S-4

     As filed with the Securities and Exchange Commission on May 11, 2001
                                                   Registration No. 333-
===============================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                          __________________________
                                   FORM S-4
                            REGISTRATION STATEMENT
                                     Under
                          THE SECURITIES ACT OF 1933

                          __________________________

                                                                                            
           Delaware                    Constellation Brands, Inc.                  16-0716709                    2084
                                     and its subsidiary guarantors:
           New York                    Batavia Wine Cellars, Inc.                  16-1222994                    2084
           New York                  Canandaigua Wine Company, Inc.                16-1462887                    2084
           New York                    Canandaigua Europe Limited                  16-1195581                    5182
           New York                       Roberts Trading Corp.                    16-0865491                    4212
           New York                        Polyphenolics, Inc.                     16-1546354                    2834
       England and Wales                   Canandaigua Limited                     98-0198402                    6719
        The Netherlands                     Canandaigua B.V.                       98-0205132                    6159
           Delaware                    Franciscan Vineyards, Inc.                  94-2602962                    2084
          California                         Allberry, Inc.                        68-0324763                    2084
          California                     Cloud Peak Corporation                    68-0324762                    2084
          California                        M.J. Lewis Corp.                       94-3065450                    2084
          California                     Mt. Veeder Corporation                    94-2862667                    2084
           Delaware                        Barton Incorporated                     36-3500366                    5181
           Delaware                        Barton Brands, Ltd.                     36-3185921                    2085
           Maryland                        Barton Beers, Ltd.                      36-2855879                    5181
          Connecticut               Barton Brands of California, Inc.              06-1048198                    5182
            Georgia                  Barton Brands of Georgia, Inc.                58-1215938                    2085
           New York                  Barton Distillers Import Corp.                13-1794441                    5182
           Delaware                   Barton Financial Corporation                 51-0311795                    6153
           Illinois                        Barton Canada, Ltd.                     36-4283446                    6794
           Wisconsin                   Stevens Point Beverage Co.                  39-0638900                    2082
           Illinois                      Monarch Import Company                    36-3539106                    5181
(State or other jurisdiction of       (Exact name of registrant as              (I.R.S. Employer     (Primary Standard Industrial
incorporation or organization)          specified in its charter)              Identification No.)    Classification Code Number)



                          300 WillowBrook Office Park
                           Fairport, New York 14450
                                 716-218-2169

   (Address, including zip code, and telephone number, including area code,
                 of registrants' principal executive offices)

                            Thomas J. Mullin, Esq.
                 Executive Vice President and General Counsel
                          Constellation Brands, Inc.
                          300 WillowBrook Office Park
                           Fairport, New York 14450
                                 716-218-2169

   (Name, address, including zip code, and telephone number, including area
                          code, of agent for service)

                          ___________________________
                                   Copy to:

                           Bernard S. Kramer, Esq.
                           McDermott, Will & Emery
                            227 West Monroe Street
                         Chicago, Illinois 60606-5096

                          ___________________________

     Approximate date of commencement of proposed sale of securities to the
public: As soon as practicable after the effective date of this registration
statement.

     If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [_]

     If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]

     If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]

                        Calculation of Registration Fee



- -----------------------------------------------------------------------------------------------------------------------------------
    Title of each class of       Amount to be     Proposed maximum offering        Proposed maximum                Amount of
  securities to be registered     registered           price per note         aggregate offering price/(1)/   registration fee/(2)/
- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                                  
8% Series B Senior Notes         $200,000,000               100%                      $200,000,000                  $50,000
- -----------------------------------------------------------------------------------------------------------------------------------
Guarantees of the 8% Series
B Senior Notes                        (2)                    (2)                          (2)                         (2)
- -----------------------------------------------------------------------------------------------------------------------------------


(1) Estimated solely for purposes of determining the registration fee pursuant
to Rule 457(f) under the Securities Act.
(2) No separate consideration will be received for the Guarantees. Pursuant to
Rule 457(n) under the Securities Act, no separate fee is payable for the
Guarantees.

                          ___________________________

     The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with section 8(a) of
the Securities Act or until this registration statement shall become effective
on such date as the Commission, acting pursuant to section 8(a), may determine.




++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+  The information in this prospectus is not complete and may be changed.      +
+  We may not sell these securities until the registration statement filed     +
+  with the Securities and Exchange Commission is effective. This prospectus   +
+  is not an offer to buy these securities in any jurisdiction where the offer +
+  or sale is not permitted.                                                   +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++

                  Subject to Completion, dated May 11, 2001

Prospectus

                                    [LOGO]

                          Constellation Brands, Inc.

                               Offer to Exchange

                       8% Series B Senior Notes due 2008
         (which have been registered under the Securities Act of 1933)

                                      for

                           8% Senior Notes due 2008
    (of which an aggregate principal amount of $200,000,000 is outstanding)


 . We are offering to exchange $200,000,000 of our new 8% Series B Senior Notes
  due 2008 (the "new notes") for $200,000,000 of our outstanding 8% Senior Notes
  due 2008 (the "old notes"). We are offering to issue the new notes to satisfy
  our obligations contained in the registration rights agreement entered into
  when the old notes were sold in transactions permitted by Rule 144A and
  Regulation S under the Securities Act of 1933.

 . The terms of the new notes and the old notes are identical, except for
  transfer restrictions, registration rights, and liquidated damages that apply
  to the old notes.

 . The exchange offer expires at 5:00 p.m., New York City time, on      , 2001
  unless we extend it.

 . The exchange of old notes for new notes will not be a taxable event for United
  States federal income tax purposes. See "Certain United States Federal Income
  Tax Considerations" on page 43 for more information.

See "Risk Factors" beginning on page 5 for a discussion of certain risks that
you should consider before deciding to tender your old notes in the exchange
offer.

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.


               The date of this prospectus is           , 2001.


                               Table of Contents



                                                                                                                          Page
                                                                                                                       
Prospectus Summary..................................................................................................        1
Risk Factors........................................................................................................        5
The Exchange Offer..................................................................................................        9
Use of Proceeds.....................................................................................................       13
Capitalization......................................................................................................       14
Selected Financial Data.............................................................................................       15
Description of the Notes............................................................................................       16
The Guarantors......................................................................................................       43
Certain United States Federal Income Tax Considerations.............................................................       43
Plan of Distribution................................................................................................       46
Experts.............................................................................................................       46
Legal Matters.......................................................................................................       47


We have not authorized any dealer, salesperson or other person to give any
information or to make any representation other than those contained in this
prospectus. You must not rely upon any information or representation not
contained in this prospectus as if we had authorized it. This prospectus does
not constitute an offer to sell or the solicitation of an offer to buy any
securities other than the registered securities to which it relates, nor does
this prospectus constitute an offer to sell or the solicitation of an offer to
buy securities in any jurisdiction to any person to whom it is unlawful to make
such an offer or solicitation in such jurisdiction.

The information in this prospectus is current only as of the date on its cover,
and may change after that date. For any time after the cover date of this
prospectus, we do not represent that our affairs are the same as described or
that the information in this prospectus is correct, nor do we imply those things
by delivering this prospectus to you.

Each broker-dealer that receives new notes for its own account pursuant to the
exchange offer must acknowledge that it will deliver a prospectus in connection
with any resale of new exchange notes. The Letter of Transmittal states that by
so acknowledging and by delivering a prospectus, a broker-dealer will not be
deemed to admit that it is an "underwriter" within the meaning of the Securities
Act of 1933. This prospectus, as it may be amended or supplemented from time to
time, may be used by a broker-dealer in connection with resales of new notes
received in exchange for private notes where the private notes were acquired by
the broker-dealer as a result of market-making activities or other trading
activities. We have agreed that, starting on the expiration date and ending on
the close of business one year after the expiration date, broker-dealers will
make this prospectus available to any other broker-dealer for use in connection
with any such resale. See "Plan of Distribution."

                                ______________

                      Where You Can Find More Information

We file reports and other information with the Securities and Exchange
Commission pursuant to the information requirements of the Securities Exchange
Act of 1934. Our filings with the Securities and Exchange Commission may be
inspected without charge at the public reference room of the Securities and
Exchange Commission at 450 Fifth Street, N.W., Washington, D.C. 20549. You may
obtain information regarding the operation of the public reference room by
calling the Securities and Exchange Commission at 1-800-SEC-0330. In addition,
registration statements and certain other filings made with the Securities and
Exchange Commission through its Electronic Data Gathering, Analysis and
Retrieval system are publicly available through the Securities and Exchange
Commission's website located at http://www.sec.gov, and at our own website at
http://www.cbrands.com.

We have filed with the Securities and Exchange Commission a registration
statement on Form S-4 to register the offer to exchange the new notes for old
notes and to register the new notes to be issued in connection with the exchange
offer. This prospectus is part of that registration statement and, as permitted
by the Securities and Exchange Commission's rules, does not contain all the
information set forth in the registration statement. For further information you
may refer to the registration statement and to the exhibits and schedules filed
as part of the registration statement. You can review and copy the registration
statement and its exhibits and schedules at the Securities and Exchange
Commission's public reference room as described above. The registration
statement, including its exhibits and schedules, is also available on the
Securities and Exchange Commission's website.

                                       i


The Securities and Exchange Commission allows us to "incorporate by reference"
the information we file with it, which means that we can disclose important
business and financial information to you by referring you to those documents.
The information incorporated by reference is considered to be part of this
prospectus, and the information that we file with the Securities and Exchange
Commission later will automatically update and supersede this information. The
share and per share amounts in documents that we have previously filed that we
are incorporating by reference into this prospectus do not reflect the stock
split that we announced on April 12, 2001. See "Explanatory Note." We
incorporate by reference the documents listed below and any filings that we make
with the Securities and Exchange Commission under Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this prospectus:

     .  Annual Report on Form 10-K for the fiscal year ended February 29, 2000;

     .  Quarterly Reports on Form 10-Q for the quarterly periods ended May 31,
        2000, August 31, 2000, and November 30, 2000; and

     .  Current Reports on Form 8-K filed on April 26, 1999 (as amended by Form
        8-K/A filed on June 25, 1999, and by Form 8-K/A filed on November 23,
        1999), April 11, 2000, May 12, 2000, June 22, 2000, September 20, 2000,
        September 27, 2000, January 4, 2001, February 2, 2001, February 12,
        2001, February 20, 2001, February 21, 2001, March 7, 2001, March 14,
        2001, April 12, 2001 (reporting our results for the three month period
        and the twelve month period ended February 28, 2001, and announcing our
        two-for-one stock split), and April 12, 2001 (reporting the proposed
        acquisition by us of Ravenswood Winery, Inc.).

This prospectus incorporates important business and financial information about
the Company that is not included in or delivered with this prospectus. You may
request a copy of this information and any of the filings identified above, at
no cost, by writing or telephoning us at: Constellation Brands, Inc., Attention:
David S. Sorce, Secretary, 300 WillowBrook Office Park, Fairport, New York
14450; telephone number 716-218-2169. To obtain timely delivery of any of this
information or our filings, you must make your request to us no later than five
business days before the expiration date of the exchange offer. The exchange
offer will expire at 5:00 p.m., New York City time, on _________, 2001. See "The
Exchange Offer" for more information.

                                 ____________

                               Explanatory Note

All share and per share amounts in this prospectus are adjusted to give effect
to the two-for-one stock split of our class A common stock and our class B
common stock that we announced on April 12, 2001. The stock split will be
distributed in the form of a stock dividend on or about May 14, 2001, to
stockholders of record on April 30, 2001. Under the terms of the stock dividend,
each holder of class A common stock and each holder of class B common stock will
be issued an additional share of class A common stock or class B common stock
for each such share held. The share and per share amounts in documents that we
have previously filed with the Securities and Exchange Commission that we are
incorporating by reference into this prospectus do not reflect this two-for-one
stock split. See "Where You Can Find More Information."

                                  ____________

                          Forward-Looking Statements

This prospectus contains "forward-looking statements" within the meaning of
Section 27A of the Securities Act and Section 21E of the Securities Exchange
Act. These forward-looking statements are subject to a number of risks and
uncertainties, many of which are beyond our control, that could cause actual
results to differ materially from those set forth in, or implied by, our
forward-looking statements. All statements other than statements of historical
facts included in this prospectus, including the statements under "Prospectus
Summary," regarding our business strategy, future operations, financial
position, estimated revenues, projected costs, prospects, plans and objectives
of management, as well as information concerning expected actions of third
parties are forward-looking statements. When used in this prospectus, the words
"anticipate," "intend," "estimate," "expect," "project" and similar expressions
are intended to identify forward-looking statements, although not all forward-
looking statements contain such identifying words. All forward-looking
statements speak only as of the date of this prospectus. We do not undertake any
obligation to update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise. Although we believe that
the expectations reflected in the forward-looking statements are reasonable, we
can give no assurance that such expectations will prove to be correct. Important
factors that could cause our actual results to differ materially from our
expectations ("cautionary statements") are disclosed under "Risk Factors" and
elsewhere in this prospectus. The cautionary statements qualify all forward-
looking statements attributable to us or persons acting on our behalf.

                                      ii


                                 ____________

                                 Industry Data

Market share and industry data disclosed in this prospectus have been obtained
from the following industry and government publications: The Gomberg-Fredrikson
Report; Adams Liquor Handbook; Adams Wine Handbook; Adams Beer Handbook; Adams
Media Handbook Advance; The U.S. Wine Market: Impact Databank Review and
Forecast; The U.S. Beer Market: Impact Databank Review and Forecast; The U.S.
Distilled Spirits Markets: Impact Databank Review and Forecast; NACM; AC
Nielsen; the Zenith Guide; Beer Marketer's Insights; and The Drink Pocketbook
2001. We have not independently verified these data. Unless otherwise noted, all
references in this prospectus to market share data are based on unit volume and
unless otherwise noted, the most recent complete industry data available are for
1999.

                                 ____________

                             Intellectual Property

We own or have rights to various trademarks, copyrights and trade names used in
our business including the following: Alice White, Almaden, Arbor Mist,
Blackthorn, Black Velvet, Canadian Ltd., Cook's, Covey Run, Diamond White,
Dunnewood, Estancia, Estate Cellars, Fleischmann's, Fleischmann's Royal,
Fleischmann's Schenley, Franciscan, Franciscan Oakville Estate, Gaymor's Olde
English, Golden Wedding, Grant's of St. James, Inglenook, J. Roget, K cider,
MacNaughton, Marcus James, McMaster's, Montezuma, Motif, Mr. Boston, Mystic
Cliffs, Nectar Valley, Oakville Estate, OFC, Paul Masson, Paul Masson Grande
Amber Brandy, QC, St. Regis, Simi, Stone's, Stowells of Chelsea, Talus, Taylor,
Triple Crown and Vendange. This prospectus and the documents incorporated by
reference also include trademarks, service marks and trade names of other
companies.

                                      iii


                              Prospectus Summary

The following summary highlights selected information from this prospectus and
may not contain all the information that is important to you. We encourage you
to read this prospectus and the documents incorporated by reference in their
entirety. Unless we indicate otherwise, the terms "Company," "we," "us" and
"our" refer to Constellation Brands, Inc. together with its subsidiaries.
Constellation Brands, Inc. is a Delaware corporation that was incorporated on
December 4, 1972. On September 19, 2000, the Company changed its name to
Constellation Brands, Inc. from Canandaigua Brands, Inc.

                          Constellation Brands, Inc.

Constellation Brands, Inc. is a leader in the production and marketing of
beverage alcohol brands in North America and the United Kingdom and is a leading
independent drinks wholesaler in the United Kingdom. As the second largest
supplier of wine, the second largest importer of beer and the fourth largest
supplier of distilled spirits, we are the largest single-source supplier of
these products in the United States. In the United Kingdom, we are a leading
marketer of wine and the second largest producer and marketer of cider. With our
broad portfolio, we believe we are distinctly positioned to satisfy an array of
consumer preferences across all beverage alcohol categories. Leading brands in
our portfolio include: Franciscan Oakville Estate, Simi, Estancia, Corona Extra,
Modelo Especial, St. Pauli Girl, Almaden, Arbor Mist, Talus, Vendange, Alice
White, Black Velvet, Fleischmann's, Schenley, Ten High, Stowells of Chelsea,
Blackthorn and K.

Our products are distributed by more than 1,000 wholesale distributors in North
America. In the United Kingdom, we distribute our branded products and those of
other companies to more than 16,000 customers. We operate more than 25
production facilities throughout the world and purchase products for resale from
other producers.

Since our founding in 1945 as a producer and marketer of wine products, we have
grown through a combination of internal growth and acquisitions. Our internal
growth has been driven by leveraging our existing portfolio of leading brands,
developing new products, new packaging and line extensions, and focusing on the
faster growing sectors of the beverage alcohol industry. Since 1991, we have
successfully integrated nine major acquisitions and we are in the process of
integrating our recent Turner Road and Corus acquisitions. These acquisitions
have broadened our portfolio and increased our market share, net sales and cash
flow. For the last twelve months ended November 30, 2000, our net sales and
earnings before interest, taxes, depreciation and amortization ("EBITDA") were
$2.4 billion and $336.2 million, respectively.

                              Recent Developments

During March 2001, we completed a public offering of an aggregate of 4,370,000
shares of our class A common stock. See "Capitalization."

Between February 1, 2001, and April 10, 2001, we announced the following three
acquisitions:

On February 1, 2001, we announced our agreement with Sebastiani Vineyards, Inc.
to purchase its Turner Road Vintners wine business. We consummated this
acquisition on March 5, 2001. In this transaction, we acquired six California
table wine brands, working capital (primarily inventory), two wineries located
in Lodi, California, and related equipment. The purchase price for the brands
and related assets, including assumption of indebtedness, was approximately $290
million.

On March 26, 2001, we announced the closing of our purchase of certain wine
brands, wineries and related assets from Corus Brands, Inc. The purchase price
for the wine brands and related assets, including assumption of indebtedness,
was approximately $52 million plus an earn-out over six years based on the
performance of the brands. As part of this transaction, we entered into long-
term grape supply agreements with affiliates of Corus covering more than 1,000
acres of Washington and Idaho vineyards.

On April 10, 2001, we announced our agreement to acquire Ravenswood Winery,
Inc., a leading premium wine producer based in Sonoma, California. Ravenswood
produces, markets and sells primarily red super-premium and ultra-premium wines
exclusively under the Ravenswood brand name, including the leading super-premium
zinfandel in the United States. Under the terms of the agreement, we will pay
$29.50 in cash for each outstanding share of Ravenswood, or approximately $148
million, and assume net debt, which is expected to be minimal at the time of
closing. The closing of this transaction is subject to customary closing
conditions and is expected to occur in June 2001.

On April 12, 2001, we announced a two-for-one stock split of our class A common
stock and our class B common stock. See "Explanatory Note."

                                       1


                              The Exchange Offer

                                                       
Notes Offered......................................       We are offering up to $200,000,000 aggregate principal
                                                          amount of new 8% Series B Senior Notes due 2008.

                                                          The new 8% Series B Senior Notes have been registered under
                                                          the Securities Act.

The Exchange Offer.................................       We are offering to issue new notes in exchange for a like
                                                          principal amount of your old notes. For procedures for
                                                          tendering, see "The Exchange Offer."

Expiration Date; Withdrawal Rights.................       The exchange offer expires at, and you may withdraw your
                                                          tender of old notes at any time before, 5:00 p.m., New York
                                                          City time, on                   , 2001 unless we extend the
                                                          exchange offer.

Procedures for Tendering Old Notes.................       We issued the old notes in the form of two global notes.
                                                          The global notes were deposited with BNY Midwest Trust
                                                          Company, as custodian for Cede & Co., nominee of The
                                                          Depository Trust Company ("DTC"). Beneficial interests in
                                                          the notes are shown on records that DTC maintains in
                                                          book-entry form.

                                                          To tender old notes in the exchange offer, DTC must transfer
                                                          your outstanding notes in accordance with DTC's standard
                                                          procedures for such transfer. In lieu of delivering a
                                                          letter of transmittal to the exchange agent, a
                                                          computer-generated message, in which the holder of the old
                                                          notes acknowledges and agrees to be bound by the letter of
                                                          transmittal, must be transmitted by DTC on behalf of a
                                                          holder and received by the exchange agent before 5:00 p.m.,
                                                          New York City time, on the expiration date of the exchange
                                                          offer.

U.S. Federal Income Tax Consequences...............       Your exchange of old notes for new notes in the exchange
                                                          offer should not result in any income, gain or loss to you
                                                          for United States federal income tax purposes. See "Certain
                                                          United States Federal Income Tax Considerations."

Use of Proceeds....................................       We will not receive any proceeds from the exchange pursuant
                                                          to the exchange offer.

Exchange Agent.....................................       The Bank of New York, through its offices in New York
                                                          specified in this prospectus, is acting as the exchange
                                                          agent for the exchange offer. See "The Exchange
                                                          Offer-Exchange Agent" for the telephone number of the
                                                          offices of the exchange agent.



                                       2


                     Summary Description of the New Notes

The terms of the new notes to be issued in the exchange offer and the
outstanding old notes are identical except for transfer restrictions,
registration rights, and liquidated damages that apply to the old notes. When we
refer to the term "note" or "notes", we are referring to both the outstanding
old notes and the new notes to be issued in the exchange offer.

                                              
Issuer.......................................    Constellation Brands, Inc.

Total Amount of Notes Offered................    $200,000,000 aggregate principal amount of new 8% Series B Senior Notes
                                                 due 2008.

Maturity.....................................    February 15, 2008.

Interest Payment Dates.......................    Semi-annually on February 15 and August 15, commencing August 15, 2001.

Subsidiary Guarantors........................    The notes will be unconditionally guaranteed by each of our subsidiaries that
                                                 guarantee any of our other indebtedness or other indebtedness of the
                                                 guarantors of the notes.

Ranking......................................    The notes will be senior unsecured obligations and will rank equally with our
                                                 other unsecured and unsubordinated indebtedness. The notes will be
                                                 effectively subordinated to our secured indebtedness.

Optional Redemption..........................    The notes will be redeemable at any time at a make-whole amount. See
                                                 "Description of the Notes-Optional Redemption."

Change of Control............................    Upon the occurrence of a "Change of Control," each holder of the notes will
                                                 have the right to require us to repurchase such holder's notes at a price equal
                                                 to 101% of the principal amount hereof, plus accrued and unpaid interest, if
                                                 any, to the date of repurchase.

Covenants....................................    The indenture relating to the notes contains various covenants, including, but
                                                 not limited to, covenants with respect to the following matters:

                                                 .    limitation on indebtedness;

                                                 .    limitation on restricted payments;

                                                 .    limitation on transactions with affiliates;

                                                 .    limitation on liens;

                                                 .    limitation on sale of assets;

                                                 .    limitation on issuances of guarantees;

                                                 .    limitation on subsidiary capital stock;

                                                 .    limitation on dividends and other payment restrictions affecting
                                                      subsidiaries; and

                                                 .    restrictions on consolidations, mergers and the sale of assets.

Governing Law................................    The new notes and the indenture under which the new notes will be issued are
                                                 governed by the laws of the State of New York.


Trustee......................................    BNY Midwest Trust Company.



                                       3


Book-Entry Transfer Facilities...............    The Depository Trust Company.



                      Failure to Exchange Your Old Notes

The old notes that you do not tender or we do not accept will, following the
exchange offer, continue to be restricted securities. Therefore, you may only
transfer or resell them in a transaction registered under or exempt from the
Securities Act and applicable state securities laws. We will issue the new notes
in exchange for the old notes under the exchange offer only following the
satisfaction of the procedures and conditions described under the caption "The
Exchange Offer". Because we anticipate that most holders of the old notes will
elect to exchange their old notes, we expect that the liquidity of the markets,
if any, for any old notes remaining after the completion of the exchange offer
will be substantially limited. Any old notes tendered and exchanged in the
exchange offer will reduce the aggregate principal amount outstanding of the old
notes.

                                 Risk Factors


You should carefully consider all of the information set forth in this
prospectus and, in particular, should evaluate the specific factors under "Risk
Factors" beginning on page 5 before tendering your old notes in the exchange
offer.


                             ____________________

Our principal executive offices are located at 300 WillowBrook Office Park,
Fairport, New York 14450, and our telephone number is 716-218-2169. We maintain
a website at www.cbrands.com. The information on our website is not part of this
prospectus and is not incorporated by reference in this prospectus.

                                       4


                                 Risk Factors


You should consider carefully all of the information in this prospectus and
incorporated by reference in this prospectus. In particular, you should
carefully evaluate the following risks before tendering your old notes in the
exchange offer. However, the risk factors set forth below, other than the first
two risk factors, are also generally applicable to the old notes as well as the
new notes.

This prospectus includes "forward-looking statements" within the meaning of
Section 27A of the Securities Act and Section 21E of the Securities Exchange
Act. These forward-looking statements include, in particular, the statements
about our plans, strategies and prospects under the heading "Prospectus
Summary." Although we believe that our plans, intentions and expectations
reflected in or suggested by such forward-looking statements are reasonable, we
cannot assure you that we will achieve such plans, intentions or expectations.
Important factors that could cause actual results to differ materially from the
forward-looking statements we make in this prospectus are set forth below and
elsewhere in this prospectus. All forward-looking statements attributable to us
or persons acting on our behalf are expressly qualified in their entirety by the
following cautionary statements.

The liquidity of unexchanged old notes will be substantially limited following
the exchange offer.

Although we believe there is currently a limited trading market for the old
notes, no generally reliable public pricing information for the old notes is
available. The trading market for unexchanged old notes could become even more
limited or nonexistent due to the reduction in the amount of old notes
outstanding after the exchange offer, which might adversely affect the
liquidity, market price and price volatility of the old notes. If a market for
unexchanged old notes exists or develops, the old notes may trade at a discount
to the price at which such old notes would trade if the amount outstanding were
not reduced, depending on prevailing interest rates, the market for similar
securities, our operating results, and other factors. However, there can be no
assurance that an active market in the unexchanged old notes will exist, develop
or be maintained and no assurance as to the prices at which the unexchanged old
notes may be traded.

Tendering holders of old notes cannot be sure that an active market will develop
for the new notes.

No assurance can be given that an active market for the new notes will develop.
The trading price of the new notes may depend upon prevailing interest rates,
the market for similar securities, our operating results, and other factors,
including general economic conditions. If there is no active trading market, you
may not be able to sell your new notes at their fair market value or at all.

Our indebtedness could have a material adverse effect on our financial health
and our ability to fulfill our obligations under the notes.

We have incurred substantial indebtedness to finance our acquisitions and we may
incur substantial additional indebtedness in the future to finance further
acquisitions. As of November 30, 2000, we have approximately $1.3 billion of
indebtedness outstanding, which does not include approximately $166.8 million of
revolving loans we had available to draw under our senior credit facility. Our
ability to satisfy our debt obligations outstanding from time to time will
depend upon our future operating performance, which is subject to prevailing
economic conditions, levels of interest rates and financial, business and other
factors, many of which are beyond our control. Therefore, there can be no
assurance that our cash flow from operations will be sufficient to meet all of
our debt service requirements and to fund our capital expenditure requirements.

Our current and future debt service obligations and covenants could have
important consequences to you. Such obligations and covenants include, and may
include, the following:


     .    our ability to obtain financing for future working capital needs or
          acquisitions or other purposes may be limited;

     .    a significant portion of our cash flow from operations will be
          dedicated to the payment of principal and interest on our
          indebtedness, thereby reducing funds available for operations;

     .    we are subject to restrictive covenants that could limit our ability
          to conduct our business; and

     .    we may be more vulnerable to adverse economic conditions than our less
          leveraged competitors and, thus, may be limited in our ability to
          withstand competitive pressures.

The restrictive covenants included in our senior credit facility, our current
indentures and the indenture under which the old notes have been, and the new
notes will be, issued include, among others, those restricting additional liens,
additional borrowing, the sale of assets, changes of control, the payment of
dividends, transactions with affiliates, the making of investments and certain
other fundamental changes. The senior credit facility also contains restrictions
on acquisitions and certain financial ratio tests

                                       5


including a debt coverage ratio, a senior debt coverage ratio, a fixed charges
ratio and an interest coverage ratio. These restrictions could limit our ability
to conduct business. A failure to comply with the obligations contained in the
senior credit facility, our current indentures or the indenture under which the
old notes have been, and the new notes will be, issued could result in an event
of default under such agreements, which could require us to immediately repay
the related debt and also debt under other agreements that may contain cross-
acceleration or cross-default provisions.

The notes are unsecured; and the stock of some of our subsidiaries is pledged to
secure our senior credit facility.

The notes are not secured by any of our assets. Our obligations under our senior
credit facility, however, are secured by (i) first priority pledges of 100% of
the capital stock of Canandaigua Limited and all of our domestic operating
subsidiaries and (ii) first priority pledges of 65% of the capital stock held by
us of Matthew Clark plc; B.B. Servicios, S.A. de C.V.; Canandaigua World Sales
Limited; and Schenley Distilleries Inc./Les Distilleries Schenley Inc. If the
Company becomes insolvent or is liquidated, or if payment under our senior
credit facility is accelerated, the lenders under the facility would be entitled
to exercise the remedies available to a secured lender under applicable law and
pursuant to the agreement governing such indebtedness. In any such event,
because the notes will not be secured by any of our assets, it is possible that
there would be no assets remaining from which claims of the holders of the notes
could be satisfied or, if any such assets remained, such assets might be
insufficient to satisfy such claims fully.

Our ability to make payments on the notes depends on our ability to receive
dividends from our subsidiaries, and Matthew Clark is not a guarantor of the
notes.

We are a holding company and conduct almost all of our operations through our
subsidiaries. As of November 30, 2000, approximately 89% of our tangible assets
were held by our subsidiaries. The capital stock of our subsidiaries represents
substantially all the assets of the holding company. Accordingly, we are
dependent on the cash flows of our subsidiaries to meet our obligations,
including the payment of the principal and interest on the notes. See
"Description of the Notes."

The notes are guaranteed, jointly and severally, by each of our subsidiaries
that guarantee any of our other indebtedness or other indebtedness of the
guarantors of the notes. Holders of the notes will not have a direct claim on
assets of subsidiaries that do not guarantee the notes (including, most
significantly, the assets of Matthew Clark). For the nine months ended November
30, 2000, approximately $519.3 million of our net sales were from the operations
of Matthew Clark, which is not a guarantor of the notes, and approximately $1.3
billion of our net sales were from our operations and the operations of the
guarantors of the notes. Under U.S. bankruptcy law and comparable provisions of
state fraudulent transfer laws, a court could subordinate or void any guarantee
if it found that the guarantee was incurred with actual intent to hinder, delay
or defraud creditors or the guarantor did not receive fair consideration or
reasonably equivalent value for the guarantee and the guarantor was any of the
following: (i) insolvent or was rendered insolvent because of the guarantee;
(ii) engaged in a business or transaction for which its remaining assets
constituted unreasonably small capital; or (iii) intended to incur, or believed
that it would incur, debts beyond its ability to pay at maturity. To the extent
any guarantee were to be voided as a fraudulent conveyance or held unenforceable
for any other reason, holders of the notes would cease to have any claim in
respect of such guarantor and would be solely our creditors and any guarantor
whose guarantee was not voided or held unenforceable. In such event, the claims
of the holders of the notes against the issuer of an invalid guarantee would be
subject to the prior payment of all liabilities of such guarantor. There can be
no assurance that, after providing for all prior claims, there would be
sufficient assets to satisfy the claims of the holders of the notes relating to
any voided guarantee.

We may not be able to purchase the notes in the event of a change of control.

Upon the occurrence of certain specific kinds of change of control events, we
will be required to make an offer to repurchase the notes at 101% of their
principal amount plus accrued interest and we will be required to repay our
senior credit facility in full. However, it is possible that we will not have
sufficient funds at the time of the change of control to make the required
repurchase of notes or to repay our senior credit facility. Even if we did have
sufficient funds to carry out such a repurchase, the financial effect of the
repurchase could cause us to default on our other indebtedness. See "Description
of the Notes--Certain Covenants--Purchase of Notes Upon a Change of Control."

Our acquisition strategy may not be successful.

We have recently made a number of acquisitions, including the Turner Road and
Corus acquisitions, and anticipate that we may, from time to time, acquire
additional businesses, assets or securities of companies that we believe would
provide a strategic fit with our business. Any other acquired business will need
to be integrated with our existing operations. There can be no assurance that we
will effectively assimilate the business or product offerings of acquired
companies into our business or product offerings. Any acquisitions also will be
accompanied by risks such as potential exposure to unknown liabilities of
acquired companies, the difficulty and expense of integrating the operations and
personnel of the acquired companies, the potential disruption to our

                                       6


business, the diversion of management time and attention, the impairment of
relationships with and the possible loss of key employees and customers of the
acquired business, the incurrence of amortization expenses if any acquisition is
accounted for as a purchase. Our failure to adequately manage the risks
associated with any acquisitions could have a material adverse effect on our
financial condition or results of operations.

The termination or non-renewal of imported beer distribution agreements could
have a material adverse effect on our business.

All of our imported beer products are marketed and sold pursuant to exclusive
distribution agreements with the suppliers of these products which are subject
to renewal from time to time. Our exclusive agreement to distribute Corona Extra
and our other Mexican beer brands in 25 primarily western U.S. states expires in
December 2006 and, subject to compliance with certain performance criteria,
continued retention of certain personnel and other terms of the agreement, will
be automatically renewed for additional terms of five years. Changes in control
of Constellation Brands, Inc. or its subsidiaries involved in importing the
Mexican beer brands, or changes in the chief executive officer of such
subsidiaries, may be a basis for the supplier, unless it consents to such
changes, to terminate the agreement. The supplier's consent to such changes may
not be unreasonably withheld. Prior to their expiration, these agreements may be
terminated if we fail to meet certain performance criteria. We believe that we
are currently in compliance with all of our material imported beer distribution
agreements. From time to time we have failed, and may in the future fail, to
satisfy certain performance criteria in our distribution agreements. It is
possible that our beer distribution agreements may not be renewed or may be
terminated prior to expiration.

Our business could be adversely affected by a general decline in the consumption
of products we sell.

In the United States, the overall per capita consumption of beverage alcohol
products by adults (ages 21 and over) has declined substantially over the past
20 years. These declines have been caused by a variety of factors including:

     .    increased concern about the health consequences of consuming beverage
          alcohol products and about drinking and driving;

     .    a trend toward a healthier diet including lighter, lower calorie
          beverages such as diet soft drinks, juices and water products;

     .    the increased activity of anti-alcohol consumer groups; and

     .    increased federal and state excise taxes.

An increase in excise taxes and government restrictions could have a material
adverse effect on our business.

In the United States, the federal government and individual states impose excise
taxes on beverage alcohol products in varying amounts which have been subject to
change. Increases in excise taxes on beverage alcohol products, if enacted,
could materially and adversely affect our financial condition or results of
operations. In addition, the beverage alcohol products industry is subject to
extensive regulation by state and federal agencies. The federal U.S. Bureau of
Alcohol, Tobacco and Firearms and the various state liquor authorities regulate
such matters as licensing requirements, trade and pricing practices, permitted
and required labeling, advertising and relations with wholesalers and retailers.
In recent years, federal and state regulators have required warning labels and
signage. In the United Kingdom, Matthew Clark carries on its operations under a
Customs and Excise License. Licenses are required for all premises where wine is
produced. Matthew Clark holds a license to act as an excise warehouse operator
and registrations have been secured for the production of cider and bottled
water. New or revised regulations or increased licensing fees and requirements
could have a material adverse effect on our financial condition or results of
operations.

We rely on the performance of wholesale distributors for the success of our
business.

In the United States, we sell our products principally to wholesalers for resale
to retail outlets including grocery stores, package liquor stores, club and
discount stores and restaurants. The replacement or poor performance of our
major wholesalers or our inability to collect accounts receivable from our major
wholesalers could materially and adversely affect our results of operations and
financial condition. Distribution channels for beverage alcohol products have
been characterized in recent years by rapid change, including consolidations of
certain wholesalers. In addition, wholesalers and retailers of our products
offer products which compete directly with our products for retail shelf space
and consumer purchases. Accordingly, there is a risk that these wholesalers or
retailers may give higher priority to products of our competitors. In the
future, our wholesalers and retailers may not continue to purchase our products
or provide our products with adequate levels of promotional support.

We generally do not have long-term supply contracts and we are subject to
substantial price fluctuations for grapes and grape-related materials, and we
have a limited group of suppliers of glass bottles.

                                       7


Our business is heavily dependent upon raw materials, such as grapes, grape
juice concentrate, grains, alcohol and packaging materials from third-party
suppliers. We could experience raw material supply, production or shipment
difficulties which could adversely affect our ability to supply goods to our
customers. We are also directly affected by increases in the costs of such raw
materials. In the past we have experienced dramatic increases in the cost of
grapes. Although we believe we have adequate sources of grape supplies, in the
event demand for certain wine products exceeds expectations, we could experience
shortages. In addition, one of our largest components of cost of goods sold is
that of glass bottles, which have only a small number of producers. The
inability of any of our glass bottle suppliers to satisfy our requirements could
adversely affect our business.

Competition could have a material adverse effect on our business.

We are in a highly competitive industry and the dollar amount, and unit volume,
of our sales could be negatively affected by our inability to maintain or
increase prices, changes in geographic or product mix, a general decline in
beverage alcohol consumption or the decision of our wholesale customers,
retailers or consumers to purchase competitive products instead of our products.
Wholesaler, retailer and consumer purchasing decisions are influenced by, among
other things, the perceived absolute or relative overall value of our products,
including their quality or pricing, compared to competitive products. Unit
volume and dollar sales could also be affected by pricing, purchasing,
financing, operational, advertising or promotional decisions made by wholesalers
and retailers which could affect their supply of, or consumer demand for, our
products. We could also experience higher than expected selling, general and
administrative expenses if we find it necessary to increase the number of our
personnel or our advertising or promotional expenditures to maintain our
competitive position or for other reasons.

We are controlled by the Sands family.

Our outstanding capital stock consists of class A common stock and class B
common stock. Holders of class A common stock are entitled to one vote per share
and are entitled, as a class, to elect one fourth of the members of our board of
directors. Holders of class B common stock are entitled to 10 votes per share
and are entitled, as a class, to elect the remaining directors. As of March 31,
2001, the Sands family beneficially owned approximately 11% of the outstanding
shares of class A common stock (exclusive of shares of class A common stock
issuable pursuant to the conversion feature of the class B common stock owned by
the Sands family) and approximately 92% of the outstanding shares of class B
common stock. On all matters other than the election of directors, the Sands
family has the ability to vote approximately 62% of the votes entitled to be
cast by holders of our outstanding capital stock, voting as a single class.
Consequently, we are essentially controlled by the Sands family and they would
generally have sufficient voting power to determine the outcome of any corporate
transaction or other matter submitted to our stockholders for approval.

                                       8


                              The Exchange Offer

Purpose and Effect of the Exchange Offer

In connection with the issuance of the old notes, we entered into a registration
rights agreement. Under the registration rights agreement, we agreed to:


     .    use our reasonable best efforts to file a registration statement with
          the Securities and Exchange Commission for an exchange of the new
          notes for the old notes under the Securities Act and to keep the
          registration statement effective until the closing of the exchange
          offer;

     .    use our reasonable best efforts to cause the exchange offer to be
          consummated within 210 days following the original issuance of the old
          notes;

     .    keep the exchange offer open for acceptance for a period of not less
          than 20 business days after the date notice thereof is mailed to
          holders of the old notes, or longer if required by applicable law; and

     .    accept for exchange all old notes validly tendered and not validly
          withdrawn in the exchange offer in accordance with the terms of the
          registration statement and letter of transmittal.

As soon as practicable after the exchange offer registration statement becomes
effective, we will offer eligible holders of the old notes the opportunity to
exchange their old notes for new notes registered under the Securities Act.
Holders are eligible if they are not prohibited by any law or policy of the
Securities and Exchange Commission from participating in this exchange offer.
The new notes will be identical to the old notes except that the new notes will
not contain terms with respect to transfer restrictions, registration rights or
liquidated damages.

In the event that due to a change in current interpretations by the Securities
and Exchange Commission, we are not permitted to effect the exchange offer, it
is contemplated that we will instead file a shelf registration statement
covering resales by the holders of the old notes and will use our reasonable
best efforts to cause the shelf registration statement to become effective and
to keep the shelf registration statement effective for a maximum of two years
from the closing date, which is the date we delivered the old notes to their
initial purchasers.

The description of the registration rights agreement contained in this section
is a summary only. For more information, you should review the provisions of the
registration rights agreement that we filed with the Securities and Exchange
Commission as an exhibit to the registration statement of which this prospectus
is a part.

In this section entitled "The Exchange Offer," the term "holder" includes any
person that owns a beneficial interest in the old notes.

Terms of the Exchange Offer

The expiration date of the exchange offer is 5:00 p.m., New York City time, on
          , 2001 unless we extend the exchange offer.

The exchange offer is not conditioned upon holders tendering a minimum principal
amount of old notes.

You do not have any appraisal or dissenters' rights in the exchange offer. If
you do not tender old notes or you tender old notes that we do not accept, your
old notes will remain outstanding. Any old notes will be entitled to the
benefits of the indenture under which they were issued. See "Risk Factors" for
more information regarding old notes that remain outstanding after the exchange
offer.

After the expiration date, we will return to you any tendered old notes that we
did not accept for exchange.

You will not have to pay brokerage commissions or fees or transfer taxes for
exchanging your notes if you follow the instructions in the letter of
transmittal. We will pay the charges and expenses, other than those taxes
described below, in the exchange offer. See "-Delivery of Documents by Exchange
Agent; Fees and Expenses" below for further information regarding fees and
expenses. Neither we nor our board of directors recommends that you tender or
not tender old notes in the exchange offer. In addition, we have not authorized
anyone to make any recommendation. You must decide whether to tender in the
exchange offer and, if so, the aggregate amount of old notes to tender.

                                       9


We have the right, in accordance with applicable law, at any time:

     .    to delay the acceptance of the old notes;

     .    to terminate the exchange offer if we determine that any of the
          conditions to the exchange offer have not occurred or have not been
          satisfied;

     .    to extend the expiration date of the exchange offer and keep all old
          notes tendered other than those notes properly withdrawn; and

     .    to waive any condition or amend the terms of the exchange offer.

If we materially change the exchange offer, or if we waive a material condition
of the exchange offer, we will extend the exchange offer if required by Rule
14e-1 under the Securities Exchange Act. If we exercise any of the rights listed
above, we will promptly give written notice of the action to the exchange agent,
as described below under "-Exchange Agent", and we will issue a release to
appropriate news agencies. In the case of an extension, an announcement will be
made no later than 9:00 a.m., New York City time, on the next business day after
the previously scheduled expiration date.

Acceptance of Old Notes for Exchange, and Issuance of New Notes

We will issue to the exchange agent new notes for old notes tendered and
accepted and not withdrawn promptly after the expiration date. The exchange
agent might not deliver the new notes to all tendering holders at the same time.
The timing of delivery depends upon when the exchange agent receives and
processes the required documents.

We will be deemed to have exchanged old notes validly tendered and not withdrawn
when we give written notice to the exchange agent of their acceptance. The
exchange agent is our agent for receiving tenders of old notes, letters of
transmittal and related documents. If for any reason, we:

     .    delay the acceptance or exchange of any old notes, or

     .    extend the exchange offer, or

     .    are unable to accept or exchange notes,

then the exchange agent may, on our behalf and subject to Rule 14e-1(c) under
the Securities Exchange Act, retain tendered notes. Old notes that the exchange
agent retains may not be withdrawn, except according to the withdrawal
procedures outlined below in "Procedures for Tendering Old Notes-Withdrawal of
Tenders."

In tendering old notes, you must warrant in the letter of transmittal or in an
agent's message, which is described below, that:

     .    you have full power and authority to tender, exchange, sell, assign
          and transfer old notes;

     .    we will acquire good, marketable and unencumbered title to the
          tendered old notes, free and clear of all liens, restrictions, charges
          and other encumbrances; and

     .    the old notes tendered for exchange are not subject to any adverse
          claims or proxies.

You also must warrant and agree that you will, upon request, execute and deliver
any additional documents that either we or the exchange agent requests to
complete the exchange, sale, assignment, and transfer of the old notes.

Procedures for Tendering Old Notes

To tender old notes in the exchange offer, the holder of the notes must transfer
such notes in accordance with DTC's automated transfer procedures ("ATOP").

In lieu of delivering a letter of transmittal to the exchange agent, a computer-
generated message, in which the holder of the old notes acknowledges and agrees
to be bound by the terms of the letter of transmittal, must be transmitted by
DTC on behalf of a holder and received by the exchange agent prior to 5:00 p.m.,
New York City time, on the expiration date.

The tender by a holder of old notes will constitute an agreement between the
holder and us in accordance with the terms and subject to the conditions set
forth herein and in the letter of transmittal.

                                       10


No letter of transmittal should be sent to us.

Any beneficial holder whose old notes are held through its broker, dealer,
commercial bank, trust company or other nominee and who wishes to tender should
contact such nominee promptly and instruct such nominee to tender on its behalf.

Determination of Validity

All the questions as to the validity, form, eligibility, time of receipt,
acceptance and withdrawal of the tendered old notes will be determined by us in
our sole discretion, which determinations will be final and binding.  We reserve
the absolute right to reject any and all old notes not validly tendered or any
old notes our acceptance of which would, in the opinion of our counsel, be
unlawful.  We also reserve the absolute right to waive any irregularities or
conditions of tender as to particular old notes.  Our interpretation of the
terms and conditions of the exchange offer, including the instructions in the
letter of transmittal, will be final and binding on parties.  Unless waived, any
defects or irregularities in connection with tenders of old notes must be cured
within such time as we shall determine.  Neither we, the exchange agent, nor any
other person shall be under any duty to give notification of defects or
irregularities with respect to tenders of old notes, and none of them incur any
liability for failure to give such notification.  Tenders of old notes will not
be deemed to have been made until such irregularities have been cured or waived.
Any old notes received by the exchange agent that are not properly tendered and
as to which the defects or irregularities have not been cured or waived will be
returned without cost by the exchange agent to the tendering holder of such old
notes unless otherwise provided in the letter of transmittal, as soon as
practicable following the expiration date.

In addition, we reserve the right in our sole discretion to:

     .    purchase or make offers for any old notes that remain outstanding
          subsequent to the expiration date, or to terminate the exchange offer;
          and

     .    to the extent permitted by applicable law, purchase old notes in the
          open market, in privately negotiated transactions or otherwise.

The terms of any such purchases or offers may differ from the terms of the
exchange offer.

By tendering, each holder of old notes will represent to us that, among other
things, the new notes acquired pursuant to the exchange offer are being obtained
in the ordinary course of business of the person receiving such new notes,
whether or not such person is the holder, that neither the holder nor any other
person has an arrangement or understanding with any person to participate in the
distribution of the new notes, and that neither the holder nor any such other
person is an "affiliate" of ours within the meaning of Rule 405 under the
Securities Act.

Withdrawal of Tenders

Except as otherwise provided herein, tenders of old notes may be withdrawn at
any time prior to 5:00 p.m., New York City time, on the expiration date unless
previously accepted for exchange.

To withdraw a tender of old notes in the exchange offer, a notice of withdrawal
must be transmitted by DTC and received by the exchange agent, in accordance
with the standard operating procedures of DTC on behalf of a holder, prior to
5:00 p.m., New York City time, on the expiration date and prior to acceptance
for exchange thereof by us.  Any such notice of withdrawal must:

     .    specify the name of the person having deposited the old notes to be
          withdrawn;

     .    identify the old notes to be withdrawn, including the principal amount
          of such old notes; and

     .    be signed by the depositor in the same manner as the original
          signature on the letter of transmittal by which such old notes were
          tendered, or be accompanied by documents of transfer sufficient to
          permit the trustee with respect to the old notes to register the
          transfer of such old notes into the name of the depositor withdrawing
          the tender.

All questions as to the validity, form and eligibility, including time of
receipt, for such withdrawal notices will be determined by us, and our
determination shall be final and binding on all parties.  Any old notes so
withdrawn will be deemed not to have been validly tendered for purposes of the
exchange offer and no exchange notes will be issued with respect thereto unless
the old notes so withdrawn are validly tendered.  Any old notes which have been
tendered but which are not accepted for exchange will be returned to the holder
thereof without cost to such holder as soon as practicable after withdrawal,
rejection of tender or termination of the exchange offer.  Properly withdrawn
old notes may be tendered by following one of the procedures for tendering
described above at any time prior to the expiration date.

                                       11


Conditions to the Exchange Offer

Notwithstanding any other provisions of the exchange offer, we are not required
to accept for exchange, or to issue new notes in exchange for, any old notes and
may terminate or amend the exchange offer if at any time before the acceptance
of the old notes for exchange or the exchange of the new notes for the old
notes, if

     .    such acceptance or issuance would violate applicable law or any
          applicable interpretation of the Securities and Exchange Commission's
          staff;

     .    any action or proceeding is instituted or threatened in any court or
          by any governmental agency which might materially impair our ability
          to proceed with the exchange offer, or there has occurred in any
          existing action or proceeding that would materially impair our ability
          to consummate the exchange offer; or

     .    we have not obtained all governmental approvals that we deem necessary
          to consummate the exchange offer.

The foregoing conditions are for our sole benefit and any of them may be
asserted by us regardless of the circumstances giving rise to such condition or
may be waived by us in whole or in part at any time and from time to time in our
sole discretion.  Our failure at any time to exercise the foregoing rights is
not to be deemed a waiver of any of our rights and each of our rights shall be
deemed an ongoing right which may be asserted at any time and from time to time.

Exchange Agent

The Bank of New York has been appointed as exchange agent for the exchange of
the old notes.  Questions and requests for assistance relating to the exchange
of the old notes and requests for additional copies of this prospectus or of the
letter of transmittal should be directed to the exchange agent at The Bank of
New York (telephone 212-815-5920).

Resales of New Notes

Based on the staff of the Securities and Exchange Commission's letters to other
parties, we believe that holders of new notes, other than broker-dealers, can
offer the new notes for resale, resell and otherwise transfer the new notes
without delivering a prospectus to prospective purchasers.  However, you must
acquire the new notes in the ordinary course of business and have no intention
of engaging in a distribution of the new notes, as a "distribution" is defined
by the Securities Act.  We are exchanging the old notes for new notes in
reliance upon the staff of the Securities and Exchange Commission's position set
forth in interpretive letters to third parties in other similar transactions.
We will not seek our own interpretive letter.  As a result, we cannot assure you
that the staff will take the same position on this exchange offer as it did in
interpretive letters to other parties.

Delivery of Documents by Exchange Agent; Fees and Expenses

The principal distribution of this prospectus and the letter of transmittal is
being made by mail by the exchange agent. We will pay the exchange agent
customary fees for its services, reimburse the exchange agent for its reasonable
out-of-pocket expenses incurred in connection with the provision of these
services and pay other expenses, including fees and expenses of the trustee,
filing fees, accounting and legal fees, and printing and distribution expenses.
We will not make any payment to brokers, dealers, or others soliciting
acceptances of the exchange offer. We will, however, reimburse reasonable
expenses incurred by brokers and dealers in forwarding this prospectus and the
other exchange offer materials to the holders of the old notes. Solicitations
may be made by telephone, facsimile, or in person by our officers and regular
employees, and also by persons so engaged by the exchange agent, although no
payment will be made to any persons engaged by the exchange agent for soliciting
acceptances of the exchange offer.

Transfer Taxes

You will not be obligated to pay any transfer taxes in connection with any
tender of old notes for exchange, except if you instruct us to register new
notes in the name of, or request that old notes not tendered or not accepted in
the exchange offer be returned to, a person other than the registered tendering
holder, you will be responsible for the payment of any applicable transfer tax
thereon.

Consequences of Failure to Exchange

To the extent we accept old notes in the exchange offer, the aggregate principal
amount of outstanding old notes will decline.  Consequently, liquidity in the
market for old notes could be adversely affected.  See "Risk Factors-The
liquidity of unexchanged old notes will be substantially limited following the
exchange offer."

                                       12


Other

Participation in the exchange offer is voluntary, and holders of old notes
should carefully consider whether to participate.  Holders of old notes are
urged to consult their financial and tax advisors in making their own decisions
on which action to take.

Holders of old notes who do not tender their old notes in the exchange offer
will continue to hold their old notes and will be entitled to all the rights,
and limitations applicable thereto.  To the extent that old notes are tendered
and accepted in the exchange offer, the trading market for untendered shares of
old notes could be adversely affected.

We may in the future seek to acquire untendered old notes in open market or
privately negotiated transactions, through subsequent exchange offers or
otherwise.  We have no present plan to acquire any old notes that are not
tendered in the exchange offer.

                                Use of Proceeds

We will not receive any cash proceeds from the exchange of old notes for new
notes in the exchange offer.

                                       13


                                Capitalization

The following table sets forth our unaudited capitalization as of November 30,
2000

 . on an actual basis, giving effect to the two-for-one stock split to be
  distributed in the form of a stock dividend on or about May 14, 2001, to
  stockholders of record on April 30, 2001 (see "Explanatory Note"), and

 . on an as adjusted basis giving effect to:

  -  our sale of 4,370,000 shares of our class A common stock, after deducting
     underwriting discounts and our estimated offering fees and expenses, and

  -  our sale of the old notes, which was consummated on February 21, 2001.

Since November 30, 2000, except as set forth in this prospectus, there has been
no material change in our capitalization.



                                                                                         November 30, 2000
                                                                             ----------------------------------------
                                                                                 Actual                 As Adjusted
                                                                             --------------           ---------------
                                                                                 (in millions, except share data)
                                                                                                
Long term debt (including current maturities):
  Senior Credit Facility--Revolving Credit Loans.........................       $  121.0                 $  124.8
  Senior Credit Facility--Term Loans.....................................          337.1                    337.1
  8 5/8% Senior Notes due 2006...........................................          200.0                    200.0
  8% Senior Notes due 2008...............................................             --                    200.0
  8 1/2% Series B Senior Notes due 2009..................................            1.4 (a)                  1.4 (a)
  8 1/2% Series C Senior Notes due 2009..................................          218.9 (b)                218.9 (b)
  8 3/4% Senior Subordinated Notes due 2003..............................          193.3                    193.3
  8 1/2% Senior Subordinated Notes due 2009..............................          200.0                    200.0
  Other..................................................................           10.8                     10.8
                                                                                --------                 --------
      Total debt.........................................................        1,282.5                  1,486.3
                                                                                --------                 --------
Stockholders' equity:
  Preferred Stock, $.01 par value--authorized 1,000,000
    shares; issued none..................................................             --                       --
  Class A Common Stock, $.01 par value--
    authorized 120,000,000 shares; issued 36,919,750 shares, actual
    and as adjusted......................................................            0.4                      0.4
  Class B Convertible Common Stock, $.01 par value--
    authorized 20,000,000 shares; issued 7,422,194 shares, actual
    and as adjusted......................................................            0.1                      0.1
  Additional paid-in capital.............................................          254.2                    354.3
  Retained earnings......................................................          437.4                    437.4
  Accumulated other comprehensive income--cumulative
    translation adjustment...............................................          (27.6)                   (27.6)
  Less--Treasury stock (c)...............................................          (81.6)                   (42.3)
                                                                                --------                 --------
      Total stockholders' equity.........................................          582.9                    722.3
                                                                                --------                 --------
      Total capitalization...............................................       $1,865.4                 $2,208.6
                                                                                ========                 ========


(a)  Represents (Pounds)1.0 million converted at a rate of (Pounds)1.00 =
     $1.4251.
(b)  Represents (Pounds)154.0 million less (Pounds)0.4 million unamortized
     discount converted at a rate of (Pounds)1.00 = $1.4251.
(c)  Represents 6,238,224 shares of class A common stock and 1,251,450 shares of
     class B common stock, actual; 1,868,224 shares of class A common stock and
     1,251,450 shares of class B common stock, as adjusted.

                                       14


                            Selected Financial Data

The following table sets forth our selected financial data as of and for each of
the nine month periods ended November 30, 2000 and 1999, as of and for each of
the four fiscal years in the period ended February 29, 2000, as of and for the
six month period ended February 29, 1996, and as of and for the fiscal year
ended August 31, 1995. The income statement data for the three fiscal years in
the period ended February 29, 2000, and the balance sheet data as of February
29, 2000, and February 28, 1999, have been derived from our audited historical
financial statements incorporated by reference into this prospectus, which
financial statements have been audited by Arthur Andersen LLP, independent
public accountants, as indicated on their report thereon. The income statement
data and the balance sheet data as of and for the fiscal year ended February 28,
1997, as of and for the six month period ended February 29, 1996, and as of and
for the fiscal year ended August 31, 1995, have been derived from our audited
historical financial statements. The income statement data and the balance sheet
data as of and for the nine month periods ended November 30, 2000 and 1999, have
been derived from our unaudited historical financial statements incorporated by
reference into this prospectus. The selected financial data below reflect
results of Matthew Clark since December 1, 1998, results of several well-known
Canadian whisky brands, including Black Velvet, and related assets since their
acquisition from Diageo plc and certain of its affiliates on April 9, 1999, and
results of the Franciscan Estates and Simi acquisitions since June 4, 1999.
During January 1996, our board of directors changed the fiscal year end from
August 31 to the last day of February.  The earnings per share amounts in the
income statement data below reflect the two-for-one stock split that we
announced on April 12, 2001.  See "Explanatory Note."

In the opinion of our management, the unaudited data includes all adjustments
(consisting only of normal recurring adjustments) necessary to present fairly
the data for such periods. Interim results for the nine month periods ended
November 30, 2000 and 1999, are not necessarily indicative of results that can
be expected in future periods. It is important that you read the selected
financial data presented below in conjunction with the historical financial
statements and unaudited pro forma financial data included in reports we have
filed with the Securities and Exchange Commission that are incorporated by
reference into this prospectus. See "Where You Can Find More Information."

For the purpose of calculating the ratio of earnings to fixed charges in the
table below, "earnings" represent income before provision for income taxes plus
fixed charges. "Fixed charges" consist of interest expensed and capitalized,
amortization of debt issuance costs, amortization of discount on debt, and the
portion of rental expense which management believes is representative of the
interest component of lease expense.  The ratio of earnings to combined fixed
charges and preferred stock dividend requirements is the same as the ratio of
earnings to fixed charges.



                                             For the Nine      For the Year                                For the Six  For the Year
                                             Months Ended         Ended         For the Years Ended        Months Ended    Ended
                                             November 30,      February 29,         February 28,           February 29,  August 31,
                                            2000       1999        2000       1999        1998      1997        1996       1995
                                          --------   --------    --------   --------    --------   ------     --------   --------
                                             (unaudited)
                                                                    (in millions, except per share data)
                                                                                                
Income Statement Data:
Gross sales.............................. $ 2,436.6  $ 2,383.9   $ 3,088.7  $ 1,984.8   $ 1,632.4  $1,534.4   $  738.4   $1,185.0
Less-excise taxes........................    (584.0)    (579.2)     (748.2)    (487.5)     (419.6)   (399.4)    (203.4)    (278.5)
                                          ---------  ---------   ---------  ---------   ---------  --------   --------   --------
  Net sales..............................   1,852.6    1,804.7     2,340.5    1,497.3     1,212.8   1,135.0      535.0      906.5
Cost of product sold.....................  (1,260.0)  (1,249.8)   (1,618.0)  (1,049.3)     (869.0)   (812.8)    (389.3)    (657.9)
                                          ---------  ---------   ---------  ---------   ---------  --------   --------   --------
  Gross profit...........................     592.6      554.9       722.5      448.0       343.8     322.2      145.7      248.6
Selling, general and administrative
 expenses................................    (379.2)    (368.1)     (481.9)    (299.5)     (231.7)   (209.0)    (112.4)    (159.2)
Nonrecurring charges.....................        --       (5.5)       (5.5)      (2.6)         --        --       (2.4)      (2.2)
                                          ---------  ---------   ---------  ---------   ---------  --------   --------   --------
  Operating income.......................     213.4      181.3       235.1      145.9       112.1     113.2       30.9       87.2
Interest expense, net....................     (81.8)     (78.2)     (106.1)     (41.5)      (32.2)    (34.0)     (17.3)     (24.6)
                                          ---------  ---------   ---------  ---------   ---------  --------   --------   --------
Income before provision for income
  taxes and extraordinary item...........     131.6      103.1       129.0      104.4        79.9      79.2       13.6       62.6
Provision for income taxes...............     (52.6)     (41.3)      (51.6)     (42.5)      (32.8)    (33.0)      (6.2)     (24.0)
                                          ---------  ---------   ---------  ---------   ---------  --------   --------   --------
  Income before extraordinary item.......      79.0       61.8        77.4       61.9        47.1      46.2        7.4       38.6
Extraordinary item, net of income
  taxes..................................        --         --          --      (11.4)         --        --         --         --
                                          ---------  ---------   ---------  ---------   ---------  --------   --------   --------
Net income............................... $    79.0  $    61.8   $    77.4  $    50.5   $    47.1  $   46.2   $    7.4   $   38.6
                                          =========  =========   =========  =========   =========  ========   ========   ========
Earnings per common share:
  Basic:
   Income before extraordinary item...... $    2.16  $    1.72   $    2.14  $    1.69   $    1.26  $   1.19   $   0.19   $   1.03
   Extraordinary item, net of income
    taxes................................        --         --          --      (0.31)         --        --         --         --
                                          ---------  ---------   ---------  ---------   ---------  --------   --------   --------
   Earnings per common share - basic..... $    2.16  $    1.72   $    2.14  $    1.38   $    1.26  $   1.19   $   0.19   $   1.03
                                          =========  =========   =========  =====================  ========   ========   ========
  Diluted:
   Income before extraordinary item...... $    2.12  $    1.67   $    2.09  $    1.65   $    1.23  $   1.18   $   0.19   $   1.02
   Extraordinary item, net of income
    taxes................................        --         --          --      (0.30)         --        --         --         --
                                          ---------  ---------   ---------  ---------   ---------  --------   --------   --------
   Earnings per common share - diluted... $    2.12  $    1.67   $    2.09  $    1.35   $    1.23  $   1.18   $   0.19   $   1.02
                                          =========  =========   =========  =========   =========  ========   ========   ========

Balance Sheet Data (at end of period):
Total assets............................. $ 2,465.8  $ 2,533.0   $ 2,348.8  $ 1,793.8   $ 1,090.6  $1,043.3   $1,045.6   $  770.0
Long-term debt, less current maturities..   1,123.9    1,253.9     1,237.1      831.7       309.2     338.9      327.6      198.9

Other Data:
Ratio of earnings to fixed charges.......       2.5x       2.2x        2.1x       3.2x        3.2x      3.1x       1.7x       3.3x


                                       15


                           Description of the Notes

The terms of the new notes to be issued in the exchange offer and the
outstanding old notes are identical, except for transfer restrictions,
registration rights, and liquidated damages provisions that apply to the old
notes.  Any old notes that remain outstanding after the exchange offer, together
with new notes issued in the exchange offer, will be treated as a single class
of securities under the Indenture for voting purposes.  When we refer to the
term "note" or "notes" in this section, we are referring to both the outstanding
old notes and the new notes to be issued in the exchange offer.  When we refer
in this section to "holders" of the notes, we are referring to those persons who
are the registered holders of notes on the books of the registrar appointed
under the Indenture.  For definitions of certain capitalized terms used in the
following summary, including the term "Company", see "--Certain Definitions."

The old notes have been, and the new notes will be, issued under the indenture,
dated as of February 21, 2001 (the "Indenture"), among the Company, the
Guarantors, and BNY Midwest Trust Company, as trustee (the "Trustee").  The
Indenture is filed as an exhibit to the registration statement of which this
prospectus forms a part.  The principal amount of notes that may be issued under
the Indenture is unlimited.

The following is a summary of the material provisions of the Indenture.  It does
not purport to be complete, and where reference is made to particular provisions
of the Indenture, such provisions, including the definitions of certain terms,
are qualified in their entirety by reference to all of the provisions of the
Indenture and those terms made a part of the Indenture by the Trust Indenture
Act of 1939.

General

The notes will mature on February 15, 2008 and will be unsecured senior
obligations of the Company and will rank pari passu in right of payment to all
of our existing and future unsecured senior Indebtedness. Each note will bear
interest at the rate of 8% per annum from February 21, 2001 or from the most
recent interest payment date to which interest has been paid. Interest on the
notes will be payable semi-annually on February 15 and August 15 of each year,
commencing August 15, 2001, to the Person in whose name the note (or any
predecessor note) is registered at the close of business on the February 1 or
August 1 next preceding such interest payment date. The entire aggregate
principal amount of the notes will become due and payable upon maturity.

Payment of the notes is guaranteed unconditionally by the Guarantors on a senior
basis. The Guarantors are comprised of all of the direct and indirect Domestic
Restricted Subsidiaries of the Company and direct and indirect Foreign
Restricted Subsidiaries that in each case guarantee Other Indebtedness. The
Guarantors (except Canandaigua B.V. and M.J. Lewis Corp.) have also guaranteed
all obligations of the Company under the Credit Agreement. No holder of any
other Indebtedness of the Company will have the benefit of any guarantees which
the holders of the notes do not have.

The notes are direct, senior unsecured obligations of the Company and rank and
will rank pari passu, without any preferences among themselves, with all other
outstanding unsecured and unsubordinated indebtedness, present and future.

Optional Redemption

The notes will be redeemable, in whole or in part, at the option of the Company
at any time at a redemption price equal to the greater of (i) 100% of the
principal amount of such notes, and (ii) as determined by the Quotation Agent
(as defined below), the sum of the present values of the remaining scheduled
payments of principal and interest thereon (not including any portion of such
payments of interest accrued as of the date of redemption) discounted to the
date of redemption on a semi-annual basis (assuming a 360-day year consisting of
twelve 30-day months) at the Adjusted Treasury Rate (as defined below) plus 50
basis points plus, in each case, accrued interest thereon to the date of
redemption.

As used herein:

"Adjusted Treasury Rate" means, with respect to any redemption date, the rate
per annum equal to the semi-annual equivalent yield to maturity of the
Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such redemption date.

"Comparable Treasury Issue" means the United States Treasury Security selected
by the Quotation Agent as having a maturity comparable to the remaining term of
the notes to be redeemed, that would be utilized, at the time of selection and
in accordance with customary financial practice, in pricing new issues of
corporate debt securities of comparable maturity to the remaining term of such
notes.

                                       16


"Comparable Treasury Price" means, with respect to any redemption date, (i) the
average of the Reference Treasury Dealer Quotations for such redemption date,
after excluding the highest and lowest such Reference Treasury Dealer
Quotations, or (ii) if the Trustee obtains fewer than three such Reference
Treasury Dealer Quotations, the average of all such Quotations.

"Quotation Agent" means the Reference Treasury Dealer appointed by the Company.

"Reference Treasury Dealer" means each of (x) Chase Securities Inc., and its
respective successors; provided, however, that if the foregoing shall cease to
be a primary United States Treasury Securities dealer in New York City (a
"Primary Treasury Dealer"), the Company shall substitute therefor another
Primary Treasury Dealer; and (y) any other Primary Treasury Dealer selected by
the Company.

"Reference Treasury Dealer Quotations" means, with respect to each Reference
Treasury Dealer and any redemption date, the average, as determined by the
Company, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m., New York
City time, on the third business day preceding such redemption date.

Notice of any redemption will be mailed at least 30 days but not more than 60
days before the redemption date to each holder of the notes to be redeemed.
Unless the Company defaults in payment of the redemption price, on and after the
redemption date, interest will cease to accrue on the notes or portions thereof
called for redemption.

In the event that less than all of the notes are to be redeemed at any time
pursuant to an optional redemption, selection of such notes for redemption will
be made by the Trustee in compliance with the requirements of the principal U.S.
securities exchange, if any, on which the notes are listed or, if the notes are
not then listed on a U.S. securities exchange, on a pro rata basis, by lot or by
such method as the Trustee shall deem fair and appropriate; provided, however,
that no notes of a principal amount of $1,000 or less shall be redeemed in part.
Notice of redemption shall be mailed by first-class mail at least 30 but not
more than 60 days before the redemption date to each holder of notes to be
redeemed at its registered address. If any note is to be redeemed in part only,
the notice of redemption that relates to such note shall state the portion of
the principal amount thereof to be redeemed. A new note in a principal amount
equal to the unredeemed portion thereof will be issued in the name of the holder
thereof upon cancellation of the original note. On and after the redemption
date, interest will cease to accrue on notes or portions thereof called for
redemption as long as the Company has deposited with the paying agent for the
notes funds in satisfaction of the applicable redemption price pursuant to the
Indenture. Notice of optional redemption will be published in the manner
described below under "--Notices."

Sinking Fund

The notes will not be entitled to the benefit of any sinking fund.

Guarantees of the Notes

The Indenture provides that each of the Guarantors will unconditionally
guarantee (the "Guarantees") on a senior basis, jointly and severally, all of
the Company's obligations under the notes, including its obligations to pay
principal, premium, if any, and interest with respect to the notes. The
Guarantees will be general unsecured obligations of the Guarantors. The
Guarantors (except for Canandaigua B.V. and M.J. Lewis Corp.) have also
guaranteed all obligations of the Company under the Credit Agreement. The
obligations under the Credit Agreement are secured by (i) first priority pledges
of 100% of the capital stock of Canandaigua Limited and all of the Company's
domestic operating subsidiaries and (ii) first priority pledges of 65% of the
capital stock held by the Company of Matthew Clark plc; B.B. Servicios, S.A. de
C.V.; Canandaigua World Sales Limited; and Schenley Distilleries Inc./Les
Distelleries Schenley Inc. The obligations of each Guarantor are limited to the
maximum amount which, after giving effect to all other contingent and fixed
liabilities of such Guarantor and after giving effect to any collections from or
payments made by or on behalf of any other Guarantor in respect of the
obligations of such other Guarantor under its Guarantee or pursuant to its
contribution obligations under the Indenture, will result in the obligations of
such Guarantor under its Guarantee not constituting a fraudulent conveyance or
fraudulent transfer under federal or state law. Each Guarantor that makes a
payment or distribution under a Guarantee shall be entitled to a contribution
from each other Guarantor in a pro rata amount, based on the net assets of each
Guarantor determined in accordance with GAAP.

The Company shall cause each Restricted Subsidiary issuing a Guarantee after the
Issue Date to execute and deliver to the Trustee a supplemental indenture in
form reasonably satisfactory to the Trustee pursuant to which such Restricted
Subsidiary shall become a party to the Indenture and thereby unconditionally
guarantee all of the Company's Obligations under the notes and the Indenture on
the terms set forth therein. Thereafter, such Restricted Subsidiary shall
(unless released in accordance with the terms of the Indenture) be a Guarantor
for all purposes of the Indenture.

                                       17


The Indenture provides that if the notes are defeased in accordance with the
terms of the Indenture, or if, subject to the requirements of the first
paragraph under "Consolidation, Merger, Sale of Assets" all or substantially all
of the assets of any Guarantor or all of the Capital Stock of any Guarantor are
sold (including by issuance or otherwise) by the Company in a transaction
constituting an Asset Sale, and if (x) the Net Cash Proceeds from such Asset
Sale are used in accordance with the covenant described under "Certain
Covenants--Limitation on Sale of Assets" or (y) the Company delivers to the
Trustee an Officers' Certificate to the effect that the Net Cash Proceeds from
such Asset Sale shall be used in accordance with the covenant described under
"Certain Covenants--Limitation on Sale of Assets" and within the time limits
specified by such covenant, then such Guarantor or the Guarantors, as the case
may be (in the event of a defeasance of the notes or a sale or other disposition
of all of the Capital Stock of such Guarantor) or the corporation acquiring such
assets (in the event of a sale or other disposition of all or substantially all
of the assets of such Guarantor) shall be released and discharged of its
Guarantee obligations in respect of the Indenture and the notes.

Any Guarantor that is designated an Unrestricted Subsidiary pursuant to and in
accordance with "Certain Covenants--Designation of Unrestricted Subsidiaries"
below shall upon such Designation be released and discharged of its Guarantee
obligations in respect of the Indenture and the notes and any Unrestricted
Subsidiary whose Designation is revoked pursuant to "Certain Covenants-
Designation of Unrestricted Subsidiaries" below will be required to become a
Guarantor in accordance with the procedure described in the third preceding
paragraph.

Certain Covenants

The Indenture contains, among others, the following covenants:

Limitation on Indebtedness

The Company will not, and will not permit any of its Restricted Subsidiaries to,
Incur any Indebtedness (including any Acquired Indebtedness), except that the
Company and any Guarantor may Incur Indebtedness (including any Acquired
Indebtedness) and any Restricted Subsidiary that is not a Guarantor may Incur
Acquired Indebtedness if, in each case, the Consolidated Fixed Charge Coverage
Ratio for the Company for the four full fiscal quarters immediately preceding
the Incurrence of such Indebtedness taken as one period (and after giving pro
forma effect to (i) the Incurrence of such Indebtedness and (if applicable) the
application of the net proceeds therefrom, including to refinance other
Indebtedness, as if such Indebtedness was Incurred, and the application of such
proceeds occurred, at the beginning of such four-quarter period; (ii) the
Incurrence, repayment or retirement of any other Indebtedness by the Company and
its Restricted Subsidiaries since the first day of such four-quarter period as
if such Indebtedness was Incurred, repaid or retired at the beginning of such
four-quarter period (except that, in making such computation, the amount of
Indebtedness under any revolving credit facility shall be computed based upon
the average daily balance of such Indebtedness during such four-quarter period);
(iii) in the case of Acquired Indebtedness, the related acquisition as if such
acquisition occurred at the beginning of such four quarter period; and (iv) any
acquisition or disposition by the Company and its Restricted Subsidiaries of any
company or any business or any assets out of the ordinary course of business,
whether by merger, stock purchase or sale or asset purchase or sale, or any
related repayment of Indebtedness, in each case since the first day of such
four-quarter period, assuming such acquisition or disposition had been
consummated on the first day of such four-quarter period) is equal to at least
2.00:1.00.

The foregoing limitation will not apply to the incurrence of any of the
following (collectively "Permitted Indebtedness"):

     (i)    Indebtedness of the Company and any Restricted Subsidiary under the
            Credit Agreement in an aggregate principal amount at any one time
            outstanding not to exceed an amount equal to the greater of (x) $1.0
            billion, minus the amount of any repayment of such Indebtedness
            under the Credit Agreement pursuant to "Certain Covenants--
            Limitation on Sale of Assets" below and (y) the Borrowing Base;

     (ii)   Indebtedness of the Company pursuant to the notes and other
            Indebtedness outstanding on the Issue Date (other than Indebtedness
            under the Credit Agreement);

     (iii)  Indebtedness of any Guarantor pursuant to a Guarantee;

     (iv)   Indebtedness of the Company owing to a Restricted Subsidiary;
            provided that any Indebtedness of the Company owing to a Restricted
            Subsidiary that is not a Guarantor is made pursuant to an
            intercompany note in the form attached to the Indenture and is
            subordinated in right of payment from and after such time as the
            notes shall become due and payable (whether at Stated Maturity,
            acceleration or otherwise) to the payment and performance of the
            Company's obligations under the notes; provided, further that any
            disposition, pledge or transfer of any such Indebtedness to a Person
            (other than a disposition, pledge or transfer to a Restricted
            Subsidiary or a pledge to or for the benefit of the lenders under
            the Credit Agreement) shall be deemed to be an incurrence of such
            Indebtedness by the obligor not permitted by this clause (iv);

                                       18


     (v)     Indebtedness of a Restricted Subsidiary owing to the Company or a
             Wholly Owned Restricted Subsidiary; provided that, with respect to
             Indebtedness owing to a Wholly Owned Restricted Subsidiary that is
             not a Guarantor, (x) any such Indebtedness is made pursuant to an
             intercompany note in the form attached to the Indenture and (y) any
             such Indebtedness shall be subordinated in right of payment from
             and after such time as the obligations under the Guarantee by such
             Wholly Owned Restricted Subsidiary shall become due and payable to
             the payment and performance of such Wholly Owned Restricted
             Subsidiary's obligations under its Guarantee; provided, further
             that (a) any disposition, pledge or transfer of any such
             Indebtedness to a Person (other than a disposition, pledge or
             transfer to the Company or a Restricted Subsidiary or a pledge to
             or for the benefit of the lenders under the Credit Agreement) shall
             be deemed to be an incurrence of such Indebtedness by the obligor
             not permitted by this clause (v), and (b) any transaction pursuant
             to which any Restricted Subsidiary, which has Indebtedness owing to
             the Company or any other Restricted Subsidiary, ceases to be a
             Restricted Subsidiary shall be deemed to be the incurrence of
             Indebtedness by such Restricted Subsidiary that is not permitted by
             this clause (v);

     (vi)    guarantees of any Restricted Subsidiary made in accordance with the
             provisions of "Certain Covenants--Limitation on Guarantees by
             Restricted Subsidiaries";

     (vii)   Hedging Obligations of the Company or any Guarantor entered into in
             the ordinary course of business (and not for speculative purposes)
             designed to protect against fluctuations in: (x) interest rates in
             respect of Indebtedness of the Company or any of its Restricted
             Subsidiaries, as long as such obligations at the time incurred do
             not exceed the aggregate principal amount of such Indebtedness then
             outstanding or in good faith anticipated to be outstanding within
             90 days of such Incurrence, (y) currencies or (z) commodities;

     (viii)  any renewals, extensions, substitutions, refundings, refinancings
             or replacements (collectively, a "refinancing") of any Indebtedness
             described in clauses (ii) and (iii) of this definition of
             "Permitted Indebtedness," including any successive refinancings so
             long as the aggregate principal amount of Indebtedness represented
             thereby is not increased by such refinancing plus the lesser of (1)
             the stated amount of any premium, interest or other payment
             required to be paid in connection with such a refinancing pursuant
             to the terms of the Indebtedness being refinanced or (2) the amount
             of premium, interest or other payment actually paid at such time to
             refinance the Indebtedness, plus, in either case, the amount of
             expenses of the Company incurred in connection with such
             refinancing and, in the case of Pari Passu Indebtedness or
             Subordinated Indebtedness, such refinancing does not reduce the
             Average Life to Stated Maturity or the Stated Maturity of such
             Indebtedness; and

     (ix)    Indebtedness, in addition to that described in clauses (i) through
             (viii) of this definition of "Permitted Indebtedness," and any
             renewals, extensions, substitutions, refinancings or replacements
             of such Indebtedness, not to exceed $75.0 million outstanding at
             any one time in the aggregate.

Limitation on Restricted Payments

(a)  The Company will not, and will not permit any Restricted Subsidiary to,
     directly or indirectly:

     (i)     declare or pay any dividend on, or make any distribution to holders
             of, any shares of the Company's Capital Stock (other than dividends
             or distributions payable solely in shares of its Qualified Capital
             Stock or in options, warrants or other rights to acquire such
             Qualified Capital Stock);

     (ii)    purchase, redeem or otherwise acquire or retire for value, directly
             or indirectly, any shares of the Capital Stock of the Company or
             any Affiliate thereof (other than any Wholly Owned Restricted
             Subsidiary of the Company) or options, warrants or other rights to
             acquire such Capital Stock;

     (iii)   make any principal payment on, or repurchase, redeem, defease,
             retire or otherwise acquire for value, prior to any scheduled
             principal payment, sinking fund or maturity, any Subordinated
             Indebtedness;

     (iv)    declare or pay any dividend or distribution on any Capital Stock of
             any Restricted Subsidiary to any Person (other than the Company or
             any of its Restricted Subsidiaries) or purchase, redeem or
             otherwise acquire or retire for value any Capital Stock of any
             Restricted Subsidiary held by any Person (other than the Company or
             any of its Wholly Owned Restricted Subsidiaries);

     (v)     incur, create or assume any guarantee of Indebtedness of any
             Affiliate (other than a Wholly Owned Restricted Subsidiary of the
             Company); or

     (vi)    make any Investment in any Person (other than any Permitted
             Investments)

     (any of the foregoing payments described in clauses (i) through (vi), other
     than any such action that is a Permitted Payment, collectively, "Restricted
     Payments") unless after giving effect to the proposed Restricted Payment
     (the amount of any such Restricted Payment, if other than cash, as
     determined by the Board of Directors of the Company, whose determination
     shall be conclusive and evidenced by a board resolution), (1) no Default or
     Event of Default shall have occurred and be continuing and such Restricted
     Payment shall not be an event which is, or after notice or lapse of time or
     both, would be, an

                                       19


     "event of default" under the terms of any Indebtedness of the Company or
     its Restricted Subsidiaries; (2) immediately before and immediately after
     giving effect to such transaction on a pro forma basis, the Company could
     Incur $1.00 of additional Indebtedness (other than Permitted Indebtedness)
     under the provisions described under "Limitation on Indebtedness"; and (3)
     the aggregate amount of all such Restricted Payments declared or made after
     the date of the Indenture does not exceed the sum of:

          (A)  50% of the aggregate cumulative Consolidated Net Income of the
               Company accrued on a cumulative basis during the period beginning
               on December 1, 1998 and ending on the last day of the Company's
               last fiscal quarter ending prior to the date of the Restricted
               Payment (or, if such aggregate cumulative Consolidated Net Income
               shall be a loss, minus 100% of such loss); plus

          (B)  the aggregate Net Cash Proceeds received after November 17, 1999
               by the Company from the issuance or sale (other than to any of
               its Subsidiaries) of its shares of Qualified Capital Stock or any
               options, warrants or rights to purchase such shares of Qualified
               Capital Stock of the Company (except, in each case, to the extent
               such proceeds are used to purchase, redeem or otherwise retire
               Capital Stock or Subordinated Indebtedness as set forth below);
               plus

          (C)  the aggregate Net Cash Proceeds received after November 17, 1999
               by the Company (other than from any of its Subsidiaries) upon the
               exercise of any options or warrants to purchase shares of
               Qualified Capital Stock of the Company; plus

          (D)  the aggregate Net Cash Proceeds received after November 17, 1999
               by the Company from debt securities or Redeemable Capital Stock
               that have been converted into or exchanged for Qualified Capital
               Stock of the Company to the extent such debt securities or
               Redeemable Capital Stock are originally sold for cash plus the
               aggregate Net Cash Proceeds received by the Company at the time
               of such conversion or exchange; plus

          (E)  in the event the Company or any Restricted Subsidiary has made
               since November 17, 1999 or makes an Investment in a Person that,
               as a result of or in connection with such Investment becomes a
               Restricted Subsidiary, an amount equal to the Company's or any
               Restricted Subsidiary's existing Investment in such Person that
               was previously treated as a Restricted Payment; plus

          (F)  so long as the Designation thereof was treated as a Restricted
               Payment made after November 17, 1999, with respect to any
               Unrestricted Subsidiary that has been redesignated as a
               Restricted Subsidiary after the Issue Date in accordance with
               "Certain Covenants-Designation of Unrestricted Subsidiaries", an
               amount equal to the Company's Investment in such Unrestricted
               Subsidiary (provided that such amount shall not in any case
               exceed the Designation Amount with respect to such Restricted
               Subsidiary upon its Designation); plus

          (G)  $50.0 million; minus

          (H)  the Designation Amount (measured as of the date of Designation)
               with respect to any Subsidiary of the Company which has been
               designated as an Unrestricted Subsidiary after November 17, 1999
               in accordance with "Certain Covenants--Designation of
               Unrestricted Subsidiaries"; minus

          (I)  all Restricted Payments made after November 17, 1999 (other than
               Permitted Payments made and calculated on the basis set forth
               below).

(b)  Notwithstanding the foregoing, and in the case of clauses (ii), (iii) and
     (iv) below, so long as there is no Default or Event of Default continuing,
     the foregoing provisions shall not prohibit the following actions (clauses
     (i) through (iv) being referred to as a "Permitted Payment"):

     (i)    the payment of any dividend within 60 days after the date of
            declaration thereof, if at such date of declaration such payment
            would be permitted by the provisions of paragraph (a) of this
            Section and such payment shall be deemed to have been paid on such
            date of declaration for purposes of the calculation required by
            paragraph (a) of this covenant;

     (ii)   the repurchase, redemption, or other acquisition or retirement of
            any shares of any class of Capital Stock of the Company in exchange
            for (including any such exchange pursuant to the exercise of a
            conversion right or privilege or in which cash is paid in lieu of
            the issuance of fractional shares or scrip), or out of the Net Cash
            Proceeds of, a substantially concurrent issue and sale for cash
            (other than to a Subsidiary) of other shares of Qualified Capital
            Stock of the Company; provided that the Net Cash Proceeds from the
            issuance of such shares of Qualified Capital Stock are excluded from
            clause (3)(B) of paragraph (a) of this covenant;

     (iii)  any repurchase, redemption, defeasance, retirement, refinancing or
            acquisition for value or payment of principal of any Subordinated
            Indebtedness in exchange for, or out of the Net Cash Proceeds of, a
            substantially concurrent issuance and sale for cash (other than to
            any Subsidiary of the Company) of any Qualified Capital Stock of the
            Company, provided that the Net Cash Proceeds from the issuance of
            such shares of Qualified Capital Stock are excluded from clause
            (3)(B) of paragraph (a) of this covenant;

                                       20


  (iv)  the repurchase, redemption, defeasance, retirement, refinancing or
        acquisition for value or payment of principal of any Subordinated
        Indebtedness (other than Redeemable Capital Stock) (a "refinancing")
        through the issuance of new Subordinated Indebtedness of the Company,
        provided that any such new Subordinated Indebtedness (1) shall be in a
        principal amount that does not exceed the principal amount so refinanced
        (or, if such Subordinated Indebtedness provides for an amount less than
        the principal amount thereof to be due and payable upon a declaration or
        acceleration thereof, then such lesser amount as of the date of
        determination), plus the lesser of (x) the stated amount of any premium,
        interest or other payment required to be paid in connection with such a
        refinancing pursuant to the terms of the Indebtedness being refinanced
        or (y) the amount of premium, interest or other payment actually paid at
        such time to refinance the Indebtedness, plus, in either case, the
        amount of expenses of the Company Incurred in connection with such
        refinancing; (2) has an Average Life to Stated Maturity greater than the
        remaining Average Life to Stated Maturity of the notes; (3) has a Stated
        Maturity for its final scheduled principal payment later than the Stated
        Maturity for the final scheduled principal payment of the notes; and (4)
        is expressly subordinated in right of payment to the notes at least to
        the same extent as the Indebtedness to be refinanced.

Limitation on Transactions with Affiliates

The Company will not, and will not permit any of its Restricted Subsidiaries to,
directly or indirectly, enter into or suffer to exist any transaction or series
of related transactions (including, without limitation, the sale, purchase,
exchange or lease of assets, property or services) with any Affiliate of the
Company (other than the Company or a Wholly Owned Restricted Subsidiary) unless

  (i)   such transaction or series of transactions is in writing on terms that
        are no less favorable to the Company or such Restricted Subsidiary, as
        the case may be, than would be available in a comparable transaction in
        arm's-length dealings with an unrelated third party;

  (ii)  with respect to any transaction or series of transactions involving
        aggregate payments in excess of $10.0 million, the Company delivers an
        officers' certificate to the Trustee certifying that such transaction or
        series of related transactions complies with clause (i) above and such
        transaction or series of related transactions has been approved by the
        Board of Directors of the Company; and

  (iii) with respect to a transaction or series of related transactions
        involving aggregate value in excess of $25.0 million, the Company
        delivers to the Trustee an opinion of either an independent investment
        banking firm of national standing in the United States or an independent
        public accounting firm of national standing in the United States,
        stating that the transaction or series of transactions is fair to the
        Company or such Restricted Subsidiary;

provided, however, that this provision shall not apply to any transaction with
an officer or director of the Company entered into in the ordinary course of
business (including compensation or employee benefit arrangements with any
officer or director of the Company).

Limitation on Liens

The Company will not, and will not permit any Restricted Subsidiary to, directly
or indirectly, create, Incur, affirm or suffer to exist any Lien of any kind
upon any of its property or assets (including any intercompany notes), owned at
the date of the Indenture or acquired after the date of the Indenture, or any
income or profits therefrom, except if the notes (or a Guarantee, in the case of
Liens of a Guarantor) are directly secured equally and ratably with (or prior to
in the case of Liens with respect to Subordinated Indebtedness or Indebtedness
of a Guarantor subordinated in right of payment to any Guarantee) the obligation
or liability secured by such Lien, excluding, however, from the operation of the
foregoing any of the following:

(a) any Lien existing as of the date of the Indenture;

(b) any Lien arising by reason of

  (1)   any judgment, decree or order of any court, so long as such Lien is
        adequately bonded and any appropriate legal proceedings which may have
        been duly initiated for the review of such judgment, decree or order
        shall not have been finally terminated or the period within which such
        proceedings may be initiated shall not have expired;

  (2)   taxes not yet delinquent or which are being contested in good faith;

  (3)   security for payment of workers' compensation or other insurance;

  (4)   good faith deposits in connection with tenders, leases, or contracts
        (other than contracts for the payment of money);

                                       21


     (5)  zoning restrictions, easements, licenses, reservations, provisions,
          covenants, conditions, waivers, restrictions on the use of property or
          minor irregularities of title (and with respect to leasehold
          interests, mortgages, obligations, liens and other encumbrances
          incurred, created, assumed or permitted to exist and arising by,
          through or under a landlord or owner of the leased property, with or
          without consent of the lessee), none of which materially impairs the
          use of any parcel of property material to the operation of the
          business of the Company or any Restricted Subsidiary or the value of
          such property for the purpose of such business;

     (6)  deposits to secure public or statutory obligations, or in lieu of
          surety or appeal bonds;

     (7)  certain surveys, exceptions, title defects, encumbrances, easements,
          reservations of, or rights of others for, rights of way, sewers,
          electric lines, telegraph or telephone lines and other similar
          purposes or zoning or other restrictions as to the use of real
          property not interfering with the ordinary conduct of the business of
          the Company or any of its Restricted Subsidiaries;

     (8)  operation of law in favor of mechanics, materialmen, laborers,
          employees or suppliers, incurred in the ordinary course of business
          for sums which are not yet delinquent or are being contested in good
          faith by negotiations or by appropriate proceedings which suspend the
          collection thereof; or

     (9)  standard custodial, bailee or depository arrangements (including (x)
          in respect of deposit accounts with banks and other financial
          institutions and (y) standard customer agreements in respect of
          accounts for the purchase and sale of securities and other property
          with brokerage firms or other types of financial institutions);

(c) any Lien now or hereafter existing on property of the Company or any
    Guarantor securing Indebtedness outstanding under the Credit Agreement;

(d) any Lien securing Acquired Indebtedness created prior to (and not created in
    connection with, or in contemplation of) the incurrence of such Indebtedness
    by the Company or any Restricted Subsidiary, in each case which Indebtedness
    is permitted under the provisions of "Certain Covenants--Limitation on
    Indebtedness"; provided that any such Lien only extends to the assets that
    were subject to such lien securing such Acquired Indebtedness prior to the
    related transaction by the Company or its Restricted Subsidiaries; and

(e) any extension, renewal, refinancing or replacement, in whole or in part, of
    any Lien described in the foregoing clauses (a) through (d) so long as the
    amount of security is not increased thereby.

Limitation on Sale of Assets

(a) The Company will not, and will not permit any of its Restricted Subsidiaries
    to, directly or indirectly, consummate an Asset Sale (other than an Asset
    Swap permitted by clause (g) below) unless (i) at least 75% of the proceeds
    from such Asset Sale are received in cash; provided, however that the amount
    of (A) any liabilities (as shown on the Company's or such Restricted
    Subsidiary's most recent balance sheet or the notes thereto) of the Company
    or any Restricted Subsidiary that are assumed by the transferee in such
    Asset Sale and from which the Company or such Restricted Subsidiary is
    released and (B) any notes or other obligations received by the Company or
    any such Restricted Subsidiary from such transferee that are immediately
    converted by the Company or such Restricted Subsidiary into cash, shall be
    deemed cash for purposes of this covenant, and (ii) the Company or such
    Restricted Subsidiary receives consideration at the time of such Asset Sale
    at least equal to the Fair Market Value of the shares or assets sold (other
    than in the case of an involuntary Asset Sale, as determined by the board of
    directors of the Company and evidenced in a board resolution).

(b) If all or a portion of the Net Cash Proceeds of any Asset Sale are not
    required to be applied to repay permanently any secured Indebtedness then
    outstanding as required by the terms thereof or the Company determines not
    to apply such Net Cash Proceeds to the permanent repayment of such secured
    Indebtedness or if no secured Indebtedness is then outstanding, then the
    Company may within 12 months of the Asset Sale, invest the Net Cash Proceeds
    in other properties and assets that (as determined by the Board of Directors
    of the Company) replace the properties and assets that were the subject of
    the Asset Sale or in properties and assets that will be used in the
    businesses of the Company or its Restricted Subsidiaries as existing at such
    time or reasonably related thereto. The amount of such Net Cash Proceeds
    neither used to permanently repay or prepay secured Indebtedness nor used or
    invested as set forth in this paragraph constitutes "Excess Proceeds."

(c) When the aggregate amount of Excess Proceeds equals $10.0 million or more,
    the Company shall apply the Excess Proceeds to the repayment of the notes
    and any Pari Passu Indebtedness required to be repurchased under the
    instrument governing such Pari Passu Indebtedness as follows: (a) the
    Company shall make an offer to purchase (an "Offer") from all holders of the
    notes in accordance with the procedures set forth in the Indenture in the
    maximum principal amount (expressed as a multiple of $1,000) of notes that
    may be purchased out of an amount (the "Note Amount") equal to the product
    of such Excess Proceeds multiplied by a fraction, the numerator of which is
    the outstanding principal amount of the notes, and the

                                       22


     denominator of which is the sum of the outstanding principal amount of the
     notes and such Pari Passu Indebtedness (subject to proration in the event
     such amount is less than the aggregate Offered Price (as defined) of all
     notes tendered) and (b) to the extent required by such Pari Passu
     Indebtedness to permanently reduce the principal amount of such Pari Passu
     Indebtedness, the Company shall make an offer to purchase or otherwise
     repurchase or redeem Pari Passu Indebtedness (a "Pari Passu Offer") in an
     amount (the "Pari Passu Debt Amount") equal to the excess of the Excess
     Proceeds over the Note Amount; provided that in no event shall the Pari
     Passu Debt Amount exceed the principal amount of such Pari Passu
     Indebtedness plus the amount of any premium required to be paid to
     repurchase such Pari Passu Indebtedness. The offer price shall be payable
     in cash in an amount equal to 100% of the principal amount of the notes
     plus accrued and unpaid interest, if any, to the date (the "Offer Date")
     such Offer is consummated (the "Offered Price"), in accordance with the
     procedures set forth in the Indenture. To the extent that the aggregate
     Offered Price of the notes tendered pursuant to the Offer is less than the
     Note Amount relating thereto or the aggregate amount of Pari Passu
     Indebtedness that is purchased is less than the Pari Passu Debt Amount (the
     amount of such shortfall, if any, constituting a "Deficiency"), the Company
     shall use such Deficiency in the business of the Company and its Restricted
     Subsidiaries. Upon completion of the purchase of all the notes tendered
     pursuant to an Offer and the purchase of the Pari Passu Indebtedness
     pursuant to a Pari Passu Offer, the amount of Excess Proceeds, if any,
     shall be reset at zero.

(d)  If the Company becomes obligated to make an Offer pursuant to clause (c)
     above, the notes shall be purchased by the Company, at the option of the
     holder thereof, in whole or in part in integral multiples of $1,000, on a
     date that is not earlier than 45 days and not later than 60 days from the
     date the notice is given to holders, or such later date as may be necessary
     for the Company to comply with the requirements under the Exchange Act,
     subject to proration in the event the Note Amount is less than the
     aggregate Offered Price of all notes tendered.

(e)  The Company shall comply with the applicable tender offer rules, including
     Rule 14e-1 under the Exchange Act, and any other applicable securities laws
     or regulations in connection with an Offer.

(f)  The Company will not, and will not permit any Subsidiary to, create or
     permit to exist or become effective any restriction (other than
     restrictions existing under Indebtedness as in effect on the date of the
     Indenture) as such Indebtedness may be refinanced from time to time,
     provided that such restrictions are no less favorable to the holders of
     notes than those existing on the date of the Indenture that would
     materially impair the ability of the Company to make an Offer to purchase
     the notes or, if such Offer is made, to pay for the notes tendered for
     purchase.

(g)  The Company will not, and will not permit any Restricted Subsidiary, to
     engage in any Asset Swaps, unless: (i) at the time of entering into such
     Asset Swap, and immediately after giving effect to such Asset Swap, no
     Default or Event of Default shall have occurred and be continuing or would
     occur as a consequence thereof; (ii) in the event such Asset Swap involves
     an aggregate amount in excess of $10.0 million, the terms of such Asset
     Swap have been approved by a majority of the members of the board of
     directors of the Company which determination shall include a determination
     that the Fair Market Value of the assets being received in such swap are at
     least equal to the Fair Market Value of the assets being swapped and (iii)
     in the event such Asset Swap involves an aggregate amount in excess of
     $20.0 million, the Company has also received a written opinion from an
     independent investment banking firm of nationally recognized standing or an
     independent public accounting firm of nationally recognized standing that
     such Asset Swap is fair to the Company or such Restricted Subsidiary, as
     the case may be, from a financial point of view.

Limitation on Guarantees by Restricted Subsidiaries

The Indenture provides that in the event the Company (i) organizes or acquires
any Domestic Restricted Subsidiary after November 17, 1999 that is not a
Guarantor and causes or permits such Restricted Subsidiary to, directly or
indirectly, guarantee the payment of any Indebtedness ("Other Indebtedness") of
the Company or any Guarantor or (ii) causes or permits any Foreign Restricted
Subsidiary that is not a Guarantor to, directly or indirectly, guarantee the
payment of any Other Indebtedness, then, in each case the Company shall cause
such Restricted Subsidiary to simultaneously execute and deliver a supplemental
indenture to the Indenture pursuant to which it will become a Guarantor under
the Indenture; provided, however, that in the event a Domestic Restricted
Subsidiary is acquired in a transaction in which a merger agreement is entered
into, such Domestic Restricted Subsidiary shall not be required to execute and
deliver such supplemental indenture until the consummation of the merger
contemplated by any such merger agreement; provided, further, that if such Other
Indebtedness is (i) Indebtedness that is ranked pari passu in right of payment
with the notes or the Guarantees of such Restricted Subsidiary, as the case may
be, the Guarantee of such Restricted Subsidiary shall be pari passu in right of
payment with the guarantee of the Other Indebtedness; or (ii) Subordinated
Indebtedness, the Guarantee of such Restricted Subsidiary shall be senior in
right of payment to the guarantee of the Other Indebtedness (which guarantee of
such Subordinated Indebtedness shall provide that such guarantee is subordinated
to the Guarantees of such Subsidiary to the same extent and in the same manner
as the Other Indebtedness is subordinated to the notes or the Guarantee of such
Restricted Subsidiary, as the case may be). The Guarantee of a Guarantor shall
be released upon the sale or transfer of all or substantially all of the assets
or all of the Capital Stock of such Guarantor; provided, that, either (i) such
sale

                                       23


or transfer complies with the provisions set forth in "Certain Covenants--
Limitation on Sale of Assets" or (ii) such sale or transfer need not comply with
the provisions set forth in "Certain Covenants--Limitation on Sale of Assets"
because the Capital Stock so sold or transferred does not constitute an "Asset
Sale" by operation of the provisions of clause (y) of the last sentence of the
definition of Asset Sale.

Purchase of Notes Upon a Change of Control

If a Change of Control shall occur at any time, then each holder of notes shall
have the right to require that the Company purchase such holder's notes in whole
or in part in integral multiples of $1,000, at a purchase price (the "Change of
Control Purchase Price") in cash in an amount equal to 101% of the principal
amount of such notes, plus accrued and unpaid interest, if any, to the date of
purchase (the "Change of Control Purchase Date"), pursuant to the offer
described below (the "Change of Control Offer") and the other procedures set
forth in the Indenture.

Within 30 days following any Change of Control, the Company shall notify the
Trustee, give written notice of such Change of Control to each holder of notes
by first-class mail, postage prepaid, at his address appearing in the security
register stating, among other things, the purchase price and that the purchase
date shall be a Business Day no earlier than 30 days nor later than 60 days from
the date such notice is mailed, or such later date as is necessary to comply
with requirements under the Exchange Act; that any notes not tendered will
continue to accrue interest; that, unless the Company defaults in the payment of
the purchase price, any notes accepted for payment pursuant to the Change of
Control Offer shall cease to accrue interest after the Change of Control
Purchase Date; and certain other procedures that a holder of notes must follow
to accept a Change of Control Offer or to withdraw such acceptance.

If a Change of Control Offer is made, there can be no assurance that the Company
will have available funds sufficient to pay the Change of Control Purchase Price
for all of the notes that might be delivered by holders of the notes seeking to
accept the Change of Control Offer. The Credit Agreement restricts the ability
of the Company to purchase the notes prior to full repayment of indebtedness
under the Credit Agreement and, upon a Change of Control, all amounts
outstanding under the Credit Agreement become due and payable. There can be no
assurance that in the event of a Change in Control the Company will be able to
obtain the necessary consents from the lenders under the Credit Agreement to
consummate a Change of Control Offer. The failure of the Company to make or
consummate the Change of Control Offer or pay the Change of Control Purchase
Price when due will result in an Event of Default and will give the Trustee and
the holders of the notes the rights described under "Events of Default."

The definition of "Change of Control" in the Indenture is defined to mean the
occurrence of any of the following events:

  (i)    any "person" or "group" (as such terms are used in Section 13(d) and
         Section 14(d) of the Exchange Act), other than Permitted Holders, is or
         becomes the "beneficial owner" (as defined in Rule 13d-3 and Rule 13d-5
         under the Exchange Act, except that a Person shall be deemed to have
         beneficial ownership of all shares that such Person has the right to
         acquire, whether such right is exercisable immediately or only after
         the passage of time), directly or indirectly, of more than 30% of the
         voting power of the total outstanding Voting Stock of the Company
         voting as one class, provided that the Permitted Holders "beneficially
         own" (as so defined) a percentage of Voting Stock having a lesser
         percentage of the voting power than such other Person and do not have
         the right or ability by voting power, contract or otherwise to elect or
         designate for election a majority of the board of directors of the
         Company;

  (ii)   during any period of two consecutive years, individuals who at the
         beginning of such period constituted the board of directors of the
         Company (together with any new directors whose election to such board
         of directors or whose nomination for election by the shareholders of
         the Company, was approved by a vote of 66 2/3% of the directors then
         still in office who were either directors at the beginning of such
         period or whose election or nomination for election was previously so
         approved) cease for any reason to constitute a majority of such board
         of directors then in office;

  (iii)  the Company consolidates with or merges with or into any Person or
         conveys, transfers or leases all or substantially all of its assets to
         any Person, or any corporation consolidates with or merges into or with
         the Company, in any such event pursuant to a transaction in which the
         outstanding Voting Stock of the Company is changed into or exchanged
         for cash, securities or other property, other than any such transaction
         where the outstanding Voting Stock of the Company is not changed or
         exchanged at all (except to the extent necessary to reflect a change in
         the jurisdiction of incorporation of the Company) or where (A) the
         outstanding Voting Stock of the Company is changed into or exchanged
         for (x) Voting Stock of the surviving corporation which is not
         Redeemable Capital Stock or (y) cash, securities and other property
         (other than Capital Stock of the surviving corporation) in an amount
         which could be paid by the Company as a Restricted Payment in
         accordance with "Certain Covenants-Limitation on Restricted Payments"
         (and such amount shall be treated as a Restricted Payment subject to
         the provisions in the Indenture described under "Certain Covenants--
         Limitation on Restricted Payments") and (B) no "person" or "group"
         other than Permitted Holders owns immediately after such transaction,
         directly or indirectly, more than the greater of (1) 30% of the voting
         power of the total outstanding Voting Stock of the surviving
         corporation voting as one class and (2) the percentage of

                                       24


         such voting power of the surviving corporation held, directly or
         indirectly, by Permitted Holders immediately after such transaction; or

  (iv)   the Company is liquidated or dissolved or adopts a plan of liquidation
         or dissolution other than in a transaction which complies with the
         provisions described under "Consolidation, Merger, Sale of Assets."

"Permitted Holders" means as of the date of determination (i) Marilyn Sands,
Richard Sands and Robert Sands; (ii) family members or the relatives of the
Persons described in clause (i) or the Mac and Sally Sands Foundation,
Incorporated; (iii) any trusts created for the benefit of the Persons described
in clauses (i), (ii) or (v) or for the benefit of Andrew Stern or any trust for
the benefit of any such trust; (iv) any partnerships that are controlled by (and
a majority of the partnership interests in which are owned by) any of the
Persons described in clauses (i), (ii), (iii) or (v) or by any partnership that
satisfies the conditions of this clause (iv); or (v) in the case of Marvin Sands
and in the event of the incompetence or death of any of the persons described in
clauses (i) and (ii), such Person's estate, executor, administrator, committee
or other personal representative or beneficiaries, in each case who at any
particular date shall beneficially own or have the right to acquire, directly or
indirectly, Capital Stock of the Company.

The term "all or substantially all" as used in the definition of "Change of
Control" has not been interpreted under New York law (which is the governing law
of the Indenture) to represent a specific quantitative test. As a consequence,
in the event the holders of the notes elected to exercise their rights under the
Indenture and the Company elected to contest such election, there could be no
assurance as to how a court interpreting New York law would interpret the
phrase.

The definition of "Change of Control" is limited in scope. As a result the
provisions of the Indenture will not afford holders of notes the right to
require the Company to purchase the notes in the event of a highly leveraged
transaction or certain transactions with the Company's management or its
affiliates, including a reorganization, restructuring, merger or similar
transaction (including, in certain circumstances, an acquisition of the Company
by management or its affiliates) involving the Company that may adversely affect
holders of the notes, if such transaction is not a transaction defined as a
Change of Control. A transaction involving the Company's management or its
affiliates, or a transaction involving a recapitalization of the Company, will
result in a Change of Control if it is the type of transaction specified by such
definition.

The existence of a holder's right to require the Company to purchase such
holder's notes upon a Change of Control may deter a third party from acquiring
the Company in a transaction which constitutes a Change of Control.

The Company will comply with the applicable tender offer rules, including Rule
14e-1 under the Exchange Act, and any other applicable securities laws or
regulations in connection with a Change of Control Offer.

The Company will not, and will not permit any Subsidiary to, create or permit to
exist or become effective any restriction (other than restrictions existing
under Indebtedness as in effect on the date of the Indenture) that would
materially impair the ability of the Company to make a Change of Control Offer
to purchase the notes or, if such Change of Control Offer is made, to pay for
the notes tendered for purchase.

Limitation on Restricted Subsidiary Capital Stock

The Company will not permit any Restricted Subsidiary of the Company to issue
any Capital Stock, except for

  (i)    Capital Stock issued to and held by the Company or a Wholly Owned
         Restricted Subsidiary;

  (ii)   Capital Stock issued by a Person prior to the time (A) such Person
         becomes a Restricted Subsidiary, (B) such Person merges with or into a
         Restricted Subsidiary or (C) a Restricted Subsidiary merges with or
         into such Person; provided that such Capital Stock was not issued or
         incurred by such Person in anticipation of the type of transaction
         contemplated by subclauses (A), (B) or (C);

  (iii)  Capital Stock issued or sold by a Restricted Subsidiary, where
         immediately after giving effect to such issuance or sale, such
         Restricted Subsidiary would no longer constitute a Restricted
         Subsidiary; and

  (iv)   Capital Stock issued to any minority owner of a Restricted Subsidiary;
         provided that immediately after giving effect to such issuance, (A)
         such Restricted Subsidiary remains a Restricted Subsidiary and (B) the
         Company has the same percentage of beneficial ownership in such
         Restricted Subsidiary as immediately prior to such issuance.

Limitation on Dividends and Other Payment Restrictions Affecting Restricted
Subsidiaries

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

                                       25


  (i)    pay dividends or make any other distribution on its Capital Stock,

  (ii)   pay any Indebtedness owed to the Company or a Restricted Subsidiary of
         the Company,

  (iii)  make any Investment in the Company or a Restricted Subsidiary of the
         Company, or

  (iv)   transfer any of its properties or assets to the Company or any
         Restricted Subsidiary,

except

  (a)    any encumbrance or restriction pursuant to an agreement in effect on
         the date of the Indenture;

  (b)    any encumbrance or restriction, with respect to a Restricted Subsidiary
         that is not a Restricted Subsidiary of the Company on the date of the
         Indenture, in existence at the time such Person becomes a Restricted
         Subsidiary of the Company and, in the case of clauses (a) and (b), not
         incurred in connection with, or in contemplation of, such Person
         becoming a Restricted Subsidiary;

  (c)    any encumbrance or restriction existing under any agreement that
         extends, renews, refinances or replaces the agreements containing the
         encumbrances or restrictions in the foregoing clauses (a) and (b), or
         in this clause (c); provided that the terms and conditions of any such
         encumbrances or restrictions are not materially less favorable to the
         holders of the notes than those under or pursuant to the agreement
         evidencing the Indebtedness so extended, renewed, refinanced or
         replaced (except that an encumbrance or restriction that is not more
         restrictive than those set forth in the Indenture shall in any event be
         permitted); and;

  (d)    any encumbrance or restriction created pursuant to an asset sale
         agreement, stock sale agreement or similar instrument pursuant to which
         an Asset Sale permitted under "Certain Covenants--Limitation on Sale of
         Assets" is to be consummated, so long as such restriction or
         encumbrance shall be effective only for a period from the execution and
         delivery of such agreement or instrument through a termination date not
         later than 270 days after such execution and delivery.

Designation of Unrestricted Subsidiaries

The Company may designate after the Issue Date any Subsidiary of the Company as
an "Unrestricted Subsidiary" under the Indenture (a "Designation") only if:

  (i)    no Default or Event of Default shall have occurred and be continuing at
         the time of or after giving effect to such Designation;

  (ii)   at the time of and after giving effect to such Designation, the Company
         could Incur $1.00 of additional Indebtedness (other than Permitted
         Indebtedness) under the Consolidated Fixed Charge Coverage Ratio of the
         first paragraph of "Certain Covenants--Limitation on Indebtedness"; and

  (iii)  the Company would be permitted to make an Investment (other than a
         Permitted Investment) at the time of Designation (assuming the
         effectiveness of such Designation) pursuant to paragraph (a) of
         "Certain Covenants--Limitation on Restricted Payments" above in an
         amount (the "Designation Amount") equal to the amount of the Company's
         Investment in such Subsidiary on such date.

Neither the Company nor any Restricted Subsidiary shall at any time (x) provide
credit support for, subject any of its property or assets (other than the
Capital Stock of any Unrestricted Subsidiary) to the satisfaction of, or
guarantee, any Indebtedness of any Unrestricted Subsidiary (including any
undertaking, agreement or instrument evidencing such Indebtedness) or (y) be
directly or indirectly liable for any Indebtedness of any Unrestricted
Subsidiary. For purposes of the foregoing, the Designation of a Subsidiary of
the Company as an Unrestricted Subsidiary shall be deemed to include the
Designation of all of the Subsidiaries of such Subsidiary.

The Company may revoke any Designation of a Subsidiary as an Unrestricted
Subsidiary (a "Revocation") only if:

  (i)    no Default or Event of Default shall have occurred and be continuing at
         the time of and after giving effect to such Revocation; and

  (ii)   all Liens and Indebtedness of such Unrestricted Subsidiary outstanding
         immediately following such Revocation would, if Incurred at such time,
         have been permitted to be Incurred for all purposes of the Indenture.

                                       26


All Designations and Revocations must be evidenced by resolutions of the board
of directors of the Company, delivered to the Trustee certifying compliance with
the foregoing provisions.

Limitation of Applicability of Certain Covenants if Notes Rated Investment Grade

Notwithstanding the foregoing, the Company's and its Restricted Subsidiaries'
obligations to comply with the provisions of the Indenture described (x) above
under the captions "Certain Covenants--Limitation on Indebtedness," "Certain
Covenants--Limitation on Restricted Payments," "Certain Covenants--Limitation on
Transactions with Affiliates," "Certain Covenants--Limitation on Restricted
Subsidiary Capital Stock," "Certain Covenants--Limitation on Dividends and Other
Payment Restrictions Affecting Restricted Subsidiaries," and "Certain Covenants-
- -Designation of Unrestricted Subsidiaries," and (y) below in clause (iv) of the
first paragraph under the caption "Consolidation, Merger, Sale of Assets," will
terminate and cease to have any further effect from and after the first date
when the notes are rated Investment Grade.

Provision of Financial Statements

Whether or not the Company is subject to Section 13(a) or Section 15(d) of the
Exchange Act, the Company will, to the extent permitted under the Exchange Act,
file with the Commission the annual reports, quarterly reports and other
documents which the Company would have been required to file with the Commission
pursuant to such Section 13(a) or Section 15(d) if the Company were so subject,
such documents to be filed with the Commission on or prior to the respective
dates (the "Required Filing Dates") by which the Company would have been
required so to file such documents if the Company were so subject. The Company
will also in any event (x) within 15 days of each Required Filing Date (i)
transmit by mail to all holders, as their names and addresses appear in the
security register, without cost to such holders and (ii) file with the Trustee
copies of the annual reports, quarterly reports and other documents which the
Company would have been required to file with the Commission pursuant to Section
13(a) or Section 15(d) of the Exchange Act if the Company were subject to such
sections and (y) if filing such documents by the Company with the Commission is
not permitted under the Exchange Act, promptly upon written request and payment
of the reasonable cost of duplication and delivery, supply copies of such
documents to any prospective holder at the Company's cost.

Additional Covenants

The Indenture also contains covenants with respect to the following matters: (i)
payment of principal, premium and interest; (ii) maintenance of an office or
agency in the City of New York; (iii) arrangements regarding the handling of
money held in trust; (iv) maintenance of corporate and partnership existence;
(v) payment of taxes and other claims; (vi) maintenance of properties; and (vii)
maintenance of insurance.

Consolidation, Merger, Sale of Assets

The Company shall not, in a single transaction or through a series of related
transactions, consolidate with or merge with or into any other Person or sell,
assign, convey, transfer, lease or otherwise dispose of all or substantially all
of its properties and assets as an entirety to any Person or group of affiliated
Persons, or permit any of its Restricted Subsidiaries to enter into any such
transaction or transactions if such transaction or transactions, in the
aggregate, would result in a sale, assignment, conveyance, transfer, lease or
disposal of all or substantially all of the properties and assets of the Company
and its Restricted Subsidiaries on a Consolidated basis to any other Person or
group of affiliated Persons, unless at the time and after giving effect thereto:

  (i)    either (a) the Company shall be the continuing corporation or (b) the
         Person (if other than the Company) formed by such consolidation or into
         which the Company is merged or the Person which acquires by sale,
         assignment, conveyance, transfer, lease or disposition of all or
         substantially all of the properties and assets of the Company and its
         Restricted Subsidiaries on a Consolidated basis (the "Surviving
         Entity") shall be a corporation duly organized and validly existing
         under the laws of the United States, any state thereof or the District
         of Columbia and such Person assumes, by a supplemental indenture in a
         form reasonably satisfactory to the Trustee, all the obligations of the
         Company under the notes and the Indenture, and the Indenture shall
         remain in full force and effect;

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

  (iii)  immediately after giving effect to such transaction on a pro forma
         basis, the Consolidated Net Worth of the Company (or the Surviving
         Entity if the Company is not the continuing obligor under the
         Indenture) is equal to or greater than the Consolidated Net Worth of
         the Company immediately prior to such transaction;

  (iv)   immediately before and immediately after giving effect to such
         transaction on a pro forma basis (on the assumption that the
         transaction occurred on the first day of the four-quarter period
         immediately prior to the consummation of such transaction with the
         appropriate adjustments with respect to the transaction being included
         in such pro forma calculation), the Company (or the Surviving Entity if
         the Company is not the continuing obligor under the Indenture)

                                       27


         could Incur $1.00 additional Indebtedness under the provisions of
         "Certain Covenants--Limitation on Indebtedness" (other than Permitted
         Indebtedness);

  (v)    each Guarantor, if any, unless it is the other party to the
         transactions described above, shall have by supplemental indenture
         confirmed that its Guarantee shall apply to such Person's obligations
         under the Indenture and the notes;

  (vi)   if any of the property or assets of the Company or any of its
         Restricted Subsidiaries would thereupon become subject to any Lien, the
         provisions of "Certain Covenants--Limitation on Liens" are complied
         with; and

  (vii)  the Company or the Surviving Entity shall have delivered, or caused to
         be delivered, to the Trustee, in form and substance reasonably
         satisfactory to the Trustee, an officers' certificate and an opinion of
         counsel, each to the effect that such consolidation, merger, transfer,
         sale, assignment, conveyance, lease or other transaction and the
         supplemental indenture in respect thereto comply with the Indenture and
         that all conditions precedent herein provided for relating to such
         transaction have been complied with.

Each Guarantor shall not, and the Company will not permit a Guarantor to, in a
single transaction or through a series of related transactions merge or
consolidate with or into any other corporation (other than the Company or any
other Guarantor) or other entity, or sell, assign, convey, transfer, lease or
otherwise dispose of all or substantially all of its properties and assets on a
consolidated basis to any entity (other than the Company or any other Guarantor)
unless at the time and after giving effect thereto:

  (i)    either (1) such Guarantor shall be the continuing corporation or
         partnership or (2) the entity (if other than such Guarantor) formed by
         such consolidation or into which such Guarantor is merged or the entity
         which acquires by sale, assignment, conveyance, transfer, lease or
         disposition the properties and assets of such Guarantor shall be a
         corporation duly organized and validly existing under the Laws of the
         United States, any state thereof or the District of Columbia and shall
         expressly assume by a supplemental indenture, executed and delivered to
         the Trustee, in a form reasonably satisfactory to the Trustee, all the
         obligations of such Guarantor under its Guarantee and the Indenture;

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

  (iii)  such Guarantor shall have delivered to the Trustee an officers'
         certificate and an opinion of counsel in form and substance reasonably
         satisfactory to the Trustee, each stating that such consolidation,
         merger, sale, assignment, conveyance, transfer, lease or disposition
         and such supplemental indenture comply with the Indenture, and
         thereafter all obligations of the predecessor shall terminate.

The provisions of this paragraph shall not apply to any transaction (including
any Asset Sale made in accordance with "Certain Covenants--Limitation on Sale of
Assets") with respect to any Guarantor (i) if the Guarantee of such Guarantor is
released in connection with such transaction in accordance with the last
sentence of "Certain Covenants--Limitation on Guarantees by Restricted
Subsidiaries" or (ii) if such transaction need not comply with the provisions
set forth in "Certain Covenants--Limitation on Sale of Assets" because the
properties or assets so sold, assigned, conveyed, transferred, leased or
otherwise disposed of do not constitute an "Asset Sale" by operation of the
provisions of clause (y) of the last sentence of the definition of Asset Sale.

In the event of any transaction (other than a lease) described in and complying
with the conditions listed in the immediately preceding paragraphs in which the
Company or any Guarantor is not the continuing corporation, the successor Person
formed or remaining shall succeed to, and be substituted for, and may exercise
every right and power of, the Company or such Guarantor, as the case may be, and
the Company or such Guarantor, as the case may be, would be discharged from all
obligations and covenants under the Indenture and the notes.

Events of Default

An Event of Default will occur under the Indenture if:

  (i)    there shall be a default in the payment of any interest on any note
         when it becomes due and payable, and such default shall continue for a
         period of 30 days;

  (ii)   there shall be a default in the payment of the principal of (or
         premium, if any, on) any note at its Maturity (upon acceleration,
         optional or mandatory redemption, required repurchase or otherwise);

  (iii)  (a) there shall be a default in the performance, or breach, of any
         covenant or agreement of the Company or any Guarantor under the
         Indenture (other than a default in the performance, or breach, of a
         covenant or agreement which is specifically dealt with in clauses (i)
         or (ii) or in clauses (b), (c) and (d) of this clause (iii)) and such
         default or breach shall continue for a period of 30 days after written
         notice has been given, by certified mail, (x) to the Company by the

                                       28


          Trustee or (y) to the Company and the Trustee by the holders of at
          least 25% in aggregate principal amount of the outstanding notes,
          specifying such default or breach and requiring it to be remedied and
          stating that such notice is a "Notice of Default" under the Indenture;
          (b) there shall be a default in the performance or breach of the
          provisions described in "Consolidation, Merger, Sale of Assets"; (c)
          the Company shall have failed to make or consummate an Offer in
          accordance with the provisions of "Certain Covenants--Limitation on
          Sale of Assets," or (d) the Company shall have failed to make or
          consummate a Change of Control Offer in accordance with the provisions
          of "Certain Covenants--Purchase of Notes Upon a Change of Control;"

  (iv)    one or more defaults shall have occurred under any agreements,
          indentures or instruments under which the Company, any Guarantor or
          any Subsidiary then has outstanding Indebtedness in excess of $10.0
          million in the aggregate and, if not already matured at its final
          maturity in accordance with its terms, such Indebtedness shall have
          been accelerated;

  (v)     any Guarantee shall for any reason cease to be, or be asserted in
          writing by any Guarantor or the Company not to be, in full force and
          effect and enforceable in accordance with its terms, except to the
          extent contemplated by the Indenture and any such Guarantee;

  (vi)    one or more judgments, orders or decrees for the payment of money in
          excess of $15.0 million, either individually or in the aggregate (net
          of amounts covered by insurance, bond, surety or similar instrument),
          shall be entered against the Company, any Guarantor, any Subsidiary or
          any of their respective properties and shall not be discharged and
          either (a) any creditor shall have commenced an enforcement proceeding
          upon such judgment, order or decree or (b) there shall have been a
          period of 60 consecutive days during which a stay of enforcement of
          such judgment or order, by reason of an appeal or otherwise, shall not
          be in effect;

  (vii)   any holder or holders of at least $10.0 million in aggregate principal
          amount of Indebtedness of the Company, any Guarantor or any Subsidiary
          after a default under such Indebtedness shall notify the Trustee of
          the intended sale or disposition of any assets of the Company, any
          Guarantor or any Subsidiary that have been pledged to or for the
          benefit of such holder or holders to secure such Indebtedness or shall
          commence proceedings, or take any action (including by way of set-
          off), to retain in satisfaction of such Indebtedness or to collect on,
          seize, dispose of or apply in satisfaction of Indebtedness, assets of
          the Company, any Guarantor or any Subsidiary (including funds on
          deposit or held pursuant to lock-box and other similar arrangements);

  (viii)  there shall have been the entry by a court of competent jurisdiction
          of (a) a decree or order for relief in respect of the Company, any
          Guarantor or any Subsidiary in an involuntary case or proceeding under
          any applicable Bankruptcy Law or (b) a decree or order adjudging the
          Company, any Guarantor or any Subsidiary bankrupt or insolvent, or
          seeking reorganization, arrangement, adjustment or composition of or
          in respect of the Company, any Guarantor or any Subsidiary under any
          applicable federal or state law, or appointing a custodian, receiver,
          liquidator, assignee, trustee, sequestrator (or other similar
          official) of the Company, any Guarantor or any Subsidiary or of any
          substantial part of their respective properties, or ordering the
          winding up or liquidation of their affairs, and any such decree or
          order for relief shall continue to be in effect, or any such other
          decree or order shall be unstayed and in effect, for a period of 60
          consecutive days; or

  (ix)    (a) the Company, any Guarantor or any Subsidiary commences a voluntary
          case or proceeding under any applicable Bankruptcy Law or any other
          case or proceeding to be adjudicated bankrupt or insolvent; (b) the
          Company, any Guarantor or any Subsidiary consents to the entry of a
          decree or order for relief in respect of the Company, any Guarantor or
          such Subsidiary in an involuntary case or proceeding under any
          applicable Bankruptcy Law or to the commencement of any bankruptcy or
          insolvency case or proceeding against it; (c) the Company, any
          Guarantor or any Subsidiary files a petition or answer or consent
          seeking reorganization or relief under any applicable federal or state
          law; (d) the Company, any Guarantor or any Subsidiary (x) consents to
          the filing of such petition or the appointment of, or taking
          possession by, a custodian, receiver, liquidator, assignee, trustee,
          sequestrator or similar official of the Company, any Guarantor or such
          Subsidiary or of any substantial part of their respective properties,
          (y) makes an assignment for the benefit of creditors or (z) admits in
          writing its inability to pay its debts generally as they become due;
          or (e) the Company, any Guarantor or any Subsidiary takes any
          corporate action in furtherance of any such actions in this paragraph
          (ix).

If an Event of Default (other than as specified in clauses (viii) and (ix) of
the prior paragraph) shall occur and be continuing, the Trustee or the holders
of not less than 25% in aggregate principal amount of the notes then outstanding
may, and the Trustee at the request of such holders shall, declare all unpaid
principal of, premium, if any, and accrued interest on all of the notes, to be
due and payable immediately, by a notice in writing to the Company (and to the
Trustee if given by the holders of the notes). If an Event of Default specified
in clause (viii) or (ix) of the prior paragraph occurs and is continuing, then
all the notes shall ipso facto become and be immediately due and payable, in an
amount equal to the principal amount of the notes, together with accrued and
unpaid interest, if any, to the date the notes become due and payable, without
any declaration or other act on the part of the Trustee or any holder.

                                       29


After a declaration of acceleration, but before a judgment or decree for payment
of the money due has been obtained by the Trustee, the holders of a majority in
aggregate principal amount of notes outstanding by written notice to the Company
and the Trustee, may rescind and annul such declaration and its consequences if:
(a) the Company has paid or deposited with the Trustee a sum sufficient to pay
(i) all sums paid or advanced by the Trustee under the Indenture and the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel, (ii) all overdue interest on the notes, and (iii) to the
extent that payment of such interest is lawful, interest upon overdue interest
at the rate borne by the notes; (b) all Events of Default, other than the
nonpayment of principal of the notes which have become due solely by such
declaration of acceleration, have been cured or waived; and (c) the rescission
will not conflict with any judgment or decree.

The holders of not less than a majority in aggregate principal amount of the
notes outstanding, may, on behalf of the holders of all the notes, waive any
past defaults under the Indenture and its consequences, except a default in the
payment of the principal of, premium, if any, or interest on any note, or in
respect of a covenant or provision which under the Indenture cannot be modified
or amended without the consent of the holder of each series of notes
outstanding.

The Company is also required to notify the Trustee within five business days of
the occurrence of any Default.

The Trust Indenture Act contains limitations on the rights of the Trustee,
should it become a creditor of the Company or any Guarantor, to obtain payment
of claims in certain cases or to realize on certain property received by it in
respect of any such claims, as security or otherwise. The Trustee is permitted
to engage in other transactions; provided that if it acquires any conflicting
interest it must eliminate such conflict upon the occurrence of an Event of
Default or else resign.

Legal Defeasance and Covenant Defeasance

The Company may, at its option and at any time, elect to have its obligations
discharged with respect to the outstanding notes ("Legal Defeasance"). Such
Legal Defeasance means that the Company shall be deemed to have paid and
discharged the entire indebtedness represented by the outstanding notes, except
for:

  (i)   the rights of holders of the notes to receive payments in respect of the
        principal of, premium, if any, and interest on the notes when such
        payments are due;

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

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

  (iv)  the Legal Defeasance provisions of the Indenture.

In addition, the Company may, at its option and at any time, elect to have the
obligations of the Company released with respect to certain covenants that are
described in the Indenture ("Covenant Defeasance") and thereafter any omission
to comply with such obligations shall not constitute a Default or Event of
Default with respect to the particular series of notes.

In the event Covenant Defeasance occurs, certain events (not including non-
payment, bankruptcy, receivership, reorganization and insolvency events)
described under "Events of Default" will no longer constitute an Event of
Default with respect to the particular series of notes subject to such Covenant
Defeasance.

In order to exercise either Legal Defeasance or Covenant Defeasance:

  (i)    the Company must irrevocably deposit with the Trustee, in trust, for
         the benefit of the holders of the notes cash in U.S. dollars, non-
         callable United States Treasury Securities, or a combination thereof,
         in such amounts as will be sufficient, in the opinion of an
         internationally recognized firm of independent public accountants, to
         pay the principal of, premium, if any, and interest on the outstanding
         notes, on the stated date for payment thereof;

  (ii)   in the case of Legal Defeasance, the Company shall have delivered to
         the Trustee an opinion of counsel reasonably acceptable to the Trustee
         confirming that (A) the Company has received from, or there has been
         published by, the Internal Revenue Service a ruling or (B) since the
         date of the Indenture, there has been a change in the applicable
         federal income tax law, in either case to the effect that, and based
         thereon such opinion of counsel shall confirm that, the holders of the
         notes will not recognize income, gain or loss for federal income tax
         purposes as a result of such Legal Defeasance and will be subject to
         federal income tax on the same amounts, in the same manner and at the
         same times as would have been the case if such Legal Defeasance had not
         occurred;

  (iii)  in the case of Covenant Defeasance, the Company shall have delivered to
         the Trustee an opinion of counsel reasonably acceptable to the Trustee
         confirming that the holders of the notes will not recognize income,
         gain or loss for federal

                                       30


          income tax purposes as a result of such Covenant Defeasance and will
          be subject to federal income tax on the same amounts, in the same
          manner and at the same times as would have been the case if such
          Covenant Defeasance had not occurred;

(iv)      no Default or Event of Default shall have occurred and be continuing
          on the date of such deposit (other that a Default or Event of Default
          with respect to the Indenture resulting from the Incurrence of
          Indebtedness, all or a portion of which will be used to defease the
          notes concurrently with such Incurrence);

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

(vi)      the Company shall have delivered to the Trustee an officers'
          certificate stating that the deposit was not made by the Company with
          the intent of preferring the holders of the notes over any other
          creditors of the Company or with the intent of defeating, hindering,
          delaying or defrauding any other creditors of the Company or others;

(vii)     the Company shall have delivered to the Trustee an officers'
          certificate and opinions of counsel, each stating that all conditions
          precedent provided for or relating to the Legal Defeasance or the
          Covenant Defeasance have been complied with;

(viii)    the Company shall have delivered to the Trustee an opinion of counsel
          to the effect that (A) the trust funds will not be subject to any
          rights of holders of Indebtedness of the Company other than the notes
          and (B) assuming no intervening bankruptcy of the Company between the
          date of deposit and the 91st day following the deposit and that no
          holder of the notes is an insider of the Company, after the 91st day
          following the deposit, the trust funds will not be subject to the
          effect of any applicable bankruptcy, insolvency, reorganization or
          similar laws affecting creditors' rights generally; and

(ix)      certain other customary conditions precedent specified in the
          Indenture are satisfied.

                                       31


Satisfaction and Discharge

The Indenture shall cease to be of further effect (except as to surviving rights
of registration of transfer or exchange of the notes, as expressly provided for
in the Indenture) as to all outstanding notes when (a) either (i) all the notes
theretofore authenticated and delivered (except lost, stolen or destroyed notes
which have been replaced or paid) canceled or have been delivered to the Trustee
for cancellation or (ii) all notes not theretofore delivered to the Trustee
canceled or for cancellation (x) have become due and payable, (y) will become
due and payable at their Stated Maturity within one year, or (z) are to be
called for redemption within one year under arrangements satisfactory to the
Trustee for the giving of notice of redemption by the Trustee in the name, and
at the expense, of the Company, and the Company or any Guarantor has irrevocably
deposited or caused to be deposited with the Trustee funds in an amount
sufficient to pay and discharge the entire indebtedness on the notes not
theretofore delivered to the Trustee canceled or for cancellation, including
principal of, premium, if any, and accrued interest at such Stated Maturity or
redemption date; (b) the Company or any Guarantor has paid or caused to be paid
all other sums payable under the Indenture by the Company or any Guarantor; and
(c) the Company has delivered to the Trustee an officers' certificate and an
opinion of counsel each stating that (i) all conditions precedent under the
Indenture relating to the satisfaction and discharge of the Indenture have been
complied with and (ii) such satisfaction and discharge will not result in a
breach or violation of, or constitute a default under, the Indenture or any
other material agreement or instrument to which the Company or any Guarantor is
a party or by which the Company or any Guarantor is bound.

Modifications and Amendments

Modifications and amendments of the Indenture with respect to the notes may be
made by the Company, each Guarantor, if any, and the Trustee with the consent of
the holders of not less than a majority in aggregate outstanding principal
amount of the notes; provided, however, that no such modification or amendment
may, without the consent of the holder of each outstanding note affected
thereby:

     (i)   change the Stated Maturity of the principal of, or any installment of
           interest on, any note or reduce the principal amount thereof or the
           rate of interest thereon or any premium payable upon the redemption
           thereof, or change the coin or currency in which the principal of any
           note or any premium or the interest thereon is payable, or impair the
           right to institute suit for the enforcement of any such payment on or
           after the Stated Maturity thereof;

     (ii)  amend, change or modify the obligation of the Company to make and
           consummate an Offer with respect to any Asset Sale or Asset Sales in
           accordance with "Certain Covenants--Limitation on Sale of Assets" or
           the obligation of the Company to make and consummate a Change of
           Control Offer in the event of a Change of Control in accordance with
           "Certain Covenants--Purchase of Notes Upon a Change of Control,"
           including amending, changing or modifying any definitions with
           respect thereto;

     (iii) reduce the percentage in principal amount of outstanding notes, the
           consent of whose holders is required for any such supplemental
           indenture, or the consent of whose holders is required for any
           waiver;

     (iv)  modify any of the provisions relating to supplemental indentures
           requiring the consent of holders or relating to the waiver of past
           defaults or relating to the waiver of certain covenants, except to
           increase the percentage of outstanding notes required for such
           actions or to provide that certain other provisions of the Indenture
           cannot be modified or waived without the consent of the holder of
           each note affected thereby;

     (v)   except as otherwise permitted under "Consolidation, Merger, Sale of
           Assets," consent to the assignment or transfer by the Company or any
           Guarantor of any of its rights and obligations under the Indenture;
           or

     (vi)  amend or modify any of the provisions of the Indenture to cause the
           notes or any Guarantee to be subordinate to any other Indebtedness.

The holders of not less than a majority in aggregate principal amount of the
notes outstanding may waive compliance with certain restrictive covenants and
provisions of the Indenture, as they relate to such series of notes.

Governing Law

The Indenture, the notes and the Guarantees are governed by, and construed in
accordance with, the laws of the State of New York, without giving effect to the
conflicts of law principles thereof.

                                       32


The Trustee

The Indenture provides that, except during the continuance of an Event of
Default, the Trustee will perform only such duties as are specifically set forth
in the Indenture. During the existence of an Event of Default, the Trustee will
exercise such rights and powers vested in it by the Indenture, and use the same
degree of care and skill in its exercise as a prudent Person would exercise or
use under the circumstances in the conduct of such Person's own affairs.

The Indenture and the provisions of the Trust Indenture Act contain certain
limitations on the rights of the Trustee, should it become a creditor of the
Company, to obtain payments of claims in certain cases or to realize on certain
property received in respect of any such claim as security or otherwise. Subject
to the Trust Indenture Act, the Trustee will be permitted to engage in other
transactions; provided that if the Trustee acquires any conflicting interest as
described in the Trust Indenture Act, it must eliminate such conflict or resign.

Book-Entry, Delivery and Form

The old notes have been offered and sold to qualified institutional buyers in
reliance on Rule 144A under the Securities Act. The old notes have been issued
initially in the form of a global note (the "144A Global Note"). The 144A
Global Note will be deposited with the Trustee as custodian for The Depository
Trust Company ("DTC") and registered in the name of Cede & Co. as nominee of
DTC. Except in the limited circumstances described in this prospectus,
beneficial interests in the 144A Global Note will be shown on, and transfers
thereof will be effected only through, records maintained in book-entry form by
DTC.

Regulation S notes initially will be represented by one or more notes in
registered, global form without interest coupons (the "Regulation S Global
Note," and together with the Rule 144A Global Note, the "Global Notes"). The
Regulation S Global Note has been deposited with the Trustee as custodian for
DTC and registered in the name of a nominee of DTC, in each case for credit to
the accounts of the Euroclear Bank S.A./N.V., as operator of the Euroclear
System ("Euroclear"), and Clearstream Banking, S.A. of Luxembourg
("Clearstream"). On or prior to the 40th day after the later of the commencement
of this offering and the Issue Date (such period through and including such 40th
day, the "Restricted Period"), beneficial interests in the Regulation S Global
Note may be held only through Euroclear or Clearstream as indirect participants
in DTC, unless transferred to a person that takes delivery in the form of an
interest in the corresponding Rule 144A Global Note in accordance with the
certification requirements described below. Beneficial interests in the Rule
144A Global Note may not be exchanged for beneficial interests in the Regulation
S Global Note at any time except in the limited circumstances described below.

The Global Notes will be subject to certain restrictions on transfer and will
bear a restrictive legend as described under "Notice to Investors." In addition,
transfer of beneficial interests in the Global Notes will be subject to the
applicable rules and procedures of DTC and its direct or indirect participants
(including, if applicable, those of Euroclear and Clearstream), which may change
from time to time.

Depositary Procedures

DTC. We understand as follows with respect to DTC: DTC is a limited-purpose
trust company organized under the New York Banking Law, a "banking organization"
within the meaning of the New York Banking Law, a member of the Federal Reserve
System, a "clearing corporation" within the meaning of the New York Uniform
Commercial Code, and a "clearing agency" registered pursuant to the provisions
of Section 17A of the Exchange Act. DTC was created to hold securities of its
participants and to facilitate the clearance and settlement of transactions
amongst its participants in such securities through electronic book-entry
changes in accounts of the participants, thereby eliminating the need for
physical movement of securities certificates. DTC's participants include
securities brokers and dealers, banks, trust companies, clearing corporations
and certain other organizations, some of whom (and/or their representatives) own
DTC.

Except as described below, owners of interests in the Global Notes will not have
notes registered in their names, will not receive physical delivery of notes in
certificated form and will not be considered the registered owners or holders of
notes for any purpose. So long as DTC is the registered owner or holder of a
Global Note, such party will be considered the sole owner or holder of the notes
represented by such Global Note for all purposes under the Indenture and the
notes. Accordingly, each person owning a beneficial interest in a Global Note
must rely on the procedures of DTC and their participants or holders to exercise
any rights and remedies of a holder under the Indenture. Payments of principal
and interest on the Global Notes will be made to one or more paying agents on
behalf of DTC as the registered owner thereof.

The laws of some countries and some states in the United States require that
certain persons take physical delivery in definitive form of securities that
they own. Consequently, the ability to transfer beneficial interests in a Global
Note to such persons may be limited to that extent. Because DTC can act only on
behalf of its participants or holders, the ability of a person having beneficial

                                       33


interests in a Global Note to pledge such interests to persons or entities that
do not participate in the relevant clearing system, or otherwise take actions in
respect of such interests, may be affected by the lack of a physical certificate
evidencing such interests.

Payments on the Global Notes

While the notes are represented by the Global Notes, payments in respect of the
principal of, premium, if any, and interest on the Global Notes will be made
through one or more paying agents appointed under the Indenture (which initially
will include the Trustee) on behalf of DTC in its capacity as the registered
holder of the notes under the Indenture. If definitive notes have been issued,
the Indenture requires the Company to make payments in respect of such
definitive notes (including principal, premium and interest) by wire transfer of
immediately available funds to the accounts specified by the holders thereof or,
if no such account is specified, by mailing a check to each such holder's
registered address.

Under the terms of the Indenture, the Company and the Trustee will treat the
persons in whose names the notes, including the Global Notes, are registered as
the owners thereof for the purpose of receiving such payments and for any and
all other purposes whatsoever. Consequently, none of the Company, the Trustee,
or any agent of the Company or the Trustee has or will have any responsibility
or liability for

     (i)  any aspect or accuracy of the records of the relevant clearing system,
          the participants therein or the holders thereof, as the case may be,
          relating to payments made on account of beneficial ownership interests
          in the Global Notes, or for maintaining, supervising or reviewing any
          records of such clearing system, participant or holder relating to
          beneficial ownership interests in the Global Notes, or

     (ii) any other matter relating to the actions and practices of the relevant
          clearing system or the participants therein or the holders thereof.

DTC, upon receipt of any such payment, will immediately credit the accounts of
its relevant participants or holders with payments in amounts proportionate to
their respective holdings in principal amount of beneficial interests in the
Global Notes, as shown on the records of DTC. The Company expects that payments
by such participants or holders, as the case may be, to the beneficial owners of
Global Notes will be governed by standing instructions and customary practices
and will be the responsibility of such participants or holders. Neither the
Company nor the Trustee will have responsibility or liability for the payment of
amounts owing in respect of beneficial interests in the Global Notes held by the
Trustee.

Transfers of Global Securities and Interests Therein

Unless definitive securities are issued, the Global Notes may be transferred, in
whole and not in part, only by DTC to the Trustee, or by the Trustee to DTC, or
to another nominee or successor thereof or a nominee of such successor.

Transfers of beneficial interests in the Global Notes will be subject to the
applicable rules and procedures of DTC and its holders and intermediaries. Any
secondary market trading activity in beneficial interests in the Global Notes is
expected to occur through the participants or holders and intermediaries of DTC
and the securities custody accounts of investors will be credited with their
holdings against payment in same-day funds on the settlement date.

No service charge will be made for any registration of transfer or exchange of
the notes, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

Although DTC has agreed to various procedures to facilitate transfers of
interests in the Global Notes among participants and holders in DTC it is under
no obligation to perform or to continue to perform such procedures, and such
procedures may be discontinued at any time. Neither we, the Trustee, nor any
agent of ours or the Trustee will have any responsibility for the nonperformance
or misperformance (as a result of insolvency, mistake, misconduct or otherwise)
by DTC or its participants, indirect participants, holders or intermediaries of
their respective obligations under the rules and procedures governing their
operations.

We understand that under existing industry practices, if we or the Trustee
requests any action of holders of notes, or if an owner of a beneficial interest
in a Global Note desires to give instructions or take an action that a holder is
entitled to give or take under the Indenture, DTC would authorize their
respective participants or holders, as the case may be, owning the relevant
beneficial interest to give instructions to take such action, and such
participants or holders would authorize indirect participants or intermediaries
to give instructions or take such action, or would otherwise act upon the
instructions of such indirect participants or intermediaries. DTC is not
required to authorize holders to take any action.

                                       34


We understand that under existing practices of DTC if less than all of the notes
are to be redeemed at any time, DTC will credit its participants' or holders'
accounts on a proportionate basis, with adjustments to prevent fractions, or by
lot or on such other basis as DTC deems fair and appropriate, provided that no
beneficial interests of less than $1,000, may be redeemed in part.

Except in the limited circumstances described below, owners of beneficial
interests in Global Notes will not be entitled to receive physical delivery of
definitive notes. Transfers of beneficial interests in the Global Notes will be
subject to the applicable rules and procedures of DTC and its direct or indirect
participants, which rules and procedures may change from time to time.

Certificated Notes

Beneficial interests in a Global Note are exchangeable for definitive notes in
registered certificated form only if (i) (in whole but not in part) DTC is
closed for business for a continuous period of 14 days (other than by reason of
holiday, statutory or otherwise) or announces an intention permanently to cease
business or does in fact do so and no alternative clearance system satisfactory
to the Trustee, is available, (ii) (in whole or in part) an Event of Default
under the Indenture occurs and is continuing, upon the request delivered in
writing to DTC or the Trustee, (iii) (in whole but not in part) at any time the
Company in its sole discretion determines that the Global Notes should be
exchanged for definitive notes or (iv) (in whole but not in part) DTC is at any
time unwilling or unable to continue as depositary and a successor depositary is
not able to be appointed by the Company within 90 days.

Any certificated notes will be issued in registered form in denominations of
$1,000 in nominal amount and integral multiples thereof. In all cases,
certificated notes delivered in exchange for any Global Note or beneficial
interest in the Global Notes will be registered in the names, and issued in any
approved denominations, requested by or on behalf of DTC in accordance with its
customary procedures. The notes may not be issued in bearer form.

In the case of the issuance of certificated notes in the limited circumstances
set forth above, the holder of any such certificated note may transfer such note
by surrendering it at the offices or agencies of the Company maintained for such
purpose within the City and State of New York. Until otherwise designated by the
Company, the Company's office or agency in the City and State of New York will
be the offices of the Trustee maintained for such purpose. In the event of a
partial transfer of a holding of notes represented by one certificate, or
partial redemption of such a holding represented by one certificate, a new
certificate shall be issued to the transferee in respect of the part transferred
or redeemed and a further new certificate in respect of the balance of the
holding not transferred or redeemed shall be issued to the transferor, provided
that no certificate in denominations less than $1,000 shall be issued. Each new
certificate to be issued shall be available for delivery within ten business
days at the office of the Trustee. The cost of preparing, printing, packaging
and delivering the certificated notes shall be borne by the Company.

The Company shall not be required to register the transfer or exchange of
certificated notes for a period of 15 days preceding

(a) the due date for any payment of principal of or interest on the notes, or

(b) the date fixed for a selection of notes to be redeemed.

Also, the Company is not required to register the transfer or exchange of any
notes selected for redemption. In the event of the transfer of any certificated
note, the Trustee may require a holder, among other things, to furnish
appropriate endorsements and transfer documents, and the Company may require a
holder to pay any taxes and fees required by law and permitted by the Indenture
and the notes.

If certificated notes are issued and a holder of a certificated note claims that
the note has been lost, destroyed or wrongfully taken or if such note is
mutilated and is surrendered to the Trustee, the Company shall issue and the
Trustee shall authenticate a replacement note if the Trustee's and the Company's
requirements are met. If required by the Trustee or the Company, an indemnity
bond sufficient in the judgment of both to protect the Company, the Trustee or
any paying agent or authenticating agent appointed pursuant to the indenture
from any loss which any of them may suffer if a note is replaced must be posted.
The Company may charge for its expenses in replacing a note.

In case any such mutilated, destroyed, lost or stolen note has become or is
about to become due and payable, or is about to be redeemed or purchased by the
Company pursuant to the provisions of the Indenture, the Company in its
discretion may, instead of issuing a new note, pay, redeem or purchase such
note, as the case may be.

To the extent permitted by law, the Company, any Paying Agent, the Registrar and
the Transfer Agent shall be entitled to treat the person in whose name any
certificated note is registered as the absolute owner thereof. The Indenture
will contain provisions relating to the maintenance of a register reflecting
ownership of certificated notes, if any, and other provisions customary for a
registered debt security including registration as to both principal and stated
interest and restrictions on transfer except by surrender of a certificated note
and either the reissuance of such certificated note or the issuance of a new
certificated note to the

                                       35


new holder. Payment of principal on each certificated note will be made to the
holder against presentation and surrender. Payment of interest on each
certificated note will be made to the holder appearing on the register at the
close of business on the record date at his address shown on the register on the
record date.

None of the Company, the Trustee, the Depositary or any paying agent will have
any responsibility or liability for any aspect of the records relating to, or
payments made on account of, any book-entry interest.

Redemption of Global Notes

In the event that any Global Note (or any portion thereof) is redeemed, the
Trustee will redeem an equal amount of the book-entry interests in such Global
Note from the amount received by it in respect to the redemption of such Global
Note. The redemption price payable in connection with the redemption of such
book-entry interests will be equal to the amount received by the Trustee in
connection with the redemption of such Global Note (or any portion thereof).

Resignation of Trustee

The Trustee may at any time resign as Trustee by written notice to the Company
and the Trustee, such resignation to become effective upon the appointment of a
successor Trustee, in which case the Global Notes shall be delivered to such
successor. If no successor has been so appointed by the Company within 90 days,
certificated notes shall be issued in exchange therefor as described above.

Notices

Notices to holders of notes shall be mailed by first-class mail to each holder
at its address appearing in the register of holders on the appropriate date
provided herein. For so long as any of the notes are represented by the Global
Notes, notice to holders shall (in addition to publication as described above)
also be given by delivery of the relevant notice to DTC for communication to the
holders of the book entry interests in the notes.

Reports

The Trustee will immediately send to DTC a copy of any notices, reports and
other communications received relating to the Company, the notes, the Guarantees
or the book-entry interests.

Certain Definitions

"Acquired Indebtedness" means Indebtedness of a Person (i) existing at the time
such Person becomes a Restricted Subsidiary or (ii) assumed in connection with
the acquisition of assets from such Person, in each case, other than
Indebtedness incurred in connection with, or in contemplation of, such Person
becoming a Restricted Subsidiary or such acquisition. Acquired Indebtedness
shall be deemed to be incurred on the date of the related acquisition of assets
from any Person or the date the acquired Person becomes a Restricted Subsidiary.

"Affiliate" means, with respect to any specified Person: (i) any other Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with such specified Person; (ii) any other Person that owns,
directly or indirectly, 5% or more of such Person's Capital Stock or any officer
or director of any such Person or other Person or, with respect to any natural
Person, any person having a relationship with such Person by blood, marriage or
adoption not more remote than first cousin; or (iii) any other Person 10% or
more of the voting Capital Stock of which are beneficially owned or held
directly or indirectly by such specified Person. For the purposes of this
definition, "control" when used with respect to any specified Person means the
power to direct the management and policies of such Person directly or
indirectly, whether through the foregoing.

"Asset Sale" means any sale, issuance, conveyance, transfer, lease or other
disposition (including, without limitation, by way of merger, consolidation or
Sale and Leaseback Transaction) (collectively, a "transfer"), directly or
indirectly, in one or a series of related transactions, of: (i) any Capital
Stock of any Restricted Subsidiary; (ii) all or substantially all of the
properties and assets of any division or line of business of the Company or its
Restricted Subsidiaries; or (iii) any other properties or assets of the Company
or any Restricted Subsidiary, other than in the ordinary course of business. For
the purposes of this definition, the term "Asset Sale" shall not include (x) any
transfer of properties and assets (A) that is governed by the first paragraph
under "Consolidation, Merger, Sale of Assets" or (B) that is of the Company to
any Restricted Subsidiary, or of any Subsidiary to the Company or any Subsidiary
in accordance with the terms of the Indenture or (y) transfers of properties and
assets in any given fiscal year with an aggregate Fair Market Value of less than
$3,000,000.

                                       36


"Asset Swap" means the execution of a definitive agreement, subject only to
customary closing conditions, that the Company in good faith believes will be
satisfied, for a substantially concurrent purchase and sale, or exchange, of
Productive Assets between the Company or any of its Restricted Subsidiaries and
another Person or group of affiliated Persons; it being understood that an Asset
Swap may include a cash equalization payment made in connection therewith
provided that such cash payment, if received by the Company or its Subsidiaries,
shall be deemed to be proceeds received from an Asset Sale and applied in
accordance with "Certain Covenants--Limitation on Sale of Assets."

"Average Life to Stated Maturity" means, as of the date of determination with
respect to any Indebtedness, the quotient obtained by dividing (i) the sum of
the products of (a) the number of years from the date of determination to the
date or dates of each successive scheduled principal payment of such
Indebtedness multiplied by (b) the amount of each such principal payment by (ii)
the sum of all such principal payments.

"Bankruptcy Law" means Title 11, United States Bankruptcy Code of 1978, as
amended, or any similar United States Federal or State law relating to
bankruptcy, insolvency, receivership, winding-up, liquidation, reorganization or
relief of debtors or any amendment to, succession to or change in any such law.

"Borrowing Base" means the sum of (i) 85% of accounts receivable of the Company
and its Subsidiaries and (ii) 50% of the net book value of the inventory of the
Company and its Subsidiaries, in each case, as determined on a consolidated
basis in accordance with GAAP.

"Capital Lease Obligation" means any obligations of the Company and its
Restricted Subsidiaries on a Consolidated basis under any capital lease of real
or personal property which, in accordance with GAAP, has been recorded as a
capitalized lease obligation.

"Capital Stock" of any Person means any and all shares, interests,
participations or other equivalents (however designated) of such Person's
capital stock.

"Code" means the Internal Revenue Code of 1986, as amended.

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

"Company" means Constellation Brands, Inc., a corporation incorporated under the
laws of Delaware, until a successor Person shall have become such pursuant to
the applicable provisions of the Indenture, and thereafter "Company" shall mean
such successor Person.

"Consolidated Fixed Charge Coverage Ratio" of the Company means, for any period,
the ratio of (a) the sum of Consolidated Net Income (Loss), Consolidated
Interest Expense, Consolidated Income Tax Expense and Consolidated Non-cash
Charges deducted in computing Consolidated Net Income (Loss) in each case, for
such period, of the Company and its Restricted Subsidiaries on a Consolidated
basis, all determined in accordance with GAAP to (b) the sum of Consolidated
Interest Expense for such period and cash and non-cash dividends paid on any
Preferred Stock of the Company and its Restricted Subsidiaries during such
period; provided that (i) in making such computation, the Consolidated Interest
Expense attributable to interest on any Indebtedness computed on a pro forma
basis and (A) bearing a floating interest rate, shall be computed as if the rate
in effect on the date of computation had been the applicable rate for the entire
period and (B) which was not outstanding during the period for which the
computation is being made but which bears, at the option of the Company, a fixed
or floating rate of interest, shall be computed by applying at the option of the
Company, either the fixed or floating rate and (ii) in making such computation,
the Consolidated Interest Expense of the Company attributable to interest on any
Indebtedness under a revolving credit facility computed on a pro forma basis
shall be computed based upon the average daily balance of such Indebtedness
during the applicable period.

"Consolidated Income Tax Expense" means for any period, as applied to the
Company, the provision for federal, state, local and foreign income taxes of the
Company and its Restricted Subsidiaries for such period as determined in
accordance with GAAP on a Consolidated basis.

"Consolidated Interest Expense" of the Company means, without duplication, for
any period, the sum of (a) the interest expense of the Company and its
Restricted Subsidiaries for such period, on a Consolidated basis, including,
without limitation, (i) amortization of debt discount, (ii) the net cost under
interest rate contracts (including amortization of discounts), (iii) the
interest portion of any deferred payment obligation and (iv) accrued interest,
plus (b) (i) the interest component of the Capital Lease Obligations paid,
accrued and/or scheduled to be paid or accrued by the Company and its Restricted
Subsidiaries during such period and (ii) all capitalized interest of the Company
and its Restricted Subsidiaries, in each case as determined in accordance

                                       37


with GAAP on a basis. Whenever pro forma effect is to be given to an acquisition
or disposition of assets for the purpose of calculating the Consolidated Fixed
Charge Coverage Ratio, the amount of Consolidated Interest Expense associated
with any Indebtedness Incurred in connection with such acquisition or
disposition of assets, shall be calculated on a pro forma basis in accordance
with Regulation S-X under the Securities Act, as in effect on the date of such
calculation.

"Consolidated Net Income (Loss)" of the Company means, for any period, the
Consolidated net income (or loss) of the Company and its Restricted Subsidiaries
for such period as determined in accordance with GAAP on a Consolidated basis,
adjusted, to the extent included in calculating such net income (loss), by
excluding, without duplication: (i) all extraordinary gains or losses (less all
fees and expenses relating thereto); (ii) the portion of net income (or loss) of
the Company and its Restricted Subsidiaries allocable to minority interests in
unconsolidated Persons to the extent that cash dividends or distributions have
not actually been received by the Company or one of its Restricted Subsidiaries;
(iii) net income (or loss) of any Person combined with the Company or any of its
Restricted Subsidiaries on a "pooling of interests" basis attributable to any
period prior to the date of combination; (iv) any gain or loss, net of taxes,
realized upon the termination of any employee pension benefit plan; (v) net
gains (but not losses) (less all fees and expenses relating thereto) in respect
of dispositions of assets other than in the ordinary course of business; or (vi)
the net income of any Restricted Subsidiary to the extent that the declaration
of dividends or similar distributions by that Restricted Subsidiary of that
income is not at the time permitted, directly or indirectly, by operation of the
terms of its charter or any agreement, instrument, judgment, decree, order,
statute, rule or governmental regulations applicable to that Restricted
Subsidiary or its stockholders. Whenever pro forma effect is to be given to an
acquisition or disposition of assets for the purpose of calculating the
Consolidated Fixed Charge Coverage Ratio, the amount of income or earnings
related to such assets shall be calculated on a pro forma basis in accordance
with Regulation S-X under the Securities Act, as in effect on the date of such
calculation.

"Consolidated Net Tangible Assets" means with respect to any Person, as of any
date of determination, the book value of such Persons total assets, less
goodwill, deferred financing costs and other intangibles and less accumulated
amortization, shown on the most recent balance sheet of such Person, determined
on a consolidated basis in accordance with GAAP.

"Consolidated Net Worth" of any Person means the Consolidated stockholders'
equity (excluding Redeemable Capital Stock) of such Person and its subsidiaries,
as determined in accordance with GAAP on a Consolidated basis.

"Consolidated Non-cash Charges" of the Company means, for any period, the
aggregate depreciation, amortization and other non-cash charges of the Company
and its Consolidated Restricted Subsidiaries for such period, as determined in
accordance with GAAP on a Consolidated basis (excluding any non-cash charge
which requires an accrual or reserve for cash charges for any future period).

"Consolidation" means, with respect to any Person, the consolidation of the
accounts of such Person and each of its subsidiaries if and to the extent the
accounts of such Person and each of its subsidiaries would normally be
consolidated with those of such Person, all in accordance with GAAP. The term
"Consolidated" shall have a similar meaning.

"Credit Agreement" means the Credit Agreement, dated as of October 6, 1999, as
amended on February 13, 2001, between the Company, the Subsidiaries of the
Company identified on the signature pages thereof, the lenders named therein,
The Chase Manhattan Bank, as administrative agent, including any deferrals,
renewals, extensions, replacements, refinancings or refundings thereof or
amendments, modifications or supplements thereto and any agreements therefor
(including any of the foregoing that increase the principal amount of
Indebtedness or the commitments to lend thereunder and have been made in
compliance with the provisions of "Certain Covenants--Limitation on
Indebtedness"; provided that, for purposes of the definition of "Permitted
Indebtedness," no such increase may result in principal amount of Indebtedness
of the Company under the Credit Agreement exceeding the amount permitted by
subparagraph (b)(i) of "Certain Covenants--Limitation on Indebtedness"), whether
by or with the same or any other lender, creditor, group of lenders or group of
creditors, and including related notes, guarantees and note agreements and other
instruments and agreements executed in connection therewith.

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

"Designation" has the meaning set forth under "Certain Covenants--Designation of
Unrestricted Subsidiaries."

"Designation Amounts" has the meaning set forth under "Certain Covenants--
Designation of Unrestricted Subsidiaries."

"Domestic Restricted Subsidiary" means a Restricted Subsidiary of the Company
organized under the laws of the United States or any political subdivision
thereof or the operations of which are located substantially inside the United
States.

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

                                       38


"Fair Market Value" means, with respect to any asset or property, the sale value
that would be obtained in an arm's-length transaction between an informed and
willing seller under no compulsion to sell and an informed and willing buyer
under no compulsion to buy.

"Foreign Restricted Subsidiary" means a Restricted Subsidiary of the Company not
organized under the laws of the United States or any political subdivision
thereof and the operations of which are located substantially outside of the
United States.

"GAAP" or "Generally Accepted Accounting Principles" means generally accepted
accounting principles in the United States, consistently applied, which are in
effect on the date of the Indenture.

"Guarantee" means the guarantee by each Guarantor of the Company's Indenture
Obligations pursuant to a guarantee given in accordance with the Indenture,
including the Guarantees by the Guarantors and any Guarantee delivered pursuant
to provisions of "Certain Covenants--Limitation on Guarantees by Restricted
Subsidiaries."

"Guaranteed Debt" of any Person means, without duplication, all Indebtedness of
any other Person referred to in the definition of Indebtedness contained in this
Section guaranteed directly or indirectly in any manner by such Person, or in
effect guaranteed directly or indirectly by such Person through an agreement (i)
to pay or purchase such Indebtedness or to advance or supply funds for the
payment or purchase of such Indebtedness, (ii) to purchase, sell or lease (as
lessee or lessor) property, or to purchase or sell services, primarily for the
purpose of enabling the debtor to make payment of such Indebtedness or to assure
the holder of such Indebtedness against loss, (iii) to supply funds to, or in
any other manner invest in, the debtor (including any agreement to pay for
property or services without requiring that such property be received or such
services be rendered), (iv) to maintain working capital or equity capital of the
debtor, or otherwise to maintain the net worth, solvency or other financial
condition of the debtor or (v) otherwise to assure a creditor against loss;
provided that the term "guarantee" shall not include endorsements for collection
or deposit, in either case in the ordinary course of business.

"Guarantor" means the Subsidiaries listed on the signature pages of the
Indenture as guarantors and each other Subsidiary, formed, created or acquired
after the Issue Date, required to become a Guarantor after the Issue Date,
pursuant to "Certain Covenants--Limitation on Guarantees by Restricted
Subsidiaries."

"Hedging Agreement" means, with respect to any Person, all interest rate swap or
similar agreements or foreign currency or commodity hedge, exchange or similar
agreements of such Person.

"Hedging Obligations" means, with respect to any Person, the Obligations of such
Person under Hedging Agreements.

"Holders" mean the registered holders of the notes.

"Incur" means, with respect to any Indebtedness or other obligation of any
Person, to create, issue, incur (including by conversion, exchange or
otherwise), assume, guarantee or otherwise become liable in respect of such
Indebtedness or other obligation or the recording, as required pursuant to GAAP
or otherwise, of any such Indebtedness or other obligation on the balance sheet
of such Person (and "Incurrence," "Incurred" and "Incurring" shall have meanings
correlative to the foregoing). Indebtedness of any Acquired Person or any of its
Subsidiaries existing at the time such Acquired Person becomes a Subsidiary (or
is merged into or consolidated with the Company or any Subsidiary), whether or
not such Indebtedness was Incurred in connection with, as a result of, or in
contemplation of, such Acquired Person becoming a Subsidiary (or being merged
into or consolidated with the Company or any Subsidiary), shall be deemed
Incurred at the time any such Acquired Person becomes a Subsidiary or merges
into or consolidates with the Company or any Subsidiary.

"Indebtedness" means, with respect to any Person, without duplication: (i) all
indebtedness of such Person for borrowed money or for the deferred purchase
price of property or services, excluding any trade payables and other accrued
current liabilities arising in the ordinary course of business, but including,
without limitation, all obligations, contingent or otherwise, of such Person in
connection with any letters of credit issued under letter of credit facilities,
acceptance facilities or other similar facilities and in connection with any
agreement to purchase, redeem, exchange, convert or otherwise acquire for value
any Capital Stock of such Person, or any warrants, rights or options to acquire
such Capital Stock, now or hereafter outstanding, (ii) all obligations of such
Person evidenced by bonds, notes, debentures or other similar instruments, (iii)
all indebtedness created or arising under any conditional sale or other title
retention agreement with respect to property acquired by such Person (even if
the rights and remedies of the seller or lender under such agreement in the
event of default are limited to repossession or sale of such property), but
excluding trade payables arising in the ordinary course of business, (iv) all
Hedging Obligations of such Person, (v) all Capital Lease Obligations of such
Person, (vi) all Indebtedness referred to in clauses (i) through (v) above of
other Persons and all dividends of other Persons, the payment of which is
secured by (or for which the holder of such Indebtedness has an existing right,
contingent or otherwise, to be secured by) any Lien, upon or with respect to
property (including, without limitation, accounts and contract rights) owned by
such Person, even though such Person has not assumed or become liable for the
payment

                                       39


of such Indebtedness, (vii) all Guaranteed Debt of such Person, (viii) all
Redeemable Capital Stock valued at the greater of its voluntary or involuntary
maximum fixed repurchase price plus accrued and unpaid dividends, and (ix) any
amendment, supplement, modification, deferral, renewal, extension, refunding or
refinancing of any liability of the types referred to in clauses (i) through
(viii) above. For purposes hereof, the "maximum fixed repurchase price" of any
Redeemable Capital Stock which does not have a fixed repurchase price shall be
calculated in accordance with the terms of such Redeemable Capital Stock as if
such Redeemable Capital Stock were purchased on any date on which Indebtedness
shall be required to be determined pursuant to the Indenture, and if such price
is based upon, or measured by, the Fair Market Value of such Redeemable Capital
Stock, such Fair Market Value to be determined in good faith by the board of
directors of the issuer of such Redeemable Capital Stock.

"Indenture Obligations" means the obligations of the Company and any other
obligor under the Indenture or under the notes, including any Guarantor, to pay
principal of, premium, if any, and interest when due and payable, and all other
amounts due or to become due under or in connection with the Indenture, the
notes and the performance of all other obligations to the Trustee and the
holders under the Indenture and the notes, according to the terms thereof.

"Insolvency or Liquidation Proceeding" means, with respect to any Person, any
liquidation, dissolution or winding up of such Person, or any bankruptcy,
reorganization, insolvency, receivership or similar proceeding with respect to
such Person, whether voluntary or involuntary.

"Investments" means, with respect to any Person, directly or indirectly, any
advance, loan (including guarantees), or other extension of credit or capital
contribution to (by means of any transfer of cash or other property to others or
any payment for property or services for the account or use of others), or any
purchase, acquisition or ownership by such Person of any Capital Stock, bonds,
notes, debentures or other securities issued or owned by, any other Person and
all other items that would be classified as investments on a balance sheet
prepared in accordance with GAAP.

"Investment Grade" means a rating of (i) BBB- or higher by S&P and Ba1 or higher
by Moody's or (ii) Baa3 or higher by Moody's and BB+ or higher by S&P.

"Issue Date" means February 21, 2001.

"Lien" means any mortgage, charge, pledge, lien (statutory or otherwise),
privilege, security interest, hypothecation or other encumbrance upon or with
respect to any property of any kind, real or personal, movable or immovable, now
owned or hereafter acquired.

"Maturity" when used with respect to any Note means the date on which the
principal of such Note becomes due and payable as therein provided or as
provided in the Indenture, whether at Stated Maturity, the Offer Date or the
redemption date and whether by declaration of acceleration, Offer in respect of
Excess Proceeds, Change of Control, call for redemption or otherwise.

"Moody's" means Moody's Investors Service, Inc. or any successor thereto.

"Net Cash Proceeds" means (a) with respect to any Asset Sale by any Person, the
proceeds thereof in the form of cash or Temporary Cash Investments including
payments in respect of deferred payment obligations when received in the form
of, or stock or other assets when disposed for, cash or Temporary Cash
Investments (except to the extent that such obligations are financed or sold
with recourse to the Company or any Restricted Subsidiary) net of (i) brokerage
commissions and other actual fees and expenses (including fees and expenses of
counsel and investment bankers) related to such Asset Sale, (ii) provisions for
all taxes payable as a result of such Asset Sale, (iii) payments made to retire
Indebtedness where payment of such Indebtedness is secured by the assets or
properties the subject of such Asset Sale, (iv) amounts required to be paid to
any Person (other than the Company or any Restricted Subsidiary) owning a
beneficial interest in the assets subject to the Asset Sale and (v) appropriate
amounts to be provided by the Company or any Restricted Subsidiary, as the case
may be, as a reserve, in accordance with GAAP, against any liabilities
associated with such Asset Sale and retained by the Company or any Restricted
Subsidiary, as the case may be, after such Asset Sale, including, without
limitation, pension and other post--employment benefit liabilities, liabilities
related to environmental matters and liabilities under any indemnification
obligations associated with such Asset Sale, all as reflected in an officers'
certificate delivered to the Trustee and (b) with respect to any issuance or
sale of Capital Stock or options, warrants or rights to purchase Capital Stock,
or debt securities or Capital Stock that have been converted into or exchanged
for Capital Stock, as referred to under "Certain Covenants--Limitation on
Restricted Payments," the proceeds of such issuance or sale in the form of cash
or Temporary Cash Investments, including payments in respect of deferred payment
obligations when received in the form of, or stock or other assets when disposed
for, cash or Temporary Cash Investments (except to the extent that such
obligations are financed or sold with recourse to the Company or any Restricted
Subsidiary), net of attorneys' fees, accountants' fees and brokerage,
consultation, underwriting and other fees and expenses actually incurred in
connection with such issuance or sale and net of taxes paid or payable as a
result thereof.

                                       40


"Obligations" means any principal, interest (including, without limitation,
Post-Petition Interest), penalties, fees, indemnifications, reimbursement
obligations, damages and other liabilities payable under the documentation
governing any Indebtedness.

"Other Indebtedness" has the meaning set forth under "Certain Covenants--
Limitation on Guarantees by Restricted Subsidiaries."

"Pari Passu Indebtedness" means any Indebtedness of the Company or a Guarantor
that is pari passu in right of payment to the notes or a Guarantee, as the case
may be.

"Permitted Investment" means (i) Investments in any Wholly Owned Restricted
Subsidiary or any Person which, as a result of such Investment, becomes a Wholly
Owned Restricted Subsidiary; (ii) Indebtedness of the Company or a Restricted
Subsidiary described under clauses (iv) and (v) of the definition of "Permitted
Indebtedness"; (iii) Temporary Cash Investments; (iv) Investments acquired by
the Company or any Restricted Subsidiary in connection with an Asset Sale
permitted under "Certain Covenants--Limitation on Sale of Assets" to the extent
such Investments are non-cash proceeds as permitted under such covenant; (v)
guarantees of Indebtedness otherwise permitted by the Indenture; (vi)
Investments in existence on the date of the Indenture; and (vii) Investments in
joint ventures in an aggregate amount not to exceed at any one time the greater
of (x) $50.0 million and (y) 5.0% of Consolidated Net Tangible Assets.

"Person" means any individual, corporation, limited liability company,
partnership, joint venture, association, jointstock company, trust,
unincorporated organization or government or any agency or political
subdivisions thereof.

"Post-Petition Interest" means, with respect to any Indebtedness of any Person,
all interest accrued or accruing on such Indebtedness after the commencement of
any Insolvency or Liquidation Proceeding against such Person in accordance with
and at the contract rate (including, without limitation, any rate applicable
upon default) specified in the agreement or instrument creating, evidencing or
governing such Indebtedness, whether or not, pursuant to applicable law or
otherwise, the claim for such interest is allowed as a claim in such Insolvency
or Liquidation Proceeding.

"Preferred Stock" means, with respect to any Person, any and all shares,
interests, participations or other equivalents (however designated) of such
Person's preferred stock whether now outstanding, or issued after the date of
the Issue Date, and including, without limitation, all classes and series of
preferred or preference stock.

"Productive Assets" means assets of a kind used or usable by the Company and its
Restricted Subsidiaries in their respective businesses (including without
limitation, contracts, leases, licenses, or other agreements of value to the
Company or any of its Restricted Subsidiaries), provided, however, that
productive assets to be acquired by the Company or any Restricted Subsidiary
shall be, in the good faith judgment of management of the Company or such
Restricted Subsidiary, assets which are reasonably related, ancillary or
complementary to the business of the Company and its Restricted Subsidiaries as
conducted on the Issue Date.

"Qualified Capital Stock" of any Person means any and all Capital Stock of such
Person other than Redeemable Capital Stock.

"Redeemable Capital Stock" means any Capital Stock that, either by its terms or
by the terms of any security into which it is convertible or exchangeable or
otherwise, is or upon the happening of an event (other than as a result of a
change of control provision substantially similar to that contained in "Certain
Covenants--Purchase of Notes Upon a Change of Control") or passage of time would
be, required to be redeemed prior to any Stated Maturity of the principal of the
notes or is redeemable at the option of the holder thereof at any time prior to
any such Stated Maturity, or is convertible into or exchangeable for debt
securities at any time prior to any such Stated Maturity at the option of the
holder thereof.

"Restricted Subsidiary" means any Subsidiary of the Company that has not been
designated by the Board of Directors of the Company, by a resolution of the
Board of Directors of the Company delivered to the Trustee, as an Unrestricted
Subsidiary pursuant to "Certain Covenants--Designation of Unrestricted
Subsidiaries" above. Any such designation may be revoked by a resolution of the
Board of Directors of the Company delivered to the Trustee, subject to the
provisions of such covenant.

"Sale and Leaseback Transaction" means any transaction or series of related
transactions pursuant to which the Company or a Restricted Subsidiary sells or
transfers any property or asset in connection with the leasing, or the resale
against installment payments, of such property or asset to the seller or
transferor.

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

"S&P" means Standard & Poor's Ratings Services, a division of The McGraw-Hill
Companies, Inc. or any successor thereto.

                                       41


"Stated Maturity" when used with respect to any Indebtedness or any installment
of interest thereon, means the dates specified in such Indebtedness as the fixed
date on which the principal of such Indebtedness or such installment of interest
is due and payable.

"Subordinated Indebtedness" means Indebtedness of the Company or a Guarantor
subordinated in right of payment to the notes, or a Guarantee, as the case may
be.

"Subsidiary" means any Person a majority of the equity ownership or the Voting
Stock of which is at the time owned, directly or indirectly, by the Company or
by one or more other Subsidiaries, or by the Company and one or more other
Subsidiaries.

"Temporary Cash Investments" means: (i) any evidence of Indebtedness of a
Person, other than the Company or its Subsidiaries, maturing not more than one
year after the date of acquisition, issued by the United States of America or
the United Kingdom, or an instrumentality or agency thereof and guaranteed fully
as to principal, premium, if any, and interest by the United States of America
or the United Kingdom, (ii) any certificate of deposit, maturing not more than
one year after the date of acquisition, issued by, or time deposit of, a
commercial banking institution that is a member of the Federal Reserve System
and that has combined capital and surplus and undivided profits of not less than
$500,000,000, whose debt has a rating, at the time as of which any investment
therein is made, of "P-1" (or higher) according to Moody's Investors Service,
Inc. ("Moody's") or any successor rating agency or "A-1" (or higher) according
to Standard and Poor's Corporation ("S&P") or any successor rating agency, (iii)
commercial paper, maturing not more than one year after the date of acquisition,
issued by a corporation (other than an Affiliate or Subsidiary of the Company)
organized and existing under the laws of the United States of America with a
rating, at the time as of which any investment therein is made, of "P-1" (or
higher) according to Moody's or "A-1" (or higher) according to S&P and (iv) any
money market deposit accounts issued or offered by a domestic commercial bank
having capital and surplus in excess of $500,000,000.

"Trust Indenture Act" means the Trust Indenture Act of 1939, as amended.

"United States Treasury Securities" means direct obligations of, and obligations
guaranteed by, the United States for the payment of which the full faith and
credit of the United States is pledged.

"Unrestricted Subsidiary" means any Subsidiary of the Company designated as such
pursuant to "Certain Covenants--Designation of Unrestricted Subsidiaries" above.
Any such designation may be revoked by a resolution of the Board of Directors of
the Company delivered to the Trustee, subject to the provisions of such
covenant.

"Voting Stock" means stock of the class or classes pursuant to which the holders
thereof have the general voting power under ordinary circumstances to elect at
least a majority of the board of directors, managers or trustees of a
corporation (irrespective of whether or not at the time stock of any other class
or classes shall have or might have voting power by reason of the happening of
any contingency).

"Wholly Owned Restricted Subsidiary" means any Restricted Subsidiary all the
Capital Stock of which (other than directors' qualifying shares and up to 5% of
the issued and outstanding Capital Stock which may be owned by executive
officers of such Subsidiary) is owned by the Company or another Wholly Owned
Restricted Subsidiary.

                                       42


                                 The Guarantors

The guarantors of the old notes and the new notes are the following subsidiaries
of the Company: Allberry, Inc., Barton Beers, Ltd., Barton Brands of California,
Inc., Barton Brands of Georgia, Inc., Barton Brands, Ltd., Barton Canada, Ltd.,
Barton Distillers Import Corp., Barton Financial Corporation, Barton
Incorporated, Batavia Wine Cellars, Inc., Canandaigua B.V., Canandaigua Europe
Limited, Canandaigua Limited, Canandaigua Wine Company, Inc., Cloud Peak
Corporation, Franciscan Vineyards, Inc., M.J. Lewis Corp., Monarch Import
Company, Mt. Veeder Corporation, Polyphenolics, Inc., Roberts Trading Corp., and
Stevens Point Beverage Co.


            Certain United States Federal Income Tax Considerations

The following is a summary of certain anticipated U.S. federal income tax
consequences of the purchase, ownership and disposition of the notes, based upon
the Internal Revenue Code of 1986, as amended, and existing regulations, rulings
and judicial decisions as of the date of this prospectus. Such authorities may
be repealed, revoked or modified, possibly with retroactive effect, so as to
result in U.S. federal income tax consequences different from those discussed
below. Except as specifically set forth in this prospectus, this summary deals
only with notes held as capital assets by initial holders, and does not deal
with special situations, such as those of dealers in securities or currencies,
financial institutions, banks, tax-exempt organizations, insurance companies,
holders that are partnerships or other pass-through entities and holders whose
"functional currency" is not the U.S. dollar, or special rules with respect to
"straddle," "conversion," "hedging" or "constructive sales" transactions. This
summary is not binding on the Internal Revenue Service or the courts. No ruling
has been sought or will be sought from the Internal Revenue Service with respect
to the positions and issues discussed herein, and there can be no assurance that
the Internal Revenue Service will not take a different position concerning the
tax consequences of the purchase, ownership or disposition of the notes or that
any such position would not be sustained. Prospective investors are urged to
consult their tax advisors regarding the particular tax consequences of
purchasing, holding and disposing of notes that may be specific to them,
including the tax consequences arising under any state, local or foreign laws.

As used in this prospectus, the term "U.S. Holder" means a beneficial owner of a
note who or that is for U.S. federal income tax purposes

     (i)   a citizen or resident of the United States,

     (ii)  a corporation created or organized in or under the laws of the United
           States or any political subdivision thereof,

     (iii) an estate the income of which is subject to U.S. federal income
           taxation regardless of source, or

     (iv)  a trust if (A) a U.S. court is able to exercise primary supervision
           over the administration of the trust and one or more U.S. persons
           have the authority to control all substantial decisions of the trust,
           or (B) such trust has a valid election in effect under applicable
           U.S. Treasury Regulations to be treated as a U.S. person.

As used in this prospectus, the term "Non-U.S. Holder" means a holder of a note
that is not a U.S. Holder.

Exchange of Notes

There will be no federal income tax consequences to holders exchanging old notes
for new notes pursuant to the exchange offer since the exchange offer will be by
operation of the original terms of the old notes, pursuant to a unilateral act
by us, and will not result in any material alteration in the terms of the old
notes.  Each exchanging holder will have the same adjusted tax basis and holding
period in the new notes as it had in the old notes immediately before the
exchange.

U.S. Holders

Interest. Interest (including Additional Interest, if any) on the notes
generally will be taxable to a U.S. Holder as ordinary interest income at the
time accrued or received in accordance with the U.S. Holder's regular method of
accounting for federal income tax purposes.

Dispositions. Upon the sale, exchange, retirement or other disposition of a
note, a U.S. Holder generally will recognize taxable gain or loss equal to the
difference between the amount realized on the disposition (other than any
amounts attributable to accrued but unpaid interest) and the holder's adjusted
tax basis in the note. The gain or loss generally will be capital gain or loss.
To the extent that the amount realized represents accrued but unpaid interest
not previously taken into income, however, such amounts must be taken into
account as interest income.

                                       43


For certain non-corporate U.S. Holders, including individuals, the rate of
taxation of capital gains will depend upon the holder's holding period in the
note, with a preferential rate generally available for notes held for more than
one year. In addition, special rules, and generally lower maximum tax rates,
apply to individuals in lower tax brackets and to individuals who have held, for
more than five years, capital assets acquired or deemed to have been acquired
after December 31, 2000. The deductibility of capital losses is subject to
limitations.

Non-U.S. Holders

The following discussion is limited to the U.S. federal income tax consequences
relevant to a holder of a note that is a Non-U.S. Holder.

Interest. Subject to the discussion below concerning backup withholding,
payments of interest on a note to any Non-U.S. Holder will generally not be
subject to U.S. federal income or withholding tax, provided that

     (i)   the holder is not (A) a direct or indirect owner, taking into account
           certain attribution rules, of 10% or more of the total voting power
           of all voting stock of the issuer or (B) a controlled foreign
           corporation related to the issuer through stock ownership,

     (ii)  such interest payments are not effectively connected with the conduct
           by the Non-U.S. Holder of a trade or business within the United
           States and

     (iii) the issuer or its paying agent receives (A) from the Non-U.S. Holder,
           a properly completed Form W-8BEN, or substitute Form W-8BEN, under
           penalties of perjury, which provides the Non-U.S. Holder's name and
           address and certifies that the Non-U.S. Holder of the note is a Non-
           U.S. Holder or (B) from a security clearing organization, bank or
           other financial institution that holds the notes in the ordinary
           course of its trade or business (a "financial institution") on behalf
           of the Non-U.S. Holder, certification under penalties of perjury that
           such a Form W-8BEN or substitute Form W-8BEN has been received by it,
           or by another such financial institution, from the Non-U.S. Holder,
           and a copy of the Form W-8BEN or substitute Form W-8BEN, is furnished
           to the payor.

A Non-U.S. Holder that does not qualify for exemption from withholding under the
preceding paragraph generally will be subject to withholding of U.S. federal
income tax at the rate of 30%, or lower applicable treaty rate, on payments of
interest on the notes. To the extent a Non-U.S. Holder seeks a reduced rate of
withholding under a treaty, such holder must provide the issuer or its paying
agent with a properly completed Form W-8BEN.

If the payments of interest on a note are effectively connected with the conduct
by a Non-U.S. Holder of a trade or business in the United States, such payments
will be subject to U.S. federal income tax on a net basis at the rates
applicable to United States persons generally and, with respect to corporate
holders, may also be subject to a 30% branch profits tax. If payments are
subject to U.S. federal income tax on a net basis in accordance with the rules
described in the preceding sentence, those payments will not be subject to
withholding tax so long as the holder provides the issuer or its paying agent
with a properly executed Form W-8ECI.

Non-U.S. Holders should consult any applicable income tax treaties, which may
provide for a lower rate of withholding tax, exemption from or reduction of
branch profits tax, or other rules different from those described above.

For purposes of the certification requirements, those persons that, under U.S.
federal income tax principles, are the taxpayers with respect to payments on the
notes are generally treated as the beneficial owners of such payments, rather
than persons such as nominees or agents legally entitled to such payments. In
the case of payments to an entity classified as a foreign partnership under U.S.
federal income tax principles, the partners, rather than the partnership,
generally must provide the required certifications to qualify for the
withholding tax exemption described above. A payment to a United States
partnership, however, is treated for these purposes as payment to a U.S. Holder,
even if the partnership has one or more foreign partners. The discussion under
this heading and under "--Information Reporting and Backup Withholding" below,
is not intended to be a complete discussion of the provisions of the U.S.
withholding laws. Prospective investors are urged to consult their tax advisors
regarding the tax consequences of their proposed investment in light of such
laws.

Dispositions. Subject to the discussion below concerning backup withholding, any
gain realized by a Non-U.S. Holder on the sale, exchange, retirement or other
disposition of a note generally will not be subject to U.S. federal income or
withholding tax, unless

     (i)   such gain is effectively connected with the conduct by such Non-U.S.
           Holder of a trade or business within the United States,

                                       44


     (ii)  the Non-U.S. Holder is an individual who is present in the United
           States for 183 days or more in the taxable year of the disposition
           and certain other conditions are satisfied, or

     (iii) the Non-U.S. Holder is subject to tax pursuant to the provisions of
           U.S. tax law applicable to certain U.S. expatriates.

Federal Estate Tax. Notes held, or treated as held, by an individual who is a
Non-U.S. Holder at the time of his or her death will not be subject to U.S.
federal tax provided that (i) the individual does not actually or constructively
own 10% or more of the total voting power of all voting stock of the issuer and
(ii) income on the notes was not effectively connected with the conduct by the
Non-U.S. Holder of a trade or business within the United States.

Information Reporting and Backup Withholding

Payments with respect to the notes and the proceeds upon the sale or other
disposition of the notes may be subject to information reporting and possibly
U.S. backup withholding at a 31% rate. Backup withholding will not apply to a
U.S. Holder who furnishes its correct taxpayer identification number and
provides other certification. Backup withholding will not apply to payments made
by the issuer in respect of the notes to a Non-U.S. Holder, if the holder
certifies, under penalty of perjury, that it is not a U.S. person and provides
its name and address, provided that neither the issuer nor its paying agent has
actual knowledge that the holder is a U.S. person, or the Non-U.S. Holder
otherwise establishes an exemption. Copies of information returns may be made
available, under the provisions of a specific treaty or agreement, to the tax
authorities of the country in which the Non-U.S. Holder resides.

Payment of proceeds from the disposition of notes to or through the United
States office of any broker, U.S. or foreign, will be subject to information
reporting and backup withholding unless the owner certifies as to its non-U.S.
status under penalty of perjury or otherwise establishes an exemption, provided
that the broker does not have actual knowledge that the holder is a U.S. person
or that the conditions of any other exemption are not, in fact, satisfied. The
payment of the proceeds from the disposition of a note to or through a non-U.S.
office of a non-U.S. broker that is not a "U.S. related person," as defined in
applicable Treasury Regulations, will not be subject to information reporting or
backup withholding. In the case of the payment of proceeds from the disposition
of a note to or through a non-U.S. office of a broker that is a U.S. person or a
"U.S. related person," the regulations require information reporting on the
payment unless the broker has documentary evidence in its files that the owner
is not a U.S. person and the broker has no knowledge to the contrary. Backup
withholding will not apply to payments made through a non-U.S. foreign office of
a broker that is a U.S. person or a "U.S. related person," absent actual
knowledge that the payee is a U.S. person.

Amounts withheld under the backup withholding rules do not constitute a separate
United States federal income tax. Rather, any amount withheld under the backup
withholding rules will be allowed as a refund or a credit against a holder's
U.S. federal income tax liability, if any, provided that the requisite
procedures are followed.

                                       45


                             Plan of Distribution

We will exchange new notes for old notes.  We will not receive any proceeds from
the exchange of new notes for old notes.

The new notes we issue in connection with the exchange offer may be generally
offered for resale, resold and otherwise transferred by any holder of the new
notes, except for a holder that is an affiliate of the Company, without
compliance with the registration requirements of the Securities Act.

We have not entered into any arrangement or understanding with any person to
distribute the new notes received in the exchange offer.  In addition, to the
best of our information and belief, each person participating in the exchange
offer is acquiring the new notes in the ordinary course of business and has no
arrangement or understanding with any person to participate in the distribution
of the new notes.

We have agreed to pay all expenses incident to the exchange offer, other than
commissions or concessions of any brokers or dealers.

We shall not be liable for any delay by DTC or any participant or indirect
participant in identifying the beneficial owners of the old notes, and we and
these participants may conclusively rely on, and shall be protected in relying
on, instructions from DTC for all purposes, including with respect to the
registration and delivery, and the principal amounts, of the new notes to be
issued.

Each broker-dealer that receives new notes for its own account pursuant to the
exchange offer must acknowledge that it will deliver a prospectus in connection
with any resale of new notes.  This prospectus, as it may be amended or
supplemented from time to time, may be used by a broker-dealer in connection
with resales of new notes received in exchange for private notes where such
private notes were acquired as a result of market-making activities or other
trading activities.  We have agreed that, starting on the expiration date and
ending on the close of business one year after the expiration date, it will make
this prospectus, as amended or supplemented, available to any broker-dealer for
use in connection with any such resale.  In addition, until            , 2001,
all dealers effecting transactions in the exchange notes may be required to
deliver a prospectus.

We will not receive any proceeds from any sale of new notes by brokers-dealers.
New notes received by broker-dealers for their own account pursuant to the
exchange offer may be sold from time to time in one or more transactions in the
over-the-counter market, in negotiated transactions, through the writing of
options on the new notes or a combination of such methods of resale, at market
prices prevailing at the time of resale, at prices related to such prevailing
market prices or negotiated prices.  Any resale may be made directly to
purchasers or to or through brokers or dealers who may receive compensation in
the form of commissions or concessions from any such broker-dealer and/or the
purchasers of any such exchange notes.  Any broker-dealer that resells new notes
that were received by it for its own account pursuant to the exchange offer and
any broker or dealer that participates in a distribution of such exchange notes
may be deemed to be an "underwriter" within the meaning of the Securities Act of
1933, as amended, and concessions received by any such persons may be deemed to
be underwriting compensation under the Securities Act.  The Letter of
Transmittal states that by acknowledging that it will deliver and by delivering
a prospectus, a broker-dealer will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act.

For a period of one year after the expiration date, we will promptly send
additional copies of this prospectus and any amendment or supplement to this
prospectus to any broker-dealer that requests such documents in the Letter of
Transmittal.  We have agreed to pay all expenses incident to the exchange offer
(including the expenses of one counsel for the holder of the private notes)
other than commissions or concessions of any brokers or dealers and will
indemnify the holders of the private notes (including any broker-dealers)
against certain liabilities, including liabilities under the Securities Act.

                                    Experts


The audited consolidated financial statements of Constellation Brands, Inc.
(formerly known as Canandaigua Brands, Inc.) incorporated by reference in this
prospectus and elsewhere in the registration statement to the extent and for the
periods indicated in their report have been audited by Arthur Andersen LLP,
independent public accountants, and are incorporated by reference herein in
reliance upon the authority of said firm as experts in giving said report.

The statement of assets and liabilities related to the product lines sold to
Constellation Brands, Inc. (formerly known as Canandaigua Brands, Inc.) as of
April 9, 1999, and the related statement of identified income and expenses for
the year ended December 31, 1998, have been incorporated by reference herein in
reliance upon the report of KPMG LLP, independent certified public accountants,
incorporated by reference herein, and upon the authority of said firm as experts
in accounting and auditing.

                                 Legal Matters

The validity of the notes offered hereby will be passed upon for us by
McDermott, Will & Emery.

                                       46


                                    [LOGO]



                          Constellation Brands, Inc.


                               Offer to Exchange


                                 $200,000,000


                       8% Series B Senior Notes due 2008


                             _____________________


                                  Prospectus

                             _____________________


                                    , 2001


                                    PART II

                  INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 20.  Indemnification of Directors and Officers.

          The Delaware General Corporation Law (Section 102) allows a
corporation to eliminate or limit the personal liability of a director to the
corporation or its stockholders for monetary damages for a breach of fiduciary
duty as a director, but a corporation may not so eliminate or limit a director's
liability for a breach of the duty of loyalty, a failure to act in good faith,
engaging in intentional misconduct or a knowing violation of a law, authorizing
the payment of a dividend or approving a stock repurchase in violation of the
Delaware General Corporation Law, or obtaining an improper personal benefit. The
Company's Restated Certificate of Incorporation contains a provision which
eliminates directors' personal liability to the extent permitted by the Delaware
General Corporation Law.

          The Delaware General Corporation Law (Section 145) gives Delaware
corporations broad powers to indemnify their present and former directors and
officers and those of affiliated corporations against expenses incurred in the
defense of any lawsuit to which they are made parties by reason of being or
having been such directors or officers, subject to specified conditions and
exclusions; gives a director or officer who successfully defends an action the
right to be so indemnified; and authorizes the Company to buy directors' and
officers' liability insurance. Such indemnification is not exclusive of any
other right to which those indemnified may be entitled under any bylaw,
agreement, vote of stockholders or otherwise.

          The Company's Restated Certificate of Incorporation provides for
indemnification to the fullest extent authorized by Section 145 of the Delaware
General Corporation Law for directors, officers and employees of the Company and
also to persons who are serving at the request of the Company as directors,
officers or employees of other corporations (including subsidiaries); provided
that, with respect to proceedings initiated by such indemnitee, indemnification
shall be provided only if such proceedings were authorized by the Board of
Directors. This right of indemnification is not exclusive of any other right
which any person may acquire under any statute, bylaw, agreement, contract, vote
of stockholders or otherwise.

          The Company maintains a directors' and officers' liability insurance
and corporate reimbursement policy insuring directors and officers against loss
arising from claims made arising out of the performance of their duties.

Item 21.  Exhibits./(1)/

Exhibit
Number                       Description of Exhibit
- ------                       ----------------------
4.1     Indenture, dated as of February 21, 2001, by and among the Company,
        certain subsidiaries, and BNY Midwest Trust Company, as Trustee
4.2     Registration Rights Agreement, dated as of February 21, 2001, by and
        among the Company, certain subsidiaries and the Initial Purchasers named
        therein
4.3     Form of 8% Series B Senior Notes due 2008 (included in Exhibit 4.1)
5       Opinion of McDermott, Will & Emery
12      Computation of Ratio of Earnings to Fixed Charges
23.1    Consent of Arthur Andersen LLP
23.2    Consent of KPMG LLP
23.3    Consent of McDermott, Will & Emery (included in Exhibit 5)
24      Powers of Attorney (included on the signature pages of the registration
        statement)
25      Statement of Eligibility of Trustee on Form T-1
99.1    Form of Letter of Transmittal
99.2    Form of Letter to Registered Holders
99.3    Form of Letter to Clients and Instruction to Registered Holder from
        Beneficial Owner

                                      II-1


/(1)/ The exhibits listed are pursuant to Regulation S-K Item 601 exhibit table
footnote 3: "an exhibit need not be provided about a company if (1) with respect
to such company an election has been made under Forms S-4 or F-4 to provide
information about such company at a level prescribed by Forms S-2, S-3, F-2 or
F-3 and (2) the form, the level of which has been elected under Forms S-4 or
F-4, would not require such company to provide such exhibit if it were
registering a primary offering."

Item 22.  Undertakings.

(a)       The undersigned registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales are being
               made, a post-effective amendment to this registration statement:

               (i)    To include any prospectus required by Section 10(a)(3) of
                      the Securities Act of 1933;

               (ii)   To reflect in the prospectus any facts or events arising
                      after the effective date of the registration statement
                      (or the most recent post-effective amendment thereof)
                      which, individually or in the aggregate, represent a
                      fundamental change in the information set forth in the
                      registration statement. Notwithstanding the foregoing, any
                      increase or decrease in volume of securities offered (if
                      the total dollar amount of securities offered would not
                      exceed that which was registered) and any deviation from
                      the low or high end of the estimated offering range may be
                      reflected in the form of prospectus filed with the SEC
                      pursuant to Rule 424(b) if, in the aggregate, the changes
                      in volume and price represent no more than a 20 percent
                      change in the maximum aggregate offering price set forth
                      in the "Calculation of Registration Fee" table in the
                      effective registration statement;

               (iii)  To include any material information with respect to the
                      plan of distribution not previously disclosed in the
                      registration statement or any material change to such
                      information in the registration statement.

          (2)  That, for the purpose of determining any liability under the
               Securities Act of 1933, each such post-effective amendment shall
               be deemed to be a new registration statement relating to the
               securities offered therein, and the offering of such securities
               at that time shall be deemed to be the initial bona fide offering
               thereof.

          (3)  To remove from registration by means of a post-effective
               amendment any of the securities being registered which remain
               unsold at the termination of the offering.

(b)       The undersigned registrant hereby undertakes that, for purposes of
          determining any liability under the Securities Act of 1933, each
          filing of the registrant's annual report pursuant to Section 13(a) or
          Section 15(d) of the Securities Exchange Act of 1934 (and, where
          applicable, each filing of an employee benefit plan's annual report
          pursuant to Section 15(d) of the Securities Exchange Act of 1934) that
          is incorporated by reference in the registration statement shall be
          deemed to be a new registration statement relating to the securities
          offered therein, and the offering of such securities at the time shall
          be deemed to be the initial bona fide offering thereof.

(c)       Insofar as indemnification for liabilities arising under the
          Securities Act of 1933 may be permitted to directors, officers and
          controlling persons of the registrant pursuant to the foregoing
          provisions, or otherwise, the registrant has been advised that in the
          opinion of the Securities and Exchange Commission such indemnification
          is against public policy as expressed in the Act and is, therefore,
          unenforceable. In the event that a claim for indemnification against
          such liabilities (other than the payment by the registrant of expenses
          incurred or paid by a director, officer or controlling person of the
          registrant in the successful defense of any action, suit or
          proceeding) is asserted by such director, officer or controlling
          person in connection with the securities being registered, the
          registrant will, unless in the opinion of its counsel the matter has
          been settled by controlling precedent, submit to a court of
          appropriate jurisdiction the question

                                      II-2


          whether such indemnification by it is against public policy as
          expressed in the Act and will be governed by the final adjudication of
          such issue.

(d)       The undersigned registrant hereby undertakes to respond to requests
          for information that is incorporated by reference into the prospectus
          pursuant to Items 4, 10(b), 11, or 13 of this Form, within one
          business day of receipt of such request, and to send the incorporated
          documents by first class mail or other equally prompt means. This
          includes information contained in documents filed subsequent to the
          effective date of the registration statement through the date of
          responding to the request.

(e)       The undersigned registrant hereby undertakes to supply by means of a
          post-effective amendment all information concerning a transaction, and
          the company being acquired involved therein, that was not the subject
          of and included in the registration statement when it became
          effective.

                                      II-3


                                   SIGNATURES

        Pursuant to the requirements of the Securities Act, the Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Fairport, State of New
York on May 11, 2001.

                         Constellation Brands, Inc.



                         By:  /s/ Richard Sands
                            ---------------------------------------------
                              Richard Sands
                              President and Chief Executive Officer


                                POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Richard Sands, Robert Sands and Thomas Summer and
each of them, his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities (including his capacity as a director and/or officer of
Constellation Brands, Inc.) to sign any or all amendments (including
post-effective amendments and any registration statement filed pursuant to Rule
462(b)) to this Registration Statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

        Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on May 11, 2001.

             Signature                                Title
             ---------                                -----

    /s/ Richard Sands                President, Chief Executive Officer and a
- ----------------------------------   Director (Principal Executive Officer)
Richard Sands


   /s/ Robert Sands                  Group President and a Director
- ----------------------------------
Robert Sands


    /s/ Thomas S. Summer             Executive Vice President and Chief
- ----------------------------------   Financial Officer (Principal Financial
Thomas S. Summer                     Officer and Principal Accounting Officer)


    /s/ Thomas C. McDermott          Director
- ----------------------------------
Thomas C. McDermott


  /s/ James A. Locke, III            Director
- ----------------------------------
James A. Locke, III


  /s/ Paul L. Smith                  Director
- ----------------------------------
Paul L. Smith


  /s/ George Bresler                 Director
- ----------------------------------
George Bresler


  /s/ Jeananne K. Hauswald           Director
- ----------------------------------
Jeananne K. Hauswald


                                   SIGNATURES

        Pursuant to the requirements of the Securities Act, the Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Batavia, State of New
York on May 11, 2001.

                                Batavia Wine Cellars, Inc.



                                By:    /s/ Ned Cooper
                                    -------------------------------------------
                                       Ned Cooper, President


                               POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Richard Sands, Robert Sands and Thomas Summer and
each of them, his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities (including his capacity as a director and/or officer of
Batavia Wine Cellars, Inc.) to sign any or all amendments (including
post-effective amendments and any registration statement filed pursuant to Rule
462(b)) to this Registration Statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

        Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on May 11, 2001.

             Signature                                 Title
             ---------                                 -----

   /s/ Ned Cooper                     President (Principal Executive Officer)
- ----------------------------------
Ned Cooper


   /s/ Thomas S. Summer               Treasurer (Principal Financial Officer and
- ----------------------------------    Principal Accounting Officer)
Thomas S. Summer


   /s/ Richard Sands                  Vice President and a Director
- ----------------------------------
Richard Sands


   /s/ Robert Sands                   Secretary and a Director
- ----------------------------------
Robert Sands


                                   SIGNATURES

    Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Chicago, State of
Illinois on May 11, 2001.

                            Barton Incorporated



                            By: /s/ Alexander L. Berk
                                --------------------------------------------
                                Alexander L. Berk
                                President and Chief Executive Officer

                               POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Richard Sands, Robert Sands and Thomas Summer and
each of them, his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities (including his capacity as a director and/or officer of
Barton Incorporated) to sign any or all amendments (including post-effective
amendments and any registration statement filed pursuant to Rule 462(b)) to this
Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

        Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on May 11, 2001.

             Signature                               Title
             ---------                               -----


   /s/ Alexander L. Berk             President, Chief Executive Officer and a
- ----------------------------------   Director (Principal Executive Officer)
Alexander L. Berk


   /s/ Thomas S. Summer              Vice President
- ----------------------------------   (Principal Financial Officer and
Thomas S. Summer                     Principal Accounting Officer)


   /s/ Troy J. Christensen           Senior Vice President, Treasurer and a
- ----------------------------------   Director
Troy J. Christensen


   /s/ Edward L. Golden              Vice President and a Director
- ----------------------------------
Edward L. Golden


   /s/ Richard Sands                 Vice President and a Director
- ----------------------------------
Richard Sands


   /s/ Robert Sands                  Vice President and a Director
- ----------------------------------
Robert Sands


   /s/ Elizabeth Kutyla              Senior Vice President, Secretary and a
- ----------------------------------   Director
Elizabeth Kutyla

  /s/ William F. Hackett             Director
- ----------------------------------
William F. Hackett


                                   SIGNATURES

        Pursuant to the requirements of the Securities Act, the Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Chicago, State of
Illinois on May 11, 2001.

                                         Barton Brands, Ltd.


                                         By:  /s/ Edward L. Golden
                                             --------------------------------
                                              Edward L. Golden, President


                               POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Richard Sands, Robert Sands and Thomas Summer and
each of them, his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities (including his capacity as a director and/or officer of
Barton Brands, Ltd.) to sign any or all amendments (including post-effective
amendments and any registration statement filed pursuant to Rule 462(b)) to this
Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

        Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on May 11, 2001.

             Signature                                   Title
             ---------                                   -----


    /s/ Edward L. Golden              President and a Director (Principal
- ----------------------------------    Executive Officer)
Edward L. Golden


    /s/ Thomas S. Summer              Vice President
- ----------------------------------
Thomas S. Summer                      (Principal Financial Officer and Principal
                                      Accounting Officer)

    /s/ Troy J. Christensen           Senior Vice President, Treasurer, and a
- ----------------------------------    Director
Troy J. Christensen


    /s/ Alexander L. Berk             Executive Vice President and a Director
- ----------------------------------
Alexander L. Berk


    /s/ Elizabeth Kutyla              Senior Vice President, Secretary and a
- ----------------------------------    Director
Elizabeth Kutyla


                                   SIGNATURES

        Pursuant to the requirements of the Securities Act, the Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Chicago, State of
Illinois on May 11, 2001.

                              Barton Beers, Ltd.



                              By:  /s/ Richard Sands
                                  -----------------------------------------
                                   Richard Sands, Chief Executive Officer


                               POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Richard Sands, Robert Sands and Thomas Summer and
each of them, his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities (including his capacity as a director and/or officer of
Barton Beers, Ltd.) to sign any or all amendments (including post-effective
amendments and any registration statement filed pursuant to Rule 462(b)) to this
Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

        Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on May 11, 2001.

             Signature                                Title
             ---------                                -----


   /s/ Richard Sands                  Chief Executive Officer and a Director
- ----------------------------------
Richard Sands


   /s/ Thomas S. Summer               Vice President
- ----------------------------------    (Principal Financial Officer and Principal
Thomas S. Summer                      Accounting Officer)


   /s/ Troy J. Christensen            Senior Vice President, Treasurer, and a
- ----------------------------------    Director
Troy J. Christensen


   /s/ Alexander L. Berk              Executive Vice President and a Director
- ----------------------------------
Alexander L. Berk


   /s/ Elizabeth Kutyla               Senior Vice President, Secretary and a
- ----------------------------------    Director
Elizabeth Kutyla


   /s/ William F. Hackett             President and a Director
- ----------------------------------
William F. Hackett


                                   SIGNATURES

        Pursuant to the requirements of the Securities Act, the Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Chicago, State of
Illinois on May 11, 2001.

                                Barton Brands of California, Inc.



                                By:  /s/ Alexander L. Berk
                                    ---------------------------------------
                                     Alexander L. Berk, President


                               POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Richard Sands, Robert Sands and Thomas Summer and
each of them, his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities (including his capacity as a director and/or officer of
Barton Brands of California, Inc.) to sign any or all amendments (including
post-effective amendments and any registration statement filed pursuant to Rule
462(b)) to this Registration Statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

        Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on May 11, 2001.

             Signature                              Title
             ---------                              -----


    /s/ Alexander L. Berk             President and a Director  (Principal
- ----------------------------------    Executive Officer)
Alexander L. Berk


    /s/ Thomas S. Summer              Vice President
- ----------------------------------    (Principal Financial Officer and Principal
Thomas S. Summer                      Accounting Officer)


    /s/ Troy J. Christensen           Senior Vice President, Treasurer and a
- ----------------------------------    Director
Troy J. Christensen


    /s/ Edward L. Golden              Vice President and a Director
- ----------------------------------
Edward L. Golden


    /s/ Elizabeth Kutyla              Senior Vice President, Secretary and a
- ----------------------------------    Director
Elizabeth Kutyla


                                   SIGNATURES

        Pursuant to the requirements of the Securities Act, the Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Chicago, State of
Illinois on May 11, 2001.

                            Barton Brands of Georgia, Inc.



                            By:  /s/ Alexander L. Berk
                                ---------------------------------------
                                 Alexander L. Berk, President


                                POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Richard Sands, Robert Sands and Thomas Summer and
each of them, his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities (including his capacity as a director and/or officer of
Barton Brands of Georgia, Inc.) to sign any or all amendments (including
post-effective amendments and any registration statement filed pursuant to Rule
462(b)) to this Registration Statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

        Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on May 11, 2001.

             Signature                              Title
             ---------                              -----


    /s/ Alexander L. Berk             President and a Director (Principal
- ----------------------------------    Executive Officer)
Alexander L. Berk


    /s/ Thomas S. Summer              Vice President
- ----------------------------------    (Principal Financial Officer and Principal
Thomas S. Summer                      Accounting Officer)


    /s/ Troy J. Christensen           Senior Vice President, Treasurer, and a
- ----------------------------------    Director
Troy J. Christensen


    /s/ Edward L. Golden              Vice President and a Director
- ----------------------------------
Edward L. Golden


    /s/ Elizabeth Kutyla              Senior Vice President, Secretary and a
- ----------------------------------    Director
Elizabeth Kutyla


                                   SIGNATURES

        Pursuant to the requirements of the Securities Act, the Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Chicago, State of
Illinois on May 11, 2001.

                             Barton Distillers Import Corp.



                             By:  /s/ Alexander L. Berk
                                 -----------------------------------------
                                  Alexander L. Berk, President


                                POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Richard Sands, Robert Sands and Thomas Summer and
each of them, his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities (including his capacity as a director and/or officer of
Barton Distillers Import Corp.) to sign any or all amendments (including
post-effective amendments and any registration statement filed pursuant to Rule
462(b)) to this Registration Statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

        Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on May 11, 2001.

             Signature                             Title
             ---------                             -----


    /s/ Alexander L. Berk             President and a Director (Principal
- ----------------------------------    Executive Officer)
Alexander L. Berk


    /s/ Thomas S. Summer              Vice President
- ----------------------------------    (Principal Financial Officer and Principal
Thomas S. Summer                      Accounting Officer)


    /s/ Troy J. Christensen           Senior Vice President, Treasurer, and a
- ----------------------------------    Director
Troy J. Christensen


    /s/ Edward L. Golden              Director
- ----------------------------------
Edward L. Golden


    /s/ Elizabeth Kutyla              Senior Vice President, Secretary and a
- ----------------------------------    Director
Elizabeth Kutyla


                               SIGNATURES

        Pursuant to the requirements of the Securities Act, the Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Chicago, State of
Illinois on May 11, 2001.

                          Barton Financial Corporation



                          By:  /s/ Troy J. Christensen
                              --------------------------------------------
                               Troy J. Christensen, President


                                POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Richard Sands, Robert Sands and Thomas Summer and
each of them, his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities (including his capacity as a director and/or officer of
Barton Financial Corporation) to sign any or all amendments (including
post-effective amendments and any registration statement filed pursuant to Rule
462(b)) to this Registration Statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

        Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on May 11, 2001.

             Signature                             Title
             ---------                             -----


   /s/ Troy J. Christensen            President, Secretary and a Director
- ----------------------------------    (Principal Executive Officer)
Troy J. Christensen


   /s/ Thomas S. Summer               Vice President
- ----------------------------------    (Principal Financial Officer and
Thomas S. Summer                      Principal Accounting Officer)


   /s/ Charles T. Schlau              Treasurer and a Director
- ----------------------------------
Charles T. Schlau


                                   SIGNATURES

        Pursuant to the requirements of the Securities Act, the Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Chicago, State of
Illinois on May 11, 2001.

                           Stevens Point Beverage Co.



                           By:  /s/ James P. Ryan
                               -------------------------------------------
                                James P. Ryan
                                President and Chief Executive Officer


                                POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Richard Sands, Robert Sands and Thomas Summer and
each of them, his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities (including his capacity as a director and/or officer of
Stevens Point Beverage Co.) to sign any or all amendments (including
post-effective amendments and any registration statement filed pursuant to Rule
462(b)) to this Registration Statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

        Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on May 11, 2001.

              Signature                               Title
              ---------                               -----


    /s/ James P. Ryan                  President, Chief Executive Officer and a
- ----------------------------------     Director (Principal Executive Officer)
James P. Ryan


    /s/ Thomas S. Summer              Vice President
- ----------------------------------    (Principal Financial Officer and Principal
Thomas S. Summer                      Accounting Officer)


    /s/ Troy J. Christensen           Senior Vice President, Treasurer and a
- ----------------------------------    Director
Troy J. Christensen


    /s/ Alexander L. Berk             Executive Vice President and a Director
- ----------------------------------
Alexander L. Berk


    /s/ William F. Hackett            Director
- ----------------------------------
William F. Hackett


    /s/ Elizabeth Kutyla              Senior Vice President, Secretary and a
- ----------------------------------    Director
Elizabeth Kutyla


                                   SIGNATURES

        Pursuant to the requirements of the Securities Act, the Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Chicago, State of
Illinois on May 11, 2001.

                          Monarch Import Company



                          By:  /s/ James P. Ryan
                              -----------------------------------------
                               James P. Ryan, Chief Executive Officer


                                POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Richard Sands, Robert Sands and Thomas Summer and
each of them, his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities (including his capacity as a director and/or officer of
Monarch Import Company) to sign any or all amendments (including post-effective
amendments and any registration statement filed pursuant to Rule 462(b)) to this
Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

        Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on May 11, 2001.

             Signature                                 Title
             ---------                                 -----


    /s/ James P. Ryan                 Chief Executive Officer and Vice President
- ----------------------------------
James P. Ryan                         (Principal Executive Officer)


    /s/ Thomas S. Summer              Vice President
- ----------------------------------    (Principal Financial Officer and Principal
Thomas S. Summer                      Accounting Officer)


    /s/ Troy J. Christensen           Senior Vice President, Treasurer and a
- ----------------------------------    Director
Troy J. Christensen


    /s/ Alexander L. Berk             President and a Director
- ----------------------------------
Alexander L. Berk


    /s/ William F. Hackett            Vice President and a Director
- ----------------------------------
William F. Hackett


    /s/ Elizabeth Kutyla              Senior Vice President, Secretary and a
- ----------------------------------    Director
Elizabeth Kutyla


                                  SIGNATURES

        Pursuant to the requirements of the Securities Act, the Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Canandaigua, State of New
York on May 11, 2001.

                                 Canandaigua Wine Company, Inc.



                                 By:  /s/ Jon Moramarco
                                     ------------------------------------------
                                      Jon Moramarco
                                      President and Chief Executive Officer

                               POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Richard Sands, Robert Sands and Thomas Summer and
each of them, his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities (including his capacity as a director and/or officer of
Canandaigua Wine Company, Inc.) to sign any or all amendments (including post-
effective amendments and any registration statement filed pursuant to Rule
462(b)) to this Registration Statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

        Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on May 11, 2001.

             Signature                                      Title
             ---------                                      -----

     /s/ Jon Moramarco                President and Chief Executive Officer
- ----------------------------------
Jon Moramarco                         (Principal Executive Officer)


     /s/ Thomas S. Summer             Treasurer (Principal Financial Officer and
- ----------------------------------
Thomas S. Summer                      Principal Accounting Officer)


     /s/ Robert Sands                 Vice President and a Director
- ----------------------------------
Robert Sands

     /s/ Richard Sands                Vice President and a Director
- ----------------------------------
Richard Sands


                                  SIGNATURES

        Pursuant to the requirements of the Securities Act, the Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Fairport, State of New
York on May 11, 2001.

                                 Canandaigua Europe Limited

                                 By:  /s/  Douglas Kahle
                                     -----------------------------------------
                                      Douglas Kahle, President


                               POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Richard Sands, Robert Sands and Thomas Summer and
each of them, his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities (including his capacity as a director and/or officer of
Canandaigua Europe Limited) to sign any or all amendments (including post-
effective amendments and any registration statement filed pursuant to Rule
462(b)) to this Registration Statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

        Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities on May 11, 2001.

             Signature                                   Title
             ---------                                   -----

    /s/ Douglas Kahle                 President (Principal Executive Officer)
- ----------------------------------
Douglas Kahle

    /s/ Thomas S. Summer              Treasurer (Principal Financial Officer and
- ----------------------------------
Thomas S. Summer                      Principal Accounting Officer)

    /s/ Richard Sands                 Vice President and Director
- ----------------------------------
Richard Sands


                                  SIGNATURES

        Pursuant to the requirements of the Securities Act, the Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Fairport, State of New
York on May 11, 2001.

                                 Roberts Trading Corp.



                                 By:  /s/ Thomas S. Summer
                                     -------------------------------------
                                      Thomas S. Summer, President


                               POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Richard Sands, Robert Sands and Thomas Summer and
each of them, his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities (including his capacity as a director and/or officer of
Roberts Trading Corp.) to sign any or all amendments (including post-effective
amendments and any registration statement filed pursuant to Rule 462(b)) to this
Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

        Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on May 11, 2001.

             Signature                                     Title
             ---------                                     -----

    /s/ Thomas S. Summer              President and Treasurer (Principal
- ----------------------------------
Thomas S. Summer                      Executive Officer, Principal Financial
                                      Officer and Principal Accounting Officer)

    /s/ Richard Sands                 Vice President and a Director
- ----------------------------------
Richard Sands

    /s/ Robert Sands                  Vice President, Secretary and a Director
- ----------------------------------
Robert Sands


                                  SIGNATURES

        Pursuant to the requirements of the Securities Act, the Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Fairport, State of New
York on May 11, 2001.

                                 Canandaigua Limited



                                 By:  /s/ Robert Sands
                                     -------------------------------------------
                                      Robert Sands, Chief Executive Officer


                               POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Richard Sands, Robert Sands and Thomas Summer and
each of them, his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities (including his capacity as a director and/or officer of
Canandaigua Limited) to sign any or all amendments (including post-effective
amendments and any registration statement filed pursuant to Rule 462(b)) to this
Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

        Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities on May 11, 2001.

             Signature                                    Title
             ---------                                    -----

    /s/ Robert Sands                  Chief Executive Officer and a Director
- ----------------------------------
Robert Sands                          (Principal Executive Officer and
                                      Authorized Representative in the United
                                      States)

    /s/ Thomas S. Summer              Finance Director (Principal Financial
- ----------------------------------
Thomas S. Summer                      Officer and Principal Accounting Officer)


    /s/ Anne Colquhoun                Secretary and a Director
- ----------------------------------
Anne Colquhoun

    /s/ Nigel Hodges                  Treasurer and a Director
- ----------------------------------
Nigel Hodges

    /s/ Peter Aikens                  Chief Operating Officer and a Director
- ----------------------------------
Peter Aikens


                                  SIGNATURES

        Pursuant to the requirements of the Securities Act, the Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Madera, State of
California on May 11, 2001.

                                 Polyphenolics, Inc.



                                 By:  /s/ Anil Shrikhande
                                     ----------------------------------------
                                      Anil Shrikhande, President


                               POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Richard Sands, Robert Sands and Thomas Summer and
each of them, his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities (including his capacity as a director and/or officer of
Polyphenolics, Inc.) to sign any or all amendments (including post-effective
amendments and any registration statement filed pursuant to Rule 462(b)) to this
Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

        Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on May 11, 2001.

Signature                             Title
- ---------                             -----

    /s/ Anil Shrikhande               President (Principal Executive Officer)
- ----------------------------------
Anil Shrikhande

    /s/ Thomas S. Summer              Vice President, Treasurer and a Director
- ----------------------------------
Thomas S. Summer                      (Principal Financial Officer and Principal
                                      Accounting Officer)

    /s/ Ronald C. Fondiller           Assistant Secretary and a Director
- ----------------------------------
Ronald C. Fondiller


                                  SIGNATURES

        Pursuant to the requirements of the Securities Act, the Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Chicago, State of
Illinois on May 11, 2001.

                                 Barton Canada, Ltd.



                                 By:  /s/ Alexander L. Berk
                                     ---------------------------------------
                                      Alexander L. Berk, President


                               POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Richard Sands, Robert Sands and Thomas Summer and
each of them, his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities (including his capacity as a director and/or officer of
Barton Canada, Ltd.) to sign any or all amendments (including post-effective
amendments and any registration statement filed pursuant to Rule 462(b)) to this
Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

        Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on May 11, 2001.

             Signature                                      Title
             ---------                                      -----

    /s/ Alexander L. Berk             President and a Director (Principal
- -----------------------------------
Alexander L. Berk                     Executive Officer)

    /s/ Thomas S. Summer              Vice President
- -----------------------------------
Thomas S. Summer                      (Principal Financial Officer and Principal
                                      Accounting Officer)

    /s/ Troy J. Christensen           Senior Vice President, Treasurer and a
- -----------------------------------
Troy J. Christensen                   Director

    /s/ Edward L. Golden              Vice President and a Director
- -----------------------------------
Edward L. Golden

    /s/ Elizabeth Kutyla              Senior Vice President and a Director
- -----------------------------------
Elizabeth Kutyla


                                  SIGNATURES

        Pursuant to the requirements of the Securities Act, the Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of St. Helena, State of
California on May 11, 2001.

                                 Franciscan Vineyards, Inc.



                                 By:  /s/ Agustin Francisco Huneeus
                                     ---------------------------------------
                                      Agustin Francisco Huneeus
                                      President


                               POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Richard Sands, Robert Sands and Thomas Summer and
each of them, his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities (including his capacity as a director and/or officer of
Franciscan Vineyards, Inc.) to sign any or all amendments (including post-
effective amendments and any registration statement filed pursuant to Rule
462(b)) to this Registration Statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

        Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on May 11, 2001.

             Signature                                      Title
             ---------                                      -----

    /s/ Agustin Francisco Huneeus     President (Principal Executive Officer)
- -----------------------------------
Agustin Francisco Huneeus

    /s/ Thomas S. Summer              Vice President and Treasurer
- -----------------------------------
Thomas S. Summer                      (Principal Financial Officer and Principal
                                      Accounting Officer)

    /s/ Richard Sands                 Vice President and a Director
- -----------------------------------
Richard Sands

    /s/ Robert Sands                  Vice President and a Director
- -----------------------------------
Robert Sands


                                  SIGNATURES

        Pursuant to the requirements of the Securities Act, the Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of St. Helena, State of
California on May 11, 2001.

                                 Allberry, Inc.



                                 By:  /s/ Agustin Francisco Huneeus
                                     ---------------------------------------
                                      Agustin Francisco Huneeus
                                      President


                               POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Richard Sands, Robert Sands and Thomas Summer and
each of them, his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities (including his capacity as a director and/or officer of
Allberry, Inc.) to sign any or all amendments (including post-effective
amendments and any registration statement filed pursuant to Rule 462(b)) to this
Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

        Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on May 11, 2001.

             Signature                                       Title
             ---------                                       -----

    /s/ Agustin Francisco Huneeus     President (Principal Executive Officer)
- -----------------------------------
Agustin Francisco Huneeus

    /s/ Thomas S. Summer              Vice President and Treasurer
- -----------------------------------
Thomas S. Summer                      (Principal Financial Officer and Principal
                                      Accounting Officer)

    /s/ Richard Sands                 Vice President and a Director
- -----------------------------------
Richard Sands

    /s/ Robert Sands                  Vice President and a Director
- -----------------------------------
Robert Sands


                                  SIGNATURES

        Pursuant to the requirements of the Securities Act, the Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of St. Helena, State of
California on May 11, 2001.

                                 Cloud Peak Corporation



                                 By:  /s/ Agustin Francisco Huneeus
                                     --------------------------------------
                                      Agustin Francisco Huneeus
                                      President


                               POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Richard Sands, Robert Sands and Thomas Summer and
each of them, his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities (including his capacity as a director and/or officer of
Cloud Peak Corporation) to sign any or all amendments (including post-effective
amendments and any registration statement filed pursuant to Rule 462(b)) to this
Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

        Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on May 11, 2001.

             Signature                                       Title
             ---------                                       -----

    /s/ Agustin Francisco Huneeus     President (Principal Executive Officer)
- -----------------------------------
Agustin Francisco Huneeus

    /s/ Thomas S. Summer              Vice President and Treasurer
- -----------------------------------
Thomas S. Summer                      (Principal Financial Officer and Principal
                                      Accounting Officer)

    /s/ Richard Sands                 Vice President and a Director
- -----------------------------------
Richard Sands

    /s/ Robert Sands                  Vice President and a Director
- -----------------------------------
Robert Sands


                                  SIGNATURES

        Pursuant to the requirements of the Securities Act, the Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of St. Helena, State of
California on May 11, 2001.

                                 M.J. Lewis Corp.



                                 By:  /s/ Agustin Francisco Huneeus
                                     ---------------------------------------
                                      Agustin Francisco Huneeus
                                      President

                               POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Richard Sands, Robert Sands and Thomas Summer and
each of them, his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities (including his capacity as a director and/or officer of
M.J. Lewis Corp.) to sign any or all amendments (including post-effective
amendments and any registration statement filed pursuant to Rule 462(b)) to this
Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

        Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on May 11, 2001.

              Signature                                      Title
              ---------                                      -----

    /s/ Agustin Francisco Huneeus     President (Principal Executive Officer)
- -----------------------------------
Agustin Francisco Huneeus

    /s/ Thomas S. Summer              Vice President and Treasurer
- -----------------------------------
Thomas S. Summer                      (Principal Financial Officer and Principal
                                      Accounting Officer)

    /s/ Richard Sands                 Vice President and a Director
- -----------------------------------
Richard Sands

    /s/ Robert Sands                  Vice President and a Director
- -----------------------------------
Robert Sands


                                  SIGNATURES

        Pursuant to the requirements of the Securities Act, the Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of St. Helena, State of
California on May 11, 2001.

                                 Mt. Veeder Corporation



                                 By:  /s/ Agustin Francisco Huneeus
                                     ------------------------------------
                                      Agustin Francisco Huneeus
                                      President


                               POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Richard Sands, Robert Sands and Thomas Summer and
each of them, his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities (including his capacity as a director and/or officer of
Mt. Veeder Corporation) to sign any or all amendments (including post-effective
amendments and any registration statement filed pursuant to Rule 462(b)) to this
Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

        Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on May 11, 2001.

             Signature                                       Title
             ---------                                       -----

    /s/ Agustin Francisco Huneeus
- -----------------------------------
Agustin Francisco Huneeus             President (Principal Executive Officer)

    /s/ Thomas S. Summer              Vice President and Treasurer
- -----------------------------------
Thomas S. Summer                      (Principal Financial Officer and Principal
                                      Accounting Officer)

    /s/ Richard Sands                 Vice President and a Director
- -----------------------------------
Richard Sands

    /s/ Robert Sands                  Vice President and a Director
- -----------------------------------
Robert Sands


                                  SIGNATURES

        Pursuant to the requirements of the Securities Act, the Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Amsterdam, the
Netherlands on May 11, 2001.

                                 Canandaigua B.V.



                                 By:  /s/ G.A.L.R. Diepenhorst
                                     ------------------------------------------
                                      G.A.L.R. Diepenhorst, Managing Director


                                 By:  /s/ E.F. Switters
                                     ------------------------------------------
                                      E.F. Switters, Managing Director


                               POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Richard Sands, Robert Sands and Thomas Summer and
each of them, his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities (including his capacity as a director and/or officer of
Canandaigua B.V.) to sign any or all amendments (including post-effective
amendments and any registration statement filed pursuant to Rule 462(b)) to this
Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

        Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on May 11, 2001.

             Signature                                       Title
             ---------                                       -----

    /s/ G.A.L.R. Diepenhorst          Managing Director (Principal Executive
- -----------------------------------   Officer)
G.A.L.R. Diepenhorst

    /s/ Thomas S. Summer              Chief Financial Officer and Authorized
- -----------------------------------
Thomas S. Summer                      Representative in the United States
                                      (Principal Financial Officer and Principal
                                      Accounting Officer)

    /s/ E.F. Switters                 Managing Director
- -----------------------------------
E.F. Switters


                                 EXHIBIT INDEX

Exhibit
Number                       Description of Exhibit
- ------                       ----------------------

4.1     Indenture, dated as of February 21, 2001, by and among the Company,
        certain subsidiaries, and BNY Midwest Trust Company, as Trustee
4.2     Registration Rights Agreement, dated as of February 21, 2001, by and
        among the Company, certain subsidiaries and the Initial Purchasers named
        therein
4.3     Form of 8% Series B Senior Notes due 2008 (included in Exhibit 4.1)
5       Opinion of McDermott, Will & Emery
12      Computation of Ratio of Earnings to Fixed Charges
23.1    Consent of Arthur Andersen LLP
23.2    Consent of KPMG LLP
23.3    Consent of McDermott, Will & Emery (included in Exhibit 5)
24      Powers of Attorney (included on the signature pages of the registration
        statement)
25      Statement of Eligibility of Trustee on Form T-1
99.1    Form of Letter of Transmittal
99.2    Form of Letter to Registered Holders
99.3    Form of Letter to Clients and Instruction to Registered Holder from
        Beneficial Owner

EX-4.1

                                                                     Exhibit 4.1






================================================================================


                          CONSTELLATION BRANDS, INC.,

                                  as Issuer,
                                     ------

                          the Guarantors named herein

                                      and

                          BNY MIDWEST TRUST COMPANY,

                                  as Trustee
                                     -------

                             _____________________


                                   Indenture

                         Dated as of February 21, 2001


                             _____________________




                      8% Senior Notes due 2008, Series A

                      8% Senior Notes due 2008, Series B


================================================================================


                             CROSS-REFERENCE TABLE


  TIA                                                       Indenture
Section                                                      Section
- -------                                                      -------

310(a)(1)...................................................   7.10
   (a)(2)...................................................   7.10
   (a)(3)...................................................   N.A.
   (a)(4)...................................................   N.A.
   (b)......................................................   7.08; 7.10; 11.02
   (b)(1)...................................................   7.10
   (b)(9)...................................................   7.10
   (c)......................................................   N.A.
311(a)......................................................   7.11
   (b)......................................................   7.11
   (c)......................................................   N.A.
312(a)......................................................   2.06
   (b)......................................................   11.03
   (c)......................................................   11.03
313(a)......................................................   7.06
   (b)(1)...................................................   7.06
   (b)(2)...................................................   7.06
   (c)......................................................   7.06; 11.02
   (d)......................................................   7.06
314(a)......................................................   4.02; 4.07; 11.02
   (b)......................................................   N.A.
   (c)(1)...................................................   11.04; 11.05
   (c)(2)...................................................   11.04; 11.05
   (c)(3)...................................................   N.A.
   (d)......................................................   N.A.
   (e)......................................................   11.05
   (f)......................................................   N.A.
315(a)......................................................   7.01; 7.02
   (b)......................................................   7.05; 11.02
   (c)......................................................   7.01
   (d)......................................................   6.04; 7.01; 7.02
   (e)......................................................   6.10
316(a) (last sentence)......................................   2.10
   (a)(1)(A)................................................   6.04
   (a)(1)(B)................................................   6.03
   (a)(2)...................................................   8.02
   (b)......................................................   6.06
   (c)......................................................   8.04
317(a)(1)...................................................   6.06
   (a)(2)...................................................   6.08
   (b)......................................................   2.05
318(a)......................................................   11.01

                           N.A. means Not Applicable

                                      -i-


____________________
NOTE:  This Cross-Reference Table shall not, for any purpose, be deemed to be a
       part of this Indenture.

                                     -ii-


                               TABLE OF CONTENTS
                               -----------------



                                                                            Page
                                                                            ----

                                   ARTICLE 1

                   DEFINITIONS AND INCORPORATION BY REFERENCE

                                                                          
Section 1.01.    Definitions................................................   1
Section 1.02.    Incorporation by Reference of Trust Indenture Act..........  14
Section 1.03.    Rules of Construction......................................  14

                                   ARTICLE 2

                                   THE NOTES

Section 2.01.    Form and Dating............................................  15
Section 2.02.    Execution and Authentication...............................  16
Section 2.03.    Registrar and Paying Agents................................  16
Section 2.04.    Holders to Be Treated as Owners; Payments of Interest......  17
Section 2.05.    Paying Agent to Hold Money in Trust........................  18
Section 2.06.    Holder Lists...............................................  18
Section 2.07.    Transfer and Exchange; Book-Entry Provisions...............  18
Section 2.08.    Replacement Notes..........................................  23
Section 2.09.    Outstanding Notes..........................................  24
Section 2.10.    Treasury Notes.............................................  24
Section 2.11.    Temporary Notes............................................  24
Section 2.12.    Cancellation...............................................  24
Section 2.13.    Defaulted Interest.........................................  25
Section 2.14.    CUSIP and ISIN Number; Common Code.........................  25
Section 2.15.    Deposit of Moneys; Payments by Paying Agent................  25
Section 2.16.    Restrictive Legends........................................  26

                                   ARTICLE 3

                                   REDEMPTION

Section 3.01.    Notices to Trustee.........................................  26
Section 3.02.    Selection of Notes to Be Redeemed..........................  27
Section 3.03.    Notice of Redemption.......................................  27
Section 3.04.    Effect of Notice of Redemption.............................  27
Section 3.05.    Deposit of Redemption Price................................  28
Section 3.06.    Notes Redeemed in Part.....................................  28
Section 3.07.    Optional Redemption........................................  28

                                   ARTICLE 4

                                   COVENANTS

Section 4.01.    Payment of Notes...........................................  28


                                     -iii-




                                                                                                            Page
                                                                                                            ----
                                                                                                         
Section 4.02.    Provision of Financial Statements.........................................................  29
Section 4.03.    Waiver of Stay, Extension or Usury Laws...................................................  29
Section 4.04.    Statement by Officers.....................................................................  29
Section 4.05.    Corporate Existence.......................................................................  30
Section 4.06.    Maintenance of Office or Agency...........................................................  30
Section 4.07.    Compliance with Laws......................................................................  30
Section 4.08.    Maintenance of Properties and Insurance...................................................  30
Section 4.09.    Payment of Taxes and Other Claims.........................................................  30
Section 4.10.    Limitation on Indebtedness................................................................  31
Section 4.11.    Limitation on Restricted Payments.........................................................  32
Section 4.12.    Limitation on Transactions with Affiliates................................................  35
Section 4.13.    Limitations on Liens......................................................................  35
Section 4.14.    Limitation on Sale of Assets..............................................................  36
Section 4.15.    Limitation on Guarantees by Restricted Subsidiaries.......................................  40
Section 4.16.    Purchase of Notes upon a Change of Control................................................  41
Section 4.17.    Limitation on Restricted Subsidiary Capital Stock.........................................  43
Section 4.18.    Limitation on Dividends and Other Payment Restrictions Affecting Restricted Subsidiaries..  44
Section 4.19.    Designation of Unrestricted Subsidiaries..................................................  44
Section 4.20.    [Intentionally omitted]...................................................................  45
Section 4.21.    Waiver of Certain Covenants...............................................................  45
Section 4.22.    Limitation of Applicability of Certain Covenants if Notes Rated Investment Grade..........  45

                                         ARTICLE 5

                                   SUCCESSOR CORPORATION

Section 5.01.    Company or Any Guarantor May Consolidate, etc., Only on Certain Terms.....................  45
Section 5.02.    Successor Substituted.....................................................................  47

                                         ARTICLE 6

                                   DEFAULTS AND REMEDIES

Section 6.01.    Events of Default.........................................................................  48
Section 6.02.    Acceleration of Maturity; Rescission and Annulment........................................  49
Section 6.03.    Waiver of Past Defaults and Events of Default.............................................  50
Section 6.04.    Control by Majority.......................................................................  50
Section 6.05.    Limitation on Suits.......................................................................  51
Section 6.06.    Rights of Holders to Receive Payment......................................................  51
Section 6.07.    Collection Suit by Trustee................................................................  51
Section 6.08.    Trustee May File Proofs of Claim..........................................................  52
Section 6.09.    Priorities................................................................................  52
Section 6.10.    Undertaking for Costs.....................................................................  52


                                     -iv-




                                                                                                            Page
                                                                                                            ----
                                                           ARTICLE 7

                                                            TRUSTEE

                                                                                                         
Section 7.01.    Duties of Trustee........................................................................   53
Section 7.02.    Rights of Trustee........................................................................   54
Section 7.03.    Individual Rights of Trustee.............................................................   55
Section 7.04.    Trustee's Disclaimer.....................................................................   55
Section 7.05.    Notice of Defaults.......................................................................   55
Section 7.06.    Reports by Trustee to Holders............................................................   55
Section 7.07.    Compensation and Indemnity...............................................................   56
Section 7.08.    Replacement of Trustee...................................................................   56
Section 7.09.    Successor Trustee by Consolidation, Merger or Conversion.................................   57
Section 7.10.    Eligibility; Disqualification............................................................   57
Section 7.11.    Preferential Collection of Claims Against the Company....................................   58
Section 7.12.    Trustee's Application for Instructions from the Company..................................   58

                                                         ARTICLE 8

                                                  SUPPLEMENTAL INDENTURES

Section 8.01.    Supplemental Indentures and Agreements Without Consent of Holders........................   58
Section 8.02.    Supplemental Indentures and Agreements with Consent of Holders...........................   59
Section 8.03.    Compliance with TIA......................................................................   60
Section 8.04.    Revocation and Effect of Consents........................................................   60
Section 8.05.    Notation on or Exchange of Notes.........................................................   61
Section 8.06.    Trustee to Sign Amendments, etc..........................................................   61

                                                         ARTICLE 9

                                            DISCHARGE OF INDENTURE; DEFEASANCE

Section 9.01.    Satisfaction and Discharge of Indenture..................................................   61
Section 9.02.    Application of Trust Money...............................................................   62
Section 9.03.    Termination of the Company's Obligation..................................................   62
Section 9.04.    Application of Trust Money...............................................................   64
Section 9.05.    Repayment to Company.....................................................................   64
Section 9.06.    Reinstatement............................................................................   64

                                                         ARTICLE 10

                                                         GUARANTEES

Section 10.01.    Guarantors' Guarantee...................................................................   64
Section 10.02.    Continuing Guarantee; No Right of Set-Off; Independent Obligation.......................   65
Section 10.03.    Guarantee Absolute......................................................................   65
Section 10.04.    Right to Demand Full Performance........................................................   67



                                      -v-




                                                                                                            Page
                                                                                                            ----

                                                                                                         
Section 10.05.    Waivers................................................................................    67
Section 10.06.    The Guarantors Remain Obligated in Event the
                      Company Is No Longer Obligated to Discharge Indenture Obligations..................    68
Section 10.07.    Fraudulent Conveyance; Subrogation.....................................................    68
Section 10.08.    Guarantee Is Additional to Other Security..............................................    68
Section 10.09.    No Recourse Against Others.............................................................    69
Section 10.10.    No Bar to Further Actions..............................................................    69
Section 10.11.    Failure To Exercise Rights Shall Not Operate as a Waiver; No Suspension of Remedies....    69
Section 10.12.    Trustee's Duties; Notice to Trustee....................................................    69
Section 10.13.    Successors and Assigns.................................................................    69
Section 10.14.    Release of Guarantee...................................................................    70
Section 10.15.    Execution of Guarantee.................................................................    70

                                                        ARTICLE 11

                                                      MISCELLANEOUS

Section 11.01.    TIA Controls...........................................................................    70
Section 11.02.    Notices................................................................................    70
Section 11.03.    Communications by Holders with Other Holders...........................................    72
Section 11.04.    Certificate and Opinion as to Conditions Precedent.....................................    72
Section 11.05.    Statements Required in Certificate and Opinion.........................................    72
Section 11.06.    Rules by Trustee and Agents............................................................    72
Section 11.07.    Business Days; Legal Holidays..........................................................    73
Section 11.08.    Governing Law..........................................................................    73
Section 11.09.    No Adverse Interpretation of Other Agreements..........................................    73
Section 11.10.    No Recourse Against Others.............................................................    73
Section 11.11.    Successors.............................................................................    74
Section 11.12.    Multiple Counterparts..................................................................    74
Section 11.13.    Table of Contents, Headings, etc.......................................................    74
Section 11.14.    Separability...........................................................................    74
Section 11.15.    Benefits of Indenture..................................................................    74

Signatures        .......................................................................................   S-1

EXHIBITS
- ---------

Exhibit A.        Form of Global Notes...................................................................   A-1
Exhibit B.        Form of Definitive Notes...............................................................   B-1
Exhibit C.        Form of Guarantees.....................................................................   C-1
Exhibit D         Form of Transfer Certificate...........................................................   D-1
Exhibit E.        Form of Exchange Certificate...........................................................   E-1
Exhibit F.        Form of Intercompany Note..............................................................   F-1


                                     -vi-


          INDENTURE, dated as of February 21, 2001, by and between CONSTELLATION
BRANDS, INC., a Delaware corporation (the "Company"), the guarantors signatory
                                           -------
hereto (the "Guarantors") and BNY MIDWEST TRUST COMPANY, an Illinois trust
             ----------
company, as trustee (the "Trustee").
                          -------

          The Company has duly authorized the creation of one or more issues of
Series A 8% Senior Notes due 2008 (the "Series A Notes") and Series B 8% Senior
                                        --------------
Notes due 2008 (the "Series B Notes") and, to provide therefor, the Company has
                     --------------
duly authorized the execution and delivery of this Indenture.  All things
necessary to make the Notes, when duly issued and executed by the Company, and
authenticated and delivered hereunder, the legal, valid and binding obligations
of the Company, and to make this Indenture a legal, valid and binding agreement
of the Company, have been done.

          Each party agrees as follows for the benefit of the other parties and
for the equal and ratable benefit of the Holders:

                                   ARTICLE 1

                   DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01.  Definitions.
               -----------

               "144A Global Note(s)" means one or more Note(s) in the form set
forth in Exhibit A, bearing the Private Placement Legend and sold in reliance on
         ---------
Rule 144A.

               "Acquired Indebtedness" means Indebtedness of a Person (i)
existing at the time such Person becomes a Restricted Subsidiary or (ii) assumed
in connection with the acquisition of assets from such Person, in each case,
other than Indebtedness incurred in connection with, or in contemplation of,
such Person becoming a Restricted Subsidiary or such acquisition. Acquired
Indebtedness shall be deemed to be incurred on the date of the related
acquisition of assets from any Person or the date the acquired Person becomes a
Restricted Subsidiary.

               "Additional Interest" means any amounts required to be paid by
the Company to Holders of Restricted Notes pursuant to an effective registration
rights agreement among the Company, the Guarantors and the initial purchasers of
such Restricted Notes.

               "Additional Notes" means, subject to the Company's compliance
with Section 4.10, Series A Notes and Series B Notes issued from time to time
after February 21, 2001 under the terms of this Indenture, including, without
limitation, any Series B Notes issued in an exchange offer registered under the
Securities Act for any Series A Notes (other than Notes issued pursuant to
Sections 2.07, 2.08, 2.11, 3.06, 4.14(k) and 4.16 of this Indenture).

               "Adjusted Treasury Rate" means, with respect to any redemption
date, the rate per annum equal to the semi-annual equivalent yield to maturity
of the Comparable Treasury Issue, assuming a price for the Comparable Treasury
Issue (expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price for such redemption date.

               "Affiliate" means, with respect to any specified Person: (i) any
other Person directly or indirectly controlling or controlled by or under direct
or indirect common control with such specified Person; (ii) any other Person
that owns, directly or indirectly, 5% or more of such Person's Capital Stock or
any officer or director of any such Person or other Person or, with respect to
any natural Person, any person having a relationship with such Person by blood,
marriage or adoption not more remote than first cousin; or (iii) any other


Person 10% or more of the voting Capital Stock of which is beneficially owned or
held directly or indirectly by such specified Person. For the purposes of this
definition, "control" when used with respect to any specified Person means the
power to direct the management and policies of such Person directly or
indirectly, whether through ownership of voting securities, by contract or
otherwise; and the terms "controlling" and "controlled" have meanings
correlative to the foregoing.

          "Applicable Procedures" means, with respect to any transfer, exchange
or other transaction involving a Global Note or beneficial interest therein, the
rules and provisions of DTC to the extent applicable to such transaction and as
in effect at the time of such transaction.

          "Asset Sale" means any sale, issuance, conveyance, transfer, lease or
other disposition (including, without limitation, by way of merger,
consolidation or Sale and Leaseback Transaction) (collectively, a "transfer"),
directly or indirectly, in one or a series of related transactions of: (i) any
Capital Stock of any Restricted Subsidiary; (ii) all or substantially all of the
properties and assets of any division or line of business of the Company or its
Restricted Subsidiaries; or (iii) any other properties or assets of the Company
or any Restricted Subsidiary, other than in the ordinary course of business. For
the purposes of this definition, the term "Asset Sale" shall not include (x) any
transfer of properties and assets (A) that is governed by Section 5.01(a) or (B)
that is of the Company to any Restricted Subsidiary, or of any Subsidiary to the
Company or any Subsidiary in accordance with the terms of this Indenture or (y)
transfers of properties and assets in any given fiscal year with an aggregate
Fair Market Value of less than $3,000,000.

          "Asset Swap" means the execution of a definitive agreement, subject
only to customary closing conditions that the Company in good faith believes
will be satisfied, for a substantially concurrent purchase and sale, or
exchange, of Productive Assets between the Company or any of its Restricted
Subsidiaries and another Person or group of affiliated Persons; it being
understood that an Asset Swap may include a cash equalization payment made in
connection therewith provided that such cash payment, if received by the Company
or its Subsidiaries, shall be deemed to be proceeds received from an Asset Sale
and applied in accordance with Section 4.14.

          "Average Life to Stated Maturity" means, as of the date of
determination with respect to any Indebtedness, the quotient obtained by
dividing (i) the sum of the products of (a) the number of years from the date of
determination to the date or dates of each successive scheduled principal
payment of such Indebtedness multiplied by (b) the amount of each such principal
payment by (ii) the sum of all such principal payments.

          "Bankruptcy Law" means Title 11, United States Bankruptcy Code of
1978, as amended, or any similar United States Federal or state law relating to
bankruptcy, insolvency, receivership, winding-up, liquidation, reorganization or
relief of debtors or any amendment to, succession to or change in any such law.

          "Book-Entry Interest" means an indirect beneficial interest in a
Global Note shown on, and transferred only through, records maintained in book-
entry form by DTC.

          "Borrowing Base" means the sum of (i) 85% of accounts receivable of
the Company and its Subsidiaries and (ii) 50% of the net book value of the
inventory of the Company and its Subsidiaries, in each case, as determined on a
consolidated basis in accordance with GAAP.

          "Business Day" means a day that, in the City of New York, is not a day
upon which banking institutions are authorized or required by law, or by
executive order issued by a governmental authority or agency regulating such
banking institutions, to close.

                                      -2-


          "Capital Lease Obligation" means any obligations of the Company and
its Restricted Subsidiaries on a Consolidated basis under any capital lease of
real or personal property which, in accordance with GAAP, has been recorded as a
capitalized lease obligation.

          "Capital Stock" of any Person means any and all shares, interests,
participations or other equivalents (however designated) of such Person's
capital stock.

          "Change of Control" means the occurrence of any of the following
events: (i) any "person" or "group" (as such terms are used in Sections 13(d)
and 14(d) of the Exchange Act), other than Permitted Holders, is or becomes the
"beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the Exchange Act,
except that a Person shall be deemed to have beneficial ownership of all shares
that such Person has the right to acquire, whether such right is exercisable
immediately or only after the passage of time), directly or indirectly, of more
than 30% of the voting power of the total outstanding Voting Stock of the
Company voting as one class, provided that the Permitted Holders "beneficially
own" (as so defined) a percentage of Voting Stock having a lesser percentage of
the voting power than such other Person and do not have the right or ability by
voting power, contract or otherwise to elect or designate for election a
majority of the Board of Directors of the Company; (ii) during any period of two
consecutive years, individuals who at the beginning of such period constituted
the Board of Directors of the Company (together with any new directors whose
election to such Board or whose nomination for election by the shareholders of
the Company was approved by a vote of 66 2/3% of the directors then still in
office who were either directors at the beginning of such period or whose
election or nomination for election was previously so approved) cease for any
reason to constitute a majority of such Board of Directors then in office; (iii)
the Company consolidates with or merges with or into any Person or conveys,
transfers or leases all or substantially all of its assets to any Person, or any
corporation consolidates with or merges into or with the Company, in any such
event pursuant to a transaction in which the outstanding Voting Stock of the
Company is changed into or exchanged for cash, securities or other property,
other than any such transaction where the outstanding Voting Stock of the
Company is not changed or exchanged at all (except to the extent necessary to
reflect a change in the jurisdiction of incorporation of the Company) or where
(A) the outstanding Voting Stock of the Company is changed into or exchanged for
(x) Voting Stock of the surviving corporation which is not Redeemable Capital
Stock or (y) cash, securities and other property (other than Capital Stock of
the surviving corporation) in an amount which could be paid by the Company as a
Restricted Payment in accordance with Section 4.11 (and such amount shall be
treated as a Restricted Payment subject to the provisions set forth in Section
4.11) and (B) no "person" or "group" other than Permitted Holders owns
immediately after such transaction, directly or indirectly, more than the
greater of (1) 30% of the voting power of the total outstanding Voting Stock of
the surviving corporation voting as one class and (2) the percentage of such
voting power of the surviving corporation held, directly or indirectly, by
Permitted Holders immediately after such transaction; or (iv) the Company is
liquidated or dissolved or adopts a plan of liquidation or dissolution other
than in a transaction which complies with the provisions described in Section
5.01.

          "Change of Control Offer" shall have the meaning set forth in Section
4.16(a).

          "Change of Control Purchase Date" shall have the meaning set forth in
Section 4.16(a).

          "Change of Control Purchase Price" shall have the meaning set forth in
Section 4.16(a).

          "Code" means the Internal Revenue Code of 1986, as amended.

          "Commission" means the Securities and Exchange Commission, as from
time to time constituted, created under the Exchange Act, or if at any time
after the execution of this Indenture such Commission

                                      -3-


is not existing and performing the duties now assigned to it under the Trust
Indenture Act, then the body performing such duties at such time.

          "Company" means Constellation Brands, Inc., a corporation incorporated
under the laws of Delaware, until a successor Person shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Company" shall mean such successor Person.

          "Comparable Treasury Issue" means a United States Treasury Security
selected by the Quotation Agent as having a maturity comparable to the remaining
term of the Notes to be redeemed, that would be utilized, at the time of
selection and in accordance with customary financial practice, in pricing new
issues of corporate debt securities of comparable maturity to the remaining term
of such Notes.

          "Comparable Treasury Price" means, with respect to any redemption
date, (i) the average of the Reference Treasury Dealer Quotations for such
redemption date, after excluding the highest and lowest such Reference Treasury
Dealer Quotations, or (ii) if the Trustee obtains fewer than three such
Reference Treasury Dealer Quotations, the average of all such Quotations.

          "Consolidated Fixed Charge Coverage Ratio" of the Company means, for
any period, the ratio of (a) the sum of Consolidated Net Income (Loss),
Consolidated Interest Expense, Consolidated Income Tax Expense and Consolidated
Non-cash Charges deducted in computing Consolidated Net Income (Loss) in each
case, for such period, of the Company and its Restricted Subsidiaries on a
Consolidated basis, all determined in accordance with GAAP to (b) the sum of
Consolidated Interest Expense for such period and cash and non-cash dividends
paid on any Preferred Stock of the Company and its Restricted Subsidiaries
during such period; provided that (i) in making such computation, the
Consolidated Interest Expense attributable to interest on any Indebtedness
computed on a pro forma basis and (A) bearing a floating interest rate, shall be
computed as if the rate in effect on the date of computation had been the
applicable rate for the entire period and (B) which was not outstanding during
the period for which the computation is being made but which bears, at the
option of the Company, a fixed or floating rate of interest, shall be computed
by applying at the option of the Company, either the fixed or floating rate and
(ii) in making such computation, the Consolidated Interest Expense of the
Company attributable to interest on any Indebtedness under a revolving credit
facility computed on a pro forma basis shall be computed based upon the average
daily balance of such Indebtedness during the applicable period.

          "Consolidated Income Tax Expense" means for any period, as applied to
the Company, the provision for federal, state, local and foreign income taxes of
the Company and its Restricted Subsidiaries for such period as determined in
accordance with GAAP on a Consolidated basis.

          "Consolidated Interest Expense" of the Company means, without
duplication, for any period, the sum of (a) the interest expense of the Company
and its Restricted Subsidiaries for such period, on a Consolidated basis,
including, without limitation, (i) amortization of debt discount, (ii) the net
cost under interest rate contracts (including amortization of discounts), (iii)
the interest portion of any deferred payment obligation and (iv) accrued
interest, plus (b) (i) the interest component of the Capital Lease Obligations
paid, accrued and/or scheduled to be paid or accrued by the Company and its
Restricted Subsidiaries during such period and (ii) all capitalized interest of
the Company and its Restricted Subsidiaries, in each case as determined in
accordance with GAAP on a Consolidated basis. Whenever pro forma effect is to be
given to an acquisition or disposition of assets for the purpose of calculating
the Consolidated Fixed Charge Coverage Ratio, the amount of Consolidated
Interest Expense associated with any Indebtedness Incurred in connection with
such acquisition or disposition of assets shall be calculated on a pro forma
basis in accordance with Regulation S-X under the Securities Act, as in effect
on the date of such calculation.

                                      -4-


          "Consolidated Net Income (Loss)" of the Company means, for any period,
the Consolidated net income (or loss) of the Company and its Restricted
Subsidiaries for such period as determined in accordance with GAAP on a
Consolidated basis, adjusted, to the extent included in calculating such net
income (loss), by excluding, without duplication:  (i) all extraordinary gains
or losses (less all fees and expenses relating thereto); (ii) the portion of net
income (or loss) of the Company and its Restricted Subsidiaries allocable to
minority interests in unconsolidated Persons to the extent that cash dividends
or distributions have not actually been received by the Company or one of its
Restricted Subsidiaries; (iii) net income (or loss) of any Person combined with
the Company or any of its Restricted Subsidiaries on a "pooling of interests"
basis attributable to any period prior to the date of combination; (iv) any gain
or loss, net of taxes, realized upon the termination of any employee pension
benefit plan; (v) net gains (but not losses) (less all fees and expenses
relating thereto) in respect of dispositions of assets other than in the
ordinary course of business; or (vi) the net income of any Restricted Subsidiary
to the extent that the declaration of dividends or similar distributions by that
Restricted Subsidiary of that income is not at the time permitted, directly or
indirectly, by operation of the terms of its charter or any agreement,
instrument, judgment, decree, order, statute, rule or governmental regulations
applicable to that Restricted Subsidiary or its stockholders.  Whenever pro
forma effect is to be given to an acquisition or disposition of assets for the
purpose of calculating the Consolidated Fixed Charge Coverage Ratio, the amount
of income or earnings related to such assets shall be calculated on a pro forma
basis in accordance with Regulation S-X under the Securities Act, as in effect
on the date of such calculation.

          "Consolidated Net Tangible Assets" means with respect to any Person,
as of any date of determination, the book value of such Person's total assets,
less goodwill, deferred financing costs and other intangibles and less
accumulated amortization, shown on the most recent balance sheet of such Person,
determined on a consolidated basis in accordance with GAAP.

          "Consolidated Net Worth" of any Person means the Consolidated
stockholders' equity (excluding Redeemable Capital Stock) of such Person and its
subsidiaries, as determined in accordance with GAAP on a Consolidated basis.

          "Consolidated Non-cash Charges" of the Company means, for any period,
the aggregate depreciation, amortization and other non-cash charges of the
Company and its Consolidated Restricted Subsidiaries for such period, as
determined in accordance with GAAP on a Consolidated basis (excluding any non-
cash charge which requires an accrual or reserve for cash charges for any future
period).

          "Consolidation" means, with respect to any Person, the consolidation
of the accounts of such Person and each of its subsidiaries if and to the extent
the accounts of such Person and each of its subsidiaries would normally be
consolidated with those of such Person, all in accordance with GAAP.  The term
"Consolidated" shall have a similar meaning.

          "Credit Agreement" means the Credit Agreement, dated as of October 6,
1999, as amended by Amendment No. 1 thereto dated as of  February 13, 2001,
between the Company, the Subsidiaries of the Company identified on the signature
pages thereof, the lenders named therein and The Chase Manhattan Bank, as
administrative agent, including any deferrals, renewals, extensions,
replacements, refinancings or refundings thereof or amendments, modifications or
supplements thereto and any agreements therefor (including any of the foregoing
that increase the principal amount of Indebtedness or the commitments to lend
thereunder and have been made in compliance with the provisions of Section 4.10;
provided that, for purposes of the definition of "Permitted Indebtedness," no
such increase may result in the principal amount of Indebtedness of the Company
under the Credit Agreement exceeding the amount permitted by subparagraph (b)(i)
of Section 4.10), whether by or with the same or any other lender, creditor,
group of lenders or group of creditors, and including

                                      -5-


related notes, guarantees and note agreements and other instruments and
agreements executed in connection therewith.

          "Custodian" has the meaning set forth in Section 2.01.

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

          "Definitive Notes" means the Restricted Definitive Notes and the
Unrestricted Definitive Notes.

          "Depositary" means DTC or another Person designated as Depositary by
the Company, which must be a clearing agency under the Exchange Act.

          "Designation" has the meaning set forth in Section 4.19.

          "Designation Amounts" has the meaning set forth in Section 4.19.

          "Domestic Restricted Subsidiary" means a Restricted Subsidiary of the
Company organized under the laws of the United States or any political
subdivision thereof or the operations of which are located substantially inside
the United States.

          "DTC" means The Depository Trust Company.

          "DTC Global Note" means a Global Note held in the name of Cede & Co.
on behalf of DTC.

          "Excess Proceeds" has the meaning set forth in Section 4.14(b).

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

          "Exchange Notes" means any Additional Notes issued in an Exchange
Offer pursuant to Section 2.07(e).

          "Exchange Offer" has the meaning set forth in the Initial Registration
Rights Agreement and also includes any other exchange offer made pursuant to any
other registration rights agreement with respect to the Notes or otherwise.

          "Fair Market Value" means, with respect to any asset or property, the
sale value that would be obtained in an arm's-length transaction between an
informed and willing seller under no compulsion to sell and an informed and
willing buyer under no compulsion to buy.

          "Foreign Restricted Subsidiary" means a Restricted Subsidiary of the
Company not organized under the laws of the United States or any political
subdivision thereof and the operations of which are located substantially
outside of the United States.

          "GAAP" or "Generally Accepted Accounting Principles" means generally
accepted accounting principles in the United States, consistently applied, which
are in effect on the date of this Indenture.

                                      -6-


          "Global Notes" or "Global Securities" means the 144A Global Note(s),
the Regulation S Global Note(s) and any Unrestricted Global Notes.

          "Guarantee" means the guarantee by each Guarantor of the Company's
Indenture Obligations pursuant to a guarantee given in accordance with this
Indenture, including the Guarantees by the Guarantors and any Guarantee
delivered pursuant to the provisions of Section 4.15.

          "Guaranteed Debt" of any Person means, without duplication, all
Indebtedness of any other Person referred to in the definition of "Indebtedness"
contained in this Section 1.01 guaranteed directly or indirectly in any manner
by such Person, or in effect guaranteed directly or indirectly by such Person
through an agreement (i) to pay or purchase such Indebtedness or to advance or
supply funds for the payment or purchase of such Indebtedness, (ii) to purchase,
sell or lease (as lessee or lessor) property, or to purchase or sell services,
primarily for the purpose of enabling the debtor to make payment of such
Indebtedness or to assure the holder of such Indebtedness against loss, (iii) to
supply funds to, or in any other manner invest in, the debtor (including any
agreement to pay for property or services without requiring that such property
be received or such services be rendered), (iv) to maintain working capital or
equity capital of the debtor, or otherwise to maintain the net worth, solvency
or other financial condition of the debtor or (v) otherwise to assure a creditor
against loss; provided that the term "guarantee" shall not include endorsements
for collection or deposit, in either case in the ordinary course of business.

          "Guarantor" means the Subsidiaries listed on the signature pages of
this Indenture as guarantors and each other Subsidiary required to become a
Guarantor after the Issue Date, pursuant to Section 4.15.

          "Hedging Agreement" means, with respect to any Person, all interest
rate swap or similar agreements or foreign currency or commodity hedge, exchange
or similar agreements of such Person.

          "Hedging Obligations" means, with respect to any Person, the
Obligations of such Person under Hedging Agreements.

          "Holders" mean the registered holders of the Notes.

          "Incur" means, with respect to any Indebtedness or other obligation of
any Person, to create, issue, incur (including by conversion, exchange or
otherwise), assume, guarantee or otherwise become liable in respect of such
Indebtedness or other obligation or the recording, as required pursuant to GAAP
or otherwise, of any such Indebtedness or other obligation on the balance sheet
of such Person (and "Incurrence," "Incurred" and "Incurring" shall have meanings
correlative to the foregoing).  Indebtedness of any Acquired Person or any of
its Subsidiaries existing at the time such Acquired Person becomes a Subsidiary
(or is merged into or consolidated with the Company or any Subsidiary), whether
or not such Indebtedness was Incurred in connection with, as a result of, or in
contemplation of, such Acquired Person becoming a Subsidiary (or being merged
into or consolidated with the Company or any Subsidiary), shall be deemed
Incurred at the time any such Acquired Person becomes a Subsidiary or merges
into or consolidates with the Company or any Subsidiary.

          "Indebtedness" means, with respect to any Person, without duplication,
(i) all indebtedness of such Person for borrowed money or for the deferred
purchase price of property or services, excluding any trade payables and other
accrued current liabilities arising in the ordinary course of business, but
including, without limitation, all obligations, contingent or otherwise, of such
Person in connection with any letters of credit issued under letter of credit
facilities, acceptance facilities or other similar facilities and in connection
with any agreement to purchase, redeem, exchange, convert or otherwise acquire
for value any Capital Stock of such Person, or any warrants, rights or options
to acquire such Capital Stock, now or hereafter outstanding, (ii) all

                                      -7-


obligations of such Person evidenced by bonds, notes, debentures or other
similar instruments, (iii) all indebtedness created or arising under any
conditional sale or other title retention agreement with respect to property
acquired by such Person (even if the rights and remedies of the seller or lender
under such agreement in the event of default are limited to repossession or sale
of such property), but excluding trade payables arising in the ordinary course
of business, (iv) all Hedging Obligations of such Person, (v) all Capital Lease
Obligations of such Person, (vi) all Indebtedness referred to in clauses (i)
through (v) above of other Persons and all dividends of other Persons, the
payment of which is secured by (or for which the holder of such Indebtedness has
an existing right, contingent or otherwise, to be secured by) any Lien, upon or
with respect to property (including, without limitation, accounts and contract
rights) owned by such Person, even though such Person has not assumed or become
liable for the payment of such Indebtedness, (vii) all Guaranteed Debt of such
Person, (viii) all Redeemable Capital Stock valued at the greater of its
voluntary or involuntary maximum fixed repurchase price plus accrued and unpaid
dividends, and (ix) any amendment, supplement, modification, deferral, renewal,
extension, refunding or refinancing of any liability of the types referred to in
clauses (i) through (viii) above.  For purposes hereof, the "maximum fixed
repurchase price" of any Redeemable Capital Stock which does not have a fixed
repurchase price shall be calculated in accordance with the terms of such
Redeemable Capital Stock as if such Redeemable Capital Stock were purchased on
any date on which Indebtedness shall be required to be determined pursuant to
this Indenture, and if such price is based upon, or measured by, the Fair Market
Value of such Redeemable Capital Stock, such Fair Market Value to be determined
in good faith by the board of directors of the issuer of such Redeemable Capital
Stock.

          "Indenture Obligations" means the obligations of the Company and any
other obligor under this Indenture or under the Notes, including any Guarantor,
to pay principal of, premium, if any, and interest when due and payable, and all
other amounts due or to become due under or in connection with this Indenture,
the Notes and the performance of all other obligations to the Trustee and the
Holders under this Indenture and the Notes, according to the terms hereof or
thereof.

          "Initial Notes" means the Series A Notes issued on the Issue Date.

          "Initial Registration Rights Agreement" means the Registration Rights
Agreement dated as of February 21, 2001 between the Company, the Guarantors
named therein and Chase Securities Inc., Salomon Smith Barney Inc., Credit
Suisse First Boston Corporation and Scotia Capital (USA) Inc., as Initial
Purchasers.

          "Insolvency or Liquidation Proceeding" means, with respect to any
Person, any liquidation, dissolution or winding up of such Person, or any
bankruptcy, reorganization, insolvency, receivership or similar proceeding with
respect to such Person, whether voluntary or involuntary.

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

          "Investments" means, with respect to any Person, directly or
indirectly, any advance, loan (including guarantees), or other extension of
credit or capital contribution to (by means of any transfer of cash or other
property to others or any payment for property or services for the account or
use of others), or any purchase, acquisition or ownership by such Person of any
Capital Stock, bonds, notes, debentures or other securities issued or owned by,
any other Person and all other items that would be classified as investments on
a balance sheet prepared in accordance with GAAP.

          "Investment Grade" means a rating of (i) BBB- or higher by S&P and Ba1
or higher by Moody's or (ii) Baa3 or higher by Moody's and BB+ or higher by S&P.

                                      -8-


          "Issue Date" means February 21, 2001.

          "Lien" means any mortgage, charge, pledge, lien (statutory or
otherwise), privilege, security interest, hypothecation or other encumbrance
upon or with respect to any property of any kind, real or personal, movable or
immovable, now owned or hereafter acquired.

          "Maturity" when used with respect to any Note means the date on which
the principal of such Note becomes due and payable as therein provided or as
provided in this Indenture, whether at Stated Maturity, the Offer Date or the
redemption date and whether by declaration of acceleration, Offer in respect of
Excess Proceeds, Change of Control, call for redemption or otherwise.

          "Moody's" means Moody's Investor Services, Inc. or any successor
thereto.

          "Net Cash Proceeds" means (a) with respect to any Asset Sale by any
Person, the proceeds thereof in the form of cash or Temporary Cash Investments
including payments in respect of deferred payment obligations when received in
the form of, or stock or other assets when disposed for, cash or Temporary Cash
Investments (except to the extent that such obligations are financed or sold
with recourse to the Company or any Restricted Subsidiary) net of (i) brokerage
commissions and other actual fees and expenses (including fees and expenses of
counsel and investment bankers) related to such Asset Sale, (ii) provisions for
all taxes payable as a result of such Asset Sale, (iii) payments made to retire
Indebtedness where payment of such Indebtedness is secured by the assets or
properties the subject of such Asset Sale, (iv) amounts required to be paid to
any Person (other than the Company or any Restricted Subsidiary) owning a
beneficial interest in the assets subject to the Asset Sale and (v) appropriate
amounts to be provided by the Company or any Restricted Subsidiary, as the case
may be, as a reserve, in accordance with GAAP, against any liabilities
associated with such Asset Sale and retained by the Company or any Restricted
Subsidiary, as the case may be, after such Asset Sale, including, without
limitation, pension and other post-employment benefit liabilities, liabilities
related to environmental matters and liabilities under any indemnification
obligations associated with such Asset Sale, all as reflected in an Officers'
Certificate delivered to the Trustee and (b) with respect to any issuance or
sale of Capital Stock or options, warrants or rights to purchase Capital Stock,
or debt securities or Capital Stock that have been converted into or exchanged
for Capital Stock, as referred to in Section 4.11, the proceeds of such issuance
or sale in the form of cash or Temporary Cash Investments, including payments in
respect of deferred payment obligations when received in the form of, or stock
or other assets when disposed for, cash or Temporary Cash Investments (except to
the extent that such obligations are financed or sold with recourse to the
Company or any Restricted Subsidiary), net of attorneys' fees, accountants' fees
and brokerage, consultation, underwriting and other fees and expenses actually
incurred in connection with such issuance or sale and net of taxes paid or
payable as a result thereof.

          "Note Amount" has the meaning specified in Section 4.14(c) hereof.

          "Notes" means the Initial Notes, any Exchange Notes and any other
Additional Notes, treated as a single class of securities, as amended or
supplemented from time to time in accordance with the terms hereof, that are
issued pursuant to this Indenture.

          "Obligations" means any principal, interest (including, without
limitation, Post-Petition Interest), penalties, fees, indemnifications,
reimbursement obligations, damages and other liabilities payable under the
documentation governing any Indebtedness.

          "Offer" has the meaning set forth in Section 4.14(c) hereof.

                                      -9-


          "Offer Date" has the meaning set forth in Section 4.14(c) hereof.

          "Offered Price" has the meaning set forth in Section 4.14(c) hereof.

          "Officer" means, with respect to any Person, the chairman of the
board, president or any vice president (regardless of vice presidential
designation), chief financial officer, treasurer, any assistant treasurer,
secretary or assistant secretary of such Person.

          "Officers' Certificate" means a certificate signed by the Chairman of
the Board, Chief Executive Officer, President, Group President or any Vice
President (regardless of Vice Presidential designation), and by its Chief
Financial Officer, Treasurer, any Assistant Treasurer, Secretary or Assistant
Secretary of the Company, in their capacities as such officers of the Company
and delivered to the Trustee.  Each such certificate shall include the
statements provided in Section 11.05, if and to the extent required by the
provisions thereof.

          "Opinion of Counsel" means an opinion in writing signed by legal
counsel (who may be an employee of the Company) and delivered to the Trustee.
Such opinion shall include the statements provided for in Section 11.05, if and
to the extent required by the provisions thereof.

          "Other Indebtedness" has the meaning set forth in Section 4.15 hereof.

          "Pari Passu Indebtedness" means any Indebtedness of the Company or a
Guarantor that is pari passu in right of payment with the Notes or a Guarantee,
as the case may be.

          "Pari Passu Offer" has the meaning set forth in Section 4.14(c)
hereof.

          "Participant" means, with respect to DTC, Persons who have accounts
with DTC.

          "Paying Agent" has the meaning provided in Section 2.03.

          "Permitted Holders" means as of the date of determination (i) Marilyn
Sands, Richard Sands and Robert Sands; (ii) family members or the relatives of
the Persons described in clause (i) or the Mac and Sally Sands Foundation,
Incorporated; (iii) any trusts created for the benefit of the Persons described
in clauses (i), (ii) or (v) or for the benefit of Andrew Stern or any trust for
the benefit of any such trust; (iv) any partnerships that are controlled by (and
a majority of the partnership interests in which are owned by) any of the
Persons described in clauses (i), (ii), (iii) or (v) or by any partnership that
satisfies the conditions of this clause (iv); (v) in the case of Marvin Sands
and in the event of the incompetence or death of any of the Persons described in
clauses (i) and (ii), such Person's estate, executor, administrator, committee
or other personal representative or beneficiaries, in each case who at any
particular date shall beneficially own or have the right to acquire, directly or
indirectly, Capital Stock of the Company.

          "Permitted Indebtedness" has the meaning set forth in Section 4.10.

          "Permitted Investment" means (i) Investments in any Wholly Owned
Restricted Subsidiary or any Person which, as a result of such Investment,
becomes a Wholly Owned Restricted Subsidiary; (ii) Indebtedness of the Company
or a Restricted Subsidiary described under clauses (iv) and (v) of the
definition of "Permitted Indebtedness"; (iii) Temporary Cash Investments; (iv)
Investments acquired by the Company or any Restricted Subsidiary in connection
with an Asset Sale permitted under Section 4.14 to the extent such Investments
are non-cash proceeds as permitted under such covenant; (v) guarantees of
Indebtedness otherwise permitted by this Indenture; (vi) Investments in
existence on the date of this Indenture; and (vii) Investments in

                                      -10-


joint ventures in an aggregate amount not to exceed at any one time the greater
of (x) $50,000,000 and (y) 5.0% of Consolidated Net Tangible Assets.

          "Person" means any individual, corporation, limited liability company,
partnership, joint venture, association, joint-stock company, trust,
unincorporated organization or government or any agency or political
subdivisions thereof.

          "Post-Petition Interest" means, with respect to any Indebtedness of
any Person, all interest accrued or accruing on such Indebtedness after the
commencement of any Insolvency or Liquidation Proceeding against such Person in
accordance with and at the contract rate (including, without limitation, any
rate applicable upon default) specified in the agreement or instrument creating,
evidencing or governing such Indebtedness, whether or not, pursuant to
applicable law or otherwise, the claim for such interest is allowed as a claim
in such Insolvency or Liquidation Proceeding.

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

          "Private Placement Legend" has the meaning provided in Section 2.16.

          "Productive Assets" means assets of a kind used or usable by the
Company and its Restricted Subsidiaries in their respective businesses
(including, without limitation, contracts, leases, licenses or other agreements
of value to the Company or any of its Restricted Subsidiaries), provided,
however, that productive assets to be acquired by the Company or any Restricted
Subsidiary shall be, in the good faith judgment of management of the Company or
such Restricted Subsidiary, assets which are reasonably related, ancillary or
complementary to the business of the Company and its Restricted Subsidiaries as
conducted on the Issue Date.

          "Qualified Capital Stock" of any Person means any and all Capital
Stock of such Person other than Redeemable Capital Stock.

          "Qualified Institutional Buyer" shall have the meaning specified in
Rule 144A promulgated under the Securities Act.

          "Quotation Agent" means the Reference Treasury Dealer appointed by the
Company.

          "Redeemable Capital Stock" means any Capital Stock that, either by its
terms or by the terms of any security into which it is convertible or
exchangeable or otherwise, is or upon the happening of an event (other than as a
result of a change of control provision substantially similar to that contained
in Section 4.16) or passage of time would be, required to be redeemed prior to
any Stated Maturity of the principal of the Notes or is redeemable at the option
of the holder thereof at any time prior to any such Stated Maturity, or is
convertible into or exchangeable for debt securities at any time prior to any
such Stated Maturity at the option of the holder thereof.

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

          "Redemption Price" means, with respect to any Note to be redeemed, the
price fixed for such redemption pursuant to the terms of this Indenture.

                                      -11-


          "Reference Treasury Dealer" means each of (x) Chase Securities Inc.
and its respective successors; provided, however, that if the foregoing shall
cease to be a primary United States Treasury Securities dealer in the City of
New York (a "Primary Treasury Securities Dealer"), the Company shall substitute
therefor another Primary Treasury Securities Dealer; and (y) any other Primary
Treasury Securities Dealer selected by the Company.

          "Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined by
the Company, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by such Reference Treasury Dealer at 11:00 a.m., New York
City time, on the third business day preceding such redemption date.

          "Registrar" has the meaning set forth in Section 2.03.

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

          "Regulation S Global Note(s)" means one or more Notes in the form set
forth in Exhibit A bearing the Private Placement Legend and sold in reliance on
         ---------
Regulation S.

          "Responsible Officer" means, with respect to the Trustee, any officer
of the Trustee assigned by the Trustee to administer its corporate trust
matters.

          "Restricted Definitive Note" means a Definitive Note bearing the
Private Placement Legend issued in registered form without coupons in a
principal amount of $1,000 or integral multiples thereof.

          "Restricted Definitive Notes" means any Notes that require the Private
Placement Legend (or a substantially similar legend), that are in definitive
form.

          "Restricted Global Notes" means the 144A Global Note(s), the
Regulation S Global Note(s) and any other Notes that require the Private
Placement Legend (or a substantially similar legend), in each case as are held
in global form.

          "Restricted Notes" means the Restricted Global Note(s) and the
Restricted Definitive Notes.

          "Restricted Payment" has the meaning set forth in Section 4.11.

          "Restricted Subsidiary" means any Subsidiary of the Company that has
not been designated by the Board of Directors of the Company, by a resolution of
the Board of Directors of the Company delivered to the Trustee, as an
Unrestricted Subsidiary pursuant to Section 4.19.  Any such designation may be
revoked by a resolution of the Board of Directors of the Company delivered to
the Trustee, subject to the provisions of such covenant.

          "Restricted Security" has the meaning set forth in Rule 144(a)(3)
promulgated under the Securities Act; provided that the Trustee shall be
entitled to request and conclusively rely upon an Opinion of Counsel with
respect to whether any Note is a Restricted Security.

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

                                      -12-


          "Sale and Leaseback Transaction" means any transaction or series of
related transactions pursuant to which the Company or a Restricted Subsidiary
sells or transfers any property or asset in connection with the leasing, or the
resale against installment payments, of such property or asset to the seller or
transferor.

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

          "S&P" means Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc. or any successor thereto.

          "Stated Maturity" when used with respect to any Indebtedness or any
installment of interest thereon, means the dates specified in such Indebtedness
as the fixed date on which the principal of such Indebtedness or such
installment of interest is due and payable.

          "Subordinated Indebtedness" means Indebtedness of the Company or a
Guarantor subordinated in right of payment to the Notes or a Guarantee, as the
case may be.

          "Subsidiary" means any Person a majority of the equity ownership or
the Voting Stock of which is at the time owned, directly or indirectly, by the
Company or by one or more other Subsidiaries, or by the Company and one or more
other Subsidiaries.

          "Temporary Cash Investments" means:  (i) any evidence of Indebtedness
of a Person, other than the Company or its Subsidiaries, maturing not more than
one year after the date of acquisition, issued by the United States of America
or an instrumentality or agency thereof and guaranteed fully as to principal,
premium, if any, and interest by the United States of America, (ii) any
certificate of deposit, maturing not more than one year after the date of
acquisition, issued by, or time deposit of, a commercial banking institution
that is a member of the Federal Reserve System and that has combined capital and
surplus and undivided profits of not less than $500,000,000, whose debt has a
rating, at the time as of which any investment therein is made, of "P-1" (or
higher) according to Moody's or any successor rating agency or "A-1" (or higher)
according to S&P or any successor rating agency, (iii) commercial paper,
maturing not more than one year after the date of acquisition, issued by a
corporation (other than an Affiliate or Subsidiary of the Company) organized and
existing under the laws of the United States of America with a rating, at the
time as of which any investment therein is made, of "P-1" (or higher) according
to Moody's or "A-1" (or higher) according to S&P and (iv) any money market
deposit accounts issued or offered by a domestic commercial bank having capital
and surplus in excess of $500,000,000.

          "Trust Indenture Act" or "TIA" means the Trust Indenture Act of 1939,
as amended.

          "U.S. Dollars" or "$" means the lawful currency of the United States
that is legal tender for the payment of public and private debts, as in effect
from time to time.

          "United States Treasury Securities" means direct non-callable
obligations of the United States for the payment of which the full faith and
credit of the United States is pledged.

          "Unrestricted Definitive Note" means one or more Notes in the form set
forth in Exhibit B that do not and are not required to bear the Private
         ---------
Placement Legend.

          "Unrestricted Global Note" means one or more Notes in the form set
forth in Exhibit A that do not and are not required to bear the Private
         ---------
Placement Legend.

                                      -13-


               "Unrestricted Notes" means the Unrestricted Global Notes and the
Unrestricted Definitive Notes.

               "Unrestricted Subsidiary" means any Subsidiary of the Company
designated as such pursuant to Section 4.19.  Any such designation may be
revoked by a resolution of the Board of Directors of the Company delivered to
the Trustee, subject to the provisions of Section 4.19.

               "Voting Stock" means stock of the class or classes pursuant to
which the holders thereof have the general voting power under ordinary
circumstances to elect at least a majority of the board of directors, managers
or trustees of a corporation (irrespective of whether or not at the time stock
of any other class or classes shall have or might have voting power by reason of
the happening of any contingency).

               "Wholly Owned Restricted Subsidiary" means any Restricted
Subsidiary all the Capital Stock of which (other than directors' qualifying
shares and up to 5% of the issued and outstanding Capital Stock which may be
owned by executive officers of such Subsidiary) is owned by the Company or
another Wholly Owned Restricted Subsidiary.

Section 1.02.  Incorporation by Reference of Trust Indenture Act.
               -------------------------------------------------

               Whenever this Indenture refers to a provision of the TIA, the
portion of such provision required to be incorporated herein in order for this
Indenture to be qualified under the TIA is incorporated by reference in and made
a part of this Indenture. The following TIA terms used in this Indenture have
the following meanings:

               "indenture securities" means the Notes and the Guarantees.
                --------------------

               "indenture securityholder" means a Holder.
                ------------------------

               "indenture to be qualified" means this Indenture.
                -------------------------

               "indenture trustee" or "institutional trustee" means the Trustee.
                -----------------      ---------------------

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

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

Section 1.03.  Rules of Construction.
               ---------------------

               Unless the context otherwise requires:

               (1)  a term has the meaning assigned to it herein, whether
     defined expressly or by reference;

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

               (3)  "or" is not exclusive;

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

                                      -14-


               (5)  words used herein implying any gender shall apply to every
     gender.

                                   ARTICLE 2

                                   THE NOTES

Section 2.01.  Form and Dating.
               ---------------

               (a)  General.  The Notes and the Trustee's certificate of
authentication shall be substantially in the form of Exhibit A or B.  The Notes
                                                     ---------    -
issued on the Issue Date will be in the form of Exhibit A and title thereto will
                                                ---------
pass by delivery.  The provisions in the form of the Notes contained in Exhibits
                                                                        --------
A and B hereto are incorporated herein by reference.  Notes will be issued in
- -     -
denominations of $1,000 and integral multiples thereof.  The Notes may have
notations, legends or endorsements required by law, stock exchange rules or
usage, including, with respect to any Notes, a legend relating to original issue
discount, if applicable.

               (b)  Global Notes. Notes offered and sold to Qualified
Institutional Buyers in reliance on Rule 144A shall be issued initially in the
form of a 144A Global Note, which shall be duly executed by the Company and
authenticated by the Trustee as hereinafter provided and deposited with BNY
Midwest Trust Company,  as custodian (in such capacity, the "Custodian") on
                                                             ---------
behalf of the Depositary. Notes offered and sold in reliance on Regulation S
shall be issued initially in the form of a Regulation S Global Note, which shall
be duly executed by the Company and authenticated by the Trustee as hereinafter
provided and deposited with the Custodian on behalf of the Depositary. Notes
issued and sold pursuant to an effective registration statement under the
Securities Act, issued pursuant to an effective exchange offer registration
statement under the Securities Act for the Company's outstanding Series A Notes,
or issued in accordance with Sections 2.07(b)(iii) and 2.07(e), shall be issued
in the form of Unrestricted Global Notes and deposited with the Custodian on
behalf of the Depositary

               Each Global Note shall represent the aggregate principal amount
of outstanding Notes from time to time endorsed thereon and shall provide that
the aggregate principal amount of outstanding Notes represented thereby may from
time to time be reduced or increased, as appropriate, to reflect exchanges,
transfers of interests therein, redemptions and repurchases in accordance with
the terms of this Indenture. Any endorsement of the Schedule to a Global Note to
reflect the amount of any increase or decrease in the principal amount of
outstanding Notes represented thereby shall be made by the Registrar in
accordance with Sections 2.07, 3.07, 4.14 and 4.16 hereof.

               Except as set forth in Section 2.07(a) hereof, the Global Notes
may be transferred, in whole and not in part, only to a successor of the
relevant Depositary on whose behalf such note is held.

               (c)  Definitive Notes.  Definitive Notes issued upon transfer of
a Book-Entry Interest or a Definitive Note, or in exchange for a Book-Entry
Interest or a Definitive Note, shall be issued in accordance with this
Indenture, duly executed by the Company and authenticated by the Trustee as
hereinafter provided.

               (d)  Book-Entry Provisions.  Neither the Depositary nor any of
its Participants shall have any rights either under this Indenture or under any
Global Note with respect to such Global Note held on their behalf by the
Custodian. Notwithstanding the foregoing, nothing herein shall prevent the
Company, the Trustee or any Agent of the Company or the Trustee from giving
effect to any written certification, proxy or other authorization furnished by
the Custodian or the Depositary or impair, as between the Custodian and the
De-

                                      -15-


positary and its respective Participants, the operation of customary practices
of the Depositary governing the exercise of the rights of an owner of a
beneficial interest in any Global Note.

               (e)  Dating.  Each Note shall be dated the date of its
authentication.

Section 2.02.  Execution and Authentication.
               ----------------------------

               An Officer shall execute the Notes on behalf of the Company by
manual or facsimile signature. The Company's seal may but need not be impressed,
affixed, imprinted or reproduced on the Notes.

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

               A Note shall not be valid until an authorized signatory of the
Trustee manually signs the certificate of authentication on the Note. Such
signature shall be conclusive evidence that the Note has been authenticated
under this Indenture.

               The Trustee shall authenticate the Initial Notes in an aggregate
principal amount not to exceed $200,000,000 upon receipt of an Officer's
Certificate directing the Trustee to authenticate such Initial Notes and
certifying that all conditions precedent to the issuance of such Initial Notes
contained herein have been complied with.  The Trustee shall authenticate
Additional Notes thereafter in unlimited amounts (so long as permitted by the
terms of this Indenture, including, without limitation, Section 4.10 hereof) for
original issue upon receipt of an Officer's Certificate directing the Trustee to
authenticate such Additional Notes and certifying that all conditions precedent
to the issuance of such Additional Notes contained herein have been complied
with; provided, however, that such Additional Notes are to be issued (i) for
sale pursuant to Rule 144A, (ii) for sale pursuant to Regulation S, (iii) in
exchange for any Notes issued under this Indenture pursuant to Rule 144A or
Regulation S, (iv) in exchange for all or a portion of the Notes issued under
this Indenture pursuant to any Exchange Offer or (v) pursuant to another
registered public offering.

               The Trustee may appoint an authenticating agent acceptable to the
Company to authenticate Notes.  Unless limited by the terms of such appointment,
an authenticating agent may authenticate Notes whenever the Trustee may do so.
Each reference in this Indenture to authentication by the Trustee includes
authentication by such agent.  Such authenticating agent shall have the same
rights as the Trustee in any dealings hereunder with the Company or with any of
the Company's Affiliates.

Section 2.03.  Registrar and Paying Agents.
               ---------------------------

               The Company shall maintain (i) an office or agency in the City of
New York where Notes may be presented for registration of transfer or for
exchange (the "Registrar"), (ii) an office or agency in the City of New York
(the "Paying Agent") where Definitive Notes may be presented for payment and
(iii) an office or agency in the State of New York where notices and demands to
or upon the Company in respect of the Notes and this Indenture may be served.

               The Company may change the Paying Agent or the Registrar or
appoint additional Registrars or additional Paying Agents and the terms
"Registrar" and "Paying Agent" shall include any such additional Registrar or
Paying Agent, as applicable. The Company shall enter into an appropriate agency
agreement with any Agent not a party to this Indenture and the agreement shall
implement the provisions of this Indenture that relate to such Agent and, to the
extent applicable, shall incorporate the provisions of the TIA. Without limiting
the foregoing, each such agreement appointing a Paying Agent must contain
provisions substantially to the

                                      -16-


effect of Section 2.07 hereof. The Company shall promptly notify the Trustee in
writing of the name and address of any such Agent. If the Company fails to
maintain a Registrar or Paying Agent or fails to give the foregoing notice, the
Trustee shall act as such and shall be entitled to appropriate compensation in
accordance with Section 7.07

               The Registrar shall keep a register (the "Register") of any
Definitive Notes and of their transfer and exchange.

               The Company hereby appoints the Trustee through its corporate
trust office, located at 101 Barclay Street, Floor 21W, New York, New York 10286
as Registrar and Paying Agent. The Guarantors hereby appoint the Company at its
address specified in Section 11.02 hereof as agent for service of notices and
demands in connection with the Notes and this Indenture.

Section 2.04.  Holders to Be Treated as Owners; Payments of Interest.
               -----------------------------------------------------

               (a)  The Company, the Paying Agents, the Registrar, the Trustee
and any agent of the Company, the Paying Agents, the Registrar or the Trustee
may deem and treat the person in whose name any Definitive Note is registered as
the absolute owner of such Note for the purpose of receiving payment of or on
account of the principal of and, subject to the provisions of this Indenture,
interest, Additional Interest and any other amounts due on such Definitive Note
and for all other purposes; and neither the Company, any Paying Agent, the
Registrar, the Trustee nor any agent of the Company, any Paying Agent, the
Registrar or the Trustee shall be affected by any notice to the contrary. The
Company, the Paying Agents, the Registrar, the Trustee and any agent of the
Company, the Paying Agents, the Registrar or the Trustee may treat the Holder of
any Global Note as the absolute owner thereof for the purposes of receiving
payment of or on account of the principal of and, subject to the provisions of
this Indenture, interest, Additional Interest and any other amounts due on, such
Global Note and for all other purposes; and neither the Company, the Paying
Agents, the Registrar, the Trustee, nor any agent of the Company, the Paying
Agents, the Registrar or the Trustee shall be affected by any notice to the
contrary. All such payments so made to any such Person, or upon his order, shall
be valid, and, to the extent of the sum or sums so paid, effectual to satisfy
and discharge the liability for moneys payable upon any Note.

               (b)  The Person in whose name any Definitive Note is registered
at the close of business on any record date with respect to any Interest Payment
Date shall be entitled to receive the interest and Additional Interest, if any,
payable on such Interest Payment Date notwithstanding any transfer or exchange
of such Definitive Note subsequent to the record date and prior to such Interest
Payment Date, except if and to the extent the Company shall default in the
payment of the interest and Additional Interest due on such Interest Payment
Date, in which case such defaulted interest and Additional Interest shall be
paid in accordance with Section 2.13. The term "record date" as used with
respect to any Interest Payment Date for the Notes shall mean the date specified
as such in the terms of the Notes. Payments of interest and Additional Interest
on the Global Note will be made to the Holder of the Global Note on each
Interest Payment Date; provided that, in the event of an exchange or transfer of
a Book-Entry Interest in a Global Note for Definitive Notes subsequent to a
record date or any special record date and prior to or on the related Interest
Payment Date or other payment date under Section 2.13, any payment of the
interest or Additional Interest payable on such payment date with respect to any
such Definitive Note shall be made to the Holder of the Global Note,
notwithstanding Section 2.13 or any other provision hereof to the contrary.

                                      -17-


Section 2.05.  Paying Agent to Hold Money in Trust.
               -----------------------------------

               Each Paying Agent shall hold in trust for the benefit of the
Holders or the Trustee all money held by the Paying Agent for the payment of
principal, premium, if any, interest or Additional Interest, if any, on the
Notes, and the Company and the Paying Agents shall notify the Trustee of any
default by the Company (or any other obligor on the Notes) in making any such
payment. Money held in trust by any Paying Agent need not be segregated except
as required by law and in no event shall any Paying Agent be liable for any
interest on any money received by it hereunder. The Company at any time may
require the Paying Agents to pay all money held by them to the Trustee and
account for any funds disbursed and the Trustee may at any time during the
continuance of any Event of Default specified in Section 6.01(a) or (b), upon
written request to such Paying Agents, require such Paying Agents to pay
forthwith all money so held by it to the Trustee and to account for any funds
disbursed. Upon making such payment, a Paying Agent shall have no further
liability for the money delivered to the Trustee.

               If the Company acts as its own Paying Agent for the Notes, it
will, on or before each due date of the principal of, premium, if any, interest
or Additional Interest, if any, on the Notes, set aside and segregate and held
in trust for the benefit of the holders of the Notes a sum sufficient to pay
such principal of, premium, if any, interest or Additional Interest, if any, and
will notify the Trustee of such action or any failure to take such action.

Section 2.06.  Holder Lists.
               ------------

               The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it from the Registrar of the names
and addresses of the Holders of Definitive Notes, if any.  If the Trustee is not
the Registrar, the Company shall furnish to the Trustee and each Paying Agent at
least five Business Days before each Interest Payment Date, and at such other
times as they may request in writing, a list in such form and as of such date as
they may reasonably require of the names and addresses of the Holders of
Definitive Notes, if any.

Section 2.07.  Transfer and Exchange; Book-Entry Provisions.
               --------------------------------------------

               (a)  Transfer and Exchange of Global Notes.  Transfer of the
Global Notes shall be by delivery. Global Notes may be exchanged or replaced, in
whole or in part, as provided in Sections 2.08 and 2.11. Every Note
authenticated and delivered in exchange for, or in lieu of, a Global Note or any
portion thereof, pursuant to Section 2.08 hereof, shall be authenticated and
delivered in the form of, and shall be, a Global Note. A Global Note may not be
exchanged for Definitive Notes other than as provided in this Section 2.07(a)
and in the Notes, subject to compliance with Section 2.07(c).

               Owners of Book-Entry Interests shall receive Definitive Notes:
(i) in whole (but not in part), if the Depositary is closed for business for a
continuous period of 14 days (other than by reason of holiday, statutory or
otherwise) or announces an intention permanently to cease business or does in
fact do so and no alternative clearance system satisfactory to the Trustee is
available; (ii) in whole or in part, if an Event of Default occurs and is
continuing, upon the request delivered in writing to the Depositary or the
Trustee; (iii) in whole (but not in part) at any time if the Company in its sole
discretion determines that the Global Notes should be exchanged for Definitive
Notes; or (iv) in whole (but not in part), if the Depositary is at any time
unwilling or unable to continue as Depositary and a successor Depositary, as the
case may be, is not appointed by the Company within 90 days.

                                      -18-


               In such an event, the Registrar, subject to compliance with
Section 2.07(c), shall issue Definitive Notes, registered in the name or names
and issued in any approved denominations requested by or on behalf of the
Depositary (in accordance with their respective customary procedures and based
upon directions received from participants reflecting the beneficial ownership
of Book-Entry Interests), and bearing the Private Placement Legend unless that
legend is not required by applicable law.

               (b)  Transfer and Exchange of Book-Entry Interests between Global
Notes.  In all cases, transfers of Book-Entry Interests between Global Notes
shall require compliance with subparagraph (i) below, as well as one or more of
the other following subparagraphs, as applicable:

               (i)  General Provisions Applicable to Transfers and Exchanges of
          Book-Entry Interests between Global Notes. In connection with all
          transfers and exchanges of Book-Entry Interests (other than transfers
          of Book-Entry Interests in connection with which the transferee takes
          delivery thereof in the form of a Book-Entry Interest in the same
          Global Note or transfers or exchanges resulting in the delivery of one
          or more Definitive Notes), the transferor of such Book-Entry Interest
          must deliver to the Paying Agent (1) a written and/or electronic order
          from a Participant or an indirect participant given to the Depositary
          in accordance with the Applicable Procedures directing the Depositary
          to debit or cause to be debited a Book-Entry Interest in a Global Note
          in an amount equal to the Book-Entry Interest to be transferred or
          exchanged, (2) a written and/or electronic order from a Participant or
          an Indirect Participant given to the Depositary in accordance with the
          Applicable Procedures directing the Depositary to credit or cause to
          be credited a Book-Entry Interest in another Global Note in an amount
          equal to the Book-Entry Interest to be transferred or exchanged and
          (3) written and/or electronic instructions given in accordance with
          the Applicable Procedures containing information regarding the
          Participant account to be credited with such increase.


          The requirements of this Section 2.07(b)(i) shall be deemed to have
          been satisfied in connection with any Exchange Offer upon receipt by
          the Paying Agent of instructions contained in a letter of transmittal
          delivered by any Holder tendering Book-Entry Interests in a Restricted
          Global Note in such Exchange Offer.

               (ii) Transfer of Book-Entry Interests in a Restricted Global Note
          to Another Restricted Global Note. A Book-Entry Interest in any
          Restricted Global Note may be transferred to a Person who takes
          delivery thereof in the form of a Book-Entry Interest in a different
          Restricted Global Note if the transfer complies with the requirements
          of Section 2.07(b)(i) above and the Paying Agent receives the
          following:

                    (A)  if the transferee will take delivery in the form of a
               Book-Entry Interest in a 144A Global Note, then the transferor
               must deliver a certificate in the form of Exhibit D hereto,
                                                         ---------
               including the certifications in item (1) or (3) thereof,
               together, in the case of (3), such additional documentation as
               may be required by the Trustee and the Company pursuant to the
               penultimate sentence of the Private Placement Legend, and

                    (B)  if the transferee will take delivery in the form of a
               Book-Entry Interest in a Regulation S Global Note, then the
               transferor must deliver a certificate in the form of Exhibit D
                                                                    ---------
               hereto, including the certifications in item (2) thereof.

          Upon satisfaction of the conditions set forth in this Section
          2.07(b)(ii), the Paying Agent shall (i) instruct the Depositary to
          deliver the relevant Global Note(s) to it, (ii) endorse the Schedule
          to the relevant Global Note(s) to reflect the relevant increase or
          decrease in the principal amount of such Global

                                      -19-


          Note resulting from the applicable transfer, and (iii) thereafter,
          return the Global Notes to the Depositary, together with all
          information regarding the Participant accounts to be credited and
          debited in connection with such transfer.

               (iii)  Transfer and Exchange of Book-Entry Interests in a
          Restricted Global Note for Book-Entry Interests in an Unrestricted
          Global Note. A Book-Entry Interest in any Restricted Global Note may
          be exchanged by any holder thereof for a Book-Entry Interest in an
          Unrestricted Global Note or transferred to a Person who takes delivery
          thereof in the form of a Book-Entry Interest in an Unrestricted Global
          Note if the exchange or transfer complies with the requirements of
          Section 2.07(b)(i) above and such transfer is effected pursuant to an
          effective registration statement under the Securities Act and in
          compliance with the prospectus delivery requirements of the Securities
          Act and the transferor delivers a certificate in the form of Exhibit D
                                                                       ---------
          hereto including the certifications contained in item (4) thereof.

          Upon satisfaction of the conditions set forth in this Section
          2.07(b)(iii), the Paying Agent shall (i) instruct the Custodian to
          deliver the relevant Global Note(s) to it, (ii) endorse the Schedule
          to the relevant Global Note(s) to reflect the relevant increase or
          decrease in the principal amount of such Global Note resulting from
          the applicable transfer, and (iii) thereafter, return the Global Notes
          to the Custodian, together with all information regarding the
          Participant accounts to be credited and debited in connection with
          such exchange or transfer.

          If any such transfer or exchange is effected pursuant to this Section
          2.07(b)(iii) at a time when an Unrestricted Global Note has not yet
          been issued, the Paying Agent shall so inform the Trustee and the
          Company and, thereafter, the Company shall issue and, upon receipt of
          an authentication order in the form of an Officers' Certificate from
          the Company in accordance with Section 2.02 hereof, the Trustee shall
          authenticate, one or more Unrestricted Global Notes in an aggregate
          principal amount equal to the aggregate principal amount of Book-Entry
          Interests to be transferred or exchanged.

               (c)    Exchange of Book-Entry Interests for Definitive Notes. In
all cases in connection with an exchange of a Book-Entry Interest for a
Definitive Note (which in any event is limited to the circumstances contemplated
by Section 2.07(a)), the Paying Agent and the Registrar must receive (1) a
written and/or electronic order from a Participant or an Indirect Participant
given to the Depositary in accordance with the Applicable Procedures directing
the Depositary to debit or cause to be debited a Book-Entry Interest in an
amount equal to the Book-Entry Interest to be exchanged, (2) a written order
directing the Registrar to issue or cause to be issued a Definitive Note in an
amount equal to the Book-Entry Interest to be exchanged and (3) instructions
containing information regarding the Person in whose name such Definitive Note
shall be registered to effect the exchange referred to above.

               (i)    Book-Entry Interests in Restricted Global Notes to
          Restricted Definitive Notes. A holder of a Book-Entry Interest in a
          Restricted Global Note may exchange such Book-Entry Interest for a
          Restricted Definitive Note if the exchange complies with the first
          paragraph of this Section 2.07(c) and the Paying Agent receives a
          certificate from such holder in the form of Exhibit E hereto,
                                                      ---------
          including the certifications in item (1)(a) thereof;

          Upon satisfaction of the conditions set forth in this Section
          2.07(c)(i), the Paying Agent shall (i) instruct the Custodian to
          deliver the relevant Global Note(s) to it, (ii) endorse the Schedule
          to the relevant Global Note(s) to reflect the relevant decrease in the
          principal amount of such Global Note resulting from the applicable
          transfer or exchange, (iii) thereafter, return the Global Note to the
          Custodian together with all information regarding the Participant
          accounts to be debited in connection with

                                      -20-


          such exchange or transfer and (iv) deliver to the Registrar
          instructions received by it that contain information regarding the
          Person in whose name Definitive Notes shall be registered to effect
          such exchange.

          The Company shall issue and, upon receipt of an authentication order
          in the form of an Officers' Certificate from the Company in accordance
          with Section 2.02 hereof, the Trustee shall authenticate, one or more
          Definitive Notes in an aggregate principal amount equal to the
          aggregate principal amount of Book-Entry Interests so exchanged and in
          the names set forth in the instructions received by the Registrar.

               (ii)  Book-Entry Interests in Unrestricted Global Notes to
          Unrestricted Definitive Notes. A holder of a Book-Entry Interest in an
          Unrestricted Global Note may exchange such Book-Entry Interest for a
          Definitive Note that does not bear the Private Placement Legend if the
          exchange complies with the first paragraph of this Section 2.07(c).
          Upon satisfaction of the conditions set forth in this Section
          2.07(c)(ii), the Paying Agent shall (i) instruct the Custodian to
          deliver the relevant Global Note(s) to it, (ii) endorse the Schedule
          to the relevant Global Note(s) to reflect the relevant decrease in the
          principal amount of such Global Note resulting from the exchange,
          (iii) thereafter, return the Global Note to the Custodian together
          with all information regarding the Participant accounts to be debited
          in connection with such exchange and (iv) deliver to the Registrar
          instructions received by it that contain information regarding the
          Person in whose name Definitive Notes shall be registered to effect
          such exchange.

          The Company shall issue and, upon receipt of an authentication order
          in the form of an Officers' Certificate from the Company in accordance
          with Section 2.02 hereof, the Trustee shall authenticate, one or more
          Definitive Notes in an aggregate principal amount equal to the
          aggregate principal amount of Book-Entry Interests so exchanged and in
          the names set forth in the instructions received by the Registrar.

          Book-Entry Interests in an Unrestricted Global Note cannot be
          exchanged for a Book-Entry Interest in a Restricted Global Note, nor
          can such Book Entry Interests be transferred to Persons who take
          delivery thereof in the form of a Restricted Definitive Note.

               (d)   Transfer and Exchange of Definitive Notes for Definitive
Notes. In all cases in connection with any transfer or exchange of Definitive
Notes, the Holder of such Notes shall surrender to the Registrar the Definitive
Notes for transfer or exchange duly endorsed or accompanied by a written
instruction of transfer in form satisfactory to the Registrar duly executed by
such Holder or by its attorney, duly authorized in writing. In addition, the
requesting Holder shall provide any additional certifications, documents and
information, as applicable, required pursuant to the following provisions of
this Section 2.07(d). Upon request by a Holder of Definitive Notes and such
Holder's compliance with the provisions of this Section 2.07(d), the Registrar
shall register the transfer or exchange of Definitive Notes.

               (i)   Restricted Definitive Notes to Restricted Definitive Notes.
          Any Restricted Definitive Note may be transferred to and registered in
          the name of Persons who take delivery thereof in the form of a
          Restricted Definitive Note if the Registrar receives the following:

                     (A)  if the transfer will be made pursuant to Rule 144A
               under the Securities Act, then the transferor must deliver a
               certificate in the form of Exhibit D hereto, including the
                                          ---------
               certifications in item (1) thereof; and

                                      -21-


                     (B) if the transfer will be made pursuant to Rule 903 under
               the Securities Act or Rule 904 under the Securities Act, then the
               transferor must deliver a certificate in the form of Exhibit D
                                                                    ---------
               hereto, including the certifications in item (2) thereof.

               (ii)  Restricted Definitive Notes to Unrestricted Definitive
          Notes. Any Restricted Definitive Note may be exchanged by the Holder
          thereof for an Unrestricted Definitive Note or transferred to a Person
          or Persons who take delivery thereof in the form of an Unrestricted
          Definitive Note if any such transfer is effected pursuant to an
          effective registration statement under the Securities Act and in
          compliance with the prospectus delivery requirements of the Securities
          Act and the transferor delivers a certificate in the form of Exhibit D
                                                                       ---------
          hereto including the certifications contained in item (4) thereof.

               (iii) Unrestricted Definitive Notes to Unrestricted Definitive
          Notes. A Holder of Unrestricted Definitive Notes may transfer such
          Notes to a Person who takes delivery thereof in the form of an
          Unrestricted Definitive Note. Upon receipt of a request to register
          such a transfer, consisting of the Note duly endorsed or accompanied
          by a written instrument of transfer, in form satisfactory to the
          Company and the Registrar, duly executed by the Holder or his attorney
          duly authorized in writing, the Registrar shall register the
          Unrestricted Definitive Notes pursuant to the instructions from the
          Holder thereof.

               (e)   Exchange Offers. Upon the occurrence of any Exchange Offer,
the Company shall issue and, upon receipt of an authentication order in the form
of an Officers' Certificate in accordance with Section 2.02, the Trustee shall
authenticate (i) one or more Unrestricted Global Notes in an aggregate principal
amount equal to the principal amount of the Book-Entry Interests in the
Restricted Global Notes tendered for acceptance by Persons that certify or are
deemed to have certified that (x) they are not broker-dealers that acquired the
Book-Entry Interests tendered in such Exchange Offer directly from the Company
or an Affiliate of the Company, (y) they are not participating in a distribution
of any Exchange Notes to be received in such Exchange Offer and (z) they are not
affiliates (as defined in Rule 144) of the Company, and that are accepted for
exchange in such Exchange Offer and (ii) Unrestricted Definitive Notes in an
aggregate principal amount equal to the principal amount of the Restricted
Definitive Notes tendered for acceptance by Persons who certify to the effect
set forth in (i) and that are accepted for exchange in such Exchange Offer.

               In addition, the Paying Agent shall (i) endorse the Schedule to
the Unrestricted Global Notes issued pursuant to the preceding paragraph to
reflect the principal amount of Restricted Global Notes tendered in such
Exchange Offer, (ii) deliver such Unrestricted Global Notes to the Custodian,
(iii) instruct the Depositary to deliver the relevant Restricted Global Note(s),
(iv) endorse the Schedule to such Restricted Global Note(s) to reflect the
decrease in principal amount resulting from such Exchange Offer, and (v)
thereafter, return the Restricted Global Notes to the Custodian, as the case may
be, together with all information regarding the Participant accounts to be
debited in connection with such Exchange Offer.

               (f)   Cancellation of Global Notes. At such time as all Book-
Entry Interests therein have been exchanged for Definitive Notes, a Global Note
shall be returned to or retained and canceled by the Trustee in accordance with
Section 2.12 hereof.

               (g)   General Provisions Relating to all Transfers and Exchanges.

               (i)   Title to Global Notes will pass by delivery.  To permit
          registration of transfers and exchanges of Definitive Notes, the
          Company shall execute and, upon the Company's order, the Trustee shall
          authenticate Definitive Notes at the Registrar's request.

                                      -22-


               (ii)  No service charge shall be made to a Holder for any
          registration of transfer or exchange of any Definitive Note, but the
          Company may require payment of a sum sufficient to cover any stamp or
          transfer tax, duty or governmental charge payable in connection
          therewith (other than any such stamp or transfer taxes, duties or
          similar governmental charge payable upon exchange, redemption or
          purchase pursuant to Sections 2.11, 3.06, 3.07, 4.14, 4.16 and 8.05
          hereof).

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

               (iv)  The Company shall not be required to register the transfer
          of any Definitive Notes:

                     (1) for a period of 15 calendar days prior to any date
               fixed for the redemption of the Notes;

                     (2) for a period of 15 calendar days immediately prior to
               the date fixed for selection of Notes to be redeemed in part;

                     (3) for a period of 15 calendar days prior to the record
               date with respect to any interest payment date; or

                     (4) which the holder has tendered (and not withdrawn) for
               repurchase in connection with a Change of Control Offer or an
               Excess Proceeds Offer.

               (v)   Prior to due presentment for the registration of a transfer
          of any Definitive Note, the Trustee, the Paying Agents, the Registrar,
          any Agent and the Company may deem and treat the Person in whose name
          any Note is registered as the absolute owners of such Note for the
          purpose of receiving payment of principal of and interest on such
          Notes and for all other purposes, and neither the Trustee, the Paying
          Agents, the Registrar, any Agent nor the Company shall be affected by
          notice to the contrary.

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

Section 2.08.  Replacement Notes.
               -----------------

               If a mutilated Definitive Note is surrendered to the Registrar or
the Trustee, if a mutilated Global Note is surrendered to the Paying Agent or
the Trustee, or if the Holder of a Note claims that the Note has been lost,
destroyed or wrongfully taken, the Company shall issue and the Trustee shall
authenticate a replacement Note in such form as the Notes mutilated, lost,
destroyed or wrongfully taken if, in the case of a lost, destroyed or wrongfully
taken Note, the Holder of such Note furnishes to the Company, the Trustee, the
Paying Agent (in the case of a Global Note) and/or the Registrar (in the case of
a Definitive Note), evidence reasonably acceptable to them of the ownership and
the destruction, loss or theft of such Note. If required by the Trustee, the
Paying Agent (in the case of a Global Note), the Registrar (in the case of a
Definitive Note) or the Company, an indemnity bond shall be posted, sufficient
in the judgment of each to protect the Company, the Paying Agent (in the case of
a Global Note), the Registrar (in the case of a Definitive Note) and the Trustee
from any loss that any of them may suffer if such Note is replaced. The Company
may charge such Holder for the Company's exceptional out-of-pocket expenses in
replacing such Note and the Registrar or Paying Agent,

                                      -23-


as the case may be, may charge the Company for its expenses in replacing such
Note. Every replacement Note shall constitute an additional obligation of the
Company.

Section 2.09.  Outstanding Notes.
               -----------------

               The Notes outstanding at any time are all Notes that have been
authenticated by the Trustee except for (a) those canceled by it, (b) those
delivered to it for cancellation, (c) to the extent set forth in Article Nine,
on or after the date on which the conditions set forth in Article Nine have been
satisfied, those Notes theretofore authenticated and delivered by the Trustee
hereunder and (d) those described in this Section 2.09 as not outstanding.
Subject to Section 2.10, a Note does not cease to be outstanding because the
Company or one of its Affiliates holds the Note.

               If a Note is replaced pursuant to Section 2.08, it ceases to be
outstanding unless the Trustee receives proof satisfactory to it that the
replaced Note is held by a bona fide purchaser in whose hands such Note is a
legal, valid and binding obligation of the Company.

               If the appropriate Paying Agent holds, in its capacity as such,
on any Maturity Date or on any optional redemption date, money sufficient to pay
all accrued interest, Additional Interest, if any, and principal with respect to
the Notes payable on that date and is authorized and not prohibited from paying
such money to the Holders thereof pursuant to the terms of this Indenture, then
on and after that date such Notes shall cease to be outstanding and interest on
the Notes shall cease to accrue.

Section 2.10.  Treasury Notes.
               --------------

               In determining whether the Holders of the required principal
amount of Notes have concurred in any declaration of acceleration or notice of
default or direction, waiver or consent or any amendment, modification or other
change to this Indenture, Notes owned by the Company or an Affiliate of the
Company shall be disregarded as though they were not outstanding, except that
for the purposes of determining whether the Trustee shall be protected in
relying on any such direction, waiver or consent or any amendment, modification
or other change to this Indenture, only Notes that a Responsible Officer of the
Trustee actually knows are so owned shall be so disregarded.

Section 2.11.  Temporary Notes.
               ---------------

               In the event that Definitive Notes are to be issued pursuant to
Section 2.07(a) hereto, until Definitive Notes are prepared and ready for
delivery, the Company may prepare and the Trustee shall upon receipt of a
written order of the Company authenticate temporary Notes.  Temporary Notes
shall be substantially in the form of Definitive Notes but may have variations
that the Company considers appropriate for temporary Notes.  Without
unreasonable delay, the Company shall prepare and the Trustee shall authenticate
Definitive Notes in exchange for temporary Notes.  Until such exchange,
temporary Notes shall be entitled to the same rights, benefits and privileges as
Definitive Notes.

Section 2.12.  Cancellation.
               ------------

               The Company at any time may deliver Notes to the Trustee for
cancellation.  The Registrar and each Paying Agent shall forward to the Trustee
any Notes surrendered to them for registration of transfer, exchange, payment,
redemption or purchase.  The Trustee shall cancel all Notes surrendered for
registration of transfer, exchange, payment, redemption, replacement,
cancellation or purchase and shall dispose of canceled Notes in accordance with
its policy of disposal, unless the Company directs the Trustee to return such
Notes to

                                      -24-


the Company, and, if so disposed, shall deliver a certificate of disposition
thereof to the Company. The Company may not reissue or resell, or issue new
Notes to replace, Notes that the Company has redeemed, paid or purchased, or
that have been delivered to the Trustee for cancellation.

Section 2.13.  Defaulted Interest.
               ------------------

               If the Company defaults on a payment of interest or Additional
Interest on the Notes, it shall pay the defaulted interest or Additional
Interest, plus (to the extent permitted by law) any interest payable (at the
rate borne by the Notes) on the defaulted interest or Additional Interest, in
accordance with the terms hereof, to (a) the Persons who are Holders of
Definitive Notes, if any, on a subsequent special record date, which date shall
be at least five Business Days prior to the payment date for such defaulted
interest or Additional Interest, and (b) if a Global Note is still outstanding,
to the Holder of such Global Note on such payment date.  The Company shall fix
such special record date and payment date in a manner satisfactory to the
Trustee.  At least 15 days before such special record date, the Company shall
mail to each Holder of Definitive Notes, if any, and if any Global Note is still
outstanding, to the Depositary, a notice that states the special record date, if
any, the payment date and the amount of defaulted interest or Additional
Interest, and interest payable on such defaulted interest, if any, to be paid.

Section 2.14.  CUSIP and ISIN Number; Common Code.
               ----------------------------------

               The Company may use a "CUSIP" number and may use an "ISIN" number
and a common code, and if so, such CUSIP or ISIN number and common code shall be
included in notices of redemption, repurchase or exchange as a convenience to
Holders; provided, however, that any such notice may state that no
representation is made as to the correctness or accuracy of the CUSIP or ISIN
number or common code printed in the notice or on the Notes, and that reliance
may be placed only on any other identification numbers printed on the Notes. The
Company will promptly notify the Trustee, each Paying Agent and the Registrar of
any change in the CUSIP or ISIN number and the common code.

Section 2.15.  Deposit of Moneys; Payments by Paying Agent.
               -------------------------------------------

               Prior to 10:00 a.m. New York City time on each Interest Payment
Date, Redemption Date or Maturity (unless the Company and the Paying Agent shall
agree to another time), the Company shall deposit with the Paying Agent in
immediately available funds, an amount in U.S. Dollars sufficient to make cash
payments, if any, due on such Interest Payment Date, Redemption Date or
Maturity, as the case may be.

               Principal of, premium, if any, interest and Additional Interest,
if any, on any Global Notes shall be payable at the corporate trust office or
agency of the Paying Agent in New York City maintained for such purposes. The
Company shall pay such amounts in U.S. Dollars. All payments on the Global Notes
shall be made by check or by transfer of immediately available funds to an
account of the Holder of the Global Notes in accordance with instructions given
by the Holder.

               Principal of, premium, if any, interest, Additional Interest, if
any, on any Definitive Notes shall be payable at the corporate trust office or
agency of the Registrar maintained for such purposes. In addition, interest on
Definitive Notes may be paid by check mailed to the person entitled thereto as
shown on the register for such Definitive Notes. The Company shall pay such
amounts with respect to Definitive Notes in U.S. Dollars.

                                      -25-


Section 2.16.  Restrictive Legends.
               -------------------

               Each Restricted Global Note and Restricted Definitive Note shall
bear the following legend (the "Private Placement Legend") on the face thereof
                                ------------------------
unless otherwise agreed to by the Company and the Holder thereof:

          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) IS NOT A U.S. PERSON AND IS ACQUIRING THIS
          SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER
          THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT WITHIN TWO YEARS AFTER
          THE ORIGINAL ISSUANCE OF THIS SECURITY RESELL OR OTHERWISE TRANSFER
          THIS SECURITY EXCEPT (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B)
          INSIDE THE UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER IN
          COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) OUTSIDE THE
          UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904
          UNDER THE SECURITIES ACT, (D) PURSUANT TO THE EXEMPTION FROM
          REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF
          AVAILABLE), (E) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER
          THE SECURITIES ACT OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM
          THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND (3) AGREES
          THAT IT WILL GIVE 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. THE INDENTURE CONTAINS A PROVISION
          REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF THIS
          SECURITY IN VIOLATION OF THE FOREGOING RESTRICTIONS.

                                   ARTICLE 3

                                  REDEMPTION

Section 3.01.  Notices to Trustee.
               ------------------

               If the Company elects to redeem Notes pursuant to Section 3.07,
at least 60 days prior to the Redemption Date or during such other period as the
Trustee may agree to, the Company shall notify the Trustee in writing of the
Redemption Date, the principal amount of Notes to be redeemed and the Redemption
Price, and deliver to the Trustee an Officers' Certificate stating that such
redemption will comply with the conditions contained herein.

                                     -26-


Section 3.02.  Selection of Notes to Be Redeemed.
               ---------------------------------

               In the event that less than all of the Notes are to be redeemed
at any time pursuant to an optional redemption, selection of such Notes for
redemption will be made by the Trustee on a pro rata basis, by lot or by such
method as the Trustee shall deem fair and appropriate (subject to the procedures
of DTC); provided, however, that no Notes of a principal amount of $1,000 or
less shall be redeemed in part. A new Note in a principal amount equal to the
unredeemed portion thereof will be issued in the name of the Holder thereof upon
cancellation of the original Note.

Section 3.03.  Notice of Redemption.
               --------------------

               The Notes will be redeemable in whole or in part upon not less
than 30 nor more than 60 days' prior written notice. Notices to Holders of
Definitive Notes shall also be mailed by first class mail at least 30 but not
more than 60 calendar days before the Redemption Date to each Holder at its
address appearing in the Register. For so long as any of the Notes are
represented by the Global Notes, notice to Holders shall (in addition to
publication as described above) also be given by substantially concurrent
delivery of the relevant notice to DTC for communication to the holders of the
Book-Entry Interests.

               The notice shall identify the Notes to be redeemed (including the
CUSIP/ISIN number(s) thereof) and shall state:

               (1)  the Redemption Date;

               (2)  the Redemption Price and the amount of accrued interest, if
     any, to be paid;

               (3)  the name, address and telephone number of the Paying Agent;

               (4)  that Notes called for redemption must be surrendered to the
     Paying Agent at the address specified to collect the Redemption Price plus
     accrued interest, if any;

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

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

               (7)  if fewer than all the Notes are to be redeemed, the
     identification of the particular Notes (or portion thereof equal to $1,000
     in principal amount or any integral multiple thereof) to be redeemed, as
     well as the aggregate principal amount of Notes to be redeemed and the
     aggregate principal amount of Notes to be outstanding after such partial
     redemption and that, on and after the Redemption Date, upon surrender of
     such Note, a new Note or Notes in principal amount equal to the unredeemed
     portion thereof will be issued.

Section 3.04.  Effect of Notice of Redemption.
               ------------------------------

               Once the notice of redemption described in Section 3.03 is
published and delivered or mailed, as the case may be, Notes called for
redemption become due and payable on the Redemption Date and at the

                                     -27-


Redemption Price, including any premium, plus accrued interest to the Redemption
Date, if any. Upon surrender to the Paying Agent, such Notes shall be paid at
the Redemption Price, including any premium, plus accrued interest to the
Redemption Date, if any; provided that if the Redemption Date is after a Record
Date and on or prior to the Interest Payment Date, the accrued interest shall be
payable to the Holder of any redeemed Definitive Notes registered on the
relevant Record Date.

Section 3.05.  Deposit of Redemption Price.
               ---------------------------

               On or prior to 5:00 p.m., New York City time, on the Business Day
prior to each Redemption Date (unless the Company and the Paying Agent shall
agree to another time), the Company shall have deposited with the Paying Agent
in immediately available funds U.S. Dollars sufficient to pay the Redemption
Price of and accrued interest on all Notes to be redeemed on that date.

               On and after any Redemption Date, if U.S. Dollars sufficient to
pay the Redemption Price of and accrued interest on Notes called for redemption
shall have been made available in accordance with the preceding paragraph, the
Notes called for redemption will cease to accrue interest and the only right of
the Holders of such Notes will be to receive payment of the Redemption Price of
and, subject to the proviso in Section 3.04, accrued and unpaid interest on such
Notes to the Redemption Date. If any Note called for redemption shall not be so
paid, interest will continue to accrue and be paid, from the Redemption Date
until such redemption payment is made, on the unpaid principal of the Note and
any interest not paid on such unpaid principal, in each case, at the rate and in
the manner provided for in Section 2.13.

Section 3.06.  Notes Redeemed in Part.
               ----------------------

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

Section 3.07.  Optional Redemption.
               -------------------

               The Notes will be redeemable, in whole or in part, at the option
of the Company at any time at a redemption price equal to the greater of (i)
100% of the principal amount of such Notes, and (ii) as determined by the
Quotation Agent, the sum of the present values of the remaining scheduled
payments of principal and interest thereon (not including any portion of such
payments of interest accrued as of the date of redemption) discounted to the
date of redemption on a semi-annual basis (assuming a 360-day year consisting of
twelve 30-day months) at the Adjusted Treasury Rate plus 50 basis points, plus,
in each case, accrued interest thereon to the date of redemption.

                                   ARTICLE 4

                                   COVENANTS

Section 4.01.  Payment of Notes.
               ----------------

               The Company will pay the principal, premium, if any, and interest
(including all Additional Interest) and on the Notes on the dates and in the
manner provided in the Notes and this Indenture.  An installment of principal or
interest shall be considered paid on the date it is due if the Trustee or Paying
Agent holds, for the benefit of the Holders, on that date U.S. Dollars
designated for and sufficient to pay such install-

                                     -28-


ment in full and is not prohibited from paying such money to the Holders
pursuant to the terms of this Indenture.

               The Company will pay interest on overdue principal and interest
on overdue interest, to the extent lawful as provided for in Section 2.13.

Section 4.02.  Provision of Financial Statements.
               ---------------------------------

               Whether or not the Company is subject to Section 13(a) or 15(d)
of the Exchange Act, the Company will, to the extent permitted under the
Exchange Act, file with the Commission the annual reports, quarterly reports and
other documents which the Company would have been required to file with the
Commission pursuant to such Section 13(a) or 15(d) if the Company were so
subject, such documents to be filed with the Commission on or prior to the
respective dates (the "Required Filing Dates") by which the Company would have
been required so to file such documents if the Company were so subject. The
Company will also in any event (x) within 15 days of each Required Filing Date
(i) transmit by mail to all Holders, as their names and addresses appear in the
security register, without cost to such Holders and (ii) file with the Trustee
copies of the annual reports, quarterly reports and other documents which the
Company would have been required to file with the Commission pursuant to Section
13(a) or 15(d) of the Exchange Act if the Company were subject to such Sections
and (y) if filing such documents by the Company with the Commission is not
permitted under the Exchange Act, promptly upon written request and payment of
the reasonable cost of duplication and delivery, supply copies of such documents
to any prospective Holder at the Company's cost. Delivery of such reports,
information and documents to the Trustee is for informational purposes only and
the Trustee's receipt of such shall not constitute constructive notice of any
information contained therein, including the Company's compliance with any of
its covenants hereunder (as to which the Trustee is entitled to rely exclusively
on Officer's Certificates).

Section 4.03.  Waiver of Stay, Extension or Usury Laws.
               ---------------------------------------

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

Section 4.04.  Statement by Officers.
               ---------------------

               Within 120 days after the close of each fiscal year, the Company
will file with the Trustee a brief certificate from the chief executive officer,
chief financial officer or treasurer as to his or her knowledge of the Company's
compliance with all conditions and covenants under this Indenture. For purposes
of this paragraph, such compliance shall be determined without regard to any
period of grace or requirement of notice provided under this Indenture.

                                     -29-


Section 4.05.  Corporate Existence.
               -------------------

               Subject to Article Five hereof, the Company will do or cause to
be done all things necessary to preserve and keep in full force and effect its
corporate existence and the rights (charter and statutory) and franchises of the
Company and each Guarantor; provided, however, that the Company shall not be
required to preserve any such right or franchise if the Company shall determine
that the preservation thereof is no longer desirable in the conduct of the
business and its Guarantors as a whole and that the loss thereof is not
disadvantageous in any material respect to the Holders.

Section 4.06.  Maintenance of Office or Agency.
               -------------------------------

               The Company shall maintain the offices and agencies specified in
Section 2.03 as well as an agent for receipt of service of legal process (which
may be the Company itself), which agent shall have an office located in the
State of New York.

Section 4.07.  Compliance with Laws.
               --------------------

               The Company will comply, and will cause each of its Subsidiaries
to comply, with all applicable statutes, rules, regulations, orders and
restrictions of the United States of America, all states and municipalities
thereof, and of any governmental department, commission, board, regulatory
authority, bureau, agency and instrumentality of the foregoing, in respect of
the conduct of their respective businesses and the ownership of their respective
properties, except for such noncompliances as would not in the aggregate have a
material adverse effect on the financial condition or results of operations of
the Company and its Subsidiaries taken as a whole.

Section 4.08.  Maintenance of Properties and Insurance.
               ---------------------------------------

               The Company will cause all material properties owned by the
Company or any Restricted Subsidiary or used or held for use in the conduct of
its business or the business of any Restricted Subsidiary to be maintained and
kept in good condition, repair and working order (ordinary wear and tear
excepted) and supplied with all necessary equipment and will cause to be made
all necessary repairs, renewals, replacements, betterments and improvements
thereof, all as in the judgment of the Company may be consistent with sound
business practice and necessary so that the business carried on in connection
therewith may be properly conducted at all times; provided, however, that
nothing in this Section shall prevent the Company from discontinuing the
maintenance of any of such properties if such discontinuance is, in the judgment
of the Company, desirable in the conduct of its business or the business of any
Restricted Subsidiary and not reasonably expected to have a material adverse
effect on the ability of the Company to perform its obligations hereunder.

Section 4.09.  Payment of Taxes and Other Claims.
               ---------------------------------

               The Company will pay or discharge or cause to be paid or
discharged, on or before the date the same shall become due and payable, (a) all
taxes, assessments and governmental charges levied or imposed upon the Company
or any Restricted Subsidiary shown to be due on any return of the Company or any
Restricted Subsidiary or otherwise assessed or upon the income, profits or
property of the Company or any Restricted Subsidiary if failure to pay or
discharge the same could reasonably be expected to have a material adverse
effect on the ability of the Company or any Guarantor to perform its obligations
hereunder and (b) all lawful claims for labor, materials and supplies, which, if
unpaid, would by law become a Lien upon the property of the Company or any
Restricted Subsidiary, except for any Lien permitted to be incurred under
Section 4.13, if failure to pay or discharge the same could reasonably be
expected to have a material adverse effect on

                                     -30-


the ability of the Company or any Guarantor to perform its obligations
hereunder; provided, however, that the Company shall not be required to pay or
discharge or cause to be paid or discharged any such tax, assessment, charge or
claim whose amount, applicability or validity is being contested in good faith
by appropriate proceedings properly instituted and diligently conducted and in
respect of which appropriate reserves (in the good faith judgment of management
of the Company) are being maintained in accordance with GAAP consistently
applied.

Section 4.10.  Limitation on Indebtedness.
               --------------------------

               (a)   The Company will not, and will not permit any of its
Restricted Subsidiaries to, Incur any Indebtedness (including any Acquired
Indebtedness), except that the Company and any Guarantor may Incur Indebtedness
(including any Acquired Indebtedness) and any Restricted Subsidiary that is not
a Guarantor may Incur Acquired Indebtedness if, in each case, the Consolidated
Fixed Charge Coverage Ratio for the Company for the four full fiscal quarters
immediately preceding the Incurrence of such Indebtedness taken as one period
(and after giving pro forma effect to (i) the Incurrence of such Indebtedness
and (if applicable) the application of the net proceeds therefrom, including to
refinance other Indebtedness, as if such Indebtedness was Incurred, and the
application of such proceeds occurred, at the beginning of such four-quarter
period; (ii) the Incurrence, repayment or retirement of any other Indebtedness
by the Company and its Restricted Subsidiaries since the first day of such four-
quarter period as if such Indebtedness was Incurred, repaid or retired at the
beginning of such four-quarter period (except that, in making such computation,
the amount of Indebtedness under any revolving credit facility shall be computed
based upon the average daily balance of such Indebtedness during such four-
quarter period); (iii) in the case of Acquired Indebtedness, the related
acquisition as if such acquisition occurred at the beginning of such four-
quarter period; and (iv) any acquisition or disposition by the Company and its
Restricted Subsidiaries of any company or any business or any assets out of the
ordinary course of business, whether by merger, stock purchase or sale or asset
purchase or sale, or any related repayment of Indebtedness, in each case since
the first day of such four-quarter period, assuming such acquisition or
disposition had been consummated on the first day of such four-quarter period)
is equal to at least 2.00:1.00.

               (b)   The foregoing limitation will not apply to the Incurrence
of any of the following (collectively "Permitted Indebtedness"):

               (i)   Indebtedness of the Company and any Restricted Subsidiary
     under the Credit Agreement in an aggregate principal amount at any one time
     outstanding not to exceed an amount equal to the greater of (x)
     $1,000,000,000, minus the amount of any repayment of such Indebtedness
     under the Credit Agreement pursuant to Section 4.10, and (y) the Borrowing
     Base;

               (ii)  Indebtedness of the Company pursuant to the Notes
     outstanding on the Issue Date and other Indebtedness of the Company and its
     Restricted Subsidiaries outstanding on the Issue Date (other than
     Indebtedness under the Credit Agreement);

               (iii) Indebtedness of any Guarantor pursuant to a Guarantee;

               (iv)  Indebtedness of the Company owing to a Restricted
     Subsidiary; provided that any Indebtedness of the Company owing to a
     Restricted Subsidiary that is not a Guarantor is made pursuant to an
     intercompany note in the form attached to this Indenture as Exhibit F and
                                                                 ---------
     is subordinated in right of payment from and after such time as the Notes
     shall become due and payable (whether at Stated Maturity, acceleration or
     otherwise) to the payment and performance of the Company's obligations
     under the Notes; provided, further, that any disposition, pledge or
     transfer of any such Indebtedness to a Person (other than a disposition,
     pledge or transfer to a Restricted Subsidiary or a pledge to

                                     -31-


     or for the benefit of the lenders under the Credit Agreement) shall be
     deemed to be an Incurrence of such Indebtedness by the obligor not
     permitted by this clause (iv);

               (v) Indebtedness of a Restricted Subsidiary owing to the Company
     or a Wholly Owned Restricted Subsidiary; provided that, with respect to
     Indebtedness owing to a Wholly Owned Restricted Subsidiary that is not a
     Guarantor, (x) any such Indebtedness is made pursuant to an intercompany
     note in the form attached to this Indenture as Exhibit F and (y) any such
                                                    ---------
     Indebtedness shall be subordinated in right of payment from and after such
     time as the obligations under the Guarantee by such Wholly Owned Restricted
     Subsidiary shall become due and payable to the payment and performance of
     such Wholly Owned Restricted Subsidiary's obligations under its Guarantee;
     provided, further that (a) any disposition, pledge or transfer of any such
     Indebtedness to a Person (other than a disposition, pledge or transfer to
     the Company or a Restricted Subsidiary or a pledge to or for the benefit of
     the lenders under the Credit Agreement) shall be deemed to be an Incurrence
     of such Indebtedness by the obligor not permitted by this clause (v), and
     (b) any transaction pursuant to which any Restricted Subsidiary which has
     Indebtedness owing to the Company or any other Restricted Subsidiary,
     ceases to be a Restricted Subsidiary shall be deemed to be the Incurrence
     of Indebtedness by such Restricted Subsidiary that is not permitted by this
     clause (v);

               (vi)      guarantees of any Restricted Subsidiary made in
     accordance with the provisions of Section 4.15 of this Indenture;

               (vii)     Hedging Obligations of the Company or any Guarantor
     entered into in the ordinary course of business (and not for speculative
     purposes) designed to protect against fluctuations in: (x) interest rates
     in respect of Indebtedness of the Company or any of its Restricted
     Subsidiaries, as long as such obligations at the time Incurred do not
     exceed the aggregate principal amount of such Indebtedness then outstanding
     or in good faith anticipated to be outstanding within 90 days of such
     Incurrence, (y) currencies or (z) commodities;

               (viii)    any renewals, extensions, substitutions, refundings,
     refinancings or replacements (collectively, a "refinancing") of any
     Indebtedness described in clauses (ii) and (iii) of this definition of
     "Permitted Indebtedness," including any successive refinancings so long as
     the aggregate principal amount of Indebtedness represented thereby is not
     increased by such refinancing plus the lesser of (1) the stated amount of
     any premium, interest or other payment required to be paid in connection
     with such a refinancing pursuant to the terms of the Indebtedness being
     refinanced or (2) the amount of premium, interest or other payment actually
     paid at such time to refinance the Indebtedness, plus, in either case, the
     amount of expenses of the Company incurred in connection with such
     refinancing and, in the case of Pari Passu Indebtedness or Subordinated
     Indebtedness, such refinancing does not reduce the Average Life to Stated
     Maturity or the Stated Maturity of such Indebtedness; and

               (ix)      Indebtedness, in addition to that described in clauses
     (i) through (viii) of this definition of "Permitted Indebtedness," and any
     renewals, extensions, substitutions, refinancings or replacements of such
     Indebtedness, not to exceed $75,000,000 outstanding at any one time in the
     aggregate.

Section 4.11.  Limitation on Restricted Payments.
               ---------------------------------

               (a)  The Company will not, and will not permit any Restricted
Subsidiary to, directly or indirectly:

                                     -32-


               (i)    declare or pay any dividend on, or make any distribution
     to holders of, any shares of the Company's Capital Stock (other than
     dividends or distributions payable solely in shares of its Qualified
     Capital Stock or in options, warrants or other rights to acquire such
     Qualified Capital Stock);

               (ii)   purchase, redeem or otherwise acquire or retire for value,
     directly or indirectly, any shares of the Capital Stock of the Company or
     any Affiliate thereof (other than any Wholly Owned Restricted Subsidiary of
     the Company) or options, warrants or other rights to acquire such Capital
     Stock;

               (iii)  make any principal payment on, or repurchase, redeem,
     defease, retire or otherwise acquire for value, prior to any scheduled
     principal payment, sinking fund or maturity, any Subordinated Indebtedness;

               (iv)   declare or pay any dividend or distribution on any Capital
     Stock of any Restricted Subsidiary to any Person (other than the Company or
     any of its Restricted Subsidiaries) or purchase, redeem or otherwise
     acquire or retire for value any Capital Stock of any Restricted Subsidiary
     held by any Person (other than the Company or any of its Wholly Owned
     Restricted Subsidiaries);

               (v)    Incur, create or assume any guarantee of Indebtedness of
     any Affiliate (other than a Wholly Owned Restricted Subsidiary of the
     Company); or

               (vi)   make any Investment in any Person (other than any
     Permitted Investments);

(any of the foregoing payments described in clauses (i) through (vi), other than
any such action that is a Permitted Payment, collectively, "Restricted
Payments") unless after giving effect to the proposed Restricted Payment (the
amount of any such Restricted Payment, if other than cash, as determined by the
Board of Directors of the Company, whose determination shall be conclusive and
evidenced by a board resolution), (1) no Default or Event of Default shall have
occurred and be continuing and such Restricted Payment shall not be an event
which is, or after notice or lapse of time or both, would be, an "event of
default" under the terms of any Indebtedness of the Company or its Restricted
Subsidiaries; (2) immediately before and immediately after giving effect to such
transaction on a pro forma basis, the Company could Incur $1.00 of additional
Indebtedness (other than Permitted Indebtedness) under the provisions contained
in Section 4.10; and (3) the aggregate amount of all such Restricted Payments
declared or made after the date of this Indenture does not exceed the sum of:

               (A)    50% of the aggregate cumulative Consolidated Net Income of
     the Company accrued on a cumulative basis during the period beginning on
     December 1, 1998 and ending on the last day of the Company's last fiscal
     quarter ending prior to the date of the Restricted Payment (or, if such
     aggregate cumulative Consolidated Net Income shall be a loss, minus 100% of
     such loss); plus

               (B)    the aggregate Net Cash Proceeds received after November
     17, 1999 by the Company from the issuance or sale (other than to any of its
     Subsidiaries) of its shares of Qualified Capital Stock or any options,
     warrants or rights to purchase such shares of Qualified Capital Stock of
     the Company (except, in each case, to the extent such proceeds are used to
     purchase, redeem or otherwise retire Capital Stock or Subordinated
     Indebtedness as set forth below); plus

               (C)    the aggregate Net Cash Proceeds received after November
     17, 1999 by the Company (other than from any of its Subsidiaries) upon the
     exercise of any options or warrants to purchase shares of Qualified Capital
     Stock of the Company; plus

                                     -33-


               (D)    the aggregate Net Cash Proceeds received after November
     17, 1999 by the Company from debt securities or Redeemable Capital Stock
     that has been converted into or exchanged for Qualified Capital Stock of
     the Company to the extent such debt securities or Redeemable Capital Stock
     are originally sold for cash plus the aggregate Net Cash Proceeds received
     by the Company at the time of such conversion or exchange; plus

               (E)    in the event the Company or any Restricted Subsidiary has
     made since November 17, 1999 or makes an Investment in a Person that, as a
     result of or in connection with such Investment, becomes a Restricted
     Subsidiary, an amount equal to the Company's or any Restricted Subsidiary's
     existing Investment in such Person that was previously treated as a
     Restricted Payment; plus

               (F)    so long as the Designation thereof was treated as a
     Restricted Payment made after November 17, 1999, with respect to any
     Unrestricted Subsidiary that has been redesignated as a Restricted
     Subsidiary after the Issue Date in accordance with Section 4.19, an amount
     equal to the Company's Investment in such Unrestricted Subsidiary (provided
     that such amount shall not in any case exceed the Designation Amount with
     respect to such Restricted Subsidiary upon its Designation); plus

               (G)    $50,000,000; minus

               (H)    the Designation Amount (measured as of the date of
     Designation) with respect to any Subsidiary of the Company which has been
     designated as an Unrestricted Subsidiary after November 17, 1999 in
     accordance with Section 4.19; minus

               (I)    all Restricted Payments made after November 17, 1999
     (other than Permitted Payments made and calculated on the basis set forth
     below).

               (b)    Notwithstanding the foregoing, and in the case of clauses
(ii), (iii) and (iv) below, so long as there is no Default or Event of Default
continuing, the foregoing provisions shall not prohibit the following actions
(clauses (i) through (iv) being referred to as a "Permitted Payment"):

               (i)    the payment of any dividend within 60 days after the date
          of declaration thereof, if at such date of declaration such payment
          would be permitted by the provisions of paragraph (a) of this Section
          4.11 and such payment shall be deemed to have been paid on such date
          of declaration for purposes of the calculation required by paragraph
          (a) of this Section 4.11;

               (ii)   the repurchase, redemption or other acquisition or
          retirement of any shares of any class of Capital Stock of the Company
          in exchange for (including any such exchange pursuant to the exercise
          of a conversion right or privilege or in which cash is paid in lieu of
          the issuance of fractional shares or scrip), or out of the Net Cash
          Proceeds of, a substantially concurrent issue and sale for cash (other
          than to a Subsidiary) of other shares of Qualified Capital Stock of
          the Company; provided that the Net Cash Proceeds from the issuance of
          such shares of Qualified Capital Stock are excluded from clause (3)(B)
          of paragraph (a) of this Section 4.11;

               (iii)  any repurchase, redemption, defeasance, retirement,
          refinancing or acquisition for value or payment of principal of any
          Subordinated Indebtedness in exchange for, or out of the Net Cash
          Proceeds of, a substantially concurrent issuance and sale for cash
          (other than to any Subsidiary of the Company) of any Qualified Capital
          Stock of the Company, provided that the Net Cash Proceeds from the
          issuance of such shares of Qualified Capital Stock are excluded from
          clause (3)(B) of paragraph (a) of this Section 4.11;

                                     -34-


               (iv) the repurchase, redemption, defeasance, retirement,
     refinancing or acquisition for value or payment of principal of any
     Subordinated Indebtedness (other than Redeemable Capital Stock) (a
     "refinancing") through the issuance of new Subordinated Indebtedness of the
     Company, provided that any such new Subordinated Indebtedness (1) shall be
     in a principal amount that does not exceed the principal amount so
     refinanced (or, if such Subordinated Indebtedness provides for an amount
     less than the principal amount thereof to be due and payable upon a
     declaration or acceleration thereof, then such lesser amount as of the date
     of determination), plus the lesser of (x) the stated amount of any premium,
     interest or other payment required to be paid in connection with such a
     refinancing pursuant to the terms of the Indebtedness being refinanced or
     (y) the amount of premium, interest or other payment actually paid at such
     time to refinance the Indebtedness, plus, in either case, the amount of
     expenses of the Company Incurred in connection with such refinancing; (2)
     has an Average Life to Stated Maturity greater than the remaining Average
     Life to Stated Maturity of the Notes; (3) has a Stated Maturity for its
     final scheduled principal payment later than the Stated Maturity for the
     final scheduled principal payment of the Notes; and (4) is expressly
     subordinated in right of payment to the Notes at least to the same extent
     as the Indebtedness to be refinanced.

Section 4.12.  Limitation on Transactions with Affiliates.
               ------------------------------------------

               The Company will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly, enter into or suffer to exist any
transaction or series of related transactions (including, without limitation,
the sale, purchase, exchange or lease of assets, property or services) with any
Affiliate of the Company (other than the Company or a Wholly Owned Restricted
Subsidiary) unless (i) such transaction or series of transactions is in writing
on terms that are no less favorable to the Company or such Restricted
Subsidiary, as the case may be, than would be available in a comparable
transaction in arm's-length dealings with an unrelated third party, (ii) with
respect to any transaction or series of transactions involving aggregate
payments in excess of $10,000,000, the Company delivers an Officers' Certificate
to the Trustee certifying that such transaction or series of related
transactions complies with clause (i) above and such transaction or series of
related transactions has been approved by the Board of Directors of the Company,
and (iii) with respect to a transaction or series of related transactions
involving aggregate value in excess of $25,000,000, the Company delivers to the
Trustee an opinion of either an independent investment banking firm of national
standing in the United States or an independent public accounting firm of
national standing in the United States, stating that the transaction or series
of transactions is fair to the Company or such Restricted Subsidiary;
provided, however, that this provision shall not apply to any transaction with
an officer or director of the Company entered into in the ordinary course of
business (including compensation or employee benefit arrangements with any
officer or director of the Company).

Section 4.13.  Limitations on Liens.
               --------------------

               The Company will not, and will not permit any Restricted
Subsidiary to, directly or indirectly, create, Incur, affirm or suffer to exist
any Lien of any kind upon any of its property or assets (including any
intercompany notes), owned at the date of this Indenture or acquired after the
date of this Indenture, or any income or profits therefrom, except if the Notes
(or a Guarantee, in the case of Liens of a Guarantor) are directly secured
equally and ratably with (or prior to in the case of Liens with respect to
Subordinated Indebtedness or Indebtedness of a Guarantor subordinated in right
of payment to any Guarantee) the obligation or liability secured by such Lien,
excluding, however, from the operation of the foregoing any of the following:

               (a)  any Lien existing as of the date of this Indenture;

                                      -35-


               (b) any Lien arising by reason of (1) any judgment, decree or
     order of any court, so long as such Lien is adequately bonded and any
     appropriate legal proceedings which may have been duly initiated for the
     review of such judgment, decree or order shall not have been finally
     terminated or the period within which such proceedings may be initiated
     shall not have expired; (2) taxes not yet delinquent or which are being
     contested in good faith; (3) security for payment of workers' compensation
     or other insurance; (4) good faith deposits in connection with tenders,
     leases or contracts (other than contracts for the payment of money); (5)
     zoning restrictions, easements, licenses, reservations, provisions,
     covenants, conditions, waivers, restrictions on the use of property or
     minor irregularities of title (and with respect to leasehold interests,
     mortgages, obligations, liens and other encumbrances incurred, created,
     assumed or permitted to exist and arising by, through or under a landlord
     or owner of the leased property, with or without consent of the lessee),
     none of which materially impairs the use of any parcel of property material
     to the operation of the business of the Company or any Restricted
     Subsidiary or the value of such property for the purpose of such business;
     (6) deposits to secure public or statutory obligations, or in lieu of
     surety or appeal bonds; (7) certain surveys, exceptions, title defects,
     encumbrances, easements, reservations of, or rights of others for, rights
     of way, sewers, electric lines, telegraph or telephone lines and other
     similar purposes or zoning or other restrictions as to the use of real
     property not interfering with the ordinary conduct of the business of the
     Company or any of its Restricted Subsidiaries; (8) operation of law in
     favor of mechanics, materialmen, laborers, employees or suppliers, incurred
     in the ordinary course of business for sums which are not yet delinquent or
     are being contested in good faith by negotiations or by appropriate
     proceedings which suspend the collection thereof; or (9) standard
     custodial, bailee or depository arrangements (including (x) in respect of
     deposit accounts with banks and other financial institutions and (y)
     standard customer agreements in respect of accounts for the purchase and
     sale of securities and other property with brokerage firms or other types
     of financial institutions);

               (c) any Lien now or hereafter existing on property of the Company
     or any Guarantor securing Indebtedness outstanding under the Credit
     Agreement;

               (d) any Lien securing Acquired Indebtedness created prior to (and
     not created in connection with, or in contemplation of) the incurrence of
     such Indebtedness by the Company or any Restricted Subsidiary, in each case
     which Indebtedness is permitted under the provisions of Section 4.10;
     provided that any such Lien only extends to the assets that were subject to
     such lien securing such Acquired Indebtedness prior to the related
     transaction by the Company or its Restricted Subsidiaries; and

               (e) any extension, renewal, refinancing or replacement, in whole
     or in part, of any Lien described in the foregoing clauses (a) through (d)
     so long as the amount of security is not increased thereby.

Section 4.14.  Limitation on Sale of Assets.
               ----------------------------

               (a) The Company will not, and will not permit any of its
Restricted Subsidiaries to, directly or indirectly, consummate an Asset Sale
(other than an Asset Swap permitted by clause (g) below of this Section 4.14)
unless (i) at least 75% of the proceeds from such Asset Sale are received in
cash; provided, however, that the amount of (A) any liabilities (as shown on the
Company's or such Restricted Subsidiary's most recent balance sheet or the notes
thereto) of the Company or any Restricted Subsidiary that are assumed by the
transferee in such Asset Sale and from which the Company or such Restricted
Subsidiary is released and (B) any notes or other obligations received by the
Company or any such Restricted Subsidiary from such transferee that are
immediately converted by the Company or such Restricted Subsidiary into cash,
shall be deemed cash for purposes of this Section 4.14, and (ii) the Company or
such Restricted Subsidiary receives consideration

                                      -36-


at the time of such Asset Sale at least equal to the Fair Market Value of the
shares or assets sold (other than in the case of an involuntary Asset Sale, as
determined by the Board of Directors of the Company and evidenced in a board
resolution).

          (b) If all or a portion of the Net Cash Proceeds of any Asset Sale are
not required to be applied to repay permanently any secured Indebtedness then
outstanding as required by the terms thereof, or the Company determines not to
apply such Net Cash Proceeds to the permanent repayment of such secured
Indebtedness or if no such secured Indebtedness is then outstanding, then the
Company may within 12 months of the Asset Sale, invest the Net Cash Proceeds in
other properties and assets that (as determined by the Board of Directors of the
Company) replace the properties and assets that were the subject of the Asset
Sale or in properties and assets that will be used in the businesses of the
Company or its Restricted Subsidiaries as existing at such time or reasonably
related thereto.  The amount of such Net Cash Proceeds neither used to
permanently repay or prepay secured Indebtedness nor used or invested as set
forth in this paragraph constitutes "Excess Proceeds."

          (c) When the aggregate amount of Excess Proceeds equals $10,000,000 or
more, the Company shall apply the Excess Proceeds to the repayment of the Notes
and any Pari Passu Indebtedness required to be repurchased under the instrument
governing such Pari Passu Indebtedness as follows:  (a) the Company shall make
an offer to purchase (an "Offer") from all holders of the Notes in accordance
with the procedures set forth in this Indenture in the maximum principal amount
(expressed as a multiple of $1,000) of Notes that may be purchased out of an
amount (the "Note Amount") equal to the product of such Excess Proceeds
multiplied by a fraction, the numerator of which is the outstanding principal
amount of the Notes, and the denominator of which is the sum of the outstanding
principal amount of the Notes and such Pari Passu Indebtedness (subject to
proration in the event such amount is less than the aggregate Offered Price (as
defined below) of all Notes tendered) and (b) to the extent required by such
Pari Passu Indebtedness to permanently reduce the principal amount of such Pari
Passu Indebtedness, the Company shall make an offer to purchase or otherwise
repurchase or redeem Pari Passu Indebtedness (a "Pari Passu Offer") in an amount
(the "Pari Passu Debt Amount") equal to the excess of the Excess Proceeds over
the Note Amount; provided that in no event shall the Pari Passu Debt Amount
exceed the principal amount of such Pari Passu Indebtedness plus the amount of
any premium required to be paid to repurchase such Pari Passu Indebtedness.  The
offer price shall be payable in cash in an amount equal to 100% of the principal
amount of the Notes plus accrued and unpaid interest, if any, to the date (the
"Offer Date") such Offer is consummated (the "Offered Price"), in accordance
with the procedures set forth in this Indenture.  To the extent that the
aggregate Offered Price of the Notes tendered pursuant to the Offer is less than
the Note Amount relating thereto or the aggregate amount of Pari Passu
Indebtedness that is purchased is less than the Pari Passu Debt Amount (the
amount of such shortfall, if any, constituting a "Deficiency"), the Company
shall use such Deficiency in the business of the Company and its Restricted
Subsidiaries.  Upon completion of the purchase of all the Notes tendered
pursuant to an Offer and the purchase of the Pari Passu Indebtedness pursuant to
a Pari Passu Offer, the amount of Excess Proceeds, if any, shall be reset at
zero.

          (d) If the Company becomes obligated to make an Offer pursuant to
clause (c) above, the Notes shall be purchased by the Company, at the option of
the holder thereof, in whole or in part in integral multiples of $1,000, on a
date that is not earlier than 45 days and not later than 60 days from the date
the notice is given to holders, or such later date as may be necessary for the
Company to comply with the requirements under the Exchange Act, subject to
proration in the event the Note Amount is less than the aggregate Offered Price
of all Notes tendered.

                                      -37-


          (e) The Company shall comply with the applicable tender offer rules,
including Rule 14e-1 under the Exchange Act, and any other applicable securities
laws or regulations in connection with an Offer.

          (f) The Company will not, and will not permit any Subsidiary to,
create or permit to exist or become effective any restriction (other than
restrictions existing under Indebtedness as in effect on the date of this
Indenture) as such Indebtedness may be refinanced from time to time, provided
that such restrictions are no less favorable to the Holders of Notes than those
existing on the date of this Indenture that would materially impair the ability
of the Company to make an Offer to purchase the Notes or, if such Offer is made,
to pay for the Notes tendered for purchase.

          (g) The Company will not, and will not permit any Restricted
Subsidiary to, engage in any Asset Swaps, unless:  (i) at the time of entering
into such Asset Swap, and immediately after giving effect to such Asset Swap, no
Default or Event of Default shall have occurred and be continuing or would occur
as a consequence thereof; (ii) in the event such Asset Swap involves an
aggregate amount in excess of $10,000,000, the terms of such Asset Swap have
been approved by a majority of the members of the board of directors of the
Company which determination shall include a determination that the Fair Market
Value of the assets being received in such swap are at least equal to the Fair
Market Value of the assets being swapped and (iii) in the event such Asset Swap
involves an aggregate amount in excess of $20,000,000, the Company has also
received a written opinion from an independent investment banking firm of
nationally recognized standing or an independent public accounting firm of
nationally recognized standing that such Asset Swap is fair to the Company or
such Restricted Subsidiary, as the case may be, from a financial point of view.

          (h) Subject to paragraphs (c) and (f) above, within 30 days after the
date on which the amount of Excess Proceeds equals or exceeds $10,000,000, the
Company shall send or cause to be sent by first-class mail, postage prepaid, to
the Trustee and to each Holder of the Notes, at its address appearing in the
Register, in the case of Definitive Notes, or the books and records of the
Paying Agent, in the case of Global Notes, a notice stating or including:

          (1) that the Holder has the right to require the Company to
     repurchase, subject to proration, such Holder's Notes at the Offered Price;

          (2) the Offer Date;

          (3) the instructions a Holder must follow in order to have its Notes
     purchased in accordance with paragraph (c) of this Section; and

          (4) (i) the most recently filed Annual Report on Form 10-K (including
     audited consolidated financial statements) of the Company, the most recent
     subsequently filed Quarterly Report on Form 10-Q and any Current Report on
     Form 8-K of the Company filed subsequent to such Quarterly Report, other
     than Current Reports describing Asset Sales otherwise described in the
     offering materials (or corresponding successor reports) (or in the event
     the Company is not required to prepare any of the foregoing Forms, the
     comparable information required pursuant to Section 4.02), (ii) a
     description of material developments in the Company's business subsequent
     to the date of the latest of such Reports, (iii) if material, appropriate
     pro forma financial information, and (iv) such other information, if any,
     concerning the business of the Company which the Company in good faith
     believes will enable such Holders to make an informed investment decision.

                                      -38-


          (i) Holders electing to have Notes purchased hereunder will be
required to surrender such Notes at the address specified in the notice at least
three Business Days prior to the Offer Date.  Holders will be entitled to
withdraw their election to have their Notes purchased pursuant to this Section
4.14 if the Company receives, not later than three Business Days prior to the
Offer Date, a telegram, telex, facsimile transmission or letter setting forth
(1) the name of the Holder, (2) the certificate number of the Note in respect of
which such notice of withdrawal is being submitted, (3) the principal amount of
the Note (which shall be (Pounds)1,000 or an integral multiple thereof)
delivered for purchase by the Holder as to which its election is to be
withdrawn, (4) a statement that such Holder is withdrawing its election to have
such principal amount of such Note purchased, and (5) the principal amount, if
any, of such Note (which shall be (Pounds)1,000 or an integral multiple thereof)
that remains subject to the original notice of the Offer and that has been or
will be delivered for purchase by the Company.

          (j) The Company shall (i) not later than the Offer Date, accept for
payment Notes or portions thereof tendered pursuant to the Offer, (ii) not later
than 10:00 a.m. (New York time) on the Offer Date, deposit with the Trustee or
with a Paying Agent (or, if the Company is acting as its own Paying Agent,
segregate and hold in trust as provided in Section 2.05) an amount of money in
same day funds (or New York Clearing House funds if such deposit is made prior
to the Offer Date) sufficient to pay the aggregate Offered Price of all the
Notes or portions thereof which are to be purchased on that date and (iii) not
later than the Offer Date, deliver to the Paying Agent (if other than the
Company) an Officers' Certificate stating the Notes or portions thereof accepted
for payment by the Company.

          Subject to applicable escheat laws, as provided in the Notes, the
Trustee and the Paying Agent shall return to the Company any cash that remains
unclaimed, together with interest, if any, thereon, held by them for the payment
of the Offering Price; provided, however, that, (x) to the extent that the
aggregate amount of cash deposited by the Company with the Trustee in respect of
an Offer exceeds the aggregate Offered Price of the Notes or portions thereof to
be purchased, then the Trustee shall hold such excess for the Company and (y)
unless otherwise directed by the Company in writing, promptly after the Business
Day following the Offer Date the Trustee shall return any such excess to the
Company together with interest or dividends, if any, thereon.

          (k) Notes to be purchased shall, on the Offer Date, become due and
payable at the Offered Price and from and after such date (unless the Company
shall default in the payment of the Offered Price) such Notes shall cease to
bear interest.  Such Offered Price shall be paid to such Holder promptly
following the later of the Offer Date and the time of delivery of such Note to
the relevant Paying Agent at the office of such Paying Agent by the Holder
thereof in the manner required.  Upon surrender of any such Note for purchase in
accordance with the foregoing provisions, such Note shall be paid by the Company
at the Offered Price; provided, however, that installments of interest whose
Stated Maturity is on or prior to the Offer Date shall be payable to the Holders
of such Notes, registered as such on the relevant record dates according to the
terms and the provisions of Section 2.04 of this Indenture; provided, further,
that Notes to be purchased are subject to proration in the event the Excess
Proceeds are less than the aggregate Offered Price of all Notes tendered for
purchase, with such adjustments as may be appropriate by the Trustee so that
only Notes in denominations of $1,000 or integral multiples thereof, shall be
purchased.  If any Note tendered for purchase shall not be so paid upon
surrender thereof by deposit of funds with the Trustee or a Paying Agent in
accordance with paragraph (j) above, the principal thereof (and premium, if any,
thereon) shall, until paid, bear interest from the Offer Date at the rate borne
by such Note.  Any Note that is to be purchased only in part shall be
surrendered to a Paying Agent at the office of such Paying Agent (with, if the
Company, the note registrar designated pursuant to Section 2.03 of this
Indenture or the Trustee so requires, due endorsement by, or a written
instrument of transfer in form satisfactory to the Company and the note
registrar or the Trustee duly executed by, the Holder thereof or such Holder's
attorney duly authorized in writing), and the Company shall execute and the
Trustee shall authenticate and deliver to the Holder of such Note, without
service charge, one or more new Notes of any

                                      -39-


authorized denomination as requested by such Holder in an aggregate principal
amount equal to, and in exchange for, the portion of the principal amount of the
Note so surrendered that is not purchased.

Section 4.15.  Limitation on Guarantees by Restricted Subsidiaries.
               ---------------------------------------------------

               In the event the Company (i) organizes or acquires any Domestic
Restricted Subsidiary after November 17, 1999 that is not a Guarantor and causes
or permits such Restricted Subsidiary to, directly or indirectly, guarantee the
payment of any Indebtedness ("Other Indebtedness") of the Company or any
Guarantor or (ii) causes or permits any Foreign Restricted Subsidiary that is
not a Guarantor to, directly or indirectly, guarantee the payment of any Other
Indebtedness, then, in each case the Company shall cause such Restricted
Subsidiary to simultaneously execute and deliver a supplemental indenture to
this Indenture pursuant to which it will become a Guarantor under this
Indenture; provided, however, that in the event a Domestic Restricted Subsidiary
is acquired in a transaction in which a merger agreement is entered into, such
Domestic Restricted Subsidiary shall not be required to execute and deliver such
supplemental indenture until the consummation of the merger contemplated by any
such merger agreement; provided, further, that if such Other Indebtedness is (i)
Indebtedness that is ranked pari passu in right of payment with the Notes or the
Guarantees of such Restricted Subsidiary, as the case may be, the Guarantee of
such Restricted Subsidiary shall be pari passu in right of payment with the
guarantee of the Other Indebtedness; or (ii) Subordinated Indebtedness, the
Guarantees of such Restricted Subsidiary shall be senior in right of payment to
the guarantee of the Other Indebtedness (which guarantee of such Subordinated
Indebtedness shall provide that such guarantee is subordinated to the Guarantees
of such Subsidiary to the same extent and in the same manner as the Other
Indebtedness is subordinated to the Notes or the Guarantee of such Restricted
Subsidiary, as the case may be).

               If the Notes are defeased in accordance with the terms of Article
Nine of this Indenture, or if, subject to the requirements of Article Five of
this Indenture, all or substantially all of the assets of any Guarantor or all
of the Capital Stock of any Guarantor are sold (including by issuance or
otherwise) by the Company in a transaction constituting an Asset Sale, and if
(x) the Net Cash Proceeds from such Asset Sale are used in accordance with
Section 4.14 or (y) the Company delivers to the Trustee an Officers' Certificate
to the effect that the Net Cash Proceeds from such Asset Sale shall be used in
accordance with Section 4.14 and within the time limits specified by such
Section, then such Guarantor or the Guarantors, as the case may be (in the event
of a defeasance of the Notes or sale or other disposition of all of the Capital
Stock of such Guarantor), or the corporation acquiring such assets (in the event
of a sale or other disposition of all or substantially all of the assets of such
Guarantor) shall be released and discharged of its Guarantee obligations in
respect of this Indenture and the Notes.

               Any Guarantor that is designated an Unrestricted Subsidiary
pursuant to and in accordance with Section 4.19 shall upon such Designation be
released and discharged of its Guarantee obligations in respect of this
Indenture and the Notes and any Unrestricted Subsidiary whose Designation is
revoked pursuant to Section 4.19 will be required to become a Guarantor in
accordance with Article Ten.

               In addition, a Guarantee of a Guarantor shall be released upon
the sale or transfer of all or substantially all of the assets or all of the
Capital Stock of such Guarantor; provided, that either (i) such sale or transfer
complies with the provisions set forth in Section 4.14 or (ii) such sale or
transfer need not comply with the provisions set forth in Section 4.14 because
the assets or Capital Stock so sold or transferred does not constitute an "Asset
Sale" by operation of the provisions of clause (y) of the last sentence of the
definition of Asset Sale.

                                      -40-


Section 4.16.  Purchase of Notes upon a Change of Control.
               ------------------------------------------

               (a) If a Change of Control shall occur at any time, then each
Holder of Notes shall have the right to require that the Company purchase such
Holder's Notes in whole or in part in integral multiples of $1,000, at a
purchase price (the "Change of Control Purchase Price") in cash in an amount
equal to 101% of the principal amount of such Notes, plus accrued and unpaid
interest, if any, to the date of purchase (the "Change of Control Purchase
Date"), pursuant to the offer described in subsection (b) of this Section (the
"Change of Control Offer") and in accordance with the procedures set forth in
subsections (b), (c), (d) and (e) of this Section.

               (b) Within 30 days following any Change of Control, the Company
shall notify the Trustee thereof, give written notice (a "Change of Control
Purchase Notice") of such Change of Control to each Holder by first-class mail,
postage prepaid, at its address appearing in the Register, in the case of
Definitive Notes, or in the books and records of the Paying Agent, in the case
of Global Notes stating or including:

               (1) that a Change of Control has occurred, the date of such
     event, and that such Holder has the right to require the Company to
     repurchase such Holder's Notes at the Change of Control Purchase Price;

               (2) the circumstances and relevant facts regarding such Change of
     Control (including but not limited to information with respect to pro forma
     historical income, cash flow and capitalization after giving effect to such
     Change of Control, if any);

               (3) (i) the most recently filed Annual Report on Form 10-K
     (including audited consolidated financial statements) of the Company, the
     most recent subsequently filed Quarterly Report on Form 10-Q, as
     applicable, and any Current Report on Form 8-K of the Company filed
     subsequent to such Quarterly Report (or in the event the Company is not
     required to prepare any of the foregoing Forms, the comparable information
     required to be prepared by the Company and any Guarantor pursuant to
     Section 4.19), (ii) a description of material developments in the Company's
     business subsequent to the date of the latest of such reports and (iii)
     such other information, if any, concerning the business of the Company
     which the Company in good faith believes will enable such Holders to make
     an informed investment decision;

               (4) that the Change of Control Offer is being made pursuant to
     this Section 4.16 and that all Notes properly tendered pursuant to the
     Change of Control Offer will be accepted for payment at the Change of
     Control Purchase Price;

               (5) the Change of Control Purchase Date, which shall be a
     Business Day no earlier than 30 days nor later than 60 days from the date
     such notice is mailed, or such later date as is necessary to comply with
     requirements under the Exchange Act;

               (6) the Change of Control Purchase Price;

               (7) the names and addresses of the Paying Agent and the offices
     or agencies referred to in Section 2.03;

               (8) that Notes must be surrendered on or prior to the Change of
     Control Purchase Date to the Paying Agent at the office of the Paying Agent
     or to an office or agency referred to in Section 2.03 to collect payment;

                                      -41-


               (9)  that the Change of Control Purchase Price for any Note which
     has been properly tendered and not withdrawn will be paid promptly
     following the Change of Control Offer Purchase Date;

               (10) the procedures for withdrawing a tender of Notes and Change
     of Control Purchase Notice;

               (11) that any Note not tendered will continue to accrue interest;
     and

               (12) that, unless the Company defaults in the payment of the
     Change of Control Purchase Price, any Notes accepted for payment pursuant
     to the Change of Control Offer shall cease to accrue interest after the
     Change of Control Purchase Date.

               (c)  Upon receipt by the Company of the proper tender of Notes,
the Holder of the Note in respect of which such proper tender was made shall
(unless the tender of such Note is properly withdrawn) thereafter be entitled to
receive solely the Change of Control Purchase Price with respect to such Note.
Upon surrender of any such Note for purchase in accordance with the foregoing
provisions, such Note shall be paid by the Company at the Change of Control
Purchase Price; provided, however, that installments of interest whose Stated
Maturity is on or prior to the Change of Control Purchase Date shall be payable
to the Holders of such Notes registered as such on the relevant record dates
according to the terms and the provisions of Section 2.04. If any Note tendered
for purchase shall not be so paid upon surrender thereof, the principal thereof
(and premium, if any, thereon) shall, until paid, bear interest from the Change
of Control Purchase Date at the rate borne by such Note. Holders electing to
have Notes purchased will be required to surrender such Notes to the Paying
Agent at the address specified in the Change of Control Purchase Notice at least
two Business Days prior to the Change of Control Purchase Date. Any Note that is
to be purchased only in part shall be surrendered to a Paying Agent at the
office of such Paying Agent (with, if the note registrar designated pursuant to
Section 2.03 or the Trustee so requires, due endorsement by, or a written
instrument of transfer in form satisfactory to the Company and the note
registrar or the Trustee, as the case may be, duly executed by, the Holder
thereof or such Holder's attorney duly authorized in writing), and the Company
shall execute and the Trustee shall authenticate and deliver to the Holder of
such Note, without service charge, one or more new Notes of any authorized
denomination as requested by such Holder in an aggregate principal amount equal
to, and in exchange for, the portion of the principal amount of the Note so
surrendered that is not purchased.

               (d)  The Company shall (i) not later than the Change of Control
Purchase Date, accept for payment Notes or portions thereof tendered pursuant to
the Change of Control Offer, (ii) not later than 5:00 p.m. (New York City time)
on the day preceding the Change of Control Purchase Date (unless the Company and
the Paying Agent agree to a different time), deposit with the Paying Agent an
amount of cash sufficient to pay the aggregate Change of Control Purchase Price
of all the Notes or portions thereof which are to be purchased as of the Change
of Control Purchase Date and (iii) not later than the Change of Control Purchase
Date, deliver to the Paying Agent an Officers' Certificate stating the Notes or
portions thereof accepted for payment by the Company.  The Paying Agent shall
promptly mail or deliver to Holders of Notes so accepted payment in an amount
equal to the Change of Control Purchase Price of the Notes purchased from each
such Holder, and the Company shall execute and the Trustee shall promptly
authenticate and mail or deliver to such Holders a new Note equal in principal
amount to any unpurchased portion of the Note surrendered.  Any Notes not so
accepted shall be promptly mailed or delivered by the Paying Agent at the
Company's expense to the Holder thereof.  The Company will publicly announce the
results of the Change of Control Offer on the Change of Control Purchase Date.
For purposes of this Section 4.16, the Company shall choose a Paying Agent which
shall not be the Company.

                                      -42-


               (e) A Change of Control Purchase Notice may be withdrawn before
or after delivery by the Holder to the Paying Agent at the office of the Paying
Agent of the Note to which such Change of Control Purchase Notice relates, by
means of a written notice of withdrawal delivered by the Holder to the Paying
Agent at the office of the Paying Agent or to the office or agency referred to
in Section 2.03 to which the related Change of Control Purchase Notice was
delivered not later than three Business Days prior to the Change of Control
Purchase Date specifying, as applicable:

               (1) the name of the Holder;

               (2) the certificate number of the Note in respect of which such
     notice of withdrawal is being submitted;

               (3) the principal amount of the Note (which shall be $1,000 or an
     integral multiple thereof) delivered for purchase by the Holder as to which
     such notice of withdrawal is being submitted; and

               (4) the principal amount, if any, of such Note (which shall be
     $1,000 or an integral multiple thereof) that remains subject to the
     original Change of Control Purchase Notice and that has been or will be
     delivered for purchase by the Company.

               (f) Subject to applicable escheat laws, as provided in the Notes,
the Trustee and the Paying Agent shall return to the Company any cash that
remains unclaimed, together with interest or dividends, if any, thereon, held by
them for the payment of the Change of Control Purchase Price; provided, however,
that, (x) to the extent that the aggregate amount of cash deposited by the
Company pursuant to clause (ii) of paragraph (d) above exceeds the aggregate
Change of Control Purchase Price of the Notes or portions thereof to be
purchased, then the Trustee shall hold such excess for the Company and (y)
unless otherwise directed by the Company in writing, promptly after the Business
Day following the Change of Control Purchase Date the Trustee shall return any
such excess to the Company together with interest, if any, thereon.

               (g) The Company shall comply with the applicable tender offer
rules, including Rule 14e-1 under the Exchange Act, and any other applicable
securities laws or regulations in connection with a Change of Control Offer.

               (h) The Company will not, and will not permit any Subsidiary to,
create or permit to exist or become effective any restriction (other than
restrictions existing under Indebtedness as in effect on the date of this
Indenture) that would materially impair the ability of the Company to make a
Change of Control Offer to purchase the Notes or, if such Change of Control
Offer is made, to pay for the Notes tendered for purchase.

Section 4.17.  Limitation on Restricted Subsidiary Capital Stock.
               -------------------------------------------------

               The Company will not permit any Restricted Subsidiary of the
Company to issue any Capital Stock, except for (i) Capital Stock issued to and
held by the Company or a Wholly Owned Restricted Subsidiary, (ii) Capital Stock
issued by a Person prior to the time (A) such Person becomes a Restricted
Subsidiary, (B) such Person merges with or into a Restricted Subsidiary or (C) a
Restricted Subsidiary merges with or into such Person, provided that such
Capital Stock was not issued or incurred by such Person in anticipation of the
type of transaction contemplated by subclauses (A), (B) or (C), (iii) Capital
Stock issued or sold by a Restricted Subsidiary where, immediately after giving
effect to such issuance or sale, such Restricted Subsidiary would no longer
constitute a Restricted Subsidiary, and (iv) Capital Stock issued to any
minority owner of a Restricted

                                      -43-


Subsidiary; provided that immediately after giving effect to such issuance, (A)
such Restricted Subsidiary remains a Restricted Subsidiary and (B) the Company
has at least the same percentage of beneficial ownership in such Restricted
Subsidiary as immediately prior to such issuance.

Section 4.18.  Limitation on Dividends and Other Payment
               Restrictions Affecting Restricted
               ----------------------------------
               Subsidiaries.
               -------------

               The Company will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to
exist or become effective any encumbrance or restriction on the ability of any
Restricted Subsidiary of the Company to (i) pay dividends or make any other
distribution on its Capital Stock, (ii) pay any Indebtedness owed to the Company
or a Restricted Subsidiary of the Company, (iii) make any Investment in the
Company or a Restricted Subsidiary of the Company or (iv) transfer any of its
properties or assets to the Company or any Restricted Subsidiary, except (a) any
encumbrance or restriction pursuant to an agreement in effect on the date of
this Indenture; (b) any encumbrance or restriction, with respect to a Restricted
Subsidiary that was not a Restricted Subsidiary of the Company on the date of
this Indenture, in existence at the time such Person becomes a Restricted
Subsidiary of the Company and, in the case of clauses (a) and (b), not incurred
in connection with, or in contemplation of, such Person becoming a Restricted
Subsidiary; (c) any encumbrance or restriction existing under any agreement that
extends, renews, refinances or replaces the agreements containing the
encumbrances or restrictions in the foregoing clauses (a) and (b), or in this
clause (c), provided that the terms and conditions of any such encumbrances or
restrictions are not materially less favorable to the holders of the Notes than
those under or pursuant to the agreement evidencing the Indebtedness so
extended, renewed, refinanced or replaced (except that an encumbrance or
restriction that is not more restrictive than those set forth in this Indenture
shall in any event be permitted hereunder); and (d) any encumbrance or
restriction created pursuant to an asset sale agreement, stock sale agreement or
similar instrument pursuant to which an Asset Sale permitted under Section 4.14
is to be consummated, so long as such restriction or encumbrance shall be
effective only for a period from the execution and delivery of such agreement or
instrument through a termination date not later than 270 days after such
execution and delivery.

Section 4.19.  Designation of Unrestricted Subsidiaries.
               ----------------------------------------

               The Company may designate after the Issue Date any Subsidiary of
the Company as an "Unrestricted Subsidiary" under this Indenture (a
"Designation") only if:

               (i)    no Default or Event of Default shall have occurred and be
     continuing at the time of or after giving effect to such Designation;

               (ii)   at the time of and after giving effect to such
     Designation, the Company could Incur $1.00 of additional Indebtedness
     (other than Permitted Indebtedness) under the Consolidated Fixed Charge
     Coverage Ratio of the first paragraph of Section 4.10(a); and

               (iii)  the Company would be permitted to make an Investment
     (other than a Permitted Investment) at the time of Designation (assuming
     the effectiveness of such Designation) pursuant to Section 4.11(a) above in
     an amount (the "Designation Amount") equal to the amount of the Company's
     Investment in such Subsidiary on such date.

               Neither the Company nor any Restricted Subsidiary shall at any
time (x) provide credit support for, subject any of its property or assets
(other than the Capital Stock of any Unrestricted Subsidiary) to the
satisfaction of, or guarantee, any Indebtedness of any Unrestricted Subsidiary
(including any undertaking,

                                      -44-


agreement or instrument evidencing such Indebtedness) or (y) be directly or
indirectly liable for any Indebtedness of any Unrestricted Subsidiary. For
purposes of the foregoing, the Designation of a Subsidiary of the Company as an
Unrestricted Subsidiary shall be deemed to include the Designation of all of the
Subsidiaries of such Subsidiary.

               The Company may revoke any Designation of a Subsidiary as an
Unrestricted Subsidiary (a "Revocation") only if:

               (i)  no Default or Event of Default shall have occurred and be
     continuing at the time of and after giving effect to such Revocation; and

               (ii) all Liens and Indebtedness of such Unrestricted Subsidiary
     outstanding immediately following such Revocation would, if Incurred at
     such time, have been permitted to be Incurred for all purposes of this
     Indenture.

               All Designations and Revocations must be evidenced by resolutions
of the Board of Directors of the Company, delivered to the Trustee certifying
compliance with the foregoing provisions.

Section 4.20.  [Intentionally omitted]

Section 4.21.  Waiver of Certain Covenants.
               ----------------------------

               The Company may omit in a particular instance to comply with any
covenant or condition set forth in Sections 4.01 through 4.21, if, before or
after the time for such compliance, the Holders of not less than a majority in
aggregate principal amount of the Notes at the time outstanding or shall, by act
of such Holders, waive such compliance in such instance with such covenant or
condition, but no such waiver shall extend to or affect such covenant or
condition except to the extent so expressly waived, and, until such waiver shall
become effective, the obligations of the Company and the duties of the Trustee
in respect of any such covenant or condition shall remain in full force and
effect.

Section 4.22.  Limitation of Applicability of Certain Covenants if Notes Rated
               Investment Grade.
               ---------------------------------------------------------------

               Notwithstanding the foregoing, the Company's and its Restricted
Subsidiaries' obligations to comply with the provisions of this Indenture
described in Sections 4.10, 4.11, 4.12, 4.17, 4.18, 4.19 and 5.01(a)(iv) will
terminate and cease to have any further effect from and after the first date
when the Notes are rated Investment Grade.

                                   ARTICLE 5

                             SUCCESSOR CORPORATION

Section 5.01.  Company or Any Guarantor May Consolidate, etc., Only on

               Certain Terms.
               -------------------------------------------------------

               (a)  The Company shall not, in a single transaction or through a
series of related transactions, consolidate with or merge with or into any other
Person or sell, assign, convey, transfer, lease or otherwise

                                      -45-


dispose of all or substantially all of its properties and assets as an entirety
to any Person or group of affiliated Persons, or permit any of its Restricted
Subsidiaries to enter into any such transaction or transactions if such
transaction or transactions, in the aggregate, would result in a sale,
assignment, conveyance, transfer, lease or disposal of all or substantially all
of the properties and assets of the Company and its Restricted Subsidiaries on a
Consolidated basis to any other Person or group of affiliated Persons, unless at
the time and after giving effect thereto:

            (i)     either (a) the Company shall be the continuing corporation,
     or (b) the Person (if other than the Company) formed by such consolidation
     or into which the Company is merged or the Person which acquires by sale,
     assignment, conveyance, transfer, lease or disposition of all or
     substantially all of the properties and assets of the Company and its
     Restricted Subsidiaries on a Consolidated basis (the "Surviving Entity")
     shall be a corporation duly organized and validly existing under the laws
     of the United States of America, any state thereof or the District of
     Columbia and such Person assumes, by a supplemental indenture in a form
     reasonably satisfactory to the Trustee, all the obligations of the Company
     under the Notes and this Indenture shall remain in full force and effect;

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

            (iii)   immediately after giving effect to such transaction on a pro
     forma basis, the Consolidated Net Worth of the Company (or the Surviving
     Entity if the Company is not the continuing obligor under this Indenture)
     is equal to or greater than the Consolidated Net Worth of the Company
     immediately prior to such transaction;

            (iv)    immediately before and immediately after giving effect to
     such transaction on a pro forma basis (on the assumption that the
     transaction occurred on the first day of the four-quarter period
     immediately prior to the consummation of such transaction with the
     appropriate adjustments with respect to the transaction being included in
     such pro forma calculation), the Company (or the Surviving Entity if the
     Company is not the continuing obligor under this Indenture) could incur
     $1.00 of additional Indebtedness under Section 4.10 (other than Permitted
     Indebtedness);

            (v)     each Guarantor, if any, unless it is the other party to the
     transactions described above, shall have by supplemental indenture
     confirmed that its Guarantee shall apply to such Person's obligations under
     this Indenture and the Notes;

            (vi)    if any of the property or assets of the Company or any of
     its Restricted Subsidiaries would thereupon become subject to any Lien, the
     provisions of Section 4.13 are complied with; and

            (vii)   the Company or the Surviving Entity shall have delivered, or
     caused to be delivered, to the Trustee, in form and substance reasonably
     satisfactory to the Trustee, an Officers' Certificate and an Opinion of
     Counsel, each to the effect that such consolidation, merger, transfer,
     sale, assignment, conveyance, lease or other transaction and the
     supplemental indenture in respect thereto comply with this Indenture and
     that all conditions precedent therein or herein provided for relating to
     such transaction have been complied with.

            (b)     Each Guarantor shall not, and the Company will not permit a
Guarantor to, in a single transaction or through a series of related
transactions, merge or consolidate with or into any other corporation (other
than the Company or any other Guarantor) or other entity, or sell, assign,
convey, transfer, lease or

                                      -46-


otherwise dispose of all or substantially all of its properties and assets on a
consolidated basis to any entity (other than the Company or any other Guarantor)
unless at the time and after giving effect thereto:

               (i)    either (1) such Guarantor shall be the continuing
     corporation or partnership or (2) the entity (if other than such Guarantor)
     formed by such consolidation or into which such Guarantor is merged or the
     entity which acquires by sale, assignment, conveyance, transfer, lease or
     disposition the properties and assets of such Guarantor shall be a
     corporation duly organized and validly existing under the laws of the
     United States, any state thereof or the District of Columbia and shall
     expressly assume by an indenture supplemental hereto, executed and
     delivered to the Trustee, all the obligations of such Guarantor under its
     Guarantee and this Indenture;

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

               (iii)  such Guarantor shall have delivered to the Trustee an
     Officers' Certificate and an Opinion of Counsel, each stating that such
     consolidation, merger, sale, assignment, conveyance, transfer, lease or
     disposition and such supplemental indenture comply with this Indenture, and
     thereafter all obligations of the predecessor shall terminate.

The provisions of this Section 5.01(b) shall not apply to any transaction
(including any Asset Sale made in accordance with Section 4.14) with respect to
any Guarantor (i) if the Guarantee of such Guarantor is released in connection
with such transaction in accordance with the last sentence of Section 4.15 or
(ii) if such transaction need not comply with the provisions set forth in
Section 4.14 because the properties or assets so sold, assigned, conveyed,
transferred, leased or otherwise disposed of do not constitute an "Asset Sale"
by operation of the provisions of clause (y) of the last sentence of the
definition of Asset Sale.

Section 5.02.  Successor Substituted.
               ---------------------

               Upon any consolidation or merger, or any sale, assignment,
conveyance, transfer, lease or disposition of all or substantially all of the
properties and assets of the Company or any Guarantor (except, in the case of a
Guarantor, pursuant to a transaction set forth in the last paragraph of Section
5.01(b)) in accordance with Section 5.01, the successor Person formed by such
consolidation or into which the Company or such Guarantor, as the case may be,
is merged or the successor Person to which such sale, assignment, conveyance,
transfer, lease or disposition is made shall succeed to, and be substituted for,
and may exercise every right and power of, the Company or such Guarantor, as the
case may be, under this Indenture, the Notes and/or the Guarantees, as the case
may be, with the same effect as if such successor had been named as the Company
or such Guarantor, as the case may be, herein, in the Notes and/or in the
Guarantees, as the case may be. When a successor assumes all the obligations of
its predecessor under this Indenture, the Notes or a Guarantee, as the case may
be, the predecessor shall be released from those obligations; provided that in
the case of a transfer by lease, the predecessor shall not be released from the
payment of principal and interest on the Notes or a Guarantee, as the case may
be.

                                      -47-


                                   ARTICLE 6

                             DEFAULTS AND REMEDIES

Section 6.01.  Events of Default.
               -----------------

               Whenever used herein or in this Indenture, an "Event of Default"
means any one of the following events (whatever the reason for such Event of
Default and whether it shall be occasioned by the provisions of this Article Six
or be voluntary or involuntary or be effected by operation of law or pursuant to
any judgment, decree or order of any court or any order, rule or regulation of
any administrative or governmental body):

               (a)  there shall be a default in the payment of any interest on
          any Note when it becomes due and payable, and such default shall
          continue for a period of 30 days;

               (b)  there shall be a default in the payment of the principal of
          (or premium, if any, on) any Note at its Maturity (upon acceleration,
          optional or mandatory redemption, required repurchase or otherwise);

               (c)  (i) there shall be a default in the performance, or breach,
          of any covenant or agreement of the Company or any Guarantor under
          this Indenture (other than a default in the performance, or breach, of
          a covenant or agreement which is specifically dealt with in clauses
          (a) or (b) or in clauses (ii), (iii) and (iv) of this clause (c)) and
          such default or breach shall continue for a period of 30 days after
          written notice has been given, by certified mail, (x) to the Company
          by the Trustee or (y) to the Company and the Trustee by the holders of
          at least 25% in aggregate principal amount of the outstanding Notes,
          specifying such default or breach and requiring it to be remedied and
          stating that such notice is a "Notice of Default" hereunder; (ii)
          there shall be a default in the performance or breach of the
          provisions of Article Five; (iii) the Company shall have failed to
          make or consummate an Offer in accordance with the provisions of
          Section 4.14; or (iv) the Company shall have failed to make or
          consummate a Change of Control Offer in accordance with the provisions
          of Section 4.16;

               (d)  one or more defaults shall have occurred under any
          agreements, indentures or instruments under which the Company, any
          Guarantor or any Subsidiary then has outstanding Indebtedness in
          excess of $10,000,000 in the aggregate and, if not already matured at
          its final maturity in accordance with its terms, such Indebtedness
          shall have been accelerated;

               (e)  any Guarantee shall for any reason cease to be, or be
          asserted in writing by any Guarantor or the Company not to be, in full
          force and effect and enforceable in accordance with its terms, except
          to the extent contemplated by this Indenture and any such Guarantee;

               (f)  one or more judgments, orders or decrees for the payment of
          money in excess of $15,000,000 either individually or in the aggregate
          (net of amounts covered by insurance, bond, surety or similar
          instrument), shall be entered against the Company, any Guarantor, any
          Subsidiary or any of their respective properties and shall not be
          discharged and either (a) any creditor shall have commenced an
          enforcement proceeding upon such judgment, order or decree or (b)
          there shall have been a period of 60 consecutive days during which a
          stay of enforcement of such judgment or order, by reason of an appeal
          or otherwise, shall not be in effect;

                                      -48-


               (g)  any holder or holders of at least $10,000,000 in aggregate
          principal amount of Indebtedness of the Company, any Guarantor or any
          Subsidiary after a default under such Indebtedness shall notify the
          Trustee of the intended sale or disposition of any assets of the
          Company, any Guarantor or any Subsidiary that have been pledged to or
          for the benefit of such holder or holders to secure such Indebtedness
          or shall commence proceedings, or take any action (including by way of
          set-off), to retain in satisfaction of such Indebtedness or to collect
          on, seize, dispose of or apply in satisfaction of Indebtedness, assets
          of the Company, any Guarantor or any Subsidiary (including funds on
          deposit or held pursuant to lock-box and other similar arrangements);

               (h)  there shall have been the entry by a court of competent
          jurisdiction of (i) a decree or order for relief in respect of the
          Company, any Guarantor or any Subsidiary in an involuntary case or
          proceeding under any applicable Bankruptcy Law or (ii) a decree or
          order adjudging the Company, any Guarantor or any Subsidiary bankrupt
          or insolvent, or seeking reorganization, arrangement, adjustment or
          composition of or in respect of the Company, any Guarantor or any
          Subsidiary under any applicable federal or state law, or appointing a
          custodian, receiver, liquidator, assignee, trustee, sequestrator (or
          other similar official) of the Company, any Guarantor or any
          Subsidiary or of any substantial part of their respective properties,
          or ordering the winding up or liquidation of their affairs, and any
          such decree or order for relief shall continue to be in effect, or any
          such other decree or order shall be unstayed and in effect, for a
          period of 60 consecutive days; or

               (i)  (i) the Company, any Guarantor or any Subsidiary commences a
          voluntary case or proceeding under any applicable Bankruptcy Law or
          any other case or proceeding to be adjudicated bankrupt or insolvent,
          (ii) the Company, any Guarantor or any Subsidiary consents to the
          entry of a decree or order for relief in respect of the Company, any
          Guarantor or such Subsidiary in an involuntary case or proceeding
          under any applicable Bankruptcy Law or to the commencement of any
          bankruptcy or insolvency case or proceeding against it, (iii) the
          Company, any Guarantor or any Subsidiary files a petition or answer or
          consent seeking reorganization or relief under any applicable federal
          or state law, (iv) the Company, any Guarantor or any Subsidiary (1)
          consents to the filing of such petition or the appointment of, or
          taking possession by, a custodian, receiver, liquidator, assignee,
          trustee, sequestrator or similar official of the Company, any
          Guarantor or such Subsidiary or of any substantial part of their
          respective properties, (2) makes an assignment for the benefit of
          creditors or (3) admits in writing its inability to pay its debts
          generally as they become due, or (v) the Company, any Guarantor or any
          Subsidiary takes any corporate action in furtherance of any such
          actions in this paragraph (i).

               The Company shall deliver to the Trustee within five days after
the occurrence thereof, written notice, in the form of an Officers' Certificate,
of any Default, its status and what action the Company is taking or proposes to
take with respect thereto.

Section 6.02.  Acceleration of Maturity; Rescission and Annulment.
               --------------------------------------------------

               If an Event of Default (other than an Event of Default specified
in Sections 6.01(h) and (i)) shall occur and be continuing, the Trustee or the
Holders of not less than 25% in aggregate principal amount of the Notes then
outstanding may, and the Trustee at the request of the Holders of not less than
25% in aggregate principal amount of the Notes then outstanding shall, declare
all unpaid principal of, premium, if any, and accrued interest on all the Notes
to be due and payable immediately, by a notice in writing to the Company (and to
the Trustee if given by the Holders of the Notes). If an Event of Default
specified in clause (h) or (i) of Section 6.01 occurs and is continuing, then
all the Notes shall ipso facto become and be immediately due and payable, in an
amount equal to the principal amount of the Notes, together with accrued and
unpaid interest, if any,

                                      -49-


to the date the Notes become due and payable, without any declaration or other
act on the part of the Trustee or any Holder.

               At any time after such declaration of acceleration has been made
but before a judgment or decree for payment of the money due has been obtained
by the Trustee as hereinafter in this Article provided, the Holders of a
majority in aggregate principal amount of the Notes outstanding, by written
notice to the Company and the Trustee, may rescind and annul such declaration
and its consequences if:

               (a)  the Company has paid or deposited with the Trustee a sum
          sufficient to pay

                    (i)   all sums paid or advanced by the Trustee under Section
               7.07 and the reasonable compensation, expenses, disbursements and
               advances of the Trustee, its agents and counsel,

                    (ii)  all overdue interest on all Notes, and

                    (iii) to the extent that payment of such interest is lawful,
               interest upon overdue interest at the rate borne by the Notes;

               (b)  all Events of Default, other than the non-payment of
          principal of the Notes which have become due solely by such
          declaration of acceleration, have been cured or waived as provided in
          Section 6.03; and

               (c)  the rescission will not conflict with any judgment or
          decree.

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

Section 6.03.  Waiver of Past Defaults and Events of Default.
               ---------------------------------------------

               Subject to Sections 2.10 and 6.02 hereof, the Holders of a
majority in principal amount of the Notes then outstanding have the right to
waive past Defaults under this Indenture except a Default in the payment of the
principal of, or interest or premium, if any, on any Note as specified in
clauses (a) and (b) of Section 6.01 or in respect of a covenant or a provision
which cannot be modified or amended without the consent of all Holders as
provided for in Section 8.02. The Company shall deliver to the Trustee an
Officers' Certificate stating that the requisite percentage of Holders have
consented to such waiver and attaching copies of such consents. In case of any
such waiver, the Company, the Trustee and the Holders shall be restored to their
former positions and rights hereunder and under the Notes, respectively. This
paragraph of this Section 6.03 shall be in lieu of (S) 316(a)(1)(B) of the TIA
and (S) 316(a)(1)(B) of the TIA is hereby expressly excluded from this Indenture
and the Notes, as permitted by the TIA.

               Upon any such waiver, such Default shall cease to exist, and any
Event of Default arising therefrom shall be deemed to have been cured for every
purpose of this Indenture, but no such waiver shall extend to any subsequent or
other Default or Event of Default or impair any right consequent thereto.

Section 6.04.  Control by Majority.
               -------------------

               Subject to Section 2.10, the Holders of a majority in principal
amount of the outstanding Notes have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee or
exercising any trust or power conferred on the Trustee by this Indenture. The
Trustee,

                                      -50-


however, may refuse to follow any direction that conflicts with law or this
Indenture or that the Trustee determines may be unduly prejudicial to the rights
of another Holder not taking part in such direction, and the Trustee shall have
the right to decline to follow any such direction if the Trustee, being advised
by counsel, determines that the action so directed may not lawfully be taken or
if the Trustee in good faith shall, by a Trust Officer, determine that the
proceedings so directed may involve it in personal liability; provided that the
Trustee may take any other action deemed proper by the Trustee which is not
inconsistent with such direction.  In the event the Trustee takes any action or
follows any direction pursuant to this Indenture, the Trustee shall be entitled
to indemnification reasonably satisfactory against any loss or expense caused by
taking such action or following such direction. This Section 6.04 shall be in
lieu of (S) 316(a)(1)(A) of the TIA, and (S) 316(a)(1)(A) of the TIA is hereby
expressly excluded from this Indenture and the Notes, as permitted by the TIA.

Section 6.05.  Limitation on Suits.
               -------------------

               Subject to Section 6.07 below, no Holder has any right to
institute any proceeding with respect to this Indenture or any remedy thereunder
unless:

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

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

               (3)  such Holder or Holders offer to the Trustee indemnity
          reasonably satisfactory to the Trustee against any loss, liability or
          expense which may be incurred in compliance with such request;

               (4)  the Trustee fails to institute such proceeding within 60
          calendar days after receipt of such notice and the offer of indemnity;
          and

               (5)  the Trustee has not received directions inconsistent with
          such written request during such 60-day period by the Holders of a
          majority in aggregate principal amount of the outstanding Notes.

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

Section 6.06.  Rights of Holders to Receive Payment.
               ------------------------------------

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

Section 6.07.  Collection Suit by Trustee.
               --------------------------

               If an Event of Default in payment of principal, premium or
interest specified in Section 6.01(a) or (b) hereof occurs and is continuing,
the Trustee may recover judgment in its own name and as trustee of an express
trust against the Company for the whole amount of unpaid principal, premium and
accrued interest remaining unpaid, together with, to the extent that payment of
such interest is lawful, interest on overdue principal and interest on overdue
installments of interest, in each case at the rate set forth in the Notes, and

                                      -51-


such further amounts as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel.

Section 6.08.  Trustee May File Proofs of Claim.
               --------------------------------

               The Trustee may file such proofs of claim and other papers or
documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel) and the
Holders allowed in any judicial proceedings relative to the Company (or any
other obligor upon the Notes), its creditors or its property and shall be
entitled and empowered to collect and receive any moneys or other property
payable or deliverable on any such claims and to distribute the same after
deduction of its charges and expenses to the extent that any such charges and
expenses are not paid out of the estate in any such proceedings and any
custodian in any such judicial proceeding is hereby authorized by each Holder to
make such payments to the Trustee, and in the event that the Trustee shall
consent to the making of such payments directly to the Holders, to pay to the
Trustee any amount due to it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 7.07 hereof.

               Nothing herein contained shall be deemed to authorize the Trustee
to authorize or consent to or accept or adopt on behalf of any Holder any plan
or reorganization, arrangement, adjustment or composition affecting the Notes or
the rights of any Holder thereof, or to authorize the Trustee to vote in respect
of the claim of any Holder in any such proceedings.

Section 6.09.  Priorities.
               ----------

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

               FIRST:  to the Trustee for amounts due under Section 7.07 hereof;

               SECOND:  if the Holders are forced to proceed against the Company
          directly without the Trustee, to Holders for their collection costs;

               THIRD:  to Holders for amounts due and unpaid on the Notes for
          principal, premium, if any, and interest as to each, ratably, without
          preference or priority of any kind, according to the amounts due and
          payable on the Notes; and

               FOURTH:  to the Company.

               The Trustee, upon prior written notice to the Company, may fix a
record date (in the case of Definitive Notes) and payment date for any payment
to Holders pursuant to this Section 6.09.

Section 6.10.  Undertaking for Costs.
               ---------------------

               In any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted by
it as Trustee, a court in its discretion may require the filing by any party
litigant in the suit of an undertaking to pay the costs of the suit, and the
court in its discretion may assess reasonable costs, including reasonable
attorneys' fees and expenses against any party litigant in the suit, having due
regard to the merits and good faith of the claims or defenses made by the party
litigant.
                                      -52-


This Section 6.10 does not apply to a suit by the Trustee, a suit by a Holder
pursuant to Section 6.07 hereof or a suit by Holders of more than 10% in
principal amount of the Notes then outstanding.

                                   ARTICLE 7

                                    TRUSTEE

Section 7.01.  Duties of Trustee.
               -----------------

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

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

                    (1)  The Trustee need perform only those duties as are
               specifically set forth in this Indenture and no covenants or
               obligations shall be implied in this Indenture against the
               Trustee.

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

               (c)  Notwithstanding anything to the contrary herein contained,
the Trustee may not be relieved from liability for its own negligent action, its
own negligent failure to act, or its own willful misconduct, except that:

               (1)  This paragraph does not limit the effect of paragraph (b) of
          this Section 7.01.

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

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

               (d)  No provision of this Indenture shall require the Trustee to
expend or risk its own funds or otherwise incur any financial liability in the
performance of any of its duties hereunder or to take or omit to take any action
under this Indenture or take any action at the request or direction of Holders
if it shall have reasonable grounds for believing that repayment of such funds
is not assured to it or it does not receive from such Holders an indemnity
reasonably satisfactory to it against such risk, liability, loss, fee or expense
which might be incurred by it in compliance with such request or direction.

                                      -53-


               (e)  Whether or not herein expressly provided, every provision of
this Indenture that in any way relates to the Trustee is subject to paragraphs
(a), (b), (c) and (d) of this Section 7.01.

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

Section 7.02.  Rights of Trustee.
               -----------------

               Subject to Section 7.01 hereof:

               (a)  The Trustee may conclusively rely on any document (whether
          in its original or facsimile form) reasonably believed by it to be
          genuine and to have been signed or presented by the proper Person. The
          Trustee need not investigate any fact or matter stated in any such
          document.

               (b)  Before the Trustee acts or refrains from acting with respect
          to any matters contemplated by this Indenture or the Notes it may
          consult with counsel and may require an Officers' Certificate or an
          Opinion of Counsel, or both, which shall conform to the provisions of
          Section 11.05 hereof. The Trustee shall be fully protected and shall
          not be liable for any action it takes or omits to take in good faith
          in reliance on such certificate or opinion.

               (c)  The Trustee may execute any of the trusts or powers
          hereunder or perform any duties hereunder through its attorneys and
          agents and shall not be responsible for the misconduct or negligence
          of any attorney or agent (other than an agent who is an employee of
          the Trustee) so long as the appointment of such agent was made with
          due care.

               (d)  The Trustee shall not be liable for any action it takes or
          omits to take in good faith which it reasonably believes to be
          authorized or within its rights or powers.

               (e)  The Trustee may consult with counsel of its selection, and
          the advice or opinion of such counsel as to matters of law shall be
          full and complete authorization and protection from liability in
          respect of any action taken, omitted or suffered by it hereunder in
          good faith and in accordance with the advice or opinion of such
          counsel.

               (f)  any request or direction of the Company mentioned herein
          shall be sufficiently evidenced by a request or order of the Company
          in writing and any resolution of the Board of Directors may be
          sufficiently evidenced by a Board Resolution;

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

               (h)  the Trustee shall not be bound to make any investigation
          into the facts or matters stated in any resolution, certificate,
          statement, instrument, opinion, report, notice, request, direction,
          consent, order, bond, debenture, note, other evidence of indebtedness
          or other paper or document, but the Trustee, in its discretion, may
          make such further inquiry or investigation into such facts or matters
          as it may see fit, and, if the Trustee shall determine to make such
          further inquiry or investigation, it

                                      -54-


          shall be entitled to examine the books, records and premises of the
          Company, personally or by agent or attorney at the sole cost of the
          Company and shall incur no liability or additional liability of any
          kind by reason of such inquiry or investigation;

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

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

Section 7.03.  Individual Rights of Trustee.
               ----------------------------

               The Trustee in its individual or any other capacity may become
the owner or pledgee of Notes and may make loans to, accept deposits from,
perform services for or otherwise deal with the Company, or any Affiliates
thereof, with the same rights it would have if it were not Trustee. Any Agent
may do the same with like rights. The Trustee, however, shall be subject to
Sections 7.10 and 7.11 hereof.

Section 7.04.  Trustee's Disclaimer.
               --------------------

               The Trustee shall not be responsible for and makes no
representation as to the validity or adequacy of this Indenture or the Notes, it
shall not be accountable for the Company' use of the proceeds from the sale of
Notes or any money paid to the Company pursuant to the terms of this Indenture
and it shall not be responsible for any statement of the Company in this
Indenture or the Notes other than the Trustee's certificate of authentication.

Section 7.05.  Notice of Defaults.
               ------------------

               If a Default or an Event of Default occurs and is continuing and
if a Responsible Officer of the Trustee has actual knowledge of such Default or
Event of Default, the Trustee shall mail to each Holder notice of the uncured
Default or Event of Default within 30 days after such Default or Event of
Default occurs. Except in the case of a Default or an Event of Default in
payment of principal of, premium or interest on, any Note, including an
accelerated payment and the failure to make payment on the Change of Control
Payment Date pursuant to a Change of Control Offer or on the Excess Proceeds
Payment Date pursuant to an Excess Proceeds Offer and, except in the case of a
failure to comply with Article Five hereof, the Trustee may withhold the notice
if and so long as its Board of Directors, the executive committee of its Board
of Directors or a committee of its directors and/or Trust Officers in good faith
determines that withholding the notice is in the interest of the Holders. This
Section 7.05 shall be in lieu of the proviso to Section 315(b) of the TIA, and
such proviso of Section 315(b) of the TIA is hereby expressly excluded from this
Indenture and the Notes, as permitted by the TIA.

Section 7.06.  Reports by Trustee to Holders.
               -----------------------------

               If required by TIA Section 313(a), within 60 days after September
15 of any year, commencing the September 15 following the date of this
Indenture, the Trustee shall deliver to each Holder a brief report

                                      -55-


dated as of such May 15 that complies with TIA Section 313(a). The Trustee also
shall comply with TIA Section 313(b), (c) and (d).

               Reports pursuant to this Section 7.06 shall be transmitted by
mail:

               (1)  to all Holders of Definitive Notes, as the names and
          addresses of such Holders appear in the Register;

               (2)  to such Holders as have, within the two years preceding such
          transmission, filed their names and addresses with the Trustee for
          that purpose; and

               (3)  the Company shall promptly notify the Trustee when the Notes
          are listed on any stock exchange or of any delisting thereof.

Section 7.07.  Compensation and Indemnity.
               --------------------------

               The Company shall pay to the Trustee from time to time such
compensation as shall be agreed in writing between the Company and the Trustee
for the Trustee's services.  The Trustee's compensation shall not be limited by
any law on compensation of a trustee of an express trust.  The Company shall
reimburse the Trustee upon request for all fees and expenses, including out-of-
pocket expenses incurred or made by it in connection with the performance of its
duties under this Indenture or in connection with the collection of any funds.
Such expenses shall include the reasonable fees and expenses of the Trustee's
agents and counsel.

               The Company shall fully indemnify each of the Trustee and any
predecessor Trustee and its agents, employees, stockholders and directors and
officers for, and hold them harmless against, any and all loss, liability claim,
damage or expense (including reasonable fees and expenses of its agents and
counsel) arising out of or in connection with the acceptance or administration
of the trust or trusts hereunder, including the costs and expenses of defending
itself against any claim (whether asserted by the Company, or any Holder or any
other Person) or liability in connection with the exercise or performance of any
of its powers or duties hereunder except for such loss as determined by a court
of competent jurisdiction to have been caused by the negligence, bad faith or
willful misconduct on their part.  The Trustee shall notify the Company
promptly, in writing, of any claim asserted against the Trustee for which it may
seek indemnity.  At the Trustee's sole discretion, the Company shall defend the
claim and the Trustee shall cooperate and may participate in the defense.  The
Company need not pay for any settlement made without its written consent, which
consent shall not be unreasonably withheld.  The Company need not reimburse any
expense or indemnify against any loss or liability to the extent incurred by the
Trustee through its own negligence, bad faith or willful misconduct.

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

               When the Trustee incurs expenses or renders services after an
Event of Default specified in Section 6.01(h) or (i) occurs, such expenses and
the compensation for such services are intended to constitute expenses of
administration under any Bankruptcy Law.

Section 7.08.  Replacement of Trustee.
               ----------------------

               The Trustee may resign at any time by so notifying the Company in
writing. The Holders of a majority in principal amount of the outstanding Notes
may remove the Trustee by so notifying the Trustee and

                                      -56-


the Company in writing and may appoint a successor Trustee. The Company may
remove the Trustee at its election if:

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

               (b)  the Trustee is adjudged a bankrupt or an insolvent;

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

               (d)  the Trustee otherwise becomes incapable of acting.

               If the Trustee resigns or is removed or if a vacancy exists in
the office of Trustee for any reason (the Trustee in such event being referred
to herein as the retiring Trustee), the Company shall promptly appoint a
successor Trustee. Within one year after the successor Trustee takes office, the
Holders of a majority in principal amount of the Notes may appoint a successor
Trustee to replace the successor Trustee appointed by the Company.

               A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company.  Immediately after that,
the retiring Trustee shall transfer, after payment of all sums then owing to the
Trustee pursuant to Section 7.07, all property held by it as Trustee to the
successor Trustee, subject to the lien provided in Section 7.07, the resignation
or removal of the retiring Trustee shall become effective, and the successor
Trustee shall have the rights, powers and duties of the Trustee under this
Indenture. A successor Trustee shall deliver notice of its succession to each
Holder.

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

               If the Trustee fails to comply with Section 7.10, any Holder may
petition any court of competent jurisdiction for the removal of the Trustee and
the appointment of a successor Trustee.

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

Section 7.09.  Successor Trustee by Consolidation, Merger or Conversion.
               --------------------------------------------------------

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

Section 7.10.  Eligibility; Disqualification.
               -----------------------------

               This Indenture shall always have a Trustee which shall be
eligible to act as Trustee under TIA Sections 310(a)(1) and 310(a)(2). The
Trustee shall have a combined capital and surplus of at least $50,000,000 as set
forth in its most recent published annual report of condition. If the Trustee
has or shall acquire any "conflicting interest" within the meaning of TIA
Section 310(b), the Trustee and the Company shall comply with the provisions of
TIA Section 310(b); provided, however, that there shall be excluded from the
operation of TIA Section 310(b)(1) any indenture or indentures under which other
securities or certificates of

                                      -57-


interest or participation in other securities of the Company are outstanding if
the requirements for such exclusion set forth in TIA Section 310(b)(1) are met.
If at any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section 7.10, the Trustee shall resign promptly in the manner
and with the effect hereinbefore specified in this Article Seven.

Section 7.11.  Preferential Collection of Claims Against the Company.
               -----------------------------------------------------

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

Section 7.12.  Trustee's Application for Instructions from the Company.
               -------------------------------------------------------

               Any application by the Trustee for written instructions from the
Company may, at the option of the Trustee, set forth in writing any action
proposed to be taken or omitted by the Trustee under this Indenture and the date
on and/or after which such action shall be taken or such omission shall be
effective.  The Trustee shall not be liable for any action taken by, or omission
of, the Trustee in accordance with a proposal included in such application on or
after the date specified in such application (which date shall not be less than
three Business Days after the date any Officer of the Company actually receives
such application, unless any such Officer shall have consented in writing to any
earlier date) unless prior to taking any such action (or the effective date in
the case of an omission), the Trustee shall have received written instructions
in response to such application specifying the action to be taken or omitted.

                                   ARTICLE 8

                            SUPPLEMENTAL INDENTURES

Section 8.01.  Supplemental Indentures and Agreements Without
               Consent of Holders.
               -------------------

               Without the consent of any Holders, the Company and the
Guarantors, if any, when authorized by a board resolution, and the Trustee, at
any time and from time to time, may enter into one or more indentures
supplemental hereto or agreements or other instruments with respect to any
Guarantee, in form and substance satisfactory to the Trustee, for any of the
following purposes:

               (a)  to evidence the succession of another Person to the Company,
          any Guarantor or any other obligor upon the Notes, and the assumption
          by any such successor of the covenants of the Company or such
          Guarantor or obligor herein and in the Notes and in any Guarantee;

               (b)  to add to the covenants of the Company, any Guarantor or any
          other obligor upon the Notes for the benefit of the Holders, or to
          surrender any right or power herein conferred upon the Company, any
          Guarantor or any other obligor upon the Notes, as applicable, herein,
          in the Notes or in any Guarantee;

               (c)  to cure any ambiguity, to correct or supplement any
          provision herein which may be defective or inconsistent with any other
          provision herein, in the Notes or in any Guarantee, or to make

                                      -58-


          any other provisions with respect to matters or questions arising
          under this Indenture, the Notes or any Guarantee; provided that, in
          each case, such provisions shall not adversely affect the interests of
          the Holders;

               (d)  to comply with the requirements of the Commission in order
          to effect or maintain the qualification of this Indenture under the
          Trust Indenture Act, as contemplated by Section 8.03 or otherwise;

               (e)  to add a Guarantor pursuant to the requirements of Section
          4.15;

               (f)  to evidence and provide the acceptance of the appointment of
          a successor trustee hereunder; or

               (g)  to mortgage, pledge, hypothecate or grant a security
          interest in favor of the Trustee for the benefit of the Holders as
          additional security for the payment and performance of the Indenture
          Obligations, in any property or assets, including any which are
          required to be mortgaged, pledged or hypothecated, or in which a
          security interest is required to be granted to the Trustee pursuant to
          this Indenture or otherwise.

Section 8.02.  Supplemental Indentures and Agreements with Consent of Holders.
               --------------------------------------------------------------

               With the consent of the Holders of not less than a majority in
aggregate principal amount of the outstanding Notes, by act of said Holders
delivered to the Company, each Guarantor, if any, and the Trustee, the Company
and each Guarantor (if a party thereto) when authorized by a board resolution,
and the Trustee, may enter into an indenture or indentures supplemental hereto
or agreements or other instruments with respect to any Guarantee in form and
substance satisfactory to the Trustee, for the purpose of adding any provisions
to or changing in any manner or eliminating any of the provisions of this
Indenture or of modifying in any manner the rights of the Holders under this
Indenture, the Notes or any Guarantee; provided, however, that no such
supplemental indenture, agreement or instrument shall, without the consent of
the Holder of each outstanding Note affected thereby:

               (a)  change the Stated Maturity of the principal of, or any
          installment of interest on, any Note, or reduce the principal amount
          thereof or the rate of interest thereon or any premium payable upon
          the redemption thereof, or change the coin or currency in which the
          principal of any Note or any premium or the interest thereon is
          payable, or impair the right to institute suit for the enforcement of
          any such payment on or after the Stated Maturity thereof (or, in the
          case of redemption, on or after the redemption date thereof);

               (b)  amend, change or modify the obligation of the Company to
          make and consummate an Offer with respect to any Asset Sale or Asset
          Sales in accordance with Section 4.14 or the obligation of the Company
          to make and consummate a Change of Control Offer in the event of a
          Change of Control in accordance with Section 4.16, including amending,
          changing or modifying any definitions with respect thereto;

               (c)  reduce the percentage in principal amount of the outstanding
          Notes, the consent of whose Holders is required for any such
          supplemental indenture, or the consent of whose Holders is required
          for any waiver of compliance with certain provisions of this Indenture
          or certain defaults hereunder and their consequences provided for in
          this Indenture or with respect to any Guarantee;

                                      -59-


               (d)  modify any of the provisions of this Section 8.02, Section
          4.21 or Section 6.03, except to increase any such percentage or to
          provide that certain other provisions of this Indenture cannot be
          modified or waived without the consent of the Holder of each Note
          affected thereby;

               (e)  except as otherwise permitted under Article Five, consent to
          the assignment or transfer by the Company or any Guarantor of any of
          its rights and obligations under this Indenture; or

               (f)  amend or modify any of the provisions of this Indenture to
          cause the Notes or any Guarantee to be subordinate to any other
          Indebtedness.

               Upon the written request of the Company and each Guarantor, if
any, accompanied by a copy of a board resolution authorizing the execution of
any such supplemental indenture or Guarantee, and upon the filing with the
Trustee of evidence of the consent of Holders as aforesaid, the Trustee shall
join with the Company and each Guarantor in the execution of such supplemental
indenture or Guarantee.

               It shall not be necessary for any act of Holders under this
Section 8.02 to approve the particular form of any proposed supplemental
indenture or Guarantee or agreement or instrument relating to any Guarantee, but
it shall be sufficient if such act shall approve the substance thereof.

Section 8.03.  Compliance with TIA.
               -------------------

               Every amendment to or supplement of this Indenture or the Notes
shall comply with the TIA as then in effect.

Section 8.04.  Revocation and Effect of Consents.
               ---------------------------------

               Until an amendment, waiver or supplement becomes effective, a
consent to it by a Holder is a continuing consent by the Holder and every
subsequent Holder of a Note or portion of a Note that evidences the same debt as
the consenting Holder's Note, even if notation of the consent is not made on any
Note. Subject to the following paragraph, any such Holder or subsequent Holder
may revoke the consent as to such Holder's Note or portion of such Note by
notice to the Trustee or the Company received before the date on which the
Trustee receives an Officers' Certificate certifying that the Holders of the
requisite principal amount of Notes have consented (and not theretofore revoked
such consent) to the amendment, supplement or waiver.

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

               After an amendment, supplement or waiver becomes effective, it
shall bind every Holder, unless it makes a change described in any of clauses
(a) through (f) of Section 8.02, in which case, the amendment, supplement or
waiver shall bind only each Holder of a Note who has consented to it and every
subsequent Holder of a Note or portion of a Note that evidences the same debt as
the consenting Holder's Note; provided that any such waiver shall not impair or
affect the right of any Holder to receive payment of principal of and interest
on a Note, on or after the respective due dates expressed in such Note, or to
bring suit for the enforcement of any such payment on or after such respective
dates without the consent of such Holder.

                                      -60-


Section 8.05.  Notation on or Exchange of Notes.
               --------------------------------

               If an amendment, supplement, or waiver changes the terms of a
Note, the Trustee may request the Holder to deliver it to the Trustee. In such
case, the Trustee shall place an appropriate notation on the Note about the
changed terms and return it to the Holder. Alternatively, if the Company or the
Trustee so determine, in exchange for the Note the Company shall issue and the
Trustee shall authenticate a new Note that reflects the changed terms. Failure
to make the appropriate notation or issue a new Note shall not affect the
validity and effect of such amendment supplement or waiver.

Section 8.06.  Trustee to Sign Amendments, etc.
               -------------------------------

               The Trustee shall be entitled to receive, and shall be fully
protected in relying upon, an Opinion of Counsel stating that the execution of
any amendment, supplement or waiver authorized pursuant to this Article Eight is
authorized or permitted by this Indenture and that such amendment, supplement or
waiver constitutes the legal, valid and binding obligation of the Company,
enforceable in accordance with its terms (subject to customary exceptions). The
Trustee may, but shall not be obligated to, execute any such amendment,
supplement or waiver which affects the Trustee's own rights, duties or
immunities under this Indenture or otherwise.

                                   ARTICLE 9

                      DISCHARGE OF INDENTURE; DEFEASANCE


Section 9.01.  Satisfaction and Discharge of Indenture.
               ---------------------------------------

               This Indenture shall cease to be of further effect (except as to
surviving rights of registration of transfer or exchange of the Notes herein
expressly provided for) and the Trustee, on demand of and at the expense of the
Company, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture, when

               (a)  either

                    (1)  all the Notes theretofore authenticated and delivered
               (other than (i) Notes which have been destroyed, lost or stolen
               and which have been replaced or paid as provided in Section 2.08
               or (ii) all Notes for whose payment in U.S. Dollars have
               theretofore been deposited in trust or segregated and held in
               trust by the Company and thereafter repaid to the Company or
               discharged from such trust, as provided in Section 3.05) have
               been delivered to the Trustee cancelled or for cancellation; or

                    (2)  all such Notes not theretofore delivered to the Trustee
               canceled or for cancellation (x) have become due and payable, (y)
               will become due and payable at their Stated Maturity within one
               year, or (z) are to be called for redemption within one year
               under arrangements satisfactory to the Trustee for the giving of
               notice of redemption by the Trustee in the name, and at the
               expense, of the Company, and the Company or any Guarantor has
               irrevocably deposited or caused to be deposited with the Trustee
               in trust for such purpose an amount in U.S. Dollars sufficient to
               pay and discharge the entire Indebtedness on the Notes not

                                      -61-


               theretofore delivered to the Trustee canceled or for
               cancellation, including principal of, premium, if any, and
               accrued interest at such Stated Maturity or redemption date;

               (b)  the Company or any Guarantor has paid or caused to be paid
          all other sums payable hereunder by the Company or any Guarantor; and

               (c)  the Company has delivered to the Trustee an Officers'
          Certificate and an Opinion of Counsel stating that (i) all conditions
          precedent herein provided relating to the satisfaction and discharge
          of this Indenture have been complied with and (ii) such satisfaction
          and discharge will not result in a breach or violation of, or
          constitute a default under, this Indenture or any other material
          agreement or instrument to which the Company or any Guarantor is a
          party or by which the Company or any Guarantor is bound.

               Opinions of Counsel required to be delivered under this Section
9.01 may have qualifications customary for opinions of the type required and
counsel delivering such opinions of Counsel may rely on certificates of the
Company or government or other officials customary for opinions of the type
required, including certificates certifying as to matters of fact, including
that various financial covenants have been complied with.

               Notwithstanding the satisfaction and discharge of this Indenture,
the obligations of the Company to the Trustee under Section 7.07 and, if U.S.
Dollars shall have been deposited with the Trustee pursuant to subclause (2) of
Subsection (a) of this Section 9.01, the obligations of the Trustee under
Section 2.05 and Section 9.02 of this Indenture shall survive.

Section 9.02.  Application of Trust Money.
               --------------------------

               Subject to the provisions of Section 2.05, all U.S. Dollars
deposited with the Trustee pursuant to Section 9.01 shall be held in trust and
applied by it, in accordance with the provisions of the Notes and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal of, premium, if
any, and interest on the Notes for whose payment such U.S. Dollars have been
deposited with the Trustee, but such money need not be segregated from other
funds except to the extent required by law or GAAP.

Section 9.03.  Termination of the Company's Obligation.
               ---------------------------------------

               The Company may, provided that no Default or Event of Default has
occurred and is continuing or would arise therefrom (or, with respect to a
Default or Event of Default specified in Section 6.01(h) or (i), occurs at any
time on or prior to the 91st calendar day after the date of such deposit (it
being understood that this condition shall not be deemed satisfied until after
such 91st day)), terminate its and its Restricted Subsidiaries' substantive
obligations in respect of Article Four of this Indenture (other than Sections
4.01, 4.02, 4.04 and 4.06), Article Five hereof and Article Nine hereof (other
than Sections 9.01, 9.02 and 9.03) and any Event of Default specified in Section
6.01(c) or (d) by (i) depositing with the Trustee, under the terms of an
irrevocable trust agreement for the benefit of the Holders, cash in U.S. Dollars
or United States Treasury Securities (or a combination thereof) sufficient in
the opinion of an internationally recognized firm of independent public
accountants (without reinvestment) to pay all remaining Indebtedness on the
Notes, (ii) delivering to the Trustee Opinions of Counsel in the United States
reasonably acceptable to the Trustee confirming that the holders of the Notes
will not recognize income, gain or loss for United States federal income tax
purposes as a result of such termination and will be subject to United States
federal income tax on the same amounts, in the same manner and at the same times
as would have been the case if such termination had not occurred, (iii)
delivering to the Trustee an Officers' Certificate stating that the deposit was
not made by the Company with the intent of

                                      -62-


preferring the holders of the Notes over any other creditors of the Company or
with the intent of defeating, hindering, delaying or defrauding any other
creditors of the Company or others, (iv) delivering to the Trustee Opinions of
Counsel to the effect that (A) the trust funds will not be subject to any rights
of holders of Indebtedness of the Company other than the Notes and (B) assuming
no intervening bankruptcy of the Company between the date of deposit and the
91st day following the deposit and that no Holder of the Notes is an insider of
the Company, after the 91st day following the deposit, the trust funds will not
be subject to the effect of any applicable bankruptcy, insolvency,
reorganization or similar laws affecting creditors' rights generally, (v)
delivering to the Trustee Opinions of Counsel to the effect that the Company's
exercise of its option under this Section 9.03 will not result in any of the
Company, the Trustee or the trust created by the Company's deposit of funds
pursuant to this provision becoming or being deemed to be an "investment
company" under the Investment Company Act of 1940, as amended (the "Investment
Company Act"), and (vi) delivering to the Trustee an Officers' Certificate and
Opinions of Counsel each stating compliance with all conditions precedent
provided for herein. In addition, the Company may, provided that no Default or
Event of Default has occurred and is continuing or would arise therefrom (or,
with respect to a Default or Event of Default specified in Section 6.01(h) or
(i), occurs at any time on or prior to the 91st calendar day after the date of
such deposit (it being understood that this condition shall not be deemed
satisfied until after such 91st day)) and provided that no default under any
Indebtedness would arise therefrom, terminate all of its and the Guarantors'
substantive obligations in respect of the Notes (including its obligations to
pay the principal of and interest on the Notes and the Guarantors' Guarantee
thereof) by (i) depositing with the Trustee, under the terms of an irrevocable
trust agreement, cash in U.S. Dollars or United States Treasury Securities
sufficient (without reinvestment) to pay all remaining Indebtedness on the
Notes, (ii) delivering to the Trustee an Opinion of Counsel in the United States
reasonably acceptable to the Trustee confirming that (A) the Company has
received from, or there has been published by, the Internal Revenue Service a
ruling or (B) since the date of this Indenture, there has been a change in the
applicable federal income tax law, in either case to the effect that, and based
thereon such Opinion of Counsel shall confirm that, the holders of the Notes
will not recognize income, gain or loss for United States federal income tax
purposes as a result of such termination and will be subject to United States
federal income tax on the same amounts, in the same manner and at the same times
as would have been the case had such termination not occurred, (iv) delivering
to the Trustee an Officers' Certificate stating that the deposit was not made by
the Company with the intent of preferring the holders of the Notes over any
other creditors of the Company or with the intent of defeating, hindering,
delaying or defrauding any other creditors of the Company or others, (v)
delivering to the Trustee Opinions of Counsel to the effect that (A) the trust
funds will not be subject to any rights of holders of Indebtedness of the
Company other than the Notes and (B) assuming no intervening bankruptcy of the
Company between the date of deposit and the 91st day following the deposit and
that no Holder of the Notes is an insider of the Company, after the 91st day
following the deposit, the trust funds will not be subject to the effect of any
applicable bankruptcy, insolvency, reorganization or similar laws affecting
creditors' rights generally, (vi) delivering to the Trustee Opinions of Counsel
to the effect that the Company's exercise of its option under this Section 9.03
will not result in any of the Company, the Trustee or the trust created by the
Company's deposit of funds pursuant to this provision becoming or being deemed
to be an "investment company" under the Investment Company Act and (vii)
delivering to the Trustee an Officers' Certificate and Opinions of Counsel each
stating compliance with all conditions precedent provided for herein.

               Notwithstanding the foregoing paragraph, the Company's
obligations in Sections 2.02, 2.07, 2.08, 2.11, 2.13, 4.01, 4.06, 6.01, 7.07,
7.08, 9.02 and 9.05 of this Indenture shall survive until the Notes are no
longer outstanding. Thereafter, the Company's obligations in Sections 9.02, 9.05
and 9.06 of this Indenture shall survive.

               After such delivery or irrevocable deposit and delivery of an
Officers' Certificate and Opinion of Counsel, the Trustee upon request shall
acknowledge in writing the discharge of the Company's and the Guarantors'
obligations under the Notes, this Indenture except for those surviving
obligations specified above.

                                      -63-


               The Company shall pay and indemnify the Trustee against any tax,
fee or other charge imposed on or assessed against the United States Treasury
Securities deposited pursuant to this Section 9.03 or the principal and interest
received in respect thereof other than any such tax, fee or other charge which
by law is for the account of the Holders of outstanding Notes.

Section 9.04.  Application of Trust Money.
               --------------------------

               The Trustee shall hold in trust money or United States Treasury
Securities deposited with it pursuant to Section 9.03, and shall apply the
deposited money and the proceeds from United States Treasury Securities in
accordance with this Indenture solely to the payment of principal of and
interest on the Notes.

Section 9.05.  Repayment to Company.
               --------------------

               Subject to Sections 7.07 and 9.03, the Trustee shall promptly pay
to the Company upon written request any excess money held by it at any time. The
Trustee shall pay to the Company upon written request any money held by it for
the payment of principal or interest that remains unclaimed for two years;
provided, however, that the Trustee before being required to make any payment
may at the expense of the Company cause to be published once in a newspaper of
general circulation in The City of New York or mail to each Holder entitled to
such money notice that such money remains unclaimed and that, after a date
specified therein which shall be at least 30 days from the date of such
publication or mailing, any unclaimed balance of such money then remaining shall
be repaid to the Company. After payment to the Company, Holders entitled to
money must look solely to the Company for payment as general creditors unless an
applicable abandoned property law designates another person and all liability of
the Trustee or Paying Agent with respect to such money shall thereupon cease.

Section 9.06.  Reinstatement.
               -------------

               If the Trustee is unable to apply any money or United States
Treasury Securities in accordance with Section 9.03 by reason of any legal
proceeding or by reason of any order or judgment of any court or governmental
authority enjoining, restraining or otherwise prohibiting such application, the
Company's and the Guarantors' obligations under this Indenture, the Notes and
the Guarantees shall be revived and reinstated as though no deposit had occurred
pursuant to Section 9.03 until such time as the Trustee is permitted to apply
all such money or United States Treasury Securities in accordance with Section
9.03; provided, however, that if the Company has made any payment of interest on
or principal of any Notes because of the reinstatement of its obligations, the
Company shall be subrogated to the rights of the Holders of such Notes to
receive such payment from the money or United States Treasury Securities held by
the Trustee.

                                  ARTICLE 10

                                  GUARANTEES


Section 10.01. Guarantors' Guarantee.
               ---------------------

               For value received, each of the Guarantors, in accordance with
this Article Ten, hereby absolutely, unconditionally and irrevocably guarantees,
jointly and severally, to the Trustee and the Holders, as if the Guarantors were
the principal debtor, the punctual payment and performance when due of all
Indenture Obligations (which for purposes of this Guarantee shall also be deemed
to include all commissions, fees,

                                      -64-


charges, costs and other expenses (including reasonable legal fees and
disbursements of one counsel) arising out of or incurred by the Trustee or the
Holders in connection with the enforcement of this Guarantee).

Section 10.02. Continuing Guarantee; No Right of Set-Off; Independent
               ------------------------------------------------------
Obligation.
- ----------

               (a)  This Guarantee shall be a continuing guarantee of the
payment and performance of all Indenture Obligations and shall remain in full
force and effect until the payment in full of all of the Indenture Obligations
and shall apply to and secure any ultimate balance due or remaining unpaid to
the Trustee or the Holders; and this Guarantee shall not be considered as wholly
or partially satisfied by the payment or liquidation at any time or from time to
time of any sum of money for the time being due or remaining unpaid to the
Trustee or the Holders. Each Guarantor, jointly and severally, covenants and
agrees to comply with all obligations, covenants, agreements and provisions
applicable to it in this Indenture including those set forth in Article Five.
Without limiting the generality of the foregoing, each of the Guarantors'
liability shall extend to all amounts which constitute part of the Indenture
Obligations and would be owed by the Company under this Indenture and the Notes
but for the fact that they are unenforceable, reduced, limited, impaired,
suspended or not allowable due to the existence of a bankruptcy, reorganization
or similar proceeding involving the Company.

               (b)  Each Guarantor, jointly and severally, hereby guarantees
that the Indenture Obligations will be paid to the Trustee without set-off or
counterclaim or other reduction whatsoever (whether for taxes, withholding or
otherwise) in U.S. Dollars.

               (c)  Each Guarantor, jointly and severally, guarantees that the
Indenture Obligations shall be paid strictly in accordance with their terms
regardless of any law, regulation or order now or hereafter in effect in any
jurisdiction affecting any of such terms or the rights of the holders of the
Notes.

               (d)  Each Guarantor's liability to pay or perform or cause the
performance of the Indenture Obligations under this Guarantee shall arise
forthwith after demand for payment or performance by the Trustee has been given
to the Guarantors in the manner prescribed in Section 4.15.

               (e)  Except as provided herein, the provisions of this Article
Ten cover all agreements between the parties hereto relative to this Guarantee
and none of the parties shall be bound by any representation, warranty or
promise made by any Person relative thereto which is not embodied herein; and it
is specifically acknowledged and agreed that this Guarantee has been delivered
by each Guarantor free of any conditions whatsoever and that no representations,
warranties or promises have been made to any Guarantor affecting its liabilities
hereunder, and that the Trustee shall not be bound by any representations,
warranties or promises now or at any time hereafter made by the Company to any
Guarantor.

Section 10.03. Guarantee Absolute.
               ------------------

               The obligations of the Guarantors hereunder are independent of
the obligations of the Company under the Notes and this Indenture and a separate
action or actions may be brought and prosecuted against any Guarantor whether or
not an action or proceeding is brought against the Company and whether or not
the Company is joined in any such action or proceeding. The liability of the
Guarantors hereunder is irrevocable, absolute and unconditional and (to the
extent permitted by law) the liability and obligations of the Guarantors
hereunder shall not be released, discharged, mitigated, waived, impaired or
affected in whole or in part by:

                                      -65-


          (a)  any defect or lack of validity or enforceability in respect of
     any Indebtedness or other obligation of the Company or any other Person
     under this Indenture or the Notes, or any agreement or instrument relating
     to either of the foregoing;

          (b)  any grants of time, renewals, extensions, indulgences, releases,
     discharges or modifications which the Trustee or the Holders may extend to,
     or make with, the Company, any Guarantor or any other Person, or any change
     in the time, manner or place of payment of, or in any other term of, all or
     any of the Indenture Obligations, or any other amendment or waiver of, or
     any consent to or departure from, this Indenture or the Notes, including
     any increase or decrease in the Indenture Obligations;

          (c)  the taking of security from the Company, any Guarantor or any
     other Person, and the release, discharge or alteration of, or other dealing
     with, such security;

          (d)  the occurrence of any change in the laws, rules, regulations or
     ordinances of any jurisdiction by any present or future action of any
     governmental authority or court amending, varying, reducing or otherwise
     affecting, or purporting to amend, vary, reduce or otherwise affect, any of
     the Indenture Obligations and the obligations of any Guarantor hereunder;

          (e)  the abstention from taking security from the Company, any
     Guarantor or any other Person or from perfecting, continuing to keep
     perfected or taking advantage of any security;

          (f)  any loss, diminution of value or lack of enforceability of any
     security received from the Company, any Guarantor or any other Person, and
     including any other guarantees received by the Trustee;

          (g)  any other dealings with the Company, any Guarantor or any other
     Person, or with any security;

          (h)  the Trustee's or the Holders' acceptance of compositions from the
     Company or any Guarantor;

          (i)  the application by the Holders or the Trustee of all monies at
     any time and from time to time received from the Company, any Guarantor or
     any other Person on account of any indebtedness and liabilities owing by
     the Company or any Guarantor to the Trustee or the Holders, in such manner
     as the Trustee or the Holders deems best and the changing of such
     application in whole or in part and at any time or from time to time, or
     any manner of application of collateral, or proceeds thereof, to all or any
     of the Indenture Obligations, or the manner of sale of any Collateral;

          (j)  the release or discharge of the Company or any Guarantor of the
     Notes or of any Person liable directly as surety or otherwise by operation
     of law or otherwise for the Notes, other than an express release in writing
     given by the Trustee, on behalf of the Holders, of the liability and
     obligations of any Guarantor hereunder;

          (k)  any change in the name, business, capital structure or governing
     instrument of the Company or any Guarantor or any refinancing or
     restructuring of any of the Indenture Obligations;

          (l)  the sale of the Company's or any Guarantor's business or any part
     thereof;

                                      -66-


               (m)  subject to Section 10.14, any merger or consolidation,
          arrangement or reorganization of the Company, any Guarantor, any
          Person resulting from the merger or consolidation of the Company or
          any Guarantor with any other Person or any other successor to such
          Person or merged or consolidated Person or any other change in the
          corporate existence, structure or ownership of the Company or any
          Guarantor;

               (n)  the insolvency, bankruptcy, liquidation, winding-up,
          dissolution, receivership or distribution of the assets of the Company
          or its assets or any resulting discharge of any obligations of the
          Company (whether voluntary or involuntary) or of any Guarantor or the
          loss of corporate existence;

               (o)  subject to Section 10.14, any arrangement or plan of
          reorganization affecting the Company or any Guarantor;

               (p)  any other circumstance (including any statute of
          limitations) that might otherwise constitute a defense available to,
          or discharge of, the Company or any Guarantor; or

               (q)  any modification, compromise, settlement or release by the
          Trustee, or by operation of law or otherwise, of the Indenture
          Obligations or the liability of the Company or any other obligor under
          the Notes, in whole or in part, and any refusal of payment by the
          Trustee, in whole or in part, from any other obligor or other
          guarantor in connection with any of the Indenture Obligations, whether
          or not with notice to, or further assent by, or any reservation of
          rights against, each of the Guarantors.

Section 10.04. Right to Demand Full Performance.
               --------------------------------

               In the event of any demand for payment or performance by the
Trustee from any Guarantor hereunder, the Trustee or the Holders shall have the
right to demand its full claim and to receive all dividends or other payments in
respect thereof until the Indenture Obligations have been paid in full, and the
Guarantors shall continue to be jointly and severally liable hereunder for any
balance which may be owing to the Trustee or the Holders by the Company under
this Indenture and the Notes. The retention by the Trustee or the Holders of any
security, prior to the realization by the Trustee or the Holders of its rights
to such security upon foreclosure thereon, shall not, as between the Trustee and
any Guarantor, be considered as a purchase of such security, or as payment,
satisfaction or reduction of the Indenture Obligations due to the Trustee or the
Holders by the Company or any part thereof.

Section 10.05. Waivers.
               -------

               (a)  Each Guarantor hereby expressly waives (to the extent
permitted by law) notice of the acceptance of this Guarantee and notice of the
existence, renewal, extension or the non-performance, non-payment, or non-
observance on the part of the Company of any of the terms, covenants, conditions
and provisions of this Indenture or the Notes or any other notice whatsoever to
or upon the Company or such Guarantor with respect to the Indenture Obligations.
Each Guarantor hereby acknowledges communication to it of the terms of this
Indenture and the Notes and all of the provisions therein contained and consents
to and approves the same. Each Guarantor hereby expressly waives (to the extent
permitted by law) diligence, presentment, protest and demand for payment.

                                      -67-


               (b)    Without prejudice to any of the rights or recourses which
the Trustee or the Holders may have against the Company, each Guarantor hereby
expressly waives (to the extent permitted by law) any right to require the
Trustee or the Holders to:

               (i)    initiate or exhaust any rights, remedies or recourse
          against the Company, any Guarantor or any other Person;

               (ii)   value, realize upon, or dispose of any security of the
          Company or any other Person held by the Trustee or the Holders; or

               (iii)  initiate or exhaust any other remedy which the Trustee or
          the Holders may have in law or equity;

before requiring or becoming entitled to demand payment from such Guarantor
under this Guarantee.

Section 10.06. The Guarantors Remain Obligated in Event the Company Is No
               Longer Obligated to Discharge Indenture Obligations.
               ----------------------------------------------------

               It is the express intention of the Trustee and the Guarantors
that if for any reason the Company has no legal existence, is or becomes under
no legal obligation to discharge the Indenture Obligations owing to the Trustee
or the Holders by the Company or if any of the Indenture Obligations owing by
the Company to the Trustee or the Holders becomes irrecoverable from the Company
by operation of law or for any reason whatsoever, this Guarantee and the
covenants, agreements and obligations of the Guarantors contained in this
Article Ten shall nevertheless be binding upon the Guarantors, as principal
debtor, until such time as all such Indenture Obligations have been paid in full
to the Trustee and all Indenture Obligations owing to the Trustee or the Holders
by the Company have been discharged, or such earlier time as Section 9.01 shall
apply to the Notes and the Guarantors shall be responsible for the payment
thereof to the Trustee or the Holders upon demand.

Section 10.07. Fraudulent Conveyance; Subrogation.
               ----------------------------------

               (a)  Any term or provision of this Guarantee to the contrary
notwithstanding, (i) the aggregate amount of the Indenture Obligations
guaranteed hereunder shall be reduced to the extent necessary to prevent this
Guarantee from violating or becoming voidable under applicable law relating to
fraudulent conveyance or fraudulent transfer or similar laws affecting the
rights of creditors generally and (ii) with respect to the liability of
Canandaigua B.V. only, the liability of Canandaigua B.V. under its Guarantee
shall not exceed the net intrinsic value of Canandaigua B.V. without leaving the
other creditors of Canandaigua B.V. unpaid.

               (b)  Each Guarantor hereby waives all rights of subrogation or
contribution, whether arising by contract or operation of law (including without
limitation, any such right arising under federal bankruptcy law) or otherwise by
reason of any payment by it pursuant to the provisions of this Article Ten.

Section 10.08. Guarantee Is Additional to Other Security.
               -----------------------------------------

               This Guarantee shall be in addition to and not in substitution
for any other guarantees or other security which the Trustee may now or
hereafter hold in respect of the Indenture Obligations owing to the Trustee or
the Holders by the Company and (except as may be required by law) the Trustee
shall be under no obligation to marshal in favor of each of the Guarantors any
other guarantees or other security or any moneys

                                      -68-


or other assets which the Trustee may be entitled to receive or upon which the
Trustee or the Holders may have a claim.

Section 10.09. No Recourse Against Others.
               --------------------------

               A director, officer, employee, stockholder or incorporator, as
such, of the Company shall not have any liability for any obligations of the
Company under the Notes or this Indenture or for any claim based on, in respect
of or by reason of such obligations or their creations. Each Holder by accepting
a Note waives and releases all such liability. Such waiver and release are part
of the consideration for the issuance of the Notes.

Section 10.10. No Bar to Further Actions.
               -------------------------

               Except as provided by law, no action or proceeding brought or
instituted under Article Ten and this Guarantee and no recovery or judgment in
pursuance thereof shall be a bar or defense to any further action or proceeding
which may be brought under this Article Ten and the Guarantee by reason of any
further default or defaults under this Article Ten and the Guarantee or in the
payment of any of the Indenture Obligations owing by the Company.

Section 10.11. Failure To Exercise Rights Shall Not Operate as a Waiver; No
               Suspension of Remedies.
               -----------------------

               (a)  No failure to exercise and no delay in exercising, on the
part of the Trustee or the Holders, any right, power, privilege or remedy under
this Article Ten and the Guarantee shall operate as a waiver thereof, nor shall
any single or partial exercise of any rights, power, privilege or remedy
preclude any other or further exercise thereof, or the exercise of any other
rights, powers, privileges or remedies. The rights and remedies herein provided
for are cumulative and not exclusive of any rights or remedies provided in law
or equity.

               (b)  Nothing contained in this Article Ten shall limit the right
of the Trustee or the Holders to take any action to accelerate the maturity of
the Notes pursuant to Article Six or to pursue any rights or remedies hereunder
or under applicable law.

Section 10.12. Trustee's Duties; Notice to Trustee.
               -----------------------------------

               (a)  Any provision in this Article Ten or elsewhere in this
Indenture allowing the Trustee to request any information or to take any action
authorized by, or on behalf of any Guarantor, shall be permissive and shall not
be obligatory on the Trustee except as the Holders may direct in accordance with
the provisions of this Indenture or where the failure of the Trustee to request
any such information or to take any such action arises from the Trustee's
negligence or willful misconduct.

               (b)  The Trustee shall not be required to inquire into the
existence, powers or capacities of the Company, any Guarantor or the officers,
directors or agents acting or purporting to act on their respective behalf.

Section 10.13. Successors and Assigns.
               ----------------------

               All terms, agreements and conditions of this Article Ten shall
extend to and be binding upon each Guarantor and its successors and permitted
assigns and shall inure to the benefit of and may be enforced

                                      -69-


by the Trustee and its successors and assigns; provided, however, that the
Guarantors may not assign any of their rights or obligations hereunder other
than in accordance with Article Five.

Section 10.14. Release of Guarantee.
               --------------------

               Concurrently with the payment in full of all of the Indenture
Obligations, the Guarantors shall be released from and relieved of their
obligations under this Article Ten. Upon the delivery by the Company to the
Trustee of an Officer's Certificate and, if requested by the Trustee, an Opinion
of Counsel to the effect that the transaction giving rise to the release of this
Guarantee was made by the Company in accordance with the provisions of this
Indenture and the Notes, the Trustee shall execute any documents reasonably
required in order to evidence the release of the Guarantors from their
obligations under this Guarantee. If any of the Indenture Obligations are
revived and reinstated after the termination of this Guarantee, then all of the
obligations of the Guarantors under this Guarantee shall be revived and
reinstated as if this Guarantee had not been terminated until such time as the
Indenture Obligations are paid in full, and each Guarantor shall enter into an
amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing
such revival and reinstatement.

               This Guarantee shall terminate with respect to each Guarantor and
shall be automatically and unconditionally released and discharged as provided
in Section 4.15.

Section 10.15. Execution of Guarantee.
               ----------------------

               To evidence the Guarantee, each Guarantor hereby agrees to
execute the guarantee substantially in the form set forth in Exhibit C hereto,
                                                             ---------
to be endorsed on each Note authenticated and delivered by the Trustee and that
this Indenture shall be executed on behalf of each Guarantor by one if its
Officers, or one of its other officers (or officer's of the Company) or any
other person (through power of attorney or otherwise) in each case duly
authorized by such Guarantor's board of directors. The signature of any of these
officers on the Notes may be manual or facsimile.

                                  ARTICLE 11

                                 MISCELLANEOUS


Section 11.01. TIA Controls.
               ------------

               If any provision of this Indenture limits, qualifies or conflicts
with another provision which is required to be included in this Indenture by the
TIA, the required provision shall control.

Section 11.02. Notices.
               -------

               Any notices or other communications required or permitted
hereunder shall be in writing, and shall be sufficiently given if made by hand
delivery, by telex, by telecopier or registered or certified mail, postage
prepaid, return receipt requested, addressed as follows:

                                      -70-


                    If to the Company:

                         Constellation Brands, Inc.
                         300 WillowBrook Office Park
                         Fairport, New York  14450
                         Attention:  General Counsel
                         Fax: (716) 218-2165

                    Copy to:

                         McDermott, Will & Emery
                         227 West Monroe Street
                         Chicago, Illinois  60606
                         Attention:  Bernard Kramer, Esq.
                         Fax: (312) 984-7700

                    If to the Trustee:

                         BNY Midwest Trust Company
                         2 North LaSalle Street
                         Suite 1020
                         Chicago, Illinois 60602
                         Attention:  Daniel Donovan
                         Fax: (312) 827-8542

                    If to the Registrar or Paying Agent:

                         BNY Midwest Trust Company
                         c/o Bank of New York
                         101 Barclay Street
                         Floor 21W
                         New York, New York 10286
                         Attention:  Corporate Trust Administration
                         Fax: (212) 815-5915

                    The Company or the Trustee by written notice to the others
may designate additional or different addresses for subsequent notices or
communications. Any notice or communication to the Company or the Trustee, shall
be deemed to have been given or made as of the date so delivered if personally
delivered; when answered back, if telexed; when receipt is acknowledged, if
telecopied; and five (5) calendar days after mailing if sent by mail, postage
prepaid (except that a notice of change of address shall not be deemed to have
been given until actually received by the addressee).

                    All notices to the Holders will be valid if (i) given by
substantially concurrent delivery of the relevant notice to DTC for
communication to the holders of the Book-Entry Interests, or (ii) in the case of
a Holder of a Definitive Registered Note, including any notice delivered in
connection with TIA (S) 310(b), TIA (S) 313(c), TIA (S) 314(a) and TIA (S)
315(b), mailed to such Holders by first-class mail at their respective addresses
as they appear in the Register. Copies of any such communication or notice to a
Holder shall also be mailed to the Trustee, the Registrar and each Agent at the
same time. To the extent required by the Trust Indenture Act, any notice or
communication shall also be mailed to any Person described in TIA (S) 313(c).

                                      -71-


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

Section 11.03.  Communications by Holders with Other Holders.
                --------------------------------------------

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

Section 11.04.  Certificate and Opinion as to Conditions Precedent.
                --------------------------------------------------

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

                (1)  an Officers' Certificate (which shall include the
     statements set forth in Section 11.05 below) stating that, in the opinion
     of the signers, all conditions precedent, if any, provided for in this
     Indenture relating to the proposed action have been complied with; and

                (2)  an Opinion of Counsel (which shall include the statements
     set forth in Section 11.05 below) stating that, in the opinion of such
     counsel, all such conditions precedent, if any, provided for in this
     Indenture relating to the proposed action have been complied with.

Section 11.05.  Statements Required in Certificate and Opinion.
                ----------------------------------------------

                Each certificate and opinion with respect to compliance with a
condition or covenant provided for in this Indenture shall include:

                (1)  a statement that the person making such certificate or
     opinion has read such covenant or condition and the definitions relating
     thereto;

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

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

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

Section 11.06.  Rules by Trustee and Agents.
                ---------------------------

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

                                      -72-


Section 11.07.  Business Days; Legal Holidays.
                -----------------------------

                A "Business Day" is a day that is not a Legal Holiday.  A "Legal
Holiday" is a Saturday, a Sunday, a governmentally-recognized holiday or a day
on which banking institutions are not required to be open in such place.  If a
payment date is a Legal Holiday at a place of payment, payment may be made at
that place on the next succeeding day that is not a Legal Holiday, and no
interest shall accrue for the intervening period.

Section 11.08.  Governing Law.
                -------------

                THIS INDENTURE AND THE NOTES SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS
MADE AND PERFORMED WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF
CONFLICTS OF LAW. EACH OF THE PARTIES HERETO AGREES TO SUBMIT TO THE
JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK IN ANY ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO THIS INDENTURE OR THE NOTES.

                EACH GUARANTOR HEREBY IRREVOCABLY APPOINTS AND DESIGNATES THE
COMPANY AT THE ADDRESS SET FORTH IN SECTION 11.02 HEREOF, AS THE TRUE AND LAWFUL
ATTORNEY AND DULY AUTHORIZED AGENT FOR ACCEPTANCE OF SERVICE OF LEGAL PROCESS OF
SUCH GUARANTOR. EACH GUARANTOR HEREBY AGREES THAT SERVICE OF PROCESS IN ANY SUCH
PROCEEDING MAY BE EFFECTED BY MAILING A COPY THEREOF BY REGISTERED OR CERTIFIED
MAIL (OR ANY SUBSTANTIALLY SIMILAR FORM OF MAIL), POSTAGE PREPAID, TO THE
ADDRESS OF THE COMPANY SPECIFIED IN SECTION 11.02 HEREOF. IN ADDITION, EACH
GUARANTOR HEREBY IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW, ANY
OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUIT,
ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, ITS GUARANTEE
OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH BROUGHT IN THE COURTS OF
THE STATE OF NEW YORK OR THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN
DISTRICT OF NEW YORK, AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING
BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

Section 11.09.  No Adverse Interpretation of Other Agreements.
                ---------------------------------------------

                This Indenture may not be used to interpret another indenture,
loan, security or debt agreement of the Company or any Subsidiary thereof. No
such indenture, loan, security or debt agreement may be used to interpret this
Indenture except as expressly provided herein.

Section 11.10.  No Recourse Against Others.
                --------------------------

                A director, officer, employee, stockholder or incorporator, as
such, of the Company shall not have any liability for any obligations of the
Company under the Notes or this Indenture or for any claim based on, in respect
of or by reason of such obligations or their creations. Each Holder by accepting
a Note waives and releases all such liability. Such waiver and release are part
of the consideration for the issuance of the Notes.

                                      -73-


Section 11.11.  Successors.
                ----------

                All agreements of the Company in this Indenture and the Notes
shall bind its successors. All agreements of the Trustee, any additional trustee
and any Paying Agents in this Indenture shall bind its successor.

Section 11.12.  Multiple Counterparts.
                ---------------------

                The parties may sign multiple counterparts of this Indenture.
Each signed counterpart shall be deemed an original, but all of them together
represent one and the same agreement.

Section 11.13.  Table of Contents, Headings, etc.
                --------------------------------

                The table of contents, cross-reference sheet and headings of the
Articles and Sections of this Indenture have been inserted for convenience of
reference only, are not to be considered a part hereof, and shall in no way
modify or restrict any of the terms or provisions hereof.

Section 11.14.  Separability.
                ------------

                Each provision of this Indenture shall be considered separable
and if for any reason any provision which is not essential to the effectuation
of the basic purpose of this Indenture or the Notes shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.

Section 11.15.  Benefits of Indenture.
                ---------------------

                Nothing in this Indenture or in the Notes, express or implied,
shall give to any Person, other than the parties hereto and their successors
hereunder and the Holders of Notes, any benefit or any legal or equitable right,
remedy or claim under this Indenture.

                                      -74-


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


                                   CONSTELLATION BRANDS, INC.


                                   By: /s/ Thomas S. Summer
                                       ---------------------------------------
                                       Name:  Thomas S. Summer
                                       Title: Executive Vice President and
                                              Chief Financial Officer

                                   BATAVIA WINE CELLARS, INC.

                                   By:  /s/ Thomas S. Summer
                                       ---------------------------------------
                                       Name:  Thomas S. Summer
                                       Title: Treasurer

                                   BARTON INCORPORATED

                                   By: /s/ Thomas S. Summer
                                       ---------------------------------------
                                       Name:  Thomas S. Summer
                                       Title: Vice President

                                   BARTON BRANDS, LTD.

                                   By: /s/ Thomas S. Summer
                                       ---------------------------------------
                                       Name:  Thomas S. Summer
                                       Title: Vice President

                                   BARTON BEERS, LTD.

                                   By: /s/ Thomas S. Summer
                                       ---------------------------------------
                                       Name:  Thomas S. Summer
                                       Title: Vice President

                                   BARTON BRANDS OF CALIFORNIA, INC.

                                   By: /s/ Thomas S. Summer
                                       ---------------------------------------
                                       Name:  Thomas S. Summer
                                       Title: Vice President

                                      S-1


                                   BARTON BRANDS OF GEORGIA, INC.

                                   By: /s/ Thomas S. Summer
                                       ---------------------------------------
                                       Name:  Thomas S. Summer
                                       Title: Vice President

                                   BARTON DISTILLERS IMPORT CORP.

                                   By: /s/ Thomas S. Summer
                                       ---------------------------------------
                                       Name:  Thomas S. Summer
                                       Title: Vice President

                                   BARTON FINANCIAL CORPORATION

                                   By: /s/ Thomas S. Summer
                                       ---------------------------------------
                                       Name:  Thomas S. Summer
                                       Title: Vice President

                                   STEVENS POINT BEVERAGE CO.

                                   By: /s/ Thomas S. Summer
                                       ---------------------------------------
                                       Name:  Thomas S. Summer
                                       Title: Vice President

                                   CANANDAIGUA LIMITED

                                   By: /s/ Thomas S. Summer
                                       ---------------------------------------
                                       Name:  Thomas S. Summer
                                       Title: Finance Director
                                              (Principal Financial Officer and
                                              Principal Accounting Officer)

                                   MONARCH IMPORT COMPANY

                                   By: /s/ Thomas S. Summer
                                       ---------------------------------------
                                       Name:  Thomas S. Summer
                                       Title: Vice President

                                      S-2


                                   CANANDAIGUA WINE COMPANY, INC.

                                   By: /s/ Thomas S. Summer
                                       ---------------------------------------
                                       Name:  Thomas S. Summer
                                       Title: Treasurer

                                   CANANDAIGUA EUROPE LIMITED

                                   By: /s/ Thomas S. Summer
                                       ---------------------------------------
                                       Name:  Thomas S. Summer
                                       Title: Treasurer

                                   ROBERTS TRADING CORP.

                                   By: /s/ Thomas S. Summer
                                       ---------------------------------------
                                       Name:  Thomas S. Summer
                                       Title: President and Treasurer

                                   POLYPHENOLICS, INC.

                                   By: /s/ Thomas S. Summer
                                       ---------------------------------------
                                       Name:  Thomas S. Summer
                                       Title: Vice President and Treasurer

                                   FRANCISCAN VINEYARDS, INC.

                                   By: /s/ Thomas S. Summer
                                       ---------------------------------------
                                       Name:  Thomas S. Summer
                                       Title: Vice President and Treasurer

                                   ALLBERRY, INC.

                                   By: /s/ Thomas S. Summer
                                       ---------------------------------------
                                       Name:  Thomas S. Summer
                                       Title: Vice President and Treasurer

                                      S-3


                                   CLOUD PEAK CORPORATION

                                   By: /s/Thomas S. Summer
                                       ---------------------------------------
                                       Name:  Thomas S. Summer
                                       Title: Vice President and Treasurer

                                   M.J. LEWIS CORP.

                                   By: /s/Thomas S. Summer
                                       ---------------------------------------
                                       Name:  Thomas S. Summer
                                       Title: Vice President and Treasurer

                                   MT. VEEDER CORPORATION

                                   By: /s/Thomas S. Summer
                                       ---------------------------------------
                                       Name:  Thomas S. Summer
                                       Title: Vice President and Treasurer

                                   CANANDAIGUA B.V.

                                   By: /s/Thomas S. Summer
                                       ---------------------------------------
                                       Name:  Thomas S. Summer
                                       Title: Representative

                                   BARTON CANADA, LTD.

                                   By: /s/Thomas S. Summer
                                       ---------------------------------------
                                       Name:  Thomas S. Summer
                                       Title: Vice President

                                      S-4


                                   BNY MIDWEST TRUST COMPANY,
                                     as Trustee

                                   By: /s/ DGDonovan
                                       ---------------------------------------
                                       Name:  DGDonovan
                                       Title: Assistant Vice President

                                      S-5


                                                                       EXHIBIT A
                                                                       ---------

                                                        [CUSIP/ISIN No.:       ]

                                {Face of 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) IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY
IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT,
(2) AGREES THAT IT WILL NOT WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS
SECURITY RESELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO THE COMPANY OR
ANY SUBSIDIARY THEREOF, (B) INSIDE THE UNITED STATES TO A QUALIFIED
INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C)
OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904
UNDER THE SECURITIES ACT, (D) PURSUANT TO THE EXEMPTION FROM REGISTRATION
PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (E) PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (F) PURSUANT TO
ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT AND (3) AGREES THAT IT WILL GIVE 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. THE INDENTURE CONTAINS A PROVISION REQUIRING THE TRUSTEE TO
REFUSE TO REGISTER ANY TRANSFER OF THIS SECURITY IN VIOLATION OF THE FOREGOING
RESTRICTIONS.]/1/

THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY, A NEW
YORK CORPORATION ("DTC"), OR A NOMINEE OF DTC OR A SUCCESSOR DEPOSITORY.
TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN
PART, TO NOMINEES OF DTC, OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE
AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE
IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTIONS 2.01 AND 2.07 OF THE
INDENTURE./2/


UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO
THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT AND
ANY SUCH CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN

_________________________________

/1/  Include this legend on any Restricted Global Note.

/2/  Include this legend on any Global Note.

                                      A-1


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./3/

                          CONSTELLATION BRANDS, INC.
                                 _____________

                            8% SENIOR NOTE DUE 2008

                                                             [CUSIP/ISIN] NO.

No.                                                                        $

          CONSTELLATION BRANDS, INC., a Delaware corporation (herein called the
"Company," which term includes any successor Person under the Indenture
hereinafter referred to), for value received, hereby promises to pay to       ,
registered assigns, the principal sum of      U.S. Dollars on February 15, 2008,
at the office or agency of the Company referred to below, and to pay interest
thereon from February 21, 2001, or from the most recent Interest Payment Date to
which interest has been paid or duly provided for, semi-annually on February 15
and August 15, in each year, commencing August 15, 2001, at the rate of 8% per
annum, in U.S. Dollars, until the principal hereof is paid or duly provided for.
Interest shall be computed on the basis of a 360-day year comprised of twelve
30-day months.

          The interest so payable, and punctually paid or duly provided for, on
any Interest Payment Date will, as provided in such Indenture, be paid to the
Person in whose name this Note (or one or more predecessor Notes) is registered
at the close of business on the regular record date for such interest, which
shall be February 1 or August 1 (whether or not a Business Day), as the case may
be, next preceding such Interest Payment Date. Any such interest not so
punctually paid, or duly provided for, and interest on such defaulted interest
at the interest rate borne by the Notes, to the extent lawful, shall forthwith
cease to be payable to the Holder on such regular record date, and may be paid
to the Person in whose name this Note (or one or more predecessor Notes) is
registered at the close of business on a special record date for the payment of
such defaulted interest to be fixed by the Trustee, notice whereof shall be
given to Holders of Notes not less than 10 days prior to such special record
date, or may be paid at any time in any other lawful manner not inconsistent
with the requirements of any securities exchange on which the Notes may be
listed, and upon such notice as may be required by such exchange, all as more
fully provided in said Indenture.

          Payment of the principal of, premium, if any, and interest on this
Note will be made at the office or agency of the Company maintained for that
purpose, in such coin or currency of the United States as at the time of payment
is legal tender for payment of public and private debts; provided, however, that
payment of interest may be made at the option of the Company, (i) in the case of
a Global Note, by wire or book entry transfer to The Depository Trust Company,
or (ii) in all other cases, by check mailed to the address of the Person
entitled thereto as such address shall appear on the Register. Interest shall be
computed on the basis of a 360-day year of twelve 30-day months.


_________________________________

/3/ Include this legend on any Global Note issued to Cede & Co. as nominee of
    The Depository Trust Company.

                                      A-2


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

          This Note is entitled to the benefits of Guarantees by each of the
Guarantors of the punctual payment when due of the Indenture Obligations made in
favor of the Trustee for the benefit of the Holders. Reference is hereby made to
Article Ten of the Indenture for a statement of the respective rights,
limitations of rights, duties and obligations under the Guarantees of each of
the Guarantors.

          Unless the certificate of authentication hereon has been duly executed
by the Trustee referred to on the reverse hereof or by the authenticating agent
appointed as provided in the Indenture by manual signature, this Note shall not
be entitled to any benefit under the Indenture, or be valid or obligatory for
any purpose.

                                      A-3


          IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed by the manual or facsimile signature of its authorized officers.

Dated:

                                             CONSTELLATION BRANDS, INC.

                                             By:________________________________
                                                Name:
                                                Title:

Attest:


___________________________________
Authorized Officer

                                      A-4


                    TRUSTEE'S CERTIFICATE OF AUTHENTICATION

          This is one of the 8% Senior Notes due 2008 referred to in the within-
mentioned Indenture.

                                        BNY Midwest Trust Company, as Trustee

                                        By:_____________________________________
                                           Name:
                                           Title:

                                      A-5


                               {Reverse of Note}

                          CONSTELLATION BRANDS, INC.

                            8% SENIOR NOTE DUE 2008

          This Note is one of a duly authorized issue of Notes of the Company
designated as its 8% Senior Notes due 2008 (herein called the "Notes"),
unlimited in aggregate principal amount, issued under an indenture (the
"Indenture") dated as of February 21, 2001, among the Company, the Guarantors
and BNY Midwest Trust Company, as trustee (herein called the "Trustee," which
term includes any successor trustee under the Indenture) and all indentures
supplemental thereto reference is hereby made for a statement of the respective
rights, limitations of rights, duties, obligations and immunities thereunder of
the Company, the Guarantors, the Trustee and the Holders of the Notes, and of
the terms upon which the Notes are, and are to be, authenticated and delivered.
Capitalized terms used herein without definition have the meanings assigned to
such terms in the Indenture.

          The Indenture contains provisions for defeasance at any time of (a)
the entire Indebtedness on the Notes or (b) certain restrictive covenants and
related Defaults and Events of Default, in each case upon compliance with
certain conditions set forth therein.

          The Notes will be redeemable, in whole or in part, at the option of
the Company at any time at a redemption price equal to the greater of (i) 100%
of the principal amount of such Notes, and (ii) as determined by the Quotation
Agent, the sum of the present values of the remaining scheduled payments of
principal and interest thereon (not including any portion of such payments of
interest accrued as of the date of redemption) discounted to the date of
redemption on a semi-annual basis (assuming a 360-day year consisting of twelve
30-day months) at the Adjusted Treasury Rate plus 50 basis points, plus, in each
case, accrued interest thereon to the date of redemption.

          Upon the occurrence of a Change of Control, each Holder may require
the Company to repurchase all or a portion of such Holder's Notes in an amount
of $1,000 or integral multiples of $1,000, at a purchase price in cash equal to
101% of the principal amount thereof, together with accrued and unpaid interest,
if any, to the date of repurchase.

          Under certain circumstances, in the event the Net Cash Proceeds
received by the Company from any Asset Sale, which proceeds are not used to
repay secured Indebtedness or invested in properties or assets used in the
businesses of the Company or reasonably related thereto, exceeds a specified
amount the Company will be required to apply such proceeds to the repayment of
the Notes and certain indebtedness ranking pari passu to the Notes.

          In the case of any redemption or repurchase of Notes in accordance
with the Indenture, interest installments whose Stated Maturity is on or prior
to the redemption date will be available to the Holders of such Notes of record
as of the close of business on the relevant regular record date referred to on
the face hereof. Notes (or portions thereof) for whose redemption and payment
provision is made in accordance with the Indenture shall cease to bear interest
from and after the date of redemption.

          In the event of redemption or repurchase of this Note in accordance
with the Indenture in part only, a new Note or Notes for the unredeemed portion
hereof shall be issued in the name of the Holder hereof upon the cancellation
hereof.

                                      A-6


          If an Event of Default shall occur and be continuing, the principal
amount of all the Notes may be declared due and payable in the manner and with
the effect provided in the Indenture.

          The Indenture permits, with certain exceptions (including certain
amendments permitted without the consent of any Holders) as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Guarantors and the Holders under the Indenture and
the Notes and the Guarantees at any time by the Company and the Trustee with the
consent of the Holders of not less than a majority in aggregate principal amount
of the Notes at the time Outstanding. The Indenture also contains provisions
permitting the Holders of specified percentages in aggregate principal amount of
the Notes at the time Outstanding, on behalf of the Holders of all the Notes, to
waive compliance by the Company and the Guarantors with certain provisions of
the Indenture and the Notes and the Guarantees and their consequences. Any such
consent or waiver by or on behalf of the Holder of this Note shall be conclusive
and binding upon such Holder and upon all future Holders of this Note and of any
Note issued upon the registration of transfer hereof or in exchange hereof or in
lieu hereof whether or not notation of such consent or waiver is made upon this
Note.

          No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Company, any
Guarantor or any other obligor on the Notes (in the event such Guarantor or
other obligor is obligated to make payments in respect of the Notes), which is
absolute and unconditional, to pay the principal of, premium, if any, and
interest on this Note at the times, place, and rate, and in the coin or
currency, herein prescribed.

          Pursuant to [the Initial Registration Rights Agreement][a registration
rights agreement], the Company will be obligated to consummate an exchange offer
pursuant to which the Holder of this Note shall have the right to exchange this
Note for the Company's Series B Notes (the "Exchange Notes"), which have been
                                            --------------
registered under the Securities Act, in like principal amount and having terms
identical in all material respects to this Note.  The Holder of this Note shall
be entitled to receive certain Additional Interest payments in the event such
exchange offer is not consummated and upon certain other conditions, all
pursuant to and in accordance with the terms of  such registration rights
agreement./4/

          This Global Note will be exchangeable for Definitive Notes only (i)
(in whole but not in part) if the Depositary is closed for business for a
continuous period of 14 days (other than by reason of holiday, statutory or
otherwise) or announces an intention permanently to cease business or does in
fact do so and no alternative clearing system satisfactory to the Trustee is
available, or (ii) (in whole or in part) if an Event of Default under the
Indenture occurs and is continuing, upon the request delivered in writing to the
Depositary or the Trustee by the owner of a Book-Entry Interest (as defined in
the Indenture), (iii) (in whole but not in part) if at any time the Company in
its sole discretion determines that this Global Note should be exchanged for
Definitive Notes or (iv) (in whole but not in part) if the Depositary is at any
time unwilling or unable to continue as the Depositary and a successor
Depositary is not able to be appointed by the Company within 90 days. Thereupon
(in the case of (i), (ii) and (iv) above, the holder of this Global Note (acting
on the instructions of (a) holder(s) of (a) Book-Entry Interest(s) may give
notice to the Company and (in the case of (iii) above) the Company may give
notice to the Trustee and the Holders, of its intention to exchange this Global
Note for Definitive Notes on or after the Exchange Date (as defined below).


_________________________________

/4/  Include this paragraph in any Restricted Global Note entitled to the
     benefits of a registration rights agreement.

                                      A-7


          On or after the Exchange Date the holder of this Global Note may or,
in the case of (iii) above, shall surrender this Global Note to or to the order
of the Paying Agent. In exchange for this Global Note the Company will deliver,
or procure the delivery of, Definitive Notes in registered form in denominations
of $1,000 each or any integral multiple thereof in exchange for the whole or, in
the case of (ii) above, the relevant part of this Global Note).

          "Exchange Date" means a day specified in the notice requiring exchange
falling not more than 60 days after that on which such notice is given and on
which banks are open for business in the city in which the specified office of
the Paying Agent is located and in the city in which the relevant clearing
system is located.

          Upon (i) any exchange of a part of this Global Note for all or part of
another Global Note or for Definitive Notes or (ii) the purchase by or on behalf
of the Company, or any Subsidiary of the Company and cancellation of a part of
this Global Note in accordance with Section 2.12 of the Indenture, the portion
of the principal amount hereof so exchanged or so purchased and canceled shall
be endorsed by or on behalf of the Paying Agent on behalf of the Company on Part
II of the Schedule hereto, whereupon the principal amount of this Global Note
shall be reduced by the principal amount so exchanged or so purchased and
canceled and endorsed. Upon the exchange of the whole of this Global Note for
another Global Note or for Definitive Notes, this Global Note shall be
surrendered to or to the order of the Paying Agent and canceled and, if the
holder of this Global Note requests, returned to it together with any relevant
Definitive Notes, if applicable.

          The Notes in certificated form are issuable only in registered form
without coupons in denominations of $1,000 and any integral multiple thereof.

          No service charge shall be made for any registration of transfer or
exchange of Notes, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.

          Prior to and at the time of due presentment of this Note for
registration of transfer, the Company, any Guarantor, the Trustee and any agent
of the Company, any Guarantor or the Trustee may treat the Person in whose name
this Note is registered as the owner hereof for all purposes, whether or not
this Note is overdue, and neither the Company, the Trustee nor any agent shall
be affected by notice to the contrary.

          THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES
THEREOF.

                                      A-8


                            FORM OF TRANSFER NOTICE
                            -----------------------

I or we assign and transfer this Note to:

Please insert social security or other identifying number of assignee

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

Print or type name, address and zip code of assignee and irrevocably appoint
__________________

(Agent), to transfer this Note on the books of the Company. The Agent may
substitute another to act for him.

Dated  ____________________________Signed_______________________________________

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

{Signature must be guaranteed by an eligible Guarantor Institution (banks, stock
brokers, savings and loan associations and credit unions) with membership in an
approved guarantee medallion program pursuant to Securities and Exchange
Commission Rule 17 Ad-15}

                                      A-9


                                 THE SCHEDULES

                                    PART I

                  PAYMENTS OF PRINCIPAL, PREMIUM AND INTEREST

The following payments on this Global Note have been made:



                                                                                    Remaining principal      Notation
                                                                                    amount of this Global    made on
                                                                                    Note following such      behalf of the
Date made        Interest paid ($)     Premium paid ($)       Principal paid ($)    payment ($)              Company
                                                                                              
_________        _________________     ________________       __________________    _____________________    ____________
_________        _________________     ________________       __________________    _____________________    ____________
_________        _________________     ________________       __________________    _____________________    ____________
_________        _________________     ________________       __________________    _____________________    ____________
_________        _________________     ________________       __________________    _____________________    ____________
_________        _________________     ________________       __________________    _____________________    ____________
_________        _________________     ________________       __________________    _____________________    ____________
_________        _________________     ________________       __________________    _____________________    ____________
_________        _________________     ________________       __________________    _____________________    ____________
_________        _________________     ________________       __________________    _____________________    ____________
_________        _________________     ________________       __________________    _____________________    ____________
_________        _________________     ________________       __________________    _____________________    ____________
_________        _________________     ________________       __________________    _____________________    ____________
_________        _________________     ________________       __________________    _____________________    ____________
_________        _________________     ________________       __________________    _____________________    ____________
_________        _________________     ________________       __________________    _____________________    ____________
_________        _________________     ________________       __________________    _____________________    ____________
_________        _________________     ________________       __________________    _____________________    ____________
_________        _________________     ________________       __________________    _____________________    ____________
_________        _________________     ________________       __________________    _____________________    ____________
_________        _________________     ________________       __________________    _____________________    ____________
_________        _________________     ________________       __________________    _____________________    ____________
_________        _________________     ________________       __________________    _____________________    ____________
_________        _________________     ________________       __________________    _____________________    ____________
_________        _________________     ________________       __________________    _____________________    ____________
_________        _________________     ________________       __________________    _____________________    ____________
_________        _________________     ________________       __________________    _____________________    ____________
_________        _________________     ________________       __________________    _____________________    ____________
_________        _________________     ________________       __________________    _____________________    ____________
_________        _________________     ________________       __________________    _____________________    ____________
_________        _________________     ________________       __________________    _____________________    ____________
_________        _________________     ________________       __________________    _____________________    ____________
_________        _________________     ________________       __________________    _____________________    ____________
_________        _________________     ________________       __________________    _____________________    ____________
_________        _________________     ________________       __________________    _____________________    ____________


                                      A-10


                                    PART II

                                   EXCHANGES

                        AND PURCHASES AND CANCELLATIONS

The following exchanges of a part of this Global Note for a like part of another
Global Note, of this Global Note for Definitive Notes and purchases and
cancellations of a part of this Global Note have been made:



             Part of principal
             amount of this Global
             Note exchanged for a
             like part of another      Part of princi-
             Global Note or vice       pal amount of this  Aggregate principal amount
             versa or of this Global   Global Note         of this Global Note following    Notation made on be-
Date made    Note for Definitive       purchased and       such exchange or purchase        half of the Company
             Notes ($)                 canceled ($)        and cancellation ($)             ($)
                                                                                
_________    _______________________   _______________     _____________________________    ____________________
_________    _______________________   _______________     _____________________________    ____________________
_________    _______________________   _______________     _____________________________    ____________________
_________    _______________________   _______________     _____________________________    ____________________
_________    _______________________   _______________     _____________________________    ____________________
_________    _______________________   _______________     _____________________________    ____________________
_________    _______________________   _______________     _____________________________    ____________________
_________    _______________________   _______________     _____________________________    ____________________
_________    _______________________   _______________     _____________________________    ____________________
_________    _______________________   _______________     _____________________________    ____________________
_________    _______________________   _______________     _____________________________    ____________________
_________    _______________________   _______________     _____________________________    ____________________
_________    _______________________   _______________     _____________________________    ____________________
_________    _______________________   _______________     _____________________________    ____________________
_________    _______________________   _______________     _____________________________    ____________________
_________    _______________________   _______________     _____________________________    ____________________
_________    _______________________   _______________     _____________________________    ____________________
_________    _______________________   _______________     _____________________________    ____________________
_________    _______________________   _______________     _____________________________    ____________________


                                      A-11


                                                                       EXHIBIT B
                                                                       ---------

                                {Face of 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) IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY
IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT,
(2) AGREES THAT IT WILL NOT WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS
SECURITY RESELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO THE COMPANY OR
ANY SUBSIDIARY THEREOF, (B) INSIDE THE UNITED STATES TO A QUALIFIED
INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C)
OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904
UNDER THE SECURITIES ACT, (D) PURSUANT TO THE EXEMPTION FROM REGISTRATION
PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (E) PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (F) PURSUANT TO
ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT AND (3) AGREES THAT IT WILL GIVE 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.  THE INDENTURE CONTAINS A PROVISION REQUIRING THE TRUSTEE TO
REFUSE TO REGISTER ANY TRANSFER OF THIS SECURITY IN VIOLATION OF THE FOREGOING
RESTRICTIONS./1/


                           CONSTELLATION BRANDS, INC.

                                _______________

                            8% SENIOR NOTE DUE 2008


                                                                [CUSIP/ISIN] NO.

No.                                                                           $

          CONSTELLATION BRANDS, INC., a Delaware corporation (herein called the
"Company," which term includes any successor Person under the Indenture
hereinafter referred to), for value received, hereby promises to pay to        ,
or registered assigns, the principal sum of        U.S. Dollars on February 15,
2008, at the office or agency of the Company referred to below, and to pay
interest thereon from February [ ], 2001, or from the most recent Interest
Payment Date to which interest has been paid or duly provided for, semi-annually
on February 15 and August 15, in each year, commencing August 15, 2001, at the
rate of


____________________

/1/  Include this legend on Restricted Definitive Notes.

                                      B-1


8% per annum, in U.S. Dollars, until the principal hereof is paid or duly
provided for. Interest shall be computed on the basis of a 360-day year
comprised of twelve 30-day months.

          The interest so payable, and punctually paid or duly provided for, on
any Interest Payment Date will, as provided in such Indenture, be paid to the
Person in whose name this Note (or one or more predecessor Notes) is registered
at the close of business on the regular record date for such interest, which
shall be February 1 or August 1 (whether or not a Business Day), as the case may
be, next preceding such Interest Payment Date.  Any such interest not so
punctually paid, or duly provided for, and interest on such defaulted interest
at the interest rate borne by the Notes, to the extent lawful, shall forthwith
cease to be payable to the Holder on such regular record date, and may be paid
to the Person in whose name this Note (or one or more predecessor Notes) is
registered at the close of business on a special record date for the payment of
such defaulted interest to be fixed by the Trustee, notice whereof shall be
given to Holders of Notes not less than 10 days prior to such special record
date, or may be paid at any time in any other lawful manner not inconsistent
with the requirements of any securities exchange on which the Notes may be
listed, and upon such notice as may be required by such exchange, all as more
fully provided in said Indenture.

          Payment of the principal of, premium, if any, and interest on this
Note will be made at the office or agency of the Company maintained for that
purpose, in such coin or currency of the United States as at the time of payment
is legal tender for payment of public and private debts; provided, however, that
payment of interest may be made at the option of the Company, (i) in the case of
a Global Note, by wire or book entry transfer to The Depository Trust, or (ii)
in all other cases, by check mailed to the address of the Person entitled
thereto as such address shall appear on the Register.  Interest shall be
computed on the basis of a 360-day year of twelve 30-day months.

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

          This Note is entitled to the benefits of Guarantees by each of the
Guarantors of the punctual payment when due of the Indenture Obligations made in
favor of the Trustee for the benefit of the Holders.  Reference is hereby made
to Article Ten of the Indenture for a statement of the respective rights,
limitations of rights, duties and obligations under the Guarantees of each of
the Guarantors.

          Unless the certificate of authentication hereon has been duly executed
by the Trustee referred to on the reverse hereof or by the authenticating agent
appointed as provided in the Indenture by manual signature, this Note shall not
be entitled to any benefit under the Indenture, or be valid or obligatory for
any purpose.

                                      B-2


          IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed by the manual or facsimile signature of its authorized officers.

Dated:

                                        CONSTELLATION BRANDS, INC.


                                        By: ____________________________________
                                            Name:
                                            Title:

Attest:

__________________________
Authorized Officer

                                      B-3


                    TRUSTEE'S CERTIFICATE OF AUTHENTICATION

          This is one of the 8% Senior Notes due 2008 referred to in the within-
mentioned Indenture.

                                   BNY Midwest Trust Company, as Trustee


                                   By: ________________________________
                                       Name:
                                       Title:

                                      B-4


                               {Reverse of Note}

                           CONSTELLATION BRANDS, INC.

                            8% SENIOR NOTE DUE 2008


          This Note is one of a duly authorized issue of Notes of the Company
designated as its 8% Senior Notes due 2008 (herein called the "Notes"),
unlimited in aggregate principal amount, issued under an indenture (the
"Indenture") dated as of February 21, 2001, among the Company, the Guarantors
and BNY Midwest Trust Company, as trustee (herein called the "Trustee," which
term includes any successor trustee under the Indenture) and all indentures
supplemental thereto reference is hereby made for a statement of the respective
rights, limitations of rights, duties, obligations and immunities thereunder of
the Company, the Guarantors, the Trustee and the Holders of the Notes, and of
the terms upon which the Notes are, and are to be, authenticated and delivered.
Capitalized terms used herein without definition have the meanings assigned to
such terms in the Indenture.

          The Indenture contains provisions for defeasance at any time of (a)
the entire Indebtedness on the Notes or (b) certain restrictive covenants and
related Defaults and Events of Default, in each case upon compliance with
certain conditions set forth therein.

          The Notes will be redeemable, in whole or in part, at the option of
the Company at any time at a redemption price equal to the greater of (i) 100%
of the principal amount of such Notes, and (ii) as determined by the Quotation
Agent, the sum of the present values of the remaining scheduled payments of
principal and interest thereon (not including any portion of such payments of
interest accrued as of the date of redemption) discounted to the date of
redemption on a semi-annual basis (assuming a 360-day year consisting of twelve
30-day months) at the Adjusted Treasury Rate plus 50 basis points, plus, in each
case, accrued interest thereon to the date of redemption.

          Upon the occurrence of a Change of Control, each Holder may require
the Company to repurchase all or a portion of such Holder's Notes in an amount
of $1,000 or integral multiples of $1,000, at a purchase price in cash equal to
101% of the principal amount thereof, together with accrued and unpaid interest,
if any, to the date of repurchase.

          Under certain circumstances, in the event the Net Cash Proceeds
received by the Company from any Asset Sale, which proceeds are not used to
repay secured Indebtedness or invested in properties or assets used in the
businesses of the Company or reasonably related thereto, exceeds a specified
amount the Company will be required to apply such proceeds to the repayment of
the Notes and certain indebtedness ranking pari passu to the Notes.

          In the case of any redemption or repurchase of Notes in accordance
with the Indenture, interest installments whose Stated Maturity is on or prior
to the redemption date will be available to the Holders of such Notes of record
as of the close of business on the relevant regular record date referred to on
the face hereof.  Notes (or portions thereof) for whose redemption and payment
provision is made in accordance with the Indenture shall cease to bear interest
from and after the date of redemption.

          In the event of redemption or repurchase of this Note in accordance
with the Indenture in part only, a new Note or Notes for the unredeemed portion
hereof shall be issued in the name of the Holder hereof upon the cancellation
hereof.

                                      B-5


          If an Event of Default shall occur and be continuing, the principal
amount of all the Notes may be declared due and payable in the manner and with
the effect provided in the Indenture.

          The Indenture permits, with certain exceptions (including certain
amendments permitted without the consent of any Holders) as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Guarantors and the Holders under the Indenture and
the Notes and the Guarantees at any time by the Company and the Trustee with the
consent of the Holders of not less than a majority in aggregate principal amount
of the Notes at the time Outstanding.  The Indenture also contains provisions
permitting the Holders of specified percentages in aggregate principal amount of
the Notes at the time Outstanding, on behalf of the Holders of all the Notes, to
waive compliance by the Company and the Guarantors with certain provisions of
the Indenture and the Notes and the Guarantees and their consequences.  Any such
consent or waiver by or on behalf of the Holder of this Note shall be conclusive
and binding upon such Holder and upon all future Holders of this Note and of any
Note issued upon the registration of transfer hereof or in exchange hereof or in
lieu hereof whether or not notation of such consent or waiver is made upon this
Note.

          No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Company, any
Guarantor or any other obligor on the Notes (in the event such Guarantor or
other obligor is obligated to make payments in respect of the Notes), which is
absolute and unconditional, to pay the principal of, premium, if any, and
interest on this Note at the times, place, and rate, and in the coin or
currency, herein prescribed.

          Pursuant to [the Initial Registration Rights Agreement][a registration
rights agreement], the Company will be obligated to consummate an exchange offer
pursuant to which the Holder of this Note shall have the right to exchange this
Note for the Company's Series B Notes (the "Exchange Notes"), which have been
                                            --------------
registered under the Securities Act, in like principal amount and having terms
identical in all material respects to this Note.  The Holder of this Note shall
be entitled to receive certain Additional Interest payments in the event such
exchange offer is not consummated and upon certain other conditions, all
pursuant to and in accordance with the terms of such registration rights
agreement./2/

          No service charge shall be made for any registration of transfer or
exchange of Notes, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.

          Prior to and at the time of due presentment of this Note for
registration of transfer, the Company, any Guarantor, the Trustee and any agent
of the Company, any Guarantor or the Trustee may treat the Person in whose name
this Note is registered as the owner hereof for all purposes, whether or not
this Note is overdue, and neither the Company, the Trustee nor any agent shall
be affected by notice to the contrary.

          THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES
THEREOF.


___________________________

/2/  Include this paragraph in Restricted Definitive Notes entitled to the
     benefits of a registration rights agreement.

                                      B-6


                            FORM OF TRANSFER NOTICE
                            -----------------------

I or we assign and transfer this Note to:

Please insert social security or other identifying number of assignee

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

Print or type name, address and zip code of assignee and irrevocably appoint
____________________

(Agent), to transfer this Note on the books of the Company.  The Agent may
substitute another to act for him.

Dated ______________________________Signed______________________________

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

{Signature must be guaranteed by an eligible Guarantor Institution (banks, stock
brokers, savings and loan associations and credit unions) with membership in an
approved guarantee medallion program pursuant to Securities and Exchange
Commission Rule 17 Ad-15}

                                      B-7


                                                                       EXHIBIT C
                                                                       ---------

                                   GUARANTEES
                                   ----------

          For value received, each of the undersigned hereby unconditionally
guarantees, jointly and severally, to the holder of this Note the payment of
principal of, premium, if any, and interest on this Note upon which these
Guarantees are endorsed in the amounts and at the time when due and payable
whether by declaration thereof, or otherwise, and interest on the overdue
principal and interest, if any, of this Note, if lawful, and the payment or
performance of all other obligations of the Company under the Indenture or the
Notes, to the holder of this Note and the Trustee, all in accordance with and
subject to the terms and limitations of this Note and Article Ten of the
Indenture.  These Guarantees will not become effective until the Trustee duly
executes the certificate of authentication on this Note.

Dated: ____________________________

                                        BATAVIA WINE CELLARS, INC.

                                        By: __________________________________


                                        BARTON INCORPORATED

                                        By: __________________________________


                                        BARTON BRANDS, LTD.

                                        By: __________________________________

                                        BARTON BEERS, LTD.

                                        By: __________________________________


                                        BARTON BRANDS OF CALIFORNIA, INC.

                                        By: __________________________________

                                      C-1


                                        BARTON BRANDS OF GEORGIA, INC.

                                        By: __________________________________



                                        BARTON DISTILLERS IMPORT CORP.

                                        By: __________________________________


                                        BARTON FINANCIAL CORPORATION

                                        By: __________________________________



                                        STEVENS POINT BEVERAGE CO.

                                        By: __________________________________



                                        CANANDAIGUA LIMITED


                                        By: __________________________________


                                        MONARCH IMPORT COMPANY

                                        By: __________________________________



                                        CANANDAIGUA WINE COMPANY, INC.

                                        By: __________________________________

                                      C-2


                                        CANANDAIGUA EUROPE LIMITED

                                        By: __________________________________



                                        ROBERTS TRADING CORP.

                                        By: __________________________________


                                        POLYPHENOLICS, INC.

                                        By: __________________________________


                                        FRANCISCAN VINEYARDS, INC.

                                        By: __________________________________



                                        ALLBERRY, INC.

                                        By: __________________________________



                                        CLOUD PEAK CORPORATION

                                        By: __________________________________



                                        M.J. LEWIS CORP.

                                        By: __________________________________


                                      C-3


                                        MT. VEEDER CORPORATION

                                        By: __________________________________



                                        CANANDAIGUA B.V.

                                        By: __________________________________



                                        BARTON CANADA, LTD.

                                        By: __________________________________

                                      C-4


                                                                       EXHIBIT D
                                                                       ---------
                        FORM OF CERTIFICATE OF TRANSFER
                        -------------------------------

     Re:  Constellation Brands, Inc. ("the Company")
          8% Senior Notes due 2008 (the "Notes")
          ------------------------------------------

          Reference is hereby made to the Indenture, dated as of February 21,
2001 (the "Indenture"), among the Company, the Guarantors party thereto and BNY
Midwest Trust Company, as trustee.  Capitalized terms used but not defined
herein shall have the meanings given to them in the Indenture.

          _______________________________ (the "Transferor") owns and proposes
to transfer the Note[s] or interest in such Note[s] specified in Annex A hereto,
                                                                 -------
in a principal amount at maturity of $ _______________ (the "Transfer"), to
_______________________________ (the "Transferee"), as further specified in
Annex A hereto.  In connection with the Transfer, the Transferor hereby
- -------
certifies that:


                             [CHECK ALL THAT APPLY]
                             ----------------------

          1.   [_]  Check if Transferee will take delivery of a beneficial
interest in the 144A Global Note or a Definitive Note pursuant to Rule 144A.
The Transfer is being effected pursuant to and in accordance with Rule 144A
under the United States Securities Act of 1933, as amended (the "Securities
Act"), and, accordingly, the Transferor hereby further certifies that the Book-
Entry Interest or Definitive Note is being transferred to a Person that the
Transferor reasonably believed and believes is purchasing the Book-Entry
Interest or Definitive Note for its own account, or for one or more accounts
with respect to which such Person exercises sole investment discretion, and such
Person and each such account is a "qualified institutional buyer" within the
meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and
such Transfer is in compliance with any applicable blue sky securities laws of
any state of the United States.  Upon consummation of the proposed Transfer in
accordance with the terms of the Indenture, the transferred Book-Entry Interest
or Definitive Note will be subject to the restrictions on transfer enumerated in
the Private Placement Legend printed on the 144A Global Note and/or the
Definitive Note and in the Indenture and the Securities Act.

          2.   [_]  Check if Transferee will take delivery of a Book-Entry
Interest in the Regulation S Global Note or a Definitive Note pursuant to
Regulation S.  The Transfer is being effected pursuant to and in accordance with
Rule 903 or Rule 904 under the Securities Act and, accordingly, the Transferor
hereby further certifies that (i) the Transfer is not being made to a person in
the United States and (x) at the time the buy order was originated, the
Transferee was outside the United States or such Transferor and any Person
acting on its behalf reasonably believed and believes that the Transferee was
outside the United States or (y) the transaction was executed in, on or through
the facilities of a designated offshore securities market and neither such
Transferor nor any Person acting on its behalf knows that the transaction was
prearranged with a buyer in the United States, (ii) no directed selling efforts
have been made in contravention of the requirements of Rule 903(b) or Rule
904(b) of Regulation S under the Securities Act and (iii) the transaction is not
part of a plan or scheme to evade the registration requirements of the
Securities Act.  Upon consummation of the proposed transfer in accordance with
the terms of the Indenture, the transferred Book-Entry Interest or Definitive
Note will be subject to the restrictions on Transfer enumerated in the Private
Placement Legend printed on the Regulation S Global Note and/or the Definitive
Note and in the Indenture and the Securities Act.

          3.   [_]  Check and complete if Transferee will take delivery of a
Book-Entry Interest in the 144A Global Note or a Definitive Note pursuant to any
provision of the Securities Act other than

                                      D-1


Rule 144A or Regulation S. The Transfer is being effected in compliance with the
transfer restrictions applicable to Book-Entry Interests in Restricted Global
Notes and Restricted Definitive Notes and pursuant to and in accordance with the
Securities Act and any applicable blue sky securities laws of any state of the
United States, and accordingly the Transferor hereby further certifies that
(check one):

          (a)   [_]    such Transfer is being effected pursuant to and in
     accordance with Rule 144 under the Securities Act;

          - or -

          (b)   [_]    such Transfer is being effected to the Company or a
     subsidiary thereof.

          4.    [_]    Check if Transferee will take delivery of a Book-Entry
Interest in an Unrestricted Global Note or an Unrestricted Definitive Note.  The
Transfer is being effected pursuant to an effective registration statement under
the Securities Act and in compliance with the prospectus delivery requirements
of the Securities Act.  Upon consummation of the proposed transfer in accordance
with the terms of the Indenture, the transferred Book-Entry Interest or
Definitive Note will not be subject to the restrictions on transfer enumerated
in the Private Placement Legend.

          This certificate and the statements contained herein are made for your
benefit and the benefit of the Company.



                                                ________________________________

                                                [Insert Name of Transferor]

                                                By: ____________________________
                                                    Name:
                                                    Title:

Dated:

                                      D-2


                       ANNEX A TO CERTIFICATE OF TRANSFER
                       ----------------------------------

          1.   The Transferor owns and proposes to transfer the following:

                           [CHECK ONE OF (a) or (b)]

               (a)   [_]   a Book-Entry Interest in the:

                     (i)   [_]   144A Global Note (ISIN ________; Common Code
                                ________), held through Participant Account
                                _________, or

                     (ii)  [_]  Regulation S Global Note (ISIN ______; Common
                                Code ________), held through Participant Account
                                 __________, or

               (b)   [_]   a Restricted Definitive Note.

          2.   After the Transfer the Transferee will hold:

                           [CHECK ONE OF (a) or (b)]

               (a)   [_]   a Book-Entry Interest in the:

                     (i)   [_]   144A Global Note (ISIN _________; Common Code
                                 ________), held through Participant Account
                                 __________, or

                     (ii)  [_]   Regulation S Global Note (ISIN _______; Common
                                 Code ________), held through Participant
                                 Account __________, or

                     (iii) [_]   Unrestricted Global Note (ISIN ________;
                                 Common Code ________), held through
                                 Participant Account __________.

               (b)   [_]   a Restricted Definitive Note; or

               (c)   [_]   a Unrestricted Definitive Note.

                                      D-3


                                                                       EXHIBIT E
                                                                       ---------

                        FORM OF CERTIFICATE OF EXCHANGE
              (BETWEEN BOOK-ENTRY INTERESTS AND DEFINITIVE NOTES)

     Re:  Constellation Brands, Inc. ("the Company")
          8% Senior Notes due 2008 (the "Notes")
          ------------------------------------------

          Reference is hereby made to the Indenture, dated as of February 21,
2001 (the "Indenture"), between the Company, the Guarantors party thereto and
BNY Midwest Trust Company, as trustee.  Capitalized terms used but not defined
herein shall have the meanings given to them in the Indenture.

          __________________________ (the "Owner") owns and proposes to exchange
the Note[s] or interest in such Note[s] specified on Annex A hereto, in a
                                                     -------
principal amount at maturity of $____________ (the "Exchange").  In connection
with the Exchange, the Owner hereby certifies that:

          1.   Exchange of Book-Entry Interests in Restricted Global Notes for
Restricted Definitive Notes or Book-Entry Interests in Restricted Global Notes

          In connection with the Exchange of the Owner's Book-Entry Interest in
     a Restricted Global Note for a Restricted Definitive Note with an equal
     principal amount, the Owner hereby certifies that the Restricted Definitive
     Note is being acquired for the Owner's own account without transfer.  Upon
     consummation of the proposed Exchange in accordance with the terms of the
     Indenture, the Restricted Definitive Note issued will continue to be
     subject to the restrictions on transfer enumerated in the Private Placement
     Legend printed on the Restricted Definitive Note and in the Indenture and
     the Securities Act.

               The Owner requests that Definitive Notes be registered in the
following name:

                    ________________________________

                    ________________________________

                    and sent to the Owner at the following address:

                    ________________________________

                    ________________________________

          This certificate and the statements contained herein are made for your
benefit and the benefit of the Company.

                                        [Insert Name of Owner]

                                        By: ____________________________________
                                            Name:
                                            Title:

Dated:

                                      E-1


                                                                       EXHIBIT F
                                                                       ---------

                                   [FORM OF]
                               INTERCOMPANY NOTE

                                                                      __________


          Evidences of all loans or advances ("Loans") made hereunder shall be
reflected on the grid attached hereto.  FOR VALUE RECEIVED, __________, a
__________ corporation (the "Maker"), HEREBY PROMISES TO PAY ON DEMAND to the
order of __________ (the "Holder") the principal sum of the aggregate unpaid
principal amount to all Loans (plus accrued interest thereon) at any time and
from time to time made hereunder which has not been previously paid.

          All capitalized terms used herein that are defined in, or by reference
in, the Indenture among Constellation Brands, Inc., a Delaware corporation (the
"Company"), the Guarantors party thereto and BNY Midwest Trust Company, as
trustee, dated as of February 21, 2001 (the "Indenture"), have the meanings
assigned to such terms therein, or by reference therein, unless otherwise
defined.

                                   ARTICLE I

                          TERMS OF INTERCOMPANY NOTE

          Section 1.01  Note Forgivable.  Unless the Maker of the Loan hereunder
                        ---------------
is either of the Company or any Guarantor, the Holder may not forgive any
amounts owing under this intercompany note.

          Section 1.02  Interest:  Prepayment.  (a)  The interest rate
                        ---------------------
("Interest Rate") on the Loans shall be a rate per annum reflected on the grid
attached hereto.

          (b)  The interest, if any, payable on each of the Loans shall accrue
from the date such Loan is made and, subject to Section 2.01, shall be payable
upon demand of the Holder.

          (c)  If the principal or accrued interest, if any, of the Loans is not
paid on the date demand is made, interest on the unpaid principal and interest
will accrue at a rate equal to the Interest Rate, if any, plus 100 basis points
per annum from maturity until the principal and interest on such Loans are fully
paid.

          (d)  Subject to Section 2.01, any amounts hereunder may be prepaid at
any time by the Maker.

          Section 1.03  Subordination.  All loans made to either the Company or
                        -------------
any Guarantor shall be subordinated in right of payment to the payment and
performance of the obligations of the Company and any Subsidiary under the
Indenture, the Notes, the Guarantees or any other Indebtedness ranking pari
passu with the Notes, or any Guarantees, including, without limitation, any
Indebtedness incurred under the Credit Agreement; provided that with respect to
                                                  --------
a Subsidiary in any specific instance, such Subsidiary is also an obligor under
the Indenture, the Notes, a Guarantee or such other senior or pari passu
Indebtedness, as the case may be, whether as a borrower, guarantor or pledgor of
collateral.

                                      F-1


                                  ARTICLE II

                               EVENTS OF DEFAULT

          Section 2.01  Events of Default.  If after the date of issuance of
                        -----------------
this Loan (i) an Event of Default has occurred under the Indenture, (ii) an
"Event of Default" (as defined) has occurred under the Credit Agreement, or any
refinancing of the Credit Agreement or (iii) an "event of default" (as defined)
has occurred on any other Indebtedness of the Company or any Guarantor, then (x)
in the event the Maker is not either one of the Company or a Guarantor, all
amounts owing under the Loans hereunder shall be immediately due and payable to
the Holder, and (y) in the event the Maker is either the Company or a Guarantor,
the amounts owing under the Loans hereunder shall not be due and payable;

provided, however, that if such Event of Default or event of default has been
- --------  -------
waived, cured or rescinded, such amounts shall no longer be due and payable in
the case of clause (x), and such amounts may be payable in the case of clause
(y).  If the Holder is a Subsidiary, then the Holder hereby agrees that if it
receives any payments or distributions on any Loan from the Company or a
Guarantor which is not payable pursuant to clause (y) of the prior sentence
after any Event of Default or event or default described in clauses (i), (ii) or
(iii) above has occurred, is continuing and has not been waived, cured or
rescinded, it will pay over and deliver forthwith to the Company or such
Guarantor, as the case may be, all such payments and distributions.

                                  ARTICLE III

                                 MISCELLANEOUS

          Section 3.01  Amendments, Etc.  No amendment or waiver of any
                        ---------------
provision of this intercompany note, or consent to depart herefrom is permitted
at any time for any reason, except with the consent of the Holders of not less
than a majority in aggregate principal amount of the outstanding Notes.

          Section 3.02  Assignment.  No party to this Agreement may assign, in
                        ----------
whole or in part, any of its rights and obligations under this intercompany
note, except to its legal successor in interest.

          Section 3.03  Third Party Beneficiaries.  The holders of the Notes or
                        -------------------------
any other Indebtedness ranking pari passu with or senior to, the Notes or any
Guarantees, including without limitation, any Indebtedness incurred under the
Credit Agreement, shall be third party beneficiaries to this intercompany note
and shall have the right to enforce this intercompany note against the Company
or any of its Subsidiaries.

          Section 3.04  Headings.  Article and Section headings in this
                        --------
intercompany note are included for convenience of reference only and shall not
constitute a part of this intercompany note for any other purpose.

          Section 3.05  Entire Agreement.  This intercompany note sets forth the
                        ----------------
entire agreement of the parties with respect to its subject matter and
supersedes all previous understandings, written or oral, in respect thereof.

          Section 3.06  GOVERNING LAW.  THIS AGREEMENT SHALL BE GOVERNED BY AND
                        -------------
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING
EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF).

                                      F-2


          Section 3.07  Waivers.  The Maker hereby waives presentment, demand
                        -------
for payment, notice of protest and all other demands and notices in connection
with the delivery, acceptance, performance or enforcement hereof.

                                        By:____________________________________
                                           Name:
                                           Title:

                                      F-3


               BORROWINGS, MATURITIES, AND PAYMENTS OF PRINCIPAL



                                                       Amount
                   Amount of       Maturity of       Principal         Unpaid
                   Borrowing/       Borrowing/         Paid or        Principal        Notation
    Date           Principal        Principal         Prepaid          Balance         Made By
 -----------      -----------      -----------       ----------       ---------       ---------
                                                                     
  

                                      F-4

EX-4.2

                                                                     Exhibit 4.2



                         REGISTRATION RIGHTS AGREEMENT

                         Dated as of February 21, 2001

                                 By and Among

                          CONSTELLATION BRANDS, INC.,

                                   as Issuer

                                      and

                          THE GUARANTORS named herein

                                      and

                            CHASE SECURITIES INC.,
                          SALOMON SMITH BARNEY INC.,
                    CREDIT SUISSE FIRST BOSTON CORPORATION
                                      and
                           SCOTIA CAPITAL (USA) INC.

                             as Initial Purchasers

                                 $200,000,000

                           8% Senior Notes due 2008


                               TABLE OF CONTENTS
                               -----------------



                                                                            Page
                                                                            ----

                                                                         
1.   Definitions.........................................................     1

2.   Exchange Offer......................................................     5

3.   Shelf Registration..................................................     8

4.   Additional Interest.................................................    10

5.   Registration Procedures.............................................    11

6.   Registration Expenses...............................................    20

7.   Indemnification.....................................................    21

8.   Rules 144 and 144A..................................................    23

9.   Underwritten Registrations..........................................    23

10.  Miscellaneous.......................................................    24

     (a)  No Inconsistent Agreements.....................................    24
     (b)  Adjustments Affecting Registrable Notes........................    24
     (c)  Amendments and Waivers.........................................    24
     (d)  Notices........................................................    25
     (e)  Successors and Assigns.........................................    26
     (f)  Counterparts...................................................    26
     (g)  Headings.......................................................    26
     (h)  Governing Law; Jurisdiction....................................    26
     (i)  Severability...................................................    27
     (j)  Securities Held by the Issuers or Their Affiliates.............    27
     (k)  Third Party Beneficiaries......................................    27
     (l)  Entire Agreement...............................................    27
     (m)  Additional Amounts of Securities...............................    27

                                      (i)


                         REGISTRATION RIGHTS AGREEMENT

          This Registration Rights Agreement (the "Agreement") is dated as of
                                                   ---------
February 21, 2001 by and among CONSTELLATION BRANDS, INC., a Delaware
corporation (the "Company"), Batavia Wine Cellars, Inc., Canandaigua Wine
                  -------
Company, Inc., Canandaigua Europe Limited, Roberts Trading Corp., Polyphenolics,
Inc. and Barton Distillers Import Corp., each a New York corporation, Barton
Incorporated, Barton Brands, Ltd., Barton Financial Corporation and Franciscan
Vineyards, Inc., each a Delaware corporation, Barton Beers, Ltd., a Maryland
corporation, Barton Brands of California, Inc., a Connecticut corporation,
Barton Brands of Georgia, Inc., a Georgia corporation, Stevens Point Beverage
Co., a Wisconsin corporation, Monarch Import Company and Barton Canada, Ltd.,
each an Illinois corporation, Allberry, Inc., Cloud Peak Corporation, M.J. Lewis
Corp. and Mt. Veeder Corporation, each a California corporation, Canandaigua
Limited, a corporation organized under the laws of England and Wales, and
Canandaigua B.V., a corporation organized under the laws of The Netherlands
(collectively, the "Guarantors") and Chase Securities Inc., Salomon Smith Barney
                    ----------
Inc., Credit Suisse First Boston Corporation and Scotia Capital (USA) Inc. (the
"Initial Purchasers")
 ------------------

          This Agreement is entered into in connection with the Purchase
Agreement, dated as of February 15, 2001 (the "Purchase Agreement"), by and
                                               ------------------
among the Company, the Guarantors and the Initial Purchasers, which provides for
the sale by the Company to the Initial Purchasers of an aggregate of
$200,000,000 aggregate principal amount of the Company's 8% Senior Notes due
2008 (the "Notes").  The Notes are being issued pursuant to the Indenture, dated
           -----
as of February 21, 2001, (the "Indenture"), among the Company, Guarantors and
                               ---------
The Bank of New York, as trustee (the "Trustee").  The Notes are guaranteed
                                       -------
(the "Guarantees") by the Guarantors.  The Notes and the Guarantees are
      ----------
collectively referred to herein as the "Securities".
                                        ----------

          In order to induce the Initial Purchasers to enter into the Purchase
Agreement, the Company and the Guarantors have agreed to provide the
registration rights set forth in this Agreement for the benefit of the Initial
Purchasers and any subsequent holder or holders of the Securities.  The
execution and delivery of this Agreement is a condition to the Initial
Purchasers' obligation to purchase the Securities under the Purchase Agreement.

          The parties hereby agree as follows:

          1.   Definitions.  As used in this Agreement, the following terms
               -----------
shall have the following meanings:

          Additional Interest:  See Section 4 hereof.
          -------------------

          Advice:  See Section 5 hereof.
          ------

          Agreement:  See the introductory paragraphs hereto.
          ---------



          Applicable Period:  See Section 2 hereof.
          -----------------

          Business Day:  Any day that is not a Saturday, Sunday or a day on
          ------------
which banking institutions in New York are authorized or required by law to be
closed.

          Company:  See the introductory paragraphs hereto.
          -------

          Effectiveness Date:  The 180th day after the Issue Date; provided,
          ------------------                                       --------
however, that with respect to any Shelf Registration, the Effectiveness Date
- -------
shall be the 60th day after the Filing Date with respect thereto.

          Effectiveness Period:  See Section 3 hereof.
          --------------------

          Event Date:  See Section 4 hereof.
          ----------

          Exchange Act:  The Securities Exchange Act of 1934, as amended, and
          ------------
the rules and regulations of the SEC promulgated thereunder.

          Exchange Notes:  See Section 2 hereof.
          --------------

          Exchange Offer:  See Section 2 hereof.
          --------------

          Exchange Offer Registration Statement:  See Section 2 hereof.
          -------------------------------------

          Filing Date:  (A) If no Exchange Offer Registration Statement has been
          -----------
filed by the Issuer pursuant to this Agreement, the 90th day after the Issue
Date; and (B) with respect to a Shelf Registration Statement, the 60th day after
the delivery of a Shelf Notice as required pursuant to Section 2(c) hereof.

          Guarantees:  See introductory paragraphs hereto.
          ----------

          Guarantors:  See introductory paragraphs hereto.
          ----------

          Holder:  Any holder of a Registrable Note or Registrable Notes.
          ------

          Indemnified Person:  See Section 7(c) hereof.
          ------------------

          Indemnifying Person:  See Section 7(c) hereof.
          -------------------

          Indenture:  See introductory paragraphs hereto.
          ---------

          Initial Purchasers:  See introductory paragraphs hereto.
          ------------------

          Initial Shelf Registration:  See Section 3(a) hereof.
          --------------------------

                                      -2-


          Inspectors:  See Section 5(n) hereof.
          ----------

          Issue Date:  February 21, 2001.
          ----------

          NASD:  See Section 5(s) hereof.
          ----

          Notes:  See the introductory paragraphs hereto.
          -----

          Participant:  See Section 7(a) hereof.
          -----------

          Participating Broker-Dealer:  See Section 2 hereof.
          ---------------------------

          Person:  An individual, trustee, corporation, partnership, joint stock
          ------
company, trust, unincorporated association, union, business association, firm or
other legal entity.

          Private Exchange:  See Section 2 hereof.
          ----------------

          Private Exchange Notes:  See Section 2 hereof.
          ----------------------

          Prospectus:  The prospectus included in any Registration Statement
          ----------
(including, without limitation, any prospectus subject to completion and a
prospectus that includes any information previously omitted from a prospectus
filed as part of an effective registration statement in reliance upon Rule 430A
promulgated under the Securities Act and any term sheet filed pursuant to Rule
434 under the Securities Act), as amended or supplemented by any prospectus
supplement, and all other amendments and supplements to the Prospectus,
including post-effective amendments, and all material incorporated by reference
or deemed to be incorporated by reference in such Prospectus.

          Purchase Agreement:  See the introductory paragraphs hereto.
          ------------------

          Records:  See Section 5(n) hereof.
          -------

          Registrable Notes:  Each Security upon its original issuance and at
          -----------------
all times subsequent thereto, each Exchange Note as to which Section 2(c)(iv)
hereof is applicable upon original issuance and at all times subsequent thereto
and each Private Exchange Note (and related Guarantees) upon original issuance
thereof and at all times subsequent thereto, until in the case of any such
Security, Exchange Note or Private Exchange Note, as the case may be, the
earliest to occur of (i) a Registration Statement (other than, with respect to
any Exchange Note as to which Section 2(c)(iv) hereof is applicable, the
applicable Exchange Offer Registration Statement) covering such Security,
Exchange Note or such Private Exchange Note has been declared effective by the
SEC and such Security, Exchange Note or such Private Exchange Note, as the case
may be, has  been disposed of in accordance with such effective Registration
Statement, (ii) such Security has been exchanged for an Exchange Note or
Exchange Notes (and related Guarantees) pursuant to an Exchange Offer which may
be resold without

                                      -3-


restriction under state and federal securities laws, (iii) such Security,
Exchange Note or Private Exchange Note (and related Guarantees), as the case may
be, ceases to be outstanding for purposes of the Indenture, or (iv) such
Security, Exchange Note or Private Exchange Note (and related Guarantees), as
the case may be, may be resold without restriction pursuant to Rule 144 (or any
similar provision then in force) under the Securities Act.

          Registration Statement:  Any registration statement of the Company and
          ----------------------
the Guarantors that covers any of the Securities, the Exchange Notes (and
related Guarantees) or the Private Exchange Notes (and related Guarantees) filed
with the SEC under the Securities Act, including the Prospectus, amendments and
supplements to such registration statement, including post-effective amendments,
all exhibits, and all material incorporated by reference or deemed to be
incorporated by reference in such registration statement.

          Rule 144:  Rule 144 promulgated under the Securities Act, as such Rule
          --------
may be amended from time to time, or any similar rule (other than Rule 144A) or
regulation hereafter adopted by the SEC providing for offers and sales of
securities made in compliance therewith resulting in offers and sales by
subsequent holders that are not affiliates of an issuer of such securities being
free of the registration and prospectus delivery requirements of the Securities
Act.

          Rule 144A:  Rule 144A promulgated under the Securities Act, as such
          ---------
Rule may be amended from time to time, or any similar rule (other than Rule 144)
or regulation hereafter adopted by the SEC.

          Rule 415:  Rule 415 promulgated under the Securities Act, as such Rule
          --------
may be amended from time to time, or any similar rule or regulation hereafter
adopted by the SEC.

          SEC:  The Securities and Exchange Commission.
          ---

          Securities:  See the introductory paragraphs hereof.
          ----------

          Securities Act:  The Securities Act of 1933, as amended, and the rules
          --------------
and regulations of the SEC promulgated thereunder.

          Shelf Notice:  See Section 2 hereof.
          ------------

          Shelf Registration:  See Section 3(b) hereof.
          ------------------

          Subsequent Shelf Registration:  See Section 3(b) hereof.
          -----------------------------

          TIA:  The Trust Indenture Act of 1939, as amended.
          ---

                                      -4-


          Trustee:  The trustee under the Indenture and, if existent, the
          -------
trustee under any indenture governing the Exchange Notes (and the related
Guarantees) and Private Exchange Notes (and the related Guarantees) (if any).

          Underwritten registration or underwritten offering:  A registration in
          --------------------------------------------------
which securities of the Company are sold to an underwriter for reoffering to the
public.

          2.   Exchange Offer.  (a)  The Company and the Guarantors shall file
               --------------
with the SEC, no later than the Filing Date, a Registration Statement (the
"Exchange Offer Registration Statement") on an appropriate registration form
 -------------------------------------
with respect to a registered offer (the "Exchange Offer") to exchange any and
                                         --------------
all of the Registrable Notes for a like aggregate principal amount of debt
securities of the Company (guaranteed by the Guarantors) which are identical in
all material respects to the Securities (the "Exchange Notes"), except that (i)
                                              --------------
the Exchange Notes (and the Guarantors' Guarantees thereof) shall have been
registered pursuant to an effective Registration Statement under the Securities
Act, shall not contain provisions for Additional Interest, and shall contain no
restrictive legend thereon, (ii) interest thereon shall accrue from the last
date on which interest was paid on the Notes or, if no such interest has been
paid, from the Issue Date, and which are entitled to the benefits of the
Indenture or a trust indenture which is identical in all material respects to
the Indenture (other than such changes to the Indenture or any such identical
trust indenture as are necessary to comply with any requirements of the SEC to
effect or maintain the qualification thereof under the TIA) and which, in either
case, has been qualified under the TIA.  The Exchange Offer shall comply with
all applicable tender offer rules and regulations under the Exchange Act and
other applicable law.  The Company and the Guarantors shall use their respective
best efforts to (x) cause the Exchange Offer Registration Statement to be
declared effective under the Securities Act on or before the Effectiveness Date;
(y) keep the Exchange Offer open for not less than 20 Business Days (or longer
if required by applicable law) after the date that notice of such Exchange Offer
is mailed to Holders; and (z) consummate such Exchange Offer on or prior to the
210th day following the Issue Date.  For purposes of this Section 2(a) only, if
after the Exchange Offer Registration Statement is initially declared effective
by the SEC, the Exchange Offer or the issuance of the Exchange Notes thereunder
is interfered with by any stop order, injunction or other order or requirement
of the SEC or any other governmental agency or court, the Exchange Offer
Registration Statement shall be deemed not to have become effective for purposes
of this Agreement during the period of such interference, until the Exchange
Offer may legally resume.

          Each Holder who participates in the Exchange Offer will be required,
as a condition to its participation in the Exchange Offer, to represent to the
Company in writing (which may be contained in the applicable letter of
transmittal) that (i) any Exchange Notes received by it will be acquired in the
ordinary course of its business, (ii) at the time of the consummation of the
Exchange Offer such Holder will have no arrangement or understanding with any
Person to participate in the distribution of the Exchange Notes in violation of
the provisions of the Securities Act, (iii) such Holder is not an affiliate of
the Company or any Guarantor within the

                                      -5-


meaning of the Securities Act, (iv) if such Holder is not a broker-dealer, such
Holder is not engaged in, and does not intend to engage in, the distribution of
Exchange Notes, (v) if such Holder is a broker-dealer that will receive Exchange
Notes for its own account in exchange for Securities that were acquired as a
result of market-making or other trading activities, such Holder will deliver a
prospectus in connection with any resale of such Exchange Notes and (vi) such
Holder is not acting on behalf of any Persons who could not truthfully make the
foregoing representations.

          Upon consummation of the Exchange Offer in accordance with this
Section 2, the provisions of this Agreement shall continue to apply, mutatis
                                                                     -------
mutandis, solely with respect to Registrable Notes that are Private Exchange
- --------
Notes, Exchange Notes as to which Section 2(c)(iv) is applicable and Exchange
Notes held by Participating Broker-Dealers, and the Company and the Guarantors
shall have no further obligation to register Registrable Notes (other than
Private Exchange Notes and other than in respect of any Exchange Notes as to
which clause 2(c)(iv) hereof applies) pursuant to Section 3 hereof.

          No securities other than the Exchange Notes shall be included in the
Exchange Offer Registration Statement.

          (b) The Company and the Guarantors shall include within the Prospectus
contained in the Exchange Offer Registration Statement a section entitled "Plan
of Distribution," reasonably acceptable to the Initial Purchasers, which shall
contain a summary statement of the positions taken or policies made by the staff
of the SEC with respect to the potential "underwriter" status of any broker-
dealer that is the beneficial owner (as defined in Rule 13d-3 under the Exchange
Act) of Exchange Notes received by such broker-dealer in the Exchange Offer (a
"Participating Broker-Dealer"), whether such positions or policies have been
- ----------------------------
publicly disseminated by the staff of the SEC or such positions or policies
represent the prevailing views of the staff of the SEC.  Such "Plan of
Distribution" section shall also expressly permit the use of the Prospectus by
all Persons subject to the  prospectus delivery requirements of the Securities
Act, including all Participating Broker-Dealers, and include a statement
describing the means by which Participating Broker-Dealers may resell the
Exchange Notes in compliance with the Securities Act.

          The Company and the Guarantors shall use their respective best efforts
to keep the Exchange Offer Registration Statement effective and to amend and
supplement the Prospectus contained therein in order to permit such prospectus
to be lawfully delivered by all Persons subject to the prospectus delivery
requirements of the Securities Act for such period of time as is necessary to
comply with applicable law in connection with any resale of the Exchange Notes
covered thereby; provided, however, that such period shall not exceed 180 days
                 --------  -------
after such Exchange Offer Registration Statement is declared effective (or such
longer period if extended pursuant to the last paragraph of Section 5 hereof)
(the "Applicable Period").
      -----------------

                                      -6-


          If, prior to consummation of the Exchange Offer, an Initial Purchaser
holds any Notes acquired by them and having, or which are reasonably likely to
be determined to have, the status of an unsold allotment in an initial
distribution, the Company and the Guarantors upon the request of such Initial
Purchaser shall simultaneously with the delivery of the Exchange Notes in the
Exchange Offer, issue and deliver to such Initial Purchaser, in exchange (each,
a "Private Exchange") for such Notes held by such Initial Purchaser, a like
   ----------------
principal amount of debt securities of the Company (guaranteed by the
Guarantors) that are identical in all material respects to the Exchange Notes
(the "Private Exchange Notes") except for the placement of a restrictive legend
      ----------------------
on such Private Exchange Notes (and which are issued pursuant to the same
indenture as the Exchange Notes).  If possible, the Private Exchange Notes shall
bear the same CUSIP number as the Exchange Notes.

          In connection with each Exchange Offer, the Company and the Guarantors
shall:

          (1)  mail, or cause to be mailed, to each Holder entitled to
     participate in the Exchange Offer a copy of the Prospectus forming part of
     the Exchange Offer Registration Statement relating to such Exchange Offer,
     together with an appropriate letter of transmittal and related documents;

          (2)  use their respective best efforts to keep the Exchange Offer open
     for not less than 20 Business Days after the date that notice of the
     Exchange Offer is mailed to Holders (or longer, if required by applicable
     law);

          (3)  utilize the services of a depositary for the Exchange Offer which
     may be the Trustee or an affiliate thereof;

          (4)  permit Holders to withdraw tendered Notes at any time prior to
     the close of business, New York time, on the last Business Day on which the
     Exchange Offer remains open; and

          (5)  otherwise comply in all material respects with all applicable
     laws, rules and regulations of the United States.

          As soon as practicable after the close of the Exchange Offer and the
Private Exchange, if any, the Company and the Guarantors shall:

          (1)  accept for exchange all Registrable Notes validly tendered and
     not validly withdrawn pursuant to the Exchange Offer and the Private
     Exchange, if any;

          (2)  deliver to the Trustee for cancellation all Registrable Notes so
     accepted for exchange; and

                                      -7-


          (3)  cause the Trustee to authenticate and deliver promptly to each
     Holder of Notes, Exchange Notes or Private Exchange Notes, as the case may
     be, equal in principal amount to the Securities of such Holder so accepted
     for exchange.

          The Exchange Offer and the Private Exchange shall not be subject to
any conditions, other than that (i) the Exchange Offer or Private Exchange, as
the case may be, does not violate applicable law or any applicable
interpretation of the staff of the SEC, (ii) no action or proceeding is
instituted or threatened in any court or by any governmental agency which might
materially impair the ability of the Company and the Guarantors to proceed with
the Exchange Offer or the Private Exchange and no material adverse development
has occurred in any existing action or proceeding with respect to the Company or
the Guarantors that would materially impair the ability of the Company and the
Guarantors to consummate the Exchange Offer or the Private Exchange and (iii)
all governmental approvals have been obtained, which approvals the Company and
the Guarantors deem necessary for the consummation of the Exchange Offer or the
Private Exchange.

          The Exchange Notes and the Private Exchange Notes shall be issued
under (i) the Indenture or (ii) an indenture identical in all material respects
to the Indenture, which in either event has been qualified under the TIA or is
exempt from such qualification and shall provide that the Exchange Notes shall
not be subject to the transfer restrictions set forth in the Indenture.  The
Indenture or such indenture shall provide that the Exchange Notes, the Private
Exchange Notes and the Securities shall vote and consent together on all matters
as one class and that none of the Exchange Notes, the Private Exchange Notes or
the Securities will have the right to vote or consent as a separate class on any
matter.

          (c) If, (i) because of any change in law or in currently prevailing
interpretations of the staff of the SEC, the Company and the Guarantors are not
permitted to effect the Exchange Offer, (ii) the Exchange Offer is not
consummated within 210 days after the Issue Date, (iii) any holder of Private
Exchange Notes so requests, or (iv) in the case of any Holder that participates
in the Exchange Offer, such Holder does not receive Exchange Notes on the date
of the exchange that may be sold without restriction under state and federal
securities laws (other than due solely to the status of such Holder as an
affiliate of the Company or any Guarantor within the meaning of the Securities
Act), in the case of each of clauses (i) to and including (iv) of this sentence,
then the Company and the Guarantors shall promptly deliver to the Holders and
the Trustee written notice thereof (the "Shelf Notice") and shall file a Shelf
                                         ------------
Registration pursuant to Section 3 hereof.

          3.   Shelf Registration.  If at any time a Shelf Notice is delivered
               ------------------
as contemplated by Section 2(c) hereof, then:

          (a)  Shelf Registration.  The Company and the Guarantors shall file
               ------------------
with the SEC a Registration Statement for an offering to be made on a continuous
basis pursuant to Rule 415 covering all of the Registrable Notes not exchanged
in the Exchange Offer, Private

                                      -8-


Exchange Notes and Exchange Notes to which Section 2(c)(iv) is applicable (the
"Initial Shelf Registration"). The Company and the Guarantors shall use their
 --------------------------
respective best efforts to file with the SEC the Initial Shelf Registration on
or prior to the Filing Date. The Initial Shelf Registration shall be on Form S-1
or another appropriate form permitting registration of such Registrable Notes
for resale by Holders in the manner or manners designated by them (including,
without limitation, one or more underwritten offerings). Neither the Company nor
any Guarantor shall permit any debt securities or securities convertible into or
exchangeable for debt securities other than the Registrable Notes to be included
in the Initial Shelf Registration or any Subsequent Shelf Registration (as
defined below).

          The Company and the Guarantors shall use their respective best efforts
to cause each Initial Shelf Registration to be declared effective under the
Securities Act on or prior to the Effectiveness Date and to keep such Initial
Shelf Registration continuously effective under the Securities Act until the
date which is two years from the Effectiveness Date, subject to extension
pursuant to the last paragraph of Section 5 hereof (the "Effectiveness Period"),
                                                         --------------------
or such shorter period ending when (i) all  Registrable Notes covered by the
Initial Shelf Registration have been sold in the manner set forth and as
contemplated in the Initial Shelf Registration or (ii) a Subsequent Shelf
Registration covering all of the Registrable Notes covered by and not sold under
the Initial Shelf Registration or an earlier Subsequent Shelf Registration has
been declared effective under the Securities Act; provided, however, that the
                                                  --------  -------
Effectiveness Period in respect of the Initial Shelf Registration shall be
extended to the extent required to permit dealers to comply with the applicable
prospectus delivery requirements of Rule 174 under the Securities Act and as
otherwise provided herein.

          (b) Subsequent Shelf Registrations.  If the Initial Shelf Registration
              ------------------------------
or any Subsequent Shelf Registration ceases to be effective for any reason at
any time during the Effectiveness Period (other than because of the sale of all
of the securities registered thereunder), the Company and the Guarantors shall
use their respective reasonable best efforts to obtain the prompt withdrawal of
any order suspending the effectiveness thereof, and in any event shall within 45
days of such cessation of effectiveness amend the Initial Shelf Registration in
a manner to obtain the withdrawal of the order suspending the effectiveness
thereof, or file an additional "shelf" Registration Statement pursuant to Rule
415 covering all of the Registrable Notes covered by and not sold under the
Initial Shelf Registration or an earlier Subsequent Shelf Registration (each, a
"Subsequent Shelf Registration").  If a Subsequent Shelf Registration is filed,
 -----------------------------
the Company and the Guarantors shall use their respective best efforts to cause
the Subsequent Shelf Registration to be declared effective under the Securities
Act as soon as practicable after such filing and to keep such Registration
Statement continuously effective for a period equal to the number of days in the
Effectiveness Period less the aggregate number of days during which the Initial
Shelf Registration or any Subsequent Shelf Registration was previously
continuously effective.  As used herein the term "Shelf Registration" means the
                                                  ------------------
Initial Shelf Registration and any Subsequent Shelf Registration.

                                      -9-


          (c)  Supplements and Amendments.  The Company and the Guarantors shall
               --------------------------
promptly supplement and amend the Shelf Registration if required by the rules,
regulations or instructions applicable to the registration form used for such
Shelf Registration, if required by the Securities Act, or if reasonably
requested by the Holders of a majority in aggregate principal amount of the
Registrable Notes covered by such Registration Statement or by any underwriter
of such Registrable Notes.

          4.   Additional Interest.  (a)  The Company, the Guarantors and the
               -------------------
Initial Purchasers agree that the Holders will suffer damages if the Company and
the Guarantors fail to fulfill their obligations under Section 2 or Section 3
hereof and that it would not be feasible to ascertain the extent of such damages
with precision.  Accordingly, the Company and the Guarantors agree to pay, as
liquidated damages, additional interest on the Notes ("Additional Interest")
                                                       -------------------
under the circumstances and to the extent set forth below (each of which shall
be given independent effect):

          (i)   if (A) neither the Exchange Offer Registration Statement nor the
     Initial Shelf Registration has been filed with the SEC within 90 days after
     the Issue Date or (B) notwithstanding that the Company and the Guarantors
     have consummated or will consummate an Exchange Offer, the Company and the
     Guarantors are required to file a Shelf Registration and such Shelf
     Registration is not filed on or prior to the Filing Date applicable
     thereto, then, commencing on the day after any such Filing Date, Additional
     Interest shall accrue on the principal amount of the Notes at a rate of
     0.50% per annum for the first 90 days immediately following each such
     Filing Date, such Additional Interest rate increasing by an additional
     0.50% per annum at the beginning of each subsequent 90-day period; and

          (ii)  if (A) neither the Exchange Offer Registration Statement nor the
     Initial Shelf Registration is declared effective by the SEC on or prior to
     the relevant Effectiveness Date or (B) notwithstanding that the Company and
     the Guarantors have consummated or will consummate the Exchange Offer, the
     Company and the Guarantors are required to file a Shelf Registration and
     such Shelf Registration is not declared effective by the SEC on or prior to
     the Effectiveness Date in respect of such Shelf Registration, then,
     commencing on the day after such Effectiveness Date, Additional Interest
     shall accrue on the principal amount of the Notes at a rate of 0.50% per
     annum for the first 90 days immediately following the day after such
     Effectiveness Date, such Additional Interest rate increasing by an
     additional 0.50% per annum at the beginning of each subsequent 90-day
     period; and

          (iii) if (A) the Company and the Guarantors have not exchanged
     Exchange Notes for all Notes validly tendered in accordance with the terms
     of the Exchange Offer on or prior to the 210th day after the Issue Date or
     (B) if applicable, a Shelf Registration has been declared effective and
     such Shelf Registration ceases to be effective at any time during the
     Effectiveness Period (other than after such time as all

                                      -10-


     Notes have been disposed of thereunder), then Additional Interest shall
     accrue on the principal amount of the Notes at a rate of 0.50% per annum
     for the first 90 days commencing on the (x) 211th day after the Issue Date,
     in the case of (A) above, or (y) the day such Shelf Registration ceases to
     be effective in the case of (B) above, such Additional Interest rate
     increasing by an additional 0.50% per annum at the beginning of each such
     subsequent 90-day period;

provided, however, that Additional Interest on the Notes may not accrue under
- --------  -------
more than one of the foregoing clauses (i), (ii) or (iii) at any one time and at
no time shall the aggregate amount of Additional Interest accruing exceed in the
aggregate 1.5% per annum; provided, further, however, that (1) upon the filing
                          --------  -------  -------
of the Exchange Offer Registration Statement or a Shelf Registration as required
hereunder (in the case of clause (a)(i) of this Section 4), (2) upon the
effectiveness of the Exchange Offer Registration Statement or a Shelf
Registration as required hereunder (in the case of clause (a)(ii) of this
Section 4), or (3) upon the exchange of Exchange Notes for all Notes tendered
(in the case of clause (a)(iii)(A) of this Section 4), or upon the
effectiveness of a Shelf Registration which had ceased to remain effective (in
the case of (a)(iii)(B) of this Section 4), Additional Interest on the Notes as
a result of such clause (or the relevant subclause thereof), as the case may be,
shall cease to accrue.  It is understood and agreed that, notwithstanding any
provision to the contrary, so long as any Registrable Note is then covered by an
effective Shelf Registration Statement, no Additional Interest shall accrue on
such Registrable Security.

          (b)  The Company and the Guarantors shall notify the Trustee within
two business days after each and every date on which an event occurs in respect
of which Additional Interest is required to be paid (an "Event Date"). Any
                                                          ---------
amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of
this Section 4 will be payable in cash semi-annually on each February 15 and
August 15 (to the holders of record on the February 1 and August 1 immediately
preceding such dates), commencing with the first such date occurring after any
such Additional Interest commences to accrue. The amount of Additional Interest
will be determined by multiplying the applicable Additional Interest rate by the
principal amount of the Registrable Notes, multiplied by a fraction, the
numerator of which is the number of days such Additional Interest rate was
applicable during such period (determined on the basis of a 360-day year
comprised of twelve 30-day months and, in the case of a partial month, the
actual number of days elapsed), and the denominator of which is 360.

          5.   Registration Procedures.  In connection with the filing of any
               ------------------------
Registration Statement pursuant to Sections 2 or 3 hereof, the Company and the
Guarantors shall effect such registrations to permit the sale of the securities
covered thereby in accordance with the intended method or methods of disposition
thereof, and pursuant thereto and in connection with any Registration Statement
filed by the Company and the Guarantors hereunder the Company and the Guarantors
shall:

                                      -11-


          (a) Prepare and file with the SEC prior to the applicable Filing Date,
a Registration Statement or Registration Statements as prescribed by Sections 2
or 3 hereof, and use their respective best efforts to cause each such
Registration Statement to become effective and remain effective as provided
herein; provided, however, that, if (1) such filing is pursuant to Section 3
        --------  -------
hereof, or (2) a Prospectus contained in the Exchange Offer Registration
Statement filed pursuant to Section 2 hereof is required to be delivered under
the Securities Act by any Participating Broker-Dealer who seeks to sell Exchange
Notes during the Applicable Period relating thereto, before filing any
Registration Statement or Prospectus or any amendments or supplements thereto,
the Company and the Guarantors shall furnish to and afford the Holders of the
Registrable Notes covered by such Registration Statement or each such
Participating Broker-Dealer, as the case may be, their counsel and the managing
underwriters, if any, a reasonable opportunity to review copies of all such
documents (including copies of any documents to be incorporated by reference
therein and all exhibits thereto) proposed to be filed (in each case at least
five business days prior to such filing, or such later date as is reasonable
under the circumstances).  Neither the Company nor any Guarantor shall file any
Registration Statement or Prospectus or any amendments or supplements thereto if
the Holders of a majority in aggregate principal amount of the Registrable Notes
covered by such Registration Statement, or any such Participating Broker-Dealer,
as the case may be, their counsel, or the managing underwriters, if any, shall
reasonably object.

          (b)  Prepare and file with the SEC such amendments and post-effective
amendments to each Shelf Registration or Exchange Offer Registration Statement,
as the case may be, as may be necessary to keep such Registration Statement
continuously effective for the Effectiveness Period or the Applicable Period, as
the case may be; cause the related Prospectus to be supplemented by any
Prospectus supplement required by applicable law, and as so supplemented to be
filed pursuant to Rule 424 (or any similar provisions then in force) promulgated
under the Securities Act; and comply with the provisions of the Securities Act
and the Exchange Act applicable to each of them with respect to the disposition
of all securities covered by such Registration Statement as so amended or
described in such Prospectus as so supplemented and with respect to the
subsequent resale of any securities being sold by a Participating Broker-Dealer
covered by any such Prospectus. The Company and the Guarantors shall be deemed
not to have used their respective best efforts to keep a Registration Statement
effective during the Effectiveness Period or the Applicable Period, as the case
may be, relating thereto if the Company or any Guarantor, as the case may be,
voluntarily takes any action that would result in selling Holders of the
Registrable Notes covered thereby or Participating Broker-Dealers seeking to
sell Exchange Notes not being able to sell such Registrable Notes or such
Exchange Notes during that period unless (i) such action is required by
applicable law or (ii) such action is taken by each of them in good faith and
for valid business reasons (not including avoidance of any of its obligations
hereunder), including the acquisition or divestiture of assets.

                                      -12-


          (c) If (1) a Shelf Registration is filed pursuant to Section 3 hereof,
or (2) a Prospectus contained in the Exchange Offer Registration Statement filed
pursuant to Section 2 hereof is required to be delivered under the Securities
Act by any Participating Broker-Dealer who seeks to sell Exchange Notes during
the Applicable Period relating thereto from whom the Company has received
written notice that it will be a Participating Broker-Dealer in the Exchange
Offer, notify the selling Holders of Registrable Notes, or each such
Participating Broker-Dealer, as the case may be, their counsel and the managing
underwriters, if any, promptly (but in any event within two Business Days), and
confirm such notice in writing, (i) when a Prospectus or any Prospectus
supplement or post-effective amendment has been filed, and, with respect to a
Registration Statement or any post-effective amendment, when the same has become
effective under the Securities Act (including in such notice a written statement
that any Holder may, upon request, obtain, at the sole expense of the Company
and the Guarantors, one conformed copy of such Registration Statement or post-
effective amendment including financial statements and schedules, documents
incorporated or deemed to be incorporated by reference and exhibits), (ii) of
the issuance by the SEC of any stop order suspending the effectiveness of a
Registration Statement or of any order preventing or suspending the use of any
preliminary prospectus or the  initiation of any proceedings for that purpose,
(iii) if, at any time when a prospectus is required by the Securities Act to be
delivered in connection with sales of the Registrable Notes or resales of
Exchange Notes by Participating Broker-Dealers, the representations and
warranties of the Company and the Guarantors contained in any agreement
(including any underwriting agreement) contemplated by Section 5(m) hereof cease
to be true and correct in all material respects, (iv) of the receipt by the
Company or any Guarantor of any notification with respect to the suspension of
the qualification or exemption from qualification of a Registration Statement or
any of the Registrable Notes or the Exchange Notes to be sold by any
Participating Broker-Dealer for offer or sale in any jurisdiction, or the
initiation or threatening of any proceeding for such purpose, (v) of the
happening of any event, the existence of any condition or any information
becoming known that makes any statement made in such Registration Statement or
related Prospectus or any document incorporated or deemed to be incorporated
therein by reference untrue in any material respect or that requires the making
of any changes in or amendments or supplements to such Registration Statement,
Prospectus or documents so that, in the case of the Registration Statement, it
will not contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the statements
therein not misleading, and that in the case of the Prospectus, it will not
contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading, and
(vi) of the determination by the Company and the Guarantors that a post-
effective amendment to a Registration Statement would be appropriate.

          (d)  If (1) a Shelf Registration is filed pursuant to Section 3
hereof, or (2) a Prospectus contained in the Exchange Offer Registration
Statement filed pursuant to Section 2 hereof is required to be delivered under
the Securities Act by any Participating Broker-Dealer who seeks to sell Exchange
Notes during the Applicable Period, use their respective

                                      -13-


reasonable best efforts to prevent the issuance of any order suspending the
effectiveness of a Registration Statement or of any order preventing or
suspending the use of a Prospectus or suspending the qualification (or exemption
from qualification) of any of the Registrable Notes or the Exchange Notes to be
sold by any Participating Broker-Dealer, for sale in any jurisdiction, and, if
any such order is issued, to use their respective reasonable best efforts to
obtain the withdrawal of any such order at the earliest possible moment.

          (e) If a Shelf Registration is filed pursuant to Section 3 and if
requested by the managing underwriter or underwriters (if any), the Holders of a
majority in aggregate principal amount of the Registrable Notes being sold in
connection with an underwritten offering or any Participating Broker-Dealer, (i)
promptly incorporate in a prospectus supplement or post-effective amendment such
information as the managing underwriter or underwriters (if any), such Holders,
any Participating Broker-Dealer or counsel for any of them reasonably determine
is necessary to be included therein, (ii) make all required filings of such
prospectus supplement or such post-effective amendment as soon as practicable
after the Company has received notification of the matters to be incorporated in
such prospectus supplement or post-effective amendment, and (iii) supplement or
make amendments to such Registration Statement.

          (f)  If (1) a Shelf Registration is filed pursuant to Section 3
hereof, or (2) a Prospectus contained in the Exchange Offer Registration
Statement filed pursuant to Section 2 hereof is required to be delivered under
the Securities Act by any Participating Broker-Dealer who seeks to sell Exchange
Notes during the Applicable Period, furnish to each selling Holder of
Registrable Notes and to each such Participating Broker-Dealer who so requests
and to counsel and each managing underwriter, if any, at the sole expense of the
Company and the Guarantors, one conformed copy of the Registration Statement or
Registration Statements and each post-effective amendment thereto, including
financial statements and schedules, and, if requested, all documents
incorporated or deemed to be incorporated therein by reference and all exhibits.

          (g)  If (1) a Shelf Registration is filed pursuant to Section 3
hereof, or (2) a Prospectus contained in the Exchange Offer Registration
Statement filed pursuant to Section 2 hereof is required to be delivered under
the Securities Act by any Participating Broker-Dealer who seeks to sell Exchange
Notes during the Applicable Period, deliver to each selling Holder of
Registrable Notes, or each such Participating Broker-Dealer, as the case may be,
their respective counsel, and the underwriters, if any, at the sole expense of
the Company, as many copies of the Prospectus or Prospectuses (including each
form of preliminary prospectus) and each amendment or supplement thereto and any
documents incorporated by reference therein as such Persons may reasonably
request; and, subject to the last paragraph of this Section 5, the Company and
the Guarantors hereby consent to the use of such Prospectus and each amendment
or supplement thereto by each of the selling Holders of Registrable Notes or
each such Participating Broker-Dealer, as the case may be, and the underwriters
or agents, if any, and dealers (if any), in connection with the offering and
sale of the Registrable

                                      -14-


Notes covered by, or the sale by Participating Broker-Dealers of the Exchange
Notes pursuant to, such Prospectus and any amendment or supplement thereto.

          (h)   Prior to any public offering of Registrable Notes or any
delivery of a Prospectus contained in the Exchange Offer Registration Statement
by any Participating Broker-Dealer who seeks to sell Exchange Notes during the
Applicable Period, to use their respective reasonable best efforts to register
or qualify, and to cooperate with the selling Holders of Registrable Notes or
each such Participating Broker-Dealer, as the case may be, the managing
underwriter or underwriters, if any, and their respective counsel in connection
with the registration or qualification (or exemption from such registration or
qualification) of such Registrable Notes for offer and sale under the securities
or Blue Sky laws of such jurisdictions within the United States as any selling
Holder, Participating Broker-Dealer, or the managing underwriter or underwriters
reasonably request; provided, however, that where Exchange Notes held by
                    --------  -------
Participating Broker-Dealers or Registrable Notes are offered other than through
an underwritten offering, the Company and the Guarantors agree to cause their
counsel to perform Blue Sky investigations and file registrations and
qualifications required to be filed pursuant to this Section 5(h), keep each
such registration or qualification (or exemption therefrom) effective during the
period such Registration Statement is required to be kept effective and do any
and all other acts or things reasonably necessary or advisable to enable the
disposition in such jurisdictions of the Exchange Notes held by Participating
Broker-Dealers or the Registrable Notes covered by the applicable Registration
Statement; provided, further, that neither the Company nor any Guarantor shall
           --------  -------
be required to (A) qualify generally to do business in any jurisdiction where it
is not then so qualified, (B) take any action that would subject it to general
service of process in any such jurisdiction where it is not then so subject or
(C) subject itself to taxation in excess of a nominal dollar amount in any such
jurisdiction where it is not then so subject.

          (i)  If a Shelf Registration is filed pursuant to Section 3 hereof,
reasonably cooperate with the selling Holders of Registrable Notes and the
managing underwriter or underwriters, if any, to facilitate the timely
preparation and delivery of certificates representing Registrable Notes to be
sold, which certificates shall not bear any restrictive legends and shall be in
a form eligible for deposit with The Depository Trust Company; and enable such
Registrable Notes to be in such denominations and registered in such names as
the managing underwriter or underwriters, if any, or Holders may request.

          (j) Use their respective reasonable best efforts to cause the
Registrable Notes covered by the Registration Statement to be registered with or
approved by such other governmental agencies or authorities as may be reasonably
necessary to enable the seller or sellers thereof or the underwriter or
underwriters, if any, to consummate the disposition of such Registrable Notes,
except as may be required solely as a consequence of the nature of such selling
Holder's business, in which case the Company and the Guarantors will cooperate
in all reasonable respects with the filing of such Registration Statement and
the granting of such approvals.

                                      -15-


          (k)  If(1) a Shelf Registration is filed pursuant to Section 3 hereof,
or (2) a Prospectus contained in the Exchange Offer Registration Statement filed
pursuant to Section 2 hereof is required to be delivered under the Securities
Act by any Participating Broker-Dealer who seeks to sell Exchange Notes during
the Applicable Period, upon the occurrence of any event contemplated by
paragraph 5(c)(v) or 5(c)(vi) hereof, as promptly as practicable prepare and
(subject to Section 5(a) hereof) file with the SEC, at the sole expense of the
Company, a supplement or post-effective amendment to the Registration Statement
or a supplement to the related Prospectus or any document incorporated or deemed
to be incorporated therein by reference, or file any other required document so
that, as thereafter delivered to the purchasers of the Registrable Notes being
sold thereunder or to the purchasers of the Exchange Notes to whom such
Prospectus will be delivered by a Participating Broker-Dealer, any such
Prospectus will not contain an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading.

          (l)  Prior to the effective date of the first Registration Statement
relating to the Registrable Notes, (i) provide the Trustee with certificates for
the Registrable Notes in a form eligible for deposit with The Depository Trust
Company and (ii) provide a CUSIP number and an ISIN number for the Registrable
Notes.

          (m)  In connection with any underwritten offering of Registrable Notes
pursuant to a Shelf Registration, enter into an underwriting agreement as is
customary in underwritten offerings of debt securities similar to the Securities
and take all such other actions as are reasonably requested by the managing
underwriter or underwriters in order to expedite or facilitate the registration
or the disposition of such Registrable Notes and, in such connection, (i) make
such representations and warranties to, and covenants with, the underwriters
with respect to the business of the Company, the Guarantors and their respective
subsidiaries (including any acquired business, properties or entity, if
applicable) and the Registration Statement, Prospectus and documents, if any,
incorporated or deemed to be incorporated by reference therein, in each case, as
are customarily made by issuers to underwriters in underwritten offerings of
debt securities similar to the Securities, and confirm the same in writing if
and when requested; (ii) obtain the written opinions of counsel to the Company
and the Guarantors and written updates thereof in form, scope and substance
reasonably satisfactory to the managing underwriter or underwriters, addressed
to the underwriters covering the matters customarily covered in opinions
requested in underwritten offerings and such other matters as may be reasonably
requested by the managing underwriter or underwriters; (iii) obtain "cold
comfort" letters and updates thereof in form, scope and substance reasonably
satisfactory to the managing underwriter or underwriters from the independent
certified public accountants of the Company and the Guarantors (and, if
necessary, any other independent certified public accountants of any subsidiary
of the Company or any Guarantor or of any business acquired by the Company or
any Guarantor for which financial statements and financial data are, or are
required to be, included or

                                      -16-


incorporated by reference in the Registration Statement), addressed to each of
the underwriters, such letters to be in customary form and covering matters of
the type customarily covered in "cold comfort" letters in connection with
underwritten offerings and such other matters as reasonably requested by the
managing underwriter or underwriters as permitted by the Statement on Auditing
Standards No. 72; and (iv) if an underwriting agreement is entered into, the
same shall contain indemnification provisions and procedures no less favorable
than those set forth in Section 7 hereof (or such other provisions and
procedures acceptable to Holders of a majority in aggregate principal amount of
Registrable Notes covered by such Registration Statement and the managing
underwriter or underwriters or agents) with respect to all parties to be
indemnified pursuant to said Section. The above shall be done as and to the
extent required by such underwriting agreement.

          (n) If (1) a Shelf Registration is filed pursuant to Section 3 hereof,
or (2) a Prospectus contained in the Exchange Offer Registration Statement filed
pursuant to Section 2 hereof is required to be delivered under the Securities
Act by any Participating Broker-Dealer who seeks to sell Exchange Notes during
the Applicable Period, make available for inspection by any selling Holder of
such Registrable Notes being sold, or each such Participating Broker-Dealer, as
the case may be, any underwriter participating in any such disposition of
Registrable Notes, if any, and any attorney, accountant or other agent retained
by any such selling Holder or each such Participating Broker-Dealer, as the case
may be, or underwriter (collectively, the "Inspectors"), at the offices where
                                           ----------
normally kept, during reasonable business hours, all financial and other
records, pertinent corporate documents and instruments of the Company, the
Guarantors and their respective subsidiaries (collectively, the "Records") as
                                                                 -------
shall be reasonably necessary to enable them to exercise any applicable due
diligence responsibilities, and cause the officers, directors and employees of
the Company, the Guarantors and their respective subsidiaries to supply all
information reasonably requested by any such Inspector in connection with such
Registration Statement or Prospectus.  Records which the Company determines, in
good faith, to be confidential and any Records which the Company notifies the
Inspectors in writing are confidential shall not be disclosed by the Inspectors
unless (i) the disclosure of such Records is necessary or advisable to avoid or
correct a misstatement or omission in such Registration Statement, (ii) the
release of such Records is ordered pursuant to a subpoena or other order from a
court of competent jurisdiction, (iii) disclosure of such information is
necessary or advisable in connection with any action, claim, suit or proceeding,
directly or indirectly, involving or potentially involving such Inspector and
arising out of, based upon, relating to, or involving this Agreement or the
Purchase Agreement, or any transactions contemplated hereby or thereby or
arising hereunder or thereunder; provided, however, that prior notice shall be
                                 --------  -------
provided as soon as practicable to the Company of the potential disclosure of
any information by such Inspector pursuant to clauses (ii) or (iii) of this
sentence to permit the Company and the Guarantors to obtain a protective order
(or waive the provisions of this paragraph (n)) and that such Inspector shall
take such actions as are reasonably necessary to protect the confidentiality of
such information (if practicable) to the extent such action is otherwise not
inconsistent with, an impairment of or in derogation of the rights and interests
of the Holder or any Inspector, or (iv) the

                                      -17-


information in such Records has been made generally available to the public
other than as a result of a breach of this Agreement.

          (o)  Provide an indenture trustee for the Registrable Notes or the
Exchange Notes, as the case may be, and cause the Indenture or the trust
indenture provided for in Section 2(a) hereof, as the case may be, to be
qualified under the TIA not later than the effective date of the first
Registration Statement relating to the Registrable Notes; and in connection
therewith, reasonably cooperate with the trustee under any such indenture and
the Holders of the Registrable Notes, to effect such changes to such indenture
as may be required for such indenture to be so qualified in accordance with the
terms of the TIA; and execute, and use their respective reasonable best efforts
to cause such trustee to execute, all documents as may be required to effect
such changes, and all other forms and documents required to be filed with the
SEC to enable such indenture to be so qualified in a timely manner.

          (p)  Comply in all material respects with all applicable rules and
regulations of the SEC and make generally available to their respective
securityholders earnings statements satisfying the provisions of Section 11(a)
of the Securities Act and Rule 158 thereunder (or any similar rule promulgated
under the  Securities Act) no later than 45 days after the end of any 12-month
period (or 90 days after the end of any 12-month period if such period is a
fiscal year) (i) commencing at the end of any fiscal quarter in which
Registrable Notes are sold to underwriters in a firm commitment or best efforts
underwritten offering and (ii) if not sold to underwriters in such an offering,
commencing on the first day of the first fiscal quarter of the Company after the
effective date of a Registration Statement, which statements shall cover said
12-month periods.

          (q)  Upon consummation of the Exchange Offer or a Private Exchange,
obtain an opinion of counsel to the Company and the Guarantors, in a form
customary for underwritten transactions, addressed to the Trustee for the
benefit of all Holders of Registrable Notes participating in the Exchange Offer
or the Private Exchange, as the case may be, that the Exchange Notes or Private
Exchange Notes, as the case may be, and the related indenture constitute legal,
valid and binding obligations of the Company (and the Guarantors, in the case of
the guarantees thereof) enforceable against the Company (and the Guarantors, in
the case of the guarantees thereof) in accordance with their terms, subject to
customary exceptions and qualifications.

          (r)  If the Exchange Offer or a Private Exchange is to be consummated,
upon delivery of the Registrable Notes by Holders to the Company (or to such
other Person as directed by the Company) in exchange for the Exchange Notes or
the Private Exchange Notes, as the case may be, the Company shall mark, or cause
to be marked, on such Registrable Notes that such Registrable Notes are being
cancelled in exchange for the Exchange Notes or the Private Exchange Notes, as
the case may be; in no event shall such Registrable Notes be marked as paid or
otherwise satisfied.

                                      -18-


          (s)  Reasonably cooperate with each seller of Registrable Notes
covered by any Registration Statement and each underwriter, if any,
participating in the disposition of such Registrable Notes and their respective
counsel in connection with any filings required to be made with the National
Association of Securities Dealers, Inc. (the "NASD").
                                              ----

          (t)  Use their respective reasonable best efforts to take all other
steps necessary or advisable to effect the registration of the Exchange Notes
and/or Registrable Notes covered by a Registration Statement contemplated
hereby.

          The Company and the Guarantors may require each seller of Registrable
Notes as to which any registration is being effected to furnish to the Company
such information regarding such seller and the distribution of such Registrable
Notes as the Company may, from time to time, reasonably request.  The Company
may exclude from such registration the Registrable Notes of any seller if such
seller fails to furnish such information within 20 Business Days after receiving
such request.  Each seller as to which any registration is being effected agrees
to furnish promptly to the Company all information required to be disclosed in
order to make the information previously furnished to the Company by such seller
not materially misleading.

          If any such Registration Statement refers to any Holder by name or
otherwise as the holder of any securities of the Company or any Guarantor, then
such Holder shall have the right to require (i) the insertion therein of
language, in form and substance reasonably satisfactory to such Holder, to the
effect that the holding by such Holder of such securities is not to be construed
as a recommendation by such Holder of the investment quality of the securities
covered thereby and that such holding does not imply that such Holder will
assist in meeting any future financial requirements of the Company or such
Guarantor, or (ii) in the event that such reference to such Holder by name or
otherwise is not required by the Securities Act or any similar federal statute
then in force, the deletion of the reference to such Holder in any amendment or
supplement to the Registration Statement filed or prepared subsequent to the
time that such reference ceases to be required.

          Each Holder of Registrable Notes and each Participating Broker-Dealer
agrees by acquisition of such Registrable Notes or Exchange Notes to be sold by
such Participating Broker-Dealer, as the case may be, that, upon actual receipt
of any notice from the Company of the happening of any event of the kind
described in Section 5(c)(ii), 5(c)(iv), 5(c)(v), or 5(c)(vi) hereof, such
Holder will forthwith discontinue disposition of such Registrable Notes covered
by such Registration Statement or Prospectus or Exchange Notes to be sold by
such Holder or Participating Broker-Dealer, as the case may be, until such
Holder's or Participating Broker-Dealer's receipt of the copies of the
supplemented or amended Prospectus contemplated by Section 5(k) hereof, or until
it is advised in writing (the "Advice") by the Company that the use of the
                               ------
applicable Prospectus may be resumed, and has received copies of any amendments
or supplements thereto.  In the event that the Company shall give any such
notice, the Applicable Period shall be extended by the number of days during
such periods from and

                                      -19-


including the date of the giving of such notice to and including the date when
each seller of Registrable Notes covered by such Registration Statement or
Exchange Notes to be sold by such Participating Broker-Dealer, as the case may
be, shall have received (x) the copies of the supplemented or amended Prospectus
contemplated by Section 5(k) hereof or (y) the Advice.

          6.   Registration Expenses.  All fees and expenses incident to the
               ---------------------
performance of or compliance with this Agreement by the Company and the
Guarantors shall be borne by the Company and the Guarantors, whether or not any
Exchange Offer or any Shelf Registration is filed or becomes effective or the
Exchange Offer is consummated, including, without limitation, (i) all
registration and filing fees (including, without limitation, (A) fees with
respect to filings required to be made with the NASD in connection with an
underwritten offering and (B) fees and expenses of compliance with state
securities or Blue Sky laws (including, without limitation, reasonable fees and
disbursements of counsel in connection with Blue Sky qualifications of the
Registrable Notes or Exchange Notes and determination of the eligibility of the
Registrable Notes or Exchange Notes for investment under the laws of such
jurisdictions (x) where the holders of Registrable Notes are located, in the
case of the Exchange Notes, or (y) as provided in Section 5(h) hereof, in the
case of Registrable Notes or Exchange Notes to be sold by a Participating
Broker-Dealer during the Applicable Period)), (ii) printing expenses, including,
without limitation, expenses of printing certificates for Registrable Notes or
Exchange Notes in a form eligible for deposit with The Depository Trust Company
and of printing prospectuses if the printing of prospectuses is requested by the
managing underwriter or underwriters, if any, or by the Holders of a majority in
aggregate principal amount of the Registrable Notes included in any Registration
Statement or in respect of Registrable Notes or Exchange Notes to be sold by any
Participating Broker-Dealer during the Applicable Period, as the case may be,
(iii) messenger, telephone and delivery expenses of the Company and the
Guarantors, (iv) fees and disbursements of counsel for the Company and the
Guarantors and reasonable fees and disbursements of one special counsel for all
of the sellers of Registrable Notes (exclusive of any counsel retained pursuant
to Section 7 hereof), (v) fees and disbursements of all independent certified
public accountants referred to in Section 5(m)(iii) hereof (including, without
limitation, the expenses of any special audit and "cold comfort" letters
required by or incident to such performance), (vi) Securities Act liability
insurance, if the Company and the Guarantors desire such insurance, (vii) fees
and expenses of all other Persons retained by the Company and the Guarantors,
(viii) internal expenses of the Company and the Guarantors (including, without
limitation, all salaries and expenses of officers and employees of the Company
and the Guarantors performing legal or accounting duties), (ix) the expense of
any annual audit, (x) the fees and expenses incurred by the Company and the
Guarantors in connection with the listing of the securities to be registered on
any securities exchange, and the obtaining of a rating of these securities, in
each case, if applicable, and (xi) the expenses relating to printing, word
processing and distributing all Registration Statements, underwriting
agreements, indentures and any other documents necessary in order to comply with
this Agreement.

                                      -20-


          7.   Indemnification.  The Company and each Guarantor, jointly and
               ---------------
severally, agree to indemnify and hold harmless each Initial Purchaser, its
officers and directors, each person, if any, who controls any Initial Purchaser
and each affiliate of any Initial Purchaser which assists such Initial Purchaser
in the distribution of the Securities, within the meaning of either Section 15
of the Securities Act or Section 20 of the Exchange Act, from and against any
and all losses, claims, damages and liabilities (including, without limitation,
the legal fees and other expenses incurred in connection with any suit, action
or proceeding or any claim asserted) caused by any untrue statement or alleged
untrue statement of a material fact contained in the Offering Memorandum (as
amended or supplemented if the Issuers shall have furnished any amendments or
supplements thereto), or caused by any omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, except insofar as such losses, claims,
damages or liabilities are caused by any untrue statement or omission or alleged
untrue statement or omission made in reliance upon and in conformity with any
Initial Purchasers' Information.

          Each Initial Purchaser agrees to indemnify and hold harmless each of
the Issuers, its directors, its officers and each person who controls such
Issuer within the meaning of either Section 15 of the Securities Act or Section
20 of the Exchange Act to the same extent as the foregoing indemnity from the
Issuers to such Initial Purchaser, but only with reference to such losses,
claims, damages or liabilities which are caused by any untrue statement or
omission or alleged untrue statement or omission made in reliance upon and in
conformity with any Initial Purchasers' Information.

          If any suit, action, proceeding (including any governmental or
regulatory investigation), claim or demand shall be brought or asserted against
any person in respect of which indemnity may be sought pursuant to either of the
two preceding paragraphs, such person (the "Indemnified Person") shall promptly
                                            ------------------
notify the person or persons against whom such indemnity may be sought (each an
"Indemnifying Person") in writing, and such Indemnifying Person, upon request of
 -------------------
the Indemnified Person, shall retain counsel reasonably satisfactory to the
Indemnified Person to represent the Indemnified Person and any others entitled
to indemnification pursuant to this Section 7 that the Indemnifying Person may
designate in such proceeding and shall pay the fees and expenses of such counsel
related to such proceeding. In any such proceeding, any Indemnified Person shall
have the right to retain its own counsel, but the fees and expenses of such
counsel shall be at the expense of such Indemnified Person unless (i) such
Indemnifying Person and the Indemnified Person shall have mutually agreed to the
contrary, (ii) such Indemnifying Person has failed within a reasonable time to
retain counsel reasonably satisfactory to such Indemnified Person or (iii) the
named parties in any such proceeding (including any impleaded parties) include
an Indemnifying Person and an Indemnified Person and representation of both
parties by the same counsel would be inappropriate due to actual or potential
differing interests between them. It is understood that an Indemnifying Person
shall not, in connection with any proceeding or related proceedings in the same
jurisdiction, be liable for the fees and expenses of more than one separate firm
(in addition to any local counsel) for all Indemnified Persons, and that all
such fees and expenses shall be reimbursed as they are in-

                                      -21-


curred. Any such separate firm for any Initial Purchaser, each affiliate of any
Initial Purchaser which assists such Initial Purchaser in the distribution of
the Securities and such control persons of any Initial Purchaser shall be
designated in writing by Chase Securities Inc., and any such separate firm for
the Issuers, their respective directors, their respective officers and such
control persons of any of the Issuers shall be designated in writing by the
Company. The Indemnifying Person shall not be liable for any settlement of any
proceeding effected without its written consent, but if settled with such
consent or if there be a final judgment for the plaintiff, such Indemnifying
Person agrees to indemnify each Indemnified Person from and against any loss or
liability by reason of such settlement or judgment. No Indemnifying Person
shall, without the prior written consent of the Indemnified Person, effect any
settlement of any pending or threatened proceeding in respect of which any
Indemnified Person is or could have been a party and indemnity could have been
sought hereunder by such Indemnified Person, unless such settlement includes an
unconditional release of such Indemnified Person from all liability on claims
that are the subject matter of such proceeding.

          If the indemnification provided for in the first and second paragraphs
of this Section 7 is unavailable to an Indemnified Person or insufficient in
respect of any losses, claims, damages or liabilities referred to therein, then
each Indemnifying Person under such paragraph, in lieu of indemnifying such
Indemnified Person thereunder, shall contribute to the amount paid or payable by
such Indemnified Person as a result of such losses, claims, damages or
liabilities (i) in such proportion as is appropriate to reflect the relative
benefits received by the Issuers on the one hand and the Initial Purchasers on
the other hand from the offering of the Securities or (ii) if the allocation
provided by clause (i) above is not permitted by applicable law, in such
proportion as is appropriate to reflect not only the relative benefits referred
to in clause (i) above but also the relative fault of the Issuers on the one
hand and the Initial Purchasers on the other in connection with the statements
or omissions that resulted in such losses, claims, damages or liabilities, as
well as any other relevant equitable considerations. The relative benefits
received by the Issuers on the one hand and the Initial Purchasers on the other
shall be deemed to be in the same respective proportions as the net proceeds
from the offering and sale of the Securities (before deducting expenses)
received by the Issuers and the total underwriting commissions received by the
Initial Purchasers, in each case as set forth in the table on the cover of the
Offering Memorandum. The relative fault of the Issuers on the one hand and the
Initial Purchasers on the other shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by the Issuers, on the one hand, or by the Initial Purchasers on the
other hand and the parties' relative intent, knowledge, access to information
and opportunity to correct or prevent such statement or omission.

          Each of the Issuers and the Initial Purchasers agrees that it would
not be just and equitable if contribution pursuant to this Section 7 were
determined by pro rata allocation or by any other method of allocation that does
              --------
not take account of the equitable considerations referred to in the immediately
preceding paragraph. The amount paid or payable by an Indemnified Person as a
result of the losses, claims, damages and liabilities referred to in the immedi-

                                      -22-


ately preceding paragraph shall be deemed to include, subject to the
limitations set forth above, any legal or other expenses incurred by such
Indemnified Person in connection with investigating or defending any such action
or claim. Notwithstanding the provisions of this Section 7, in no event shall an
Initial Purchaser be required to contribute any amount in excess of the amount
by which the total price at which the Securities underwritten by it and
distributed to the public were offered to the public exceeds the amount of any
damages that such Initial Purchaser has otherwise been required to pay by reason
of such untrue or alleged untrue statement or omission or alleged omission. No
person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation.

          The remedies provided for in this Section 7 are not exclusive and
shall not limit any rights or remedies that may otherwise be available to any
indemnified party at law or in equity.

          The indemnity and contribution agreements contained in this Section 7
and the representations and warranties of the Company set forth in this
Agreement shall remain operative and in full force and effect regardless of (i)
any termination of this Agreement, (ii) any investigation made by or on behalf
of any Initial Purchaser or any person controlling any Initial Purchaser or by
or on behalf of the Issuers, their respective officers or directors or any other
person controlling any of the Issuers and (iii) acceptance of and payment for
any of the Securities.

          8.   Rules 144 and 144A.  The Company covenants that it will use its
               ------------------
reasonable best efforts to file the reports required to be filed by it under the
Securities Act and the Exchange Act and the rules and regulations adopted by the
SEC thereunder in a timely manner in accordance with the requirements of the
Securities Act and the Exchange Act and, for so long as any Registrable Notes
remain outstanding, if at any time the Company is not required to file such
reports, it will, upon the request of any Holder or beneficial owner of
Registrable Notes, make available such information necessary to permit sales
pursuant to Rule 144A under the Securities Act. The Company further covenants
that, for so long as any Registrable Notes remain outstanding, it will use its
reasonable best efforts to take such further action as any Holder of Registrable
Notes may reasonably request, all to the extent required from time to time to
enable such holder to sell Registrable Notes without registration under the
Securities Act within the limitation of the exemptions provided by (a) Rule
144(k) and Rule 144A under the Securities Act, as such Rules may be amended from
time to time, or (b) any similar rule or regulation hereafter adopted by the
SEC. Notwithstanding the foregoing, nothing in this Section 8 shall be deemed to
require the Company to register any of its securities pursuant to the Exchange
Act.

          9.   Underwritten Registrations.  If any of the Registrable Notes
               --------------------------
covered by any Shelf Registration are to be sold in an underwritten offering,
the investment banker or investment bankers and manager or managers that will
manage the offering will be selected by

                                      -23-


the Holders of a majority in aggregate principal amount of such Registrable
Notes included in such offering and reasonably acceptable to the Company.

          No Holder of Registrable Notes may participate in any underwritten
registration hereunder unless such Holder (a) agrees to sell such Holder's
Registrable Notes on the basis provided in any underwriting arrangements
approved by the Persons entitled hereunder to approve such arrangements and (b)
completes and executes all questionnaires, powers of attorney, indemnities,
underwriting agreements and other documents required under the terms of such
underwriting arrangements.

          10.  Miscellaneous.  (a)  No Inconsistent Agreements.  Neither the
               -------------        --------------------------
Company nor any Guarantor has, as of the date hereof, and neither the Company
nor any Guarantor shall, after the date of this Agreement, enter into any
agreement with respect to any of its securities that is inconsistent with the
rights granted to the Holders of Registrable Notes in this Agreement or
otherwise conflicts with the provisions hereof. The rights granted to the
Holders hereunder do not in any way conflict with and are not inconsistent with
the rights granted to the holders of the Company's or any Guarantor's other
issued and outstanding securities under any such agreements. Neither the Company
nor any Guarantor will enter into any agreement with respect to any of its
securities which will grant to any Person piggy-back registration rights with
respect to any Registration Statement.

          (b)  Adjustments Affecting Registrable Notes.  Neither the Company nor
               ---------------------------------------
any Guarantor shall, directly or indirectly, take any action with respect to the
Registrable Notes as a class that would adversely affect the ability of the
Holders of Registrable Notes to include such Registrable Notes in a registration
undertaken pursuant to this Agreement.

          (c)  Amendments and Waivers.  The provisions of this Agreement may not
               ----------------------
be amended, modified or supplemented, and waivers or consents to departures from
the provisions hereof may not be given, otherwise than with the prior written
consent of (I) the Company and the Guarantors and (II)(A) the Holders of not
less than a majority in aggregate principal amount of the then outstanding
Registrable Notes and (B) in circumstances that would adversely affect the
Participating Broker-Dealers, the Participating Broker-Dealers holding not less
than a majority in aggregate principal amount of the Exchange Notes held by all
Participating Broker-Dealers; provided, however, that Section 7 and this Section
                              --------  -------
10(c) may not be amended, modified or supplemented without the prior written
consent of each Holder and each Participating Broker-Dealer (including any
person who was a Holder or Participating Broker-Dealer of Registrable Notes or
Exchange Notes, as the case may be, disposed of pursuant to any Registration
Statement) affected by any such amendment, modification or supplement.
Notwithstanding the foregoing, a waiver or consent to depart from the provisions
hereof with respect to a matter that relates exclusively to the rights of
Holders of Registrable Notes whose securities are being sold pursuant to a
Registration Statement and that does not directly or indirectly affect, impair,
limit or compromise the rights of other Holders of Registrable Notes

                                      -24-


may be given by Holders of at least a majority in aggregate principal amount of
the Registrable Notes being sold by such Holders pursuant to such Registration
Statement.

          (d)  Notices.  All notices and other communications (including without
               -------
limitation any notices or other communications to the Trustee) provided for or
permitted hereunder shall be made in writing by hand-delivery, registered first-
class mail, next-day air courier or facsimile:

          (i)  if to a Holder of Registrable Notes or any Participating Broker-
Dealer, at the most current address of such Holder or Participating Broker-
Dealer, as the case may be, set forth on the records of the registrar under the
Indenture.

          (ii) if to the Company or any Guarantor at the address as follows:

               Constellation Brands, Inc.
               300 WillowBrook Office Park
               Fairport, New York  14450
               Attention: General Counsel
               Facsimile: (716) 218-2165

               with a copy to:
               McDermott, Will & Emery
               227 West Monroe Street
               Chicago, Illinois 60606-5096
               Facsimile: (312) 984-7700

                                      -25-


          (iii) if to the Initial Purchasers at the address as follows:

                Chase Securities Inc.
                270 Park Avenue
                New York, New York  10017
                Attention: Stephen B. Grant
                Facsimile: (212) 270-7487

                with a copy to:
                Cahill Gordon & Reindel
                80 Pine Street
                New York, New York  10005
                Attention: Daniel J. Zubkoff
                Facsimile: (212) 269-5420

          All such notices and communications shall be deemed to have been duly
given: when delivered by hand, if personally delivered; five Business Days after
being deposited in the mail, postage prepaid, if mailed; one Business Day after
being timely delivered to a next-day air courier; and when receipt is
acknowledged by the addressee, if sent by facsimile.

          Copies of all such notices, demands or other communications shall be
concurrently delivered by the Person giving the same to the Trustee at the
address and in the manner specified in such Indenture.

          (e)  Successors and Assigns. This Agreement shall inure to the benefit
               ----------------------
of and be binding upon the successors and assigns of each of the parties hereto,
the Holders and the Participating Broker-Dealers; provided, however, that this
                                                  --------  -------
Agreement shall not inure to the benefit of or be binding upon a successor or
assign of a Holder unless and to the extent such successor or assign holds
Registrable Notes.

          (f)  Counterparts.  This Agreement may be executed in any number of
               ------------
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

          (g)  Headings.  The headings in this Agreement are for convenience of
               --------
reference only and shall not limit or otherwise affect the meaning hereof.

          (h)  Governing Law; Jurisdiction.  THIS AGREEMENT SHALL BE GOVERNED BY
               ---------------------------
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED
TO CONTRACTS MADE AND PERFORMED WHOLLY WITHIN THE STATE OF NEW YORK, WITHOUT
REGARD TO PRINCIPLES OF CONFLICTS OF LAW.  EACH OF THE PARTIES HERETO AGREES TO
SUBMIT TO THE JURISDICTION OF THE COURTS OF THE STATE

                                      -26-


OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
AGREEMENT.

          (i)  Severability.  If any term, provision, covenant or restriction of
               ------------
this Agreement is held by a court of competent jurisdiction to be invalid,
illegal, void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions set forth herein shall remain in full force and
effect and shall in no way be affected, impaired or invalidated, and the parties
hereto shall use their best efforts to find and employ an alternative means to
achieve the same or substantially the same result as that contemplated by such
term, provision, covenant or restriction. It is hereby stipulated and declared
to be the intention of the parties hereto that they would have executed the
remaining terms, provisions, covenants and restrictions without including any of
such that may be hereafter declared invalid, illegal, void or unenforceable.

          (j)  Securities Held by the Company or Its Affiliates.  Whenever the
               ------------------------------------------------
consent or approval of Holders of a specified percentage of Registrable Notes is
required hereunder, Registrable Notes held by the Company, the Guarantors or any
of their affiliates (as such term is defined in Rule 405 under the Securities
Act) shall not be counted in determining whether such consent or approval was
given by the Holders of such required percentage.

          (k)  Third Party Beneficiaries.  Holders of Registrable Notes and
               -------------------------
Participating Broker-Dealers are intended third party beneficiaries of this
Agreement and this Agreement may be enforced by such Persons.

          (l)  Entire Agreement.  This Agreement, together with the Purchase
               ----------------
Agreement and the Indenture, is intended by the parties as a final and exclusive
statement of the agreement and understanding of the parties hereto in respect of
the subject matter contained herein and therein and any and all prior oral or
written agreements, representations, or warranties, contracts, understandings,
correspondence, conversations and memoranda between the Holders on the one hand
and the Company and the Guarantors on the other, or between or among any agents,
representatives, parents, subsidiaries, affiliates, predecessors in interest or
successors in interest with respect to the subject matter hereof and thereof are
merged herein and replaced hereby.

          (m)  Additional Amounts of Securities.  The Securities are limited in
               --------------------------------
aggregate principal amount to $200,000,000. Additional amounts of Securities may
be issued in one or more series from time to time under the Indenture
(collectively "Additional Notes") prior to the filing of any Registration
               ----------------
Statement. The Company and the Guarantors shall provide the registration rights
set forth under this Agreement to the Initial Purchasers and any subsequent
holder or holders of such Additional Notes and notwithstanding anything
contained herein may but are not obligated to include such Additional Notes in
any Registration Statement filed hereunder.

                                      -27-


          IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.

                                        CONSTELLATION BRANDS, INC.

                                        By: /s/ Thomas S. Summer
                                            --------------------
                                            Name:  Thomas S. Summer
                                            Title: Executive Vice President an
                                                   Chief Financial Officer

                                        GUARANTORS

                                        BATAVIA WINE CELLARS, INC.

                                        By: /s/ Thomas S. Summer
                                            --------------------
                                            Name:  Thomas S. Summer
                                            Title: Treasurer

                                        BARTON INCORPORATED

                                        By: /s/ Thomas S. Summer
                                            --------------------
                                            Name:  Thomas S. Summer
                                            Title: Vice President

                                        BARTON BRANDS, LTD.

                                        By: /s/ Thomas S. Summer
                                            --------------------
                                            Name:  Thomas S. Summer
                                            Title: Vice President


                                             BARTON BEERS, LTD.

                                             By: /s/ Thomas S. Summer
                                                 --------------------
                                                 Name:  Thomas S. Summer
                                                 Title: Vice President


                                             BARTON BRANDS OF CALIFORNIA, INC.

                                             By: /s/ Thomas S. Summer
                                                 --------------------
                                                 Name:  Thomas S. Summer
                                                 Title: Vice President


                                             BARTON BRANDS OF GEORGIA, INC.

                                             By:  /s/ Thomas S. Summer
                                                  --------------------
                                                  Name:  Thomas S. Summer
                                                  Title: Vice President


                                             BARTON DISTILLERS IMPORT CORP.


                                             By: /s/ Thomas S. Summer
                                                 --------------------
                                                 Name:  Thomas S. Summer
                                                 Title: Vice President


                                             BARTON FINANCIAL CORPORATION

                                             By: /s/ Thomas S. Summer
                                                 --------------------
                                                 Name:  Thomas S. Summer
                                                 Title: Vice President


                                       STEVENS POINT BEVERAGE CO.


                                       By:  /s/ Thomas S. Summer
                                            --------------------
                                            Name:  Thomas S. Summer
                                            Title: Vice President


                                       CANANDAIGUA LIMITED


                                       By:   /s/ Thomas S. Summer
                                             --------------------
                                             Name:  Thomas S. Summer
                                             Title: Finance Director
                                                (Principal Financial Officer
                                                and Principal Accounting
                                                Officer)


                                       MONARCH IMPORT COMPANY


                                       By:   /s/ Thomas S. Summer
                                             --------------------
                                             Name:  Thomas S. Summer
                                             Title: Vice President


                                       CANANDAIGUA WINE COMPANY, INC.

                                       By:   /s/ Thomas S. Summer
                                             --------------------
                                             Name:  Thomas S. Summer
                                             Title: Treasurer


                                     CANANDAIGUA EUROPE LIMITED

                                     By:  /s/ Thomas S. Summer
                                          --------------------
                                          Name:  Thomas S. Summer
                                          Title: Treasurer


                                     ROBERTS TRADING CORP.


                                     By:  /s/ Thomas S. Summer
                                          --------------------
                                          Name:  Thomas S. Summer
                                          Title: President and Treasurer


                                     POLYPHENOLICS, INC.


                                     By:  /s/ Thomas S. Summer
                                          --------------------
                                          Name:  Thomas S. Summer
                                          Title: Vice President and Treasurer


                                     FRANCISCAN VINEYARDS, INC.


                                     By:  /s/ Thomas S. Summer
                                          --------------------
                                          Name:  Thomas S. Summer
                                          Title: Vice President and Treasurer


                                     ALLBERRY, INC.


                                     By:   /s/ Thomas S. Summer
                                           --------------------
                                           Name:  Thomas S. Summer
                                           Title: Vice President and Treasurer


                                     CLOUD PEAK CORPORATION
                                     By:   /s/ Thomas S. Summer
                                           --------------------
                                           Name:  Thomas S. Summer
                                           Title: Vice President and Treasurer


                                     M.J. LEWIS CORP.


                                     By:   /s/ Thomas S. Summer
                                           --------------------
                                           Name:  Thomas S. Summer
                                           Title: Vice President and Treasurer


                                     MT. VEEDER CORPORATION


                                     By:   /s/ Thomas S. Summer
                                           --------------------
                                           Name:  Thomas S. Summer
                                           Title: Vice President and Treasurer


                                        CANANDAIGUA B.V.


                                        By:  /s/ Thomas S. Summer
                                             --------------------
                                             Name:  Thomas S. Summer
                                             Title: Authorized Representative


                                        BARTON CANADA, LTD.


                                        By:  /s/ Thomas S. Summer
                                             --------------------
                                             Name:  Thomas S. Summer
                                             Title: Vice President


                                        INITIAL PURCHASERS

                              CHASE SECURITIES INC.
                              SALOMON SMITH BARNEY INC.
                              CREDIT SUISSE FIRST BOSTON
                                CORPORATION
                              SCOTIA CAPITAL (USA) INC.

                              By: CHASE SECURITIES INC.

                              By:   /s/Steven Tulip
                                  -----------------
                                  Name:
                                  Title:

EX-5

                                                                       Exhibit 5


                                 May 11, 2001


Constellation Brands, Inc.
300 WillowBrook Office Park
Fairport, New York 14450

     Re:  Registration Statement on Form S-4 of Constellation Brands, Inc.
          ----------------------------------------------------------------

Ladies and Gentlemen:

     This opinion is furnished to you in connection with the registration
statement on Form S-4 (the "Registration Statement") filed with the Securities
and Exchange Commission under the Securities Act of 1933, as amended (the
"Act"), for the registration of $200,000,000 aggregate principal amount of 8%
Series B Senior Notes due 2008 (the "New Notes") of Constellation Brands, Inc.,
a Delaware corporation (the "Company"), to be unconditionally guaranteed (the
"Guarantees") by certain of the Company's subsidiaries that are signatories to
the Indenture (the "Guarantors").  The New Notes will be offered in exchange
(the "Exchange") for the Company's outstanding 8% Senior Notes due 2008 (the
"Old Notes").

     The New Notes will be issued in exchange for Old Notes pursuant to an
Indenture (the "Indenture") dated as of February 21, 2001 by and among the
Company, certain guarantor subsidiaries of the Company, and BNY Midwest Trust
Company, as Trustee (the "Trustee"), and the related Registration Rights
Agreement dated as of February 21, 2001 among the Company, certain guarantors
named therein, and Chase Securities Inc., Salomon Smith Barney Inc., Credit
Suisse First Boston Corporation and Scotia Capital (USA) Inc. (the "Registration
Rights Agreement").

     We have examined the Registration Statement, the Indenture, the
Registration Rights Agreement, the New Notes, and such other documents as we
have deemed necessary to enable us to express the opinion set forth below.  In
addition, we have examined and relied, to the extent we deemed proper, on
certificates of officers of the Company and the Guarantors as to factual
matters, and on originals or copies certified or otherwise identified to our
satisfaction, of all such corporate records of the Company and the Guarantors
and such other instruments and certificates of public officials and other
persons as we have deemed appropriate.  In our examination, we have assumed the
authenticity of all documents submitted to us as originals, the conformity to
the original documents of all documents submitted to us as copies, the


Constellation Brands, Inc.
May 11, 2001
Page 2


genuineness of all signatures on documents reviewed by us and the legal capacity
of natural persons. We have further assumed that the New Notes and the
Guarantees have been duly executed and delivered, all in accordance with the
authorizing resolutions of the Boards of Directors of the Company and the
Guarantors.

     We express no opinion as to the applicability of, compliance with or effect
of, the law of any jurisdiction other than the federal laws of the United
States, the General Corporation Law of the State of Delaware, and the laws of
the State of New York.

     Based upon and subject to the foregoing, we are of the opinion that the New
Notes, when duly executed and authenticated in accordance with the terms of the
Indenture, and delivered in exchange for Old Notes in accordance with the terms
of the Indenture, will be valid and legally binding obligations of the Company
and will be entitled to the benefits of the Indenture, except that the
enforceability thereof may be limited by or subject to bankruptcy,
reorganization, insolvency, fraudulent conveyance, moratorium or other similar
laws now or hereafter existing which affect the rights and remedies of creditors
generally and equitable principles of general applicability.

     In rendering the opinion set forth above, we have assumed that the
execution, authentication and delivery by the Company of the Indenture and the
New Notes do not and will not violate, conflict with or constitute a default
under any agreement or instrument to which the Company or its properties is
subject, except for those agreements and instruments which have been identified
to us by the Company as being material to it and which are listed in Part 2 of
the Company's Annual Report on Form 10-K for the year ended 2000.

     We hereby consent to the reference to our firm under the caption "Legal
Matters" in the Registration Statement and to the use of this opinion as an
exhibit to the Registration Statement.  In giving this consent, we do not hereby
admit that we come within the category of persons whose consent is required
under Section 7 of the Act or the rules and regulations of the Securities and
Exchange Commission thereunder.


                                 Very truly yours,


                                 /s/ McDermott, Will & Emery

EX-12

                                  EXHIBIT 12
                  CONSTELLATION BRANDS, INC. AND SUBSIDIARIES
        STATEMENT OF COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
                           (in thousands of dollars)


                                                                                    For the Year
                                                      For the Nine Months Ended        Ended            For the Years Ended
                                                            November 30,            February 29,            February 28,
                                                     ---------------------------   --------------   ---------------  -----------
                                                        2000          1999             2000             1999            1998
                                                     -----------   -----------      -----------     ------------     -----------
                                                                                                      
Earnings: (a)
  Income before provision for income taxes            $ 131,609     $ 103,078        $ 128,959        $ 104,430        $ 79,881
  Add fixed charges                                      86,887        83,069          114,045           46,497          35,851
                                                     -----------   -----------      -----------     ------------     -----------
    Earnings                                          $ 218,496     $ 186,147        $ 243,004        $ 150,927       $ 115,732
                                                     ===========   ===========      ===========     ============     ===========

Fixed Charges:
  Interest on debt and capitalized leases              $ 83,051      $ 80,291        $ 110,017         $ 43,537        $ 32,917
  Amortization of direct financing costs                  2,317         1,483            2,215            1,867           2,082
  Amortization of discount on debt                          371           316              427              388             352
  Interest element of rentals                             1,148           979            1,386              705             500
                                                     -----------   -----------      -----------     ------------     -----------
    Total fixed charges                                $ 86,887      $ 83,069        $ 114,045         $ 46,497        $ 35,851
                                                     ===========   ===========      ===========     ============     ===========

Ratio of Earnings to Fixed Charges                          2.5           2.2              2.1              3.2             3.2
                                                     ===========   ===========      ===========     ============     ===========


                                                                            For the Six         For the Year
                                                     For the Years Ended    Months Ended           Ended
                                                        February 28,        February 29,         August 31,
                                                      -----------------   -----------------   ----------------
                                                            1997                1996                1995
                                                      -----------------   -----------------   ----------------
                                                                                     
Earnings: (a)
  Income before provision for income taxes                    $ 79,160            $ 13,630           $ 62,626
  Add fixed charges                                             37,074              18,684             27,337
                                                           ------------        ------------        -----------
    Earnings                                                 $ 116,234            $ 32,314           $ 89,963
                                                           ============        ============        ===========

Fixed Charges:
  Interest on debt and capitalized leases                     $ 34,473            $ 17,447           $ 25,121
  Amortization of direct financing costs                         2,112               1,046              1,881
  Amortization of discount on debt                                 112                   -                  -
  Interest element of rentals                                      377                 191                335
                                                           ------------        ------------        -----------
    Total fixed charges                                       $ 37,074            $ 18,684           $ 27,337
                                                           ============        ============        ===========

Ratio of Earnings to Fixed Charges                                 3.1                 1.7                3.3
                                                           ============        ============        ===========


(a)   For the purpose of calculating the ratio of earnings to fixed charges,
      "earnings" represent income before provision for income taxes plus fixed
      charges. "Fixed charges" consist of interest expensed and capitalized,
      amortization of debt issuance costs, amortization of discount on debt, and
      the portion of rental expense which management believes is representative
      of the interest component of lease expense.

EX-23.1

                                                                   Exhibit 23.1
                                                                   ------------



                                                          [LOGO] ARTHUR ANDERSEN








CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated May 15, 2000
included in Constellation Brands, Inc.'s (formerly known as Canandaigua Brands,
Inc.) Form 10-K for the year ended February 29, 2000 and to all references to
our Firm included in this registration statement.


                                                         /s/ Arthur Andersen LLP


Rochester, New York
May 11, 2001

EX-23.2

                                                                    Exhibit 23.2
                                                                    ------------



                        Consent of Independent Auditors


The Board of Directors
Constellation Brands, Inc.:

We consent to the incorporation by reference in this registration statement on
Form S-4 of Constellation Brands, Inc. (formerly known as Canandaigua Brands,
Inc.) of our report dated June 24, 1999, with respect to the statement of assets
and liabilities related to the product lines sold to Canandaigua Brands, Inc. as
of April 9, 1999 and the related statement of identified income and expenses for
the year ended December 31, 1998, which report appears in the Form 8-K/A
Amendment No. 2 of Canandaigua Brands, Inc. dated April 9, 1999 and to the
reference to our firm under the heading "Experts" in this registration
statement.


/s/ KPMG LLP


May 11, 2001

EX-25

                                                                      EXHIBIT 25

 = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = =
                                    FORM T-1

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                            STATEMENT OF ELIGIBILITY
                   UNDER THE TRUST INDENTURE ACT OF 1939 OF A
                    CORPORATION DESIGNATED TO ACT AS TRUSTEE

                      CHECK IF AN APPLICATION TO DETERMINE
                      ELIGIBILITY OF A TRUSTEE PURSUANT TO
                             SECTION 305(b)(2) |__|

                           ===========================

                            BNY MIDWEST TRUST COMPANY
                 (formerly known as CTC Illinois Trust Company)
               (Exact name of trustee as specified in its charter)

Illinois                                                     36-3800435
(State of incorporation                                      (I.R.S. employer
if not a U.S. national bank)                                 identification no.)

2 N. LaSalle Street
Suite 1020
Chicago, Illinois                                            60602
(Address of principal executive offices)                     (Zip code)

                           ===========================

                           Constellation Brands, Inc.
               (Exact name of obligor as specified in its charter)

Delaware                                                     16-0716709
(State or other jurisdiction of                              (I.R.S. employer
incorporation or organization)                               identification no.)

                           Batavia Wine Cellars, Inc.
               (Exact name of obligor as specified in its charter)

New York                                                     16-1222994
(State or other jurisdiction of                              (I.R.S. employer
incorporation or organization)                               identification no.)


                         Canandaigua Wine Company, Inc.
               (Exact name of obligor as specified in its charter)

New York                                                     16-1462887
(State or other jurisdiction of                              (I.R.S. employer
incorporation or organization)                               identification no.)

                           Canandaigua Europe Limited
               (Exact name of obligor as specified in its charter)

New York                                                     16-1195581
(State or other jurisdiction of                              (I.R.S. employer
incorporation or organization)                               identification no.)

                              Roberts Trading Corp.
               (Exact name of obligor as specified in its charter)

New York                                                     16-0865491
(State or other jurisdiction of                              (I.R.S. employer
incorporation or organization)                               identification no.)

                               Polyphenolics, Inc.
               (Exact name of obligor as specified in its charter)

New York                                                     16-1546354
(State or other jurisdiction of                              (I.R.S. employer
incorporation or organization)                               identification no.)

                               Canandaigua Limited
               (Exact name of obligor as specified in its charter)

England and Wales                                            98-0198402
(State or other jurisdiction of                              (I.R.S. employer
incorporation or organization)                               identification no.)

                                Canandaigua B.V.
               (Exact name of obligor as specified in its charter)

The Netherlands                                              98-0205132
(State or other jurisdiction of                              (I.R.S. employer
incorporation or organization)                               identification no.)

                                      -2-


                           Franciscan Vineyards, Inc.
               (Exact name of obligor as specified in its charter)

Delaware                                                     94-2602962
(State or other jurisdiction of                              (I.R.S. employer
incorporation or organization)                               identification no.)

                                 Allberry, Inc.
               (Exact name of obligor as specified in its charter)

California                                                   68-0324763
(State or other jurisdiction of                              (I.R.S. employer
incorporation or organization)                               identification no.)

                             Cloud Peak Corporation
               (Exact name of obligor as specified in its charter)

California                                                   68-0324762
(State or other jurisdiction of                              (I.R.S. employer
incorporation or organization)                               identification no.)

                                M.J. Lewis Corp.
               (Exact name of obligor as specified in its charter)

Cailfornia                                                   94-3065450
(State or other jurisdiction of                              (I.R.S. employer
incorporation or organization)                               identification no.)

                             Mt. Veeder Corporation
               (Exact name of obligor as specified in its charter)

California                                                   94-2862667
(State or other jurisdiction of                              (I.R.S. employer
incorporation or organization)                               identification no.)

                               Barton Incorporated
               (Exact name of obligor as specified in its charter)

Delaware                                                     36-3500366
(State or other jurisdiction of                              (I.R.S. employer
incorporation or organization)                               identification no.)

                                      -3-


                               Barton Brands, Ltd.
               (Exact name of obligor as specified in its charter)

Delaware                                                     36-3185921
(State or other jurisdiction of                              (I.R.S. employer
incorporation or organization)                               identification no.)

                               Barton Beers, Ltd.
               (Exact name of obligor as specified in its charter)

Maryland                                                     36-2855879
(State or other jurisdiction of                              (I.R.S. employer
incorporation or organization)                               identification no.)

                        Barton Brands of California, Inc.
               (Exact name of obligor as specified in its charter)

Connecticut                                                  06-1048198
(State or other jurisdiction of                              (I.R.S. employer
incorporation or organization)                               identification no.)

                         Barton Brands of Georgia, Inc.
               (Exact name of obligor as specified in its charter)

Georgia                                                      58-1215938
(State or other jurisdiction of                              (I.R.S. employer
incorporation or organization)                               identification no.)

                         Barton Distillers Import Corp.
               (Exact name of obligor as specified in its charter)

New York                                                     13-1794441
(State or other jurisdiction of                              (I.R.S. employer
incorporation or organization)                               identification no.)

                          Barton Financial Corporation
               (Exact name of obligor as specified in its charter)

Delaware                                                     51-0311795
(State or other jurisdiction of                              (I.R.S. employer
incorporation or organization)                               identification no.)

                                      -4-


                               Barton Canada, Ltd.
               (Exact name of obligor as specified in its charter)

Illinois                                                     36-4283446
(State or other jurisdiction of                              (I.R.S. employer
incorporation or organization)                               identification no.)

                           Stevens Point Beverage Co.
               (Exact name of obligor as specified in its charter)

Wisconsin                                                    39-0638900
(State or other jurisdiction of                              (I.R.S. employer
incorporation or organization)                               identification no.)

                             Monarch Import Company
               (Exact name of obligor as specified in its charter)

Illinois                                                     36-3539106
(State or other jurisdiction of                              (I.R.S. employer
incorporation or organization)                               identification no.)

300 WillowBrook Office Park
Fairport, New York                                           14450
(Address of principal executive offices)                     (Zip code)

                           ===========================

                                Debt Securities
                      (Title of the indenture securities)

 = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = =

                                      -5-


1.   General information. Furnish the following information as to the Trustee:

     (a)  Name and address of each examining or  supervising  authority to which
          it is subject.



- -------------------------------------------------------------------------------------------------------------
                       Name                                               Address
- -------------------------------------------------------------------------------------------------------------
                                                              
        Office of Banks & Trust Companies of the State           500 E. Monroe Street
        of Illinois                                              Springfield, Illinois 62701-1532
        Federal Reserve Bank of Chicago                          230 S. LaSalle Street
                                                                 Chicago, Illinois 60603


     (b)  Whether it is authorized to exercise corporate trust powers.

     Yes.

2.   Affiliations with Obligor.

     If the obligor is an affiliate of the trustee, describe each such
     affiliation.

     None.

16.  List of Exhibits.

     1.   A copy of Articles of Incorporation of BNY Midwest Trust Company
          (formerly CTC Illinois Trust Company, formerly Continental Trust
          Company) as now in effect. (Exhibit 1 to Form T-1 filed with the
          Registration Statement No. 333-47688.)

     2,3. A copy of the Certificate of Authority of the Trustee as now in
          effect, which contains the authority to commence business and a grant
          of powers to exercise corporate trust powers. (Exhibit 2 to Form T-1
          filed with the Registration Statement No. 333-47688.)

     4.   A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1
          filed with the Registration Statement No. 333-47688.)

     6.   The consent of the Trustee required by Section 321(b) of the Act.
          (Exhibit 6 to Form T-1 filed with the Registration Statement No.
          333-47688.)

     7.   A copy of the latest report of condition of the Trustee published
          pursuant to law or to the requirements of its supervising or examining
          authority.

                                      -6-


                                    SIGNATURE


     Pursuant to the requirements of the Act, the Trustee, BNY Midwest Trust
Company, a corporation organized and existing under the laws of the State of
Illinois, has duly caused this statement of eligibility to be signed on its
behalf by the undersigned, thereunto duly authorized, all in The City of
Chicago, and State of Illinois, on the 12th day of April, 2001.


                                          BNY Midwest Trust Company


                                          By:      /S/ DAN DONOVAN
                                            -----------------------------------
                                                Name:  DAN DONAVAN
                                                Title: ASST. VICE PRESIDENT

                                      -7-


                         OFFICE OF BANKS AND REAL ESTATE
                       Bureau of Banks and Trust Companies

                        CONSOLIDATED REPORT OF CONDITION
                                       OF

                            BNY Midwest Trust Company
                           208 West Jackson Boulevard
                                    Suite 700
                             Chicago, Illinois 60606

Including the institution's domestic and foreign subsidiaries completed as of
the close of business on September 30, 2000, submitted in response to the call
of the Office of Banks and Real Estate of the State of Illinois.



                                 ASSETS                                          Thousands of Dollars
                                 ------                                          --------------------
                                                                                      
1.      Cash and Due from Depository Institutions......................                  23,538
2.      U.S. Treasury Securities.......................................                   - 0 -
3.      Obligations of States and Political Subdivisions...............                   - 0 -
4.      Other Bonds, Notes and Debentures..............................                   - 0 -
5.      Corporate Stock................................................                   - 0 -
6.      Trust Company  Premises,  Furniture,  Fixtures and Other
        Assets Representing Trust Company Premises.....................                     234
7.      Leases and Lease Financing Receivables.........................                   - 0 -
8.      Accounts Receivable............................................                   3,706
9.      Other Assets...................................................

        (Itemize amounts greater than 15% of Line 9)

                Goodwill and Intangibles........................49,497

                                                                                         49,681

10.     TOTAL ASSETS...................................................                  77,159



                                                                     Page 1 of 3


                         OFFICE OF BANKS AND REAL ESTATE
                       Bureau of Banks and Trust Companies

                        CONSOLIDATED REPORT OF CONDITION
                                       OF

                            BNY Midwest Trust Company
                           208 West Jackson Boulevard
                                    Suite 700
                             Chicago, Illinois 60606



                                  LIABILITIES                                    Thousands of Dollars
                                  -----------                                    --------------------
                                                                                      
11.      Accounts Payable...............................................                 - 0 -
12.      Taxes Payable..................................................                 - 0 -
13.      Other Liabilities for Borrowed Money...........................                 7,000
14.      Other Liabilities..............................................
         (Itemize amounts greater than 15% of Line 14)

                 Reserve for Taxes.................................2,853

                                                                                           3,289
15.      TOTAL LIABILITIES                                                               10,289
                                  EQUITY CAPITAL
16.      Preferred Stock................................................                 - 0 -
17.      Common Stock...................................................                 2,000
18.      Surplus........................................................                 62,130
19.      Reserve for Operating Expenses.................................                 - 0 -
20.      Retained Earnings (Loss).......................................                 2,740
21.      TOTAL EQUITY CAPITAL...........................................                 66,870
22.      TOTAL LIABILITIES AND EQUITY CAPITAL...........................                 77,159





                                                                     Page 2 of 3


I,      Robert L. De Paola, Vice President
   -----------------------------------------------------------------------------
              (Name and Title of Officer Authorized to Sign Report)

of BNY Midwest Trust Company certify that the information contained in this
statement is accurate to the best of my knowledge and belief. I understand that
submission of false information with the intention to deceive the Commissioner
or his Administrative officers is a felony.

                                                Robert L. DePaola
                                ------------------------------------------------
                                (Signature of Officer Authorized to Sign Report)

Sworn to and subscribed before me is 26th day of     October            ,   2000
                                     ----        -----------------------  ------

My Commission expires December 31, 2001.
                      -----------------

                                               Carmelo C. Casella, Notary Public
                                               ------------------

(Notary Seal)



Person to whom Supervisory Staff should direct questions concerning this report.

    Jennifer Barbieri                                     (212) 437-5520
- -------------------------                         ------------------------------
         Name                                      Telephone Number (Extension)




                                                                     Page 3 of 3

EX-99.1

                                                                    Exhibit 99.1


                             LETTER OF TRANSMITTAL

                           CONSTELLATION BRANDS, INC.

                               Offer to Exchange
                       8% Series B Senior Notes due 2008
         (which have been registered under the Securities Act of 1933)

                                      for

                            8% Senior Notes due 2008
    (of which an aggregate principal amount of $200,000,000 is outstanding)

                 Pursuant to the Prospectus dated _______, 2001


- --------------------------------------------------------------------------------
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON ___________,
_________, 2001, UNLESS EXTENDED (THE "EXPIRATION DATE"). TENDERS MAY BE
WITHDRAWN PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.
- --------------------------------------------------------------------------------

     By execution of this Letter of Transmittal the undersigned acknowledges
receipt of the prospectus dated ________, 2001 (the "Prospectus") of
Constellation Brands, Inc., a Delaware corporation (the "Company"), which,
together with this letter of transmittal and the instructions hereto (the
"Letter of Transmittal"), constitutes the Company's offer (the "Exchange Offer")
to exchange $200,000,000 of its 8% Series B Senior Notes due 2008 (the "new
notes") for $200,000,000 of its outstanding 8% Senior Notes due 2008 (the "old
notes") upon the terms and subject to the conditions set forth in the
Prospectus. The new notes will be issued pursuant to an exemption from the
registration requirements of the U.S. Securities Act of 1933 and will be
unrestricted securities and will be freely transferable in accordance with the
Securities Act. Tenders of old notes will be accepted only in authorized
denominations of $1,000. Capitalized terms used but not defined herein have the
meanings given to them in the Prospectus.

     Because all of the old notes are held in book-entry accounts at DTC
maintained by BNY Midwest Trust Company (an affiliate of the Exchange Agent, The
Bank of New York), as trustee, this Letter of Transmittal need not be manually
executed; provided, however, that tenders of old notes must be effected in
accordance with the procedures mandated by DTC's Automated Tender Offer Program
("ATOP"). To tender old notes in this manner, the electronic instructions sent
to DTC and transmitted to the Exchange Agent must contain the character by which
the participant acknowledges its receipt of and agrees to be bound by and make
all of the representations in this Letter of Transmittal. In all other cases, a
Letter of Transmittal must be manually executed and delivered to the Exchange
Agent in the manner set forth on the final page of this Letter of Transmittal.

     Any questions regarding the Exchange Offer should be addressed to, and
materials relating to the Exchange Offer may be obtained from, the Exchange
Agent (telephone (+1 212) 815-5920, attention: Carol Montreuil).

     Delivery of this Letter of Transmittal in a manner or to an address, or
transmission via telegram, telex or facsimile, other than as set forth above
will not constitute a valid delivery.


Ladies and Gentlemen:

     Subject to the terms of the Exchange Offer, the undersigned hereby tenders
to the Company the principal amount of old notes indicated below.  Subject to,
and effective upon, the acceptance for exchange of the principal amount of old
notes tendered in accordance with this Letter of Transmittal, the undersigned
sells, assigns and transfers to, or upon the order of, the Company all right,
title and interest in and to the old notes tendered hereby.  The undersigned
hereby irrevocably constitutes and appoints the Exchange Agent its agent and
attorney-in-fact with respect to the old notes with full power of substitution
to (i) deliver certificates for such old notes to the Company, or transfer
ownership of such old notes on the account books maintained by DTC, together, in
any such case, with all accompanying evidences of transfer and authenticity to,
or upon the order of, the Company and (ii) present such old notes for transfer
on the books of the Company and receive all benefits and otherwise exercise all
rights of beneficial ownership of such old notes, all in accordance with the
terms of the Exchange Offer.  The power of attorney granted in this paragraph
shall be deemed irrevocable and coupled with an interest.

     The undersigned hereby represents and warrants that he or she has full
power and authority to tender, sell, assign and transfer the old notes tendered
hereby and that the Company will acquire good and unencumbered title thereto,
free and clear of all liens, restrictions, charges and encumbrances and not
subject to any adverse claim when the same are acquired by the Company.  The
undersigned also acknowledges that this Exchange Offer is being made in reliance
on an interpretation by the staff of the U.S. Securities and Exchange Commission
that the new notes issued in exchange for the old notes pursuant to the Exchange
Offer may be offered for resale, resold and otherwise transferred by holders
thereof (other than any such holder that is an "affiliate" of the Company within
the meaning of Rule 405 under the Securities Act) without compliance with the
registration and prospectus delivery provisions of the Securities Act, provided
that such new notes are acquired in the ordinary course of such holders'
business and such holders have no arrangement with any person to participate in
the distribution of such new notes.  If the undersigned is not a broker-dealer,
the undersigned represents that it is not engaged in, and does not intend to
engage in, a distribution of new notes.  If the undersigned is a broker-dealer
that will receive new notes for its own account in exchange for old notes, the
undersigned represents that such old notes were acquired as a result of market-
making activities and acknowledges that it will deliver a prospectus meeting the
requirements of the Securities Act in connection with any resale of such new
notes; however, by so acknowledging and by delivering a prospectus, the
undersigned will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act.

     The undersigned represents that (i) the new notes acquired pursuant to the
Exchange Offer are being obtained in the ordinary course of business of the
person receiving such new notes, whether or not such person is the undersigned,
(ii) neither the undersigned holder of old notes nor any other person has an
arrangement or understanding with any person to participate in the distribution
of such new notes, (iii) if the undersigned is not a broker-dealer, or is a
broker-dealer but will not receive new notes for its own account in exchange for
old notes, neither the undersigned nor any such other person is engaged in or
intends to participate in the distribution of such new notes and (iv) neither
the undersigned nor any such other person is an "affiliate" of the Company
within the meaning of Rule 405 of the Securities Act or, if the undersigned is
an affiliate, that the undersigned will comply with the registration and
prospectus delivery requirements of the Securities Act to the extent applicable.

     The undersigned will, upon request, execute and deliver any additional
documents deemed by the Exchange Agent or the Company to be necessary or
desirable to complete the assignment and transfer of the old notes tendered
hereby.

     For purposes of the Exchange Offer, the Company shall be deemed to have
accepted validly tendered old notes when, as and if the Company has given
written notice thereof to the Exchange Agent.  If any tendered old notes are not
accepted for exchange pursuant to the Exchange Offer for any reason or if old
notes are submitted for a greater principal amount than the holder desires to
exchange, such unaccepted or non-exchanged old notes will

                                       2


be credited by book-entry transfer to the account at DTC from which they were
tendered as promptly as practicable after the expiration or termination of the
Exchange Offer.

     All authority conferred or agreed to be conferred by this Letter of
Transmittal shall survive the death, incapacity or dissolution of the
undersigned and every obligation under this Letter of Transmittal shall be
binding upon the undersigned's heirs, personal representatives, successors, and
assigns.

     The undersigned understands that tenders of old notes pursuant to the
procedures described under the caption "The Exchange Offer-Procedures for
Tendering Old Notes" in the Prospectus and in the instructions hereto will
constitute a binding agreement between the undersigned and the Company upon the
terms and subject to the conditions of the Exchange Offer.

                                       3


     The bracketed information is requested but is not required.  All other
questions must be answered unless otherwise indicated.  Only one offer may be
submitted by or on behalf of each beneficial holder owner of old notes.

[Name of Beneficial Owner:                          ___________________________

     Contact Person                                 ___________________________

     Address                                        ___________________________

     Telephone (with international dialing code)    ___________________________

     Facsimile (with international dialing code)    ___________________________]


Principal Amount Tendered

  Bond Description            CUSIP         ISIN            Principal
                                                             Amount

8% Senior Notes due 2008   21036PAA6     US21036PAA66    _____________

1. Company Name of Direct Participant in DTC signing: _________________________

     Contact Person                                   _________________________

     Address                                          _________________________

     Telephone (with international dialing code)      _________________________

     Facsimile (with international dialing code)      _________________________

2. Name of Clearing System (Euroclear, Clearstream
   Banking or DTC) where old notes are held:          _________________________

     Account Number at Clearing System
     referred to above where Series A
     notes are held:                                  _________________________

     [_]  Check here and fill in the name and address for delivery if you are a
          broker-dealer and wish to receive 10 additional copies of the
          Prospectus and 10 copies of any amendments or supplements thereto.


Name:     ____________________________

Address:  ____________________________

          ____________________________

                                       4


                               PLEASE SIGN HERE

     This Letter of Transmittal must be signed by the holder(s) of the old notes
exactly as its name(s) appears(s) on a security position listing it as the owner
of old notes. If signature is by a trustee, executor, administrator, guardian,
attorney-in-fact, officer or other person acting in a fiduciary or
representative capacity, such person must set forth his or her full title below
under "Capacity" and submit evidence satisfactory to the Company of such
person's authority to so act. See Instruction 3 herein.


x____________________________________        Date:_____________________________


x____________________________________        Date:_____________________________
  Signature(s) of Holder(s) or
  Authorized Signatory


Name(s):______________________________       Address:__________________________

______________________________________       __________________________________
     (Please print)                          (including zip code or postal code)

Capacity(ies):________________________       Telephone (with international
                                             dialing code):

                                             __________________________________

Taxpayer Identification No(s):________

                                       5


                                  INSTRUCTIONS

        Forming Part of the Terms and Conditions of the Exchange Offer

     1.   Delivery of this Letter of Transmittal and Old Notes. The method of
delivery of this Letter of Transmittal, the tendered old notes, and all other
required documents to the Exchange Agent is at the election and risk of the
holders and, except as otherwise provided below, the delivery will be deemed
made only when actually received by the Exchange Agent or DTC in the case of
electronically delivered old notes. Instead of delivery by mail, it is
recommended that an overnight or hand delivery service be used. In all cases,
sufficient time should be allowed to assure timely delivery. No Letter of
Transmittal or old notes should be sent to the Company.

     2.   Partial Tenders. If less than all of the old notes evidenced by a
submitted certificate are to be tendered, the tendering holder(s) should fill in
the aggregate principal amount of old notes to be tendered in the box above
entitled "Principal Amount Tendered." All of the old notes held by a tendering
holder will be deemed to have been tendered unless otherwise indicated.

     3.   Signatures in a Fiduciary or Representative Capacity. If this Letter
of Transmittal (or copy hereof) is signed by trustees, executors,
administrators, guardians, attorneys-in-fact, officers of corporations or others
acting in a fiduciary or representative capacity, such persons should so
indicate when signing, and unless waived by the Company, evidence satisfactory
to the Company of their authority to so act must be submitted with this Letter
of Transmittal.

     4.   Transfer Taxes. The Company will pay all transfer taxes, if any,
applicable to the exchange of old notes pursuant to the Exchange Offer.

     5.   Waiver of Conditions. The Company reserves the absolute right to
amend, waive, or modify specified conditions in the Exchange Offer in the case
of any old notes tendered.

     6.   Irregularities. All questions as to the validity, form, eligibility
(including time of receipt), and acceptance of Letters of Transmittal or old
notes will be resolved by the Company, whose determination will be final and
binding. The Company reserves the absolute right to reject any or all Letters of
Transmittal or tenders that are not in proper form or the acceptance of which
would, in the opinion of the Company's counsel, be unlawful. The Company also
reserves the absolute right to waive any irregularities or conditions of tender
as to the particular old notes covered by any Letter of Transmittal or tendered
pursuant to such Letter of Transmittal. None of the Company, the Exchange Agent
or any other person will be under any duty to give notification of any defects
or irregularities in tenders or incur any liability for failure to give any such
notification. The Company's interpretation of the terms and conditions of the
Exchange Offer shall be final and binding.

                                       6


                 The Exchange Agent for the Exchange Offer is:


                             The Bank of New York


                                 By Facsimile:


                             The Bank of New York
                     Attention:  Reorganization Unit - 7E
                    Reference: Constellation Exchange Offer
                           Fax No. (+1 212) 815-6339
                       (For Eligible Institutions Only)

           By Overnight Courier, Registered Mail or Certified Mail:

                             The Bank of New York
                      Attention: Reorganization Unit - 7E
                    Reference: Constellation Exchange Offer
                              101 Barclay Street
                           New York, New York 10286

                                   By Hand:

                             The Bank of New York
                     Attention:  Reorganization Unit - 7E
                   Reference:  Constellation Exchange Offer
                              101 Barclay Street
                                 Ground Level
                        Corporate Trust Services Window
                           New York, New York 10286

EX-99.2

                                                                    Exhibit 99.2

                          CONSTELLATION BRANDS, INC.

                               Offer to Exchange
                       8% Series B Senior Notes due 2008
         (which have been registered under the Securities Act of 1933)

                                      for

                           8% Senior Notes due 2008
    (of which an aggregate principal amount of $200,000,000 is outstanding)

                Pursuant to the Prospectus dated _______, 2001

- --------------------------------------------------------------------------------
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON, ______,
__________, 2001, UNLESS EXTENDED (THE "EXPIRATION DATE"). TENDERS MAY BE
WITHDRAWN PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.
- --------------------------------------------------------------------------------

                                                                __________, 2001

To Our Clients:

     Enclosed for your consideration is a prospectus dated ________, 2001 (the
"Prospectus") and the related letter of transmittal (the "Letter of
Transmittal") relating to the offer (the "Exchange Offer") of Constellation
Brands, Inc., a Delaware corporation (the "Company"), to exchange $200,000,000
of its 8% Series B Senior Notes due 2008 (the "new notes") for $200,000,000 of
its outstanding 8% Senior Notes due 2008 (the "old notes") upon the terms and
subject to the conditions described in the Prospectus and the Letter of
Transmittal.

     This material is being forwarded to you as the beneficial owner of the old
notes carried by us in your account but not registered in your name.  A tender
of such old notes may only be made by us as the holder of record and pursuant to
your instructions.

     Accordingly, we request instructions as to whether you wish us to tender on
your behalf the old notes held by us for your account, pursuant to the terms and
conditions set forth in the enclosed Prospectus and Letter of Transmittal.

     Your instructions should be forwarded to us as promptly as possible in
order to permit us to tender the old notes on your behalf in accordance with the
provisions of the Exchange Offer.  The Exchange Offer will expire at 5:00 p.m.,
New York City time, on _______, 2001, unless extended by the Company.  Any old
notes tendered pursuant to the Exchange Offer may be withdrawn at any time
before the Expiration Date.

     If you wish to have us tender your old notes, please so instruct us by
completing, executing and returning to us the enclosed instruction form.  THE
LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR INFORMATION ONLY AND MAY NOT BE
USED DIRECTLY BY YOU TO TENDER SERIES A NOTES.


             INSTRUCTION TO REGISTERED HOLDER FROM BENEFICIAL OWNER

                           CONSTELLATION BRANDS, INC.

                               Offer to Exchange
                       8% Series B Senior Notes due 2008
         (which have been registered under the Securities Act of 1933)

                                      for

                            8% Senior Notes due 2008
    (of which an aggregate principal amount of $200,000,000 is outstanding)

                Pursuant to the Prospectus dated ________, 2001

To Registered Holder:

     The undersigned hereby acknowledge(s) receipt of the prospectus dated
_________, 2001 (the "Prospectus") of Constellation Brands, Inc., a Delaware
corporation (the "Company"), and accompanying letter of transmittal (the "Letter
of Transmittal") that together constitute the Company's offer (the "Exchange
Offer") to exchange $200,000,000 of its 8% Series B Senior Notes due 2008 (the
"new notes") for $200,000,000 of its outstanding 8% Senior Notes due 2008 (the
"old notes").  Capitalized terms used but not defined have the meanings ascribed
to them in the Prospectus.

     This will instruct you, the registered holder, as to the action to be taken
by you relating to the Exchange Offer with respect to the old notes held by you
for the account of the undersigned.

     The aggregate face amount of the old notes held by you for the account of
the undersigned is (fill in amount):


     $____________________ of 8% Senior Notes due 2008.

     With respect to the Exchange Offer, the undersigned hereby instructs you
(check the appropriate box):


     [_] To TENDER the old notes held by you for the account of the undersigned
         (insert principal amount of old notes to be tendered (if any)):


     $____________________ of 8% Senior Notes due 2008.


     [_] NOT TO TENDER any old notes held by you for the account of the
undersigned.

       If the undersigned instructs you to tender old notes held by you for the
account of the undersigned, it is understood that you are authorized to make, on
behalf of the undersigned (and the undersigned, by its signature below, hereby
makes to you), the representations and warranties contained in the Letter of
Transmittal that are to be made with respect to the undersigned as a beneficial
owner, including but not limited to the representations, that (i) any new notes
acquired pursuant to the Exchange Offer will be obtained in the ordinary course
of business of the person receiving such new notes, whether or not such person
is the registered holder, (ii) neither the holder of old notes nor any other
person has an arrangement or understanding with any person to participate in the


distribution of such new notes, (iii) if the holder is not a broker-dealer, or
is a broker-dealer but will not receive new notes for its own account in
exchange for old notes, neither the holder nor any such other person is engaged
in or intends to participate in the distribution of such new notes and (iv)
neither the holder nor any such other person is an "affiliate" of the Company
within the meaning of Rule 405 of the Securities Act or, if such holder is an
affiliate, that such holder will comply with the registration and prospectus
delivery requirements of the Securities Act to the extent applicable.  By so
acknowledging that it will deliver and by delivering a prospectus meeting the
requirements of the Securities Act in connection with any resale of such new
notes, the undersigned is not deemed to admit that it is an "underwriter" within
the meaning of the Securities Act.


                                   SIGN HERE

Name of beneficial owner(s) (please print):____________________________________

Signature(s):__________________________________________________________________

Address:_______________________________________________________________________

Telephone (with international dialing code):___________________________________

Taxpayer Identification or Social Security/Employer Identification Number, if
applicable:____________________________________________________________________

Date:__________________________________________________________________________

EX-99.3

                                                                    Exhibit 99.3



                          CONSTELLATION BRANDS, INC.

                               Offer to Exchange
                       8% Series B Senior Notes due 2008
         (which have been registered under the Securities Act of 1933)

                                      for

                            8% Senior Notes due 2008
    (of which an aggregate principal amount of $200,000,000 is outstanding)

                Pursuant to the Prospectus dated ________, 2001


- --------------------------------------------------------------------------------
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON, __________,
_________, 2001, UNLESS EXTENDED (THE "EXPIRATION DATE"). TENDERS MAY BE
WITHDRAWN PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.
- --------------------------------------------------------------------------------

                                                                 _________, 2001

To Registered Holders:

     We are enclosing herewith the documents identified below relating to the
offer (the "Exchange Offer") by Constellation Brands, Inc., a Delaware
corporation (the "Company"), to exchange $200,000,000 of its 8% Series B Senior
Notes due 2008 (the "new notes") for $200,000,000 of its outstanding 8% Senior
Notes due 2008 (the "old notes") upon the terms and subject to the conditions
set forth in the Prospectus dated ___________, 2001 and the related Letter of
Transmittal.

     Enclosed herewith are copies of the following documents:

     1.  Prospectus;

     2.  Letter of Transmittal;

     3.  Instruction to Registered Holder from Beneficial Owner; and

     4.  Letter which may be sent to your clients for whose account you hold old
notes registered in your name or the name of your nominee, to accompany the
instruction form referred to above, for obtaining such clients' instructions
with regard to the Exchange Offer.

     We urge you to contact you clients promptly.  Please note that the Exchange
Offer will expire at 5:00 p.m., New York City time, on ________, 2001 unless
extended by the Company in its sole discretion.  Please also note that
guaranteed delivery of old notes is not available.

     The Exchange Offer is not conditioned upon any minimum number of old notes
being tendered.

     Pursuant to the Letter of Transmittal, each holder of old notes will
represent to the Company that (i) any new notes acquired pursuant to the
Exchange Offer will be obtained in the ordinary course of business of the person
receiving such new notes, whether or not such person is such holder, (ii)
neither the holder of old notes nor any other person has an arrangement or
understanding with any person to participate in the distribution of such new
notes, (iii) if the holder is not a broker-dealer, or is a broker-dealer but
will not receive new notes for its own account in exchange for old notes,
neither the holder nor any such other person is engaged in or intends to


participate in the distribution of such new notes and (iv) neither the holder
nor any such other person is an "affiliate" of the Company within the meaning of
Rule 405 of the Securities Act or, if such holder is an affiliate, that such
holder will comply with the registration and prospectus delivery requirements of
the Securities Act to the extent applicable. By so acknowledging that it will
deliver and by delivering a prospectus meeting the requirements of the
Securities Act in connection with any resale of such new notes, the undersigned
is not deemed to admit that it is an "underwriter" within the meaning of the
Securities Act.

     The enclosed Instruction to Registered Holder from Beneficial Owner
contains an authorization by the beneficial owner of the old notes for you to
make the foregoing representations.

     The Company will not pay any fee or commission to any broker or dealer or
to any other persons (other than the Exchange Agent for the Exchange Offer) in
connection with the solicitation of tenders of old notes pursuant to the
Exchange Offer.  The Company will pay all transfer taxes, if any, applicable to
the exchange of old notes pursuant to the Exchange Offer, on the transfer of old
notes to it.

     Any questions regarding the Exchange Offer should be addressed to, and
additional copies of the enclosed materials may be obtained from, the Exchange
Agent, The Bank of New York (telephone (+1 212) 815-5920, attention: Carol
Montreuil).

                              Very truly yours,


                              Constellation Brands, Inc.


     NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU
THE AGENT OF THE COMPANY, THE EXCHANGE AGENT OR ANY OTHER PERSON, OR AUTHORIZE
YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF
THE COMPANY IN CONNECTION WITH THE EXCHANGE OFFER OTHER THAN THE DOCUMENTS
ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED HEREIN.

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