EXHIBIT 4.8

_____________________________

BROADWAY RECEIVABLES, INC.,
Issuer

AND

BANKERS TRUST COMPANY,
Trustee

_____________________________

INDENTURE

Dated as of September 1, 1994

_____________________________

$64,000,000

$38,000,000 7.55% Subordinated Credit Card Notes,
Class A, Due 1999

$26,000,000 11% Subordinated Credit Card Notes,
Class B, Due 1999

_____________________________
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TABLE OF CONTENTS

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ARTICLE ONE Definitions and Assumptions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

SECTION 1.01. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

ARTICLE TWO The Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21

SECTION 2.01. Forms Generally . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
SECTION 2.02. Forms of Class A Notes and
Certificate of Authentication . . . . . . . . . . . . . . . . . . . . . . 21
SECTION 2.03. Forms of Class B Notes and
Certificate of Authentication . . . . . . . . . . . . . . . . . . . . . . 29
SECTION 2.04. Denominations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
SECTION 2.05. Execution, Authentication, and
Delivery . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
SECTION 2.06. Temporary Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
SECTION 2.07. Registration; Registration of
Transfer and Exchange . . . . . . . . . . . . . . . . . . . . . . . . . . 39
SECTION 2.08. Mutilated, Destroyed, Lost, or
Stolen Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
SECTION 2.09. Persons Deemed Owner . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
SECTION 2.10. Payment of Principal and
Interest; Interest on Overdue
Principal; Principal and Interest
Rights Preserved . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
SECTION 2.11. Cancellation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
SECTION 2.12. Authentication and Delivery of
Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
SECTION 2.13. Book-Entry Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
SECTION 2.14. Notices to Clearing Agency . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
SECTION 2.15. Definitive Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49

ARTICLE THREE Representations and Warranties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50

SECTION 3.01. Corporate Status and Power . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
SECTION 3.02. No Violation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
SECTION 3.03. Single-Purpose Corporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
SECTION 3.04. No Conflicts; No Defaults . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
SECTION 3.05. No Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
SECTION 3.06. Investment Company Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
SECTION 3.07. ERISA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52

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SECTION 3.08. Subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
SECTION 3.09. No Violation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53

ARTICLE FOUR Affirmative Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53

SECTION 4.01. Payment of Principal and
Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
SECTION 4.02. Maintenance of Office or Agency . . . . . . . . . . . . . . . . . . . . . . . . 53
SECTION 4.03. Money for Note Payments To Be
Held in Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
SECTION 4.04. Preservation of Corporate
Existence . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
SECTION 4.05. Compliance with Laws, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . 55
SECTION 4.06. Keeping of Books . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
SECTION 4.07. Payment of Taxes, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
SECTION 4.08. Reporting Requirements . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
SECTION 4.09. Annual Independent Public
Accountants' Servicing Report . . . . . . . . . . . . . . . . . . . . 58
SECTION 4.10. Rule 144A Information
Requirement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59

ARTICLE FIVE Negative Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59

SECTION 5.01. Liens, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
SECTION 5.02. Debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
SECTION 5.03. Restricted Junior Payments . . . . . . . . . . . . . . . . . . . . . . . . . . 59
SECTION 5.04. Mergers, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
SECTION 5.05. Change in Nature of Business . . . . . . . . . . . . . . . . . . . . . . . . . 60
SECTION 5.06. Corporate Organization . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
SECTION 5.07. No Amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
SECTION 5.08. Transactions with Affiliates . . . . . . . . . . . . . . . . . . . . . . . . . 62
SECTION 5.09. Capital Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
SECTION 5.10. Maintenance of Separate
Existence . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
SECTION 5.11. Maximum Permitted Debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63

ARTICLE SIX Satisfaction and Discharge . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63

SECTION 6.01. Satisfaction and Discharge of
Indenture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
SECTION 6.02. Application of Trust Money . . . . . . . . . . . . . . . . . . . . . . . . . . 65

ARTICLE SEVEN Events of Default and Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65

SECTION 7.01. Events of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
SECTION 7.02. Acceleration of Maturity;

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Rescission and Annulment . . . . . . . . . . . . . . . . . . . . . . . . . . 66
SECTION 7.03. Collection of Indebtedness and
Suits for Enforcement by
Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67
SECTION 7.04. Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68
SECTION 7.05. Application of Money Collected . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69
SECTION 7.06. Limitation of Suits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69
SECTION 7.07. Restoration of Rights and
Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70
SECTION 7.08. Rights and Remedies Cumulative . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71
SECTION 7.09. Delay or Omission Not Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71
SECTION 7.10. Control by Noteholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71
SECTION 7.11. Waiver of Past Defaults . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72
SECTION 7.12. Undertaking for Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72
SECTION 7.13. Waiver of Stay or Extension Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . 73

ARTICLE EIGHT The Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73

SECTION 8.01. Certain Duties and Responsibili-
ties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73
SECTION 8.02. Notice of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75
SECTION 8.03. Certain Rights of the Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76
SECTION 8.04. Not Responsible for Recitals or
Issuance of Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77
SECTION 8.05. May Hold Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 78
SECTION 8.06. Interest on Money Held in Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . 78
SECTION 8.07. Compensation and Reimbursement . . . . . . . . . . . . . . . . . . . . . . . . . . . . 78
SECTION 8.08. Corporate Trustee Required;
Eligibility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79
SECTION 8.09. Resignation and Removal; Appoint-
ment of Successor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79
SECTION 8.10. Acceptance of Appointment by
Successor Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 82
SECTION 8.11. Merger, Conversion, Consolidation
or Succession to Business of
Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 83
SECTION 8.12. Co-Trustee and Separate Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 83

ARTICLE NINE Noteholders' Lists and Reports . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 85

SECTION 9.01. Issuer To Furnish Trustee Names
and Addresses to Noteholders . . . . . . . . . . . . . . . . . . . . . . . . 85
SECTION 9.02. Preservation of Information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 85
SECTION 9.03. Reports by Issuer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 85
SECTION 9.04. Reports to Noteholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 85

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ARTICLE TEN Supplemental Indentures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 86

SECTION 10.01. Supplemental Indentures Without
Consent of Noteholders . . . . . . . . . . . . . . . . . . . . . . . . . . . 86
SECTION 10.02. Supplemental Indentures with
Consent of Noteholders . . . . . . . . . . . . . . . . . . . . . . . . . . . 87
SECTION 10.03. Execution of Supplemental
Indentures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 88
SECTION 10.04. Effect of Supplemental Indenture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 89
SECTION 10.05. Reference in Notes to Supple-
mental Indentures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 89

ARTICLE ELEVEN Redemption of Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 89

SECTION 11.01. Optional Redemption by Issuer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 89
SECTION 11.02. Form of Optional Redemption
Notice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 90
SECTION 11.03. Notes Payable on Redemption Date
or Payment Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 90
SECTION 11.04. Mandatory Redemption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 90
SECTION 11.05. Form of Mandatory Redemption
Notice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 91
SECTION 11.06. Notes Subject to Mandatory
Redemption Payable on Specified
Payment Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 91
SECTION 11.07. Selection of Notes for Optional
or Mandatory Redemption;
Surrender of Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 91

ARTICLE TWELVE Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 92

SECTION 12.01. Compliance Certificates and
Opinions, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 92
SECTION 12.02. Form of Documents Delivered to
Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 93
SECTION 12.03. Acts of Noteholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 94
SECTION 12.04. Notices, etc., to Trustee, Issuer
and Rating Agencies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 95
SECTION 12.05. Notices to Noteholders; Waivers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 95
SECTION 12.06. Alternate Payment and Notice
Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 96
SECTION 12.07. Limited Recourse Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 97
SECTION 12.08. Non-Petition Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 97
SECTION 12.09. Effect of Headings and Table of
Contents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 97
SECTION 12.10. Successors and Assigns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 97

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SECTION 12.11. Separability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 97
SECTION 12.12. Benefits of Indenture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 97
SECTION 12.13. Legal Holidays . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 98
SECTION 12.14. Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 98
SECTION 12.15. Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 98
SECTION 12.16. Recording of Indenture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 98
SECTION 12.17. Corporate Obligation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 98
SECTION 12.18. Inspection . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 98

Acknowledgments

Exhibit A Amended and Restated Assignment and
Security Agreement

Exhibit B DTC Agreement

Exhibit C-1 Form of Transferor's Certificate

Exhibit C-2 Form of Transferee's Certificate

Exhibit C-3 Form of Accredited Investor's Certificate

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INDENTURE dated as of September 1, 1994 between BROADWAY
RECEIVABLES, INC., a Delaware corporation (the "Issuer"), and BANKERS TRUST
COMPANY, a New York banking corporation, as trustee (the "Trustee").

PRELIMINARY STATEMENT

The Issuer has duly authorized the execution and delivery of
this Indenture to provide for the creation of a series of Notes to be known as
the "Broadway Receivables, Inc. Subordinated Credit Card Notes" as provided in
this Indenture. The Notes shall be issued in two Classes, the first of which
shall be known as the "7.55% Subordinated Credit Card Notes, Class A, Due
1999" (the Notes of such Class to be in substantially the form specified in
Section 2.02 hereof, the "Class A Notes"), and the second of which shall be
known as the "11% Subordinated Credit Card Notes, Class B, Due 1999" (the Notes
of such Class to be in substantially the form specified in Section 2.03 hereof,
the "Class B Notes" and, together with the Class A Notes, collectively, the
"Notes"). All representations, covenants, and agreements made by the Issuer
herein are for the benefit and security of the Noteholders. The Issuer is
entering into this Indenture, and the Trustee is accepting the trusts created
hereby, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged.

ARTICLE ONE

Definitions and Assumptions

SECTION 1.01. Definitions. (a) Except as otherwise
specified herein or as the context may otherwise require, the following terms
have the respective meanings set forth below for all purposes of this
Indenture, and the definitions of such terms are equally applicable both to the
singular and plural forms of such terms.

"Act" has the meaning specified in Section 12.03(a).

"Advance" shall have the meaning set forth in Section 2.01 of
the Blue Hawk Credit Agreement.
8

"Affiliate" means, as to any Person, any other Person that,
directly or indirectly, is in control of, is controlled by or is under common
control with such person or is a director or officer of such Person or of an
Affiliate of such Person. For purposes of this definition, control of a Person
shall mean the power, direct or indirect, (i) to vote 50% or more of the
securities having ordinary voting power for the election of directors of such
Person, or (ii) to direct or cause the direction of the management and policies
of such person whether by contract or otherwise.

"Agent" means GE Capital, as agent for the Lender under the
Blue Hawk Credit Agreement.

"Aggregate Outstanding Amount" means with respect to the
Notes, the principal amount of all Notes Outstanding at the date of
determination.

"Authorized Officer" means any officer of the Issuer who is
authorized to act for the Issuer in matters relating to this Indenture.

"Bankruptcy Code" means Title 11 of the United States Code as
in effect from time to time and any successor statute.

"Basic Documents" means the Security Agreement, the Purchase
Agreement, the Indenture, the DTC Agreement, the Note Purchase Agreement, the
Interest Rate Cap Agreement and the other documents and certificates delivered
in connection therewith.

"Billing Cycle" means, with respect to any Account, the
monthly billing cycle for such Account as determined in accordance with the
Credit and Collection Policy, as in effect at the date of determination.

"Blocked Deposit Account" means each of the accounts in the
name of Issuer listed on Schedule I to the Blue Hawk Credit Agreement.

"Blocked Deposit Agreement" means an agreement by and among
the Issuer, the Servicer, the Collateral Agent and a Blocked Deposit Bank,
establishing a Blocked Deposit Account and specifying the rights of the
Collateral Agent in such Blocked Deposit Account, as amended from time to time.

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"Blue Hawk Credit Agreement" means the Receivables-Backed
Credit Agreement dated as of October 8, 1992 among the Issuer, the Lender and
the Agent, as amended by an Amendment No. 1 to Receivables-Backed Credit
Agreement dated as of September 28, 1993 and by an Amendment No. 2 to
Receivables-Backed Credit Agreement dated as of September 13, 1994, and as
amended from time to time hereafter in accordance with the terms thereof.

"Blue Hawk Credit Facility" means the credit facilities
extended to the Issuer pursuant to the Blue Hawk Credit Agreement and the Blue
Hawk Reimbursement Agreement.

"Blue Hawk Note" means the note evidencing the advances made
to the Issuer pursuant to the Blue Hawk Credit Agreement.

"Blue Hawk Reimbursement Agreement" means the Letter of Credit
and Reimbursement Agreement dated as of October 8, 1992 among the Issuer, the
LOC Providers and the LOC Agent, as amended by an Amendment No. 1 dated as of
September 13, 1994, and as the same may be amended from time to time hereafter
in accordance with the terms thereof.

"Book-Entry Notes" means beneficial interests in the Notes,
ownership of which shall be evidenced, and transfers of which shall be made,
through book entries by a Clearing Agency as described in Section 2.13.

"Broadway" means Broadway Stores, Inc. (formerly Carter Hawley
Hale Stores, Inc.), a Delaware corporation, together with its successors and
assigns.

"Business Day" means any day other than a Saturday, a Sunday
or a day on which banking institutions in California or New York, New York are
authorized or required to be closed.

"Calculation Period" means, with respect to any Settlement
Period, the one month period from and including the tenth day following the end
of such Settlement Period to, but excluding, the tenth day following the end of
the next succeeding Settlement Period.

"Cash Collateral Account" means the account established by the
Issuer pursuant to the Security Agreement in the name of the Collateral Agent
on behalf of the Secured Parties under the Security Agreement.

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"Cash Collateral Bank" means Bankers Trust Company, as cash
collateral bank under the Security Agreement.

"Cash Equivalents" means (i) securities with maturities of
sixty days or less (but in no event shall the maturity of such securities
prevent the proceeds thereof from being available to pay maturing Commercial
Paper (as defined in the Blue Hawk Credit Agreement) and the Notes) from the
date of acquisition issued or fully guaranteed or insured by the United States
Government or any agency thereof, (ii) certificates of deposit, eurodollar time
deposits, overnight bank deposits, bankers' acceptances and re-purchase
agreements of any commercial bank whose short-term obligations are rated "A-1+"
by S&P and "P-1" by Moody's Investors Service, Inc. having maturities of sixty
days or less from the date of acquisition, (iii) commercial paper having
maturities of sixty days or less from the date of acquisition, rated at least
"A-1+" by S&P or "P-1" by Moody's Investors Service, Inc. and, if rated by
Fitch, "F-1" and (iv) money market funds rated at least "AAAm" or "AAAm-G" by
S&P or "P-1" by Moody's Investors Service, Inc.

"Charge Account Agreement" means the agreement, which may
consist of more than one document, between an individual and Broadway pursuant
to which such individual is obligated to pay for merchandise or services
purchased from Broadway under a credit plan that permits such individual to
purchase merchandise and services on credit, together with any finance charges
and other charges related thereto.

"Claim" shall have the meaning provided in Section 101(5) of
the Bankruptcy Code.

"Class" means either the 7.55% Subordinated Credit Card Notes,
Class A, Due 1999 or the 11% Subordinated Credit Card Notes, Class B, Due 1999
designated in the Preliminary Statement of this Indenture, as the context
requires.

"Class A Global Note" has the meaning specified in Section
2.13 of this Indenture.

"Class A Notes" has the meaning specified in the Preliminary
Statement of this Indenture.

"Class B Global Note" has the meaning specified in Section
2.13 of this Indenture.

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"Class B Notes" has the meaning specified in the Preliminary
Statement of this Indenture.

"Clearing Agency" means an organization registered as a
"clearing agency" pursuant to Section 17A of the Securities Exchange Act of
1934, as amended.

"Clearing Agency Participant" means a broker, dealer, bank,
other financial institution or other Person for whom from time to time a
Clearing Agency effects book-entry transfers and pledges of securities
deposited with the Clearing Agency.

"Closing Date" means the day on which Notes are first
executed, authenticated and delivered.

"Code" means the Internal Revenue Code of 1986, as amended
from time to time, and the regulations promulgated and rulings issued
thereunder. Section references to the Code are to the Code, as in effect at
the date of this Agreement and any subsequent provisions of the Code,
amendatory thereof, supplemental thereto or substituted therefor.

"Collateral" has the meaning specified in Section 1(c) of
the Security Agreement.

"Collateral Agent" means GE Capital, as collateral agent under
the Security Agreement.

"Collections" means, with respect to any Receivable, all
payments in respect of such Receivable in the form of cash, checks, wire
transfers or other forms of payment in accordance with the related Charge
Account Agreement and all proceeds of such Receivable, including any
Recoveries.

"Commission" means the Securities and Exchange Commission, as
from time to time constituted, created under the Securities Exchange Act of
1934, or, if at any time after the execution and delivery of this Indenture
such Commission is not existing and performing the duties now assigned to it
under the Trust Indenture Act, then the body then performing such duties.

"Controlling Party" has the meaning specified in Section 14 of
the Security Agreement.

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12

"Corporate Trust Office" means the principal corporate trust
office of the Trustee located at Four Albany Street, New York, New York 10006,
Attention: Structured Finance Team; or such other addresses as the Trustee may
designate from time to time by notice to the Noteholders and the Issuer, or the
principal corporate trust office of any successor Trustee (or such other
addresses as a successor Trustee may designate from time to time by notice to
the Noteholders and the Issuer).

"CP Documents" has the meaning specified in the Blue Hawk
Credit Agreement.

"Credit and Collection Policy" means the credit, collection,
customer relations and service policies of Broadway in effect on the date
hereof, as such policies may hereafter be amended, modified or supplemented
from time to time in accordance with the Blue Hawk Credit Agreement.

"Cycle Date" means, with respect to any Billing Cycle, the
last day of such Billing Cycle.

"Debt" of any Person means, without duplication, (i) all
indebtedness of such Person for borrowed money, (ii) all indebtedness of such
Person for the deferred purchase price of property or services (other than
property and services purchased, and expense accruals and deferred compensation
items arising, in the ordinary course of business), (iii) all obligations of
such Person evidenced by notes, bonds, debentures or other similar instruments
(other than performance, surety and appeal bonds arising in the ordinary course
of business), (iv) all indebtedness of such Person created or arising under any
conditional sale or other title retention agreement with respect to property
acquired by such Person (even though 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), (v) all obligations of such Person under leases
which have been or should be, in accordance with U.S. GAAP, recorded as
capital leases, to the extent required to be so recorded, (vi) all
reimbursement, payment or similar obligations of such Person, contingent or
otherwise, under acceptance, letter of credit or similar facilities (other than
letters of credit in support of trade obligations or in connection with
workers' compensation, unemployment insurance, old-age pensions and other
social security benefits in the ordinary course of business), (vii) all Debt
referred to in clauses (i) through (vi) above guaranteed directly or indirectly
by such

-6-
13

Person, or in effect guaranteed directly or indirectly by such person through
an agreement (A) to pay or purchase such Debt or to advance or supply funds for
the payment or purchase of such Debt, (B) 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 Debt or to assure the holder of
such Debt against loss in respect of such Debt, (C) to supply funds to or in
any other manner invest in the debtor (including any agreement to pay for
property or services irrespective of whether such property is received or such
services are rendered) or (D) otherwise to assure a creditor against loss in
respect of such Debt, and (viii) all Debt referred to in clauses (i) through
(vi) above secured by (or for which the holder of such Debt has an existing
right, contingent or otherwise, to be secured by) any lien, security interest
or other charge or encumbrance upon or in 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 Debt.

"Default" means any occurrence that is, or with notice or the
lapse of time or both would become, an Event of Default.

"Definitive Notes" shall have the meaning specified in Section
2.13.

"Discount Rate" means, with respect to a Class of Notes and a
redemption date, the sum of (i) the bond equivalent yield to maturity on the
6.25% U.S. Treasury Note maturing in August 1996 (or, the event that the
applicable redemption date is subsequent to August 1, 1996, the 6.875% U.S.
Treasury Note maturing in October 1996), plus (ii) in the case of the Class A
Notes, 110 basis points, and in the case of the Class B Notes, 325 basis
points.

"DTC Agreement" means the agreement among the Issuer, the
Trustee and The Depository Trust Company, as the initial Clearing Agency, dated
as of September 13, 1994, substantially in the form attached hereto as Exhibit
B.

"Early Amortization Event" has the meaning specified in
Section 7(a) of the Security Agreement.

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14

"Eligible Receivable" means a Receivable that satisfies each
of the following criteria:

(a) it constitutes an "account" within the meaning of
Section 9106 of the UCC;

(b) it is the legal, valid and binding obligation of an
Obligor that, as of the end of the most recent Billing Cycle for the
related Account, (i) is not deceased, (ii) is not a minor under the
laws of his/her state of residence, (iii) is competent to enter into a
contract and incur debt and (iv) is not the subject of any proceedings
under the Bankruptcy Code or any other law for the relief of debtors
or for the custody of the property of incompetents;

(c) it and the underlying Charge Account Agreement were
created in compliance with, and do not contravene in any respect, any
laws, rules or regulations applicable thereto (including, without
limitation, rules and regulations relating to truth in lending, retail
installment sales, fair credit billing, fair credit reporting, equal
credit opportunity, fair debt collection practices and privacy), and
neither Broadway nor the Servicer is in violation of any such laws,
rules or regulations in any respect material to such Charge Account
Agreement;

(d) it is not a Defaulted Receivable (as defined in the
Blue Hawk Credit Agreement);

(e) it arises under a Charge Account Agreement that has
been duly authorized and which, together with such Receivable, is in
full force and effect and constitutes the legal, valid and binding
obligation of the Obligor on such Receivable enforceable against such
Obligor in accordance with its terms and is not subject to any offset,
counterclaim or defense whatsoever (except the discharge in bankruptcy
of such Obligor);

(f) it is not subject to any Lien in favor of any Person
except Liens created pursuant to the Security Agreement;

(g) the Obligor thereunder is not a known "fraud";

-8-
15

(h) it is denominated and payable only in United States
Dollars in the United States;

(i) the Obligor resided in the United States at the time
the related Account was established, and is not the United States, a
State or any instrumentality thereof;

(j) it is serviced in a credit service center of the
Servicer or any successor servicer that is located in the United
States; and

(k) it satisfies all requirements of the applicable
Credit and Collection Policy and the requirements of the underlying
Charge Account Agreement.

"Equity" means, at any date, without duplication, the sum of
(i) the net worth of the Issuer (determined in accordance with U.S. GAAP) and
(ii) the outstanding principal amount of the Issuer's Subordinated Broadway
Notes.

"ERISA" means the Employee Retirement Income Security Act of
1974, as amended from time to time, and the regulations promulgated and rulings
issued thereunder. Section references to ERISA are to ERISA, as in effect at
the date of this Agreement and any subsequent provisions of ERISA, amendatory
thereof, supplemental thereto or substituted therefor.

"ERISA Affiliate" means each person (as defined in Section
3(9) of ERISA) which together with the Issuer would be deemed to be a "single
employer" within the meaning of Section 414(b), (c), (m) or (o) of the Code.

"Event of Default" has the meaning specified in Section 7.01
of this Indenture.

"Executive Officer" means with respect to any corporation, the
Chief Executive Officer, Chief Operating Officer, Chief Financial Officer,
President, any Vice President, the Secretary or the Treasurer of such
corporation; with respect to any partnership, any general partner thereof.

"Facility Documents" means the Blue Hawk Credit Agreement, the
Security Agreement, the Purchase Agreement, the Blue Hawk Note, the
Reimbursement Agreement, the Letter of Credit and the CP Documents.

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16

"Fitch" means Fitch Investors Service, Inc.

"GE Capital" means General Electric Capital Corporation, a New
York corporation, together with its successors and assigns.

"Global Notes" has the meaning specified in Section 2.13 of
this Indenture.

"Holder" has the meaning specified in the definition of
"Noteholder" in this Section 1.01(a).

"Indenture" or "this Indenture" means this instrument as
originally executed and, as from time to time supplemented or amended by one or
more indentures supplemental hereto entered into pursuant to the applicable
provisions hereof, as so supplemented or amended, or both, and shall include
the forms and terms of the Notes established hereunder. The words "herein,"
"hereof," "hereunder" and other words of similar import refer to this Indenture
as a whole and not to any particular Article, Section or other subdivision.

"Independent" when used with respect to any specified Person
means that the Person (1) is in fact independent of the Issuer and any other
Person with an ownership interest in the Collateral and of any Affiliate of any
of the foregoing Persons, (2) does not have any direct financial interest or
any material indirect financial interest in the Issuer or any such other Person
with such an ownership interest in the Collateral or in any Affiliate of any of
the foregoing Persons, and (3) is not connected with the Issuer or any such
other Person with such an ownership interest in the Collateral as an officer,
employee, promoter, underwriter, trustee, partner, director, or person
performing similar functions.

"Interest Rate Cap" means those certain Interest Rate Cap
Agreements between the Issuer and each of Citicorp, N.A., Nationsbank, N.A. and
Bank of America National Trust and Savings Association, each in substantially
the form of Exhibit D to the Security Agreement.

"Issuer" means Broadway Receivables, Inc., a corporation
organized under the laws of the State of Delaware, until a successor Person
shall have become the Issuer pursuant to the applicable provisions of this
Indenture, and thereafter "Issuer" shall mean such successor Person.

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17

"Issuer Order" and "Issuer Request" means a written order or
request signed in the name of the Issuer by any one of its Authorized Officers
and delivered to the Trustee.

"Lender" means Blue Hawk Funding Corporation.

"Lender Report" means a report, in substantially the form of
Exhibit G to the Blue Hawk Credit Agreement, furnished by the Issuer to the
Lender pursuant to Section 5.01(h)(iii) of the Blue Hawk Credit Agreement.

"Lien" means any lien, charge, security interest, encumbrance
or any other type of preferential arrangement.

"Liquidity Agent" means GE Capital, as agent for the Liquidity
Lenders under the Security Agreement.

"Liquidity Lenders" has the meaning specified in the recitals
of the Security Agreement.

"LOC Agent" means GE Capital, as letter of credit agent under
the Reimbursement Agreement, and its successors and assigns.

"LOC Providers" means those banks and financial institutions
that are parties to the Reimbursement Agreement.

"Make-Whole Premium" means, with respect to any redemption of
Notes of a Class occurring prior to October 8, 1996, an amount equal to the
remainder obtained by subtracting (x) the outstanding principal balance of such
Notes, as of the date of such redemption (before giving effect to such
redemption and assuming that the principal of the Notes is payable in full on
October 8, 1996) from (y) the present value as of the date of such redemption
of the remaining scheduled payments of principal and interest on such Notes
(before giving effect to such redemption and assuming that the principal of the
Notes is payable in full on October 8, 1996), determined by discounting such
payments at the Discount Rate applicable to such Class.

"Maturity" means with respect to any Note, the date on which
the unpaid principal of such Note becomes due and payable as therein or herein
provided, whether at the Stated Maturity Date or by declaration of
acceleration, call for redemption, or otherwise.

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18

"Maximum Class A Debt Amount" means, as of any day, an amount
equal to the product of (x) the Maximum Class A Debt Ratio and (y) the
Outstanding Balance of the Eligible Receivables on such day.

"Maximum Class A Debt Ratio" means, as of any day, an amount
equal to (a) either (i) on any day from and including December 1 to but
excluding February 1, 86% or (ii) on any day from and including February 1 to
but excluding December 1, 87% minus (b) the sum of the Yield Discount Factor
and the Payment Rate Factor for such day.

"Maximum Permitted Debt" means, as of any day, an amount equal
to the product of (x) the Maximum Permitted Debt Ratio multiplied by (y) the
Outstanding Balance of the Eligible Receivables on such day.

"Maximum Permitted Debt Ratio" means, as of any day, an amount
equal to (i) either (a) on any day from and including December 1 to but
excluding February 1, 90%, or (b) on any day from and including February 1 to
but excluding December 1, 91%, minus (ii) the sum of the Yield Discount Factor
for such day and the Payment Rate Factor for such day.

"Minimum Denomination" means $1,000,000.

"Net Portfolio Yield" means, for any Settlement Period, twelve
times the percentage equivalent of a fraction the numerator of which is equal
to (i) the Normalized Finance Charges for such Settlement Period minus (ii) the
Normalized Net Write-Offs during such Settlement Period, and the denominator of
which is equal to the Outstanding Balance of the Receivables on the first day
of such Settlement Period.

"New York Office" means with respect to the Trustee, at any
time, its principal office in the City of New York, the State of New York, at
which at such time its corporate trust business is administered; initially such
office is located at Four Albany Street, New York, New York 10006.

"1933 Act" has the meaning specified in Section 2.07 of this
Indenture.

"Normalized Collections" means, with respect to any Settlement
Period, the amount obtained by dividing (x) the aggregate Collections received
in such Settlement

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19

Period by (y) the number of Billing Cycles in such Settlement Period, and
multiplying the quotient by 36.

"Normalized Finance Charges" means, with respect to any
Settlement Period, the amount obtained by dividing (x) the aggregate
Collections received in such Settlement Period that are allocable to finance
charges by (y) the number of Billing Cycles that occurred in such Settlement
Period, and multiplying the quotient by 36.

"Normalized Net Write-Offs" means, with respect to any
Settlement Period, the amount obtained by dividing (x) an amount equal to (i)
the aggregate amount of Receivables written-off as uncollectible during such
Settlement Period minus (ii) the aggregate Recoveries received in such
Settlement Period by (y) the number of Billing Cycles that occurred in such
Settlement Period, and multiplying the quotient by 36.

"Note Interest Rate" means 7.55% per annum with respect to the
Class A Notes, and 11% per annum with respect to the Class B Notes, in each
case calculated on the basis of a 360 day year of twelve 30 day months.

"Note Owner" means, with respect to a Book-Entry Note, the
Person who is the owner of such Book-Entry Note, as reflected on the books of
the Clearing Agency, or on the books of a Person maintaining an account with
such Clearing Agency (directly or as an indirect participant, in accordance
with the rules of such Clearing Agency).

"Note Purchase Agreement" means the Note Purchase Agreement
dated September 1, 1994 among the Issuer, Broadway and Kidder, Peabody & Co.
Incorporated, as the same may be amended from time to time in accordance with
the terms thereof.

"Noteholder" or "Holder" means the Person in whose name a Note
is registered in the Note Register.

"Note Register" and "Note Registrar" have the respective
meanings specified in Section 2.07.

"Notes" has the meaning specified in the Preliminary Statement
of this Indenture.

"Obligor" means a Person obligated to make payments with
respect to a Receivable pursuant to a Charge Account Agreement.

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20

"Officer's Certificate" means a certificate signed by any one
Authorized Officer of the Issuer, under the circumstances described in, and
otherwise complying with, the applicable requirements of Section 12.01 hereof,
and delivered to the Trustee. Unless otherwise specified, any reference in
this Indenture to an Officer's Certificate shall be to an Officer's Certificate
of the Issuer.

"Opinion of Counsel" means one or more written opinions of
counsel who may, except as otherwise expressly provided in this Indenture, be
counsel for the Issuer and who shall be satisfactory to the Trustee, and which
opinion shall be addressed to the Trustee as Trustee, shall comply with any
applicable requirements of Section 12.01 hereof, and shall be in form and
substance satisfactory to the Trustee.

"Outstanding" means as of the date of determination, all such
Notes theretofore authenticated and delivered under the Indenture except:

(i) Notes theretofore canceled by the Note Registrar or
delivered to the Note Registrar for cancellation;

(ii) Notes or portions thereof for whose payment money in
the necessary amount has been theretofore deposited with the Trustee
in trust for the Holders of such Notes (provided, however, that if such
Notes are to be redeemed, notice of such redemption has been duly
given pursuant to this Indenture or provision therefor, satisfactory
to the Trustee, has been made); and

(iii) Notes in exchange for or in lieu of which other Notes
have been authenticated and delivered pursuant to this Indenture
unless proof satisfactory to the Trustee is presented that any such
Notes are held by a bona fide purchaser;

provided that in determining whether the Holders of the requisite Aggregate
Outstanding Amount of the Notes have given any request, demand, authorization,
direction, notice, consent or waiver hereunder, Notes owned by the Issuer, any
other Person with an ownership interest in the Collateral or any Affiliate of
any of the foregoing Persons shall be disregarded and deemed not to be
Outstanding, except that, in determining whether the Trustee shall be protected
in relying upon any such request, demand, author-

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21

ization, direction, notice, consent or waiver, only Notes for which a
Responsible Officer of the Trustee has received written notice that such Notes
are so owned shall be so disregarded. Notes so owned that have been pledged in
good faith may be regarded as Outstanding if the pledgee establishes to the
satisfaction of the Trustee the pledgee's right so to act with respect to such
Notes and that the pledgee is not the Issuer, any other Person with an
ownership interest in the Collateral or any Affiliate of any of the foregoing
Persons.

"Outstanding Balance" of a Receivable on any day means the
aggregate amount owed by the Obligor thereunder on such day.

"Overdue Note" has the meaning specified in Section 2.10(c).

"Payment Date" means October 15, 1994, and the fifteenth day
of each calendar month thereafter or, if such fifteenth day is not a Business
Day, the next succeeding Business Day.

"Payment Rate" means, for any Settlement Period, the
percentage equivalent of a fraction the numerator of which is equal to the
Normalized Collections for such Settlement Period and the denominator of which
is the aggregate Outstanding Balance of the Receivables on the first day of
such Settlement Period.

"Payment Rate Factor" means, for each day during a Calculation
Period, (i) if the average Payment Rate for the three Settlement Periods ending
with the related Settlement Period equals or exceeds 13%, 0% and (ii) if the
average Payment Rate for the three Settlement Periods ending with the related
Settlement Period is less than 13%, 1%.

"PBGC" means the Pension Benefit Guaranty Corporation
established pursuant to Section 4002 of ERISA, or any successor thereto.

"Permitted Liens" means (i) Liens incurred and pledges and
deposits made in the ordinary course of business in connection with workers'
compensation, unemployment insurance, old-age pensions and other social
security benefits other than in respect of employee benefit plans subject to
ERISA; (ii) Liens on property other than Receivables imposed by law, such as
carriers', warehousemen's,

-15-
22

mechanics', materialmen's and vendors' Liens, incurred in the ordinary course
of business and securing obligations which are not yet due or which are being
contested in good faith by appropriate proceedings for which adequate reserves
have been established but only so long as there is no material risk of loss,
sale or forfeiture of any of the property subject to such Lien; (iii) Liens on
property other than Receivables existing at the time such property is acquired;
(iv) purchase money Liens upon or in any property other than Receivables
acquired or held in the ordinary course of business to secure the purchase
price of such property or to secure Debt solely for the purpose of financing
the acquisition of such property; (v) Liens securing the payment of taxes, in
an aggregate amount not exceeding $50,000, either (a) not yet due or (b) being
contested in good faith by appropriate legal or administrative proceedings and
as to which adequate reserves shall have been established (in accordance with
U.S. GAAP), but only so long as such proceedings could not subject the Lender,
the Agent or the Collateral Agent to any civil or criminal penalty or liability
or involve any risk of the loss, sale or forfeiture of any of the property,
rights or interests covered by the Security Agreement and (vi) extensions,
renewals and replacements of Liens referred to in clauses (i) through (v)
above, provided that any such extension, renewal or replacement Lien is limited
to the property or assets covered by the Lien extended, renewed or replaced and
does not secure any obligation in addition to that secured immediately prior to
such extension, renewal or replacement.

"Person" means an individual, partnership, corporation
(including a business trust), joint stock company, trust, unincorporated
association, joint venture or other entity, or a government or any political
subdivision or agency thereof.

"Plan" means any multiemployer or single-employer plan as
defined in Section 4001 of ERISA, in either case which is subject to Section
412 of the Code and/or Title IV of ERISA, which is maintained or contributed to
by (or to which there is an obligation to contribute of), or at any time during
the five calendar years preceding the date hereof was maintained or contributed
to by (or to which there was an obligation to contribute of), the Issuer or an
ERISA Affiliate.

"Predecessor Note" means with respect to any particular Note,
every previous Note evidencing all or a

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23

portion of the same debt as that evidenced by such particular Note; and, for
the purpose of this definition, any Note authenticated and delivered under
Section 2.08 in lieu of a mutilated, lost, destroyed, or stolen Note shall be
deemed to evidence the same debt as the mutilated, lost, destroyed, or stolen
Note.

"Proceeding" means any suit in equity, action at law, or other
judicial or administrative proceeding.

"Purchase Agreement" means the Receivables Purchase Agreement
dated as of October 8, 1992 between Broadway and the Issuer, as the same may be
amended from time to time in accordance with the terms thereof.

"Rating Agencies" means Fitch or any successor thereto and S&P
or any successor thereto.

"Receivable" means, with respect to any Obligor, the
indebtedness of such Obligor under a Charge Account Agreement arising from a
sale of merchandise or services by Broadway, and includes the right to payment
of any interest, finance, returned check or late charges and other obligations
of such Obligor with respect thereto. Each Receivable includes, without
limitation, all obligations of the Obligor thereof under any Charge Account
Agreement. Each increase in the Outstanding Balance of any Receivable (other
than any such increase resulting from the accrual of interest or finance
charges or the assessment of late or other similar charges with respect to such
Receivable) shall constitute a separate Receivable.

"Recoveries" means any amounts received by the Issuer,
Broadway, the Servicer or any of their respective Affiliates or predecessors in
interest in respect of any Receivables previously written off as uncollectible,
whether or not any such Receivable has been reacquired by Broadway including
any sales tax rebates received in cash.

"Redemption Date" means the Payment Date specified by the
Issuer for any redemption of Notes pursuant to Section 11.01.

"Redemption Price" has the meaning specified in Section 11.01.

"Registered Holder" means the Person in whose name a Note is
registered on the Note Register on the

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24

applicable Regular Record Date or Special Record Date, as the case may be.

"Regular Record Date" means, with respect to a Payment Date,
the close of business on the last day of the calendar month preceding such
Payment Date.

"Reportable Event" means an event described in Section 4043(b)
of ERISA with respect to a Plan as to which the 30-day notice requirement has
not been waived by the PBGC.

"Responsible Officer," when used with respect to the Trustee,
means any officer within the Corporate Trust Office (or any successor group of
the Trustee) including any vice president, assistant vice president, assistant
secretary, assistant treasurer or any other officer of the Trustee customarily
performing functions similar to those performed by the persons who at the time
shall be such officers, respectively, or to whom any corporate trust matter is
referred because of his knowledge of and familiarity with the particular
subject.

"Restricted Payment" means (i) any dividend payment or other
distribution of assets, properties, cash, rights, obligations or securities on
account of any shares of any class of capital stock of the Issuer, or the
return of any capital to its shareholder as such, or the purchase, retirement,
defeasance, redemption or other acquisition for value or payment in respect of
any shares of any class of capital stock of the Issuer or any warrants, rights
or options to acquire any such shares, now or hereafter outstanding or (ii) any
order, payment or setting apart of any sum for any payment or prepayment of
principal of, premium, if any, or interest on, or any redemption, purchase,
retirement, defeasance, sinking fund or similar payment with respect to, the
Subordinated Broadway Notes.

"S&P" means Standard & Poor's Ratings Group.

"Secured Obligations" has the meaning specified in Section
2(a) of the Security Agreement.

"Security Agreement" means the Amended and Restated Assignment
and Security Agreement dated as of the Closing Date among the Issuer, the
Lender, the Trustee, the Agent, the Cash Collateral Bank, the LOC Agent, the
Liquidity Agent and the Collateral Agent, substantially in the form of Exhibit
A hereto.

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25

"Senior Blue Hawk Obligations" means each of the Secured
Obligations specified in clauses First, Second, Third, Fourth, Fifth, Eighth,
Ninth and Tenth of Section 15(b) of the Security Agreement.

"Servicer" means Broadway or any successor or replacement
servicer designated in accordance with the terms of the Purchase Agreement and
approved in writing by the Collateral Agent.

"Servicing Contract" shall mean any contract, agreement or
arrangement between the Issuer and Broadway, the Servicer or any other Person
relating to the servicing, processing and collection of the Receivables.

"Settlement Date" means the tenth calendar day following the
last day of a Settlement Period, or, if such day is not a Business Day, the
next succeeding Business Day.

"Settlement Period" means, with respect to any Settlement
Date, the preceding fiscal month of Broadway.

"Special Payment Date" has the meaning specified in Section
2.10 of this Indenture.

"Special Record Date" means, with respect to any Special
Payment Date, the date which is [15] days prior to such Special Payment Date.

"State" means any one of the 50 States of the United States of
America, or the District of Columbia.

"Stated Maturity Date" means October 15, 1999.

"Step-Up Interest Amount" has the meaning specified in Section
2.10(a) of this Indenture.

"Subordinated Broadway Notes" means, collectively, (i) the
subordinated promissory notes dated as of October 8, 1992 issued by the Issuer
to Broadway and (ii) any other subordinated promissory notes subsequently
issued by the Issuer to Broadway as permitted under the Blue Hawk Credit
Agreement, which notes in each case shall be in the form of Exhibit K thereto.

"Subsidiary" of any Person means any corporation of which more
than 50% of the issued and outstanding capital stock having ordinary voting
power to elect a majority

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26

of the Board of Directors of such corporation (irrespective whether at the time
capital stock of any other class or classes of such corporation shall or might
have voting power upon the occurrence of any contingency) is at the time
directly or indirectly owned or controlled by such Person, by such Person and
one or more of its other Subsidiaries or by one or more of such Person's other
Subsidiaries.

"Taxes" has the meaning specified in Section 2.12(a) of the
Blue Hawk Credit Agreement.

"Trustee" means Bankers Trust Company, a New York banking
corporation, until a successor Person shall have become the Trustee pursuant to
the applicable provisions of this Indenture, and thereafter "Trustee" shall
mean such successor Person.

"Unfunded Current Liability" of any Plan means the amount, if
any, by which the actuarial present value of the accumulated plan benefits
under the Plan as of the close of its most recent plan year, determined in
accordance with Statement of Financial Accounting Standards No. 35, based upon
the actuarial assumptions used by the Plan's actuary in the most recent annual
valuation of the Plan, exceeds the fair market value of the assets allocable
thereto, determined in accordance with Section 412 of the Code.

"Uniform Commercial Code" means the Uniform Commercial Code as
in effect in the relevant jurisdiction.

"U.S. GAAP" means generally accepted accounting principles in
the United States consistently applied.

"Vice President" means, with respect to the Trustee, any vice
president, whether or not designated by a number or word or words added before
or after the title "vice president."

"Yield Discount Factor" means for each day during a
Calculation Period, the amount, if any, by which (x) an amount equal to (i) the
weighted average interest rate per annum on the Notes and the Blue Hawk Note
for the related Settlement Period plus (ii) 2% minus (iii) twelve times the
percentage equivalent of a fraction the numerator of which is equal to the
aggregate amount of any payments received under the Interest Rate Cap during
such related Settlement Period and the denominator of which is equal to the
average

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27

outstanding principal amount of the Issuer's obligations under the Class A
Notes, the Class B Notes and the Blue Hawk Note for such related Settlement
Period exceeds (y) the Net Portfolio Yield for such related Settlement Period.

ARTICLE TWO

The Notes

SECTION 2.01. Forms Generally. The Notes and the Trustee's
certificate of authentication shall be in substantially the forms set forth in
this Article Two with such appropriate insertions, omissions, substitutions,
and other variations as are required or permitted by this Indenture and may
have such letters, numbers, or other marks of identification and such legends
or endorsements placed thereon as may be required to comply with the rules of
any securities exchange on which the Notes may be listed, or as may, consistent
herewith, be determined by the officers executing such Notes, as evidenced by
their execution of the Notes. Any portion of the text of any Note may be set
forth on the reverse thereof, with an appropriate reference thereto on the face
of the Note.

The Definitive Notes shall be printed, lithographed,
typewritten, engraved or produced by any combination of these methods (with or
without steel engraved borders), all as determined by the officers executing
such Notes, as evidenced by their execution of such Notes.

SECTION 2.02. Forms of Class A Notes and Certificate of
Authentication. (a) The form of the face of the Class A Notes shall be
substantially as follows:

THIS SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS
ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER
SECTION 5 OF THE UNITED STATES SECURITIES ACT OF 1933 (THE "SECURITIES
ACT"), AND THE SECURITY EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR
OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN
APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THE SECURITY
EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON
THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT
PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THE SECURITY
EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE ISSUER THAT (A) SUCH
SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (1)
INSIDE THE

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UNITED STATES TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A
QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A
OR IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF
COUNSEL IF THE ISSUER SO REQUESTS), (2) TO THE ISSUER, (3) PURSUANT TO
AN EFFECTIVE REGISTRATION STATEMENT OR (4) OUTSIDE THE UNITED STATES
TO A FOREIGN PERSON IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE
904 UNDER THE SECURITIES ACT, AND IN EACH CASE, IN ACCORDANCE WITH ANY
APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY
OTHER APPLICABLE JURISDICTION AND (B) THE HOLDER WILL, AND EACH
SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THE
SECURITY EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN (A)
ABOVE.

EACH HOLDER OF THIS NOTE, AS A RESULT OF PURCHASING SUCH NOTE,
AGREES THAT, PRIOR TO THE DATE WHICH IS ONE YEAR AND ONE DAY AFTER THE
PAYMENT IN FULL OF ALL OF BROADWAY RECEIVABLES, INC.'S OBLIGATIONS IN
RESPECT OF THE BLUE HAWK CREDIT FACILITY, THE 7.55% SUBORDINATED
CREDIT CARD NOTES, CLASS A, DUE 1999 AND THE 11% SUBORDINATED CREDIT
CARD NOTES, CLASS B, DUE 1999, SUCH HOLDER WILL NOT INSTITUTE AGAINST,
OR JOIN ANY OTHER PERSON IN INSTITUTING AGAINST, BROADWAY RECEIVABLES,
INC. ANY BANKRUPTCY, REORGANIZATION, ARRANGEMENT, INSOLVENCY OR
LIQUIDATION PROCEEDINGS OR OTHER SIMILAR PROCEEDING UNDER THE LAWS OF
THE UNITED STATES, OR ANY STATE OF THE UNITED STATES.

BROADWAY RECEIVABLES, INC.

7.55% SUBORDINATED CREDIT CARD NOTE,
CLASS A, DUE 1999

No. ______
$____________

CUSIP________

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29

thereafter or, if such fifteenth day is not a business day, the next succeeding
business day, until the principal hereof is paid or made available for payment
(each a "Payment Date"). Interest on this Note will accrue from the most
recent date to which interest has been paid or, if no interest has been paid,
from the date of issuance of this Note, at the rate of 7.55% per annum
(computed on the basis of a 360-day year of twelve 30-day months). In the
event that the Issuer fails to redeem this Note on or prior to October 8, 1996,
the interest rate on this Note will increase by 200 basis points to the rate of
9.55% per annum (the amount of such increase, the "Step-Up Interest Amount").
Step-Up Interest Amounts will accrue monthly and will be payable on a
subordinated basis as provided in the Security Agreement. Such principal of
and interest on this Note shall be paid in the manner specified on the reverse
hereof.

The principal of and interest on this Note are payable in such
coin or currency of the United States of America as at the time of payment is
legal tender for payment of public and private debts. All payments made by the
Issuer with respect to this Note shall be applied first to interest due and
payable on this Note as provided above and then to the unpaid principal of this
Note.

Reference is made to the further provisions of this Note set
forth on the reverse hereof, which shall have the same effect as though fully
set forth on the face of this Note.

Unless the certificate of authentication hereon has been
executed by an authorized officer of the Trustee, by manual signature, this
Note shall not be entitled to any benefit under the Indenture referred to on
the reverse hereof, or be valid or obligatory for any purpose.

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IN WITNESS WHEREOF, the Issuer has caused this instrument to
be signed, manually or in facsimile, by its duly authorized officer.

Dated: BROADWAY RECEIVABLES, INC.

By___________________________
Name:
Title:

(b) The form of the reverse of a Class A Note shall be
substantially as follows:

This Note is one of a duly authorized issue of Notes of the
Issuer, designated as its 7.55% Subordinated Credit Card Notes, Class A, Due
1999 (the "Class A Notes"), issued under an Indenture dated as of September 1,
1994 (the "Indenture") between the Issuer and Bankers Trust Company, as trustee
(the "Trustee", which term includes any successor Trustee under the Indenture),
to which Indenture and all indentures supplemental thereto reference is hereby
made for a statement of the respective rights thereunder of the Issuer, the
Trustee and the Holders of the Notes. All terms used in this Note that are
defined in the Indenture, as supplemented or amended, shall have the meanings
assigned to them in the Indenture, as so supplemented or amended.

The principal of this Note shall be payable on the Stated
Maturity Date hereof unless payable earlier because (x) an Event of Default
shall have occurred and be continuing, the Senior Blue Hawk Obligations shall
have been paid in full and the Trustee or the Holders of Notes representing not
less than 66-2/3% of the Aggregate Outstanding Amount of the Notes shall have
declared the Notes to be immediately due and payable in accordance with Section
7.02 of the Indenture, (y) the Issuer shall have called for the redemption of
the Notes pursuant to Section 11.01 of the Indenture or (z) the Notes shall
have become subject to mandatory redemption as provided in Section 11.04 of the
Indenture. All principal payments on the Class A Notes shall be made pro rata
to the Noteholders of such Class entitled thereto except as otherwise provided
in the Indenture.

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31

As provided in the Indenture, the Class A Notes are equally
and ratably secured by the Collateral pledged as security therefor. The Class
A Notes are subordinated in right of payment to certain obligations of the
Issuer under the Blue Hawk Credit Facility and certain other indebtedness of
the Issuer to the extent and in the manner provided in the Security Agreement.

Payments of interest on this Note due and payable on each
Payment Date shall be made by check mailed to the Person whose name appears as
the registered Holder of this Note (or one or more Predecessor Notes) on the
Note Register as of the close of business on the last day of the month
preceding the Payment Date (the "Regular Record Date"), except that with
respect to Notes registered on the Regular Record Date in the name of the
nominee of the Clearing Agency (initially, such nominee to be Cede & Co.),
payments will be made by wire transfer in immediately available funds to the
account designated by such nominee. Such checks shall be mailed to the Person
entitled thereto at the address of such Person as it appears on the Note
Register as of the applicable Regular Record Date without requiring that this
Note be submitted for notation of payment, and the mailing of such check shall
constitute payment of the amount thereof regardless of whether such check is
returned undelivered. Any reduction in the principal amount of this Note (or
any one or more Predecessor Notes) effected by any payments made on any Payment
Date shall be binding 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 noted hereon. If funds are expected to be
available, as provided in the Indenture, for payment in full of the then
remaining unpaid principal amount of this Note on a Payment Date, then the
Issuer will notify the Person who was the registered Holder hereof as of the
Regular Record Date preceding such Payment Date by notice mailed no later than
five days prior to such Payment Date and the amount then due and payable shall
be payable only upon presentation and surrender of this Note at the Trustee's
principal corporate trust office or at the office of the Trustee's agent
appointed for such purposes located in The City of New York.

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32

whole or in part, when and to the extent funds are available for such payment,
in accordance with the terms of the Indenture, to the Person in whose name this
Note (or one or more Predecessor Notes) is then registered.

As provided in the Indenture, the Notes may be redeemed, in
whole or in part, at the option of the Issuer on any Payment Date on or after
October 15, 1994 and on October 8, 1996, at a redemption price equal to the sum
of (i) 100% of the principal amount thereof, (ii) accrued and unpaid interest
thereon, and (iii) in the case of any redemption occurring prior to October 8,
1996, the Make-Whole Premium.

As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Note may be registered on
the Note Register of the Issuer, upon surrender of this Note for registration
of transfer at the office or agency designated by the Issuer pursuant to the
Indenture, duly endorsed by, or accompanied by a written instrument of transfer
in form satisfactory to the Trustee duly executed by, the Holder hereof or his
attorney duly authorized in writing, with such signature guaranteed by an
"eligible guarantor institution" meeting the requirements of the Trustee which
requirements include membership or participation in the Securities Transfer
Agent's Medallion Program ("Stamp") or such other "signature guarantee program"
as may be determined by the Trustee in addition to, or in substitution for,
Stamp, and such other documents as the Trustee may require, and thereupon one
or more new Notes of authorized denomination and in the same aggregate
principal amount will be issued to the designated transferee or transferees.
No service charge will be charged for any registration of transfer or exchange
of this Note, but the transferor may be required to pay a sum sufficient to
cover any tax or other governmental charge that may be imposed in connection
with any such registration of transfer or exchange.

Prior to the due presentment for registration of transfer of
this Note, the Issuer, the Trustee and any agent of the Issuer or the Trustee
may treat the Person in whose name this Note (as of the day of determination or
as of such other date as may be specified in the Indenture) is registered as
the owner hereof for all purposes, whether or not this Note be overdue, and
neither the Issuer, the Trustee, nor any such agent shall be affected by notice
to the contrary.

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33

The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Issuer and the rights of the Holders of the Notes under the
Indenture at any time by the Issuer with the consent of the Holders of Notes
representing a majority of the Aggregate Outstanding Amount of all Notes at the
time Outstanding. The Indenture also contains provisions permitting the
Holders of Notes representing 66-2/3% of the Aggregate Outstanding Amount of
the Notes, on behalf of the Holders of all the Notes, to waive compliance by
the Issuer with certain provisions of the Indenture and certain existing
defaults under the Indenture and their consequences. Any such consent or
waiver by the Holder of this Note (or any one or more Predecessor Notes) 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. The Indenture also permits the Trustee to amend
or waive certain terms and conditions set forth in the Indenture without the
consent of Holders of the Notes issued thereunder.

The term "Issuer" as used in this Note includes any successor
to the Issuer under the Indenture.

The Notes are issuable only in registered form in
denominations as provided in the Indenture, subject to certain limitations
therein set forth.

This Note and the Indenture shall be construed in accordance
with, and governed by, the substantive laws of the State of New York applicable
to agreements made and to be performed therein.

No reference herein to the Indenture and no provision of this
Note or of the Indenture shall alter or impair the obligation of the Issuer,
which is absolute and unconditional, to pay the principal of and interest on
this Note at the times, place, and rate, and in the coin or currency herein
prescribed.

This Note is a limited recourse obligation of the Issuer
payable solely out of the Collateral and the proceeds thereof. To the extent
that the Collateral allocable to the holders of the Notes under the Security
Agreement is for any reason insufficient to provide for the payment of amounts
owing to the holders of the Notes, no holder of this Note shall have any
recourse to the Issuer or to any

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34

other Person for the amount of such insufficiency nor shall any such holder
have a Claim against the Issuer for the amount of any such insufficiency.

This is one of the Notes designated above and referred to in
the within-mentioned Indenture.

BANKERS TRUST COMPANY,
as Trustee

By:_________________________
Authorized Signatory

(d) The form of assignment is as follows:

FOR VALUE RECEIVED,___________________________ hereby sells,
assigns, and transfers unto ___________________________________

Please insert Social Security or
other identifying number of
assignee:_______________

the within Note of Broadway Receivables, Inc. standing in the name(s) of the
undersigned in the Note Register of the Issuer and does hereby irrevocably
constitute and appoint _______________ Attorney to transfer such Note in such
Note Register, with full power of substitution in the premises.

Dated:_______________________ __________________________________
[Signature]

__________________________________
[Signature]

Notice: The signature(s) to this
assignment must correspond with the
name(s) as written upon the face of
this Note in every particular without
alteration or any change whatsoever.
The signa-

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35

ture(s) must be guaranteed by an
"eligible guarantor institution"
meeting the requirements of the Trustee
which requirements include membership
or participation in the Securities
Transfer Agent's Medallion Program
("Stamp") or such other "signature
guarantee program" as may be determined
by the Trustee in addition to, or in
substitution for, Stamp. Notarized or
witnessed signatures are not acceptable
as guaranteed signatures.

Signature Guarantee:

_________________________
Name of Institution

_________________________
Authorized Officer

(e) The terms of the Class A Note contained in this
Section are part of the terms of this Indenture.

SECTION 2.03. Forms of Class B Notes and Certificate of
Authentication. (a) The form of the face of the Class B Notes shall be
substantially as follows:

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36

TION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT
PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THE SECURITY
EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE ISSUER THAT (A) SUCH
SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (1)
INSIDE THE UNITED STATES TO A PERSON WHO THE SELLER REASONABLY
BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A
UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF
RULE 144A OR IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN
OPINION OF COUNSEL IF THE ISSUER SO REQUESTS), (2) TO THE ISSUER, (3)
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR (4) OUTSIDE THE
UNITED STATES TO A FOREIGN PERSON IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 904 UNDER THE SECURITIES ACT, AND IN EACH CASE,
IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE
UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND (B) THE HOLDER
WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER
FROM IT OF THE SECURITY EVIDENCED HEREBY OF THE RESALE RESTRICTIONS
SET FORTH IN (A) ABOVE.

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37

BROADWAY RECEIVABLES, INC.

11% SUBORDINATED CREDIT CARD NOTE,
CLASS B, DUE 1999

No. ______
$____________

CUSIP________

Broadway Receivables, Inc., a corporation duly organized and
existing under the laws of the State of Delaware (the "Issuer"), for value
received, hereby promises to pay to __________, or registered assigns, the
principal sum of _____________ DOLLARS on October 15, 1999 (the "Stated
Maturity Date"), and to pay interest on the outstanding principal amount of
this Note on October 15, 1994, and the fifteenth day of each calendar month
thereafter or, if such fifteenth day is not a business day, the next succeeding
business day, until the principal hereof is paid or made available for payment
(each a "Payment Date"). Interest on this Note will accrue from the most
recent date to which interest has been paid or, if no interest has been paid,
from the date of issuance of this Note, at the rate of 11% per annum (computed
on the basis of a 360-day year of twelve 30-day months). In the event that the
Issuer fails to redeem this Note on or prior to October 8, 1996, the interest
rate on this Note will increase by 200 basis points to the rate of 13% per
annum (the amount of such increase, the "Step-Up Interest Amount"). Step-Up
Interest Amounts will accrue monthly and will be payable on a subordinated
basis as provided in the Security Agreement. Such principal of and interest on
this Note shall be paid in the manner specified on the reverse hereof.

Reference is made to the further provisions of this Note set
forth on the reverse hereof, which shall have the same effect as though fully
set forth on the face of this Note.

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38

IN WITNESS WHEREOF, the Issuer has caused this instrument to
be signed, manually or in facsimile, by its duly authorized officer.

Dated: BROADWAY RECEIVABLES, INC.

By_________________________
Name:
Title:

(b) The form of the reverse of a Class B Note shall be
substantially as follows:

This Note is one of a duly authorized issue of Notes of the
Issuer, designated as its 11% Subordinated Credit Card Notes, Class B, Due 1999
(the "Class B Notes"), issued under an Indenture dated as of September 1, 1994
(the "Indenture") between the Issuer and Bankers Trust Company, as trustee (the
"Trustee", which term includes any successor Trustee under the Indenture), to
which Indenture and all indentures supplemental thereto reference is hereby
made for a statement of the respective rights thereunder of the Issuer, the
Trustee and the Holders of the Notes. All terms used in this Note that are
defined in the Indenture, as supplemented or amended, shall have the meanings
assigned to them in the Indenture, as so supplemented or amended.

The principal of this Note shall be payable on the Stated
Maturity Date hereof unless payable earlier either because (x) an Event of
Default shall have occurred and be continuing, the Senior Blue Hawk Obligations
shall have been paid in full and the Trustee or the Holders of Notes
representing not less than 66-2/3% of the Aggregate Outstanding Amount of the
Notes shall have declared the Notes to be immediately due and payable in
accordance with Section 7.02 of the Indenture, (y) the Issuer shall have called
for the redemption of the Notes pursuant to Section 11.01 of the Indenture or
(z) the Notes shall have become subject to mandatory redemption as provided in
Section

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39

11.04 of the Indenture. All principal payments on the Class B Notes shall be
made pro rata to the Noteholders of such Class entitled thereto except as
otherwise provided in the Indenture.

As provided in the Indenture, the Class B Notes are equally
and ratably secured by the Collateral pledged as security therefor. The Class
B Notes are subordinated in right of payment to certain obligations of the
Issuer under the Blue Hawk Credit Facility, the Class A Notes and certain other
indebtedness of the Issuer to the extent and in the manner provided in the
Security Agreement.

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40

Any portion of any payment of principal or interest which was
due but was not paid or duly provided for on a Payment Date shall forthwith
cease to be payable to the Person who was the registered Holder of this Note on
the applicable Regular Record Date and shall be paid in whole or in part, when
and to the extent funds are available for such payment in accordance with the
terms of the Indenture, to the Person in whose name this Note (or one or more
Predecessor Notes) is then registered.

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41

registered as the owner hereof for all purposes, whether or not this Note be
overdue, and neither the Issuer, the Trustee, nor any such agent shall be
affected by notice to the contrary.

The term "Issuer" as used in this Note includes any successor
to the Issuer under the Indenture.

The Notes are issuable only in registered form in
denominations as provided in the Indenture, subject to certain limitations
therein set forth.

This Note and the Indenture shall be construed in accordance
with, and governed by, the substantive laws of the State of New York applicable
to agreements made and to be performed therein.

This Note is a limited recourse obligation of the Issuer
payable solely out of the Collateral and the pro-

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42

ceeds thereof. To the extent that the Collateral allocable to the holders of
the Notes under the Security Agreement is for any reason insufficient to
provide for the payment of amounts owing to the holders of the Notes, no holder
of this Note shall have any recourse to the Issuer or to any other Person for
the amount of such insufficiency nor shall any such holder have a Claim against
the Issuer for the amount of any such insufficiency.

This is one of the Notes designated above and referred to in
the within-mentioned Indenture.

BANKERS TRUST COMPANY,
as Trustee

By:_________________________
Authorized Signatory

(d) The form of assignment is as follows:

FOR VALUE RECEIVED,___________________________ hereby sells,
assigns, and transfers unto ___________________________________

Please insert Social Security or
other identifying number of
assignee:_______________

Dated:_______________________ _____________________________
[Signature]

_____________________________
[Signature]

Notice: The signature(s) to this
assignment must correspond with the

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43

name(s) as written upon the face of
this Note in every particular without
alteration or any change whatsoever.
The signature(s) must be guaranteed by
an "eligible guarantor institution"
meeting the requirements of the Trustee
which requirements include membership or
participation in the Securities
Transfer Agent's Medallion Program
("Stamp") or such other "signature
guarantee program" as may be determined
by the Trustee in addition to, or in
substitution for, Stamp. Notarized or
witnessed signatures are not acceptable
as guaranteed signatures.

Signature Guarantee:

_________________________
Name of Institution

_________________________
Authorized Officer

(e) The terms of the Class B Note contained in this
Section are part of the terms of this Indenture.

SECTION 2.04. Denominations. The Notes shall be issuable
as registered Notes, without coupons, in the Minimum Denomination and integral
multiples of $1,000 in excess thereof; provided, however, that, subject to
Section 11.07 hereof, Notes subject to redemption in part shall be issuable in
such lesser denominations as shall result from any such redemption.

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44

SECTION 2.05. Execution, Authentication, and Delivery. The
Notes shall be executed on behalf of the Issuer by any one of its Authorized
Officers under the corporate seal of the Issuer, which may be in facsimile form
and be imprinted or otherwise reproduced thereon, and shall be attested by an
Authorized Officer of the Issuer. The signature of any of these officers on the
Notes may be manual or facsimile.

Notes bearing the manual or facsimile signature of individuals
who were at any time the proper officers of the Issuer shall bind the Issuer,
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Notes or did not hold
such offices at the date of such Notes.

At any time and from time to time after the execution and
delivery of this Indenture, the Issuer may deliver Notes executed by the Issuer
to the Trustee pursuant to an Issuer Order for authentication; and the Trustee
shall authenticate and deliver such Notes as in this Indenture provided and not
otherwise.

Each Note shall be dated as of the date of its authentication.

No Note shall be entitled to any benefit under this Indenture
or be valid or obligatory for any purpose, unless there appears on such Note a
certificate of authentication substantially in the form provided for herein
executed by the Trustee by the manual signature of one of its authorized
signatories, and such certificate upon any Note shall be conclusive evidence,
and the only evidence, that such Note has been duly authenticated and delivered
hereunder.

SECTION 2.06. Temporary Notes. Pending the preparation of
Definitive Notes, the Issuer may execute, and upon receipt of an Issuer Order
the Trustee shall authenticate and deliver, temporary Notes which are printed,
lithographed, typewritten, mimeographed, or otherwise produced, in any
denomination, substantially of the tenor of the Definitive Notes in lieu of
which they are issued and with such variations not inconsistent with terms of
this Indenture as the officers executing such Notes may determine, as evidenced
by their execution of such Notes.

If temporary Notes are issued, the Issuer will cause
Definitive Notes to be prepared without unreasonable

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45

delay. After the preparation of Definitive Notes, the temporary Notes shall be
exchangeable for Definitive Notes upon surrender of the temporary Notes at the
office or agency of the Issuer to be maintained as provided in Section 4.02
hereof, without charge to the Holder. Upon surrender for cancellation of any
one or more temporary Notes, the Issuer shall execute and the Trustee shall
authenticate and deliver in exchange therefor a like principal amount of
Definitive Notes of authorized denominations. Until so exchanged, the
temporary Notes shall in all respects be entitled to the same benefits under
this Indenture as Definitive Notes.

SECTION 2.07. Registration; Registration of Transfer and
Exchange. The Issuer shall cause to be kept a register (the "Note Register")
in which, subject to such reasonable regulations as it may prescribe, the
Issuer shall provide for the registration of Notes and the registration of
transfers of Notes. The Trustee is hereby initially appointed "Note Registrar"
for the purpose of registering Notes and transfers of Notes as herein provided.
Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a
successor or, in the absence of such appointment, assume the duties of Note
Registrar.

If a Person other than the Trustee is appointed by the Issuer
as Note Registrar, the Issuer will give the Trustee prompt written notice of
the appointment of a Note Registrar and of the location, and any change in the
location, of the Note Register, and the Trustee shall have the right to inspect
the Note Register at all reasonable times and to obtain copies thereof, and the
Trustee shall have the right to rely upon a certificate executed on behalf of
the Note Registrar by an officer thereof as to the names and addresses of the
Holders of the Notes and the principal amounts and number of such Notes.

No transfer of a Note may be made unless such transfer is made
pursuant to an effective registration statement under the Securities Act of
1933, as amended (the "1933 Act"), or is exempt from the registration
requirements under the 1933 Act and meets the requirements of, or is exempt
from, any applicable state securities laws. In the event that a transfer is to
be made in reliance upon an exemption from the 1933 Act (other than the
exemption contained in Rule 144A thereunder), the Issuer and the Note Registrar
may require, in order to assure compliance with the 1933 Act, (i) that the
Noteholder desiring to effect

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46

such transfer and the Noteholder's prospective transferee each verify to the
Issuer and the Note Registrar in writing the facts surrounding such transfer,
and/or (ii) an opinion of counsel satisfactory to each of them that such
transfer may be made pursuant to an exemption from the 1933 Act, which opinion
of counsel may in the case of the initial Holder be an opinion of internal
counsel of such Holder and in any event shall not be an expense of the Issuer.
In the event that registration of transfer of a Note is to be made in reliance
upon the exemption from registration under the 1933 Act contained in rule 144A
under the 1933 Act, the Note Registrar shall register such transfer upon the
receipt by the Note Registrar and the Issuer of a certificate in the form of
Exhibit C-1, Exhibit C-2 or Exhibit C-3 hereto. The Note Registrar shall not
register any transfer if in the written opinion of counsel to the Issuer (which
opinion of counsel shall be delivered to any Noteholder upon request therefor),
the transfer would violate the 1933 Act. Neither the Issuer, the Trustee nor
the Note Registrar shall be obligated to register the certificates under the
1933 Act or any other securities law.

Subject to the preceding paragraph, upon surrender for
registration of transfer of any Note at the office or agency of the Issuer to
be maintained as provided in Section 4.02 hereof, the Issuer shall execute, and
the Trustee shall authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Notes in any authorized
denominations, of a like Class and aggregate principal amount.

At the option of the Holder, Notes may be exchanged for other
Notes in any authorized denominations, of a like Class and aggregate principal
amount, upon surrender of the Notes to be exchanged at such office or agency.
Whenever any Notes are so surrendered for exchange, the Issuer shall execute,
and the Trustee shall authenticate and deliver, the Notes which the Noteholder
making the exchange is entitled to receive. The Trustee and any Note Registrar
shall not be required to exchange or register a transfer of (a) any Note
selected, called or being called for redemption in whole or in part or (b) any
Note during the 15-day period next preceding the selection of Notes to be
redeemed and thereafter until the date of the mailing of a notice of redemption
of Notes selected for redemption.

All Notes issued upon any registration of transfer or exchange
of Notes shall be the valid obligations of the Issuer, evidencing the same
debt, and entitled to the

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same benefits under this Indenture, as the Notes of such Class surrendered upon
such registration of transfer or exchange.

Every Note presented or surrendered for registration of
transfer or exchange shall (if so required by the Issuer or the Trustee) be
duly endorsed by, or be accompanied by a written instrument of transfer in form
satisfactory to the Trustee duly executed by, the Holder thereof or such
Holder's attorney duly authorized in writing, with such signature guaranteed by
a bank or trust company located, or having a correspondent located, in the City
of New York or the city in which the Corporate Trust Office is located, or by a
member firm of an "eligible guarantor institution" meeting the requirements of
the Trustee which requirements include membership or participation in the
Securities Transfer Agent's Medallion Program ("Stamp") or such other
"signature guarantee program" as may be determined by the Trustee in addition
to, or in substitution for, Stamp, and such other documents as the Trustee may
require.

No service charge shall be made to a Holder for any
registration of transfer or exchange of Notes, but the Issuer may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any registration of transfer or exchange of
Notes, other than exchanges pursuant to Section 2.06 or 10.05 hereof not
involving any transfer.

SECTION 2.08. Mutilated, Destroyed, Lost, or Stolen Notes.
If (i) any mutilated Note is surrendered to the Trustee, or the Trustee
receives evidence to its satisfaction of the destruction, loss or theft of any
Note, and (ii) there is delivered to the Trustee such security or indemnity as
may be required by it to hold the Issuer and the Trustee harmless, then, in the
absence of notice to the Issuer, the Trustee or the Note Registrar that such
Note has been acquired by a bona fide purchaser, the Issuer shall execute and
upon its request the Trustee shall authenticate and deliver, in exchange for or
in lieu of any such mutilated, destroyed, lost or stolen Note, a new Note of
like Class, tenor and principal amount, bearing a number not contemporaneously
outstanding; provided, however, that if any such destroyed, lost or stolen
Note, but not a mutilated Note, shall have become or within seven days shall be
due and payable, or shall have been selected or called for redemption, instead
of issuing a new Note, the Issuer may pay such destroyed, lost or stolen Note
when so due or pay-

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able or upon the Redemption Date without surrender thereof. If, after the
delivery of such new Note or payment of a destroyed, lost or stolen Note
pursuant to the proviso to the preceding sentence, a bona fide purchaser of the
original Note in lieu of which such new Note was issued (or with respect to
which such payment was made) presents for payment such original Note, the
Issuer and the Trustee shall be entitled to recover such new Note (or such
payment) from the Person to whom it was delivered or any Person taking such new
Note from such Person to whom such new Note was delivered or any assignee of
such Person, except a bona fide purchaser, and shall be entitled to recover
upon the security or indemnity provided therefor to the extent of any loss,
damage, cost or expense incurred by the Issuer or the Trustee in connection
therewith.

Upon the issuance of any new Note under this Section 2.08, the
Issuer may require the payment by the Holder of such Note of a sum sufficient
to cover any tax or other governmental charge that may be imposed in relation
thereto and any other reasonable expenses (including the fees and expenses of
the Trustee) connected therewith.

Every new Note issued pursuant to this Section 2.08 in
replacement of any mutilated, destroyed, lost or stolen Note shall constitute
an original additional contractual obligation of the Issuer, whether or not the
mutilated, destroyed, lost or stolen Note shall be at any time enforceable by
anyone, and shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Notes of such Class duly issued
hereunder.

The provisions of this Section 2.08 are exclusive and shall
preclude (to the extent lawful) all other rights and remedies with respect to
the replacement or payment of mutilated, destroyed, lost or stolen Notes.

SECTION 2.09. Persons Deemed Owner. Prior to due
presentment for registration of transfer of any Note, the Issuer, the Trustee
and any agent of the Issuer or the Trustee may treat the Person in whose name
any Note is registered (as of the day of determination) as the owner of such
Note for the purpose of receiving payments of principal of and interest, if
any, on such Note and for all other purposes whatsoever, whether or not such
Note be overdue, and neither the Issuer, the Trustee nor any agent of the
Issuer or the Trustee shall be affected by notice to the contrary.

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SECTION 2.10. Payment of Principal and Interest; Interest
on Overdue Principal; Principal and Interest Rights Preserved. (a) The Notes
shall accrue interest as provided in the forms of the Notes set forth in
Sections 2.02 and 2.03 hereof at the Note Interest Rates specified therein, and
such interest shall be payable on each Payment Date as specified therein. In
the event that the Issuer fails to redeem the Notes in full on or prior to
October 8, 1996, the interest rate on the outstanding Class A Notes shall
increase by 200 basis points to 9.55% per annum and the interest rate on the
outstanding Class B Notes shall increase by 200 basis points to 13% per annum
(the amount of such increase in respect of any Note, the "Step-Up Interest
Amount"). Step-Up Interest Amounts shall accrue on the Notes monthly but shall
be payable on a subordinated basis solely in accordance with the priorities
established in Section 15(b) of the Security Agreement. Any installment of
interest payable on any Note which is punctually paid or duly provided for by
the Issuer on the applicable Payment Date shall be paid to the Person in whose
name such Note (or one or more Predecessor Notes) is registered on the Regular
Record Date for such Payment Date, by check mailed first-class, postage prepaid
to such Person's address as it appears on the Note Register on such Regular
Record Date, except that with respect to Notes registered on the Regular Record
Date in the name of the nominee of the Clearing Agency (initially, such nominee
to be Cede & Co.), payments will be made by wire transfer in immediately
available funds to the account designated by such nominee. Any payment of
principal payable with respect to a Note on the Stated Maturity Date (or the
Redemption Price for any Note called for redemption) which shall be payable as
provided below. The funds represented by any such checks returned undelivered
shall be held in accordance with Section 4.03 hereof. Any instalment of
interest or principal not punctually paid or duly provided for shall be payable
in the manner and to the Persons specified in Section 2.10(c) hereof.

(b) The principal of each Note shall be payable on the
Stated Maturity Date thereof unless payable earlier because (x) an Event of
Default shall have occurred and be continuing, the Senior Blue Hawk Obligations
shall have been paid in full and the Trustee or the Holders of Notes
representing not less than 66-2/3% of the Aggregate Outstanding Amount of the
Notes have declared the Notes to be immediately due and payable in accordance
with Section 7.02 hereof, (y) an Early Amortization Event shall have occurred
and the Notes shall have become subject to manda-

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tory redemption as provided in Section 11.04 hereof, or (z) the Issuer shall
have called for the optional redemption of the Notes pursuant to Section 11.01.
The Trustee shall notify the Person in whose name a Note is registered at the
close of business on the Regular Record Date preceding the Payment Date on
which the Issuer expects that the final installment of principal of and
interest on such Note will be paid. Such notice shall be mailed no later than
five days prior to such final Payment Date and shall specify that such final
installment will be payable only upon presentation and surrender of such Note
and shall specify the place where such Note may be presented and surrendered
for payment of such installment. Notices in connection with redemptions of
Notes shall be mailed to Noteholders as provided in Section 11.02 hereof.

(c) If the entire amount due and payable with respect to
principal of any Note or the entire amount of an installment of principal of
any Note due on any Payment Date shall not have been punctually paid or duly
provided for when and as due and payable (any Note on which such an amount due
and payable has not been punctually paid or duly provided for being hereinafter
referred to as an "Overdue Note"), then the Holder of such Overdue Note shall
be entitled to payment of principal and interest as provided in Section 15(b)
of the Security Agreement and interest on the principal amount not so
punctually paid or duly provided for shall accrue from the date such amount was
due to but not including the date paid, at the Note Interest Rate for such Note
until October 8, 1996 and thereafter at a rate equal to the Note Interest Rate
for such Note plus the Step-Up Interest Amount in respect of such Note. All
such payment of principal and interest in respect of any Overdue Note shall be
made by the Trustee on such dates (each, a "Special Payment Date") and in such
amounts as funds are made available to it pursuant to the Security Agreement.

Any reduction of the principal amount of any Note (or one or
more Predecessor Notes) effected by any payments made on a Special Payment Date
shall be binding upon all future Holders of such Note and of any Note issued
upon the registration of transfer thereof or in exchange therefor or in lieu
thereof, whether or not such payment is noted on such Note. Payments of
interest on overdue payments and of overdue interest shall be made to the
Person entitled thereto as provided below by check mailed first-class, postage
prepaid, to such Person's address as it appears in the Note Register, except
that with respect to Notes registered on the Special Record Date in the name of
the nominee

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of the Clearing Agency (initially, such nominee to be Cede & Co.), payments
will be made by wire transfer in immediately available funds to the account
designated by such nominee. Any such checks returned undelivered shall be held
in accordance with Section 4.03 hereof. Upon the giving of the notice,
described below, that the entire amount remaining due on an Overdue Note will
be paid on such Special Payment Date, such amount shall be payable only upon
presentation and surrender of such Overdue Note to the Trustee at its Corporate
Trust Office or the office or agency of the Issuer maintained for that purpose.
Amounts payable with respect to any Overdue Note as provided above on any
Special Payment Date shall be payable to the Person in whose name that Note (or
one or more Predecessor Notes) is registered at the close of business on the
applicable Special Record Date. The Trustee shall mail or cause to be mailed
notice of the Special Payment Date, first-class, postage prepaid, to each
Holder as of the Special Record Date at such Holder's address as it appears in
the Note Register, not less than 10 days prior to such Special Payment Date.
With respect to Overdue Notes on which the entire amount remaining due is to be
paid on such Special Payment Date, such notice shall state that the entire
remaining amount will be paid on such Special Payment Date, and shall specify
that such amount will be payable only upon presentation and surrender of the
Notes as provided above.

(d) Subject to the foregoing provisions of this Section,
each Note delivered under this Indenture upon registration or transfer of or in
exchange for or in lieu of any other Note shall carry the rights to unpaid
principal and interest, if any, that were carried by such other Note.

SECTION 2.11. Cancellation. All Notes surrendered for
payment, registration of transfer, exchange or redemption shall, if surrendered
to any Person other than the Trustee, be delivered to the Trustee and shall be
promptly cancelled by it. The Issuer may at any time deliver to the Trustee
for cancellation any Notes previously authenticated and delivered hereunder
which the Issuer may have acquired in any manner whatsoever, and all Notes so
delivered shall be promptly cancelled by the Trustee. No Notes shall be
authenticated in lieu of or in exchange for any Notes cancelled as provided in
this Section, except as expressly permitted by this Indenture. All cancelled
Notes may be held or disposed of by the Trustee in accordance with its standard
retention or disposal policy as in effect

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at the time unless the Issuer shall direct by an Issuer Order that they be
destroyed or returned to it.

SECTION 2.12. Authentication and Delivery of Notes. The
aggregate principal amount of Class A Notes that may be authenticated and
delivered under this Indenture is limited to $38,000,000 and the aggregate
principal amount of Class B Notes that may be authenticated and delivered under
this Indenture is limited to $26,000,000 except in each case for Notes
authenticated and delivered upon registration and transfer of, or in exchange
for, or in lieu of, other Notes pursuant to Sections 2.06, 2.07, 2.08 or 2.15.
Notes may be executed by the Issuer and delivered to the Trustee for
authentication and thereupon the same shall be authenticated and delivered by
the Trustee upon Issuer Request and upon delivery by the Issuer to the Trustee,
and receipt by the Trustee, of the following; provided, however, that
compliance with such conditions and delivery of such documents shall only be
required in connection with the original issuance of the Notes:

(1) Corporate Action. An Issuer Order authorizing the
execution, authentication and delivery of the Notes and specifying the
principal amount of Notes to be authenticated.

(2) Authorizations. Either (i) a certificate or other
official document evidencing the due authorization, approval or
consent of any governmental body or bodies at the time having
jurisdiction in the premises, together with an Opinion of Counsel that
the Trustee is entitled to rely thereon and that the authorization,
approval, or consent of no other governmental body is required for the
valid issuance and delivery of such Notes, or (ii) an Opinion of
Counsel that no such authorization, approval, or consent of any
governmental body is required.

(3) Certificates of the Issuer. (a) An Officer's
Certificate of the Issuer, dated as of the Closing Date, to the effect
that the Issuer is not in Default under this Indenture and that the
issuance of the Notes applied for will not result in any Default or
any Early Amortization Event or in any breach of any of the terms,
conditions or provisions of or constitute a default under this
Indenture or any indenture, mortgage, deed of trust or other agreement
or instrument to which the Issuer is a party or by which it or its
property is bound or any order of any court

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or administrative agency entered in any Proceeding to which the Issuer
is a party or by which it or its property may be bound or to which it
or its property may be subject; and that all conditions precedent
provided in this Indenture relating to the authentication and delivery
of the Notes applied for have been complied with.

(b) An Officer's Certificate from the Issuer, dated as of
the Closing Date, stating that all Uniform Commercial Code financing
statements with respect to the Collateral which are required to be
filed by the terms of the Security Agreement will be filed as
required.

(4) Opinion of Counsel. An Opinion of Counsel, portions
of which may be delivered by counsel to the Issuer and portions of
which may be delivered by counsel to the Servicer, dated the Closing
Date, to the collective effect that:

(a) all the documents required to be delivered hereunder
for the Trustee to authenticate and deliver the Notes have been
delivered, and all conditions precedent provided for in this Indenture
relating to the authentication and delivery of the Notes have been
complied with;

(b) the Issuer has been duly organized and is validly
existing as a corporation in good standing under the laws of the State
of Delaware with full power and authority to enter into this
Indenture;

(d) the Notes have been duly authorized and, when
executed and authenticated in accordance with the provisions of the
Indenture and delivered, will constitute valid and binding obligations
of the Issuer entitled to the benefits of the Indenture;

(e) this Indenture is a valid and binding agreement of
the Issuer, enforceable in accordance with its terms except as such
enforceability may be subject to bankruptcy, insolvency,
reorganization and other similar laws affecting the rights of
creditors generally and general principles of equity (regardless of
whe-

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ther such enforceability is considered in a proceeding in equity or
at law); and

(f) such other matters as the Trustee may reasonably
require.

SECTION 2.13. Book-Entry Notes. The Notes, upon original
issuance, will be issued in the form of (i) a single typewritten Note
representing the Book-Entry Notes of Class A (the "Class A Global Note") , and
(ii) a single typewritten Note representing the Book-Entry Notes of Class B
(the "Class B Global Note" and, together with the Class A Global Note, the
"Global Notes"), to be delivered to The Depository Trust Company, the initial
Clearing Agency, by, or on behalf of, the Issuer. The Global Notes shall
initially be registered on the Note Register in the name of Cede & Co., the
nominee of the initial Clearing Agency, and no Note Owner will receive a
definitive Note representing such Note Owner's interest in the Note, except as
provided in Section 2.15. Unless and until definitive, fully registered Notes
(the "Definitive Notes") have been issued to Note Owners pursuant to Section
2.15:

(i) the provisions of this Section 2.13 shall be in full
force and effect;

(ii) the Issuer, the Note Registrar and the Trustee may
deal with the Clearing Agency for all purposes (including the payment
of principal of and interest on the Notes) as the authorized
representative of the Note Owners;

(iii) to the extent that the provisions of this Section
2.13 conflict with any other provisions of this Agreement, the
provisions of this Section 2.13 shall control;

(iv) the rights of Note Owners shall be exercised only
through the Clearing Agency and shall be limited to those established
by law and agreements between such Note Owners and the Clearing Agency
and/or the Clearing Agency Participants. Pursuant to the DTC
Agreement, unless and until Definitive Notes are issued pursuant to
Section 2.15, the initial Clearing Agency will make book-entry
transfers among the Clearing Agency Participants and receive and
transmit payments of principal of and interest on the Notes to such
Clearing Agency Participants; and

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(v) whenever this Indenture requires or permits actions
to be taken based upon instructions or directions of Holders of Notes
evidencing a specified percentage of the Aggregate Outstanding Amount
of the Notes, the Clearing Agency shall be deemed to represent such
percentage only to the extent that it has received instructions to
such effect from Note Owners and/or Clearing Agency Participants
owning or representing, respectively, such required percentage of the
beneficial interest in the Notes and has delivered such instructions
to the Trustee.

SECTION 2.14. Notices to Clearing Agency. Whenever a
notice or other communication to the Noteholders is required under this
Indenture, unless and until Definitive Notes shall have been issued to Note
Owners pursuant to Section 2.15, the Trustee shall give all such notices and
communications specified herein to be given to Holders of the Notes to the
Clearing Agency.

SECTION 2.15. Definitive Notes. If (i)(A) the Issuer
advises the Trustee in writing that the Clearing Agency is no longer willing or
able to properly discharge its responsibilities under the DTC Agreement, and
(B) the Issuer is unable to locate a qualified successor within 90 days, or
(ii) the Issuer at its option advises the Trustee in writing that it elects to
terminate the book-entry system through the Clearing Agency, then the Trustee
shall notify all Note Owners, through the Clearing Agency, of the occurrence of
any such event and of the availability of Definitive Notes to Note Owners
requesting the same. Upon surrender to the Trustee of the Global Notes
representing the Book-Entry Notes by the Clearing Agency, accompanied by
registration instructions, the Trustee shall issue the Definitive Notes in
accordance with the instructions of the Clearing Agency. None of the Issuer,
the Note Registrar or the Trustee shall be liable for any delay in delivery of
such instructions and may conclusively rely on, and shall be protected in
relying on, such instructions. Upon the issuance of Definitive Notes, the
Trustee shall recognize the Holders of the Definitive Notes as Noteholders
hereunder. The Issuer shall have no liability hereunder if it is unable to
locate a qualified successor Clearing Agency.

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ARTICLE THREE

Representations and Warranties

In order to induce the Trustee to enter into this Indenture,
the Issuer makes the following representations, warranties and agreements as of
the Closing Date, which shall survive the execution and delivery of this
Indenture.

SECTION 3.01. Corporate Status and Power. The Issuer (i)
is a corporation duly organized, validly existing and in good standing under
the laws of the State of Delaware and is duly qualified as a foreign
corporation and is in good standing in each jurisdiction in which the failure
to so qualify would have a material adverse effect on the condition (financial
or otherwise), business, operations or properties of the Issuer; (ii) is a
wholly-owned Subsidiary of Broadway; (iii) has the requisite corporate power
and authority to effect the transactions contemplated hereby and (iv) has all
requisite corporate power and authority and the legal right to own, pledge,
mortgage and operate its properties, and to conduct its business as now or
currently proposed to be conducted.

SECTION 3.02. No Violation. The execution, delivery and
performance by the Issuer of this Indenture and the other Basic Documents (i)
are within the corporate powers of the Issuer, have been duly authorized by all
necessary corporate action, including the consent of shareholders where
required, and does not (A) contravene the charter or by-laws of the Issuer, (B)
violate any law (including, without limitation, the Securities Exchange Act of
1934, ERISA, environmental and labor laws) or regulation (including, without
limitation, Regulations G, T, U, or X of the Board of Governors of the Federal
Reserve System) or any order or decree of any court or governmental
instrumentality, (C) conflict with or result in the breach of, or constitute a
default under, any indenture, mortgage or deed of trust or any material lease,
agreement or other instrument binding on or affecting the Issuer or any of its
properties or, to the Issuer's knowledge after due inquiry, Broadway or any of
its properties, or (D) result in or require the creation or imposition of any
lien, charge, security interest, encumbrance or any other type of preferential
arrangement (any of the foregoing being referred to herein as a "Lien") upon
any of the property of the Issuer or, to the Issuer's knowledge after due
inquiry, Broadway, other than the Liens created by the Security Agreement and
the Purchase Agreement; and (ii) does not require the

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consent, authorization by or approval of or notice to or filing or registration
with any governmental body, agency, authority, regulatory body or any other
Person other than those which have been obtained or made, each of which is in
full force and effect. This Indenture has been duly executed and delivered by
the Issuer. This Indenture and the other Basic Documents are and will be, the
legal, valid and binding obligation of the Issuer enforceable against the
Issuer in accordance with its terms except as the enforceability thereof may be
limited by applicable bankruptcy, reorganization, insolvency, moratorium or
other laws affecting creditors rights generally, and by general principles of
equity (regardless of whether enforcement is sought in a proceeding in equity
or at law).

SECTION 3.03. Single-Purpose Corporation. The Issuer is
engaged in only the business of purchasing Eligible Receivables from Broadway
pursuant to the Purchase Agreement, administering, servicing and collecting
such Receivables, entering into the Facility Documents, the Basic Documents and
any transactions contemplated thereby and reasonably related transactions.

SECTION 3.04. No Conflicts; No Defaults. The Issuer (i) is
not a party to any indenture, loan or credit agreement or any lease or other
agreement or instrument or subject to any charter or corporate restriction that
could have, and no provision of applicable law or governmental regulation could
have, a material adverse effect on the condition (financial or otherwise),
business, operations or properties of the Issuer, or could have such an effect
on the ability of the Issuer to carry out its obligations under this Indenture
and the other Basic Documents and (ii) is not in default under or with respect
to any contract, agreement, lease or other instrument to which the Issuer is a
party and which is material to the Issuer's condition (financial or otherwise),
business, operations or properties, and the Issuer has not delivered or
received any notice of default thereunder.

SECTION 3.05. No Litigation. There is no pending or, to
the Issuer's knowledge after due inquiry, threatened action, suit or proceeding
affecting the Issuer or Broadway before any court, governmental agency or
arbitrator, that could materially and adversely affect the condition (financial
or otherwise), business, operations or properties of the Issuer or Broadway or
that purports to affect the legality, validity or enforceability of this
Indenture or the other Basic Documents and none of the

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transactions contemplated by this Indenture or the other Basic Documents is, or
to the Issuer's knowledge after due inquiry is threatened to be, restrained or
enjoined (temporarily, preliminarily or permanently).

SECTION 3.06. Investment Company Act. The Issuer is not an
"investment company" or an "affiliated person" of, or "promoter" or "principal
underwriter" for, an "investment company," as such terms are defined in the
Investment Company Act of 1940, as amended.

SECTION 3.07. ERISA. Each Plan is in substantial
compliance with ERISA and the Code; no Reportable Event has occurred with
respect to a Plan; no Plan is insolvent or in reorganization; no Plan which is
a single-employer plan (as defined in Section 4001(a)(13) of ERISA) has an
Unfunded Current Liability which has or could reasonably be expected to give
rise to a lien; no Plan has an accumulated or waived funding deficiency or has
applied for an extension of any amortization period within the meaning of
Section 412 of the Code; neither the Issuer nor any ERISA Affiliate has
incurred any material liability to or on account of a Plan pursuant to Section
409, 502(i), 502(l), 515, 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA or
Section 4971 of the Code or expects to incur any material liability under any
of the foregoing Sections with respect to any Plan; the Issuer has not incurred
any material liability to or on account of a Plan pursuant to Section 4975 of
the Code and does not expect to incur any material liability thereunder with
respect to any Plan; no proceedings have been instituted to terminate any Plan;
no condition exists which presents a material risk to the Issuer or any ERISA
Affiliate of incurring a material liability to or on account of a Plan pursuant
to the foregoing provisions of ERISA and the Code; no lien imposed under the
Code or ERISA on the assets of the Issuer or any ERISA Affiliate exists or is
likely to arise on account of any Plan; the aggregate liabilities of the Issuer
and its ERISA Affiliates to all Plans which are multiemployer plans (as defined
in Section 4001(a)(3) of ERISA) in the event of a complete withdrawal
therefrom, as of the close of the most recent fiscal year of each such Plan
ended prior to the date hereof, would not exceed $1,000,000; and the Issuer
does not maintain or contribute to any employee welfare benefit plan (as
defined in Section 3(1) of ERISA) which provides benefits to retired employees
(other than as required by Section 601 of ERISA) or any employee pension
benefit plan (as defined in Section 3(2) of ERISA) the obligations with respect
to which could reasonably be ex-

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pected to have a material adverse effect on the ability of the Issuer to
perform its obligations under this Indenture.

SECTION 3.08. Subsidiaries. The Issuer has no Subsidiaries.

SECTION 3.09. No Violation. The Issuer is in compliance in
all material respects with (i) all applicable consumer credit, retail
installment sale, truth-in-lending, credit reporting and other similar laws,
rules and regulations with respect to it, its business and properties, the
Receivables and Collections with respect thereto, the Charge Account Agreements
and the accounts under which the Receivables arise and (ii) all other
applicable laws, rules and regulations with respect to it, its business and
properties, the Receivables and Collections with respect thereto, the Charge
Account Agreements and the accounts under which the Receivables arise, except,
in the case of this clause (ii), to the extent that such noncompliance does not
have a material adverse effect on its condition (financial or otherwise),
business, operations or properties, the Receivables and Collections with
respect thereto, the Charge Account Agreements and the accounts under which the
Receivables arise.

ARTICLE FOUR

Affirmative Covenants

The Issuer covenants and agrees that until the Issuer's
obligations under the Notes and this Indenture are satisfied in full:

SECTION 4.01. Payment of Principal and Interest. The Issuer
will duly and punctually pay the principal of and interest, if any, on the
Notes in accordance with the terms of the Notes and this Indenture. Amounts
properly withheld under the Code by any Person from a payment to any Noteholder
of interest and/or principal shall be considered as having been paid by the
Issuer to such Noteholder for all purposes of this Indenture.

SECTION 4.02. Maintenance of Office or Agency. The Issuer
will maintain in the Borough of Manhattan, the City of New York, the State of
New York, an office or agency where Notes may be surrendered for registration
of transfer or exchange, and where notices and demands to or upon the Issuer in
respect of the Notes and this Indenture

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may be served. The Issuer will give prompt written notice to the Trustee of
the location, and of any change in the location, of any such office or agency.
If at any time the Issuer shall fail to maintain any such office or agency or
shall fail to furnish the Trustee with the address thereof, such surrenders,
notices, and demands may be made or served at the Trustee's New York Office,
and the Issuer hereby appoints the Trustee at its New York Office its agent to
receive all such surrenders, notices, and demands.

SECTION 4.03. Money for Note Payments To Be Held in Trust.
On or before 2:30 p.m. (New York City time) on the Business Day preceding each
Payment Date, Redemption Date and Special Payment Date, the Issuer shall
deposit or cause to be deposited with the Trustee an aggregate sum sufficient
to pay the amounts then becoming due, such sum to be held in trust for the
benefit of the Persons entitled thereto.

Subject to applicable laws with respect to escheat of funds,
any money held by the Trustee in trust for the payment of any amount due with
respect to any Note and remaining unclaimed for six years after such amount has
become due and payable shall be discharged from such trust and be paid to the
Issuer on Issuer Request; and the Holder of such Notes shall thereafter, as an
unsecured general creditor, look only to the Issuer for payment thereof but
only to the extent of the amounts so paid to the Issuer, and all liability of
the Trustee with respect to such trust money shall thereupon cease; provided,
however, that the Trustee, before being required to make any such repayment,
may at the expense of the Issuer cause to be published once, in a newspaper
published in the English language, customarily published on each Business Day
and of general circulation in the City of New York, notice that such money
remains unclaimed and that, after a date specified therein, which shall not be
less than 30 days from the date of such publication, any unclaimed balance of
such money then remaining will be repaid to the Issuer. The Trustee may also
adopt and employ, at the expense of the Issuer, any other reasonable means of
notification of such repayment (including, but not limited to, mailing notice
of such repayment to Holders whose Notes have been called but have not been
surrendered for redemption or whose right to or interest in moneys due and
payable but not claimed is determinable from the records of the Trustee, at the
last address of record for each such Holder).

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SECTION 4.04. Preservation of Corporate Existence. The
Issuer will preserve and maintain in all material respects its corporate
existence, corporate rights (charter and statutory), and corporate franchises,
separate and apart from any Affiliate of the Issuer, and will obtain and
preserve its qualification to do business in each jurisdiction in which such
qualification is or shall be necessary to protect the validity and
enforceability of this Indenture and the Notes.

SECTION 4.05. Compliance with Laws, Etc. The Issuer will
comply in all material respects with (i) all applicable consumer credit, retail
installment sale, truth-in-lending, credit reporting and other similar laws,
rules and regulations with respect to it, its business and properties, the
Receivables and Collections with respect thereto, the Charge Account Agreements
and the accounts under which the Receivables arise, and (ii) all other
applicable laws, rules and regulations with respect to it, its business and
properties, the Receivables and Collections with respect thereto, the Charge
Account Agreements and the accounts under which the Receivables arise, except
to the extent that, in the case of this clause (ii), failure to so comply would
not have a material adverse effect on its condition (financial or otherwise),
business, operations or properties, the Receivables and Collections with
respect thereto, the Charge Account Agreements and the accounts under which the
Receivables arise.

SECTION 4.06. Keeping of Books. The Issuer will keep
proper books of record and account, which shall be maintained or caused to be
maintained by the Issuer and shall be separate and apart from those of any
Affiliate of the Issuer, in which full and correct entries shall be made of all
financial transactions and the assets and business of the Issuer in accordance
with U.S. GAAP consistently applied, and keep and maintain or cause to be kept
and maintained all documents, books, records, file tapes and other information
reasonably necessary or advisable for the collection of all Receivables
(including, without limitation, records adequate to permit the daily
identification of each new Receivable and all Collections of each existing
Receivable).

SECTION 4.07. Payment of Taxes, Etc. The Issuer will pay
and discharge before the same shall become delinquent, (A) all taxes,
assessments and governmental charges or levies imposed upon it or upon its
property and (B) all lawful claims that, if unpaid, might by law become a Lien

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upon its property, provided, however, that the Issuer shall not be required to
pay or discharge any such tax, assessment, charge, levy or claim that is being
contested in good faith and by proper proceedings and such nonpayment does not
involve any danger of sale, forfeiture, impairment or loss of any of the
Collateral or any interest therein; and maintain appropriate reserves in
respect of taxes, assessments, governmental charges and levies described in
clause (A) above and claims described in clause (B) above.

SECTION 4.08. Reporting Requirements. The Issuer will
furnish to the Trustee:

(i) as soon as available and in any event within 90 days
after the end of each fiscal year of the Issuer, a balance sheet of
the Issuer as of the end of such year and statements of income and
retained earnings and of source and application of funds of the Issuer
for the period commencing at the end of the previous fiscal year and
ending with the end of such year, in each case setting forth
comparative figures for the previous fiscal year, certified without
material qualification by Price Waterhouse or other nationally
recognized independent public accountants, together with a certificate
of such accounting firm stating that in the course of the regular
audit of the business of the Issuer, which audit was conducted in
accordance with generally accepted auditing standards in the United
States, such accounting firm has obtained no knowledge that an Event
of Default has occurred and is continuing, or if, in the opinion of
such accounting firm, such an Event of Default has occurred and is
continuing, a statement as to the nature thereof;

(ii) as soon as available and in any event within 30 days
after the end of each fiscal month, monthly balance sheets and monthly
statements of source and application of funds and statements of income
and retained earnings of the Issuer, certified by the chief financial
officer of the Issuer (which certification shall state that such
balance sheets and statements fairly present the financial condition
and results of operations for such fiscal month, subject to year-end
audit adjustments), delivery of which balance sheets and statements
shall be accompanied by a certificate of such chief financial officer
to the effect that no Event of Default or Early Amortization Event has
occurred and is continuing;

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(iii) promptly, and in any event within three Business
Days, upon receipt or delivery thereof, a copy of each material notice
received by the Issuer or delivered by the Issuer to Broadway or the
Servicer under the Purchase Agreement (other than notices routinely
given in connection with the purchase of Eligible Receivables
thereunder);

(iv) as soon as possible and, in any event, within 10
days after the Issuer or any ERISA Affiliate knows or has reason to
know of the occurrence of any of the following, the Issuer will
deliver to the Trustee a certificate of the chief financial officer of
the Issuer setting forth details as to such occurrence and the action,
if any, which the Issuer or such ERISA Affiliate is required or
proposes to take, together with any notices required or proposed to be
given to or filed with or by the Issuer, the ERISA Affiliate, the
PBGC, a Plan participant or the Plan administrator with respect
thereto: that a Reportable Event has occurred, that an accumulated
funding deficiency has been incurred or an application may be or has
been made to the Secretary of the Treasury for a waiver or
modification of the minimum funding standard (including any required
installment payments) or an extension of any amortization period under
Section 412 of the Code with respect to a Plan, that a Plan has been
or may be terminated, reorganized, partitioned or declared insolvent
under Title IV of ERISA, that a Plan has an Unfunded Current Liability
giving rise to a lien under ERISA or the Code, that proceedings may be
or have been instituted to terminate a Plan, that a proceeding has
been instituted pursuant to Section 515 of ERISA to collect a
delinquent contribution to a Plan, that the Issuer will or may incur
any material liability with respect to a Plan under Section 4975 of
the Code, or that the Issuer or any ERISA Affiliate will or may incur
any material liability (including any contingent or secondary
liability) to or on account of the termination of or withdrawal from a
Plan under Section 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA or
with respect to a Plan under Section 4971 of the Code or Section 409
or 502(i) or 502(l) of ERISA. The Issuer will deliver to the Trustee
a complete copy of the annual report (Form 5500) of each Plan required
to be filed with the Internal Revenue Service. In addition to any
certificates or notices delivered to the Trustee pursuant to the first
sentence hereof, copies of annual reports and any notices

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received by the Issuer or any ERISA Affiliate with respect to any Plan
shall be delivered to the Trustee no later than 10 days after the
later of the date such report or notice has been filed with the
Internal Revenue Service or received by the Issuer or the ERISA
Affiliate; and

(v) promptly and in any event within five Business Days
after the Issuer becomes aware of the existence thereof, telephonic,
telex or telecopied notice (confirmed in writing within 5 days)
specifying the nature of any Event of Default or Early Amortization
Event, or any breach or nonperformance by the Issuer of any Basic
Document.

SECTION 4.09. Annual Independent Public Accountants'
Servicing Report. Within 60 days after the end of each fiscal year of the
Issuer (commencing with the fiscal year ending January 28, 1995), the Issuer
shall cause a firm of nationally recognized independent public accountants (who
may also render other services to the Issuer) to furnish a report to the
Trustee to the effect that such firm has made a study and evaluation, in
accordance with generally accepted auditing standards, of the Issuer's internal
accounting controls relative to the servicing of Receivables by the Issuer, the
Servicer and the parties to any Servicing Contract, and that, on the basis of
such examination, such firm is of the opinion that the system of internal
accounting controls in effect on the date set forth in such report relating to
servicing procedures performed by the Issuer, the Servicer and the parties to
any Servicing Contract was sufficient for the prevention and detection of
errors and irregularities in amounts that would be material and that such
servicing was conducted in compliance with the Purchase Agreement, except for
such exceptions as they believe to be immaterial and such other exceptions as
shall be set forth in such report. As of the end of the second fiscal quarter
of each fiscal year of the Issuer (commencing with the fiscal quarter ended
July 29, 1995), the Issuer shall cause the same firm of nationally recognized
independent public accountants to furnish a report to the Trustee (within 60
days after the end of each such fiscal quarter) to the effect that, based upon
representations of financial management of the Issuer responsible for such
matters and other agreed upon procedures, nothing has come to their attention
that causes them to believe there had been any change in the system of internal
accounting controls relative to the servicing of Receiv-

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ables under the Purchase Agreement, as of the end of such fiscal quarter
compared with the end of the preceding fiscal year, except as set forth in such
report to the Trustee.

SECTION 4.10. Rule 144A Information Requirement. The
Issuer will, for so long as any of the Notes which are outstanding are
"restricted securities" within the meaning of Rule 144(a)(3) under the
Securities Act, provide the Holders or beneficial owners of any Class of the
Notes and prospective purchasers of any Class of the Notes designated by the
Holders of the Notes of such Class, upon their request, any information
required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

ARTICLE FIVE

Negative Covenants

The Issuer covenants and agrees that until the Issuer's
obligations under the Notes and this Indenture are satisfied in full:

SECTION 5.01. Liens, Etc. The Issuer will not create or
suffer to exist any Lien upon or with respect to any of its assets or
properties, whether now owned or hereafter acquired, or assign any right to
receive income, in each case to secure or provide for the payment of any Debt
of any Person, other than Liens created by the Security Agreement in favor of
the Collateral Agent and Permitted Liens.

SECTION 5.02. Debt. The Issuer will not create or suffer
to exist any Debt except (i) the obligations of the Issuer pursuant to the
Facility Documents, the Subordinated Broadway Notes and the Notes and (ii) any
other indebtedness, provided that each of S&P and Fitch shall have confirmed in
writing that the incurrence of such other indebtedness will not result in a
downgrading or withdrawal of the then current credit rating of either class of
Notes.

SECTION 5.03. Restricted Junior Payments. The Issuer will
not (i) declare or make, or set aside any sum for, any dividend payment or
other distribution of assets, properties, cash, rights, obligations or
securities on account of any shares of any class of capital stock of the
Issuer, or return any capital to its shareholder as such, or purchase, retire,
defease, redeem or otherwise acquire

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for value or make any payment in respect of any shares of any class of capital
stock of the Issuer or any warrants, rights or options to acquire any such
shares, now or hereafter outstanding or (ii) order, pay, make or set apart any
sum for any payment or prepayment of principal of, premium, if any, or interest
on, or any redemption, purchase, retirement, defeasance, sinking fund or
similar payment with respect to, the Subordinated Promissory Notes (any of the
foregoing, a "Restricted Payment"), except that the Issuer may make Restricted
Payments if at the time of, and after giving effect to, each such Restricted
Payment (A) the Equity of the Issuer is not less than $24,500,000 and (B) no
Default or Event of Default shall have occurred and be continuing.

SECTION 5.04. Mergers, Etc. The Issuer will not (i) merge
or consolidate with or into, or convey, transfer, lease or otherwise dispose of
(whether in one transaction or in a series of transactions) all or
substantially all of its assets (whether now owned or hereafter acquired) to
any Person or acquire all or substantially all of the capital stock of any
Person, or acquire all or substantially all of the assets of any Person or
enter into any joint venture or partnership with, any Person; or (ii) sell,
convey, transfer, lease or otherwise dispose of any assets other than in the
ordinary course of business or in accordance with the terms of the Purchase
Agreement; except, in each case, to the extent that each of S&P and Fitch shall
have confirmed in writing that such transaction or series of transactions will
not result in a downgrading or withdrawal of the then current credit rating of
either class of Notes.

SECTION 5.05. Change in Nature of Business. The Issuer
will not engage, directly or indirectly, in any business other than the
business of purchasing Receivables from Broadway or its Affiliates pursuant to
the Purchase Agreement, administering, servicing and collecting such
Receivables, entering into the Basic Documents, the Facility Documents or
related transactions, or make any material change in the nature of such
business as carried on at the date hereof.

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SECTION 5.06. Corporate Organization. The Issuer will not
amend its certificate of incorporation or by-laws without the prior written
consent of the Collateral Agent.

SECTION 5.07. No Amendments. Without the prior written
consent of the Controlling Party, the Issuer will not (i) amend, supplement or
otherwise modify the Purchase Agreement or any Servicing Contract, (ii) waive
any Purchase Termination Event under the Purchase Agreement or any condition to
purchase contained in a Purchase Agreement (iii) otherwise take or fail to take
any action under a Purchase Agreement or any Servicing Contract that could
adversely affect the Lender's interests under the Blue Hawk Credit Agreement or
under the other Facility Documents or the interests of the Noteholders or the
Note Owners under the Basic Documents, (iv) enter into, consent to, decline to
object to or permit Broadway or the Servicer to enter into any amendment,
supplement or modification of the Credit and Collection Policy or any Charge
Account Agreement or any amendment, supplement or modification in the
implementation of the Credit and Collection Policy other than (A) changes that
are required by applicable law, (B) changes of a kind that are not described in
Schedule IV to the Blue Hawk Credit Agreement and that could not reasonably be
expected to have a material adverse effect on the quality of the Receivables,
the amount of Collections or the timing and receipt of Collections, or (C) any
other changes of which the Controlling Party has received 30 days' prior
written notice and to which the Controlling Party has not objected within such
30 day period, (v) extend, amend or otherwise modify, or attempt to purport to
do so, the terms of any Receivables other than in accordance with the Credit
and Collection Policy, (vi) enter into or agree to any amendment, supplement or
modification of any Blocked Deposit Agreement, or (vii) waive any term or
condition of any Charge Account Agreement, other than as permitted by the
Credit and Collection Policy. The Issuer shall provide each Rating Agency with
prompt written notice (including copies of any amendments) of any of the
foregoing events. The Issuer will not amend, supplement or otherwise modify
the Purchase Agreement in any manner that could adversely affect the interests
of the Holders of the Notes of any Class without the prior written consent of
the Holders of Notes representing not less than a majority of the Aggregate
Outstanding Amount of the Notes of each such Class.

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SECTION 5.08. Transactions with Affiliates. The Issuer
will not sell or transfer property or assets or enter into any transaction with
any Affiliate of the Issuer other than (i) transactions with Broadway
contemplated by the Purchase Agreement, (ii) capital contributions by Broadway
to the Issuer, or (iii) subject to the provisions of this Article 5, other
transactions with Broadway or any of its Affiliates in the ordinary course of
business for fair consideration and on terms no less favorable to the Issuer
than would prevail if such transactions were with unrelated third parties.

SECTION 5.09. Capital Stock. The Issuer will not issue or
permit to be transferred to any Person (other than Broadway) any of the
Issuer's capital stock or other equity securities.

SECTION 5.10. Maintenance of Separate Existence. The
Issuer will not (i) fail to do all things necessary to maintain its corporate
existence separate and apart from Broadway, any division and any Affiliate of
Broadway, including, without limitation, holding regular meetings of its
shareholders and Board of Directors (or executing unanimous written consents in
lieu thereof) and maintaining appropriate corporate books and records
(including current minute books); (ii) except as required by applicable law,
suffer any limitation on the authority of its own directors and officers to
conduct its business and affairs in accordance with their independent business
judgment, or authorize or suffer any Person other than its own officers and
directors to act on its behalf with respect to matters (other than matters
customarily delegated to others under powers of attorney) for which a
corporation's own officers and directors would customarily be responsible; or
(iii) fail to (A) maintain or cause to be maintained by an agent of the Issuer
under the Issuer's control physical possession of all its books and records,
(B) maintain capitalization adequate for the conduct of its business, (C)
account for and manage all of its liabilities separately from those of any
other Person, including, without limitation, payment by it of all payroll and
other administrative expenses and taxes from its own assets, (D) segregate and
identify separately all of its assets from those of any other Person, (E)
maintain employees, or pay its employees, officers and agents for services
performed for the Issuer or (F) maintain separate offices with a separate
telephone number from those of Broadway or any Affiliate of Broadway or (iv)
commingle its funds with those of Broadway or any Affiliate of Broadway, or use
its funds for other than the

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uses permitted by the Facility Documents and the Basic Documents.

SECTION 5.11. Maximum Permitted Debt. (a) The Issuer will
not permit the aggregate principal amount of the Issuer's obligations
outstanding under the Class A Notes, the Class B Notes and the Blue Hawk Note
at any time to exceed the Maximum Permitted Debt.

(b) The Issuer will not permit the aggregate principal amount
of the Issuer's obligations outstanding under the Class A Notes and the Blue
Hawk Note at any time to exceed the Maximum Class A Debt Amount.

(c) The Issuer will not permit the aggregate principal amount
of the Issuer's obligations outstanding under the Blue Hawk Note at any time to
exceed an amount equal to the product of (x) 82% multiplied by (y) the
Outstanding Balance of the Eligible Receivables at such time.

ARTICLE SIX

Satisfaction and Discharge

SECTION 6.01. Satisfaction and Discharge of Indenture.
This Indenture shall cease to be of further effect with respect to the Notes
except as to (i) rights of registration of transfer and exchange, (ii)
substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of
Noteholders to receive payments of principal thereof and interest thereon, (iv)
Sections 4.03 and 4.04, (v) the rights, obligations, and immunities of the
Trustee hereunder (including the rights of the Trustee under Section 8.07 and
the obligations of the Trustee under Section 6.02) and (vi) the rights of
Noteholders as beneficiaries hereof with respect to the property so deposited
with the Trustee payable to all or any of them, and the Trustee, on demand of
and at the expense of the Issuer, shall execute proper instruments
acknowledging satisfaction and discharge of this Indenture, when:

(1) either

(A) all Notes theretofore authenticated and
delivered (other than (i) Notes that have been destroyed,
lost, mutilated, or stolen and that have been replaced or paid
as provided in Section

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2.08 hereof and (ii) Notes for whose payment money has
theretofore been deposited in trust or segregated and held in
trust by the Issuer and thereafter repaid to the Issuer or
discharged from such trust, as provided in Section 4.03
hereof) have been delivered to the Trustee for cancellation;
or

(B) all Notes not theretofore delivered to the
Trustee for cancellation

(i) have become due and payable, or

(ii) 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
Issuer, and the Issuer, in the case of (i) or (ii)
above, has irrevocably deposited or caused to be
irrevocably deposited with the Trustee cash or direct
obligations of or obligations guaranteed by the
United States of America, in trust for such purpose,
an amount sufficient to pay and discharge the entire
indebtedness on such Notes not theretofore delivered
to the Trustee for cancellation, for principal and
interest that would be payable on the Redemption Date
(if Notes shall have been called for redemption
pursuant to Section 11.01 hereof), as the case may
be, and in the case of Notes that were not paid on
the Stated Maturity Date, for all overdue principal
and all interest on such Notes that would be payable
on the next succeeding Special Payment Date therefor;

(2) the Issuer has paid or caused to be paid all other
sums payable hereunder by the Issuer; and

(3) the Issuer has delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each meeting the applicable
requirements of Section 12.01(a) hereof and each stating that all
conditions precedent herein provided for relating to the satisfaction
and discharge of this Indenture have been complied with.

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SECTION 6.02. Application of Trust Money. All moneys
deposited with the Trustee pursuant to Section 6.01 hereof shall be held in
trust and applied by it, in accordance with the provisions of the Notes and
this Indenture, to the payment, to the Holders of the particular Notes for the
payment or redemption of which such moneys have been deposited with the
Trustee, of all sums due and to become due thereon for principal and interest;
but such moneys need not be segregated from other funds except to the extent
required herein or required by law.

ARTICLE SEVEN

Events of Default and Remedies

SECTION 7.01. Events of Default. "Event of Default" with
respect to the Notes, wherever used herein, means any one of the following
events (whatever the reason for such Event of Default and whether it shall 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):

(1) default in the payment of any interest on any Note
when the same becomes due and payable, and such default shall continue
for a period of three Business Days; or

(2) default in the payment of the principal of any Note
when the same becomes due and payable; or

(3) the institution of any proceeding by or against the
Issuer seeking to adjudicate it a bankrupt or insolvent, or seeking
liquidation, winding up, reorganization, arrangement, adjustment,
protection, relief, or composition of it or its debts under any law
relating to bankruptcy, insolvency or reorganization or relief of
debtors, or seeking the entry of an order for relief or the
appointment of a receiver, trustee, custodian or other similar
official for it or for any substantial part of its property and, in
the case of any such proceeding instituted against it (but not
instituted by it), either such proceeding shall remain undismissed or
unstayed for a period of 30 days, or any of the actions sought in such
proceeding (including, without limitation, the entry of an order for
relief against, or the appointment of a receiver,

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trustee, custodian or other similar official for, it or for any
substantial part of its property) shall occur; or

(4) the commencement by the Issuer of a voluntary case
under any applicable Federal or state bankruptcy, insolvency or other
similar law now or hereafter in effect, or the consent by the Issuer
to the entry of an order for relief in an involuntary case under any
such law, or consent to the appointment or taking possession by a
receiver, liquidator, assignee, custodian, trustee, sequestrator or
similar official of the Issuer, or make any general assignment for the
benefit of creditors, or the failure by the Issuer generally to pay
its debts as such debts become due, or the taking of action by the
Issuer in furtherance of any of the foregoing; or

(5) the occurrence of an event of default under the Blue
Hawk Credit Agreement and the acceleration of the Blue Hawk Note as a
result thereof.

SECTION 7.02. Acceleration of Maturity; Rescission and
Annulment. If an Event of Default should occur and be continuing, neither the
Trustee nor the Noteholders may declare the principal of the Notes to be
immediately due and payable prior to the payment in full of the Senior Blue
Hawk Obligations. If an Event of Default should occur and be continuing and
all of the Senior Blue Hawk Obligations have been paid in full, the Trustee or
the Holders of Notes representing not less than 66-2/3% of the Aggregate
Outstanding Amount the Notes may declare the principal of the Notes to be
immediately due and payable, by a notice in writing to the Issuer (and to the
Trustee if given by Noteholders), and upon any such declaration the unpaid
principal amount of the Notes, together with accrued and unpaid interest
thereon through the date of such declaration of acceleration, shall become
immediately due and payable.

At any time after such declaration of acceleration of maturity
has been made and 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 Notes representing 66-2/3% of the Aggregate Outstanding Amount of
the Notes, by written notice to the Issuer and the Trustee, may rescind and
annul such declaration and its consequences if:

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(1) the Issuer has paid or deposited with the Trustee a
sum sufficient to pay

(A) all payments of principal of and interest on
the Notes and all other amounts that would then be due
hereunder or upon the Notes if the Event of Default giving
rise to such acceleration had not occurred; and

(B) all sums paid or advanced by the Trustee
hereunder and the reasonable compensation, expenses,
disbursements, and advances of the Trustee and its agents and
counsel; and

(2) all Events of Default, other than the nonpayment of
the principal of the Notes that has become due solely by such
acceleration, have been cured or waived as provided in Section 7.11
hereof.

No such rescission shall affect any subsequent default or
impair any right consequent thereon.

SECTION 7.03. Collection of Indebtedness and Suits for
Enforcement by Trustee. (a) The Issuer covenants that (i) if default is made
in the payment of any interest on any Note, when the same becomes due and
payable, and such default continues for a period of 3 Business Days, or (ii)
default is made in the payment of the principal of any Note, when the same
becomes due and payable, the Issuer will, upon payment in full of the Senior
Blue Hawk Obligations and upon demand of the Trustee, pay to it, for the
benefit of the Holders of the Notes, the whole amount then due and payable on
such Notes for principal and interest, with interest upon the overdue principal
at the interest rate specified in Section 2.10 hereof, and in addition thereto,
such further amount as shall be sufficient to cover the reasonable costs and
expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee and its agents and counsel.

(b) In case the Issuer shall fail forthwith to pay such
amounts upon such demand, but in no event prior to such time, the Trustee, in
its own name and as trustee of an express trust, may, in addition to exercising
its rights as the Controlling Party, if any, under the Security Agreement,
institute a Proceeding for the collection of the sums so due and unpaid, and
may prosecute such Proceeding to judgment or final decree, and may enforce the
same

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against the Issuer and collect in the manner provided by law out of the
Collateral allocated to the Noteholders under the Security Agreement, wherever
situated, the moneys adjudged or decreed to be payable; provided, however, that
to the extent that the Collateral allocable to the Holders of the Notes under
the Security Agreement is for any reason insufficient to provide for the
payment of amounts owing to the Holders of the Notes, no Holder shall have any
recourse to the Issuer or to any other Person for the amount of such
insufficiency nor shall any Holder have a Claim against the Issuer for the
amount of any such insufficiency.

(c) If an Event of Default occurs and is continuing, the
Trustee may, to the extent consistent with the provisions of the Security
Agreement and subject in all respects to Sections 12.07 and 12.08 hereof, in
its discretion proceed to protect and enforce its rights and the rights of the
Noteholders, by such appropriate Proceedings as the Trustee shall deem most
effective to protect and enforce any such rights, whether for the specific
enforcement of any covenant or agreement in this Indenture or in aid of the
exercise of any power granted herein, or to enforce any other proper remedy or
legal or equitable right vested in the Trustee by this Indenture or by law.

(d) All rights of action and of asserting claims under
this Indenture or under any of the Notes may be enforced by the Trustee without
the possession of any of the Notes or the production thereof in any trial or
other Proceedings relative thereto, and any such action or Proceedings
instituted by the Trustee shall be brought in its own name as trustee of an
express trust, and any recovery of judgment, subject to the payment of the
expenses, disbursements and compensation of the Trustee, each predecessor
Trustee and their respective agents and attorneys, shall be for the ratable
benefit of the Holders of the Notes.

(e) In any Proceedings brought by the Trustee (and also
any Proceedings involving the interpretation of any provision of this Indenture
to which the Trustee shall be a party), the Trustee shall be held to represent
all the Holders of the Notes, and it shall not be necessary to make any
Noteholder a party to any such Proceedings.

SECTION 7.04. Remedies. If an Event of Default shall have
occurred and be continuing and all of the Senior Blue Hawk Obligations shall
have been paid in full, the Trustee shall be the Controlling Party under the
Security Agreement and shall be entitled to exercise all the rights

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of the Controlling Party thereunder for the benefit of the Noteholders and the
Trustee. The Trustee shall have no other rights in respect of the Collateral
other than those given to the Controlling Party under the Security Agreement.

SECTION 7.05. Application of Money Collected. Any moneys
received by the Trustee with respect to the Notes, including the sums received
by the Trustee from the Collateral Agent pursuant to Section 15(b) of the
Security Agreement, shall be applied in the following order at the date or
dates fixed by the Trustee and, in case of the distribution of such moneys on
account of principal, upon presentation of Notes and stamping the notation
thereon of the payment (or the issuance of Notes in reduced principal amounts
in exchange for the presented Notes) if only partially paid, or upon surrender
thereof if fully paid:

FIRST: To the payment of amounts due as interest on the Class
A Notes at a rate per annum not in excess of 7.55%;

SECOND: To the payment of amounts due as interest on the
Class B Notes at a rate per annum not in excess of 11%;

THIRD: To the outstanding principal of the Class A Notes
until the principal of the Class A Notes is reduced to zero;

FOURTH: To the outstanding principal of the Class B Notes
until the principal of the Class B Notes is reduced to zero;

FIFTH: To Step-Up Interest Amounts due on the Class A Notes;
and

SIXTH: To Step-Up Interest Amounts due on the Class B Notes.

SECTION 7.06. Limitation of Suits. No Holder of any Note
shall have any right to institute any Proceeding, judicial or otherwise, with
respect to this Indenture, or for any other remedy hereunder, unless:

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

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(2) the Holders of not less than 66-2/3% of the then
Aggregate Outstanding Amount of the Notes shall have made written
request to the Trustee to institute such Proceeding in respect of such
Event of Default in its own name as Trustee hereunder;

(3) such Holder or Holders have offered to the Trustee
reasonable indemnity against the costs, expenses and liabilities to be
incurred in complying with such request;

(4) the Trustee for 60 days after its receipt of such
notice, request, and offer of indemnity has failed to institute such
Proceedings; and

(5) no direction inconsistent with such written request
has been given to the Trustee during such 60-day period by the Holders
of a majority of the Aggregate Outstanding Amount of the Notes;

it being understood and intended that no one or more Holders of Notes shall
have any right in any manner whatever by virtue of, or by availing of, any
provision of this Indenture to affect, disturb or prejudice the rights of any
other Holders of Notes or to obtain or to seek to obtain priority or preference
over any other Holders or to enforce any right under this Indenture, except in
the manner herein provided.

In the event the Trustee shall receive conflicting or
inconsistent requests and indemnity from two or more groups of Holders of
Notes, each representing less than a majority of the Aggregate Outstanding
Amount of the Notes, the Trustee in its sole discretion may determine what
action, if any, shall be taken, notwithstanding any other provisions of this
Indenture.

SECTION 7.07. Restoration of Rights and Remedies. If the
Trustee or any Noteholder has instituted any Proceeding to enforce any right or
remedy under this Indenture and such Proceeding has been discontinued or
abandoned for any reason or has been determined adversely to the Trustee or to
such Noteholder, then and in every such case the Issuer, the Trustee and the
Noteholders shall, subject to any determination in such Proceeding, be restored
severally and respectively to their former positions hereunder, and thereafter
all rights and remedies of the Trustee and the Noteholders shall continue as
though no such Proceeding had been instituted.

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SECTION 7.08. Rights and Remedies Cumulative. No right or
remedy herein conferred upon or reserved to the Trustee or to the Noteholders
is intended to be exclusive of any other right or remedy, and every right and
remedy shall, to the extent permitted by law, be cumulative and in addition to
every other right and remedy given hereunder or now or hereafter existing at
law or in equity or otherwise. The assertion or employment of any right or
remedy hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.

SECTION 7.09. Delay or Omission Not Waiver. No delay or
omission of the Trustee or any Holder of any Note to exercise any right or
remedy accruing upon any Default or Event of Default shall impair any such
right or remedy or constitute a waiver of any such Default or Event of Default
or an acquiescence therein. Every right and remedy given by this Article Seven
or by law to the Trustee or to the Noteholders may be exercised from time to
time, and as often as may be deemed expedient, by the Trustee or by the
Noteholders, as the case may be.

SECTION 7.10. Control by Noteholders. The Holders of
66-2/3% of the Aggregate Outstanding Amount of the Notes of each Class shall
have the right to direct the time, method, and place of conducting any
Proceeding for any remedy available to the Trustee with respect to the Notes or
exercising any trust or power conferred on the Trustee, including the right to
act as the Controlling Party under the Security Agreement; provided that

(1) such direction shall not be in conflict with any rule
of law or with this Indenture;

(2) the Trustee may take any other action deemed proper
by the Trustee that is not inconsistent with such direction;

provided, however, that, subject to Section 8.01 hereof, the Trustee need not
take any action that it determines might involve it in liability for which it
is not adequately indemnified hereby (considering the likelihood of repayment
or indemnity by or on behalf of the Issuer or pursuant to Section 8.07 hereof),
or might materially adversely affect the rights of any Noteholders not
consenting to such action.

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SECTION 7.11. Waiver of Past Defaults. Prior to the
declaration of the acceleration of the Maturity of the Notes as provided in
Section 7.02 hereof, the Holders of Notes of 66-2/3% of the then Aggregate
Outstanding Amount of the Notes of each Class may waive any past Default or
Event of Default and its consequences except a Default (a) in payment of
principal or premium, if any, or interest on any of the Notes or (b) in respect
of a covenant or provision hereof which cannot be modified or amended without
the consent of the Holder of each Note. In the case of any such waiver, the
Issuer, the Trustee and the Holders of the Notes shall be restored to their
former positions and rights hereunder, respectively; but no such waiver shall
extend to any subsequent or other Default or impair any right consequent
thereon.

Upon any such waiver, such Default shall cease to exist and be
deemed to have been cured and not to have occurred, and any Event of Default
arising therefrom shall be deemed to have been cured and not to have occurred,
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
thereon.

SECTION 7.12. Undertaking for Costs. All parties to this
Indenture agree, and each Holder of any Note by his acceptance thereof shall be
deemed to have agreed, that any court may in its discretion require, 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, suffered, or omitted by it as
Trustee, the filing by any party litigant in such suit of an undertaking to pay
the costs of such suit, and that such court may in its discretion assess
reasonable costs, including reasonable attorneys' fees against any party
litigant in such suit, having due regard to the merits and good faith of the
claims or defenses made by such party litigant; but the provisions of this
Section 7.12 shall not apply to any suit instituted by the Trustee, to any suit
instituted by any Noteholder, or group of Noteholders, holding in the aggregate
more than 66-2/3% of the Aggregate Outstanding Amount of the Notes, or to any
suit instituted by any Noteholder for the enforcement of the payment of
principal of or interest on any Note on or after the respective due dates
expressed in such Note and in this Indenture (or, in the case of an optional
redemption pursuant to Section 11.01, on or after the Redemption Date or, in
the case of a mandatory redemption pursuant to Section 11.04, on or after the
applicable Payment Date).

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SECTION 7.13. Waiver of Stay or Extension Laws. The Issuer
covenants (to the extent that it may lawfully do so) that it will not at any
time insist upon, or plead, or in any manner whatsoever claim or take the
benefit or advantage of, any stay or extension law wherever enacted, now or at
any time hereafter in force, that may affect the covenants or the performance
of this Indenture; and the Issuer (to the extent that it may lawfully do so)
hereby expressly waives all benefit or advantage of any such law, and covenants
that it will not hinder, delay, or impede the execution of any power herein
granted to the Trustee, but will suffer and permit the execution of every such
power as though no such law had been enacted.

ARTICLE EIGHT

The Trustee

SECTION 8.01. Certain Duties and Responsibilities. (a)
Except during the continuance of an Event of Default:

(1) the Trustee undertakes to perform such duties and
only such duties as are specifically set forth in this Indenture, and
no implied covenants or obligations shall be read into this Indenture
against the Trustee; and

(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 furnished to the Trustee and conforming to the requirements
of this Indenture; but in the case of any such certificates or
opinions which by any provision hereof are specifically required to be
furnished to the Trustee, the Trustee shall be under a duty to examine
the same to determine whether or not they conform to the requirements
of this Indenture.

(b) In case 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 their
exercise, as a prudent person would exercise or use under the circumstances in
the conduct of such person's own affairs.

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(c) No provision of this Indenture shall be construed to
relieve the Trustee from liability for its own negligent action, its own
negligent failure to act, or its own wilful misconduct, except that:

(1) this subsection shall not be construed to limit the
effect of subsection (a) of this Section;

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

(3) the Trustee shall not be liable with respect to any
action taken or omitted to be taken by it in good faith in accordance
with the direction of the Holders of a majority of the Aggregate
Outstanding Amount of the Notes (such majority shall not include those
Notes, if any, that are to be disregarded in accordance with the
proviso to the definition of the term "Outstanding" in Section 1.01
hereof), relating to the time, method and place of conducting any
Proceeding for any remedy available to the Trustee, or exercising any
trust or power conferred upon the Trustee, under this Indenture.

(d) Whether or not therein expressly so provided, every
provision of this Indenture relating to the conduct or affecting the
eligibility of or affording protection to the Trustee shall be subject to the
provisions of this Section.

(e) The Trustee shall not be liable for interest on any money
received by it except as the Trustee may agree with the Issuer.

(f) No provision of this Indenture shall require the Trustee
to expend or risk its own funds or otherwise incur any financial liability in
the performance of any of its duties hereunder, or in the exercise of any of
its rights or powers, if it shall have reasonable grounds for believing that
repayment of such funds or adequate indemnity against such risk or liability is
not reasonably assured to it. In determining that such repayment or indemnity
is not reasonably assured to it, the Trustee must consider not only the
likelihood of repayment or indemnity by or on behalf of the Issuer but also the
likelihood of repayment or indemnity from amounts payable to it pursuant to
Section 8.07 hereof.

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(g) The permissive right of the Trustee to take actions
enumerated in this Indenture shall not be construed as a duty and the Trustee
shall not be answerable for other than its own negligence or wilful misconduct.

(h) The Trustee shall be under no obligation to institute any
suit, or to take any remedial proceeding under this Indenture, or to enter any
appearance or in any way defend in any suit in which it may be made defendant,
or in the enforcement of any rights and powers hereunder, including actions
taken in connection with any Proceeding described in Section 7.03(d), if the
Trustee reasonably believes that it will not be adequately indemnified against
any and all costs and expenses, outlays, and counsel fees and other reasonable
disbursements and against all liability, except liability that is adjudicated
to have resulted from its negligence or wilful misconduct, in connection with
any action so taken.

(i) Notwithstanding any extinguishment of all right, title
and interest of the Issuer, or any other Person having an ownership interest in
the Collateral following an Event of Default and a consequent declaration of
acceleration of the Maturity of the Notes, whether such extinguishment occurs
through a sale of such Collateral to another Person, the acquisition of the
Collateral by the Trustee or otherwise, the rights, powers, and duties of the
Trustee with respect to the Collateral (or the proceeds thereof) and the
Noteholders and the rights of the Noteholders shall continue to be governed by
the terms of this Indenture.

SECTION 8.02. Notice of Default. Within 90 days after the
occurrence of any Default known to the Trustee, the Trustee shall transmit by
mail to all Registered Holders of Notes, notice of such Default hereunder known
to the Trustee; provided, however, that, except in the case of a Default in the
payment of the principal of or interest on any Note, the Trustee shall be
protected in withholding such notice if and so long as the board of directors,
the executive committee or a trust committee of directors and/or Responsible
Officers of the Trustee in good faith determine that the withholding of such
notice is in the interests of the Noteholders.

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SECTION 8.03. Certain Rights of the Trustee. Except as
otherwise provided in Section 8.01 hereof:

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

(b) any request or direction of the Issuer mentioned
herein shall be sufficiently evidenced by an Issuer Request or Issuer
Order;

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

(d) the Trustee may consult with counsel, and the advice
of such counsel or any Opinion of Counsel shall be full and complete
authorization and protection in respect of any action taken, suffered
or omitted by it hereunder in good faith and in reliance thereon;

(e) 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 Noteholders pursuant to this
Indenture, unless such Noteholders shall have offered to the Trustee
reasonable security or indemnity against the costs, expenses and
liabilities which might be incurred by it in complying with such
request or direction;

(f) 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, note or other paper or document, but
the Trustee, in its discretion, may make such further inquiry or
investigation into such facts or matters as it may see fit, and if the
Trustee shall determine to make such further inquiry or investigation,
it shall be entitled, on reasonable prior notice to the Issuer,

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to examine the books, records and premises of the Issuer, personally
or by agent or attorney, during the Issuer's normal business hours;
provided that the Trustee shall and shall cause its agents to hold in
confidence all such information except to the extent disclosure may be
required by law and except to the extent that the Trustee, in its sole
judgment, may determine that such disclosure is consistent with its
obligations hereunder;

(g) the Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or
through agents, custodians, nominees or attorneys; and

(h) the Trustee shall not be liable for any action it
takes or omits to take in good faith which action or omission it
believes to be authorized or within its rights or powers.

SECTION 8.04. Not Responsible for Recitals or Issuance of
Notes. (a) The recitals contained herein and in the Notes, except the
certificates of authentication on the Notes, shall be taken as the statements
of the Issuer, and the Trustee assumes no responsibility for their correctness.
The Trustee makes no representations with respect to any Receivable or the
Collateral or as to the validity or sufficiency of this Indenture or of the
Notes. The Trustee shall not be accountable for the use or application by the
Issuer of Notes or the proceeds thereof or any money paid to the Issuer or upon
Issuer Order pursuant to the provisions hereof.

(b) Except as otherwise expressly provided herein and
without limiting the generality of the foregoing, the Trustee shall have no
responsibility or liability for or with respect to the existence or validity of
any Receivable or whether such Receivable is an Eligible Receivable, the
perfection of any security interest (whether as of the date hereof or at any
future time), the maintenance of or the taking of any action to maintain such
perfection, the validity of the assignment of any portion of the Collateral to
the Collateral Agent or of any intervening assignment, the performance or
enforcement of any Receivable, the compliance by the Issuer or the Servicer
with any covenant or the breach by the Issuer or the Servicer of any warranty
or representation made hereunder or in any related document or the accuracy of
any such warranty or representation, any investment of money in

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either the Cash Collateral Account or Reserve Account or any loss resulting
therefrom, the acts or omissions of the Issuer, the Servicer or the Collateral
Agent, any action of the Collateral Agent taken in the name of the Trustee or
the validity of the Security Agreement.

(c) The Trustee shall not have any obligation or
liability under any Receivable by reason of or arising out of this Indenture or
the receipt by the Trustee of any payment relating to any Receivable pursuant
hereto, nor shall the Trustee be required or obligated in any manner to perform
or fulfill any of the obligations of the Issuer under or pursuant to any
Receivable, or to make any payment, or to make any inquiry as to the nature or
the sufficiency of any payment received by it, or the sufficiency of any
performance by any party, under any Receivable.

(d) Subject to Section 8.01, the Trustee shall have no
responsibility for reviewing any document delivered to it unless such document
is also a document required to be delivered to it under this Indenture.

(e) Until the complete satisfaction and discharge of this
Indenture, the Trustee shall retain all material reports, statements and other
documents delivered to it in accordance with provisions hereof.

SECTION 8.05. May Hold Notes. The Trustee, any Note
Registrar or any other agent of the Issuer in its individual or any other
capacity, may become the owner or pledgee of Notes and may otherwise deal with
the Issuer with the same rights it would have if it were not Trustee, Note
Registrar or such other agent.

SECTION 8.06. Interest on Money Held in Trust. The Trustee
shall be under no liability for interest on any money received by it hereunder
except as otherwise agreed with the Issuer and except to the extent of income
or other gain on investments that are deposits in or certificates of deposits
or other obligations of the Trustee in its commercial capacity.

SECTION 8.07. Compensation and Reimbursement. The Issuer
agrees:

(1) to pay the Trustee from time to time reasonable
compensation for all services rendered by it hereunder (which
compensation shall not be limited by

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any provision of law in regard to the compensation of a trustee of an
express trust);

(2) except as otherwise expressly provided herein, to
reimburse the Trustee upon its request for all reasonable expenses,
disbursements and advances incurred or made by the Trustee in
accordance with any provision of this Indenture (including the
reasonable compensation, expenses and disbursements of its agents and
counsel), except any such expense, disbursement or advance as may be
attributable to its negligence or bad faith; and

(3) to indemnify the Trustee, its officers, directors,
employees and agents for, and to hold them harmless against, any loss,
liability or expense incurred without negligence or bad faith on their
part, arising out of or in connection with the acceptance or
administration of this trust, including the reasonable costs and
expenses of defending themselves against any claim or liability in
connection with the exercise or performance of any of their powers or
duties hereunder.

SECTION 8.08. Corporate Trustee Required; Eligibility.
There shall at all times be a Trustee hereunder which shall be a corporation
organized and doing business under the laws of the United States of America or
of any State authorized under such laws to exercise corporate trust powers,
having a combined capital and surplus of at least $100,000,000 (except as
provided in Section 8.09 hereof) and subject to supervision or examination by
the United States of America. If such Trustee publishes reports of conditions
at least annually, pursuant to law or to the requirements of the aforesaid
supervising or examining authority, then, for the purposes of this Section
8.08, the combined capital and surplus of such corporation shall be deemed to
be its combined capital and surplus as set forth in its most recent report of
condition so published. If at any time the Trustee shall cease to be eligible
in accordance with the provisions of this Section, it shall resign immediately
in the manner and with the effect hereinafter specified in this Article Eight.

SECTION 8.09. Resignation and Removal; Appointment of
Successor. (a) No resignation or removal of the Trustee and no appointment of
a successor trustee pursuant to this Article Eight shall become effective until
the

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acceptance of appointment by the successor trustee under Section 8.10 hereof.

(b) The Trustee, or any trustee or trustees hereafter
appointed, may resign at any time by giving written notice of resignation to
the Issuer and by mailing notice of resignation by first-class mail, postage
prepaid, to Holders of the Notes at their addresses appearing on the Note
Register. Upon receiving notice of resignation, the Issuer shall promptly
appoint a successor trustee or trustees by written instrument, in duplicate,
executed by an Authorized Officer, one copy of which instrument shall be
delivered to the Trustee so resigning and one copy to the successor trustee or
trustees. If no successor trustee shall have been appointed and have accepted
appointment within 30 days after the giving of such notice of resignation, the
resigning trustee may petition any court of competent jurisdiction for the
appointment of a successor trustee or any Noteholder who has been a bona fide
Holder of a Note or Notes for at least six months may, subject to Section 7.12
hereof, on behalf of himself and all others similarly situated, petition any
such court for the appointment of a successor trustee. Such court may
thereupon, after such notice, if any, as it may deem proper and prescribe,
appoint a successor trustee.

(1) the Trustee shall cease to be eligible under Section
8.08 hereof and shall fail to resign after written request therefor by
the Issuer or by any such Noteholder; or

(2) (i) the Trustee shall become incapable of acting,
(ii) there shall have been instituted any proceeding by or against the
Trustee seeking to adjudicate it a bankrupt or insolvent, or seeking
liquidation, winding up, reorganization, arrangement, adjustment,
protection, relief, or composition of it or its debts under any law
relating to bankruptcy, insolvency or reorganization or relief of
debtors, or seeking the entry of an order for relief or the
appointment of a receiver, trustee, custodian or other similar
official for it or for any substantial part of its property and, in
the case of any such proceeding instituted against it (but not
instituted by it), either such proceeding shall remain undismissed or
unstayed for a period of 30 days, or any of the actions sought in such
proceeding (including, without limitation, the

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entry of an order for relief against, or the appointment of a
receiver, trustee, custodian or other similar official for, it or for
any substantial part of its property) shall occur; or (iii) the
Trustee commences a voluntary case under the Federal bankruptcy laws,
as now or hereafter constituted, or any other applicable Federal or
state bankruptcy, insolvency or other similar law, or consents to the
appointment of or taking possession by a receiver, liquidator,
assignee, trustee, custodian, sequestrator or other similar official
of the Trustee or of any substantial part of its property, or the
making by it of any assignment for the benefit of creditors or the
Trustee fails generally to pay its debts as such debts become due or
takes any corporate action in furtherance of any of the foregoing;

then, in any such case the Issuer by an Issuer Order may remove the Trustee and
appoint a successor trustee by written instrument, in duplicate, executed on
behalf of the Issuer by an Authorized Officer, one copy of which instrument
shall be delivered to the Trustee so removed and one copy to the successor
trustee, or, subject to Section 7.12 hereof, any Noteholder who has been a bona
fide Holder of a Note or Notes for at least six months may, on behalf of such
Holder and all others similarly situated, petition any court of competent
jurisdiction for the removal of the Trustee and the appointment of a successor
trustee. Such court may thereupon, after such notice, if any, as it may deem
proper and prescribe, remove the Trustee and appoint a successor trustee.

(d) The Holders of a majority of the then Aggregate
Outstanding Amount of the Notes may at any time remove the Trustee and appoint
a successor trustee by delivering to the Trustee to be removed and to the
Issuer, copies of the record of the Act taken by the Holders of the Notes, as
provided for in Section 12.04 hereof.

(e) If the Trustee shall resign, be removed or become
incapable of acting, or if a vacancy shall occur in the office of the Trustee
for any cause, the Issuer, by an Issuer Order, shall promptly appoint a
successor trustee. If within one year after such resignation, removal, or
incapability or the occurrence of such vacancy, a successor trustee shall be
appointed by Act of the Holders of a majority of the then Aggregate Outstanding
Amount of the Notes delivered to the Issuer and the retiring trustee, the
successor trustee so appointed shall forthwith upon its

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acceptance of such appointment become the successor trustee and supersede the
successor trustee appointed by the Issuer. If no successor trustee shall have
been so appointed by the Issuer or the Noteholders and shall have accepted
appointment in the manner hereinafter provided, any Noteholder who has been a
bona fide Noteholder for at least six months may, on behalf of himself and all
others similarly situated, petition any court of competent jurisdiction for the
appointment of a successor trustee. Such court may thereupon, after such
notice, if any, as it may deem proper and prescribe, appoint a successor
trustee.

(f) The Issuer shall give notice of each removal of the
Trustee by mailing notice of such event by first-class mail, postage prepaid,
to the Holders of Notes as their names and addresses appear in the Note
Register. Each notice shall include the name of the successor trustee and the
address of its Corporate Trust Office.

SECTION 8.10. Acceptance of Appointment by Successor
Trustee. Every successor trustee appointed hereunder shall execute,
acknowledge and deliver to the Issuer and its predecessor trustee an instrument
accepting such appointment hereunder and thereupon the resignation or removal
of the predecessor trustee shall become effective and such successor trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts, duties and obligations of its predecessor hereunder;
but, on request of the Issuer or the successor trustee, such predecessor
trustee shall, upon payment of its charges then unpaid, execute and deliver an
instrument transferring to such successor trustee all the rights, powers, and
trusts of the Trustee so ceasing to act, and shall duly assign, transfer and
deliver to such successor trustee all property and money held by such Trustee
so ceasing to act hereunder. Upon request of any such successor trustee, the
Issuer shall execute any and all instruments for more fully and certainly
vesting in and conforming to such successor trustee all such rights, powers and
trusts.

Upon acceptance of appointment by a successor trustee as
provided in this Section 8.10, the Issuer shall mail notice thereof by
first-class mail, postage prepaid, to the Holders of the Notes at their last
addresses appearing upon the Note Register. If the Issuer fails to mail such
notice within 10 days after acceptance of appointment by the successor trustee,
the successor trustee shall cause such notice to be mailed at the expense of
the Issuer.

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No successor trustee shall accept its appointment unless at
the time of such acceptance such successor shall be qualified and eligible
under this Article Eight.

SECTION 8.11. Merger, Conversion, Consolidation or
Succession to Business of Trustee. Any corporation into which the Trustee may
be merged or converted or with which it may be consolidated, or any corporation
resulting from any merger, conversion or consolidation to which the Trustee
shall be a party, or any corporation succeeding to all or substantially all the
corporate trust business of the Trustee, shall be the successor of the Trustee
hereunder provided such corporation shall be otherwise qualified and eligible
under this Article Eight, without the execution or filing of any paper or any
further act on the part of any of the parties hereto. In case any Notes have
been authenticated, but not delivered, by the Trustee then in office, any
successor by merger, conversion or consolidation to such authenticating trustee
may adopt such authentication and deliver the Notes so authenticated with the
same effect as if such successor trustee had itself authenticated such Notes.

SECTION 8.12. Co-Trustee and Separate Trustee. At any time or
times, for the purpose of meeting the legal requirements of any jurisdiction in
which any part of the Trust Estate may at the time be located, the Issuer and
the Trustee shall have power to appoint, and upon the written request of the
Trustee or of the Holders of Notes representing at least 25% of the then
Aggregate Outstanding Amount of the Notes, the Issuer shall for such purpose
join with the Trustee in the execution, delivery, and performance of all
instruments and agreements necessary or proper to appoint, one or more Persons
approved by the Trustee either to act as co-trustee with the Trustee under this
Indenture, or to act as separate trustee under this Indenture, in either case
with such powers as may be provided in the instrument of appointment, and to
vest in such Person or Persons in the capacity aforesaid, any property, title,
right or power deemed necessary or desirable, subject to the other provisions
of this Section. If the Issuer does not join in such appointment within 15
days after the receipt by it of a request so to do, or in case an Event of
Default has occurred and is continuing, the Trustee alone shall have power to
make such appointment. Any co-trustee or separate trustee appointed pursuant
to this Section 8.12 shall satisfy the requirements of Section 8.08 hereof.

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Should any written instrument from the Issuer be required by
any co-trustee or separate trustee so appointed for more fully confirming to
such co-trustee or separate trustee such property, title, right or power, any
and all such instruments shall, on request be executed, acknowledged and
delivered by the Issuer.

Every co-trustee or separate trustee shall, to the extent
permitted by law, but to such extent only, be appointed subject to the
following terms, namely:

(1) The Notes shall be authenticated and delivered and
all rights, powers, duties and obligations hereunder in respect of the
custody of securities, cash and other personal property held by, or
required to be deposited or pledged with, the Trustee hereunder, shall
be exercised, solely by the Trustee.

(2) The rights, powers, duties and obligations hereby
conferred or imposed upon the Trustee in respect of any property
covered by such appointment shall be conferred or imposed upon and
exercised or performed by the Trustee or by the Trustee and such
co-trustee or separate trustee jointly, as shall be provided in the
instrument appointing such co-trustee or separate trustee, except to
the extent that under any law of any jurisdiction in which any
particular act is to be performed, the Trustee shall be incompetent or
unqualified to perform such Act, in which event such rights, powers,
duties, and obligations shall be exercised and performed by such
co-trustee or separate trustee.

(3) The Trustee at any time by an instrument in writing
executed by it, with the concurrence of the Issuer evidenced by an
Officers' Certificate, may accept the resignation of or remove any
co-trustee or separate trustee appointed under this Section, and, in
case an Event of Default has occurred and is continuing, the Trustee
shall have power to accept the resignation of, or remove, any such
co-trustee or separate trustee without the concurrence of the Issuer.
Upon the written request of the Trustee, the Issuer shall join with
the Trustee in the execution, delivery, and performance of all
instruments and agreements necessary or proper to effectuate such
resignation or removal. A successor to any co-trustee or separate
trustee so resigned or removed may be appointed in the manner provided
in this Section.

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(4) No co-trustee or separate trustee hereunder shall be
personally liable by reason of any act or omission of the Trustee, or
any other such trustee hereunder.

(5) The Trustee shall not be liable by reason of any act
of a co-trustee or separate trustee.

(6) Any Act of Noteholders delivered to the Trustee shall
be deemed to have been delivered to each such co-trustee and separate
trustee.

ARTICLE NINE

Noteholders' Lists and Reports

SECTION 9.01. Issuer To Furnish Trustee Names and Addresses
to Noteholders. The Issuer will furnish or cause to be furnished to the
Trustee (a) not more than five days after each Regular Record Date, a list, in
such form as the Trustee may reasonably require, of the names and addresses of
the Holders of Notes as of such Regular Record Date, (b) at such other times as
the Trustee may request in writing, within 30 days after receipt by the Issuer
of any such request, a list of similar form and content as of a date not more
than 10 days prior to the time such list is furnished; provided, however, that
so long as the Trustee is the Note Registrar, no such list shall be required to
be furnished.

SECTION 9.02. Preservation of Information. The Trustee
shall preserve, in as current a form as is reasonably practicable, the names
and addresses of the Holders of Notes contained in the most recent list
furnished to the Trustee as provided in Section 9.01 hereof and the names and
addresses of Holders of Notes received by the Trustee in its capacity as Note
Registrar. The Trustee may destroy any list furnished to it as provided in
such Section 9.01 upon receipt of a new list so furnished.

SECTION 9.03. Reports by Issuer. The Issuer shall furnish
the Trustee, within 15 days after the Issuer is required to furnish the same to
the Lender, copies of the Lender Report furnished to the Lender pursuant to
Section 5.01(h)(iii) of the Blue Hawk Credit Agreement.

SECTION 9.04. Reports to Noteholders. The Trustee shall
send to each Noteholder, not later than 10

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Business Days after receipt thereof by the Trustee, copies of each of the
reports furnished to the Trustee by the Issuer pursuant to Sections 4.08(i),
4.08(v) and 9.03 hereof. Upon the written request of any Noteholder or Note
Owner, the Trustee shall promptly send such Noteholder or Note Owner any other
reports or notices received by the Trustee pursuant hereto, provided that, in
the case of such Note Owner, the Note Owner provides to the Trustee evidence
reasonably satisfactory to the Trustee establishing such Note Owner's
then-current ownership of a Book-Entry Note.

ARTICLE TEN

Supplemental Indentures

SECTION 10.01. Supplemental Indentures Without Consent of
Noteholders. Without the consent of the Holders of any Notes, the Issuer and
the Trustee, when authorized by an Issuer Order, at any time and from time to
time, may enter into one or more indentures supplemental hereto, in form
satisfactory to the Trustee, for any of the following purposes:

(1) to evidence the succession, in compliance with the
applicable provisions hereof, of another person to the Issuer, and the
assumption by any such successor of the covenants of the Issuer herein
and in the Notes contained;

(2) to add to the covenants of the Issuer, for the
benefit of the Holders of the Notes, or to surrender any right or
power herein conferred upon the Issuer;

(3) to cure any ambiguity, to correct or supplement any
provision herein or in any supplemental indenture which may be
inconsistent with any other provision herein or in any supplemental
indenture or to make any other provisions with respect to matters or
questions arising under this Indenture or in any supplemental
indenture; provided that such action shall not adversely affect the
interests of the Holders of the Notes; or

(4) to evidence and provide for the acceptance of
appointment hereunder by a successor trustee with respect to the Notes
and to add to or change any of the provisions of this Indenture as
shall be necessary

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to facilitate the administration of the trusts hereunder by more than
one trustee, pursuant to the requirements of Section 8.12 hereof.

The Trustee is hereby authorized to join in the execution of
any such supplemental indenture and to make any further appropriate agreements
and stipulations that may be therein contained.

SECTION 10.02. Supplemental Indentures with Consent of
Noteholders. With the consent of the Holders of not less than a majority of
the then Aggregate Outstanding Amount of the Notes, by Act of such Holders
delivered to the Issuer and the Trustee, the Issuer and the Trustee, when
authorized by an Issuer Order, may enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to, or changing in
any manner or waiving or eliminating any of the provisions of, this Indenture
or of modifying in any manner the rights of the Holders of the Notes under this
Indenture; provided, however, that no such supplemental indenture shall,
without the consent of the Holder of each Outstanding Note affected thereby:

(1) change the Stated Maturity Date of, or any Payment
Date for the payment of any installment principal or interest on, any
Note, or reduce the principal amount thereof, the Note Interest Rate
thereon or the redemption provisions with respect thereto, or change
the coin or currency in which, any Note or the interest thereon is
payable;

(2) reduce the percentage of the Aggregate Outstanding
Amount of the Notes, the consent of the Holders of which is required
for any such supplemental indenture, or the consent of the Holders of
which 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, including waivers of past defaults or
the rights of Holders to receive payments of principal of or interest
on the Notes;

(3) waive a Default or Event of Default in the payment of
principal of or premium, if any, or interest on the Notes (except a
rescission of acceleration pursuant to Section 7.02 hereof);

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(4) modify any provision of this Section except to
increase any percentage required to effect a waiver specified herein
or therein or to provide that certain additional provisions of this
Indenture cannot be modified or waived without the consent of the
Holder of each Outstanding Note affected thereby;

(5) modify any of the provisions of this Indenture in
such manner as to affect the calculation of the amount of any payment
of interest or principal due on any Note on any Payment Date
(including the calculation of any of the individual components of such
calculation); and

(6) waive a redemption payment with respect to any Note.

The Trustee may in its discretion determine whether or not any
Notes would be affected by any supplemental indenture and any such
determination shall be conclusive upon the Holders of all Notes, whether
theretofore or thereafter authenticated and delivered hereunder. The Trustee
shall not be liable for any such determination made in good faith.

It shall not be necessary for any Act of Noteholders under
this Section to approve the particular form of any proposed supplemental
indenture, but it shall be sufficient if such Act shall approve the substance
thereof.

Promptly after the execution by the Issuer and the Trustee of
any supplemental indenture pursuant to this Section, the Trustee shall mail to
the Holders of the Notes to which such amendment or supplemental indenture
relates a notice setting forth in general terms the substance of such
supplemental indenture. Any failure of the Trustee to mail such notice, or any
defect therein, shall not, however, in any way impair or affect the validity of
any such supplemental indenture.

SECTION 10.03. Execution of Supplemental Indentures. In
executing, or permitting the additional trusts created by, any supplemental
indenture permitted by this Article Ten or the modifications thereby of the
trusts created by this Indenture, the Trustee shall be entitled to receive, and
subject to Sections 8.01 and 8.03 hereof, shall be fully protected in relying
upon, an Opinion of Counsel stating that the execution of such supplemental
indenture is authorized or permitted by this Indenture.

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The Trustee may, but shall not be obligated to, enter into any such
supplemental indenture that affects the Trustee's own rights, duties,
liabilities, or immunities under this Indenture or otherwise.

SECTION 10.04. Effect of Supplemental Indenture. Upon the
execution of any supplemental indenture pursuant to the provision hereof, this
Indenture shall be and be deemed to be modified and amended in accordance
therewith, and the respective rights, limitations of rights, obligations,
duties, liabilities and immunities under this Indenture of the Trustee, the
Issuer and the Holders of the Notes and other secured parties hereunder
affected thereby shall thereafter be determined, exercised and enforced
hereunder subject in all respects to such modifications and amendments, and all
the terms and conditions of any such supplemental indenture shall be and be
deemed to be part of the terms and conditions of this Indenture for any and all
purposes.

SECTION 10.05. Reference in Notes to Supplemental Indentures.
Notes authenticated and delivered after the execution of any supplemental
indenture pursuant to this Article Ten may, and if required by the Trustee
shall, bear a notation in form approved by the Trustee as to any matter
provided for in such supplemental indenture. If the Issuer or the Trustee
shall so determine, new Notes so modified as to conform, in the opinion of the
Trustee and the Issuer, to any such supplemental indenture may be prepared and
executed by the Issuer and authenticated and delivered by the Trustee in
exchange for Outstanding Notes.

ARTICLE ELEVEN

Redemption of Notes

SECTION 11.01. Optional Redemption by Issuer. The Issuer may,
at its option, redeem the Notes in whole or in part on any Payment Date on or
after October 15, 1994 and on October 8, 1996, in each case at a redemption
price equal to the sum of (i) 100% of the principal amount of the Notes
redeemed, (ii) accrued and unpaid interest thereon to the Redemption Date, and
(iii) in the case of any redemption occurring prior to October 8, 1996, the
Make-Whole Premium applicable to the Notes of such Class (such amount, the
"Redemption Price"). If the Issuer shall elect to redeem Notes pursuant to
this Section 11.01 it shall furnish notice of such election to the Trustee not
later than 25

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days prior to the Redemption Date, whereupon such Notes shall be due and
payable on the Redemption Date upon the Trustee's furnishing of a notice
complying with Section 11.02 hereof to each Holder of the Notes pursuant to
this Section 11.01.

SECTION 11.02. Form of Optional Redemption Notice. Notice of
redemption under Section 11.01 hereof shall be given by the Trustee by
first-class mail, postage prepaid, mailed not less than 15 days nor more than
60 days prior to the applicable Redemption Date to each Holder of Notes to be
redeemed at such Holder's address appearing in the Note Register as of the
close of business on the fifth Business Day preceding the mailing of such
notice.

All notices of optional redemption shall state:

(1) the Redemption Date;

(2) the Redemption Price; and

(3) the place where the Notes are to be surrendered for
payment of the Redemption Price (which shall be the office or agency
of the Issuer to be maintained as provided in Section 4.02 hereof).

Notice of redemption of the Notes shall be given by the
Trustee in the name and at the expense of the Issuer. Failure to give notice of
redemption, or any defect therein, to any Holder of any Note shall not impair
or affect the validity of the redemption of any other Note.

SECTION 11.03. Notes Payable on Redemption Date or Payment
Date. Notice of redemption having been given as provided in Section 11.02
hereof, the Notes shall on the Redemption Date become due and payable at the
Redemption Price and (unless the Issuer shall default in the payment of the
Redemption Price) no interest shall accrue on the Redemption Price for any
period after the Redemption Date.

SECTION 11.04. Mandatory Redemption. If an Early
Amortization Event shall have occurred and be continuing and the Senior Blue
Hawk Obligations have been paid in full, any amounts received by the Trustee
from the Collateral Agent in respect of the Collateral pursuant to the Security
Agreement and not required to pay interest in respect of the Notes shall be
applied to make mandatory redemptions on each Payment Date of principal of the
Class A Notes and, following retirement thereof, the Class B

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Notes, in each case at the Redemption Price. Notes subject to mandatory
redemption on any Payment Date shall be due and payable on such Payment Date
upon the furnishing of a notice complying with Section 11.05 hereof to the
Holders of such Notes.

SECTION 11.05. Form of Mandatory Redemption Notice. Notice
of redemption under Section 11.04 hereof shall be given by the Trustee by
first-class mail, postage prepaid, mailed not less than 15 days nor more than
60 days prior to the applicable Payment Date to each Holder of Notes subject to
mandatory redemption, as of the close of business on the Regular Record Date
preceding the applicable Payment Date at such Holder's address appearing in the
Note Register.

All notices of mandatory redemption shall state:

(1) the Payment Date on which such redemption will occur;

(2) the Redemption Price; and

(3) the place where the Notes are to be surrendered for
payment of the Redemption Price (which shall be the office or agency
of the Issuer to be maintained as provided in Section 4.02 hereof).

SECTION 11.06. Notes Subject to Mandatory Redemption Payable
on Specified Payment Date. Notice of mandatory redemption having been given as
provided in Section 11.05 hereof, the Notes shall on such Payment Date become
due and payable at the Redemption Price and (unless the Issuer shall default in
the payment of the Redemption Price) no interest shall accrue on the Redemption
Price for any period after such Payment Date.

SECTION 11.07. Selection of Notes for Optional or Mandatory
Redemption; Surrender of Notes. If less than all of the Notes of any Class are
to be redeemed at any time, selection of Notes of the applicable Class, or
portions thereof, shall be made by the Trustee on a pro rata basis, by lot or
by such method as the Trustee shall deem

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fair and appropriate. Notwithstanding any other provision of this Article
Eleven, the Trustee shall not redeem in part any Note if after giving effect to
such partial redemption the outstanding principal amount of such Note would
equal $100,000 or less. If any Note is to be redeemed in part (i) the notice
of redemption shall state the portion of the principal amount thereof to be
redeemed and (ii) a new Note in principal amount equal to the unredeemed
portion thereof shall be issued in the name of the Holder upon surrender and
cancellation of the original Note.

ARTICLE TWELVE

Miscellaneous

SECTION 12.01. Compliance Certificates and Opinions, etc.
(a) Upon any application or request by the Issuer to the Trustee to take any
action under any provision of this Indenture, the Issuer shall furnish to the
Trustee (i) an Officers' Certificate stating that all conditions precedent, if
any, provided for in this Indenture relating to the proposed action have been
complied with, and (ii) an Opinion of Counsel stating that in the opinion of
such counsel all such conditions precedent, if any, have been complied with,
except that, in the case of any such application or request as to which the
furnishing of such documents is specifically required by any provision of this
Indenture relating to such particular application or request, no additional
certificate or opinion need be furnished.

Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture shall include:

(1) a statement that each signatory of such certificate
or opinion has read or has caused to be read such covenant or
condition and the definitions herein 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 each such
signatory, such signatory has made such examination or investigation
as is necessary to enable such

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signatory 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, in the opinion of each
such signatory, such condition or covenant has been complied with.

SECTION 12.02. Form of Documents Delivered to Trustee. In
any case where several matters are required to be certified by, or covered by
an opinion of, any specified Person, it is not necessary that all such matters
be certified by, or covered by the opinion of, only one such Person, or that
they be so certified or covered by only one document, but one such Person may
certify or give an opinion with respect to some matters and one or more other
such Persons as to other matters, and any such Person may certify or give an
opinion as to such matters in one or several documents.

Any certificate or opinion of an officer of the Issuer may be
based, insofar as it relates to legal matters, upon a certificate or opinion
of, or representations by, counsel, unless such officer knows, or in the
exercise of reasonable care should know, that the certificate or opinion or
representations with respect to the matters upon which his certificate or
opinion is based are erroneous. Any such certificate or Opinion of Counsel may
be based, insofar as it relates to factual matters, upon a certificate or
opinion of, or representations by, an officer or officers of the Issuer,
stating that the information with respect to such factual matters is in the
possession of the Issuer, unless such counsel knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
with respect to such matters are erroneous.

Where any Person is required to make, give or execute two or
more applications, requests, consents, certificates, statements, opinions or
other instruments under this Indenture, they may, but need not, be consolidated
and form one instrument.

Whenever in this Indenture, in connection with any application
or certificate or report to the Trustee, it is provided that the Issuer shall
deliver any document as a condition of the granting of such application, or as
evidence of the Issuer's compliance with any term hereof, it is intended that
the truth and accuracy, at the time of the

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granting of such application or at the effective date of such certificate or
report (as the case may be), of the facts and opinions stated in such document
shall in such case be conditions precedent to the right of the Issuer to have
such application granted or to the sufficiency of such certificate or report.
The foregoing shall not, however, be construed to affect the Trustee's right to
rely upon the truth and accuracy of any statement or opinion contained in any
such document as provided in Article Eight hereof.

Whenever in this Indenture it is provided that the absence of
the occurrence and continuation of a Default or Event of Default is a condition
precedent to the taking of any action by the Trustee at the request or
direction of the Issuer, then, notwithstanding that the satisfaction of such
condition is a condition precedent to the Issuer's right to make such request
or direction, the Trustee shall be protected in acting in accordance with such
request or direction if it does not have knowledge of the occurrence and
continuance of such Default or Event of Default.

SECTION 12.03. Acts of Noteholders. (a) Any request,
demand, authorization, direction, notice, consent, waiver, or other action
provided by this Indenture to be given or taken by Noteholders may be embodied
in and evidenced by one or more substantially similar instruments signed by
such Noteholders in person or by agents duly appointed in writing; and, except
as herein otherwise expressly provided, such action shall become effective when
such instrument or instruments are delivered to the Trustee, and, where it is
hereby expressly required, to the Issuer. Such instrument or instruments (and
the action embodied therein and evidenced thereby) are herein sometimes
referred to as the "Act" of the Noteholders signing such instrument or
instruments. Proof of execution of any such instrument or of a writing
appointing any such agent shall be sufficient for any purpose of this Indenture
and (subject to Section 8.01 hereof) conclusive in favor of the Trustee and the
Issuer, if made in the manner provided in this Section.

(b) The fact and date of the execution by any Person of
any such instrument or writing may be proved in any manner that the Trustee
deems sufficient.

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

SECTION 12.04. Notices, etc., to Trustee, Issuer and Rating
Agencies. (a) Any request, demand, authorization, direction, notice, consent,
waiver or Act of Noteholders or other documents provided or permitted by this
Indenture to be made upon, given or furnished to or filed with:

(1) the Trustee by any Noteholder or by the Issuer shall
be sufficient for every purpose hereunder if made, given, furnished or
filed in writing to or with the Trustee at its Corporate Trust Office,
or

(2) the Issuer by the Trustee or by any Noteholder shall
be sufficient for every purpose hereunder if in writing and mailed,
first-class, postage prepaid, to the Issuer addressed to: Broadway
Receivables, Inc., 1600 N. Kramer Boulevard, Anaheim, California
92806, or at any other address previously furnished in writing to the
Trustee by the Issuer. The Issuer shall promptly transmit any notice
received by it from the Noteholders to the Trustee.

(b) The Trustee shall give prompt, written notice to the
Rating Agencies at, in the case of S&P, 25 Broadway, New York, NY 10004, or, in
the case of Fitch, One State Street Plaza, New York, NY 10004, and if the
Trustee fails to give such notice the Issuer shall give such notice, of:

(1) any resignation, removal or replacement of the
Trustee,

(2) any Event of Default, of which notice must be given
to any Noteholders, and

(3) the final payment of all the Notes.

SECTION 12.05. Notices to Noteholders; Waivers. Where this
Indenture provides for notice to Noteholders of any event, such notice shall be
sufficiently given (unless

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otherwise herein expressly provided) if in writing and mailed, first-class,
postage prepaid, to each Noteholder affected by such event, at his address as
it appears on the Note Register, not later than the latest date, and not
earlier than the earliest date, prescribed for the giving of such notice. In
any case where notice to Noteholders is given by mail, neither the failure to
mail such notice nor any defect in any notice so mailed to any particular
Noteholder shall affect the sufficiency of such notice with respect to other
Noteholders, and any notice that is mailed in the manner herein provided shall
conclusively be presumed to have been duly given.

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

In case, by reason of the suspension of regular mail service
as a result of a strike, work stoppage, or similar activity, it shall be
impractical to mail notice of any event of Noteholders when such notice is
required to be given pursuant to any provision of this Indenture, then any
manner of giving such notice as shall be satisfactory to the Trustee shall be
deemed to be a sufficient giving of such notice.

Where this Indenture provides for notice to the Rating
Agencies, failure to give such notice shall not affect any other rights or
obligations created hereunder, and shall not under any circumstance constitute
a Default or Event of Default.

The Trustee agrees to give the Rating Agencies such notices as
provided hereunder as a matter of courtesy and accommodation, but the Trustee
shall have no liability or obligation to the Rating Agencies or any other
Person if it shall fail to give such notice.

SECTION 12.06. Alternate Payment and Notice Provisions.
Notwithstanding any provision of this Indenture or any of the Notes to the
contrary, the Issuer may enter into any agreement with any Holder of a Note
providing for a method of payment that is different from the methods provided
for in this Indenture for such pay-

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ments. The Issuer will furnish to the Trustee a copy of each such agreement
and the Trustee will cause payments to be made in accordance with such
agreements.

SECTION 12.07. Limited Recourse Obligations. The Notes are
limited recourse obligations of the Issuer payable solely out of the Collateral
and the proceeds thereof. To the extent that the Collateral allocable to the
holders of the Notes under the Security Agreement is for any reason
insufficient to provide for the payment of amounts owing to the holders of the
Notes, no holder of any Note shall have any recourse to the Issuer or to any
other Person for the amount of such insufficiency nor shall any holder have a
Claim against the Issuer for the amount of any such insufficiency.

SECTION 12.08. Non-Petition Agreement. The Trustee agrees,
and by its acceptance of a Note each Noteholder agrees, that prior to the date
which is one year and one day after the payment in full of all of the Issuer's
obligations in respect of the Blue Hawk Credit Facility and the Notes, it will
not institute against, or join any other person in instituting against, the
Issuer, any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceedings or other similar proceeding under the laws of the United States, or
any state of the United States.

SECTION 12.09. Effect of Headings and Table of Contents. The
Article and Section headings herein and the Table of Contents are for
convenience only and shall not affect the construction hereof.

SECTION 12.10. Successors and Assigns. All covenants and
agreements in this Indenture by the Issuer shall bind its successors and
assigns, whether so expressed or not.

SECTION 12.11. Separability. In case any provision in this
Indenture or in the Notes shall be invalid, illegal or unenforceable, the
validity, legality, and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.

SECTION 12.12. 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, the Noteholders and in
the case of Section 12.08 hereof, Blue Hawk Funding Corporation and the other
holders of the Issuer's obligations under the

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Blue Hawk Credit Facility, any benefit of any legal or equitable right, remedy,
or claim under this Indenture.

SECTION 12.13. Legal Holidays. In any case where the date on
which any payment is due shall not be a Business Day, then (notwithstanding any
other provision of the Notes or this Indenture) payment need not be made on
such date, but may be made on the next succeeding Business Day with the same
force and effect as if made on the date on which nominally due, and no interest
shall accrue for the period from and after any such nominal date.

SECTION 12.14. Governing Law. This Indenture and each Note
shall be construed in accordance with and governed by the substantive laws of
the State of New York applicable to agreements made and to be performed
therein.

SECTION 12.15. Counterparts. This Indenture may be executed
in any number of counterparts, each of which so executed shall be deemed to be
an original, but all such counterparts shall together constitute but one and
the same instrument.

SECTION 12.16. Recording of Indenture. If this Indenture is
subject to recording in any appropriate public recording offices, such
recording is to be effected by the Issuer and at its expense on direction by
the Trustee accompanied by an Opinion of Counsel (which may be counsel to the
Trustee or any other counsel reasonably acceptable to the Trustee) to the
effect that such recording is necessary either for the protection of the
Noteholders or any other Person secured hereunder or for the enforcement of any
right or remedy granted to the Trustee under this Indenture.

SECTION 12.17. Corporate Obligation. No recourse may be
taken, directly or indirectly, with respect to the obligations of the Issuer on
the Notes or under this Indenture or any certificate or other writing delivered
in connection herewith or therewith, against any owner of an equity interest in
the Issuer except as any such Person may have expressly agreed and except that
any such owner shall be fully liable, to the extent provided by applicable law,
for any unpaid consideration for stock, unpaid capital contribution or failure
to pay any installment or call owing to such entity.

SECTION 12.18. Inspection. The Issuer agrees that, on
reasonable prior notice, it will permit any repre-

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sentative of the Trustee, during the Issuer's normal business hours, to examine
all the books of account, records, reports, and other papers of the Issuer, to
make copies and extracts therefrom, to cause such books to be audited by
Independent certified public accountants, and to discuss the Issuer's affairs,
finances, and accounts with the Issuer's officers, employees, and Independent
certified public accountants, all at such reasonable times and as often as may
be reasonably requested. The Trustee shall and shall cause its representatives
to hold in confidence all such information except to the extent disclosure may
be required by law (and all reasonable applications for confidential treatment
are unavailing) and except to the extent that the Trustee may reasonably
determine that such disclosure is consistent with its obligations hereunder.
Any expenses incident to the exercise by the Trustee of any right under this
Section 12.18 shall be borne by the Trustee; provided that if an audit is made
during the continuance of an Event of Default, the expense incident to such
audit shall be borne by the Issuer.

-99-
106

IN WITNESS WHEREOF, the Issuer and the Trustee have caused
this Indenture to be duly executed by their respective officers, thereunto duly
authorized all as of the day and year first above written.

BROADWAY RECEIVABLES, INC.

By_______________________
Name:
Title:

BANKERS TRUST COMPANY,
as Trustee

By________________________
Name:
Title:

-100-
107
EXHIBIT C-1

FORM OF TRANSFEROR'S CERTIFICATE

Broadway Receivables, Inc.
___ % Subordinated Credit Card Notes, Class __, Due 199_

The undersigned, a duly authorized representative of
_________________________ (the "Transferor"), pursuant to the Indenture dated
as of September __, 1994 (the "Indenture") between Broadway Receivables, Inc.
(the "Issuer") and Bankers Trust Company, as trustee (the "Trustee"), does
hereby certify to the Issuer and the Trustee that:

1. The undersigned is duly authorized to execute and
deliver this Certificate to the Trustee and to the
Issuer.

2. This Certificate is delivered pursuant to Section
2.07 of the Indenture.

3. In connection with the transfer (the "Transfer") of
a Note in the aggregate principal amount of
$____________ from the Transferor to
_____________________ (the "Transferee"),

(a) the Transferor reasonably believes that Transferee is
a Qualified Institutional Buyer as defined in Rule
144A ("Rule 144A") under the Securities Act of 1933,
as amended; and

(b) the Transfer is being made in reliance upon the
exemption from registration provided in rule 144A.

IN WITNESS WHEREOF, the undersigned has duly executed this
certificate this ____ day of __________, 199_.

By___________________________
Name:
Title:

108
EXHIBIT C-2

109
EXHIBIT C-3

FORM OF LETTER TO BE DELIVERED BY ACCREDITED INVESTORS

We are delivering this letter in connection with an offering of 7.55%
Subordinated Credit Card Notes, Class A, Due 1999 (the "Class A Notes") and the
11% Subordinated Credit Card Notes, Class B, Due 1999 (the "Class B Notes," and
together with the Class A Notes, collectively the "Notes") of Broadway
Receivables, Inc., a Delaware corporation (the "Issuer"), all as described in
the Offering Memorandum (the "Offering Memorandum") relating to the offering.

We hereby confirm that:

(i) we are an "accredited investor" within the meaning of
Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities
Act of 1933, as amended (the "Securities Act"), or an entity in which
all of the equity owners are accredited investors within the meaning
of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the
Securities Act (an "Institutional Accredited Investor");

(ii) (A) any purchase of the Notes by us will be for our own
account or for the account of one or more other Institutional
Accredited Investors or as fiduciary for the account of one or more
trusts, each of which is an "accredited investor" within the meaning
of Rule 501(a)(7) of Regulation D under the Securities Act and for
each of which we exercise sole investment discretion or (B) we are a
"bank," within the meaning of Section 3(a)(2) of the Securities Act,
or a "savings and loan association" or other institution described in
Section 3(a)(5)(A) of the Securities Act that is acquiring the Notes
as fiduciary for the account of one or more institutions for which we
exercise sole investment discretion;

(iii) in the event that we purchase any of the Notes, we will
acquire Notes having a minimum purchase price of $1,000,000 for our
own account or for any separate account for which we are acting;

110
EXHIBIT C-3
Page 2

(iv) we have such knowledge and experience in financial and
business matters that we are capable of evaluating the merits and
risks of purchasing the Notes;

(v) we are not acquiring the Notes with a view to any
distribution thereof or with any present intention of offering or
selling any of the Notes in a transaction that would violate the
Securities Act or the securities laws of any State of the United
States or any other applicable jurisdiction; provided that the
disposition of our property and the property of any accounts for which
we are acting as fiduciary shall remain at all times within our
control; and

(vi) we have received a copy of the Offering Memorandum and
acknowledge that we have had access to such financial and other
information, and have been afforded the opportunity to ask such
questions of representatives of the Issuer and receive answers
thereto, as we deem necessary in connection with our decision to
purchase the Notes.

We understand that the Notes are being offered in a transaction not
involving any public offering within the meaning of the Securities Act and that
the Notes have not been registered under the Securities Act, and we agree, on
our own behalf and on behalf of each account for which we acquire any Notes,
that such Notes may be offered, resold, pledged or otherwise transferred only
(i) inside the United States, to a person who we reasonably believe is a
qualified institutional buyer (as defined in Rule 144A under the Securities
Act) in a transaction meeting the requirements of Rule 144A, or in accordance
with another exemption from the registration requirements of the Securities Act
(and based upon an opinion of counsel if the Issuer so requests), or (ii)
outside the United States in a transaction meeting the requirements of Rule 904
under the Securities Act and (iii) in each case, in accordance with any
applicable securities laws of any State of the United States or any other
applicable jurisdiction. We understand that The Depository Trust Company (as
depository of the Notes) or the registrar and transfer agent, as the case may
be, will not be required to accept for registration of transfer any Notes,
except upon presentation of evidence

111
EXHIBIT C-3
Page 3

satisfactory to the Issuer that the foregoing restrictions on transfer have
been complied with. We further understand that (a) we will, and each
subsequent holder is required to, notify any subsequent purchaser of the resale
restrictions set forth herein, and (b) the Notes will bear a legend reflecting
the substance of this paragraph.

We acknowledge that you, the Issuer and others will rely upon our
confirmations, acknowledgements and agreements set forth herein, and we agree
to notify you promptly in writing if any of our representations or warranties
herein ceases to be accurate and complete.

THIS LETTER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK.

__________________________________
(Name of Purchaser)

By________________________________
Name:
Title:
Address: