS TRUSTEE By: -------------------------------- A1-1 (Back of Note) 10 1/8% Series A Senior Notes due 2007 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 DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST ISSUERS (55 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) ("▇▇▇"), TO THE ISSUERS 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 & CO2008., HAS AN INTEREST HEREIN. THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER ▇▇▇▇▇▇▇ ▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ 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 THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED IN RULE 144A THEREUNDER. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE ISSUERS THAT (A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE 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 UNDER THE SECURITIES ACT, (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 ISSUERS SO REQUEST), (2) TO ONE OF THE ISSUERS 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. Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

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. Dated as of December ___[Indenture signature page] DATED AS OF OCTOBER 08, 1997 2003 THE SCOTTS COMPANY By: /s/ Rebecca J. Bruening ------------------------------ Name: Rebecca J. Bruening ▇▇▇▇▇: ▇▇▇▇ ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P BY: ▇▇▇▇▇▇▇ MANAGEMENT COMPANY, INC. ITS GENERAL PARTNER ent and Treasurer SCOTTS MANUFACTURING COMPANY By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ------------------------------- Rebecca J. Bruening ------------------------------------ Name: Rebecca J. Bruening Title: By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ------------------------------- Name: Title: ▇▇▇▇▇▇▇ FINANCE CORP. By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ------------------------------- Name: Title: Attest: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ --------------------------------- STATE STREET BANK AND TRUST COMPANY BY: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ------------------------------- ▇▇d Treasurer SCOTTS PROFESSIONAL PRODUCTS CO. By: /s/ Rebecca J. Bruening ------------------------------------ Name: ▇▇Rebecca J. Bruening Title: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇d Treasurer SCOTTS PRODUCTS CO. By: /s/ Rebecca J. Bruening ------------------------------------ Name: Rebecca J. Bruening Title: VICE PRSIDENT Attest▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇d Treasurer SCOTTS-SIERRA HORTICULTURAL PRODUCTS COMPANY By: --------------------------------- /s/ Rebecca J. Bruening ------------------------------------ Name: Rebecca J. Bruening Title: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇d Treasurer OMS INVESTMENTS, INC. By: /s/ Rebecca J. Bruening ------------------------------------ Name: Rebecca J. Bruening Title: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇d Treasurer HYPONEX CORPORATION By: /s/ Rebecca J. Bruening ------------------------------------ Name: Rebecca J. Bruening Titl▇: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇nd Treasurer SWISS FARMS PRODUCTS, INC. By: /s/ Rebecca J. Bruening ------------------------------------ Name: Rebecca J. Bruening Titl▇: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇nd Treasurer SCOTTS TEMECULA OPERATIONS, LLC By: /s/ Rebecca J. Bruening ------------------------------------ Name: Rebecca J. Bruening Titl▇: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇nd Treasurer SCOTTS-SIERRA INVESTMENTS, INC. By: /s/ Rebecca J. Bruening ------------------------------------ Name: Rebecca J. Bruening Titl▇: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇nd Treasurer SCOTTS-SIERRA CROP PROTECTION COMPANY By: /s/ Rebecca J. Bruening ------------------------------------ Name: Rebecca J. Bruening Titl▇: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇nd Treasurer MIRACLE-GRO LAWN PRODUCTS, INC. By: /s/ Rebecca J. Bruening ------------------------------------ Name: Rebecca J. Bruening Titl▇: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇nd Treasurer 95 EG SYSTEMS, INC. (D/B/A SCOTTS LAWNSERVICE) By: /s/ Rebecca J. Bruening ------------------------------------ Name: Rebecca J. Bruening Titl▇: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇nd Treasurer U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE By: /s/ Philip G. Kane, Jr. ------------------------------------ Name: Philip G. Kane, Jr. Title: Vi▇▇ ▇▇▇▇▇▇▇▇▇ EXHIBIT A-1 A (Face of Note) 10 1/8% Series A Senior Notes due 2007 No.-------------------------------------------------------------------------------- CUSIP:_____ CUSIP NO._________ $ISIN:_____________ ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P. and ▇▇▇▇▇▇▇ FINANCE CORP. promise to pay to______________________________________________ or registered assigns, the principal sum of___________________________________________ Dollars on December 15, 2007 Interest Payment Dates: June 15, and December 15 of each year, commencing December 15, 1998 Record Dates: June 1, and December 1 Dated: December ___, 1997 ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P. BY: ▇▇▇▇▇▇▇ MANAGEMENT COMPANY, INC. ITS GENERAL PARTNER By: ----------------------------- Name: Title: By: ----------------------------- Name: Title: ▇▇▇▇▇▇▇ FINANCE CORP. By: --------------------------------- Name: Title: By: --------------------------------- Name: Title: This is one of the Global Notes referred to in the within-mentioned Indenture: STATE STREET BANK AND TRUST COMPANY AS TRUSTEE By: -------------------------------- A1-1 (Back of Note) 10 1/8% Series A Senior Notes due 2007 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 DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST ISSUERS (55 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) ("▇▇▇"), TO THE ISSUERS 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. THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER ▇▇▇▇▇▇▇ ▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ 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 THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED IN RULE 144A THEREUNDER. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE ISSUERS THAT (A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE 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 UNDER THE SECURITIES ACT, (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 ISSUERS SO REQUEST), (2) TO ONE OF THE ISSUERS 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. Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

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 on following page.] 65 72 SIGNATURES Dated as of December ___May 13, 1997 ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P BY: ▇▇▇▇▇▇▇ MANAGEMENT COMPANY1998 METAL MANAGEMENT, INC. ITS GENERAL PARTNER By: /s/ ▇▇▇▇▇DAVI▇ ▇. ▇▇▇▇▇▇▇▇▇ ------------------------------- ---------------------------------- Name: Title: By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ------------------------------- Name: Title: ▇▇▇▇▇▇▇ FINANCE CORP. By: /s/ ▇▇▇▇▇Davi▇ ▇. ▇▇▇▇▇▇▇▇▇ ------------------------------- Title: Vice President AEROSPACE METALS, INC. AMERICAN SCRAP PROCESSING, INC. BRIQUETTING CORPORATION OF AMERICA C SHREDDING CORP. CALIFORNIA METALS RECYCLING, INC CIM TRUCKING, INC. COMETCO CORP. COZZ▇ ▇▇▇LDING CORPORATION COZZ▇ ▇▇▇N & METAL, INC. EMCO TRADING, INC. FERREX TRADING CORPORATION FIRMA, INC. FIRMA PLASTIC CO., INC. HOUSTON COMPRESSED STEEL CORP. HOUTEX METALS COMPANY, INC. THE ISAA▇ ▇▇▇PORATION P. J▇▇▇▇▇ ▇▇▇N & METAL, INC. KANKAKEE SCRAP CORPORATION MAC LEOD METALS CO. METAL MANAGEMENT ARIZONA, INC. METAL MANAGEMENT REALTY, INC. 138 SCRAP ACQUISITION CORP. PAULDING RECYCLING, INC. PROLER SOUTHWEST INC. PROLER STEELWORKS L.L.C. SALT RIVER RECYCLING L.L.C. SCRAP PROCESSING, INC. SUPERIOR FORGE, INC. TROJAN TRADING CO. USA SOUTHWESTERN CARRIER, INC. By: /s/ DAVI▇ ▇. ▇▇▇▇▇▇▇▇▇ ----------------------------------- Name: Davi▇ ▇. ▇▇▇▇▇▇▇▇▇ Title: AttestVice President RESERVE IRON & METAL LIMITED PARTNERSHIP By: P. J▇▇▇▇▇ ▇▇▇N & METAL, INC., its general partner By: /s/ DAVI▇ ▇. ▇▇▇▇▇▇▇▇▇ ----------------------------------- Name: Davi▇ ▇. ▇▇▇▇▇▇▇▇▇ Title: Vice President LASALLE NATIONAL BANK By: /s/ ESTE▇▇▇▇ ▇. ▇▇▇▇▇▇▇ --------------------------------- STATE STREET BANK AND TRUST COMPANY BYName: /s/ ▇▇Este▇▇▇▇ ▇▇▇▇▇▇▇▇ ------------------------------- Name: ▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇ Title: VICE PRSIDENT Attest: --------------------------------- Assistant Vice President 66 73 ================================================================================ EXHIBIT A-1 (Face of NoteFACE OF NOTE) 10 1/8% Series A Senior Notes due 2007 SENIOR SUBORDINATED NOTES DUE 2008 No._____ CUSIP NO._________ $_____________ ▇▇▇▇▇▇▇ FAMILY RESTAURANTS. $ METAL MANAGEMENT, L.P. and ▇▇▇▇▇▇▇ FINANCE CORPINC. promise promises to pay to______________________________________________ to or registered assigns, the principal sum of___________________________________________ of Dollars on December May 15, 2007 2008. Interest Payment Dates: June 15, May 15 and December November 15 of each year, commencing December 15, 1998 Record Dates: June 1, May 1 and December November 1 CUSIP Number: Dated: December ___, 1997 ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P. BY: ▇▇▇▇▇▇▇ MANAGEMENT COMPANY1998 METAL MANAGEMENT, INC. ITS GENERAL PARTNER By: ----------------------------- Name: Title: By: ----------------------------- Name: Title: ▇▇▇▇▇▇▇ FINANCE CORP. By: --------------------------------- Name: Title: By: --------------------------------- ------------------------------------ Name: Title: This is one of the Global Notes referred to in the within-mentioned Indentureindenture: STATE STREET Dated: , 1998 LASALLE NATIONAL BANK AND TRUST COMPANY AS TRUSTEE as Trustee By: -------------------------------- A1---------------------------------- ================================================================================ A-1-1 (Back 74 [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 Depositary to a nominee of Note) 10 1/8% Series A Senior Notes due 2007 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 DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARYthe Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST ISSUERS Unless this certificate is presented by an authorized representative of The Depository Trust Company (55 ▇▇▇▇Wate▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) ("▇▇▇DTC")) to the issuer or its agent for registration of transfer, TO THE ISSUERS OR ITS AGENT FOR REGISTRATION OF TRANSFERexchange or payment, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE 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 Co. or such other name as may be requested by an authorized representative of DTC (AND ANY PAYMENT IS MADE TO CEDE and any payment is made to Cede & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF 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 inasmuch as the registered owner hereof, Cede & Co., has an interest herein.] (1) THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THE SECURITY (OR ITS PREDECESSOR) NOTES EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION HAVE NOT BEEN REGISTERED UNDER ▇▇▇▇▇▇▇ ▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ THE UNITED STATES SECURITIES ACT OF 1933 1933, AS AMENDED (THE "SECURITIES ACT"), ) AND THE SECURITY EVIDENCED HEREBY (A) MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED IN RULE 144A THEREUNDER. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE ISSUERS THAT (A) SUCH SECURITY MAY BE RESOLDSOLD, PLEDGED OR OTHERWISE ONLY TRANSFERRED EXCEPT (1)(a1) BY THE INITIAL INVESTOR (A) TO A PERSON WHO WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT) ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A 144A, (B) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (bC) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), (D) TO THE COMPANY OR (E) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (2) BY SUBSEQUENT INVESTORS AS SET FORTH IN (1) ABOVE AND, IN ADDITION, TO AN INSTITUTIONAL ACCREDITED INVESTOR 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 EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF THE ISSUERS SO REQUEST)ACT, (2) TO ONE OF THE ISSUERS OR (3) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH ANY ALL APPLICABLE SECURITIES LAWS OF ANY STATE THE STATES 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 NOTES EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN (A) ABOVE. NO REPRESENTATION CAN BE MADE AS TO THE AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE 144 FOR RESALES OF THE NOTES. Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.. ---------------

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 December ___February 28, 1997 ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P BY: ▇▇▇▇▇▇▇ MANAGEMENT COMPANY, 2001 PMD GROUP INC. ITS GENERAL PARTNER By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ------------------------------- ----------------------------------------- Name: Title: PMD HOLDINGS CORP. By: /s/ ▇▇▇▇▇▇ ▇----------------------------------------- Name: Title: BFGOODRICH FCC, INC. ▇▇▇▇▇▇▇ ------------------------------- By: ----------------------------------------- Name: Title: BFGOODRICH CHINA, INC. By: ----------------------------------------- Name: Title: ▇▇▇▇▇▇▇▇ FINANCE HOLDINGS CORPORATION By: ----------------------------------------- Name: Title: BFGOODRICH TEXTILE CHEMICALS, INC. By: ----------------------------------------- Name: Title: BFGOODRICH KALAMA, INC. By: ----------------------------------------- Name: Title: 94 BFGOODRICH DIAMALT, INC. By: ----------------------------------------- Name: Title: BFGOODRICH HILTON DAVIS, INC. By: ----------------------------------------- Name: Title: FCC ACQUISITION CORP. By: /s/ ▇----------------------------------------- Name: Title: PERFORMANCE MATERIALS I INC. By: ----------------------------------------- Name: Title: PERFORMANCE MATERIALS II LLC By: PMD Group Inc. Its Sole Member By: ----------------------------------------- Name: Title: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ------------------------------- FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, as Trustee By: ------------------------- Name: Title: Attest: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ --------------------------------- STATE STREET BANK AND TRUST COMPANY BY: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ------------------------------- Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: VICE PRSIDENT Attest: --------------------------------- EXHIBIT A-1 (Face of Global Note) 10 1/8% Series A Senior Notes due 2007 No._____ CUSIP NO.================================================================================ CUSIP/CINS ______________ 11% Senior Subordinated Notes due 2011 No. __ $_____________ ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P. and ▇▇▇▇▇▇▇ FINANCE CORPPMD GROUP INC. promise promises to pay toto ______________________________________________ , or registered assigns, the principal sum of__________________________of _________________ Dollars on December 15February 28, 2007 2011 Interest Payment Dates: June 15, March 15 and December September 15 of each year, commencing December 15, 1998 Interest Record Dates: June 1, March 1 and December 1 September 15 Dated: December ___February 28, 1997 ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P. BY: ▇▇▇▇▇▇▇ MANAGEMENT COMPANY, 2001 PMD GROUP INC. ITS GENERAL PARTNER By: ----------------------------- Name: Title: By: ----------------------------- Name: Title: ▇▇▇▇▇▇▇ FINANCE CORP. By: --------------------------------- Name: Title: ByBY: --------------------------------- Name: Title: This is one of the Global Notes referred to in the within-mentioned Indenture: STATE STREET ▇▇▇▇▇ FARGO BANK AND TRUST COMPANY AS TRUSTEE MINNESOTA, NATIONAL ASSOCIATION, as Trustee By: -------------------------------- -------------------------- Name: Title: ================================================================================ A1-1 (Back of Note) 10 1/811% [Series A A] [Series B] Senior Subordinated Notes due 2007 UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM2011 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 DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARYthis Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST ISSUERS Unless this certificate is presented by an authorized representative of The Depository Trust Company (55 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) ("▇▇▇"), TO THE ISSUERS OR ITS AGENT FOR REGISTRATION OF TRANSFERto the issuer or its agent for registration of transfer, EXCHANGE OR PAYMENTexchange or payment, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE 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 Co. or such other name as may be requested by an authorized representative of DTC (AND ANY PAYMENT IS MADE TO CEDE and any payment is made to Cede & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF 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 HEREOFin as much as the registered owner hereof, CEDE Cede & CO.Co., HAS AN INTEREST HEREINhas an interest herein. THE SECURITY THIS NOTE (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION HAS NOT BEEN REGISTERED UNDER ▇▇▇▇▇▇▇ ▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ THE UNITED STATES SECURITIES ACT OF 1933 1933, AS AMENDED (THE "SECURITIES ACT"), AND THE SECURITY EVIDENCED HEREBY AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, UNITED STATES PERSONS, EXCEPT AS SET FORTH IN THE ABSENCE NEXT SENTENCE. BY ITS ACQUISITION HEREOF OR OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF A BENEFICIAL INTEREST HEREIN, THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED IN RULE 144A THEREUNDER. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE ISSUERS HOLDER: - REPRESENTS THAT (A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE ONLY (1)(a) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IT IS A "QUALIFIED INSTITUTIONAL BUYER BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) (A "QIB"), (B) IT HAS ACQUIRED THIS NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT OR (C) IT IS AN INSTITUTIONAL "ACCREDITED INVESTOR" (As defined in Rule 501(A) (1), (2), (3) Or (7) or Regulation D under the Securities Act (AN "IAI")), - AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO THE COMPANY OR ANY OF ITS SUBSIDIARIES, (B) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QIB PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A UNDER 144A, (C) IN AN OFFSHORE TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR RULE 904 OF REGULATION S OF THE SECURITIES ACT, (bD) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, (cE) OUTSIDE TO AN IAI THAT, PRIOR TO SUCH TRANSFER, FURNISHES THE UNITED STATES TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO A FOREIGN PERSON THE TRANSFER OF THIS NOTE (the form of which can be obtained from the Trustee) AND, IF SUCH TRANSFER IS IN A TRANSACTION MEETING RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT OF NOTES LESS THAN $250,000, AN OPINION OF COUNSEL ACCEPTABLE TO THE REQUIREMENTS OF RULE 904 UNDER COMPANY THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT, OR (dF) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF ACCEPTABLE TO THE ISSUERS SO REQUEST), (2COMPANY) TO ONE OF THE ISSUERS OR (3G) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH ANY THE APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND - AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE OR AN INTEREST HEREIN IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION" AND "UNITED STATES" HAVE THE MEANINGS GIVEN TO THEM BY RULE 902 OF REGULATION S UNDER THE SECURITIES ACT. THE INDENTURE CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF THIS NOTE IN VIOLATION OF THE FOREGOING. THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (BAS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED TO, NOTIFY ANY PURCHASER FROM IT PURSUANT TO SECTION 2.07 OF THE SECURITY EVIDENCED HEREBY INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE RESALE RESTRICTIONS SET FORTH IN INDENTURE, (AIII) ABOVETHIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table Contents 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 on following page Dated as of December ___, 1997 ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P BY: ▇▇▇▇▇▇▇ MANAGEMENT COMPANY, INC. ITS GENERAL PARTNER By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ------------------------------- Name: Title: By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ------------------------------- Name: Title: ▇▇▇▇▇▇▇ FINANCE CORP. By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ------------------------------- Name: Title: Attest: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ --------------------------------- STATE STREET BANK AND TRUST COMPANY BY: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ------------------------------- Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: VICE PRSIDENT Attest: --------------------------------- EXHIBIT A-1 (Face of Note) 10 1/8% Series A Senior Notes due 2007 No._____ CUSIP NO._________ $___________, 1998 SHOP AT HOME, INC. By: --------------------------- Name: Title: Attest: ----------------------------- SAH ACQUISITION CORPORATION II By: --------------------------- Name: Title: Attest: ----------------------------- MFP, INC. By: --------------------------- Name: Title: Attest: ----------------------------- BROADCAST CABLE SATELLITE TECHNOLOGIES, INC. By: ------------------------------- Name: Title: Attest: ----------------------------- URBAN BROADCASTING SYSTEMS, INC. By: ------------------------------- Name: Title: Attest: ----------------------------- COLLECTORS EDGE OF TENNESSEE, INC. By: ------------------------------- Name: Title: Attest: ----------------------------- 66 RF SCIENTIFIC TRANSPORTABLES, INC. By: ------------------------------- Name: Title: Attest: ----------------------------- EXHIBIT A (Face of Note) __% Secured Notes due 20__ ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P. and ▇▇▇▇▇▇▇ FINANCE CORPNo. promise to pay to$__________ SHOP AT HOME, INC. promises to pay to or registered assigns, the principal sum of Dollars on March 15, 20______________________, Interest Payment Dates: March 15, and September 15 Record Dates: March 1, and September 1 Dated: _______________ or registered assignsShop at Home, the principal sum of___________________________________________ Dollars on December 15, 2007 Interest Payment Dates: June 15, and December 15 of each year, commencing December 15, 1998 Record Dates: June 1, and December 1 Dated: December ___, 1997 ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P. BY: ▇▇▇▇▇▇▇ MANAGEMENT COMPANY, INC. ITS GENERAL PARTNER Inc. By: ----------------------------- Name: Title: By: ----------------------------- Name: Title: ▇▇▇▇▇▇▇ FINANCE CORP. By: --------------------------------- Name: Title: By: --------------------------------- ------------------------------ Name: Title: This is one of the Global Notes referred to in the within-mentioned Indenture: STATE STREET BANK AND TRUST COMPANY AS TRUSTEE ------------------------------- as Trustee By: -------------------------------- A1-1 ---------------------------------- (Back of Note) 10 1/8% Series A Senior __%Secured Notes due 2007 UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM20__ 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 DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARYthis 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 ISSUERS Unless this certificate is presented by an authorized representative of The Depository Trust Company (55 ▇▇▇▇Wate▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) ("▇▇▇"), TO THE ISSUERS OR ITS AGENT FOR REGISTRATION OF TRANSFER▇▇ the issuer or its agent for registration of transfer, EXCHANGE OR PAYMENTexchange or payment, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE 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 Co. or such other name as may be requested by an authorized representative of DTC (AND ANY PAYMENT IS MADE TO CEDE and any payment is made to Cede & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF 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 HEREOFinasmuch as the registered owner hereof, CEDE Cede & CO.Co., HAS AN INTEREST HEREIN. THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER ▇▇▇▇▇▇▇ ▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ 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 THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED IN RULE 144A THEREUNDER. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE ISSUERS THAT (A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE 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 UNDER THE SECURITIES ACT, (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 ISSUERS SO REQUEST), (2) TO ONE OF THE ISSUERS 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. has an interest herein.1/ Capitalized terms used herein shall have the meanings assigned to them in the this Indenture referred to below unless otherwise indicated.

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table and Headings of the Articles and Sections of in 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 on following page] SIGNATURES Dated as of December ___June 25, 1997 ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P BY2002 ISSUER: ▇▇▇▇▇▇▇ MANAGEMENT COMPANYTECHNICAL OLYMPIC USA, INC. ITS GENERAL PARTNER By: /s/ ▇▇▇▇▇▇ ▇. Tommy L. McAden -------------------------------------- Name: Tommy L. McAden Title: Vice ▇▇▇▇▇▇▇▇▇ ------------------------------- Name- ▇▇▇ance and Administration and Chief Financial Officer GUARANTORS: Title: By: /s/ ADLER REALTY CO. ADRO CONST., I▇▇. BANYAN TRAILS, INC. ENGLE HOMES DELAWARE, INC. ENGL▇ ▇▇▇ES FINANCING, INC. ENG▇▇ ▇▇MES REALTY, INC. ENGLE ▇▇▇▇▇, INC. ENGLE HOMES/A▇▇▇▇▇A CONSTRUCTION, INC. ENGLE HOMES/ARIZONA, INC. ENGLE ▇▇▇▇S/ATLANTA, INC. ENGLE ▇▇▇▇S/BROWARD, INC. ENGLE ▇▇▇▇S/COLORADO, INC. ENGL▇ ▇▇▇ES/GEORGIA, INC. ENGLE ▇▇▇▇S/GULF COAST, INC. EN▇▇▇ ▇OMES/JACKSONVILLE, INC. ▇▇▇▇▇▇▇ ------------------------------- Name: Title: ▇▇▇▇▇▇▇ FINANCE CORP. By: /s/ ▇▇▇▇▇▇ ▇HOMES/LAKE BERNADETTE, INC. ▇▇GLE HOM▇▇▇▇▇▇▇ ------------------------------- Name: Title: Attest: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ --------------------------------- STATE STREET BANK AND TRUST COMPANY BY: /s/ ▇/▇▇▇▇▇ ▇▇▇▇▇▇NA, INC. ▇▇▇LE HOMES/ORLANDO, INC. ENGLE ▇▇▇▇S/PALM BEACH, INC. EN▇▇▇ ------------------------------- Name: ▇OMES/PEMBROKE, INC. ENGL▇ ▇▇▇ES/SOUTHWEST FLORIDA, INC. ENGLE HOMES/TEXAS, INC. ENGLE H▇▇▇▇/VIRGINIA, INC. GREE▇▇▇▇▇ HOMES, INC. NEWMARK F▇▇▇▇▇▇ ▇▇FILIATE, LTD. NEWMARK FINANCE CORPORATION NEWMARK HOME CORPORATION NEWMARK HOMES BUSINESS TRUST NEWMARK HOMES L.P. NEWMARK HOMES PURCHASING, ▇.▇. ▇▇▇ ▇▇▇ES, INC. NMH INVESTMENTS, INC. PACIFIC UNITED DEVELOPMENT CORP. PACIFIC UNITED L.P. PEMBROKE FALLS REALTY, INC. PREFERRED BUILDERS REALTY, INC. PREFERRED HOME MORTGAGE COMPANY PRESTIGE ABSTRACT & TITLE, LLC PROFESSIONAL ADVANTAGE TITLE, LTD. 87 PUDC, INC. SILVERLAKE INTERESTS, L.C. ST. TROPEZ AT BOCA GOLF, INC. TAP ACQUISITION CO. TECHNICAL MORTGAGE, L.P. THE ADLER COMPANIES, INC. TM INVEST▇▇▇▇▇▇ , L.L.C. UNIVERSAL LAND TITLE AGENCY, INC. UNIVERSAL LAND TITLE, INC. UNIVERSAL LAND TITLE INVESTMENT #1, L.L.C. UNIVERSAL LAND TITLE INVESTMENT #2, L.L.C. UNIVERSAL LAND TITLE INVESTMENT #3, L.L.C. UNIVERSAL LAND TITLE INVESTMENT #4, L.L.C. UNIVERSAL LAND TITLE OF SOUTH FLORIDA, LTD. UNIVERSAL LAND TITLE OF TEXAS, INC. UNIVERSAL LAND TITLE OF THE PALM BEACHES, LTD. UNIVERSAL LAND TITLE OF VIRGINIA, INC. By: /s/ Tommy L. McAden -------------------------------------- Name: Tommy L. McAden Title: VICE PRSIDENT Attest: --------------------------------- EXHIBIT A-1 (Face of Note) 10 1/8% Series A Senior Notes due 2007 No._____ CUSIP NO._________ $_____________ Vice ▇▇▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P. and - ▇▇▇▇▇▇▇ FINANCE CORP. promise to pay to______________________________________________ or registered assignsance and Administration TRUSTEE: WELLS FARGO BANK MINNESOTA, the principal sum of___________________________________________ Dollars on December 15NATIONAL ASSOCIATION, 2007 Interest Payment Dates: June 15, and December 15 of each year, commencing December 15, 1998 Record Dates: June 1, and December 1 Dated: December ___, 1997 ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P. BY: ▇▇▇▇▇▇▇ MANAGEMENT COMPANY, INC. ITS GENERAL PARTNER By: ----------------------------- Name: Title: By: ----------------------------- Name: Title: ▇▇▇▇▇▇▇ FINANCE CORP. By: --------------------------------- Name: Title: By: --------------------------------- Name: Title: This is one of the Global Notes referred to in the within-mentioned Indenture: STATE STREET BANK AND TRUST COMPANY AS TRUSTEE By: /s/ Joseph P. O'Donnell -------------------------------------- Name: Joseph P. O'Donnell --------------------------------- Title: Corporate Trust Officer -------------------------------- A1-1 EXHIBIT A ================================================================================ (Back Face of Note) 10 1/8% Series A Senior Notes due 2007 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 DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST ISSUERS (55 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) ("▇▇▇"), TO THE ISSUERS 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. THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER ▇▇▇▇▇▇▇ ▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ 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 THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED IN RULE 144A THEREUNDER. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE ISSUERS THAT (A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE 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 UNDER THE SECURITIES ACT, (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 ISSUERS SO REQUEST), (2) TO ONE OF THE ISSUERS 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. Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

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 December ___May 17, 1997 ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P BY: ▇▇▇▇▇▇▇ MANAGEMENT COMPANY, INC. ITS GENERAL PARTNER 1999 Crown Castle International Corp. By: /s/ ▇▇▇▇▇ ▇▇▇▇ --------------------------------- Name: E. ▇▇▇▇▇ ▇. ▇▇▇ Title: Executive Vice President Attest: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ------------------------------- --------------------------------- Name: Title: By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ------------------------------- Name: Title: ▇▇▇▇▇▇▇ FINANCE CORP. By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ------------------------------- Title: Vice President/Secretary United States Trust Company of New York By: /s/ M Ciesmelewski --------------------------------- Name: Title: Attest: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ --------------------------------- STATE STREET BANK AND TRUST COMPANY BY: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ------------------------------- NameTitle: ▇Assistant Vice President Attest: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title--------------------------------- Authorized Signatory Date: VICE PRSIDENT Attest: --------------------------------- EXHIBIT A-1 ([Face of Note) 10 1/8% Series A Senior Notes due 2007 No._____ CUSIP NO.] -------------------------------------------------------------------------------- THE FOLLOWING INFORMATION IS PROVIDED SOLELY FOR PURPOSES OF APPLYING THE UNITED STATES FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT RULES TO THIS NOTE. THE ISSUE DATE OF THIS NOTE IS MAY 17, 1999. THE ISSUE PRICE OF THIS NOTE IS $603.39 PER $1000.00 OF INITIAL PRINCIPAL AMOUNT AT MATURITY. THIS NOTE IS ISSUED WITH $396.61 OF ORIGINAL ISSUE DISCOUNT PER $1000.00 OF INITIAL PRINCIPAL AMOUNT AT MATURITY. THE YIELD TO MATURITY OF THIS NOTE IS 10-3/8%. CUSIP/CINS ____________ 10-3/8% Senior Discount Notes due 2011 No. ___ $_____________ ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P. and ▇▇▇▇▇▇▇ FINANCE CROWN CASTLE INTERNATIONAL CORP. promise promises to pay to______________________________________________ to CEDE & CO. or registered assigns, the principal sum of___________________________________________ Dollars of DOLLARS -------------------------------------- on December May 15, 2007 2011. Interest Payment Dates: June 15, May 15 and December November 15 of each year, commencing December 15, 1998 Record Dates: June 1, May 1 and December November 1 Dated: December ___May 17, 1997 ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P. BY: ▇▇▇▇▇▇▇ MANAGEMENT COMPANY, INC. ITS GENERAL PARTNER By: ----------------------------- Name: Title: By: ----------------------------- Name: Title: ▇▇▇▇▇▇▇ FINANCE 1999 CROWN CASTLE INTERNATIONAL CORP. By: --------------------------------- Name: Title: By: --------------------------------- Name: Title: This is one of the Global Notes referred to in the within-mentioned Indenture: STATE STREET BANK AND TRUST COMPANY AS TRUSTEE By: -------------------------------- A1-1 (Back of Note) 10 1/8% Series A Senior Notes due 2007 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 DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST ISSUERS (55 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) ("▇▇▇"), TO THE ISSUERS 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. THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER ▇▇▇▇▇▇▇ ▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ 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 THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED IN RULE 144A THEREUNDER. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE ISSUERS THAT (A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE 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 UNDER THE SECURITIES ACT, (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 ISSUERS SO REQUEST), (2) TO ONE OF THE ISSUERS 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. Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.:

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 will in no way modify or restrict any of the terms or provisions hereof. [Signatures on following page] 76 SIGNATURES Dated as of December ___March 26, 1997 ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P BY: ▇▇▇▇▇▇▇ MANAGEMENT COMPANY, INC. ITS GENERAL PARTNER By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ------------------------------- Name: Title: By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ------------------------------- Name: Title: ▇▇▇▇▇▇▇ FINANCE CORP. By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ------------------------------- Name: Title: Attest: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ --------------------------------- STATE STREET BANK AND TRUST COMPANY BY: /s/ ▇▇▇2002 ▇▇▇ ▇▇▇▇▇▇▇▇ ------------------------------- CORPORATION By: --------------------------------------- Name: ▇▇▇Title: ▇▇▇ ▇▇▇▇▇▇▇▇ HOLDINGS INC. By: --------------------------------------- Name: Title: VICE PRSIDENT AttestONE THOUSAND REALTY & INVESTMENT COMPANY By: --------------------------------- --------------------------------------- Name: Title: H&S GRAPHICS, INC. By: --------------------------------------- Name: Title: PREFACE, INC. By: --------------------------------------- Name: Title: PRECISION OFFSET PRINTING COMPANY, INC. By: --------------------------------------- Name: Title: 77 U.S. BANK NATIONAL ASSOCIATION By: --------------------------------------- Name: Title: SCHEDULE I SCHEDULE OF GUARANTORS The following schedule lists each Guarantor under the Indenture as of the date of the Indenture: ▇▇▇ ▇▇▇▇▇▇▇▇ HOLDINGS, INC. ONE THOUSAND REALTY & INVESTMENT COMPANY H&S GRAPHICS, INC. PREFACE, INC. PRECISION OFFSET PRINTING COMPANY, INC. EXHIBIT A-1 (A1 [Face of Note) 10 1/8% Series A Senior Notes due 2007 No._____ CUSIP NO.] CUSIP/CINS ____________ 10 1/4% Senior Notes due 2009 No. ___ $_____________ ▇▇▇ ▇▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P. and ▇▇▇▇▇▇▇ FINANCE CORP. promise CORPORATION promises to pay to______________________________________________ to CEDE & CO. or registered assigns, the principal sum of____________________________________________________________ Dollars on December March 15, 2007 2009. Interest Payment Dates: June 15, February 15 and December August 15 of each year, commencing December 15, 1998 Record Dates: June 1, February 1 and December March 1 Dated: December ___March 26, 1997 2002 ▇▇▇ ▇▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P. BY: ▇▇▇▇▇▇▇ MANAGEMENT COMPANY, INC. ITS GENERAL PARTNER CORPORATION By: ----------------------------- Name: Title: By: ----------------------------- Name: Title: ▇▇▇▇▇▇▇ FINANCE CORP. By: --------------------------------- Name: Title: By: --------------------------------- --------------------------------------- Name: Title: This is one of the Global Notes referred to in the within-mentioned Indenture: STATE STREET U.S. BANK AND TRUST COMPANY AS TRUSTEE NATIONAL ASSOCIATION, as Trustee By: -------------------------------- --------------------------------- Authorized Signatory A1-1 ([Back of Note) ] 10 1/81/4% Series A Senior Notes due 2007 UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM2009 [INSERT THE GLOBAL NOTE LEGEND, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY IF APPLICABLE PURSUANT TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST ISSUERS (55 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) ("▇▇▇"), TO THE ISSUERS 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. THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER ▇▇▇▇▇▇▇ ▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ 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 THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 THE INDENTURE] [INSERT THE PRIVATE PLACEMENT LEGEND, IF APPLICABLE PURSUANT TO THE PROVISIONS OF THE SECURITIES ACT PROVIDED IN RULE 144A THEREUNDER. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE ISSUERS THAT (A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE 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 UNDER THE SECURITIES ACT, (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 ISSUERS SO REQUEST), (2) TO ONE OF THE ISSUERS 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. INDENTURE] Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table and Headings of the Articles and Sections of this Senior Subordinated Note Indenture have been inserted for convenience of reference only, are not to be considered a part of this Senior Subordinated Note Indenture and shall in no way modify or restrict any of the terms or provisions hereof. Dated as of December ___August 10, 1997 ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P BY1998 BALL CORPORATION By: ▇▇▇▇▇▇▇ MANAGEMENT COMPANY---------------------- Name: Title: BALL AEROSPACE AND TECHNOLOGIES CORP. By: ---------------------- Name: Title: BALL ASIA PACIFIC LIMITED By: Name: Title: BALL GLASS CONTAINER CORPORATION By: ---------------------- Name: Title: BALL HOLDINGS CORP. By: ---------------------- Name: Title: BALL METAL BEVERAGE CONTAINER CORP. By: ---------------------- Name: Title: BALL METAL FOOD CONTAINER CORP. By: ---------------------- Name: Title: BALL METAL PACKAGING SALES CORP. By: ---------------------- Name: Title: BALL PACKAGING CORP. By: ---------------------- Name: Title: BALL PLASTIC CONTAINER CORP. By: ---------------------- Name: Title: BALL TECHNOLOGIES HOLDING CORP. By: ---------------------- Name: Title: BALL TECHNOLOGY SERVICES CORPORATION By: ---------------------- Name: Title: BG HOLDINGS I, INC. ITS GENERAL PARTNER By: /s/ ▇▇▇▇▇▇ ▇---------------------- Name: Title: BG HOLDINGS II, INC. By: ---------------------- Name: Title: EFRATOM HOLDING, INC. By: ---------------------- Name: Title: LATAS DE ALUMINIO ▇▇▇▇▇▇▇▇▇ ------------------------------- , INC. By: -------------------------- Name: Title: RCAL CANS, INC. By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ------------------------------- --------------------------- Name: Title: ▇▇▇▇▇▇▇ FINANCE CORPRIND CANS, INC. By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ------------------------------- -------------------------- Name: Title: AttestTHE BANK OF NEW YORK, as Senior Subordinated Note Trustee By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ --------------------------------- STATE STREET BANK AND TRUST COMPANY BY: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ------------------------------- ---------------------- Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: VICE PRSIDENT Attest: --------------------------------- EXHIBIT A-1 A1 (Face of NoteFACE OF SENIOR SUBORDINATED NOTE) 10 1/8% Series A Senior Notes due 2007 No._____ CUSIP -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- [INSERT THE GLOBAL SENIOR SUBORDINATED NOTE LEGEND, IF APPLICABLE PURSUANT TO THE PROVISIONS OF THE SENIOR SUBORDINATED NOTE INDENTURE] [INSERT THE PRIVATE PLACEMENT LEGEND, IF APPLICABLE PURSUANT TO THE PROVISIONS OF THE SENIOR SUBORDINATED NOTE INDENTURE] CUSIP/CINS NO._________ $_____________ ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P. and ▇▇▇▇▇▇▇ FINANCE CORP. promise $ ------ ------- BALL CORPORATION promises to pay to__________________________________to ____________ or registered assigns, the principal sum of___________________of ________________________ Dollars on December 15, 2007 Interest Payment Dates: June 15, and December 15 of each year, commencing December 15, 1998 Record Dates: June August 1, and December 1 Dated: December ___, 1997 ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P. BY: ▇▇▇▇▇▇▇ MANAGEMENT COMPANY, INC. ITS GENERAL PARTNER By: ----------------------------- Name: Title: By: ----------------------------- Name: Title: ▇▇▇▇▇▇▇ FINANCE CORP. By: --------------------------------- Name: Title: By: --------------------------------- Name: Title: This is one of the Global Notes referred to in the within-mentioned Indenture: STATE STREET BANK AND TRUST COMPANY AS TRUSTEE By: -------------------------------- A1-1 (Back of Note) 10 1/8% Series A Senior Notes due 2007 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 DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST ISSUERS (55 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) ("▇▇▇"), TO THE ISSUERS 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 & CO2008., HAS AN INTEREST HEREIN. THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER ▇▇▇▇▇▇▇ ▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ 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 THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED IN RULE 144A THEREUNDER. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE ISSUERS THAT (A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE 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 UNDER THE SECURITIES ACT, (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 ISSUERS SO REQUEST), (2) TO ONE OF THE ISSUERS 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. Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

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 will in no way modify or restrict any of the terms or provisions hereof. Dated as of December ___5, 1997 ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P BY: ▇▇▇▇▇▇▇ MANAGEMENT COMPANY2003 GENERAL NUTRITION CENTERS, INC. ITS GENERAL PARTNER By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ------------------------------- Name: Title: By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ------------------------------- Name: Title: ▇▇▇▇▇▇▇ FINANCE CORP. By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ------------------------------- Name: Title: Attest: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ --------------------------------- STATE STREET BANK AND TRUST COMPANY BY: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ------------------------------- --------------------------------------- Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Vice President GENERAL NUTRITION INVESTMENT COMPANY GENERAL NUTRITION SALES CORPORATION GNC (CANADA) HOLDING COMPANY GENERAL NUTRITION DISTRIBUTION COMPANY GENERAL NUTRITION GOVERNMENT SERVICES, INC. GENERAL NUTRITION INTERNATIONAL, INC. GN INVESTMENT, INC. GNC, LIMITED GNC US DELAWARE, INC. GENERAL NUTRITION SYSTEMS, INC. INFORMED NUTRITION, INC. GENERAL NUTRITION CORPORATION GENERAL NUTRITION DISTRIBUTION, L.P. GENERAL NUTRITION, INCORPORATED GNC FRANCHISING, INC. NUTRICIA MANUFACTURING USA, INC. GENERAL NUTRITION COMPANIES, INC. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ --------------------------------------- Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Title: VICE PRSIDENT AttestSenior Vice President, Law, Chief Legal Officer U.S. BANK NATIONAL ASSOCIATION By: --------------------------------- /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ --------------------------------------- Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Vice President EXHIBIT A-1 (A1 [Face of Note) 10 1/8% Series A Senior Notes due 2007 No._____ CUSIP NO.] CUSIP/CINS ____________ 8-1/2% Senior Subordinated Notes due 2010 No. ___ $_____________ ▇▇▇▇▇▇▇ FAMILY RESTAURANTSGENERAL NUTRITION CENTERS, L.P. and ▇▇▇▇▇▇▇ FINANCE CORPINC. promise promises to pay to_______________ or registered assigns, the principal sum of __________________________________________________________ or registered assigns, the principal sum of___________________________________________ Dollars DOLLARS on December 15, 2007 Interest Payment Dates: June 15, and December 15 of each year, commencing December 15, 1998 Record Dates: June 1, and December 1 Dated: December ___, 1997 ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P. BY: ▇▇▇▇▇▇▇ MANAGEMENT COMPANY, INC. ITS GENERAL PARTNER By: ----------------------------- Name: Title: By: ----------------------------- Name: Title: ▇▇▇▇▇▇▇ FINANCE CORP. By: --------------------------------- Name: Title: By: --------------------------------- Name: Title: This is one of the Global Notes referred to in the within-mentioned Indenture: STATE STREET BANK AND TRUST COMPANY AS TRUSTEE By: -------------------------------- A1-1 (Back of Note) 10 1/8% Series A Senior Notes due 2007 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 DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST ISSUERS (55 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) ("▇▇▇"), TO THE ISSUERS 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 & CO2010., HAS AN INTEREST HEREIN. THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER ▇▇▇▇▇▇▇ ▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ 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 THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED IN RULE 144A THEREUNDER. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE ISSUERS THAT (A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE 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 UNDER THE SECURITIES ACT, (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 ISSUERS SO REQUEST), (2) TO ONE OF THE ISSUERS 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. Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

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 will in no way modify or restrict any of the terms or provisions hereof. 80 SIGNATURES Dated as of December ___April 18, 1997 ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P BY: ▇▇▇▇▇▇▇ MANAGEMENT COMPANY2002 BLOCK COMMUNICATIONS, INC. ITS GENERAL PARTNER By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ------------------------------- ---------------------------------------- Name: Title: ByACCESS TOLEDO, LTD. -------------------------------------------- Name: /s/ ▇▇▇▇▇▇ ▇Title: BUCKEYE CABLEVISION, INC. ▇▇▇▇▇▇▇ ------------------------------- -------------------------------------------- Name: Title: BUCKEYE TELESYSTEM, INC. -------------------------------------------- Name: Title: CARS HOLDING, INC. -------------------------------------------- Name: Title: COMMUNITY COMMUNICATION SERVICES, INC. -------------------------------------------- Name: Title: CORPORATE PROTECTION SERVICES, INC. -------------------------------------------- Name: Title: ERIE COUNTY CABLEVISION, INC. -------------------------------------------- Name: Title: IDAHO INDEPENDENT TELEVISION, INC. -------------------------------------------- Name: Title: INDEPENDENCE TELEVISION COMPANY -------------------------------------------- Name: Title: LIMA COMMUNICATION CORPORATION -------------------------------------------- Name: Title: METRO FIBER & CABLE CONSTRUCTION COMPANY -------------------------------------------- Name: Title: MONROE CABLEVISION, INC. -------------------------------------------- Name: Title: PG PUBLISHING COMPANY -------------------------------------------- Name: Title: TOLEDO AREA TELECOMMUNICATIONS SERVICES,INC. -------------------------------------------- Name: Title: WLFI-TV-INC. -------------------------------------------- Name: Title: ▇▇▇▇▇▇▇ FINANCE CORP. FARGO BANK MINNESOTA, NATIONAL NATIONAL ASSOCIATION By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ------------------------------- -------------------------------------- Name: Title: AttestSCHEDULE I SCHEDULE OF GUARANTORS The following schedule lists each Guarantor under this Indenture as of the date of this Indenture: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ --------------------------------- STATE STREET BANK AND TRUST COMPANY BY: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ------------------------------- Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: VICE PRSIDENT Attest: --------------------------------- Access Toledo, Ltd., an Ohio limited liability corporation Buckeye Cablevision, Inc., an Ohio corporation Buckeye TeleSystem, Inc., an Ohio corporation CARS Holding, Inc., an Ohio corporation Community Communication Services, Inc., an Ohio corporation Corporate Protection Services, Inc., an Ohio corporation Erie County Cablevision, Inc., an Ohio corporation Idaho Independent Television, Inc., an Idaho corporation Independence Television Company, a Pennsylvania corporation Lima Communications Corporation, an Ohio corporation Metro Fiber & Cable Construction Company, an Ohio corporation Monroe Cablevision, Inc., a Michigan corporation PG Publishing Company, a Pennsylvania corporation Toledo Area Telecommunications Services, Inc., an Ohio corporation WLFI-TV, Inc., an Indiana corporation EXHIBIT A-1 (A1 [Face of Note) 10 1/8% Series A Senior Notes due 2007 No._____ CUSIP NO.] CUSIP/CINS ____________ _____% [Series A] [Series B] Senior Subordinated Notes due 2009 No. ___ $_____________ ▇▇▇▇▇▇▇ FAMILY RESTAURANTSBLOCK COMMUNICATIONS, L.P. and ▇▇▇▇▇▇▇ FINANCE CORPINC. promise promises to pay toto CEDE & CO. or registered assigns, the principal sum of ___________________________________________________________ or registered assigns, the principal sum ofDollars on _____________, 20___. Interest Payment Dates: ____________ and ____________ Record Dates: ____________ and ____________ Dated: _______________, 2002 BLOCK COMMUNICATIONS, INC. By: ______________________________________ Dollars on December 15, 2007 Interest Payment Dates: June 15, and December 15 of each year, commencing December 15, 1998 Record Dates: June 1, and December 1 Dated: December ___, 1997 ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P. BY: ▇▇▇▇▇▇▇ MANAGEMENT COMPANY, INC. ITS GENERAL PARTNER By: ----------------------------- Name: Title: By: ----------------------------- Name: Title: ▇▇▇▇▇▇▇ FINANCE CORP. By: --------------------------------- Name: Title: By: --------------------------------- ______________________________________ Name: Title: This is one of the Global Notes referred to in the within-mentioned Indenture: STATE STREET BANK AND TRUST COMPANY AS TRUSTEE By: -------------------------------- A1-1 (Back of Note) 10 1/8% Series A Senior Notes due 2007 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 DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST ISSUERS (55 ▇▇▇▇▇ ▇▇▇▇▇▇FARGO BANK MINNESOTA, ▇▇▇ ▇▇▇▇NATIONAL ASSOCIATION, ▇▇▇ ▇▇▇▇) ("▇▇▇")as Trustee By: ______________________________________ Authorized Signatory A1-1 [Back of Note] ___% [Series A] [Series B] Senior Subordinated Notes due 2009 [Insert the Global Note Legend, TO THE ISSUERS OR ITS AGENT FOR REGISTRATION OF TRANSFERif applicable pursuant to the provisions of the Indenture] [Insert the Private Placement Legend, 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. THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER ▇▇▇▇▇▇▇ ▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ 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 THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED IN RULE 144A THEREUNDER. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE ISSUERS THAT (A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE 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 UNDER THE SECURITIES ACT, (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 ISSUERS SO REQUEST), (2) TO ONE OF THE ISSUERS 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. if applicable pursuant to the provisions of the Indenture] Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

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. Dated as Executed this 25th day of December ___April, 1997 2001. BEVE▇▇▇ ▇▇▇ERPRISES, INC. By: /s/ Schu▇▇▇▇ ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P BY: ▇▇▇▇▇▇▇, ▇▇. ------------------------------------------ Name: Schu▇▇▇▇ MANAGEMENT COMPANY, INC. ITS GENERAL PARTNER By: /s/ ▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇. Title: Senior Vice President and Treasurer THE BANK OF NEW YORK, as Trustee By: /s/ Robe▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ ------------------------------- ------------------------------------------ Name: Title: By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ------------------------------- Name: Title: ▇▇▇▇▇▇▇ FINANCE CORP. By: /s/ ▇▇▇▇Robe▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ ------------------------------- Name: Title: AttestAssistant Vice President GUARANTORS LISTED ON SCHEDULE I HERETO By: /s/ ▇▇▇▇▇▇ John ▇. ▇▇▇▇▇▇▇ --------------------------------- STATE STREET BANK AND TRUST COMPANY BY: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ------------------------------- ------------------------------------------ Name: John ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: VICE PRSIDENT Attest: --------------------------------- EXHIBIT A-1 Vice President and Secretary of each Guarantor SCHEDULE I GUARANTORS Employer State of Corporation ID Number Incorporation ----------- --------- ------------- AEGIS Therapies, Inc. (Face of Notef/k/a Beve▇▇▇ ▇▇▇abilitation, Inc.) 10 1/8% Series A Senior Notes due 2007 No._____ CUSIP NO._________ $_____________ 71-0▇▇▇▇▇▇ Delaware AGI-Camelot, Inc. 43-1▇▇▇▇▇▇ Missouri Arborland Management Company, Inc. 58-2▇▇▇▇▇▇ South Carolina Associated Physical Therapy Practitioners, Inc. 23-2▇▇▇▇▇▇ Pennsylvania Beve▇▇▇ ▇▇▇isted Living, Inc. 71-0▇▇▇▇▇▇ Delaware Beve▇▇▇ - ▇▇▇▇▇ ▇▇▇ta Holding, Inc. 71-0▇▇▇▇▇▇ Delaware Beve▇▇▇ - ▇▇▇▇▇▇▇ FAMILY RESTAURANTS▇▇▇dings, L.P. and ▇Inc. 71-0▇▇▇▇▇▇ FINANCE CORPDelaware Beve▇▇▇-▇▇▇ianapolis, LLC 71-0▇▇▇▇▇▇ Indiana Beve▇▇▇ - ▇issouri Valley Holding, Inc. 71-0▇▇▇▇▇▇ Delaware Beve▇▇▇ - ▇lant City Holdings, Inc. 71-0▇▇▇▇▇▇ Delaware Beve▇▇▇ - ▇apid City Holding, Inc. 71-0▇▇▇▇▇▇ Delaware Beve▇▇▇ - ▇amarac Holdings, Inc. 71-0▇▇▇▇▇▇ Delaware Beve▇▇▇ - ▇ampa Holdings, Inc. 71-0▇▇▇▇▇▇ Delaware Beve▇▇▇ ▇▇▇nical, Inc. 71-0▇▇▇▇▇▇ Delaware Beve▇▇▇ ▇▇▇erprises International Limited 95-3▇▇▇▇▇▇ California Beve▇▇▇ ▇▇▇erprises - Alabama, Inc. 95-3▇▇▇▇▇▇ California Beve▇▇▇ ▇▇▇erprises - Arizona, Inc. 95-3▇▇▇▇▇▇ California Beve▇▇▇ ▇▇▇erprises - Arkansas, Inc. 95-3▇▇▇▇▇▇ California Beve▇▇▇ ▇▇▇erprises - California, Inc. 95-2▇▇▇▇▇▇ California Employer State of Corporation ID Number Incorporation ----------- --------- ------------- Beve▇▇▇ ▇▇▇erprises - Colorado, Inc. 95-3▇▇▇▇▇▇ California Beve▇▇▇ ▇▇▇erprises - Connecticut, Inc. 95-3▇▇▇▇▇▇ California Beve▇▇▇ ▇▇▇erprises - Delaware, Inc. 95-3▇▇▇▇▇▇ California Beve▇▇▇ ▇▇▇erprises - Distribution Services, Inc. 95-4▇▇▇▇▇▇ California Beve▇▇▇ ▇▇▇erprises - District of Columbia, Inc. 95-3▇▇▇▇▇▇ California Beve▇▇▇ ▇▇▇erprises - Florida, Inc. 95-3▇▇▇▇▇▇ California Beve▇▇▇ ▇▇▇erprises - Garden Terrace, Inc. 95-3▇▇▇▇▇▇ California Beve▇▇▇ ▇▇▇erprises - Georgia, Inc. 95-3▇▇▇▇▇▇ California Beve▇▇▇ ▇▇▇erprises - Hawaii, Inc. 95-3▇▇▇▇▇▇ California Beve▇▇▇ ▇▇▇erprises - Idaho, Inc. 95-3▇▇▇▇▇▇ California Beve▇▇▇ ▇▇▇erprises - Illinois, Inc. 95-3▇▇▇▇▇▇ California Beve▇▇▇ ▇▇▇erprises - Indiana, Inc. 95-3▇▇▇▇▇▇ California Beve▇▇▇ ▇▇▇erprises - Iowa, Inc. 95-3▇▇▇▇▇▇ California Beve▇▇▇ ▇▇▇erprises - Kansas, Inc. 95-3▇▇▇▇▇▇ California Beve▇▇▇ ▇▇▇erprises - Kentucky, Inc. 95-3▇▇▇▇▇▇ California Beve▇▇▇ ▇▇▇erprises - Louisiana, Inc. 95-3▇▇▇▇▇▇ California Beve▇▇▇ ▇▇▇erprises - Maine, Inc. 95-3▇▇▇▇▇▇ California Beve▇▇▇ ▇▇▇erprises - Maryland, Inc. 95-3▇▇▇▇▇▇ California Beve▇▇▇ ▇▇▇erprises - Massachusetts, Inc. 95-3▇▇▇▇▇▇ California Beve▇▇▇ ▇▇▇erprises - Michigan, Inc. 95-3▇▇▇▇▇▇ California Beve▇▇▇ ▇▇▇erprises - Minnesota, Inc. 95-3▇▇▇▇▇▇ California 91 -3- Employer State of Corporation ID Number Incorporation ----------- --------- ------------- Beve▇▇▇ ▇▇▇erprises - Mississippi, Inc. 95-3▇▇▇▇▇▇ California Beve▇▇▇ ▇▇▇erprises - Missouri, Inc. 95-3▇▇▇▇▇▇ California Beve▇▇▇ ▇▇▇erprises - Montana, Inc. 95-3▇▇▇▇▇▇ California Beve▇▇▇ ▇▇▇erprises - Nebraska, Inc. 95-3▇▇▇▇▇▇ California Beve▇▇▇ ▇▇▇erprises - Nevada, Inc. 95-3▇▇▇▇▇▇ California Beve▇▇▇ ▇▇▇erprises - New Hampshire, Inc. 95-3▇▇▇▇▇▇ California Beve▇▇▇ ▇▇▇erprises - New Jersey, Inc. 95-3▇▇▇▇▇▇ California Beve▇▇▇ ▇▇▇erprises - New Mexico, Inc. 95-3▇▇▇▇▇▇ California Beve▇▇▇ ▇▇▇erprises - North Carolina, Inc. 95-3▇▇▇▇▇▇ California Beve▇▇▇ ▇▇▇erprises - North Dakota, Inc. 95-3▇▇▇▇▇▇ California Beve▇▇▇ ▇▇▇erprises - Ohio, Inc. 95-3▇▇▇▇▇▇ California Beve▇▇▇ ▇▇▇erprises - Oklahoma, Inc. 95-3▇▇▇▇▇▇ California Beve▇▇▇ ▇▇▇erprises - Oregon, Inc. 95-3▇▇▇▇▇▇ California Beve▇▇▇ ▇▇▇erprises - Pennsylvania, Inc. 95-3▇▇▇▇▇▇ California Beve▇▇▇ ▇▇▇erprises - Rhode Island, Inc. 95-3▇▇▇▇▇▇ California Beve▇▇▇ ▇▇▇erprises - South Carolina, Inc. 95-3▇▇▇▇▇▇ California Beve▇▇▇ ▇▇▇erprises - Tennessee, Inc. 95-3▇▇▇▇▇▇ California Beve▇▇▇ ▇▇▇erprises - Texas, Inc. 95-3▇▇▇▇▇▇ California Beve▇▇▇ ▇▇▇erprises - Utah, Inc. 95-3▇▇▇▇▇▇ California Beve▇▇▇ ▇▇▇erprises - Vermont, Inc. 95-3▇▇▇▇▇▇ California Beve▇▇▇ ▇▇▇erprises - Virginia, Inc. 95-3▇▇▇▇▇▇ California -4- Employer State of Corporation ID Number Incorporation ----------- --------- ------------- Beve▇▇▇ ▇▇▇erprises - Washington, Inc. 95-3▇▇▇▇▇▇ California Beve▇▇▇ ▇▇▇erprises - West Virginia, Inc. 95-3▇▇▇▇▇▇ California Beve▇▇▇ ▇▇▇erprises - Wisconsin, Inc. 95-3▇▇▇▇▇▇ California Beve▇▇▇ ▇▇▇erprises - Wyoming, Inc. 95-3▇▇▇▇▇▇ California Beve▇▇▇ ▇▇▇lth and Rehabilitation Services, Inc. 95-2▇▇▇▇▇▇ California Beve▇▇▇ ▇▇▇lthcare, LLC 71-0▇▇▇▇▇▇ Indiana Beve▇▇▇ ▇▇▇lthcare Acquisition, Inc. 71-0▇▇▇▇▇▇ Delaware Beve▇▇▇ ▇▇▇lthcare - California, Inc. 95-3▇▇▇▇▇▇ California Beve▇▇▇ ▇▇▇dings I, Inc. 71-0▇▇▇▇▇▇ Delaware Beve▇▇▇ ▇▇▇emnity, Ltd. 71-0▇▇▇▇▇▇ Vermont Beve▇▇▇ ▇▇▇or Inc. of Hawaii 99-0▇▇▇▇▇▇ California Beve▇▇▇ ▇▇▇l Estate Holdings, Inc. 71-0▇▇▇▇▇▇ Delaware Beve▇▇▇ ▇▇▇ana Cay Manor, Inc. 95-4▇▇▇▇▇▇ California Carrollton Physical Therapy Clinic, Inc. 75-2▇▇▇▇▇▇ Texas Commercial Management, Inc. 42-0▇▇▇▇▇▇ Iowa Community Care, Inc. 56-1▇▇▇▇▇▇ North Carolina Compassion and Personal Care Services, Inc. 56-1▇▇▇▇▇▇ North Carolina Eastern Home Health Supply & Equipment Co., Inc. 56-1▇▇▇▇▇▇ North Carolina Greenville Rehabilitation Services, Inc. 75-2▇▇▇▇▇▇ Texas Hallmark Convalescent Homes, Inc. 41-1▇▇▇▇▇▇ Michigan HomeCare Preferred Choice, Inc. 62-1▇▇▇▇▇▇ Delaware Employer State of Corporation ID Number Incorporation ----------- --------- ------------- Home Health and Rehabilitation Services, Inc. 75-2▇▇▇▇▇▇ Texas Hospice of Eastern Carolina, Inc. 56-1▇▇▇▇▇▇ North Carolina Hospice Preferred Choice, Inc. 71-0▇▇▇▇▇▇ Delaware HTHC Holdings, Inc. 71-0▇▇▇▇▇▇ Delaware Las Colinas Physical Therapy Center, Inc. 75-2▇▇▇▇▇▇ Texas Liberty Nursing Homes, Incorporated 54-0▇▇▇▇▇▇ Virginia MATRIX Occupational Health, Inc. 58-2▇▇▇▇▇▇ Delaware MATRIX Rehabilitation, Inc. 71-0▇▇▇▇▇▇ Delaware MATRIX Rehabilitation - Delaware, Inc. 71-0▇▇▇▇▇▇ Delaware MATRIX Rehabilitation - Georgia, Inc. 58-2▇▇▇▇▇▇ Delaware MATRIX Rehabilitation - Maryland, Inc. 71-0▇▇▇▇▇▇ Delaware MATRIX Rehabilitation - Ohio, Inc. 71-0▇▇▇▇▇▇ Delaware MATRIX Rehabilitation - South Carolina, Inc. 73-1▇▇▇▇▇▇ Delaware MATRIX Rehabilitation - Texas, Inc. 73-1▇▇▇▇▇▇ Delaware MATRIX Rehabilitation - Washington, Inc. 58-2▇▇▇▇▇▇ Delaware Medical Arts Health Facility of Lawrenceville, Inc. 58-1▇▇▇▇▇▇ Georgia Moderncare of Lumberton, Inc. 56-1▇▇▇▇▇▇ North Carolina Nebraska City S-C-H, Inc. 41-1▇▇▇▇▇▇ Nebraska Network for Physical Therapy, Inc. 74-2▇▇▇▇▇▇ Texas North Dallas Physical Therapy Associates, Inc. 75-2▇▇▇▇▇▇ Texas Employer State of Corporation ID Number Incorporation ----------- --------- ------------- Pete▇▇▇▇ ▇▇▇lth Care, Inc. 59-2▇▇▇▇▇▇ Florida PT NET, Inc. 62-1▇▇▇▇▇▇ Tennessee PT Net (Colorado), Inc. 84-1▇▇▇▇▇▇ Colorado Rehabilitation Associates of Lafayette, Inc. 72-1▇▇▇▇▇▇ Louisiana South Alabama Nursing Home, Inc. 95-3▇▇▇▇▇▇ Alabama South Dakota - Beve▇▇▇ ▇▇▇erprises, Inc. 95-3▇▇▇▇▇▇ California Spectra Healthcare Alliance, Inc. 71-0▇▇▇▇▇▇ Delaware Tar Heel Infusion Company, Inc. 56-1▇▇▇▇▇▇ North Carolina The Parks Physical Therapy and Work Hardening Center, Inc. 75-2▇▇▇▇▇▇ Texas Theraphysics Corp. 13-3▇▇▇▇▇▇ Delaware Theraphysics of New York IPA, Inc. 71-0▇▇▇▇▇▇ New York Theraphysics Partners of Colorado, Inc. 51-0▇▇▇▇▇▇ Delaware Theraphysics Partners of Texas, Inc. 62-1▇▇▇▇▇▇ Delaware Theraphysics Partners of Western Pennsylvania, Inc. 23-2▇▇▇▇▇▇ Delaware TMD Disposition Company 59-3▇▇▇▇▇▇ Florida Vantage Healthcare Corporation 35-1▇▇▇▇▇▇ Delaware 95 EXHIBIT A THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. promise NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON THE BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE "RESALE RESTRICTION TERMINATION DATE") THAT IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSR OF SUCH SECURITY), ONLY (A) TO THE ISSUER, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELEGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS AN INSTITUTIONAL ACCREDITED INVESTOR ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF THE SECURITIES OF $250,000 OF SECURITIES, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUER'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. THIS GLOBAL SECURITY IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS SECURITY) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.6 OF THE INDENTURE, (II) THIS GLOBAL SECURITY MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.6(a) OF THE INDENTURE, (III) THIS GLOBAL SECURITY MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL SECURITY MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. 9 5/8% SENIOR NOTE DUE 2009 CUSIP: No. 001 $200,000,000 BEVE▇▇▇ ▇▇▇ERPRISES, INC. promises to pay to______________________________________________ to CEDE & CO. or its registered assigns, the principal sum of___________________________________________ of TWO HUNDRED MILLION Dollars on December April 15, 2007 2009. Interest Payment Dates: June April 15 and October 15, and December 15 of each year, commencing December October 15, 1998 2001 Record Dates: June 1, April 1 and December October 1 Dated: December ___, 1997 (whether or not a Business Day). BEVE▇▇▇ ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P. BY: ▇▇▇▇▇▇▇ MANAGEMENT COMPANYERPRISES, INC. ITS GENERAL PARTNER By: ----------------------------- ------------------------------------ Name: Title: By: ----------------------------- ------------------------------------ Name: Title: ▇▇▇▇▇▇▇ FINANCE CORP. ByDated: --------------------------------- Name: Title: By: --------------------------------- Name: TitleApril 25, 2001 Trustee's Certificate of Authentication: This is one of the Global Notes Securities referred to in the within-mentioned Indenture: STATE STREET THE BANK AND TRUST COMPANY AS TRUSTEE OF NEW YORK, as Trustee By: -------------------------------- A1-1 --------------------------------- Authorized Signatory A-3 98 (Back of NoteBACK OF SECURITY) 10 1/89 5/8% Series A Senior Notes due 2007 UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS SENIOR NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST ISSUERS (55 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) ("▇▇▇"), TO THE ISSUERS 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. THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER ▇▇▇▇▇▇▇ ▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ 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 THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED IN RULE 144A THEREUNDER. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE ISSUERS THAT (A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE 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 UNDER THE SECURITIES ACT, (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 ISSUERS SO REQUEST), (2) TO ONE OF THE ISSUERS 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. DUE 2009 Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below (as defined below) unless otherwise indicated.

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. 97 SIGNATURES Dated as of December ___June 26, 1997 ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P BY: ▇▇▇▇▇▇▇ MANAGEMENT COMPANY, INC. ITS GENERAL PARTNER 2002 RIVIERA HOLDINGS CORPORATION By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ------------------------------- ------------------------------------------ Name: Title: GUARANTORS: RIVIERA OPERATING CORPORATION By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ------------------------------- ------------------------------------------ Name: Title: ▇▇▇▇▇▇▇ FINANCE CORPRIVIERA GAMING MANAGEMENT, INC. By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ------------------------------- ------------------------------------------ Name: Title: AttestRIVIERA GAMING MANAGEMENT OF COLORADO, INC. By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ --------------------------------- STATE STREET BANK AND TRUST COMPANY BY: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ------------------------------- ------------------------------------------ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: VICE PRSIDENT AttestRIVIERA BLACK HAWK, INC. By: --------------------------------- ------------------------------------------ Name: Title: THE BANK OF NEW YORK By: ------------------------------------------ Name: Title: SCHEDULE OF GUARANTORS The following schedule lists each Guarantor under the Indenture as of the date of the Indenture: 1. Riviera Operating Corporation 2. Riviera Gaming Management, Inc. 3. Riviera Gaming Management of Colorado, Inc. 4. Riviera Black Hawk, Inc. EXHIBIT A-1 (A [Face of Note) 10 1/8% Series A Senior Notes due 2007 No._____ CUSIP NO.] ----------------------------------------------------------------------------- CUSIP/CINS ____________ 11% Series A Senior Secured Notes due 2010 No. ___ $_____________ ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P. and ▇▇▇▇▇▇▇ FINANCE CORP. promise RIVIERA HOLDINGS CORPORATION promises to pay to______________________________________________ to [CEDE & CO.] or registered assigns, the principal sum of___________________________________________ of --------------------------------------------------------- Dollars on December June 15, 2007 2010. Interest Payment Dates: June 15, 15 and December 15 of each year, commencing December 15, 1998 Record Dates: June 1, 1 and December 1 Dated: December ___June 26, 1997 ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P. BY: ▇▇▇▇▇▇▇ MANAGEMENT COMPANY, INC. ITS GENERAL PARTNER 2002 RIVIERA HOLDINGS CORPORATION By: ----------------------------- Name: Title: By: ----------------------------- Name: Title: ▇▇▇▇▇▇▇ FINANCE CORP. By: --------------------------------- Name: Title: By: --------------------------------- ----------------------------------------------------- Name: Title: This is one of the Global Notes referred to in the within-mentioned Indenture: STATE STREET THE BANK AND TRUST COMPANY AS TRUSTEE OF NEW YORK, as Trustee By: -------------------------------- A1-1 (-------------------------------------------- Authorized Signatory ------------------------------------------------------------------------------- [Back of Note) 10 1/8] 11% Series A Senior Secured Notes due 2007 2010 "THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF RIVIERA HOLDINGS CORPORATION. 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 DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST ISSUERS COMPANY (55 ▇▇▇▇▇ ▇▇▇▇▇▇WATER STREET, ▇▇▇ ▇▇▇▇NEW YORK, ▇▇▇ ▇▇▇▇) ("▇▇▇"), TO THE ISSUERS ▇▇ ▇▇▇ ▇▇▇▇▇▇Y 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. HEREIN."1 THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER ▇▇▇▇▇▇▇ ▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ SECURITIES ACT OF 1933 AS AMENDED (THE "SECURITIES ACT"), AND THE OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY EVIDENCED HEREBY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY NOT BE OFFEREDREOFFERED, SOLD SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE TRANSFERRED DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY UNLESS SUCH TRANSACTION IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED IN RULE 144A THEREUNDEREXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER THIS SECURITY, PRIOR TO THE SECURITY EVIDENCED HEREBY AGREES FOR DATE WHICH IS TWO YEARS (OR SUCH OTHER PERIOD THAT MAY HEREAFTER BE PROVIDED UNDER RULE 144(K) UNDER THE BENEFIT SECURITIES ACT AS PERMITTING RESALES OF RESTRICTED SECURITIES BY NON-AFFILIATES WITHOUT RESTRICTION) AFTER THE LATER OF THE ISSUERS THAT -------------------------- 1 This legend should be included on the Restricted Global Notes and Restricted Definitive Notes and omitted from unrestricted Global Notes and Unrestricted Definitive Notes. ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH EITHER OF THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF THIS SECURITY) (THE "RESALE RESTRICTION TERMINATION DATE") ONLY (A) SUCH TO THE ISSUER, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH AS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THIS SECURITY MAY BE RESOLDIS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, PLEDGED OR OTHERWISE ONLY (1)(a) TO A PERSON WHO THE SELLER IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER (BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN A TRANSACTION MEETING THE REQUIREMENTS OF RELIANCE ON RULE 144A UNDER THE SECURITIES ACT, (b) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, (cD) OUTSIDE THE UNITED STATES TO A FOREIGN NON-U.S. PERSON IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 904 UNDER THE SECURITIES ACTACT (E) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (a)(1), (2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THIS SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL "ACCREDITED INVESTOR," FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT OR (dF) IN ACCORDANCE WITH PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT ACT, SUBJECT TO THE ISSUER'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (AND BASED UPON E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL IF THE ISSUERS SO REQUEST)COUNSEL, (2) CERTIFICATIONS AND/OR OTHER INFORMATION SATISFACTORY TO ONE EACH OF THEM, AND IN EACH OF THE ISSUERS OR (3) PURSUANT FOREGOING CASES, A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THIS SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO AN EFFECTIVE REGISTRATION STATEMENT AND, THE TRUSTEE AND IN EACH CASE, CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY U.S. STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND (B) JURISDICTION. THE HOLDER WILL, AND OF THIS SECURITY AGREES THAT IT WILL DELIVER TO EACH SUBSEQUENT HOLDER PERSON TO WHOM THIS SECURITY IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE SECURITY EVIDENCED HEREBY OF HOLDER AFTER THE RESALE RESTRICTIONS SET FORTH IN (A) ABOVE. RESTRICTION TERMINATION DATE.2 Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

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. Dated as of December ___March 7, 1997 2002 B&G FOODS, INC. By: /s/ Robert C. Cantwell -------------------------------------- Name: Robert C. Cantwell Title: Execu▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇t BGH HOLDINGS, INC. By: /s/ Robert C. Cantwell -------------------------------------- Name: Robert C. Cantwell Title: Execu▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇t RWBV ACQUISITION CORP. By: /s/ Robert C. Cantwell -------------------------------------- Name: Robert C. Cantwell Title: Vice ▇▇▇▇▇▇▇▇▇ FAMILY RESTAURANTSBLOCH & GUGGENHEIMER, L.P BYINC. By: /s/ ▇▇▇▇rt ▇. ▇▇▇▇▇▇▇▇ MANAGEMENT COMPANY-------------------------------------- Name: Robert C. Cantwell Title: Execu▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇t POLANER, INC. ITS GENERAL PARTNER By: /s/ Robert C. Cantwell -------------------------------------- Name: Robert C. Cantwell Title: Execu▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇t TRAPPEY'S FINE FOODS, INC. By: /s/ Robert C. Cantwell -------------------------------------- Name: Robert C. Cantwell Title: Execu▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇t MAPLE GROVE FARMS OF VERMON▇, ▇▇▇. ▇▇: /▇/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ -------------------------------------- Name: Robert C. Cantwell Title: Execu▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇t LES PRODUITS ALIMENTAIRES JACQUES ET FILS INC. By: /s/ Robert C. Cantwell -------------------------------------- Name: Robert C. Cantwell Title: Execu▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇t HERITAGE ACQUISITION CORP. By: /s/ Robert C. Cantwell -------------------------------------- Name: Robert C. Cantwell Title: Vice ▇▇▇▇▇▇▇▇▇ WILLIAM UNDERWOOD COMPANY By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ------------------------------- l -------------------------------------- Name: Robert C. Cantwell Title: By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ------------------------------- Name: Title: ▇▇▇▇▇▇▇ FINANCE CORP. By: /s/ ▇▇▇▇▇▇ ▇. Vice ▇▇▇▇▇▇▇▇▇ ------------------------------- THE BANK OF NEW YORK By: /s/ Marie E. Trimboli -------------------------------------- Name: Marie E. Trimboli Title: Attest: /s/ ▇▇▇Assist▇▇▇ ▇. ▇▇▇▇▇▇▇ --------------------------------- STATE STREET BANK AND TRUST COMPANY BY: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ------------------------------- Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: VICE PRSIDENT Attest: --------------------------------- t EXHIBIT A-1 A (Face of Note) 10 1/8% Series A Senior Notes due 2007 No._____ CUSIP NO._________ $___================================================================================ CUSIP/CINS __________ ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P. and ▇▇▇▇▇▇▇ FINANCE CORP9 5/8% Senior Subordinated Notes due 2007 No. promise to pay to________________________________________ $_______ B&G FOODS, INC. promises to pay to CEDE & Co. --------------------------------------------- or registered assigns, the principal sum of___________________________________________ of --------------------------------------------- Dollars on December 15, 2007 Interest Payment Dates: June 15, and December 15 of each year, commencing December 15, 1998 Record Dates: June August 1, and December 1 Dated: December ___, 1997 ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P. BY: ▇▇▇▇▇▇▇ MANAGEMENT COMPANY, INC. ITS GENERAL PARTNER By: ----------------------------- Name: Title: By: ----------------------------- Name: Title: ▇▇▇▇▇▇▇ FINANCE CORP. By: --------------------------------- Name: Title: By: --------------------------------- Name: Title: This is one of the Global Notes referred to in the within-mentioned Indenture: STATE STREET BANK AND TRUST COMPANY AS TRUSTEE By: -------------------------------- A1-1 (Back of Note) 10 1/8% Series A Senior Notes due 2007 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 DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST ISSUERS (55 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) ("▇▇▇"), TO THE ISSUERS 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 & CO2007., HAS AN INTEREST HEREIN. THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER ▇▇▇▇▇▇▇ ▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ 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 THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED IN RULE 144A THEREUNDER. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE ISSUERS THAT (A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE 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 UNDER THE SECURITIES ACT, (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 ISSUERS SO REQUEST), (2) TO ONE OF THE ISSUERS 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. Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

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 will in no way modify or restrict any of the terms or provisions hereof. [Signatures on following page] Dated as of December ___July 30, 1997 ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P BY: ▇▇▇▇▇▇▇ MANAGEMENT COMPANY, INC. ITS GENERAL PARTNER 2004 SIGNATURES FOUNDATION PA COAL COMPANY By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ------------------------------------ Name: ▇▇▇▇▇ ------------------------------- Name: ▇. ▇▇▇▇ Title: Vice President FOUNDATION COAL CORPORATION By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ------------------------------- ------------------------------------ Name: Title: ▇▇▇▇▇▇▇ FINANCE CORP. By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ------------------------------- Name: Title: Attest: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ --------------------------------- STATE STREET BANK AND TRUST COMPANY BYTitle: President By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ ------------------------------------ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Secretary ALLIANCE POWER MARKETING, INC. By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇ ------------------------------------ Name: ▇▇▇▇▇ ▇. ▇▇▇▇ Title: Vice President ▇▇▇▇▇▇▇ HOLDINGS INC. By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ------------------------------------ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Treasurer CASTLE GATE HOLDING COMPANY By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇ ------------------------------------ Name: ▇▇▇▇▇ ▇. ▇▇▇▇ Title: Vice President COAL GAS RECOVERY, LP BY: PENNSYLVANIA SERVICES CORPORATION, AS GENERAL PARTNER By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇ ------------------------------------ Name: ▇▇▇▇▇ ▇. ▇▇▇▇ Title: Vice President CUMBERLAND COAL RESOURCES, LP, F/K/A RAG CUMBERLAND RESOURCES, LP BY: PENNSYLVANIA SERVICES CORPORATION, AS GENERAL PARTNER By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇ ------------------------------------ Name: ▇▇▇▇▇ ▇. ▇▇▇▇ Title: Vice President DELTA MINE HOLDING COMPANY By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇ ------------------------------------ Name: ▇▇▇▇▇ ▇. ▇▇▇▇ Title: Vice President EMERALD COAL RESOURCES, LP, F/K/A RAG EMERALD RESOURCES, LP BY: PENNSYLVANIA SERVICES CORPORATION, AS GENERAL PARTNER By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇ ------------------------------------ Name: ▇▇▇▇▇ ▇. ▇▇▇▇ Title: Vice President ENERGY DEVELOPMENT CORPORATION By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇ ------------------------------------ Name: ▇▇▇▇▇ ▇. ▇▇▇▇ Title: Vice President FOUNDATION AMERICAN COAL COMPANY, LLC, F/K/A/ RAG AMERICAN COAL COMPANY, LLC By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇ ------------------------------------ Name: ▇▇▇▇▇ ▇. ▇▇▇▇ Title: Vice President FOUNDATION COAL DEVELOPMENT CORPORATION, F/K/A RAG COAL DEVELOPMENT CORPORATION By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇ ------------------------------------ Name: ▇▇▇▇▇ ▇. ▇▇▇▇ Title: Vice President FOUNDATION COAL HOLDING, INC., F/K/A RAG AMERICAN COAL HOLDING, INC. By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇ ------------------------------------ Name: ▇▇▇▇▇ ▇. ▇▇▇▇ Title: Senior Vice President FOUNDATION COAL RESOURCES CORPORATION, F/K/A RAG CONSOLIDATED LAND CORPORATION By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇ ------------------------------------ Name: ▇▇▇▇▇ ▇. ▇▇▇▇ Title: Vice President FOUNDATION COAL WEST, INC., F/K/A RAG COAL WEST, INC. By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇ ------------------------------------ Name: ▇▇▇▇▇ ▇. ▇▇▇▇ Title: Vice President FOUNDATION ENERGY SALES, INC., F/K/A RAG ENERGY SALES, INC. By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇ ------------------------------------ Name: ▇▇▇▇▇ ▇. ▇▇▇▇ Title: Vice President FOUNDATION EQUIPMENT COMPANY, F/K/A RAG EQUIPMENT COMPANY By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇ ------------------------------------ Name: ▇▇▇▇▇ ▇. ▇▇▇▇ Title: Vice President FOUNDATION MIDWEST HOLDING COMPANY, F/K/A RAG MIDWEST HOLDING COMPANY By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇ ------------------------------------ Name: ▇▇▇▇▇ ▇. ▇▇▇▇ Title: Vice President FOUNDATION ROYALTY COMPANY, F/K/A RAG ROYALTY COMPANY By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇ ------------------------------------ Name: ▇▇▇▇▇ ▇. ▇▇▇▇ Title: Vice President FOUNDATION WYOMING LAND COMPANY, F/K/A RAG WYOMING LAND COMPANY By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇ ------------------------------------ Name: ▇▇▇▇▇ ▇. ▇▇▇▇ Title: Vice President FREEPORT MINING, LP, F/K/A RAG FREEPORT MINING, LP BY: PENNSYLVANIA SERVICES CORPORATION, AS GENERAL PARTNER By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇ ------------------------------------ Name: ▇▇▇▇▇ ▇. ▇▇▇▇ Title: Vice President FREEPORT RESOURCES CORPORATION, F/K/A RAG FREEPORT RESOURCES CORPORATION By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇ ------------------------------------ Name: ▇▇▇▇▇ ▇. ▇▇▇▇ Title: Vice President KINGSTON MINING, INC. By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ------------------------------------ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Treasurer KINGSTON PROCESSING, INC. By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ------------------------------------ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Treasurer KINGSTON RESOURCES, INC. By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ------------------------------------ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Treasurer LAUREL CREEK CO., INC. By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ------------------------------------ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Treasurer MAPLE MEADOW MINING COMPANY By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇ ------------------------------------ Name: ▇▇▇▇▇ ▇. ▇▇▇▇ Title: Vice President NEWEAGLE COAL SALES CORP. By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ------------------------------------ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Treasurer NEWEAGLE DEVELOPMENT CORP. By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ------------------------------------ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Treasurer NEWEAGLE INDUSTRIES, INC. By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ------------------------------------ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Treasurer NEWEAGLE MINING CORP. By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ------------------------------------ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Treasurer ▇▇▇▇▇ PROCESSING INC. By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ------------------------------------ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Treasurer ▇▇▇▇▇▇▇ BRANCH MINING, INC. By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ------------------------------------ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Treasurer PENNSYLVANIA LAND HOLDINGS CORPORATION By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇ ------------------------------------ Name: ▇▇▇▇▇ ▇. ▇▇▇▇ Title: Vice President PENNSYLVANIA SERVICES CORPORATION By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇ ------------------------------------ Name: ▇▇▇▇▇ ▇. ▇▇▇▇ Title: Vice President PIONEER FUEL CORPORATION By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ------------------------------------ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Treasurer PIONEER MINING, INC. By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ------------------------------------ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Treasurer PLATEAU MINING CORPORATION By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇ ------------------------------------ Name: ▇▇▇▇▇ ▇. ▇▇▇▇ Title: Vice President RIVER PROCESSING CORPORATION, F/K/A RAG RIVER PROCESSING CORPORATION By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇ ------------------------------------ Name: ▇▇▇▇▇ ▇. ▇▇▇▇ Title: Vice President RED ASH SALES COMPANY, INC. By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ------------------------------------ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Treasurer RIVEREAGLE CORP. By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ------------------------------------ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Treasurer RIVERTON CAPITAL VENTURES I, LIMITED LIABILITY COMPANY By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ------------------------------- ------------------------------------ Name: ▇▇▇▇▇ ▇▇ . ▇▇▇▇▇▇▇▇ Title: VICE PRSIDENT AttestManager RIVERTON CAPITAL VENTURES II, LIMITED LIABILITY COMPANY By: --------------------------------- EXHIBIT A-1 (Face of Note) 10 1/8% Series A Senior Notes due 2007 No._____ CUSIP NO._________ $_____________ /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P. and ------------------------------------ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ FINANCE CORPTitle: Manager RIVERTON COAL PRODUCTION, INC. promise to pay to______________________________________________ or registered assigns, the principal sum of___________________________________________ Dollars on December 15, 2007 Interest Payment DatesBy: June 15, and December 15 of each year, commencing December 15, 1998 Record Dates: June 1, and December 1 Dated: December ___, 1997 /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P. BY------------------------------------ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ MANAGEMENT COMPANYTitle: Treasurer RIVERTON COAL SALES, INC. ITS GENERAL PARTNER By: ----------------------------- Name: Title: By: ----------------------------- Name: Title: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ FINANCE CORP. By: --------------------------------- ------------------------------------ Name: Title: By: --------------------------------- Name: Title: This is one of the Global Notes referred to in the within-mentioned Indenture: STATE STREET BANK AND TRUST COMPANY AS TRUSTEE By: -------------------------------- A1-1 (Back of Note) 10 1/8% Series A Senior Notes due 2007 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 DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST ISSUERS (55 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) ("▇▇▇"), TO THE ISSUERS 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. THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER ▇▇▇▇▇▇▇ ▇ Title: Treasurer ROCKSPRING DEVELOPMENT, INC. By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ------------------------------------ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Treasurer RUHRKOHLE TRADING CORPORATION By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ------------------------------------ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Treasurer ▇▇▇▇▇▇▇ FORK MINING, INC. By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ------------------------------------ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Treasurer SOUTHERN RESOURCES, INC. By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇ ------------------------------------ Name: ▇▇▇▇▇ ▇. ▇▇▇▇ Title: Vice President WABASH MINE HOLDING COMPANY By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇ ------------------------------------ Name: ▇▇▇▇▇ ▇. ▇▇▇▇ Title: Vice President ▇▇▇▇▇▇▇ HOLDING COMPANY By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇ ------------------------------------ Name: ▇▇▇▇▇ ▇. ▇▇▇▇ Title: Vice President Dated as of July 30, 2004 SIGNATURES The Bank of New York, as Trustee By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ SECURITIES ACT OF 1933 (THE "SECURITIES ACT")------------------------------- Authorized Signatory S-7 EXHIBIT A1 [Face of Note] -------------------------------------------------------------------------------- CUSIP/ISIN 350472 AA 4/US350472AA48 7 1 4% Senior Notes due 2014 No. $ ---- ------------- FOUNDATION PA COAL COMPANY promise to pay to CEDE & CO. or registered assigns, AND THE SECURITY EVIDENCED HEREBY MAY NOT BE OFFEREDthe principal sum of ----------------------------------------------------------- DOLLARS on August 1, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM2014. EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED IN RULE 144A THEREUNDER. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE ISSUERS THAT (A) SUCH SECURITY MAY BE RESOLDInterest Payment Dates: February 1 and August 1 Record Dates: January 15 and July 15 Dated: July 30, PLEDGED OR OTHERWISE 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 UNDER THE SECURITIES ACT2004 FOUNDATION PA COAL COMPANY By: ------------------------------------ Name: Title: This is one of the Notes referred to in the within-mentioned Indenture: The Bank of New York, (b) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACTas Trustee By: ------------------------------------ Authorized Signatory -------------------------------------------------------------------------------- A1-1 [Back of Note] 7 1/4% Senior Notes due 2014 [Insert the Global Note Legend, (c) OUTSIDE THE UNITED STATES TO A FOREIGN PERSON IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 904 UNDER THE SECURITIES ACTif applicable pursuant to the provisions of the Indenture] [Insert the Private Placement Legend, OR (d) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF THE ISSUERS SO REQUEST), (2) TO ONE OF THE ISSUERS 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. if applicable pursuant to the provisions of the Indenture] Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table Table, and Headings 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 Indenture, and shall in no way modify or restrict any of the terms or provisions hereofof this Indenture. Dated as of December ___, 1997 ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P BYSIGNATURES ---------- THE COMPANY: ▇▇▇▇▇▇▇ MANAGEMENT COMPANY------------------------------------------- YOUNG BROADCASTING INC. Attest: By: ---------------------------------------- Name: Title: THE INITIAL GUARANTORS: ------------------------------------------- YOUNG BROADCASTING OF ALBANY, INC. ITS GENERAL PARTNER Attest: By: /s/ ▇▇▇▇▇▇ ▇---------------------------------------- Name: Title: ------------- YOUNG BROADCASTING OF LA CROSSE, INC. Attest: By: ---------------------------------------- Name: Title: ------------- YOUNG BROADCASTING OF LANSING, INC. Attest: By: ---------------------------------------- Name: Title: ------------- WINNEBAGO TELEVISION CORPORATION Attest: By: ---------------------------------------- Name: Title: ------------- YOUNG BROADCASTING OF NASHVILLE, INC. Attest: By: ---------------------------------------- Name: Title: ------------- YBT, INC. Attest: By: ---------------------------------------- Name: Title: ------------- WKRN, L.P. By: Young Broadcasting of Nashville, Inc., General Partner Attest: By: ---------------------------------------- Name: Title: ------------- YOUNG BROADCASTING OF LOUISIANA, INC. Attest: By: ---------------------------------------- Name: Title: ------------- LAT, INC. Attest: By: ---------------------------------------- Name: Title: ------------- KLFY, L.P. By: Young Broadcasting of Louisiana, Inc., General Partner Attest: By: ---------------------------------------- Name: Title: ------------- YOUNG BROADCASTING OF RICHMOND, INC. Attest: By: ---------------------------------------- Name: Title: ------------- YOUNG BROADCASTING OF GREEN BAY, INC. Attest: By: ---------------------------------------- Name: Title: ------------- YOUNG BROADCASTING OF KNOXVILLE, INC. Attest: By: ---------------------------------------- Name: Title: ------------- WATE, L.P. By: Young Broadcasting of Knoxville, Inc., General Partner Attest: By: ---------------------------------------- Name: Title: ------------- YBK, INC. Attest: By: ---------------------------------------- Name: Title: ------------- YOUNG BROADCASTING OF ▇▇▇▇▇▇▇▇▇ ------------------------------- ▇, INC. Attest: By: ---------------------------------------- Name: Title: ------------- YOUNG BROADCASTING OF SIOUX FALLS, INC. Attest: By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ------------------------------- ---------------------------------------- Name: Title: ▇▇▇▇▇▇▇ FINANCE CORP------------- YOUNG BROADCASTING OF RAPID CITY, INC. Attest: By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ------------------------------- ---------------------------------------- Name: Title: ------------- YOUNG BROADCASTING OF LOS ANGELES, INC. Attest: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ --------------------------------- STATE STREET BANK AND TRUST COMPANY BYBy: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ------------------------------- ---------------------------------------- Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: VICE PRSIDENT ------------- FIDELITY TELEVISION, INC. Attest: --------------------------------- By: ---------------------------------------- Name: Title: ------------- FIRST UNION NATIONAL BANK, as Trustee By: ---------------------------------------- Name: Title: EXHIBIT A-1 ----------- [FORM OF SERIES A NOTE] THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS AN "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501 (a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT) (AN "ACCREDITED INVESTOR") OR (C) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION, (2) AGREES THAT IT WILL NOT WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS SECURITY RESELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO YOUNG BROADCASTING INC. (THE "COMPANY"), OR ANY SUBSIDIARY THEREOF, (B) INSIDE THE UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) INSIDE THE UNITED STATES TO AN ACCREDITED INVESTOR THAT, PRIOR TO SUCH TRANSFER, FURNISHES (OR HAS FURNISHED ON ITS BEHALF BY A U.S. BROKER-DEALER) TO THE TRUSTEE OR TRANSFER AGENT A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS SECURITY (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE OR TRANSFER AGENT FOR THIS SECURITY), (D) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT, (E) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), OR (F) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS SECURITY WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS SECURITY, IF THE PROPOSED TRANSFEREE IS AN ACCREDITED INVESTOR, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE OR TRANSFER AGENT AND THE COMPANY SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS EITHER OF THEM MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION," "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANING GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT. (Face of Note) 10 1/8YOUNG BROADCASTING INC. 8 3/4% Series A Senior Notes Subordinated Note due 2007 No.. _____ CUSIP NO._________ $_____________ ▇▇▇▇▇▇▇ FAMILY RESTAURANTSYoung Broadcasting Inc., L.P. and ▇▇▇▇▇▇▇ FINANCE CORP. promise a Delaware corporation (hereinafter called the "Company," which term includes any successor entity under the Indenture hereinafter referred to), for value received, hereby promises to pay to______________________________to ________________ or registered assigns, the principal sum of____________________of _______________________ Dollars on December June 15, 2007 2007. Interest Payment Dates: June 15, 15 and December 15 of each year15, commencing December 15, 1998 1997 Record Dates: June 1, 1 and December 1 Dated: December ___Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, 1997 ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P. BY: ▇▇▇▇▇▇▇ MANAGEMENT COMPANY, INC. ITS GENERAL PARTNER By: ----------------------------- Name: Title: By: ----------------------------- Name: Title: ▇▇▇▇▇▇▇ FINANCE CORP. By: --------------------------------- Name: Title: By: --------------------------------- Name: Title: This is one of the Global Notes referred to in the within-mentioned Indenture: STATE STREET BANK AND TRUST COMPANY AS TRUSTEE By: -------------------------------- A1-1 (Back of Note) 10 1/8% Series A Senior Notes due 2007 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 DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST ISSUERS (55 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) ("▇▇▇"), TO THE ISSUERS 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. THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER ▇▇▇▇▇▇▇ ▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ 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 THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED IN RULE 144A THEREUNDER. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE ISSUERS THAT (A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE 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 UNDER THE SECURITIES ACT, (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 ISSUERS SO REQUEST), (2) TO ONE OF THE ISSUERS 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. Capitalized terms used herein which further provisions shall for all purposes have the meanings assigned to them in the Indenture referred to below unless otherwise indicatedsame effect as if set forth at this place.

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table and Headings 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. Dated as of December ___[Signatures on following pages] SUNSHINE ACQUISITION II, 1997 INC. By: /s/ ▇▇▇▇ ▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P BY------------------------------------ Name: ▇▇▇▇ ▇▇▇▇▇▇ MANAGEMENT COMPANYTitle: Vice President SS&C TECHNOLOGIES, INC. ITS GENERAL PARTNER By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ------------------------------------ Name: ▇▇▇▇▇▇▇ ------------------------------- Name: ▇. ▇▇▇▇▇ Title: Chairman & CEO FINANCIAL MODELS COMPANY LTD. By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ------------------------------- ------------------------------------ Name: Title: ▇▇▇▇▇▇▇ FINANCE CORP. By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ------------------------------- Name: Title: Attest: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ --------------------------------- STATE STREET BANK AND TRUST COMPANY BYTitle: SVP & Treasurer FINANCIAL MODELS HOLDINGS INC. By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ------------------------------------ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: SVP & Treasurer SS&C FUND ADMINISTRATION SERVICES LLC By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ------------------------------------ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: SVP & Treasurer OMR SYSTEMS CORPORATION By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ------------------------------------ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: SVP & Treasurer OPEN INFORMATION SYSTEMS, INC. By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ------------------------------------ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: SVP & Treasurer [Indenture] ▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION, as Trustee By: /s/ ▇▇▇▇▇▇ ▇. ▇'▇▇▇▇▇▇▇ ------------------------------- ------------------------------------ Name: ▇▇▇▇▇▇ ▇. ▇'▇▇▇▇▇▇▇ Title: VICE PRSIDENT Attest: --------------------------------- Vice President [Indenture] EXHIBIT A-1 (A [Face of Note) 10 1/8% Series A Senior Notes due 2007 No._____ ] [Insert the Global Note Legend, if applicable pursuant to the provisions of the Indenture] [Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture] [Insert the Regulation S Temporary Global Note Legend, if applicable pursuant to the provisions of the Indenture] CUSIP NO.[_________ $] ISIN [__________] [RULE 144A][REGULATION S] GLOBAL NOTE representing up to $205,000,000 11 3/4% Senior Subordinated Notes due 2013 No. ___ ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P. and ▇▇▇▇▇▇▇ FINANCE CORP. promise to pay to[$______________________] SUNSHINE ACQUISITION II, INC. promises to pay to CEDE & CO. or registered assigns, the principal sum [set forth on the Schedule of Exchanges of Interests in the Global Note attached hereto] [of ________________________ or registered assigns, the principal sum of___________________________________________ Dollars United States Dollars] on December 151, 2007 2013. Interest Payment Dates: June 15, 1 and December 15 of each year, commencing December 15, 1998 1. Record Dates: June 1May 15 and November 15. IN WITNESS HEREOF, and December 1 the Issuer has caused this instrument to be duly executed. Dated: December ___November 23, 1997 ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P. BY: ▇▇▇▇▇▇▇ MANAGEMENT COMPANY2005 SUNSHINE ACQUISITION II, INC. ITS GENERAL PARTNER By: ----------------------------- ------------------------------------ Name: ---------------------------------- Title: By: ----------------------------- Name: Title: ▇▇▇▇▇▇▇ FINANCE CORP. By: --------------------------------- Name: Title: By: --------------------------------- Name: Title: This is one of the Global Notes referred to in the within-mentioned Indenture: STATE STREET BANK AND TRUST COMPANY AS TRUSTEE By: -------------------------------- A1-1 (Back of Note) 10 1/8% Series A Senior Notes due 2007 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 DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST ISSUERS (55 ▇▇▇▇▇ ▇▇▇▇▇▇FARGO BANK, ▇▇▇ ▇▇▇▇NATIONAL ASSOCIATION, ▇▇▇ ▇▇▇▇) ("▇▇▇"), TO THE ISSUERS 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. THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER ▇▇▇▇▇▇▇ ▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ 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 THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED IN RULE 144A THEREUNDER. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE ISSUERS THAT (A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE 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 UNDER THE SECURITIES ACT, (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 ISSUERS SO REQUEST), (2) TO ONE OF THE ISSUERS 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. as Trustee By: ------------------------------------ Authorized Signatory [Back of Note] 11 3/4% Senior Subordinated Notes due 2013 Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

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 December ___, 1997 ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P BY: ▇▇▇▇▇▇▇ MANAGEMENT COMPANY, INC. ITS GENERAL PARTNER By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ------------------------------- Name: Title: By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ------------------------------- Name: Title: ▇▇▇▇▇▇▇ FINANCE CORP. By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ------------------------------- Name: Title: Attest: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ --------------------------------- STATE STREET BANK AND TRUST COMPANY BY: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ------------------------------- Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: VICE PRSIDENT Attest: --------------------------------- EXHIBIT A-1 (Face of Note) 10 1/8% Series A Senior Notes due 2007 No._____ CUSIP NO._________ $_, 1998 L-3 COMMUNICATIONS CORPORATION By: Name: __________________________ ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P. and ▇▇▇▇▇▇▇ FINANCE CORPTitle: _________________________ THE BANK OF NEW YORK By: Name: __________________________ Title: _________________________ EXHIBIT A to Indenture (Face of Note) ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ CUSIP/CINS __________ ____% Senior Subordinated Notes due 2008 No. promise ___ $_________ L-3 COMMUNICATIONS CORPORATION promises to pay toto ________________________________________________ or registered assigns, the principal sum ofof ______________________________________________ Dollars on December 15_____, 2007 2008. Interest Payment Dates: June 15, and December 15 of each year, commencing December 15, 1998 Record Dates: June 1, and December 1 Dated: December _______, 1997 ▇▇▇▇▇▇▇ FAMILY RESTAURANTSand _______ Record Dates: _______, L.P. BYand _______ Dated: ▇▇▇▇▇▇▇ MANAGEMENT COMPANY_______________, INC. ITS GENERAL PARTNER 199__ L-3 Communications Corporation By: ----------------------------- __________________________ Name: Title: By: ----------------------------- Name: Title: ▇▇▇▇▇▇▇ FINANCE CORP. By: --------------------------------- Name: Title: By: --------------------------------- __________________________ Name: Title: This is one of the Global [Global] Notes referred to in the within-within (SEAL) mentioned Indenture: STATE STREET Dated: THE BANK AND TRUST COMPANY AS TRUSTEE OF NEW YORK as Trustee By: -------------------------------- A1-1 __________________________ ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ (Back of Note) 10 1/8____% Series A Senior Subordinated Notes due 2007 UNLESS AND UNTIL IT 2008 [THIS GLOBAL NOTE IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE HELD BY THE DEPOSITARY TO A NOMINEE OF (AS DEFINED IN THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS INDENTURE GOVERNING THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST ISSUERS (55 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇NOTE) ("▇▇▇"), TO THE ISSUERS OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED NOMINEE 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. THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER ▇▇▇▇▇▇▇ ▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ 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 THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED IN RULE 144A THEREUNDER. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES CUSTODY FOR THE BENEFIT OF THE ISSUERS BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (AI) THE TRUSTEE MAY MAKE SUCH SECURITY NOTATIONS HEREON AS MAY BE RESOLDREQUIRED PURSUANT TO SECTION 2.07 OF THE INDENTURE, PLEDGED OR OTHERWISE ONLY (1)(aII) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A PERSON WHO SUCCESSOR DEPOSITARY WITH 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 UNDER THE SECURITIES ACT, (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 PRIOR WRITTEN CONSENT OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF THE ISSUERS SO REQUEST), (2) TO ONE OF THE ISSUERS 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. COMPANY.]1 Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

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 on following pages] Dated as of December ___May 22, 1997 ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P BY: ▇▇▇▇▇▇▇ MANAGEMENT COMPANY, INC. ITS GENERAL PARTNER 1998 L-3 COMMUNICATIONS CORPORATION By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ------------------------------- --------------------------- Name: Title: THE BANK OF NEW YORK, as Trustee By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ------------------------------- --------------------------- Name: Title: ▇▇▇▇▇▇▇ FINANCE CORP. By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ------------------------------- Name: Title: Attest: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ --------------------------------- STATE STREET BANK AND TRUST COMPANY BY: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ------------------------------- Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: VICE PRSIDENT Attest: --------------------------------- EXHIBIT A-1 A (Face of Note) 10 1/8% Series A Senior Notes due 2007 No._____ CUSIP NO.=============================================================================== CUSIP/CINS __________ 8 1/2% Senior Subordinated Notes due 2008 No. ___ $_________ L-3 COMMUNICATIONS CORPORATION promises to pay to _____ ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P. and ▇▇▇▇▇▇▇ FINANCE CORP. promise to pay to______________________________________________ or registered assigns, the principal sum ofof ________________________________________________ Dollars on December May 15, 2007 2008. Interest Payment Dates: June May 15, and December November 15 of each year, commencing December 15, 1998 Record Dates: June May 1, and December November 1 Dated: December _______________, 1997 ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P. BY: ▇▇▇▇▇▇▇ MANAGEMENT COMPANY, INC. ITS GENERAL PARTNER 199__ L-3 Communications Corporation By: ----------------------------- --------------------------- Name: Title: By: ----------------------------- Name: Title: ▇▇▇▇▇▇▇ FINANCE CORP. By: --------------------------------- Name: Title: By: --------------------------------- --------------------------- Name: Title: This is one of the Global [Global] Notes referred to in the within-within (SEAL) mentioned Indenture: STATE STREET Dated: THE BANK AND TRUST COMPANY AS TRUSTEE OF NEW YORK, as Trustee By: -------------------------------- A1-1 =============================================================================== (Back of Note) 10 1/8) 8 1 2% Series A Senior Subordinated Notes due 2007 UNLESS AND UNTIL IT 2008 [THIS GLOBAL NOTE IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE HELD BY THE DEPOSITARY TO A NOMINEE OF (AS DEFINED IN THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS INDENTURE GOVERNING THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST ISSUERS (55 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇NOTE) ("▇▇▇"), TO THE ISSUERS OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED NOMINEE 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. THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER ▇▇▇▇▇▇▇ ▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ 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 THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED IN RULE 144A THEREUNDER. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES CUSTODY FOR THE BENEFIT OF THE ISSUERS BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (AI) THE TRUSTEE MAY MAKE SUCH SECURITY NOTATIONS HEREON AS MAY BE RESOLDREQUIRED PURSUANT TO SECTION 2.07 OF THE INDENTURE, PLEDGED OR OTHERWISE ONLY (1)(aII) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A PERSON WHO SUCCESSOR DEPOSITARY WITH 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 UNDER THE SECURITIES ACT, (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 PRIOR WRITTEN CONSENT OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF THE ISSUERS SO REQUEST), (2) TO ONE OF THE ISSUERS 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. COMPANY.]1 Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

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 December ___August 3, 1997 ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P BY: ▇▇▇▇▇▇▇ MANAGEMENT COMPANY1994 CHATTEM, INC. ITS GENERAL PARTNER ATTEST: By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ----------------------------------- Name: ▇▇▇▇▇▇ ------------------------------- Name▇. ▇▇▇▇▇▇▇▇ Title: TitleEVP-CFO By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ---------------------------------- Secretary [CORPORATE SEAL] Dated as of August 3, 1994 SIGNAL INVESTMENT & MANAGEMENT CO., a Guarantor ATTEST: By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ------------------------------- ----------------------------------- Name: Title: ▇▇▇▇▇▇▇ FINANCE CORP. By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: President By: /s/ ▇▇▇▇ ------------------------------- Name▇. ▇▇▇▇▇▇▇ ---------------------------------- Secretary [CORPORATE SEAL] Dated as of August 3, 1994 SOUTHTRUST BANK OF ALABAMA, NATIONAL ASSOCIATION, as Trustee ATTEST: Title: AttestBy: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ --------------------------------- STATE STREET BANK AND TRUST COMPANY BY----------------------------------- Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Senior Vice President-Corporate Trust By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ------------------------------- Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: VICE PRSIDENT Attest: --------------------------------- ---------------------------------- Vice President-Corporate Trust [ASSOCIATION SEAL] EXHIBIT A-1 A (Face of NoteSecurity) 10 1/812.75% Series A B Senior Subordinated Notes due 2007 2004 Certificate No._____ . U.S.$ ------- ------- CUSIP NO._________ $_____________ ▇▇▇▇▇▇▇ FAMILY RESTAURANTSNo. 162456 ------ CHATTEM, L.P. and ▇▇▇▇▇▇▇ FINANCE CORPINC. promise promises to pay to______________________________________________ to -------------------------------------------------------------------------------- or its registered assigns, assigns the principal sum of___________________________________________ of ----------------------------------------------------------- in United States Dollars on December June 15, 2007 2004. Interest Payment Dates: June 15, 15 and December 15 of each year15, commencing December 15, 1998 1994. Record Dates: June 1, May 31 and December 1 November 30 (whether or not a Business Day). Dated: December ___, 1997 ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P. BY1994 ----------- ATTEST: ▇▇▇▇▇▇▇ MANAGEMENT COMPANYCHATTEM, INC. ITS GENERAL PARTNER By: ----------------------------- By: ---------------------------------- ------------------------------------ Secretary Name: Title: By: ----------------------------- Name: Title: ▇▇▇▇▇▇▇ FINANCE CORP. By: --------------------------------- Name: Title: By: --------------------------------- Name: Title[CORPORATE SEAL] Trustee's Certificate of Authentication: This is one of the Global Notes Securities referred to in the within-within- mentioned Indenture: STATE STREET SOUTHTRUST BANK AND TRUST COMPANY AS TRUSTEE OF ALABAMA, NATIONAL ASSOCIATION, as Trustee By: -------------------------------- A1-1 ---------------------------------- Authorized Signature [ASSOCIATION SEAL] (Back of NoteSecurity) 10 1/812.75% Series A Senior Notes due 2007 UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORMSERIES B SENIOR SUBORDINATED NOTE DUE June 17, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY2004 [Unless and until it is exchanged in whole or in part for Securities in definitive form, this Security 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 ISSUERS Unless this certificate is presented by an authorized representative of The Depository Trust Company (55 ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) ("▇▇▇DTC"), TO THE ISSUERS OR ITS AGENT FOR REGISTRATION OF TRANSFERto the issuer or its agent for registration of transfer, EXCHANGE OR PAYMENTexchange or payment, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE 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 Co. or such other name as requested by an authorized representative of DTC (AND ANY PAYMENT IS MADE TO CEDE and any payment is made to Cede & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF Co. or such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS inasmuch as the registered owner hereof, Cede & Co., has an interest herein.(1)] THIS SECURITY MAY NOT BE TRANSFERRED TO AN EMPLOYEE BENEFIT PLAN, TRUST OR ACCOUNT THAT IS EITHER SUBJECT TO THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THE EMPLOYEE RETIREMENT INCOME SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER ▇▇▇▇▇▇▇ ▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ SECURITIES ACT OF 1933 1974, AS AMENDED (THE "SECURITIES ACTERISA"), AND THE SECURITY EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED DESCRIBED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER SECTION 4975(e)(1) OF THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS INTERNAL REVENUE CODE OF SECTION 5 OF THE SECURITIES ACT PROVIDED IN RULE 144A THEREUNDER. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE ISSUERS THAT 1986, AS AMENDED (A) "CODE"), UNLESS SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE 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 TRANSFER SATISFIES THE REQUIREMENTS OF RULE 144A UNDER CERTAIN PROHIBITED TRANSACTION EXEMPTIONS. THE SECURITIES ACT, (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 ISSUERS SO REQUEST), (2) TO ONE OF THE ISSUERS 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 WILL NOT BE ACCEPTED FOR TRANSFER OR REGISTRATION OF TRANSFER EXCEPT UPON PRESENTATION OF EVIDENCE SATISFACTORY TO THE RESALE TRUSTEE THAT THESE RESTRICTIONS SET FORTH IN (A) ABOVEHAVE BEEN COMPLIED WITH. Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below (as defined below) unless otherwise indicated.

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table Contents 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 on following page SIGNATURES Dated as of December _May __, 1997 ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P BY: ▇▇▇▇▇▇▇ MANAGEMENT COMPANYAMERICAN BUILDERS & CONTRACTORS SUPPLY CO., INC. ITS GENERAL PARTNER By: /s/ ---------------------------------- Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ------------------------------- Name: Title: ByPresident and Chief Executive Officer Attest: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ------------------------------- Name: Title: ▇▇▇▇▇▇▇ FINANCE CORPAMCRAFT BUILDING PRODUCTS CO., INC. By: /s/ ---------------------------------- Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ------------------------------- Title: President and CEO Attest: MULE-HIDE PRODUCTS CO., INC. By: ---------------------------------- Name: Title: Attest: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ --------------------------------- STATE STREET Title: President and CEO Attest: NORWEST BANK AND TRUST COMPANY BYMINNESOTA, NATIONAL ASSOCIATION By: /s/ ---------------------------------- Name: Title: Attest: SIGNATURES Dated as of May __, 1997 AMERICAN BUILDERS & CONTRACTORS SUPPLY CO., INC. By: ---------------------------------- Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ------------------------------- Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: VICE PRSIDENT President and Chief Executive Officer Attest: --------------------------------- EXHIBIT A-1 AMCRAFT BUILDING PRODUCTS CO., INC. By: ---------------------------------- Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Title: President and CEO Attest: MULE-HIDE PRODUCTS CO., INC. By: ---------------------------------- Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Title: President and CEO Attest: NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION By: ---------------------------------- Name: Title: Attest: Exhibit A (Face of Note) 10 1/85/8% [Series A A] [Series B] Senior Subordinated Notes due 2007 No._____ CUSIP NO._. $________ $_____________ ▇▇▇▇▇▇▇ FAMILY RESTAURANTSAMERICAN BUILDERS & CONTRACTORS SUPPLY CO., L.P. and ▇▇▇▇▇▇▇ FINANCE CORP. promise INC promises to pay to______________________________________________ to or registered assigns, the principal sum of___________________________________________ of Dollars on December May 15, 2007 2007, Interest Payment Dates: June 15, May 15 and December November 15 of each year, commencing December 15, 1998 Record Dates: June 1, May 1 and December November 1 Dated: December ___----------------------------------------- American Builders & Contractors Supply Co., 1997 ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P. BYInc. -76- By: ------------------------------------------------- Name: ▇▇▇▇▇▇▇ MANAGEMENT COMPANY, INC▇. ITS GENERAL PARTNER By: ----------------------------- Name: Title: By: ----------------------------- Name: Title: ▇▇▇▇▇▇▇▇▇ FINANCE CORP. By: --------------------------------- Name: Title: By: --------------------------------- Name: Title: President and Chief Executive Officer This is one of the Global Notes referred to in the within-mentioned Indenture: STATE STREET BANK AND TRUST COMPANY AS TRUSTEE Norwest Bank Minnesota, National Association as Trustee By: -------------------------------- A1-1 ------------------------------------------------- Name: Title: -77- (Back of Note) 10 1/85/8% [Series A A] [Series B] Senior Subordinated Notes due 2007 UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM[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 DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARYthis Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST ISSUERS Unless this certificate is presented by an authorized representative of The Depository Trust Company (55 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) ("▇▇▇DTC")) to the issuer or its agent for registration of transfer, TO THE ISSUERS OR ITS AGENT FOR REGISTRATION OF TRANSFERexchange or payment, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE 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 Co. or such other name as may be requested by an authorized representative of DTC (AND ANY PAYMENT IS MADE TO CEDE and any payment is made to Cede & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF 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 inasmuch as the registered owner hereof, Cede & Co., has an interest herein.]/1/ THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THE SECURITY NOTE (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER ▇▇▇▇▇▇▇ ▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ SECURITIES ACT OF 1933 1933, AS AMENDED (THE "SECURITIES ACT"), AND THE SECURITY NOTE EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION EXECUTION THEREFROM. EACH PURCHASER OF THE SECURITY NOTE EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF PROVIDED BY RULE 144A UNDER THE SECURITIES ACT PROVIDED IN RULE 144A THEREUNDERACT. THE HOLDER OF THE SECURITY NOTE EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE ISSUERS COMPANY THAT (A) SUCH SECURITY NOTE MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (1)(a1) (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 UNDER THE SECURITIES ACT144A, (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, ACT OR (d) IN ACCORDANCE WITH ANOTHER EXEMPTION EXTENSION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF THE ISSUERS CONTANY SO REQUESTREQUESTS), (2) TO ONE OF THE ISSUERS CONTANY OR (3) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH ANY 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 FROM IT ------------------------ /1 This paragraph should be included only if the Note is issued in global form. OF THE SECURITY NOTE EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN (A1) ABOVE. ABOVE./2/ Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

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 on following page] SIGNATURES Dated as of December ___October 16, 1997 ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P BY: ▇▇▇▇▇▇▇ MANAGEMENT COMPANY2001 ALARIS MEDICAL SYSTEMS, INC. ITS GENERAL PARTNER By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ------------------------------- Name: Title: By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ------------------------------- Name: Title: ▇▇▇▇▇▇▇ FINANCE CORP. By: /s/ Stuart E. Rickerson ----------------------------- Name: Stuart E. Rickerson Ti▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ------------------------------- Name: Title: Attest: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ --------------------------------- STATE STREET BANK AND TRUST COMPANY BY: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ------------------------------- and General Counsel Dated as of October 16, 2001 HSBC BANK USA By: /s/ Harriet Drandoff ----------------------------- Name: Harriet Drandoff Title: ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: VICE PRSIDENT Attest: --------------------------------- natory S-1 EXHIBIT A-1 A (Face of Note) 10 1/811 5/8% Series A A/B Senior Secured Notes due 2007 2006 No._____ CUSIP NO._________ . $______________ ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P. and ▇▇▇▇▇▇▇ FINANCE CORPCUSIP NO. promise to pay to_____________ ALARIS MEDICAL SYSTEMS, INC. promises to pay to _____________________________________ or registered assigns, the principal sum ofof ___________ Dollars $________, as increased or decreased as set forth on the schedule hereto, on December 1, 2006. Interest Payment Dates: June 1 and December 1, of each year, commencing June 1, 2002. Record Dates: May 15 and November 15 Dated: __________, 2001 ALARIS MEDICAL SYSTEMS, INC. By: -------------------------------------- Name: Title: By: -------------------------------------- Name: Title: Trustee's Certificate of Authentication This is one of the Notes referred to in the within-mentioned Indenture: HSBC BANK USA, as Trustee By: _____________________________ Dollars on December 15, 2007 Interest Payment Dates: June 15, and December 15 of each year, commencing December 15, 1998 Record Dates: June 1, and December 1 Dated: December ___, 1997 ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P. BY: ▇▇▇▇▇▇▇ MANAGEMENT COMPANY, INC. ITS GENERAL PARTNER By: ----------------------------- Name: Title: By: ----------------------------- Name: Title: ▇▇▇▇▇▇▇ FINANCE CORP. By: --------------------------------- Name: Title: By: --------------------------------- Name: Title: This is one of the Global Notes referred to in the within-mentioned Indenture: STATE STREET BANK AND TRUST COMPANY AS TRUSTEE By: -------------------------------- A1-1 Authorized Signatory (Back of Note) 10 1/811 5/8% Series A A/B Senior Secured Notes due 2007 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 DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. 2006 UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST ISSUERS (55 ▇▇▇▇▇ ▇▇▇▇▇▇COMPANY, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) A NEW YORK CORPORATION ("▇▇▇DTC"), TO THE ISSUERS ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. ., OR IN SUCH OTHER NAME AS MAY BE IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. ., OR TO SUCH OTHER ENTITY AS MAY BE IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL WRONGFUL, INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. . (1) THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER ▇▇▇▇▇▇▇ ▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ SECURITIES ACT OF 1933 1933, AS AMENDED (THE "SECURITIES ACT"), AND THE OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY EVIDENCED HEREBY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY NOT BE OFFERED, SOLD SOLD, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE TRANSFERRED DISPOSED OF, IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY UNLESS SUCH TRANSACTION IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED IN RULE 144A THEREUNDEREXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION. THE HOLDER OF THE THIS SECURITY EVIDENCED HEREBY BY ITS ACCEPTANCE HEREOF AGREES FOR THE BENEFIT OF THE ISSUERS THAT TO (A) SUCH SECURITY MAY BE RESOLDOFFER, PLEDGED SELL, PLEDGE, OR OTHERWISE TRANSFER THIS SECURITY ONLY (1)(a1) TO ALARIS, (2) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (3) TO A PERSON WHO THE SELLER IT REASONABLY BELIEVES IS A QUALIFIED "QUALI- (1) This pargraph should be included if the Note is issued in global form. FIED INSTITUTIONAL BUYER (BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A 144A, (4) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 904 UNDER THE SECURITIES ACT, (b5) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (a)(1), (2), (3) or (7) OF RULE 501 UNDER THE SECURITIES ACT 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 (d6) IN ACCORDANCE WITH ANOTHER PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON ON AN OPINION OF COUNSEL IF THE ISSUERS ALARIS SO REQUESTREQUESTS), (2) TO ONE SUBJECT IN EACH OF THE ISSUERS OR (3) PURSUANT FOREGOING CASES 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 THAT IT 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. Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

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 will in no way modify or restrict any of the terms or provisions hereof. [Signatures on following page] 109 SIGNATURES Dated as of December ___June 17, 1997 2002 H&E EQUIPMENT SERVICES L.L.C. By: /s/ ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P BY▇▇▇▇▇ -------------------------------------- Name: ▇▇▇▇▇▇▇ MANAGEMENT COMPANY, INC. ITS GENERAL PARTNER By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ------------------------------- Name: Title: By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ------------------------------- Name: Title: ▇▇▇▇▇▇▇ Senior Vice President, Finance and Secretary H&E FINANCE CORP. By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ -------------------------------------- Name: ▇▇▇▇▇▇▇ ------------------------------- Name: ▇▇▇▇▇ Title: AttestSenior Vice President, Finance and Secretary GNE INVESTMENTS, INC. By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ -------------------------------------- Name: ▇▇▇▇▇▇▇ --------------------------------- STATE STREET BANK AND TRUST COMPANY BY▇▇▇▇▇ Title: Secretary GREAT NORTHERN EQUIPMENT, INC. By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ -------------------------------------- Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Secretary THE BANK OF NEW YORK, AS TRUSTEE By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ------------------------------- -------------------------------------- Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ Title: VICE PRSIDENT AttestAuthorized Signatory 110 SCHEDULE I SCHEDULE OF GUARANTORS The following schedule lists each Guarantor under the Indenture as of the date of the Indenture: --------------------------------- GNE Investments, Inc. Great Northern Equipment, Inc. I-1 EXHIBIT A-1 (A1 [Face of Note) 10 1/8% Series A Senior Notes due 2007 No._____ CUSIP NO.] -------------------------------------------------------------------------------- CUSIP/CINS ____________ 11 1/8% Senior Secured Notes due 2012 No. ___ $_____________ ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P. and ▇▇▇▇▇▇▇ H&E EQUIPMENT SERVICES L.L.C. H&E FINANCE CORP. promise promises to pay to______________________________________________ to CEDE & CO. or registered assigns, the principal sum of____________________________________________________________ Dollars on December June 15, 2007 2012. Interest Payment Dates: June 15, 15 and December 15 of each year, commencing December 15, 1998 Record Dates: June 1, 1 and December 1 Dated: December ___, 1997 ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P. BY: ▇▇▇▇▇▇▇ MANAGEMENT COMPANY, INCH&E EQUIPMENT SERVICES L.L.C. H&E FINANCE CORP. ITS GENERAL PARTNER By: ----------------------------- By: -------------------------------- --------------------------------- Name: Name: Title: Title: By: ----------------------------- By: -------------------------------- --------------------------------- Name: Name: Title: ▇▇▇▇▇▇▇ FINANCE CORP. By: --------------------------------- Name: Title: By: --------------------------------- Name: Title: This is one of the Global Notes referred to in the within-mentioned Indenture: STATE STREET THE BANK AND TRUST COMPANY AS TRUSTEE OF NEW YORK, as Trustee By: -------------------------------- ------------------------------- Authorized Signatory Dated: _____________, 2002 -------------------------------------------------------------------------------- A1-1 ([Back of Note) 10 ] 11 1/8% Series A Senior Secured Notes due 2007 UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM2012 [INSERT THE GLOBAL NOTE LEGEND, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY IF APPLICABLE PURSUANT TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST ISSUERS (55 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) ("▇▇▇"), TO THE ISSUERS 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. THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER ▇▇▇▇▇▇▇ ▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ 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 THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 THE INDENTURE] [INSERT THE PRIVATE PLACEMENT LEGEND, IF APPLICABLE PURSUANT TO THE PROVISIONS OF THE SECURITIES ACT PROVIDED IN RULE 144A THEREUNDER. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE ISSUERS THAT (A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE 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 UNDER THE SECURITIES ACT, (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 ISSUERS SO REQUEST), (2) TO ONE OF THE ISSUERS 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. INDENTURE] Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

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. Dated as of December ___[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] SIGNATURES WHEELING ISLAND GAMING, 1997 INC. By: --------------------------------------------- Name: Scott L. Cooper Title: President GUARANTORS: WDRA FOOD SERV▇▇▇, ▇▇▇▇ FAMILY RESTAURANTS, L.P BY: ▇▇▇▇▇▇▇ MANAGEMENT COMPANY, INC. ITS GENERAL PARTNER By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ------------------------------- : --------------------------------------------- Name: Scott L. Cooper Title: By: /s/ President WHEELING LAND DEVELOPMENT CO▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ------------------------------- : --------------------------------------------- Name: Ronald A. Sultemeier Title: President U.S. BANK, N.A. as ▇▇▇▇▇▇▇ FINANCE CORP. By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ------------------------------- Name: Title: Attest: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ --------------------------------- STATE STREET BANK AND TRUST COMPANY BY: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ------------------------------- : --------------------------------------------- Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Frank P. Leslie Title: VICE PRSIDENT Attest: --------------------------------- Vice President 89 EXHIBIT A-1 (A1 [Face of Note) 10 1/8% Series A Senior Notes due 2007 ] CUSIP 963129AA9 No._____ CUSIP NO.__. _______ **$_____________ ▇▇▇▇▇▇▇ FAMILY RESTAURANTS22,900,000** ------------ WHEELING ISLAND GAMING, L.P. and ▇▇▇▇▇▇▇ FINANCE CORP. promise INC. 10 1 8% Senior Notes due 2009 Issue Date: December 19, 2001 Wheeling Island Gaming, Inc., a Delaware corporation (the "COMPANY", which term includes any successor under this Indenture hereinafter referred to), for value received, promises to pay to______________________________________________ to CEDE & CO., or its registered assigns, the principal sum of___________________________________________ Dollars of ONE HUNDRED TWENTY TWO MILLION NINE HUNDRED THOUSAND DOLLARS ($122,900,000) on December 15, 2007 2009. Interest Payment Dates: June 15, 15 and December 15 of each year, commencing December 15, 1998 commencing June 15, 2002. Record Dates: June 1, 1 and December 1 Dated: December ___1. Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, 1997 ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P. BY: ▇▇▇▇▇▇▇ MANAGEMENT COMPANY, INC. ITS GENERAL PARTNER By: ----------------------------- Name: Title: By: ----------------------------- Name: Title: ▇▇▇▇▇▇▇ FINANCE CORP. By: --------------------------------- Name: Title: By: --------------------------------- Name: Title: This is one of the Global Notes referred to in the within-mentioned Indenture: STATE STREET BANK AND TRUST COMPANY AS TRUSTEE By: -------------------------------- A1-1 (Back of Note) 10 1/8% Series A Senior Notes due 2007 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 DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST ISSUERS (55 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) ("▇▇▇"), TO THE ISSUERS 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. THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER ▇▇▇▇▇▇▇ ▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ 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 THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED IN RULE 144A THEREUNDER. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE ISSUERS THAT (A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE 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 UNDER THE SECURITIES ACT, (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 ISSUERS SO REQUEST), (2) TO ONE OF THE ISSUERS 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. Capitalized terms used herein which further provisions shall for all purposes have the meanings assigned to them in the Indenture referred to below unless otherwise indicatedsame effect as if set forth at this place.

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 will in no way modify or restrict any of the terms or provisions hereof. Dated as of December ___July 1, 1997 2003 DANKA BUSINESS SYSTEMS PLC By: /s/ ▇. ▇▇▇▇ ▇▇▇▇▇▇, III ------------------------------------- Name: ▇. ▇▇▇▇ FAMILY RESTAURANTS, L.P BY: ▇▇▇▇▇▇, III Title: Chief Executive Officer and Chairman DANKA HOLDING COMPANY AMERICAN BUSINESS CREDIT CORPORATION DANKA MANAGEMENT II COMPANY, INC. ▇▇▇▇▇▇ ENTERPRISES, INC. OF SOUTH FLORIDA D.I. INVESTMENT MANAGEMENT, INC. QUALITY BUSINESS, INC. DANKA MANAGEMENT COMPANY, INC. ITS GENERAL PARTNER CORPORATE CONSULTING GROUP, INC. DANKA IMAGING DISTRIBUTION, INC. DANKA OFFICE IMAGING COMPANY By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ -------------------------------------- Name: ▇▇▇▇▇ ------------------------------- Name: ▇. ▇▇▇▇▇▇ Title: Vice President DANKALUX S.A ▇.▇. By: /s/ ▇▇▇▇ ▇▇▇▇▇▇ -------------------------------------- Name: ▇▇▇▇ ▇▇▇▇▇▇ Title: Manager 100 DANKA UK PLC By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ -------------------------------------- Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Secretary 101 DANKA SERVICES INTERNATIONAL LTD. By: /s/ ▇▇▇▇ ▇▇▇▇▇▇ -------------------------------------- Name: ▇▇▇▇ ▇▇▇▇▇▇ Title: Secretary 102 DANKA BUSINESS FINANCE LTD. DANKA CANADA INC. KALMARA INC. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ -------------------------------------- Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Vice President 103 DANKA AUSTRALASIA PTY LIMITED DANKA AUSTRALIA PTY LIMITED DANKA TOWER PTY LTD DANKA DISTRIBUTORS PTY LTD DANKA DATAKEY PTY LTD DATAKEY ALCATEL PTY. LTD. DANKA SYSTEMS PTY LIMITED By: * -------------------------------------- Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Director * By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ------------------------------------ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Pursuant to Power of Attorney 104 HSBC BANK USA, as Trustee By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ------------------------------- Name-------------------------------------- Authorized Signatory 105 Schedule I SCHEDULE OF GUARANTORS The following schedule lists each Guarantor under the Indenture as of the date of the Indenture: Title: DANKA AUSTRALASIA PTY LIMITED DANKA AUSTRALIA PTY LIMITED DANKA TOWER PTY LTD DANKA DISTRIBUTORS PTY LTD DANKA DATAKEY PTY LTD DATAKEY ALCATEL PTY. LTD. DANKA SYSTEMS PTY LIMITED DANKA BUSINESS FINANCE LTD. DANKA CANADA INC. KALMARA INC. DANKALUX S.A ▇.▇. ▇▇▇▇▇ UK PLC DANKA SERVICES INTERNATIONAL LTD. DANKA HOLDING COMPANY AMERICAN BUSINESS CREDIT CORPORATION DANKA MANAGEMENT II COMPANY, INC. ▇▇▇▇▇▇ FINANCE CORPENTERPRISES, INC. ByOF SOUTH FLORIDA D.I. INVESTMENT MANAGEMENT, INC. QUALITY BUSINESS, INC. DANKA MANAGEMENT COMPANY, INC. CORPORATE CONSULTING GROUP, INC. DANKA IMAGING DISTRIBUTION, INC. DANKA OFFICE IMAGING COMPANY EXHIBIT A [Face of Note] -------------------------------------------------------------------------------- THIS SECURITY IS ISSUED WITH ORIGINAL ISSUE DISCOUNT UNDER SECTIONS 1272, 1273, AND 1275 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, AND IS SUBJECT TO THE RULES FOR DEBT INSTRUMENTS WITH CONTINGENT PAYMENTS UNDER TREASURY REGULATION Section 1.1275-4(b). FOR INFORMATION REGARDING THE ISSUE PRICE, THE AMOUNT OF ORIGINAL ISSUE DISCOUNT, THE ISSUE DATE, THE YIELD TO MATURITY, THE COMPARABLE YIELD AND PROJECTED PAYMENT SCHEDULE FOR THIS SECURITY, YOU SHOULD submit a written request for it to the Company at THE FOLLOWING ADDRESS: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ------------------------------- Name: Title: Attest: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ --------------------------------- STATE STREET BANK AND TRUST COMPANY BY: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ------------------------------- Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: VICE PRSIDENT Attest: --------------------------------- EXHIBIT A-1 (Face of Note) 10 1/8% Series A Senior Notes due 2007 No._____ CUSIP NO._________ $_____________ ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P. and ▇▇▇▇▇▇▇ FINANCE CORP. promise to pay to______________________________________________ or registered assigns, the principal sum of___________________________________________ Dollars on December 15, 2007 Interest Payment Dates: June 15, and December 15 of each year, commencing December 15, 1998 Record Dates: June 1, and December 1 Dated: December ___, 1997 ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P. BY: ▇▇▇▇▇▇▇ MANAGEMENT COMPANY, INC. ITS GENERAL PARTNER By: ----------------------------- Name: Title: By: ----------------------------- Name: Title: ▇▇▇▇▇▇▇ FINANCE CORP. By: --------------------------------- Name: Title: By: --------------------------------- Name: Title: This is one of the Global Notes referred to in the within-mentioned Indenture: STATE STREET BANK AND TRUST COMPANY AS TRUSTEE By: -------------------------------- A1-1 (Back of Note) 10 1/8% Series A Senior Notes due 2007 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 DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST ISSUERS (55 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) ("▇▇▇"), TO THE ISSUERS 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. THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER ▇▇▇▇▇▇▇ ▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ 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 THEREFROMATTENTION: ▇▇▇▇ ▇▇▇▇▇▇. EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED IN RULE 144A THEREUNDER. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE ISSUERS THAT (A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE 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 UNDER THE SECURITIES ACT, (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 ISSUERS SO REQUEST), (2) TO ONE OF THE ISSUERS 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. Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.CUSIP/CINS ------------

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table Contents 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 will in no way modify or restrict any of the terms or provisions hereof. (Signatures on following page) SIGNATURES Dated as of December ___February 9, 1997 ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P BY: ▇▇▇▇▇▇▇ MANAGEMENT COMPANY, INC. ITS GENERAL PARTNER 2004 SGL CARBON LUXEMBOURG S.A. By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ------------------------------- Name: Title: By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ------------------------------- Name: Title: ▇▇▇▇▇▇▇ FINANCE CORP. By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ------------------------------- Name: Title: Attest: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ --------------------------------- STATE STREET BANK AND TRUST COMPANY BY: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ------------------------------- Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: VICE PRSIDENT Attest: --------------------------------- EXHIBIT A-1 (Face of Note) 10 1/8% Series A Senior Notes due 2007 No._____ CUSIP NO._________ $_____________ ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P. and ▇▇▇▇▇▇▇ FINANCE CORP. promise to pay to______:________________________________________ or registered assigns, the principal sum of___Name: Title: SGL CARBON AKTIENGESELLSCHAFT By:________________________________________ Dollars on December 15, 2007 Interest Payment Dates: June 15, and December 15 of each year, commencing December 15, 1998 Record Dates: June 1, and December 1 Dated: December ___, 1997 ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P. BY: ▇▇▇▇▇▇▇ MANAGEMENT COMPANY, INC. ITS GENERAL PARTNER By: ----------------------------- Name: Title: By: ----------------------------- :________________________________________ Name: Title: ▇▇▇▇▇▇▇ FINANCE CORP. SGL CARBON S.A. By:________________________________________ Name: --------------------------------- Title: SGL CARBON LLC By:________________________________________ Name: Title: SGL CARBON GMBH By:________________________________________ Name: Title: By: --------------------------------- :________________________________________ Name: Title: This is one of the Global Notes referred to in the within-mentioned IndentureSGL TECHNIC INC. By:________________________________________ Name: STATE STREET BANK AND TRUST COMPANY AS TRUSTEE Title: SGL ACOTEC GMBH By:________________________________________ Name: -------------------------------- A1-1 (Back of Note) 10 1/8% Series A Senior Notes due 2007 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 DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST ISSUERS (55 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) ("▇▇▇"), TO THE ISSUERS OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE Title: By:________________________________________ Name: Title: SGL CARBON GMBH & CO. OR SUCH OTHER NAME By:________________________________________ Name: Title: SGL ACOTEC S.A.S. By:________________________________________ Name: Title: SGL CARBON S.P.A. By:________________________________________ Name: Title: THE BANK OF NEW YORK as Trustee By:________________________________________ Name: Title: THE BANK OF NEW YORK as Security Agent By:________________________________________ Name: Title: EXHIBIT A FORM OF GLOBAL NOTE [FACE OF NOTE] [Insert 144A Legend or Regulation S Legend, if applicable pursuant to the provisions of the Indenture] [Insert Dutch Legend] THIS GLOBAL NOTE IS HELD BY THE COMMON DEPOSITARY (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 DEFINED IN THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER ▇▇▇▇▇▇▇ ▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ SECURITIES ACT OF 1933 INDENTURE GOVERNING THIS NOTE (THE "SECURITIES ACTINDENTURE"), AND THE SECURITY EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD ) OR OTHERWISE TRANSFERRED ITS NOMINEE IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED IN RULE 144A THEREUNDER. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES CUSTODY FOR THE BENEFIT OF THE ISSUERS BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (AI) SUCH SECURITY THIS GLOBAL NOTE MAY BE RESOLD, PLEDGED OR OTHERWISE ONLY EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE AND (1)(aII) 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 UNDER THE SECURITIES ACT, (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) THIS GLOBAL NOTE MAY BE DELIVERED IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS SECTION 2.06(I) OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF INDENTURE TO THE ISSUERS SO REQUEST), (2) REGISTRAR FOR CANCELLATION PURSUANT TO ONE SECTION 2.11 OF THE ISSUERS 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) ABOVEINDENTURE. Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.SGL CARBON LUXEMBOURG S.A.

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 on following pages] SIGNATURES Dated as of December April 9, 1999 The IT Group, Inc. By:_________________________________ Name: Title: Alaska Remediation Services Corp. Beneco Enterprises, 1997 Inc. Fluor ▇▇▇▇▇▇ Environmental Services, Inc. GCAP Services, Inc. Gradient Corporation Groundwater Technology, Inc. IT C&V Operations, Inc. IT Corporation IT Corporation of North Carolina IT E&C Operations, Inc. IT Environmental and Facilities, Inc. IT International Holdings, Inc. IT International Investments, Inc. IT International Operations, Inc. IT Investment Holdings, Inc. IT Japan Services, Inc. IT Korea Services, Inc. IT Tulsa Holdings, Inc. Jellinek, ▇▇▇▇▇▇▇▇ FAMILY RESTAURANTSand ▇▇▇▇▇▇▇▇, L.P BY: Inc. JSC International, Inc. Landbank, Inc. Landbank Remediation Corp. Pacific Environmental Group Inc. PHR Environmental Consultants, Inc. Sielken, Inc. OHM Corporation OHM Remediation Services, Corp. ▇▇-▇▇ ▇▇▇▇▇▇▇ MANAGEMENT COMPANY▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, INCLLC Empire State I, LLC Empire State II LLC Kato Road LLC Landbank Environmental Properties LLC Northeast Restoration Company, LLC The Dorchester Group By:_________________________________ Name: ▇▇▇▇▇ ▇. ITS GENERAL PARTNER ▇▇▇▇ Title: Vice President 72 The Bank of New York, as Trustee By:_____________________________ Name: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ------------------------------- Name: Title: By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ------------------------------- Name: Title: ▇▇▇▇▇▇▇ FINANCE CORP. By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ------------------------------- Name: Title: Attest: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ --------------------------------- STATE STREET BANK AND TRUST COMPANY BY: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ------------------------------- Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: VICE PRSIDENT Attest: --------------------------------- EXHIBIT A-1 (Assistant Treasurer [Face of Note) 10 1/8% Series ] EXHIBIT A Senior Notes due 2007 No._____ CUSIP NO._________ $_____________ ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P. and ▇▇▇▇▇▇▇ FINANCE CORP. promise to pay to____________________________________________________________________ or registered assigns, the principal sum ofCUSIP ______________________________ ISIN ______________ Dollars on December 15, 2007 Interest Payment Dates: June 15, and December 15 of each year, commencing December 15, 1998 Record Dates: June 1, and December 1 Dated: December 11 1/4% Senior Subordinated Notes due 2009 No. ___ $___, 1997 ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P. BY: ▇▇▇▇▇▇▇ MANAGEMENT COMPANY_________ THE IT GROUP, INC. ITS GENERAL PARTNER By: ----------------------------- Name: Title: By: ----------------------------- Name: Title: ▇▇▇▇▇▇▇ FINANCE CORP. By: --------------------------------- Name: Title: By: --------------------------------- Name: Title: This is one of the Global Notes referred promises to in the within-mentioned Indenture: STATE STREET BANK AND TRUST COMPANY AS TRUSTEE By: -------------------------------- A1-1 (Back of Note) 10 1/8% Series A Senior Notes due 2007 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 DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST ISSUERS (55 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) ("▇▇▇"), TO THE ISSUERS 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, pay to CEDE & CO., HAS AN INTEREST HEREIN. THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER ▇▇▇▇▇▇▇ ▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ SECURITIES ACT OF 1933 (THE "SECURITIES ACT")or registered assigns, AND THE SECURITY EVIDENCED HEREBY MAY NOT BE OFFEREDthe principal sum of DOLLARS on April 1, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED IN RULE 144A THEREUNDER. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE ISSUERS THAT (A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE 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 UNDER THE SECURITIES ACT, (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 ISSUERS SO REQUEST), (2) TO ONE OF THE ISSUERS 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. Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated2009.

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 will in no way modify or restrict any of the terms or provisions hereof. 83 SIGNATURES Dated as of December ___March 23, 1997 2005 CORRECTIONS CORPORATION ▇▇ ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P BY: ▇▇▇▇▇▇▇ MANAGEMENT COMPANY, INC. ITS GENERAL PARTNER By: /s/ /▇▇/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ------------------------------- ------------------------------------- Name: John D. Ferguson Title: By: /s/ Chief ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ------------------------------- Name: Title: ▇▇▇▇▇▇▇ FINANCE CORP. By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ------------------------------- Name: Title: Attest: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ --------------------------------- STATE STREET BANK AND TRUST COMPANY BY: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ------------------------------- r GUARANTORS: CCA OF TENNESSEE, LLC PRISON REALTY MANAGEMENT, INC. TECHNICAL AND BUSINESS INSTITUTE OF AMERICA, INC. CCA INTERNATIONAL, INC. CCA PROPERTIES OF AMERICA, LLC CCA PROPERTIES OF ARIZONA, LLC CCA PROPERTIES OF TENNESSEE, LLC CCA WESTERN PROPERTIES, INC. By /s/ John D. Ferguson ------------------------------------- Name: John D. Ferguson Title: Chief ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ r CCA PROPERTIES OF TEXAS, L.P. By /s/ John D. Ferguson ------------------------------------- Name: John D. Ferguson Title: VICE PRSIDENT Attest: --------------------------------- EXHIBIT A-1 (Face of Note) 10 1/8% Series A Senior Notes due 2007 No._____ CUSIP NO._________ $_____________ Chief ▇▇▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P. and ▇▇▇▇▇▇▇ FINANCE CORPr, CCA Properties of America, LLC, as General Partner TRANSCOR AMERICA, LLC By /s/ Todd J. Mullenger ------------------------------------- Name: Todd J. Mullenger Title: Vice ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇rer each as a Guarantor TRUSTEE: U.S. BANK NATIONAL ASSOCIATION By /s/ George Davison ------------------------------------- Name: George Davison Title: Officer Indenture Signature Page EXHIBIT A Face of Note CUSIP 6 1 4% Senior Notes due 2013 No. promise 1 $ CORRECTIONS CORPORATION OF AMERICA promises to pay to__________________________to CEDE & CO., or registered assigns, the principal sum of ____________________ or registered assigns, the principal sum of___________________________________________ Dollars on December March 15, 2007 2013. Interest Payment Dates: June 15, March 15 and December September 15 of each year, commencing December 15, 1998 Record Dates: June 1, March 1 and December September 1 Dated: December ___March 23, 1997 2005 CORRECTIONS CORPORATION ▇▇ ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P. BY: ▇▇▇▇▇▇▇ MANAGEMENT COMPANY, INC. ITS GENERAL PARTNER By: ----------------------------- Name: Title: By: ----------------------------- Name: Title: ▇▇▇▇▇▇▇ FINANCE CORP. By: --------------------------------- Name: Title: By: --------------------------------- ------------------------------------ Name: Title: This is one of the Global Notes referred to in the within-mentioned Indenture: STATE STREET BANK AND TRUST COMPANY AS TRUSTEE U.S. Bank NATIONAL ASSOCIATION, as Trustee By: -------------------------------- A1-1 (--------------------------------- Authorized Signatory Back of Note) 10 1/8% Series A Senior Notes due 2007 UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORMNote [Insert Global Note Legend, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST ISSUERS (55 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) ("▇▇▇"), TO THE ISSUERS 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. THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER ▇▇▇▇▇▇▇ ▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ 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 THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED IN RULE 144A THEREUNDER. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE ISSUERS THAT (A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE 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 UNDER THE SECURITIES ACT, (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 ISSUERS SO REQUEST), (2) TO ONE OF THE ISSUERS 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. if applicable pursuant to the provisions of the Indenture] Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

Table of Contents, Headings, etc. 84 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 will in no way modify or restrict any of the terms or provisions hereof. [Signatures on following pages] SIGNATURES Dated as of December ___May 8, 1997 ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P BY: ▇▇▇▇▇▇▇ MANAGEMENT COMPANY, INC. ITS GENERAL PARTNER 2003 JARDEN CORPORATION By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ------------------------------- ------------------------------------------ Name: Title: ALLTRISTA NEWCO CORPORATION By: /s/ ▇▇▇▇▇▇ ▇------------------------------------------ Name: Title: QUOIN CORPORATION By: ------------------------------------------ Name: Title: HEARTHMARK, INC. ▇▇▇▇▇▇▇ ------------------------------- By: ------------------------------------------ Name: Title: ALLTRISTA PLASTICS CORPORATION By: ------------------------------------------ Name: Title: ALLTRISTA ZINC PRODUCTS, L.P. By: Alltrista Newco Corporation, its General Partner By: ------------------------------------------ Name: Title: TILIA, INC. By: ------------------------------------------ Name: Title: TILIA DIRECT, Inc. By: ------------------------------------------ Name: Title: TILIA INTERNATIONAL, Inc. By: ------------------------------------------ Name: Title: ▇▇▇▇▇▇▇ FINANCE CORP. By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ------------------------------- Name: Title: Attest: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ --------------------------------- STATE STREET BANK AND TRUST COMPANY BY: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ------------------------------- By: ------------------------------------------ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: VICE PRSIDENT AttestSCHEDULE I SCHEDULE OF GUARANTORS The following schedule lists each Guarantor under the Indenture as of the date of the Indenture: --------------------------------- Alltrista Newco Corporation Quoin Corporation Hearthmark, Inc.* Alltrista Plastics Corporation** Alltrista Zinc Products, L.P.*** Tilia, Inc. Tilia Direct, Inc. Tilia International, Inc. * (DBA) Alltrista Consumer Products Company ** (DBA) Alltrista Unimark Plastics Company and Alltrista Industrial Plastics Company *** (DBA) Alltrista Zinc Products Company EXHIBIT A-1 (A [Face of Note) 10 1/8% Series A Senior Notes due 2007 No._____ CUSIP NO.] -------------------------------------------------------------------------------- CUSIP/CINS ____________ 9 3/4% Senior Subordinated Notes due 2012 No. ___ $_____________ ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P. and ▇▇▇▇▇▇▇ FINANCE CORP. promise JARDEN CORPORATION promises to pay to______________________________________________ to CEDE & CO. or registered assigns, the principal sum of__________________of _________________________ Dollars on December 15_____________, 2007 2012. Interest Payment Dates: June 15, ____________ and December 15 of each year, commencing December 15, 1998 ____________ Record Dates: June 1, ____________ and December 1 ____________ Dated: December _____, 1997 ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P. BY: ▇▇▇▇▇▇▇ MANAGEMENT COMPANY, INC. ITS GENERAL PARTNER 20__ JARDEN CORPORATION By: ----------------------------- Name: Title: By: ----------------------------- Name: Title: ▇▇▇▇▇▇▇ FINANCE CORP. By: --------------------------------- Name: Title: By: --------------------------------- ---------------------------------- Name: Title: This is one of the Global Notes referred to in the within-mentioned Indenture: STATE STREET THE BANK AND TRUST COMPANY AS TRUSTEE OF NEW YORK, as Trustee By: -------------------------------- A1-1 (Authorized Signatory -------------------------------------------------------------------------------- [Back of Note) 10 1/8] 9 3/4% Series A Senior Subordinated Notes due 2007 UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM2012 [Insert the Global Note Legend, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST ISSUERS (55 ▇▇▇▇▇ ▇▇▇▇▇▇if applicable pursuant to the provisions of the Indenture] [Insert the Private Placement Legend, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) ("▇▇▇"), TO THE ISSUERS 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. THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER ▇▇▇▇▇▇▇ ▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ 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 THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED IN RULE 144A THEREUNDER. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE ISSUERS THAT (A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE 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 UNDER THE SECURITIES ACT, (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 ISSUERS SO REQUEST), (2) TO ONE OF THE ISSUERS 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. if applicable pursuant to the provisions of the Indenture] Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

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 on following page] SIGNATURES Dated as of December ___March 31, 1997 1998 AMSC ACQUISITION COMPANY, INC. By: --------------------------------- Name: Title: AMERICAN MOBILE SATELLITE CORPORATION By: --------------------------------- Name: Title: AMERICAN MOBILE SATELLITE SALES CORPORATION By: --------------------------------- Name: Title: AMSC SALES CORPORATION LTD. By: --------------------------------- Name: Title: AMSC SUBSIDIARY CORPORATION By: --------------------------------- Name: Title: Indenture signature page(s) ▇▇▇▇▇ COMPANY By: --------------------------------- Name: Title: MOTOROLA ▇▇▇▇▇, INC. By: --------------------------------- Name: Title: MOTOROLA ▇▇▇▇▇ FAMILY RESTAURANTSACQUISITION, L.P BYINC. By: --------------------------------- Name: Title: ▇▇▇▇▇▇▇ MANAGEMENT COMPANY, INC. ITS GENERAL PARTNER HOLDING COMPANY By: /s/ ▇▇▇▇▇▇ ▇. --------------------------------- Name: Title: RADIO DATA NETWORK HOLDING CORPORATION By: --------------------------------- Name: Title: Indenture signature page(s) STATE STREET BANK AND TRUST COMPANY By: --------------------------------- Name: Title: Indenture signature page(s) EXHIBIT A1 (Face of Note) [INSERT THE GLOBAL NOTE LEGEND, IF APPLICABLE PURSUANT TO THE PROVISIONS OF THE INDENTURE] [INSERT THE PRIVATE PLACEMENT LEGEND, IF APPLICABLE PURSUANT TO THE PROVISIONS OF THE INDENTURE] CUSIP/CINS ▇▇▇▇▇▇▇▇▇ ------------------------------- Name: Title: By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ------------------------------- Name: Title: ▇▇▇▇▇▇▇ FINANCE CORP. By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ------------------------------- Name: Title: Attest: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ --------------------------------- STATE STREET BANK AND TRUST COMPANY BY: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ------------------------------- Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: VICE PRSIDENT Attest: --------------------------------- EXHIBIT A-1 (Face of Note) 10 1/812 1/4% [Series A A] [Series B] Senior Notes due 2007 2008 No._____ CUSIP NO._________ $_____________ ▇▇▇▇▇▇▇ FAMILY RESTAURANTS. $ AMSC ACQUISITION COMPANY, L.P. and ▇▇▇▇▇▇▇ FINANCE CORPINC. promise promises to pay to________________________________to ______________ or registered assigns, the principal sum of____________________________of _______________ Dollars on December 15, 2007 Interest Payment Dates: June 15, and December 15 of each year, commencing December 15, 1998 Record Dates: June April 1, and December 1 Dated: December ___, 1997 ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P. BY: ▇▇▇▇▇▇▇ MANAGEMENT COMPANY, INC. ITS GENERAL PARTNER By: ----------------------------- Name: Title: By: ----------------------------- Name: Title: ▇▇▇▇▇▇▇ FINANCE CORP. By: --------------------------------- Name: Title: By: --------------------------------- Name: Title: This is one of the Global Notes referred to in the within-mentioned Indenture: STATE STREET BANK AND TRUST COMPANY AS TRUSTEE By: -------------------------------- A1-1 (Back of Note) 10 1/8% Series A Senior Notes due 2007 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 DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST ISSUERS (55 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) ("▇▇▇"), TO THE ISSUERS 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 & CO2008., HAS AN INTEREST HEREIN. THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER ▇▇▇▇▇▇▇ ▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ 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 THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED IN RULE 144A THEREUNDER. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE ISSUERS THAT (A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE 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 UNDER THE SECURITIES ACT, (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 ISSUERS SO REQUEST), (2) TO ONE OF THE ISSUERS 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. Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

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 will in no way modify or restrict any of the terms or provisions hereof. SIGNATURES Dated as of December ___August 14, 1997 ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P BY: ▇▇▇▇▇▇▇ MANAGEMENT 2003 CALPINE CONSTRUCTION FINANCE COMPANY, INC. ITS GENERAL PARTNER L.P. By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ------------------------------- ZAMIR RAUF ------------------------------------------ Name: Zamir Rauf Title: By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ------------------------------- Name: Title: ▇▇▇▇▇▇▇ Vice President CCFC FINANCE CORP. By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ------------------------------- ZAMIR RAUF ------------------------------------------ Name: Zamir Rauf Title: AttestVice President CALPINE HERMISTON, LLC By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ --------------------------------- STATE STREET BANK AND TRUST COMPANY BYZAMIR RAUF ------------------------------------------ Name: Zamir Rauf Title: Vice President CPN HERMISTON, LLC By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ------------------------------- ZAMIR RAUF ------------------------------------------ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Zamir Rauf Title: VICE PRSIDENT AttestVice President HERMISTON POWER PARTNERSHIP By: --------------------------------- /s/ ZAMIR RAUF ------------------------------------------ Name: Zamir Rauf Title: Vice President 84 WILMINGTON TRUST FSB, as Trustee By: /s/ JAMES J. MCGINLEY ------------------------------------------ Name: James J. McGinley Title: V.P. Schedule I SCHEDULE OF GUARANTORS The following schedule lists each Guarantor under this Indenture as of the date hereof: EXHIBIT A-1 (A1 [Face of Note) 10 1/8% Series A Senior Notes due 2007 No._____ CUSIP NO._________ $] _____________ ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P. and ▇▇▇▇▇▇▇ FINANCE CORP. promise to pay to____________________________________________________________________ CUSIP/CINS ____________ Second Priority Senior Secured Floating Rate Notes due 2011 No. ___ $____________ CALPINE CONSTRUCTION FINANCE COMPANY, L.P. CCFC FINANCE CORP. promises to pay to [CEDE & CO.] ------------ or registered assigns, the principal sum ofof ___________________________________________________________ Dollars on December 15August 26, 2007 Interest Payment Dates: June 15, and December 15 of each year, commencing December 15, 1998 Record Dates: June 1, and December 1 Dated: December ___, 1997 ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P. BY: ▇▇▇▇▇▇▇ MANAGEMENT COMPANY, INC. ITS GENERAL PARTNER By: ----------------------------- Name: Title: By: ----------------------------- Name: Title: ▇▇▇▇▇▇▇ FINANCE CORP. By: --------------------------------- Name: Title: By: --------------------------------- Name: Title: This is one of the Global Notes referred to in the within-mentioned Indenture: STATE STREET BANK AND TRUST COMPANY AS TRUSTEE By: -------------------------------- A1-1 (Back of Note) 10 1/8% Series A Senior Notes due 2007 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 DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST ISSUERS (55 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) ("▇▇▇"), TO THE ISSUERS 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 & CO2011., HAS AN INTEREST HEREIN. THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER ▇▇▇▇▇▇▇ ▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ 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 THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED IN RULE 144A THEREUNDER. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE ISSUERS THAT (A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE 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 UNDER THE SECURITIES ACT, (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 ISSUERS SO REQUEST), (2) TO ONE OF THE ISSUERS 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. Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

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. [Indenture signature pages follow] [Indenture signature pages] Dated as of December _June __, 1997 2001 DURA OPERATING CORP. By: /s/ Davi▇ ▇▇. ▇▇▇▇▇ FAMILY RESTAURANTS, L.P BY---------------------------------- Name: Davi▇ ▇▇. ▇▇▇▇▇ MANAGEMENT COMPANYTitle: Vice President, Chief Financial Officer and Assistant Secretary DURA AUTOMOTIVE SYSTEMS, INC. ITS GENERAL PARTNER By: /s/ Davi▇ ▇. ▇▇▇▇▇ ---------------------------------- Name: Davi▇ ▇. ▇▇▇▇▇ Title: Vice President, Chief Financial Officer and Assistant Secretary UNIVERSAL TOOL & STAMPING COMPANY INC. DURA AUTOMOTIVE SYSTEMS CABLE OPERATIONS, INC. ADWEST ELECTRONICS, INC. DURA AUTOMOTIVE SYSTEMS OF INDIANA, INC. ATWO▇▇ ▇▇▇OMOTIVE INC. MARK ▇ ▇OLDED PLASTICS OF TENNESSEE, INC. ATWO▇▇ ▇▇▇ILE PRODUCTS, INC. By: /s/ Davi▇ ▇. ▇▇▇▇▇ ---------------------------------- Name: Davi▇ ▇. ▇▇▇▇▇ Title: President, Chief Financial Officer and Treasurer U.S. BANK TRUST NATIONAL ASSOCIATION By: /s/ Rich▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ------------------------------- ---------------------------------- Name: Title: By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ------------------------------- Name: Title: ▇▇▇▇▇▇▇ FINANCE CORP. By: /s/ ▇▇▇Rich▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ------------------------------- Name: Title: Attest: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ --------------------------------- STATE STREET BANK AND TRUST COMPANY BY: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ------------------------------- Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: VICE PRSIDENT Attest: --------------------------------- Vice President 95 EXHIBIT A-1 A (Face of Note) 10 1/8% Series A Senior Notes due 2007 No._____ ================================================================================ CUSIP NO._____________ ISIN _____________ [Series C][Series D] 9% Senior Subordinated Notes due 2009 No. ___ $_____________ ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P. and ▇▇▇▇▇▇▇ FINANCE DURA OPERATING CORP. promise promises to pay to_______________to CEDE & CO., or registered assigns, the principal sum indicated on the schedule of Increases or Decreases in Global Note attached hereto on May 1, 2009. Interest Payment Dates: May 1 and November 1, commencing November 1, 2001. Record Dates: April 15 and October 15. Dated: June 22, 2001 DURA OPERATING CORP. By: _______________________________ or registered assigns, the principal sum of____________Name: Title: By: _______________________________ Dollars on December 15, 2007 Interest Payment Dates: June 15, and December 15 of each year, commencing December 15, 1998 Record Dates: June 1, and December 1 Dated: December ___, 1997 ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P. BY: ▇▇▇▇▇▇▇ MANAGEMENT COMPANY, INC. ITS GENERAL PARTNER By: ----------------------------- Name: Title: By: ----------------------------- Name: Title: ▇▇▇▇▇▇▇ FINANCE CORP. By: --------------------------------- Name: Title: By: --------------------------------- Name: Title: This is one of the Global Notes referred to in the within-mentioned Indenture: STATE STREET U.S. BANK AND TRUST COMPANY AS TRUSTEE NATIONAL ASSOCIATION By: -------------------------------- A1-1 (Back of Note) 10 1/8_______________________________ Authorized Signatory Dated: June 22, 2001 ================================================================================ [Series C][Series D] 9% Series A Senior Subordinated Notes due 2007 UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS 2009 THE NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST ISSUERS (55 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) ("▇▇▇"), TO THE ISSUERS 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. THE SECURITY (OR ITS PREDECESSORPREDECESSORS) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER ▇▇▇▇SECT▇▇▇ ▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ SECURITIES ▇▇▇URITIES ACT OF 1933 (THE "SECURITIES ACT")1933, AS AMENDED, AND THE SECURITY NOTE EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THE SECURITY NOTE EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED IN BY RULE 144A THEREUNDERTHEREUNDER OR ANOTHER EXEMPTION UNDER THE SECURITIES ACT. THE HOLDER OF THE SECURITY NOTE EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE ISSUERS COMPANY THAT (A) SUCH SECURITY NOTE MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (1)(aI) (A) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) ), PURCHASING FOR ITS OWN ACCOUNT IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A UNDER THE SECURITIES ACT, (bB) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER OF THE SECURITIES ACT, (cC) OUTSIDE THE UNITED STATES TO A FOREIGN PERSON IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, ACT OR (dD) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT PROVIDED THAT IN THE CASE OF A TRANSFER PURSUANT TO CLAUSE (D) SUCH TRANSFER IS EFFECTED BY THE DELIVERY TO THE TRANSFEREE OF DEFINITIVE SECURITIES REGISTERED IN ITS NAME (OR ITS NOMINEES NAME) IN THE BOOKS MAINTAINED BY THE REGISTRAR, AND IS SUBJECT TO THE RECEIPT BY THE REGISTRAR (AND BASED UPON THE COMPANY, IF THEY SO REQUEST) OF A CERTIFICATION OF THE TRANSFEROR AND AN OPINION OF COUNSEL IF TO THE ISSUERS SO REQUEST)EFFECT THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT, (2II) TO ONE OF THE ISSUERS COMPANY OR (3III) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT 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 NOTE EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN (A) ABOVE. Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicatedTHIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.07 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(A) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE, AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.

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. Dated as of December ___August 5, 1997 2003 WCI COMMUNITIES, INC. By: /s/ James D. Cullen -------------------------------------- Name: James D. Cullen Title: Vice Pr▇▇▇▇▇▇▇ FAMILY RESTAURANTSBAY COLONY-GATEWAY, L.P BYINC. By: /s/ James D. Cullen -------------------------------------- Name: James D. Cullen Title: Vice Pr▇▇▇▇▇▇▇ MANAGEMENT COMPANYCOMMUNITY SPECIALIZED SERVICES, INC. ITS GENERAL PARTNER By: /s/ ▇▇▇▇▇▇ ▇. ▇▇James D. Cullen -------------------------------------- Name: James D. Cullen Title: Vice Pr▇▇▇▇▇▇▇ ------------------------------- Name: Title: FINANCIAL RESOURCES GROUP, INC. By: /s/ ▇▇▇▇▇▇ ▇. James D. Cullen -------------------------------------- Name: James D. Cullen Title: Vice Pr▇▇▇▇▇▇▇ ------------------------------- FIRST FIDELITY TITLE, INC. By: /s/ James D. Cullen -------------------------------------- Name: James D. Cullen Title: Vice Pr▇▇▇▇▇▇▇ FINANCE CORPFLORIDA LIFESTYLE MANAGEMENT COMPANY By: /s/ James D. Cullen -------------------------------------- Name: James D. Cullen Title: Vice Pr▇▇▇▇▇▇▇ WCI CAPITAL CORPORATION By: /s/ James D. Cullen -------------------------------------- Name: James D. Cullen Title: Vice Pr▇▇▇▇▇▇▇ LIVINGSTON ROAD, INC. By: /s/ ▇▇▇▇▇▇ ▇. ▇▇Cullen -------------------------------------- Name: James D. Cullen Title: Vice Pr▇▇▇▇▇▇▇ ------------------------------- SUN CITY CENTER GOLF PROPERTIES, INC. By: /s/ James D. Cullen -------------------------------------- Name: James D. Cullen Title: Attest: /s/ ▇▇▇▇▇▇ ▇. Vice Pr▇▇▇▇▇▇▇ --------------------------------- STATE STREET BANK AND TRUST COMPANY BYSUN CITY CENTER REALTY, INC. By: /s/ ▇▇▇▇▇▇ ▇James D. Cullen -------------------------------------- Name: James D. Cullen Title: Vice Pr▇▇▇▇▇▇▇ ------------------------------- WATERMARK REALTY, INC. By: /s/ James D. Cullen -------------------------------------- Name: ▇▇▇▇▇▇ ▇James D. Cullen Title: Vice Pr▇▇▇▇▇▇▇ THE COLONY AT PELICAN LANDING GOLF CLUB, INC. By: /s/ James D. Cullen -------------------------------------- Name: James D. Cullen Title: VICE PRSIDENT Attest: --------------------------------- EXHIBIT A-1 (Face of Note) 10 1/8% Series A Senior Notes due 2007 No._____ CUSIP NO._________ $_____________ Vice Pr▇▇▇▇▇▇▇ FAMILY RESTAURANTSCOMMUNITIES AMENITIES, L.P. and INC. By: /s/ James D. Cullen -------------------------------------- Name: James D. Cullen Title: Vice Pr▇▇▇▇▇▇▇ FINANCE CORPCOMMUNITIES HOME BUILDERS, INC. promise to pay to______________________________________________ or registered assigns, the principal sum of___________________________________________ Dollars on December 15, 2007 Interest Payment DatesBy: June 15, and December 15 of each year, commencing December 15, 1998 Record Dates/s/ James D. Cullen -------------------------------------- Name: June 1, and December 1 DatedJames D. Cullen Title: December ___, 1997 Vice Pr▇▇▇▇▇▇▇ FAMILY RESTAURANTSGATEWAY COMMUNICATIONS SERVICES, L.P. BYINC. By: /s/ James D. Cullen -------------------------------------- Name: James D. Cullen Title: Vice Pr▇▇▇▇▇▇▇ MANAGEMENT COMPANYJYC HOLDINGS, INC. ITS GENERAL PARTNER By: ----------------------------- /s/ James D. Cullen -------------------------------------- Name: James D. Cullen Title: By: ----------------------------- Name: Title: Vice Pr▇▇▇▇▇▇▇ FINANCE CORPMARBELLA AT PELICAN BAY, INC. By: --------------------------------- /s/ James D. Cullen -------------------------------------- Name: James D. Cullen Title: By: --------------------------------- Name: Title: This is one of the Global Notes referred to in the within-mentioned Indenture: STATE STREET BANK AND TRUST COMPANY AS TRUSTEE By: -------------------------------- A1-1 (Back of Note) 10 1/8% Series A Senior Notes due 2007 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 DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST ISSUERS (55 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) ("▇▇▇"), TO THE ISSUERS 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. THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER Vice Pr▇▇▇▇▇▇▇ ▇ PELICAN LANDING GOLF RESORT VENTURES, INC. By: /s/ James D. Cullen -------------------------------------- Name: James D. Cullen Title: Vice Pr▇▇ ▇▇▇ ▇▇▇▇▇▇ SARASOTA TOWER, INC. By: /s/ James D. Cullen -------------------------------------- Name: James D. Cullen Title: Vice Pr▇▇▇▇▇▇▇ SECURITIES ACT TARPON COVE YACHT & RACQUET CLUB, INC. By: /s/ James D. Cullen -------------------------------------- Name: James D. Cullen Title: Vice Pr▇▇▇▇▇▇▇ TIBURON GOLF VENTURES, INC. By: /s/ James D. Cullen -------------------------------------- Name: James D. Cullen Title: Vice Pr▇▇▇▇▇▇▇ WCI ARCHITECTURE & LAND PLANNING, INC. By: /s/ James D. Cullen -------------------------------------- Name: James D. Cullen Title: Vice Pr▇▇▇▇▇▇▇ WATERMARK REALTY REFERRAL, INC. By: /s/ James D. Cullen -------------------------------------- Name: James D. Cullen Title: Vice Pr▇▇▇▇▇▇▇ WCI COMMUNITIES PROPERTY MANAGEMENT, INC. By: /s/ James D. Cullen -------------------------------------- Name: James D. Cullen Title: Vice Pr▇▇▇▇▇▇▇ WCI GOLF GROUP, INC. By: /s/ James D. Cullen -------------------------------------- Name: James D. Cullen Title: Vice Pr▇▇▇▇▇▇▇ WCI REALTY, INC. By: /s/ James D. Cullen -------------------------------------- Name: James D. Cullen Title: Vice Pr▇▇▇▇▇▇▇ BAY COLONY REALTY ASSOCIATES, INC. By: /s/ James D. Cullen -------------------------------------- Name: James D. Cullen Title: Vice Pr▇▇▇▇▇▇▇ BAY COLONY OF 1933 (NAPLES, INC. By: /s/ James D. Cullen -------------------------------------- Name: James D. Cullen Title: Vice Pr▇▇▇▇▇▇▇ CORAL RIDGE COMMUNITIES, INC. By: /s/ James D. Cullen -------------------------------------- Name: James D. Cullen Title: Vice Pr▇▇▇▇▇▇▇ CORAL RIDGE PROPERTIES, INC. By: /s/ James D. Cullen -------------------------------------- Name: James D. Cullen Title: Vice Pr▇▇▇▇▇▇▇ CORAL RIDGE REALTY, INC. By: /s/ James D. Cullen -------------------------------------- Name: James D. Cullen Title: Vice Pr▇▇▇▇▇▇▇ CORAL RIDGE REALTY SALES, INC. By: /s/ James D. Cullen -------------------------------------- Name: James D. Cullen Title: Vice Pr▇▇▇▇▇▇▇ FLORIDA NATIONAL PROPERTIES, INC. By: /s/ James D. Cullen -------------------------------------- Name: James D. Cullen Title: Vice Pr▇▇▇▇▇▇▇ GATEWAY COMMUNITIES, INC. By: /s/ James D. Cullen -------------------------------------- Name: James D. Cullen Title: Vice Pr▇▇▇▇▇▇▇ GATEWAY REALTY SALES, INC. By: /s/ James D. Cullen -------------------------------------- Name: James D. Cullen Title: Vice Pr▇▇▇▇▇▇▇ HERON BAY, INC. By: /s/ James D. Cullen -------------------------------------- Name: James D. Cullen Title: Vice Pr▇▇▇▇▇▇▇ HERON BAY GOLF COURSE PROPERTIES, INC. By: /s/ James D. Cullen -------------------------------------- Name: James D. Cullen Title: Vice Pr▇▇▇▇▇▇▇ PELICAN BAY PROPERTIES, INC. By: /s/ James D. Cullen -------------------------------------- Name: James D. Cullen Title: Vice Pr▇▇▇▇▇▇▇ PELICAN LANDING COMMUNITIES, INC. By: /s/ James D. Cullen -------------------------------------- Name: James D. Cullen Title: Vice Pr▇▇▇▇▇▇▇ PELICAN LANDING PROPERTIES, INC. By: /s/ James D. Cullen -------------------------------------- Name: James D. Cullen Title: Vice Pr▇▇▇▇▇▇▇ PELICAN MARSH PROPERTIES, INC. By: /s/ ▇▇▇es D. Cullen -------------------------------------- Name: James D. Cullen Title: Vice Pr▇▇▇▇▇▇▇ TARPON COVE REALTY, INC. By: /s/ James D. Cullen -------------------------------------- Name: James D. Cullen Title: Vice Pr▇▇▇▇▇▇▇ WCI HOMES, INC. By: /s/ James D. Cullen -------------------------------------- Name: James D. Cullen Title: Vice Pr▇▇▇▇▇▇▇ COMMUNITIES FINANCE COMPANY, LLC By: /s/ James D. Cullen -------------------------------------- Name: James D. Cullen Title: Vice Pr▇▇▇▇▇▇▇ FLORIDA DESIGN COMMUNITIES, INC. By: /s/ James D. Cullen -------------------------------------- Name: James D. Cullen Title: Vice Pr▇▇▇▇▇▇▇ THE "SECURITIES ACT")BANK OF NEW YORK as Trustee By: /s/ Paul Schmalzel ------------------------------------ Name: Paul Schmalzel Title: Vice Pre▇▇▇▇▇▇ EXHIBIT A [Insert the Global Note Legend, AND THE SECURITY EVIDENCED HEREBY MAY NOT BE OFFEREDif applicable pursuant to the provisions of the Indenture] [Insert the Private Placement Legend, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE if applicable pursuant to the provisions of the Indenture] [FACE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROMNOTE] ================================================================================ CUSIP No. EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED IN RULE 144A THEREUNDER. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE ISSUERS THAT (A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE 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 UNDER THE SECURITIES ACT, (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 ISSUERS SO REQUEST), (2) TO ONE OF THE ISSUERS 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. Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicatedISIN No.

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. 81 82 SIGNATURES Dated as of December ___August 8, 1997 ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P BY: ▇▇▇▇▇▇▇ MANAGEMENT COMPANY, INC. ITS GENERAL PARTNER ALLIANCE GAMING CORPORATION By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ------------------------------- Name: Title: By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ------------------------------- Name: Title: ▇▇▇▇▇▇▇ FINANCE CORP. By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ------------------------------- Name: Title: Attest: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ --------------------------------- STATE STREET BANK AND TRUST COMPANY BY: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ------------------------------- Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: VICE PRSIDENT Attest: --------------------------------- EXHIBIT A-1 (Face of Note) 10 1/8% Series A Senior Notes due 2007 No._____ CUSIP NO._________ $_____________ ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P. and ▇▇▇▇▇▇▇ FINANCE CORP. promise to pay to________:______________________________________ or registered assignsName: Scot▇ ▇▇▇▇▇▇▇▇▇▇▇▇ Title: Senior Vice President - Finance, the principal sum ofChief Financial Officer and Treasurer Attest: ___________________________ (SEAL) Dated as of August 8, 1997 APT GAMES, INC. By:______________________________________ Dollars on December 15, 2007 Interest Payment DatesName: June 15, and December 15 of each year, commencing December 15, 1998 Record Dates: June 1, and December 1 Dated: December ___, 1997 Scot▇ ▇▇▇▇▇▇▇▇▇▇▇▇ FAMILY RESTAURANTSTitle: Treasurer Attest: ___________________________ (SEAL) Dated as of August 8, L.P. BY1997 UNITED COIN MACHINE CO. By:______________________________________ Name: Scot▇ ▇▇▇▇▇▇▇▇▇▇▇▇ MANAGEMENT COMPANY, INC. ITS GENERAL PARTNER Title: Treasurer Attest: ___________________________ (SEAL) By: ----------------------------- :______________________________________ Name: Title: By: ----------------------------- Name: Title: Scot▇ ▇▇▇▇▇▇▇▇▇▇▇▇ FINANCE CORP. Title: Treasurer Attest: ___________________________ (SEAL) Dated as of August 8, 1997 ALLIANCE HOLDING COMPANY By: --------------------------------- :______________________________________ Name: Title: By: --------------------------------- Name: Title: This is one of the Global Notes referred to in the within-mentioned Indenture: STATE STREET BANK AND TRUST COMPANY AS TRUSTEE By: -------------------------------- A1-1 (Back of Note) 10 1/8% Series A Senior Notes due 2007 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 DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST ISSUERS (55 ▇▇▇▇Scot▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ Title: Treasurer Attest: ___________________________ (SEAL) Dated as of August 8, 1997 BALLY GAMING INTERNATIONAL, INC. By:______________________________________ Name: Scot▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) ("▇▇▇"), TO THE ISSUERS 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. THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER ▇▇▇▇▇▇▇ ▇ ▇▇ ▇▇Title: Treasurer Attest: ___________________________ (SEAL) Dated as of August 8, 1997 BALLY GAMING, INC. By:______________________________________ Name: Scot▇ ▇▇▇▇▇▇▇▇▇▇▇▇ Title: Treasurer Attest: ___________________________ (SEAL) By:______________________________________ Name: Scot▇ ▇▇▇▇▇▇▇▇▇▇▇▇ SECURITIES ACT OF 1933 Title: Treasurer Attest: ___________________________ (THE "SECURITIES ACT")SEAL) Dated as of August 8, AND THE SECURITY EVIDENCED HEREBY MAY NOT BE OFFERED1997 LOUISIANA VENTURES, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROMINC. EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED IN RULE 144A THEREUNDERBy:______________________________________ Name: Scot▇ ▇▇▇▇▇▇▇▇▇▇▇▇ Title: Treasurer Attest: ___________________________ (SEAL) Dated as of August 8, 1997 UNITED GAMING RAINBOW By:______________________________________ Name: Scot▇ ▇▇▇▇▇▇▇▇▇▇▇▇ Title: Treasurer Attest: ___________________________ (SEAL) Dated as of August 8, 1997 NATIVE AMERICAN INVESTMENT, INC. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE ISSUERS THAT By:______________________________________ Name: Scot▇ ▇▇▇▇▇▇▇▇▇▇▇▇ Title: Treasurer Attest: ___________________________ (ASEAL) SUCH SECURITY MAY BE RESOLDBy:______________________________________ Name: John ▇▇▇▇▇▇▇▇ Title: Vice President Attest: ___________________________ 86 EXHIBIT A (Face of Note) No. GR-1 $150,000,000 CUSIP #0185▇▇▇▇▇ ALLIANCE GAMING CORPORATION 10% [SERIES A][SERIES B] SENIOR SUBORDINATED NOTES DUE 2007 Alliance Gaming Corporation promises to pay to __________ or registered assigns the principal sum of one _____________________ Dollars on August 1, PLEDGED OR OTHERWISE 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 UNDER THE SECURITIES ACT, (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 ISSUERS SO REQUEST), (2) TO ONE OF THE ISSUERS 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. Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated2007.

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. Dated as of December ___May 27, 1997 ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P BY: ▇▇▇▇▇▇▇ MANAGEMENT COMPANY1998 PARK`N VIEW, INC. ITS GENERAL PARTNER ByBY: /s/ ▇▇▇Step▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ------------------------------- ---------------------------- Name: Title: By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ------------------------------- Name: Title: ▇▇▇▇▇▇▇ FINANCE CORP. By: /s/ ▇▇▇Step▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ------------------------------- Name: Title: Attest: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ --------------------------------- CFO, COO STATE STREET BANK AND TRUST COMPANY BYBy: /s/ ▇▇▇▇Stev▇▇ ▇▇▇▇▇▇▇▇ ------------------------------- ---------------------------- Name: ▇▇▇▇Stev▇▇ ▇▇▇▇▇▇▇▇ Title: VICE PRSIDENT Attest: --------------------------------- Vice President 77 EXHIBIT A-1 A (Face of Note) 10 1/8% Series A Senior Notes due 2007 No.=============================================================================== (a) CUSIP _____ CUSIP NO._________ $13% [Series A] [Series B] Senior Notes due 2008 $ ---------- PARK `N VIEW, INC. promises to pay to Cede & Co. or registered assigns, the principal sum of Dollars on May 15, 2008 ---------------------------------------- Interest Payment Dates: May 15 and November 15 Record Dates: May 1 and November 1 DATED: _____________ ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P. and ▇▇▇▇▇▇▇ FINANCE CORP. promise to pay to______________________________________________ or registered assigns, the principal sum of___________________________________________ Dollars on December 15, 2007 Interest Payment Dates: June 15, and December 15 of each year, commencing December 15, 1998 Record Dates: June 1, and December 1 Dated: December ___, 1997 ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P. BY: ▇▇▇▇▇▇▇ MANAGEMENT COMPANYPARK `N VIEW, INC. ITS GENERAL PARTNER ByBY: ----------------------------- Name: Title: By: ----------------------------- Name: Title: ▇▇▇▇▇▇▇ FINANCE CORP. By: --------------------------------- Name: Title: By: --------------------------------- ------------------------------------- Name: Title: This is one of the Global Notes referred to in the within-mentioned Indenture: STATE STREET BANK AND TRUST COMPANY AS TRUSTEE COMPANY, as Trustee By: -------------------------------- A1-1 ------------------------------------ =============================================================================== (Back of Note) 10 1/813% [Series A A] [Series B] Senior Notes due 2007 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 DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST ISSUERS 2008 (55 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇1) ("▇▇▇"), TO THE ISSUERS 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. THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER ▇▇▇▇SECT▇▇▇ ▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ SECURITIES ▇▇▇URITIES 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 THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED IN BY RULE 144A THEREUNDER. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE ISSUERS COMPANY 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 UNDER THE SECURITIES ACT144A, (b) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, ACT OR (c) OUTSIDE THE UNITED STATES TO A FOREIGN PERSON AN INSTITUTIONAL "ACCREDITED INVESTOR" AS DEFINED IN A TRANSACTION MEETING THE REQUIREMENTS RULE 501(A)(1), (2), (3) OR (7) OF RULE 904 UNDER THE SECURITIES ACTACT (AN "INSTITUTIONAL ACCREDITED INVESTOR") THAT, PRIOR TO SUCH TRANSFER, FURNISHES THE TRUSTEE OR THE WARRANT AGENT, AS APPLICABLE, A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS (THE FORM OF WHICH CAN BE OBTAINED FROM THE TRUSTEE OR THE WARRANT AGENT, AS APPLICABLE) AND, IF SUCH TRANSFER IS IN RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT OF SECURITIES LESS THAN $250,000, AN OPINION OF COUNSEL THAT SUCH TRANSFER IS IN COMPLIANCE WITH SECURITIES ACT OR (d) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND AND, IN THE CASE OF CLAUSE (b), (c) or (d) BASED UPON AN OPINION OF COUNSEL IF THE ISSUERS COMPANY SO REQUESTREQUESTS), (2) TO ONE OF THE ISSUERS COMPANY 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. Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.)

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 will in no way modify or restrict any of the terms or provisions hereof. SIGNATURES Dated as of December ___January 23, 1997 2006 CORRECTIONS CORPORATION ▇▇ ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P BY: ▇▇▇▇▇▇▇ MANAGEMENT COMPANY, INC. ITS GENERAL PARTNER By: /s/ /▇▇/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ------------------------------- ------------------------------------- Name: John D. Ferguson Title: By: /s/ Chief ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ------------------------------- Name: Title: ▇▇▇▇▇▇▇ FINANCE CORP. By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ------------------------------- Name: Title: Attest: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ --------------------------------- STATE STREET BANK AND TRUST COMPANY BY: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ------------------------------- r GUARANTORS: CCA OF TENNESSEE, LLC PRISON REALTY MANAGEMENT, INC. TECHNICAL AND BUSINESS INSTITUTE OF AMERICA, INC. CCA INTERNATIONAL, INC. CCA PROPERTIES OF AMERICA, LLC CCA PROPERTIES OF ARIZONA, LLC CCA PROPERTIES OF TENNESSEE, LLC CCA WESTERN PROPERTIES, INC. By /s/ John D. Ferguson ------------------------------------- Name: John D. Ferguson Title: Chief ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ r CCA PROPERTIES OF TEXAS, L.P. By /s/ John D. Ferguson ------------------------------------- Name: John D. Ferguson Title: VICE PRSIDENT Attest: --------------------------------- EXHIBIT A-1 (Face of Note) 10 1/8% Series A Senior Notes due 2007 No._____ CUSIP NO._________ $_____________ Chief ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P. and ▇▇▇▇▇▇▇ FINANCE CORP. promise to pay to______________________________________________ or registered assigns, the principal sum of___________________________________________ Dollars on December 15, 2007 Interest Payment Dates: June 15, and December 15 of each year, commencing December 15, 1998 Record Dates: June 1, and December 1 Dated: December ___, 1997 ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P. BY: ▇▇▇▇▇▇▇ MANAGEMENT COMPANY, INC. ITS GENERAL PARTNER By: ----------------------------- Name: Title: By: ----------------------------- Name: Title: ▇▇▇▇▇▇▇ FINANCE CORP. By: --------------------------------- Name: Title: By: --------------------------------- Name: Title: This is one of the Global Notes referred to in the within-mentioned Indenture: STATE STREET BANK AND TRUST COMPANY AS TRUSTEE By: -------------------------------- A1-1 (Back of Note) 10 1/8% Series A Senior Notes due 2007 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 DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST ISSUERS (55 ▇▇▇▇▇ ▇▇▇▇▇▇r, CCA Properties of America, LLC, as General Partner TRANSCOR AMERICA, LLC By /s/ Todd J. Mullenger ------------------------------------- Name: Todd J. Mullenger Title: Vice ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇) ("▇▇▇")rer each as a Guarantor TRUSTEE: U.S. BANK NATIONAL ASSOCIATION By /s/ George Davidson, TO THE ISSUERS OR ITS AGENT FOR REGISTRATION OF TRANSFERJr. ------------------------------------- Name: George Davidson, 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. THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER ▇▇Jr. Title: Of▇▇▇▇▇ ▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ 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 THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED IN RULE 144A THEREUNDER. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE ISSUERS THAT (A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE ONLY (1)(a) TO EXHIBIT 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 UNDER THE SECURITIES ACT, (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 ISSUERS SO REQUEST), (2) TO ONE OF THE ISSUERS 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. Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.Face of Note CUSIP

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 will in no way modify or restrict any of the terms or provisions hereof. S I G N A T U R E S Dated as of December ___March 21, 1997 ▇▇▇▇▇▇▇ FAMILY RESTAURANTS2003 GXS CORPORATION, L.P BY: ▇▇▇▇▇▇▇ MANAGEMENT COMPANY, INC. ITS GENERAL PARTNER a Delaware Corporation By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ------------------------------- Name: Title: By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ------------------------------- Name: Title: ▇▇▇▇▇▇▇ FINANCE CORP. By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ------------------------------- Name: Title: Attest: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ --------------------------------- STATE STREET BANK AND TRUST COMPANY BY: /s/ M▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: M▇▇▇▇▇▇ ------------------------------- ▇▇▇▇▇▇▇ Title: Senior Vice President, Chief Financial Officer & Treasurer GLOBAL EXCHANGE SERVICES, INC., a Delaware corporation By: /s/ M▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: M▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Senior Vice President, Chief Financial Officer & Treasurer GLOBAL EXCHANGE SERVICES HOLDINGS, INC., a Delaware corporation By: /s/ M▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: M▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: President GXS INTERNATIONAL, INC., a Delaware corporation By: /s/ D▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: D▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: VICE PRSIDENT AttestDirector TPN REGISTER, L.L.C., a Delaware limited liability company By: --------------------------------- EXHIBIT A-1 (GLOBAL EXCHANGE SERVICES HOLDINGS, INC., Sole Member By: /s/ M▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: M▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: President W▇▇▇▇ FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, as Trustee By: /s/ F▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: F▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Vice President The following schedule lists each Guarantor under this Indenture as of the date of this Indenture: 1. Global eXchange Services, Inc. 2. Global eXchange Services Holdings, Inc. 3. GXS International, Inc. 4. TPN Register, L.L.C. [Face of Note) 10 1/8% Series A Senior Notes due 2007 No._____ CUSIP NO.] _________ $_______________________________________________________________________________________ ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P. and ▇▇▇▇▇▇▇ FINANCE CORPNo. promise to pay to________________ $105,000,000 promises to pay to __________________________________________ or registered assigns, the principal sum ofof ________________________________________________________________________________________ Dollars on December July 15, 2007 2008. Interest Payment Dates: June 15, January 15 and December July 15 of each year, commencing December 15, 1998 Record Dates: June 1, January 1 and December July 1 Dated: December GXS CORPORATION By: ___, 1997 ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P. BY: ▇▇▇▇▇▇▇ MANAGEMENT COMPANY, INC. ITS GENERAL PARTNER By: ----------------------------- Name: Title: By: ----------------------------- Name: Title: ▇▇▇▇▇▇▇ FINANCE CORP. By: --------------------------------- Name: Title: By: --------------------------------- ______________________________________ Name: Title: This is one of the Global Notes referred to in the within-mentioned Indenture: STATE STREET BANK AND TRUST COMPANY AS TRUSTEE By: -------------------------------- A1-1 (Back of Note) 10 1/8% Series A Senior Notes due 2007 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 DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST ISSUERS (55 ▇W▇▇▇▇ ▇▇▇▇▇▇FARGO BANK MINNESOTA, ▇▇▇ ▇▇▇▇NATIONAL ASSOCIATION, ▇▇▇ ▇▇▇▇) ("▇▇▇"), TO THE ISSUERS 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. THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER ▇▇▇▇▇▇▇ ▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ 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 THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED IN RULE 144A THEREUNDER. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE ISSUERS THAT (A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE 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 UNDER THE SECURITIES ACT, (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 ISSUERS SO REQUEST), (2) TO ONE OF THE ISSUERS 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. as Trustee By: ______________________________________________ Authorized Signatory Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

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. Dated as of December ___21, 1997 ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P BY: ▇▇▇▇▇▇▇ MANAGEMENT COMPANY, 2001 COTT BEVERAGES INC. ITS GENERAL PARTNER By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ------------------------------- Name: Title: By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ------------------------------- Name: Title: ▇▇▇▇▇▇▇ FINANCE CORP. By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ------------------------------- Name: Title: Attest: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ --------------------------------- STATE STREET BANK AND TRUST COMPANY BY: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ------------------------------- Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: VICE PRSIDENT Attest: --------------------------------- EXHIBIT A-1 (Face of Note) 10 1/8% Series A Senior Notes due 2007 No._____ CUSIP NO._________ $_____________ ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P. and ▇▇▇▇▇▇▇ FINANCE CORP. promise to pay to_______________:_______________________________ or registered assigns, the principal sum of____________Name: Title: COTT CORPORATION By:_______________________________ Name: Title: COTT HOLDINGS INC. By:_______________________________ Name: Title: COTT USA CORP. By:_______________________________ Name: Title: COTT VENDING INC. By:_______________________________ Name: Title: INTERIM BCB, LLC By:_______________________________ Name: Title: CONCORD HOLDING GP INC. By:_______________________________ Name: Title: CONCORD HOLDING LP INC. By:_______________________________ Name: Title: CONCORD BEVERAGE LP By:_______________________________ Name: Title: HSBC BANK USA, as Trustee By:_______________________________ Name: Title: EXHIBIT A-1 (Face of Note) [INSERT THE GLOBAL NOTE LEGEND, IF APPLICABLE PURSUANT TO THE PROVISIONS OF THE INDENTURE] [INSERT THE PRIVATE PLACEMENT LEGEND, IF APPLICABLE PURSUANT TO THE PROVISIONS OF THE INDENTURE] CUSIP/CINS ---------- 8% SENIOR SUBORDINATED NOTES DUE 2011 No. $ --------- ---------- COTT BEVERAGES INC. promises to pay to CEDE & Co., as nominee of The Depository Trust Company, or registered assigns, the principal sum of --------------------------------------- Dollars on December 15, 2007 2011. Interest Payment Dates: June 15, 15 and December 15 of each year, commencing December 15, 1998 Record Dates: June 1, 1 and December 1 Dated: December ___, 1997 ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P. COTT BEVERAGES INC. BY: ▇▇▇▇▇▇▇ MANAGEMENT COMPANY, INC. ITS GENERAL PARTNER By: ----------------------------- --------------------------- Name: Title: ByBY: ----------------------------- Name: Title: ▇▇▇▇▇▇▇ FINANCE CORP. By: --------------------------------- Name: Title: By: --------------------------------- --------------------------- Name: Title: This is one of the Global Notes referred to in the within-mentioned Indenture: STATE STREET HSBC BANK AND TRUST COMPANY AS TRUSTEE USA, as Trustee By: -------------------------------- A1-1 -------------------------- Authorized Officer (Back of Note) 10 1/88% Series A Senior Subordinated Notes due 2007 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 DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST ISSUERS (55 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) ("▇▇▇"), TO THE ISSUERS 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. THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER ▇▇▇▇▇▇▇ ▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ 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 THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED IN RULE 144A THEREUNDER. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE ISSUERS THAT (A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE 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 UNDER THE SECURITIES ACT, (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 ISSUERS SO REQUEST), (2) TO ONE OF THE ISSUERS 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. 2011 Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

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. 62 SIGNATURES Dated as of December ___April 21, 1997 1994 BERRY PLASTICS CORPORATION B▇:/▇/ROBERTO BUARON Name: Rober▇▇ ▇▇▇▇▇▇ Title: Chai▇▇▇▇ ▇▇▇▇▇▇: /s/JAMES KRATOCHVIL (SEAL) James Kratochvil Se▇▇▇▇▇▇▇ FAMILY RESTAURANTS▇▇▇▇▇ as of April 21, L.P BY: 1994 ▇▇▇ ▇▇▇▇▇▇▇ MANAGEMENT COMPANY▇ORPORATION, INC. ITS GENERAL PARTNER Byas Guarantor By:/s/ROBERTO BUARON Name: /s/ Rober▇▇ ▇▇▇▇▇▇ Title: Chai▇▇▇▇ ▇▇▇▇▇▇: /s/JAMES KRATOCHVIL (SEAL) James Kratochvil Se▇▇▇▇▇▇▇ ▇. ▇▇▇▇ as of April 21, 1994 ▇▇▇▇▇ ▇▇▇▇ ▇▇RPORATION, as Guarantor ▇y:/s/ROBERTO BUARON Name: Rober▇▇ ▇▇▇▇▇▇ Title: Chai▇▇▇▇ ▇▇▇▇▇▇: /s/JAMES KRATOCHVIL (SEAL) James Kratochvil Se▇▇▇▇▇▇▇ ------------------------------- ▇▇▇▇▇ as of April 21, 1994 ▇▇▇▇▇-▇▇▇ ▇▇▇STICS CORP., as Guarantor By:/s/ROBERTO BUARON Name: Rober▇▇ ▇▇▇▇▇▇ Title: ByChai▇▇▇▇ ▇▇▇▇▇▇: /s/ /s/JAMES KRATOCHVIL (SEAL) James Kratochvil Se▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ------------------------------- Name: Title: ▇▇▇▇▇▇▇ FINANCE CORP. By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ------------------------------- Name: Title: Attest: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ --------------------------------- STATE STREET BANK AND TRUST COMPANY BY: /s/ as of April 21, 1994 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ------------------------------- TRUST COMPANY OF NEW YORK Trustee By:/s/JOHN GUILIANO Name: ▇▇▇▇▇▇ John ▇▇▇▇▇▇▇▇ Title: VICE PRSIDENT AttestVice ▇▇▇▇▇▇▇▇▇ ▇ttest: --------------------------------- EXHIBIT A-1 (Face SEAL) Dated as of Note) 10 1/8% Series A Senior Notes due 2007 No._____ CUSIP NO._________ $April 21, 1994 _____________ ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P. and ▇▇▇▇▇▇▇ FINANCE CORP. promise to pay to___________________________________________________________________ or registered assigns, the principal sum of_______________________________________________________________________________ EXHIBIT A (Face of Note) 12 1/4% Senior Subordinated Notes due 2004 No. $____________ BERRY PLASTICS CORPORATION promises to pay to or registered ▇▇▇▇gns, the principal sum of Dollars on December April 15, 2007 2004. Interest Payment Dates: June 15, April 15 and December October 15 of each year, commencing December 15, 1998 Record Dates: June 1, April 1 and December October 1 Dated: December :___________________ __, 1997 ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P. BY: ▇▇▇▇▇▇▇ MANAGEMENT COMPANY, INC. ITS GENERAL PARTNER 1994 BERRY PLASTICS CORPORATION By: ----------------------------- __________________________ Name: Title: By: ----------------------------- __________________________ Name: Title: ▇▇▇▇▇▇▇ FINANCE CORP. By: --------------------------------- Name: Title: By: --------------------------------- Name: Title: This is one of the Global Notes referred to in the within-mentioned Indenture: STATE STREET BANK AND TRUST COMPANY AS TRUSTEE By: -------------------------------- A1-1 (Back of Note) 10 1/8% Series A Senior Notes due 2007 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 DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST ISSUERS (55 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) ("▇▇▇"), TO THE ISSUERS 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. THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER ▇▇▇▇▇▇▇ ▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ 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 THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED IN RULE 144A THEREUNDER. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE ISSUERS THAT (A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE 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 UNDER THE SECURITIES ACT, (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 ISSUERS SO REQUEST), (2) TO ONE OF THE ISSUERS 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. Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.:

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table and Headings of the Articles and Sections of this Senior Subordinated Note Indenture have been inserted for convenience of reference only, are not to be considered a part of this Senior Subordinated Note Indenture and shall in no way modify or restrict any of the terms or provisions hereof. SIGNATURES Dated as of August 10, 1998 Amended and Restated as of December ___19, 1997 2002 THE COMPANY: BALL CORPORATION By: /s/ Scott C. Morrison ---------------------------------------- Name: Scott C. Morrison Title: Vice Pr▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P BY: ▇▇▇▇▇▇▇ MANAGEMENT COMPANY, INC. ITS GENERAL PARTNER By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ------------------------------- Name: Title: By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ------------------------------- Name: Title: ▇▇▇▇▇▇▇ FINANCE CORP. By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ------------------------------- Name: Title: Attest: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ --------------------------------- STATE STREET BANK AND TRUST COMPANY BY: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ------------------------------- Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: VICE PRSIDENT Attest: --------------------------------- EXHIBIT A-1 (Face of Note) 10 1/8% Series A Senior Notes due 2007 No._____ CUSIP NO._________ $_____________ ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P. and ▇▇▇▇▇▇▇ FINANCE CORP. promise to pay to______________________________________________ or registered assigns, the principal sum of___________________________________________ Dollars on December 15, 2007 Interest Payment Dates: June 15, and December 15 of each year, commencing December 15, 1998 Record Dates: June 1, and December 1 Dated: December ___, 1997 ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P. BY: ▇▇▇▇▇▇▇ MANAGEMENT COMPANY, INC. ITS GENERAL PARTNER By: ----------------------------- Name: Title: By: ----------------------------- Name: Title: ▇▇▇▇▇▇▇ FINANCE CORP. By: --------------------------------- Name: Title: By: --------------------------------- Name: Title: This is one of the Global Notes referred to in the within-mentioned Indenture: STATE STREET BANK AND TRUST COMPANY AS TRUSTEE By: -------------------------------- A1-1 (Back of Note) 10 1/8% Series A Senior Notes due 2007 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 DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST ISSUERS (55 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) ("▇▇▇"), TO THE ISSUERS 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. THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER ▇▇▇▇▇▇▇ ▇ ▇▇ ▇▇▇ ▇▇▇▇▇urer SUBSIDIARY GUARANTORS: BALL AEROSPACE AND TECHNOLOGIES CORP. By: /s/ Scott C. Morrison ---------------------------------------- Name: Scott C. Morrison Title: Vice Pr▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇urer BALL ASIA SERVICES LIMITED (a successor to Ball Asia Pacific Limited) By: /s/ Scott C. Morrison ---------------------------------------- Name: Scott C. Morrison Title: Vice Pr▇▇▇▇▇▇▇ SECURITIES ACT ▇▇▇ ▇▇▇▇▇urer BALL GLASS CONTAINER CORPORATION By: /s/ Scott C. Morrison ---------------------------------------- Name: Scott C. Morrison Title: Vice Pr▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇urer BALL HOLDINGS CORP. By: /s/ Scott C. Morrison ---------------------------------------- Name: Scott C. Morrison Title: Vice Pr▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇urer BALL METAL BEVERAGE CONTAINER CORP. By: /s/ David A. Westerlund ---------------------------------------- Name: David A. Westerlund Title: Vice Pre▇▇▇▇▇▇ BALL METAL FOOD CONTAINER CORP. By: /s/ Scott C. Morrison ---------------------------------------- Name: Scott C. Morrison Title: Vice Pr▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇urer BALL METAL PACKAGING SALES CORP. By: /s/ Scott C. Morrison ---------------------------------------- Name: Scott C. Morrison Title: Vice Pr▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇urer BALL PACKAGING CORP. By: /s/ Scott C. Morrison ---------------------------------------- Name: Scott C. Morrison Title: Vice Pr▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇urer BALL PLASTIC CONTAINER CORP. By: /s/ Scott C. Morrison ---------------------------------------- Name: Scott C. Morrison Title: Vice Pr▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇urer BALL TECHNOLOGIES HOLDING CORP. By: /s/ Scott C. Morrison ---------------------------------------- Name: Scott C. Morrison Title: Vice Pr▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇urer BALL TECHNOLOGY SERVICES CORPORATION By: /s/ Scott C. Morrison ---------------------------------------- Name: Scott C. Morrison Title: Vice Pr▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇urer BG HOLDINGS I, INC. By: /s/ Scott C. Morrison ---------------------------------------- Name: Scott C. Morrison Title: Vice Pr▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇urer BG HOLDINGS II, INC. By: /s/ Scott C. Morrison ---------------------------------------- Name: Scott C. Morrison Title: Vice Pr▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇urer EFRATOM HOLDING, INC. By: /s/ Scott C. Morrison ---------------------------------------- Name: Scott C. Morrison Title: Vice Pr▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇urer LATAS DE ALUMINIO BALL, INC. (formerly known as Latas de Aluminio Reynolds, Inc.) By: /s/ Scott C. Mor▇▇▇▇▇ ---------------------------------------- Name: Scott C. Morrison Title: Vice Pr▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇urer BALL PAN-EUROPEAN HOLDINGS, INC. By: /s/ Scott C. Morrison ---------------------------------------- Name: Scott C. Morrison Title: Treasure▇ THE BANK OF 1933 NEW YORK, as Senior Subordinated Note Trustee By: /s/ Van K. Brown ---------------------------------------- Name: Van K. Brown Title: Vice President EXHIBIT A-1 (THE "SECURITIES ACT"FACE OF SENIOR SUBORDINATED NOTE), 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 THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED IN RULE 144A THEREUNDER. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE ISSUERS THAT (A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE 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 UNDER THE SECURITIES ACT, (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 ISSUERS SO REQUEST), (2) TO ONE OF THE ISSUERS 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. Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

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. Dated as of December ___November 2, 1997 ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P BY: ▇▇▇▇▇▇▇ MANAGEMENT COMPANY1999 SPANISH BROADCASTING SYSTEM, INC. ITS GENERAL PARTNER By: By /s/ Raul ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ------------------------------- Name: Title: By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ------------------------------- Name: Title: ▇▇▇▇▇▇▇ FINANCE CORP. By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ------------------------------- Name: Title: Attest: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ --------------------------------- STATE STREET BANK AND TRUST COMPANY BY: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ------------------------------- . ----------------------------------- Name: Raul ▇▇▇▇▇▇▇ ▇▇. Title: President SPANISH BROADCASTING SYSTEM OF CALIFORNIA, INC. By /s/ Raul ▇▇▇▇▇▇▇ ▇▇. ----------------------------------- Name: Raul ▇▇▇▇▇▇▇ ▇▇. Title: VICE PRSIDENT AttestPresident SPANISH BROADCASTING SYSTEM NETWORK, INC. By /s/ Raul ▇▇▇▇▇▇▇ ▇▇. ----------------------------------- Name: --------------------------------- EXHIBIT A-1 Raul ▇▇▇▇▇▇▇ ▇▇. Title: President SBS PROMOTIONS, INC. By /s/ Raul ▇▇▇▇▇▇▇ ▇▇. ----------------------------------- Name: Raul ▇▇▇▇▇▇▇ ▇▇. Title: President SBS FUNDING, INC. By /s/ Raul ▇▇▇▇▇▇▇ ▇▇. ----------------------------------- Name: Raul ▇▇▇▇▇▇▇ ▇▇. Title: President ALAR▇▇▇ ▇▇▇DINGS, INC. By /s/ Raul ▇▇▇▇▇▇▇ ▇▇. ----------------------------------- Name: Raul ▇▇▇▇▇▇▇ ▇▇. Title: President Indenture signature page - 1 82 SBS OF GREATER NEW YORK, INC. By /s/ Raul ▇▇▇▇▇▇▇ ▇▇. ----------------------------------- Name: Raul ▇▇▇▇▇▇▇ ▇▇. Title: President SPANISH BROADCASTING SYSTEM OF FLORIDA, INC. By /s/ Raul ▇▇▇▇▇▇▇ ▇▇. ----------------------------------- Name: Raul ▇▇▇▇▇▇▇ ▇▇. Title: President SPANISH BROADCASTING SYSTEM OF GREATER MIAMI, INC. By /s/ Raul ▇▇▇▇▇▇▇ ▇▇. ----------------------------------- Name: Raul ▇▇▇▇▇▇▇ ▇▇. Title: President SPANISH BROADCASTING SYSTEM OF PUERTO RICO, INC. (DELAWARE) By /s/ Raul ▇▇▇▇▇▇▇ ▇▇. ----------------------------------- Name: Raul ▇▇▇▇▇▇▇ ▇▇. Title: President SPANISH BROADCASTING SYSTEM, INC. (NEW JERSEY) By /s/ Raul ▇▇▇▇▇▇▇ ▇▇. ----------------------------------- Name: Raul ▇▇▇▇▇▇▇ ▇▇. Title: President SPANISH BROADCASTING SYSTEM OF ILLINOIS, INC. By /s/ Raul ▇▇▇▇▇▇▇ ▇▇. ----------------------------------- Name: Raul ▇▇▇▇▇▇▇ ▇▇. Title: President Indenture signature page - 2 83 SPANISH BROADCASTING SYSTEM OF SAN ANTONIO, INC. By: /s/ Raul ▇▇▇▇▇▇▇ ▇▇. ----------------------------------- Name: Raul ▇▇▇▇▇▇▇ ▇▇. Title: President SPANISH BROADCASTING SYSTEM OF PUERTO RICO, INC. (PUERTO RICO) By: /s/ Raul ▇▇▇▇▇▇▇ ▇▇. ----------------------------------- Name: Raul ▇▇▇▇▇▇▇ ▇▇. Title: President THE BANK OF NEW YORK By: /s/ Anne▇▇▇ ▇▇▇ ----------------------------------- Name: Anne▇▇▇ ▇▇▇ Title: Assistant Vice President (Face of Note) 10 1/8% Series [THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.07 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A Senior Notes due 2007 NoSUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.] CUSIP/CINS _________ CUSIP NO9 5/8% Senior Subordinated Notes due 2009 No._________ $_____________ ▇▇▇▇▇▇▇ FAMILY RESTAURANTSSPANISH BROADCASTING SYSTEM, L.P. and ▇▇▇▇▇▇▇ FINANCE CORPINC. promise promises to pay to_____to _________________________________________ or registered assigns, the principal sum ofof _______________ Dollars on _________, 2009. Interest Payment Dates: ___________, and __________. Record Dates: ____________ and ____________. DATED: SPANISH BROADCASTING SYSTEM, INC. BY: _______________________________ Dollars on December 15, 2007 Interest Payment Dates: June 15, and December 15 of each year, commencing December 15, 1998 Record Dates: June 1, and December 1 Dated: December ___, 1997 ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P. BY: ▇▇▇▇▇▇▇ MANAGEMENT COMPANY, INC. ITS GENERAL PARTNER By: ----------------------------- Name: Title: By: ----------------------------- Name: Title: ▇▇▇▇▇▇▇ FINANCE CORP. By: --------------------------------- Name: Title: By: --------------------------------- Name: Title: This is one of the Global Notes referred to in the within-mentioned Indenture: STATE STREET BANK AND TRUST COMPANY AS TRUSTEE By: -------------------------------- A1-1 (Back of Note) 10 1/8% Series A Senior Notes due 2007 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 DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST ISSUERS (55 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) ("▇▇▇"), TO THE ISSUERS 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. THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER ▇▇▇▇▇▇▇ ▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ 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 THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED IN RULE 144A THEREUNDER. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE ISSUERS THAT (A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE 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 UNDER THE SECURITIES ACT, (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 ISSUERS SO REQUEST), (2) TO ONE OF THE ISSUERS 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. Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.:

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. Dated as of December ___October 1, 1997 1996 IRON MOUNTAIN INCORPORATED By: /s/ C. ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P BY▇▇▇▇▇ ------------------------------------------ Name: C. ▇▇▇▇▇▇▇ MANAGEMENT COMPANY▇▇▇▇▇ Title: Chairman of the Board and Chief Executive Officer Dated as of October 1, 1996 IRON MOUNTAIN RECORDS MANAGEMENT, INC. ITS GENERAL PARTNER By: /s/ C. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ ------------------------------------------ Name: C. ▇▇▇▇▇▇▇ ------------------------------- Name: ▇▇▇▇▇ Title: Chairman of the Board and Chief Executive Officer Dated as of October 1, 1996 CRITERION PROPERTY, INC. By: /s/ C. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ ------------------------------------------ Name: C. ▇▇▇▇▇▇▇ ------------------------------- Name: ▇▇▇▇▇ Title: Chairman of the Board and Chief Executive Officer Dated as of October 1, 1996 CRITERION ATLANTIC PROPERTY, INC. By: /s/ C. ▇▇▇▇▇▇▇ FINANCE CORP. By▇▇▇▇▇ ------------------------------------------ Name: /s/ C. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ Title: Chairman of the Board and Chief Executive Officer Dated as of October 1, 1996 HOLLYWOOD PROPERTY, INC. By: /s/ C. ▇▇▇▇▇▇▇ ------------------------------- ▇▇▇▇▇ ------------------------------------------ Name: Title: Attest: /s/ C. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Chairman of the Board and Chief Executive Officer Dated as of October 1, 1996 IRON MOUNTAIN DATA PROTECTION SERVICES, INC. By: /s/ C. ▇▇▇▇▇▇▇ --------------------------------- STATE STREET BANK AND TRUST COMPANY BY▇▇▇▇▇ ------------------------------------------ Name: C. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Chairman of the Board and Chief Executive Officer Dated as of October 1, 1996 IRON MOUNTAIN INFORMATION PARTNERS, INC. By: /s/ C. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ------------------------------------------ Name: C. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Chairman of the Board and Chief Executive Officer Dated as of October 1, 1996 IRON MOUNTAIN RECORDS MANAGEMENT OF OHIO, INC. By: /s/ C. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ------------------------------------------ Name: C. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Chairman of the Board and Chief Executive Officer Dated as of October 1, 1996 METRO BUSINESS ARCHIVES, INC. By: /s/ C. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ------------------------------------------ Name: C. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Chairman of the Board and Chief Executive Officer Dated as of October 1, 1996 IM SAN DIEGO, INC. By: /s/ C. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ------------------------------------------ Name: C. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Chairman of the Board and Chief Executive Officer Dated as of October 1, 1996 IRON MOUNTAIN RECORDS MANAGEMENT OF MARYLAND, INC. By: /s/ C. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ------------------------------------------ Name: C. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Chairman of the Board and Chief Executive Officer Dated as of October 1, 1996 DATA STORAGE SYSTEMS, INC. By: /s/ C. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ------------------------------------------ Name: C. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Chairman of the Board and Chief Executive Officer Dated as of October 1, 1996 DATA ARCHIVE SERVICES, INC. By: /s/ C. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ------------------------------------------ Name: C. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Chairman of the Board and Chief Executive Officer Dated as of October 1, 1996 IRON MOUNTAIN RECORDS MANAGEMENT OF MISSOURI LLC By: /s/ C. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ------------------------------------------ Name: C. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Chairman of the Board and Chief Executive Officer Dated as of October 1, 1996 IRON MOUNTAIN RECORDS MANAGEMENT OF BOSTON, INC. By: /s/ C. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ------------------------------------------ Name: C. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Chairman of the Board and Chief Executive Officer Dated as of October 1, 1996 IRON MOUNTAIN WILMINGTON, INC. By: /s/ C. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ------------------------------------------ Name: C. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Chairman of the Board and Chief Executive Officer Dated as of October 1, 1996 FIRST BANK NATIONAL ASSOCIATION, as Trustee By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ------------------------------- ------------------------------------------ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: VICE PRSIDENT Attest: --------------------------------- Trust Officer of Corporate Finance EXHIBIT A-1 A (Face of Note) 10 10-1/8% Series A Senior Subordinated Notes due 2007 2006 No._____ CUSIP NO._________ . $_____________ ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P. and ▇▇▇▇▇▇▇ FINANCE CORP. promise IRON MOUNTAIN INCORPORATED promises to pay to___________to ___________________________________ or registered assigns, the principal sum of______________of _____________________________ Dollars on December 15, 2007 Interest Payment Dates: June 15, and December 15 of each year, commencing December 15, 1998 Record Dates: June October 1, and December 1 Dated: December ___, 1997 ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P. BY: ▇▇▇▇▇▇▇ MANAGEMENT COMPANY, INC. ITS GENERAL PARTNER By: ----------------------------- Name: Title: By: ----------------------------- Name: Title: ▇▇▇▇▇▇▇ FINANCE CORP. By: --------------------------------- Name: Title: By: --------------------------------- Name: Title: This is one of the Global Notes referred to in the within-mentioned Indenture: STATE STREET BANK AND TRUST COMPANY AS TRUSTEE By: -------------------------------- A1-1 (Back of Note) 10 1/8% Series A Senior Notes due 2007 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 DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST ISSUERS (55 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) ("▇▇▇"), TO THE ISSUERS 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 & CO2006., HAS AN INTEREST HEREIN. THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER ▇▇▇▇▇▇▇ ▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ 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 THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED IN RULE 144A THEREUNDER. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE ISSUERS THAT (A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE 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 UNDER THE SECURITIES ACT, (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 ISSUERS SO REQUEST), (2) TO ONE OF THE ISSUERS 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. Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

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. Dated as of December ___DATED JULY 23, 1997 ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P DELTA FINANCIAL CORPORATION BY: ▇▇▇▇▇▇▇ MANAGEMENT COMPANY, INC. ITS GENERAL PARTNER By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ------------------------------- NameNAME: Title: By: /s/ ▇▇▇▇ ▇▇▇▇▇▇ TITLE: CHIEF EXECUTIVE OFFICER DATED JULY 23, 1997 DELTA FUNDING CORPORATION BY: /s/ ▇. ▇▇▇ ▇▇▇▇▇▇ ------------------------------- Name: TitleNAME: ▇▇▇▇ ▇▇▇▇▇▇ FINANCE CORP. ByTITLE: CHIEF EXECUTIVE OFFICER DATED JULY 23, 1997 DF SPECIAL HOLDINGS CORPORATION BY: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ------------------------------- NameNAME: Title: Attest: /s/ ▇▇▇▇ ▇▇▇▇▇▇ TITLE: CHIEF EXECUTIVE OFFICER DATED JULY 23, 1997 FIDELITY MORTGAGE, INC. BY: /s/ ▇. ▇▇▇ ▇▇▇▇▇▇ --------------------------------- STATE STREET BANK AND TRUST COMPANY ------------------------------- NAME: ▇▇▇▇ ▇▇▇▇▇▇ TITLE: CHIEF EXECUTIVE OFFICER DATED JULY 23, 1997 FIDELITY MORTGAGE (FLORIDA), INC. BY: /s/ ▇▇▇▇ ▇▇▇▇▇▇ ------------------------------- NAME: ▇▇▇▇ ▇▇▇▇▇▇ TITLE: CHIEF EXECUTIVE OFFICER DATED JULY 23, ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇ BY: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ------------------------------- NameNAME: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ TitleTITLE: VICE PRSIDENT Attest: --------------------------------- Authorized Signatory EXHIBIT A-1 A (Face of Note) 10 1/8% Series A Senior Notes due 2007 No._____ CUSIP NO.-------------------------------------------------------------------------------- -------------------------------------------------------------------------------- CUSIP/CINS ____________ 9 1 2% Senior Notes due 2004 REGISTERED REGISTERED No. R-___ $___________ DELTA FINANCIAL CORPORATION promises to pay to ___ ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P. and ▇▇▇▇▇▇▇ FINANCE CORP. promise to pay to_______________________________________________ or registered assigns, the principal sum of___________________________________________ Dollars of $ ( DOLLARS) ------------------------------------------ on December 15August 1, 2007 2004. Interest Payment Dates: June 15, August 1 and December 15 of each year, commencing December 15, 1998 February 1 Record Dates: June 1, January 15 and December 1 DatedJuly 15 DATED: December ___, 1997 ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P. DELTA FINANCIAL CORPORATION BY: ▇▇▇▇▇▇▇ MANAGEMENT COMPANY, INC. ITS GENERAL PARTNER By------------------------------ NAME: ----------------------------- Name: Title: By: ----------------------------- Name: Title: ▇▇▇▇▇▇▇ FINANCE CORP. By: --------------------------------- Name: Title: By: --------------------------------- Name: TitleTITLE: This is one of the Global Notes referred to in the within-mentioned Indenture: STATE STREET DATED: THE BANK AND TRUST COMPANY AS TRUSTEE OF NEW YORK, as Trustee By: -------------------------------- A1-1 ---------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (Back of Note) 10 1/8DELTA FINANCIAL CORPORATION 9 1 2% Series A Senior Notes due 2007 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 DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST ISSUERS (55 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) ("▇▇▇"), TO THE ISSUERS 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. THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER ▇▇▇▇▇▇▇ ▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ 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 THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED IN RULE 144A THEREUNDER. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE ISSUERS THAT (A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE 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 UNDER THE SECURITIES ACT, (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 ISSUERS SO REQUEST), (2) TO ONE OF THE ISSUERS 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. 2004 Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table and Headings of the Articles and Sections of in 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 December ___April 22, 1997 ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P BY2004 ISSUER: ▇▇▇▇▇▇▇ MANAGEMENT COMPANYEXTENDICARE HEALTH SERVICES, INC. ITS GENERAL PARTNER By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ------------------------------- Name: Title: By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ------------------------------- Name: Title: ▇▇▇▇▇▇▇ FINANCE CORP. By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ------------------------------- Name: Title: Attest: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ --------------------------------- STATE STREET BANK AND TRUST COMPANY BY: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ------------------------------- Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: VICE PRSIDENT Attest: --------------------------------- EXHIBIT A-1 (Face of Note) 10 1/8% Series A Senior Notes due 2007 No._____ CUSIP NO.:_________ $_________________________________ Name: Mark W. Durishan Title: Vice President, Ch▇▇▇ ▇▇▇▇▇▇▇▇▇ FAMILY RESTAURANTSOfficer and Treasurer GUARANTORS: EXTENDICARE HEALTH FACILITY HOLDINGS, L.P. and INC. EXTENDICARE HEALTH FACILITIES, INC. NORTHERN HEALTH FACILITIES, INC. EXTENDICARE HOMES, INC. EXTENDICARE HEALTH NETWORK, INC. THE PROGRESSIVE STEP CORPORATION EXTENDICARE OF INDIANA, INC. EXTENDICARE GREAT TRAIL, INC. FIR LANE TERRACE CONVALESCENT CENTER, INC. ADULT SERVICES UNLIMITED, INC. ARBORS EAST, INC. ARBORS AT TOLEDO, INC. HEALTH POCONOS, INC. MARSHALL PROPERTIES, INC. By:_________________________________________ Name: Mark W. Durishan Title: Vice President, Chief ▇▇▇▇▇▇▇▇▇ FINANCE CORP. promise to pay toOfficer and Treasurer SIGNATURE PAGE TO INDENTURE INDIANA HEALTH AND REHABILITATION CENTERS PARTNERSHIP BY: EXTENDICARE HOMES, INC., AS GENERAL PARTNER By:__________________________________________________ or registered assignsName: Mark W. Durishan Title: Vice President, the principal sum ofChief ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇r and Treasurer BY: EXTENDICARE OF INDIANA, INC., AS GENERAL PARTNER By:__________________________________________________ Dollars on December 15Name: Mark W. Durishan Title: Vice President, 2007 Interest Payment Dates: June 15, and December 15 of each year, commencing December 15, 1998 Record Dates: June 1, and December 1 Dated: December ___, 1997 Chief ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P. BY: ▇▇▇▇▇▇▇ MANAGEMENT COMPANY, INC. ITS GENERAL PARTNER By: ----------------------------- Name: Title: By: ----------------------------- Name: Title: ▇▇▇▇▇▇▇ FINANCE CORP. By: --------------------------------- Name: Title: By: --------------------------------- Name: Title: This is one of the Global Notes referred to in the within-mentioned Indenture: STATE STREET BANK AND TRUST COMPANY AS TRUSTEE By: -------------------------------- A1-1 (Back of Note) 10 1/8% Series A Senior Notes due 2007 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 DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST ISSUERS (55 ▇▇▇▇▇ ▇▇▇▇▇▇r and Treasurer CONCORDIA MANOR, ▇▇▇ ▇▇▇▇LLC FIRST COAST HEALTH AND REHABILITATION CENTER, ▇▇▇ ▇▇▇▇) ("▇▇▇")LLC JACKSON HEIGHTS REHABILITATION CENTER, TO THE ISSUERS 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. THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER ▇▇LLC TRE▇▇▇▇▇ ▇ ▇▇ SLE CARE CENTER, LLC BY: EXTENDICARE HOMES, INC., AS SOLE MEMBER By:__________________________________________________ Name: Mark W. Durishan Title: Vice President, Chief ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇r and Treasurer KAUFMAN STREET, WV, LLC NEW CASTLE CARE, LLC BY: FIR LANE TERRACE CONVALESCENT CENTER, INC., AS SOLE MEMBER By:__________________________________________________ Name: Mark W. Durishan Title: Vice President, Chief ▇▇▇▇▇▇▇▇▇ SECURITIES ACT OF 1933 ▇▇▇▇▇▇r and Treasurer SIGNATURE PAGE TO INDENTURE ALPINE HEALTH AND REHABILITATION CENTER, LLC COLONIAL CARE, LLC GREENBRIAR CARE, LLC GREENBROOK CARE, LLC HERITAGE CARE, LLC LADY LAKE CARE, LLC NEW HORIZON CARE, LLC NORTH REHABILITATION CARE, LLC PALM COURT CARE, LLC RICHEY MANOR, LLC ROCKLEDGE CARE, LLC SOUTH HERITAGE HEALTH AND REHABILITATION CENTER, LLC THE OAKS RESIDENTIAL AND REHABILITATION CENTER, LLC WINTER HAVEN HEALTH AND REHABILITATION CENTER, LLC BY: EXTENDICARE HEALTH FACILITIES, INC., AS SOLE MEMBER By:____________________________________________________ Name: Mark W. Durishan Title: Vice President, Chief ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇r and Treasurer SIGNATURE PAGE TO INDENTURE ARBORS AT TAMPA, LLC ARBORS AT BAYONET POINT, LLC ARBORS AT FAIRLAWN CARE, LLC ARBORS AT FAIRLAWN REALTY OH, LLC ARBORS AT SYLVANIA CARE, LLC ARBORS AT SYLVANIA REALTY OH, LLC ARBORS WEST CARE, LLC ARBORS WEST REALTY OH, LLC COLUMBUS REHABILITATION REALTY OH, LLC JACKSONVILLE CARE, LLC SAFETY HARBOR CARE, LLC KISSIMMEE CARE, LLC ORANGE PARK CARE, LLC OREGON CARE, LLC PORT CHARLOTTE CARE, LLC SARASOTA CARE, LLC SEMINOLE CARE, LLC WINTER HAVEN CARE, LLC BLANCHESTER CARE, LLC CANTON CARE, LLC COLUMBUS REHABILITATION CARE, LLC DAYTON CARE, LLC DELAWARE CARE, LLC GALLIPOLIS CARE, LLC HILLIARD CARE, LLC LONDON CARE, LLC MARIETTA CARE, LLC ROCKMILL CARE, LLC ROCKSPRINGS CARE, LLC WATERVILLE CARE, LLC WOODSFIELD CARE, LLC BY: NORTHERN HEALTH FACILITIES, INC., AS SOLE MEMBER By:__________________________________________________ Name: Mark W. Durishan Title: Vice President, Chief ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇r and Treasurer SIGNATURE PAGE TO INDENTURE 77 GREAT TRAIL CARE, LLC BY: EXTENDICARE GREAT TRAIL, INC., AS SOLE MEMBER By:__________________________________________________ Name: Richard L. Bertrand Title: Senior Vice Preside▇▇ - ▇▇▇▇▇▇▇▇▇▇▇ FISCAL SERVICES GROUP, LLC PARTNERS HEALTH GROUP, LLC STAR PURCHASING SERVICES, LLC BY: EXTENDICARE HEALTH NETWORK, INC., AS SOLE MEMBER By:__________________________________________________ Name: Richard L. Bertrand Title: Senior Vice Preside▇▇ - ▇▇▇▇▇▇▇▇▇▇▇ MILFORD CARE, LLC PRAIRIE VILLAGE CARE, LLC SCOTT VILLA CARE, LLC SWISS VILLA CARE, LLC VILLA PINES CARE, LLC BY: MARSHALL PROPERTIES, INC., AS SOLE MEMBER By:__________________________________________________ Name: Richard L. Bertrand Title: Senior Vice Preside▇▇ - ▇▇▇▇▇▇▇▇▇▇▇ SIGNATURE PAGE TO INDENTURE PARTNERS HEALTH GROUP - FLORIDA, LLC PARTNERS HEALTH GROUP - LOUISIANA, LLC PARTNERS HEALTH GROUP - TEXAS, LLC BY: PARTNERS HEALTH GROUP, LLC BY: EXTENDICARE HEALTH NETWORK, INC., AS SOLE MEMBER By:__________________________________________________ Name: Richard L. Bertrand Title: Senior Vice Preside▇▇ - ▇▇▇▇▇▇▇▇▇▇▇ SIGNATURE PAGE TO INDENTURE TRUSTEE: U.S. BANK, N.A. By: ________________________________________________ Name: Steven J. Peterson Title: Assistant Vice P▇▇▇▇▇▇▇▇ SIGNATURE PAGE TO INDENTURE EXHIBIT A ================================================================================ (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 THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED IN RULE 144A THEREUNDER. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE ISSUERS THAT (AFace of Note) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE 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 UNDER THE SECURITIES ACT, (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 ISSUERS SO REQUEST), (2) TO ONE OF THE ISSUERS 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. Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.CUSIP _____________

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 will in no way modify or restrict any of the terms or provisions hereof. Dated as of December ___April 9, 1997 ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P BY: ▇▇▇▇▇▇▇ MANAGEMENT 2002 ICON HEALTH & FITNESS COMPANY, INC. ITS GENERAL PARTNER By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ------------------------------- Name: Title: By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ------------------------------- Name: Title: ▇▇▇▇▇▇▇ FINANCE CORP. By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ------------------------------- Name: Title: Attest: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ --------------------------------- STATE STREET BANK AND TRUST COMPANY BY: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ------------------------------- Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: VICE PRSIDENT Attest: --------------------------------- EXHIBIT A-1 (Face of Note) 10 1/8% Series A Senior Notes due 2007 No._____ CUSIP NO._________ $_____________ ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P. and ▇▇▇▇▇▇▇ FINANCE CORP. promise to pay to______________________________________________ or registered assignsName: Title: JUMPKING, the principal sum of____________INC. By: _______________________________ Dollars on December 15, 2007 Interest Payment Dates: June 15, and December 15 of each year, commencing December 15, 1998 Record Dates: June 1, and December 1 Dated: December ___, 1997 ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P. BY: ▇▇▇▇▇▇▇ MANAGEMENT COMPANY, INC. ITS GENERAL PARTNER By: ----------------------------- Name: Title: UNIVERSAL TECHNICAL SERVICES By: ----------------------------- _______________________________ Name: Title: ▇▇▇▇▇▇▇ FINANCE CORPICON INTERNATIONAL HOLDINGS, INC. By: --------------------------------- _______________________________ Name: Title: ICON IP, Inc. By: --------------------------------- _______________________________ Name: Title: This is one FREE MOTION FITNESS, INC. By: _______________________________ Name: Title: NORDICTRACK, INC. By: _______________________________ Name: Title: 510152 N.B. LTD. By: _______________________________ Name: Title: ICON DU CANADA INC. By: _______________________________ Name: Title: THE BANK OF NEW YORK By: _______________________________ Name: Title: Schedule I SCHEDULE OF GUARANTORS The following schedule lists each Guarantor under this Indenture as of the Global Notes referred to in the within-mentioned date of this Indenture: STATE STREET BANK AND TRUST COMPANY AS TRUSTEE By: -------------------------------- A1-1 (Back Jumpking, Inc., a Utah corporation Universal Technical Services, a Utah corporation ICON International Holdings, Inc., a Delaware corporation ICON IP, Inc., a Delaware corporation Free Motion Fitness, a Utah corporation NordicTrack, Inc., a Utah corporation 510152 N.B. Ltd., a New Brunswick corporation ICON du Canada Inc., a Quebec corporation EXHIBIT A1 [Face of Note) 10 1/8% Series A Senior Notes due 2007 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 DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST ISSUERS (55 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) ("▇▇▇"), TO THE ISSUERS 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. THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER ▇▇▇▇▇▇▇ ▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ 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 THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED IN RULE 144A THEREUNDER. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE ISSUERS THAT (A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE 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 UNDER THE SECURITIES ACT, (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 ISSUERS SO REQUEST), (2) TO ONE OF THE ISSUERS 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. Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.] ================================================================================ CUSIP/CINS ____________

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 hereof and shall in no way modify or restrict any of the terms or provisions hereof. Dated as of December ___, 1997 ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P BY: ▇▇▇▇▇▇▇ MANAGEMENT COMPANYSIGNATURES IMPERIAL CREDIT INDUSTRIES, INC. ITS GENERAL PARTNER By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ------------------------------- Name: Title: By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ------------------------------- Name: Title: ▇▇▇▇▇▇▇ FINANCE CORP. By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ------------------------------- Name: Title: Attest: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ --------------------------------- STATE STREET BANK AND TRUST COMPANY BY: /s/ ▇H. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ------------------------------- ---------------------------------------------------- Name: ▇H. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: VICE PRSIDENT Chairman Dated as of June 9, 1997 Attest: --------------------------------- EXHIBIT A-1 (Face of Note) 10 1/8% Series A Senior Notes due 2007 No._____ CUSIP NO._________ $_____________ ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P. and ▇▇▇▇▇▇▇ FINANCE CORP. promise to pay to:____________________ IMPERIAL BUSINESS CREDIT, INC. By: /s/ H. ▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: H. ▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Chairman Dated as of June 9, 1997 Attest:____________________ IMPERIAL CREDIT ADVISORS, INC. By: /s/ H. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ---------------------------------------------------- Name: H. ▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Chairman Dated as of June 9, 1997 Attest:____________________ FRANCHISE MORTGAGE ACCEPTANCE CO. LLC By: /s/ H. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ---------------------------------------------------- Name: H. ▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Chairman Dated as of June 9, 1997 Attest:____________________ AUTO MARKETING NETWORK, INC. By: /s/ H. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ---------------------------------------------------- Name: H. ▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Chairman Dated as of June 9, 1997 Attest:____________________ IMPERIAL CREDIT CAPITAL TRUST I By: /s/ H. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ---------------------------------------------------- Name: H. ▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Chairman Dated as of June 9, 1997 Attest:____________________ CHASE TRUST COMPANY OF CALIFORNIA, as Trustee By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ ---------------------------------------------------- Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Assistant Vice President Dated as of: June 9, 1997 Attest:______________________ (Face of Security) Resettable Rate Debentures, Series A No. 1 $72,165,000 CUSIP No. 452729 AE6 IMPERIAL CREDIT INDUSTRIES, INC. promises to pay to Chase Trust Company of California or registered assigns, the principal sum of___________________________________________ of Seventy-Two Million One Hundred Sixty-Five Thousand Dollars on December June 15, 2007 2032, or earlier in certain circumstances as described on the reverse hereof Interest Payment Dates: June 15, 15 (June 14 in 2002) and December 15 of each year15, commencing December 15, 1998 1997, and on each Scheduled Remarketing Settlement Date Record Dates: June 1, 1 and December 1 Dated: December ___, 1997 ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P. BY: ▇▇▇▇▇▇▇ MANAGEMENT COMPANY(whether or not a Business Day) IMPERIAL CREDIT INDUSTRIES, INC. ITS GENERAL PARTNER By: ----------------------------- -------------------------------------- Name: Title: By: ----------------------------- -------------------------------------- Name: Title: ▇▇▇▇▇▇▇ FINANCE CORP. ByTRUSTEE CERTIFICATE OF AUTHENTICATION Dated: --------------------------------- Name: Title: By: --------------------------------- Name: Title: June ___, 1997 This is one of the Global Notes Debentures referred to in the within-mentioned Indenture: STATE STREET BANK AND Indenture CHASE TRUST COMPANY AS TRUSTEE OF CALIFORNIA, as Trustee By: -------------------------------- ---------------------------------- (Authorized Signature) A1-1 2 (Back of NoteSecurity) 10 1/8% Resettable Rate Debentures, Series A Senior Notes due 2007 UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORMUnless and until it is exchanged, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARYafter the Remarketeing Settlement Date, in whole or in part for Debentures in definitive form, this Debenture may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST ISSUERS Unless this certificate is presented by an authorized representative of The Depository Trust Company (55 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) ("▇▇▇"), TO THE ISSUERS OR ITS AGENT FOR REGISTRATION OF TRANSFERto the issuer or its agent for registration of transfer, EXCHANGE OR PAYMENTexchange or payment, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE 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 Co. or such other name as may be requested by an authorized representative of DTC (AND ANY PAYMENT IS MADE TO CEDE and any payment is made to Cede & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF 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 HEREOFinasmuch as the registered owner hereof, CEDE Cede & CO.Co., HAS AN INTEREST HEREINhas an interest herein. THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER ▇▇▇▇▇▇▇ ▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ 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 THE THIS SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED IN BY RULE 144A THEREUNDER. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE ISSUERS COMPANY 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 UNDER THE SECURITIES ACT144A, (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, 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 ISSUERS COMPANY SO REQUESTREQUESTS), (2) TO ONE OF THE ISSUERS COMPANY 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. A1-3 Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

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 will in no way modify or restrict any of the terms or provisions hereof. SIGNATURES Dated as of December ___August 8, 1997 ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P BY: ▇▇▇▇▇▇▇ MANAGEMENT COMPANY, INC. ITS GENERAL PARTNER By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ------------------------------- Name: Title: By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ------------------------------- Name: Title: ▇▇▇▇▇▇▇ FINANCE 2003 ACC ESCROW CORP. By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ------------------------------- BRUCE R. KNOOIHUIZEN ----------------------------------- Name: Bruce R. Knooihuizen Title: Attest: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ --------------------------------- STATE STREET BANK AND TRUST COMPANY BY: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ------------------------------- Attest: /s/ RONALD L. RIPLEY ----------------------------------- Name: ▇Ronald L. R▇▇▇▇▇ ▇▇▇▇▇: ▇▇▇e President ▇▇▇▇ ▇▇ OKLAHOMA, NATIONAL ASSOCIATION By: /s/ TIM COOK ----------------------------------- Name: Tim Cook Title: VICE PRSIDENT AttestVice Presi▇▇▇▇ ▇ttest: --------------------------------- EXHIBIT A-1 (Face of Note) 10 1/8% Series A Senior Notes due 2007 No._____ CUSIP NO._________ $_____________ /s/ RACHEL WRIGHT ----------------------------------- Authorized Signatory ▇▇▇▇: ▇▇▇▇▇▇ FAMILY RESTAURANTS8, L.P. and ▇▇▇▇▇▇▇ FINANCE 2003 SCHEDULE I SCHEDULE OF GUARANTORS The following schedule lists each Guarantor under the Indenture as of the date of the Indenture: EXHIBIT A1 [Face of Note] ------------------------------------------------------------------------------- CUSIP/CINS ------------ 10% [Series A] [Series B] Senior Notes due 2011 No. $ --- ------------ ACC ESCROW CORP. promise promises to pay to______________________________________________ to CEDE & CO. or registered assigns, the principal sum of___________________________________________ of ---------------------------------------------------------- Dollars on December 15, 2007 2011. ------------- Interest Payment Dates: June 15, and December 15 of each year, commencing December 15, 1998 ------------ ------------ Record Dates: June 1, and December 1 ------------ ------------ Dated: December ___August 8, 1997 ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P. BY: ▇▇▇▇▇▇▇ MANAGEMENT COMPANY, INC. ITS GENERAL PARTNER By: ----------------------------- Name: Title: By: ----------------------------- Name: Title: ▇▇▇▇▇▇▇ FINANCE 2003 ACC ESCROW CORP. By: --------------------------------- Name: Title: By: --------------------------------- Name: Title: This is one of the Global Notes referred to in the within-mentioned Indenture: STATE STREET BANK AND TRUST COMPANY AS TRUSTEE OF OKLAHOMA, NATIONAL ASSOCIATION as Trustee By: -------------------------------- -------------------------------------------- Authorized Signatory -------------------------------------------------------------------------------- A1-1 ([Back of Note) 10 1/8] 10% [Series A A] [Series B] Senior Notes due 2007 UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM2011 [Insert the Global Note Legend, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST ISSUERS (55 ▇▇▇▇▇ ▇▇▇▇▇▇if applicable pursuant to the provisions of the Indenture] [Insert the Private Placement Legend, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) ("▇▇▇"), TO THE ISSUERS 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. THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER ▇▇▇▇▇▇▇ ▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ 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 THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED IN RULE 144A THEREUNDER. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE ISSUERS THAT (A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE 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 UNDER THE SECURITIES ACT, (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 ISSUERS SO REQUEST), (2) TO ONE OF THE ISSUERS 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. if applicable pursuant to the provisions of the Indenture] Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table Contents 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 on following page SIGNATURES Dated as of December _May __, 1997 ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P BY: ▇▇▇▇▇▇▇ MANAGEMENT COMPANYAMERICAN BUILDERS & CONTRACTORS SUPPLY CO., INC. ITS GENERAL PARTNER By: /s/ ---------------------------------- Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ------------------------------- Name: Title: ByPresident and Chief Executive Officer Attest: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ------------------------------- Name: Title: ▇▇▇▇▇▇▇ FINANCE CORPAMCRAFT BUILDING PRODUCTS CO., INC. By: /s/ ---------------------------------- Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ------------------------------- Title: President and CEO Attest: MULE-HIDE PRODUCTS CO., INC. By: ---------------------------------- Name: Title: Attest: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ --------------------------------- STATE STREET Title: President and CEO Attest: NORWEST BANK AND TRUST COMPANY BYMINNESOTA, NATIONAL ASSOCIATION By: /s/ ---------------------------------- Name: Title: Attest: SIGNATURES Dated as of May __, 1997 AMERICAN BUILDERS & CONTRACTORS SUPPLY CO., INC. By: ---------------------------------- Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ------------------------------- Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: VICE PRSIDENT President and Chief Executive Officer Attest: --------------------------------- EXHIBIT A-1 AMCRAFT BUILDING PRODUCTS CO., INC. By: ---------------------------------- Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Title: President and CEO Attest: MULE-HIDE PRODUCTS CO., INC. By: ---------------------------------- Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Title: President and CEO Attest: NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION By: ---------------------------------- Name: Title: Attest: Exhibit A (Face of Note) 10 1/810% [Series A A] [Series B] Senior Subordinated Notes due 2007 No._____ CUSIP NO._. $________ $_____________ ▇▇▇▇▇▇▇ FAMILY RESTAURANTSAMERICAN BUILDERS & CONTRACTORS SUPPLY CO., L.P. and ▇▇▇▇▇▇▇ FINANCE CORP. promise INC promises to pay to______________________________________________ to or registered assigns, the principal sum of___________________________________________ of Dollars on December May 15, 2007 2007, Interest Payment Dates: June 15, May 15 and December November 15 of each year, commencing December 15, 1998 Record Dates: June 1, May 1 and December November 1 Dated: December ___----------------------------------------- American Builders & Contractors Supply Co., 1997 ▇▇▇▇▇▇▇ FAMILY RESTAURANTS, L.P. BYInc. -76- By: ------------------------------------------------- Name: ▇▇▇▇▇▇▇ MANAGEMENT COMPANY, INC▇. ITS GENERAL PARTNER By: ----------------------------- Name: Title: By: ----------------------------- Name: Title: ▇▇▇▇▇▇▇▇▇ FINANCE CORP. By: --------------------------------- Name: Title: By: --------------------------------- Name: Title: President and Chief Executive Officer This is one of the Global Notes referred to in the within-mentioned Indenture: STATE STREET BANK AND TRUST COMPANY AS TRUSTEE Norwest Bank Minnesota, National Association as Trustee By: -------------------------------- A1-1 ------------------------------------------------- Name: Title: -77- (Back of Note) 10 1/810% [Series A A] [Series B] Senior Subordinated Notes due 2007 UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM[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 DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARYthis Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST ISSUERS Unless this certificate is presented by an authorized representative of The Depository Trust Company (55 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) ("▇▇▇DTC")) to the issuer or its agent for registration of transfer, TO THE ISSUERS OR ITS AGENT FOR REGISTRATION OF TRANSFERexchange or payment, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE 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 Co. or such other name as may be requested by an authorized representative of DTC (AND ANY PAYMENT IS MADE TO CEDE and any payment is made to Cede & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF 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 inasmuch as the registered owner hereof, Cede & Co., has an interest herein.]/1/ THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THE SECURITY NOTE (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER ▇▇▇▇▇▇▇ ▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ SECURITIES ACT OF 1933 1933, AS AMENDED (THE "SECURITIES ACT"), AND THE SECURITY NOTE EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION EXECUTION THEREFROM. EACH PURCHASER OF THE SECURITY NOTE EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF PROVIDED BY RULE 144A UNDER THE SECURITIES ACT PROVIDED IN RULE 144A THEREUNDERACT. THE HOLDER OF THE SECURITY NOTE EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE ISSUERS COMPANY THAT (A) SUCH SECURITY NOTE MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (1)(a1) (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 UNDER THE SECURITIES ACT144A, (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, ACT OR (d) IN ACCORDANCE WITH ANOTHER EXEMPTION EXTENSION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF THE ISSUERS CONTANY SO REQUESTREQUESTS), (2) TO ONE OF THE ISSUERS CONTANY OR (3) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH ANY 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 FROM IT ------------------------ /1 This paragraph should be included only if the Note is issued in global form. OF THE SECURITY NOTE EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN (A1) ABOVE. ABOVE./2/ Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.