DESCRIPTION OF CERTAIN INDEBTEDNESS

Simultaneously with the consummation of the sale of the notes, Albecca repaid all amounts outstanding under, and retired, its existing principal credit facility, as described in "Use of Proceeds." As of November 29, 1998, Albecca and the subsidiary guarantors have outstanding certain purchase money financing obligations, which had an outstanding balance of $5.3 million. Such obligations rank senior in right of payment to the notes and subsidiary guarantees. In addition, the foreign subsidiaries have outstanding indebtedness under various foreign credit facilities, term notes and purchase money financing obligations, which had an aggregate outstanding balance of $61.8 million. Indebtedness of the foreign subsidiaries is effectively senior to the notes and the subsidiary guarantees.

The largest of Albecca's foreign credit facilities is the $7.5 million credit facility entered into by L-J Canada to fund its Canadian operations. Borrowings under the Canadian facility bear interest at rates ranging from LIBOR plus 0.75% to the Canadian prime rate and mature in August 2000. The Canadian facility is secured by all of the assets of L-J Canada. The Canadian facility is subject to certain customary financial and other covenants, including without limitation:

(1) financial reporting;

(2) funded indebtedness to total capitalization ratios;

(3) leverage ratio;

(4) tangible net worth; and

(5) limitations on indebtedness, contingent obligations, liens, loans, repayments of intercompany indebtedness, dividends, advances, investments, acquisitions, mergers and sale of assets.

As of November 29, 1998, approximately $2.3 million was outstanding under the Canadian facility.

Albecca's other foreign revolving credit facilities and term notes include a series of credit facilities used to finance working capital needs and acquisitions in the respective countries in which Albecca operates. These facilities range in size from less than $100,000 to $3.6 million. The indebtedness under these facilities generally bears interest at rates ranging from 2.0% to 19.0% per annum, as of August 30, 1998, and matures on various dates ranging through September 2017. Certain of these facilities are secured by assets of the respective borrowers, including accounts receivable, inventory, property or capital stock, and are generally subject to certain customary financial and other covenants, including repayment of intercompany indebtedness and payment of dividends.

As of the date of this prospectus, Albecca does not have a bank credit facility in place to fund its U.S. operations, although Albecca plans to enter into a senior bank credit facility to finance future working capital needs, capital expenditures and complementary acquisitions. At present, Albecca has not entered into any agreements, commitments or understandings with respect to such a credit facility. Subject to certain limitations, the indenture will permit Albecca and the subsidiary guarantors to incur additional indebtedness, including Senior Debt, as defined in the indenture. See "Risk Factors -- Liquidity and Need for Additional Financing" and "Description of the Notes -- Certain Covenants."

DESCRIPTION OF NOTES

You can find the definitions of certain terms used in this description under the subheading "Certain Definitions" on page 73. In this description, "Albecca" refers only to Albecca Inc. and not to any of its subsidiaries.

Albecca has issued the notes under an indenture among itself, the subsidiary guarantors and State Street Bank and Trust Company, as trustee. The terms of the notes include those stated in the indenture and those made part of the indenture by reference to the Trust Indenture Act of 1939.

The following description is a summary of the material provisions of the notes, the indenture, and the registration rights agreement entered into by Albecca when it entered into the indenture. It does not restate those documents in their entirety. We urge you to read the indenture, the notes and the registration rights agreement because they, and not this description, define your rights as holders of these notes. We have filed copies of the indenture, including a form of the notes, and the registration rights agreement as exhibits to the registration statement filed in connection with the exchange offer.

BRIEF DESCRIPTION OF THE NOTES AND THE SUBSIDIARY GUARANTEES

THE NOTES

These notes:

- are general unsecured obligations of Albecca;

- are guaranteed, jointly and severally, by the subsidiary guarantees;

- are subordinated in right of payment to all existing and future Senior Debt of Albecca; and

- are senior in right of payment to any future subordinated Indebtedness of Albecca.

THE SUBSIDIARY GUARANTEES

These notes are guaranteed by the following subsidiaries of Albecca, and in the future, by any additional subsidiary of Albecca that executes a subsidiary guarantee:

- Larson-Juhl US LLC;

- Larson-Juhl International LLC;

- Art Materials, Frames and Mouldings Company, Inc.;

- Robert F. de Castro, Inc.;

- Glass Corporation of America, Inc.;

- Art West, Inc.;

- Eastern Moulding, Inc.;

- Eastern Mouldings, Inc.;

- Larson-Juhl Australia L.L.C.;

- Larson-Juhl France L.L.C.;

- Larson-Juhl South Africa L.L.C.;

- Larson-Juhl Seoul L.L.C.;

- Larson-Juhl Korea L.L.C.; and

- Larson-Juhl Netherlands L.L.C.

The subsidiary guarantees of these notes:

- are general obligations of each subsidiary guarantor;

- are subordinated in right of payment to all existing and future Senior Debt of each subsidiary guarantor; and

- are senior in right of payment to any future subordinated Indebtedness of each subsidiary guarantor.

As of November 29, 1998, Albecca and the subsidiary guarantors had total Senior Debt of approximately $65.0 million. As discussed in detail below under "Subordination," payments on the notes and under the subsidiary guarantees will be subordinated to the payment of Senior Debt. The indenture permits us and the subsidiary guarantors to incur additional Senior Debt.

Unrestricted Subsidiaries will not be subject to many of the restrictive covenants in the indenture, and Unrestricted Subsidiaries will not guarantee these notes. As of the date of the indenture, only two of our subsidiaries are Unrestricted Subsidiaries. However, under certain circumstances, we are permitted to designate certain of our subsidiaries as Unrestricted Subsidiaries.

None of our foreign subsidiaries guarantee these notes. In the event of a bankruptcy, liquidation or reorganization of any of these non-guarantor subsidiaries, these non-guarantor subsidiaries will pay the holders of their debt and their trade creditors before they will be able to distribute any of their assets to us. Albecca and the guarantor subsidiaries generated 51% of our consolidated revenues in the twelve-month period ended August 30, 1998 and held 39% of our consolidated assets as of August 30, 1998. See footnote 15 to our consolidated financial statements included at the back of this prospectus for more detail about the division of our consolidated revenues and assets between our guarantor and non-guarantor subsidiaries.

PRINCIPAL, MATURITY AND INTEREST

We have issued notes with a maximum aggregate principal amount of $200.0 million, in denominations of $1,000 and integral multiples of $1,000. The notes will mature on August 15, 2008.

Interest on these notes will accrue at the rate of 10 3/4% a year and is payable semi-annually in arrears on February 15 and August 15, beginning on February 15, 1999. Albecca will make each interest payment to the holders of record of these notes on the immediately preceding February 1 and August 1.

Interest on these notes will accrue from the date of original issuance or, if interest has already been paid, from the date it was most recently paid. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.

METHODS OF RECEIVING PAYMENTS ON THE NOTES

If a holder has given wire transfer instructions to Albecca, we will make all principal, premium and interest payments on those notes in accordance with those instructions. All other payments on these notes will be made at the office or agency of the paying agent and registrar within New York City unless we elect to make interest payments by check mailed to the holders at their address set forth in the register of holders.

PAYING AGENT AND REGISTRAR FOR THE NOTES

The trustee will initially act as paying agent and registrar. We may change the paying agent or registrar without prior notice to the holders of the notes, and we or any of our subsidiaries may act as paying agent or registrar.

TRANSFER AND EXCHANGE

A holder may transfer or exchange notes in accordance with the indenture. The registrar and the trustee may require a holder, among other things, to furnish appropriate endorsements and transfer documents and we may require a holder to pay any taxes and fees required by law or permitted by the indenture. Albecca is not required to transfer or exchange any note selected for redemption. Also, Albecca is not required to transfer or exchange any note for a period of 15 days before a selection of notes to be redeemed.

The registered holder of a note will be treated as the owner of it for all purposes.

SUBSIDIARY GUARANTEES

The subsidiary guarantors unconditionally, jointly and severally guarantee Albecca's obligations under these notes. Each subsidiary guarantee is subordinated to the prior payment in full of all Senior Debt of that subsidiary guarantor. The obligations of each subsidiary guarantor under its subsidiary guarantee is limited as necessary to prevent that subsidiary guarantee from constituting a fraudulent conveyance under applicable law. See "Risk Factors -- Fraudulent Conveyance Matters."

A subsidiary guarantor may not sell or otherwise dispose of all or substantially all of its assets, or consolidate with or merge with or into another person, whether or not such subsidiary guarantor is the surviving person, unless:

(1) immediately after giving effect to that transaction, no Default or Event of Default exists; and

(2) either:

(a) the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger assumes all the obligations of that subsidiary guarantor pursuant to a supplemental indenture satisfactory to the trustee; or

(b) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of the indenture.

The subsidiary guarantee of a subsidiary guarantor will be released:

(1) in connection with any sale or other disposition of all or substantially all of its assets, including by way of merger or consolidation, if Albecca applies the Net Proceeds of that sale or other disposition in accordance with the applicable provisions of the indenture;

(2) in connection with any sale of all of the capital stock of a subsidiary guarantor, if Albecca applies the Net Proceeds of that sale in accordance with the applicable provisions of the indenture; or

(3) if Albecca designates any Restricted Subsidiary that is a subsidiary guarantor as an Unrestricted Subsidiary.

See "Certain Covenants -- Asset Sales."

SUBORDINATION

The payment of principal, interest and premium, if any, on these notes will be subordinated to the prior payment in full of all Senior Debt of Albecca.

The holders of Senior Debt will be entitled to receive payment in full of all Obligations due in respect of Senior Debt, including interest after the commencement of any such proceeding at the rate specified in the applicable Senior Debt, before the holders of notes will be entitled to receive any payment with respect to the notes, in the event of any distribution to creditors of Albecca:

(1) in a liquidation or dissolution of Albecca;

(2) in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to Albecca or its property;

(3) in an assignment for the benefit of creditors; or

(4) in any marshalling of Albecca's assets and liabilities.

However, holders of notes may receive and retain Permitted Junior Securities and payments made from the trust described under "-- Legal Defeasance and Covenant Defeasance".

Albecca also may not make any payment in respect of the notes, except in Permitted Junior Securities or from the trust described under "-- Legal Defeasance and Covenant Defeasance", if:

(1) a payment default on Designated Senior Debt occurs and is continuing beyond any applicable grace period; or

(2) any other default occurs and is continuing on Designated Senior Debt that permits holders of the Designated Senior Debt to accelerate its maturity and the trustee receives a notice of such default from Albecca or the holders of any Designated Senior Debt.

Payments on the notes may and will be resumed:

(1) in the case of a payment default, upon the date on which such default is cured or waived; and

(2) in case of a nonpayment default, the earlier of the date on which such nonpayment default is cured or waived or 179 days after the date on which the applicable Payment Blockage Notice is received, unless the maturity of any Designated Senior Debt has been accelerated.

No new Payment Blockage Notice may be delivered unless and until:

(1) 360 days have elapsed since the effectiveness of the immediately prior Payment Blockage Notice; and

(2) all scheduled payments of principal, premium and interest on the notes that have come due have been paid in full in cash.

No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the trustee will be, or be made, the basis for a subsequent Payment Blockage Notice unless such default shall have been cured or waived for a period of not less than 180 days.

Albecca must promptly notify holders of Senior Debt if payment of the notes is accelerated because of an Event of Default.

As a result of the subordination provisions described above, in the event of a bankruptcy, liquidation or reorganization of Albecca, holders of these notes may recover less ratably than creditors of Albecca who are holders of Senior Debt. See "Risk Factors -- Subordination."

                                                               PERCENTAGE OF
                            YEAR                              PRINCIPAL AMOUNT
                            ----                              ----------------
2003........................................................      105.375%
2004........................................................      103.583%
2005........................................................      101.792%
2006 and thereafter.........................................      100.00%

In addition, notwithstanding the above, at any time on or before August 15, 2001, Albecca may redeem up to 35% of the principal amount of the notes at a redemption price of 110.75% of the principal amount plus accrued interest and liquidated damages with the proceeds of one or more public offerings of Albecca common stock, provided:

(1) at least 65% in the aggregate principal amount of the notes originally issued remains outstanding; and

(2) the redemption must occur within 90 days of the closing of the public offerings of Albecca common stock.

NO MANDATORY REDEMPTION REQUIRED

Albecca is not required to make mandatory redemption or sinking fund payments with respect to the notes.

CERTAIN COVENANTS

Repurchase Upon Change of Control

If a Change of Control occurs, each holder of notes will have the right to require Albecca to repurchase all or any $1,000 increment of that holder's notes pursuant to the Change of Control Offer. In the Change of Control Offer, Albecca will offer a Change of Control Payment in cash equal to 101% of the aggregate principal amount of notes repurchased plus accrued and unpaid interest thereon to the date of purchase. Within 30 days following any Change of Control, Albecca will mail a notice to each holder describing the transaction or transactions that constitute the Change of Control. In that notice Albecca will offer to repurchase notes on the Change of Control Payment date specified in such notice, pursuant to the procedures required by the indenture and described in such notice. Albecca will comply with the requirements of Rule 14e-1 under the Exchange Act and applicable requirements of any other securities laws and regulations thereunder.

On the Change of Control Payment Date, Albecca will, to the extent lawful:

(1) accept for payment all notes or portions thereof properly tendered pursuant to the Change of Control Offer;

(2) deposit with the paying agent an amount equal to the Change of Control Payment for all notes or portions thereof so tendered; and

(3) deliver or cause to be delivered to the trustee the notes so accepted and an officers' certificate stating the aggregate principal amount of notes or portions thereof being purchased by Albecca.

The paying agent will promptly mail to each holder of notes so tendered the Change of Control Payment for such notes. The trustee will promptly authenticate and mail to each holder, or cause to be

transferred by book entry, a new note equal in principal amount to any unpurchased portion of the notes surrendered. Each such new note will be in a principal amount of $1,000 or multiple thereof.

Within 90 days following a Change of Control, and before complying with any of the provisions of the "Change of Control" covenant in the indenture, Albecca will either repay all outstanding Senior Debt, or obtain all required consents under agreements governing outstanding Senior Debt to permit the repurchase of notes required by this covenant. Albecca will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.

The provisions described above that require Albecca to make a Change of Control Offer will be applicable regardless of whether or not any other provisions of the indenture are applicable. Except as described above with respect to a Change of Control, the indenture does not contain provisions that permit the holders of the notes to require Albecca to repurchase or redeem the notes in the event of a takeover, recapitalization or similar transaction.

Albecca's outstanding Senior Debt currently prohibits it from purchasing any notes, and also provides that certain change of control events with respect to Albecca would constitute a default under the agreements governing the Senior Debt. Any future Albecca credit agreements or other Albecca agreements relating to Senior Debt may contain similar restrictions and provisions. If a Change of Control occurs at a time when Albecca is prohibited from purchasing notes, Albecca could seek the consent of its senior lenders to the purchase or could attempt to refinance the Senior Debt. If Albecca does not obtain such a consent or repay such borrowings, it will remain prohibited from purchasing notes. In such case, Albecca's failure to purchase tendered notes would constitute an Event of Default under the indenture. This in turn would constitute a default under such Senior Debt. In such circumstances, the subordination provisions in the indenture would likely restrict payments to the holders of notes.

Albecca will not be required to make a Change of Control Offer if:

(1) a third party makes the Change of Control Offer in compliance with the indenture requirements applicable to a Change of Control Offer made by Albecca; and

(2) the third party purchases all notes validly tendered and not withdrawn.

The definition of Change of Control includes a phrase relating to the sale, lease, transfer, conveyance or other disposition of "all or substantially all" of the assets of Albecca and its subsidiaries taken as a whole. Although there is a limited body of case law interpreting the phrase "substantially all," there is no precise established definition of the phrase under applicable law. Accordingly, holders of notes cannot be certain whether and when they can require Albecca to repurchase such notes as a result of a sale, lease, transfer, conveyance or other disposition of less than all of the assets of Albecca and its subsidiaries taken as a whole.

Asset Sales

Albecca will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless:

(1) Albecca or the Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets or Equity Interests issued or sold or otherwise disposed of;

(2) such fair market value is determined by Albecca's Board of Directors and evidenced by a resolution of the Board of Directors set forth in an officers' certificate delivered to the trustee; and

(3) at least 75% of the consideration therefor received by Albecca or such Restricted Subsidiary is in the form of cash. For purposes of this provision, each of the following shall be deemed to be cash:

(a) any liabilities, as shown on Albecca's or such Restricted Subsidiary's most recent balance sheet, assumed by the transferee of any such assets pursuant to a customary novation

agreement that releases the obligor from further liability, other than contingent liabilities and liabilities which by their terms are subordinated to the notes or any subsidiary guarantee; and

(b) any securities, notes or other obligations received by Albecca or any such Restricted Subsidiary from such transferee that are converted into cash by Albecca or such Restricted Subsidiary within 180 days following the closing of such Asset Sale, to the extent of the cash received.

Within 360 days after the receipt of any Net Proceeds from an Asset Sale, Albecca or the Restricted Subsidiary may apply such Net Proceeds at its option:

(1) to permanently repay or retire Senior Debt;

(2) to acquire all or substantially all of the assets of, or a majority of the Capital Stock of, another Permitted Business, if such person becomes a Restricted Subsidiary;

(3) to make a capital expenditure; or

(4) to acquire other long-term assets that are used or useful in a Permitted Business.

Pending the final application of any such Net Proceeds, Albecca may temporarily reduce revolving credit borrowings or otherwise invest such Net Proceeds in any manner not prohibited by the indenture.

Any Net Proceeds from Asset Sales not applied or invested as provided above will constitute Excess Proceeds. When the aggregate amount of Excess Proceeds exceeds $10.0 million, Albecca must make an offer to all holders of notes to purchase or redeem with the Excess Proceeds the maximum principal amount of notes that may be purchased out of the Excess Proceeds. Albecca must also make the Asset Sale Offer to holders of Indebtedness that is pari passu with the notes, that is, Indebtedness ranking equal to the notes as to right of payment, and those holders will have a right to participate on a pro rata basis. The offer price in any Asset Sale Offer will be equal to 100% of principal amount plus accrued and unpaid interest, if any, to the date of purchase, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, Albecca may use such Excess Proceeds for any purpose not otherwise prohibited by the indenture. If the aggregate principal amount of notes and such other pari passu Indebtedness tendered in an Asset Sale Offer exceeds the amount of Excess Proceeds, the trustee shall select the notes and such other pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero.

Restricted Payments

Albecca will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly

(1) declare or pay any dividend or make any other payment or distribution (a) on account of Albecca's or any of its Restricted Subsidiaries' Equity Interests or (b) to the direct or indirect holders of Albecca's or any of its Restricted Subsidiaries' Equity Interests in their capacity as such, other than dividends or distributions payable in Albecca Equity Interests other than Disqualified Stock, or dividends or distributions payable to Albecca or a Restricted Subsidiary of Albecca,

(2) purchase, redeem or otherwise acquire or retire for value any Equity Interests of Albecca or any Restricted Subsidiary other than any such Equity Interests owned by Albecca or any Restricted Subsidiary of Albecca;

(3) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is subordinated to the notes except a payment of interest or principal at the stated maturity thereof, or

(4) make any Restricted Investment,

all such payments and other actions set forth in clauses (1) through (4) being collectively referred to as Restricted Payments, unless, at the time of and after giving effect to such Restricted Payment:

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

(2) after giving pro forma effect to the Restricted Payment as if such Restricted Payment had been incurred at the beginning of the applicable four-quarter period, Albecca would have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test described in the first paragraph under "-- Incurrence of Indebtedness and Issuance of Preferred Stock" below; and

(3) such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by Albecca and its Restricted Subsidiaries after August 11, 1998, excluding Restricted Payments permitted by clauses
(2) and (3) on the next page, is less than the sum, without duplication, of:

(a) 50% of the Consolidated Net Income of Albecca for the period, taken as one accounting period, from the beginning of the first fiscal quarter commencing after August 11, 1998 to the end of Albecca's most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment, or, if such Consolidated Net Income for such period is a deficit, less 100% of such deficit; plus

(b) 100% of the aggregate Qualified Proceeds received by Albecca from contributions to its common equity capital or from the issue or sale of Equity Interests of Albecca other than Disqualified Stock, or from the issue or sale of Disqualified Stock or debt securities of Albecca that have been converted into or exchanged for such Equity Interests, other than Equity Interests or Disqualified Stock or debt securities sold to a subsidiary of Albecca; plus

(c) to the extent that any Restricted Investment that was made after August 11, 1998 is sold for Qualified Proceeds or otherwise liquidated or repaid, the lesser of (1) the Qualified Proceeds with respect to such Restricted Investment, less the cost of disposition, if any, and (2) the initial amount of such Restricted Investment; plus

(d) upon the redesignation of an Unrestricted Subsidiary to a Restricted Subsidiary, the lesser of (1) the fair market value of the subsidiary or (2) the aggregate amount of all investments made in the subsidiary; plus

(e) $1.0 million.

The preceding provisions will not prohibit:

(1) the payment of any dividend within 60 days after the date of declaration thereof, if at said date of declaration such payment would have complied with the provisions of the indenture;

(2) the redemption, repurchase, retirement, defeasance or other acquisition of any subordinated Indebtedness or Equity Interests of Albecca or any subsidiary guarantor in exchange for, or out of the net cash proceeds of the substantially concurrent sale of, Equity Interests of Albecca other than Disqualified Stock, other than to a Restricted Subsidiary of Albecca, provided that the amount of any such net cash proceeds that are used for any such redemption, repurchase, retirement, defeasance or other acquisition shall be excluded from clause (3) (b) of the preceding paragraph;

(3) the defeasance, redemption, repurchase, retirement or other acquisition of subordinated Indebtedness in exchange for, or with the net cash proceeds from an incurrence of Permitted Refinancing Indebtedness;

(4) the payment of any dividend by a Restricted Subsidiary of Albecca to the holders of its common Equity Interests on a pro rata basis;

(5) so long as no Default or Event of Default shall have occurred and is continuing, the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of Albecca or any Restricted Subsidiary of Albecca held by any member of Albecca's or any of its subsidiaries' management, employees or consultants pursuant to any management, employee or consultant equity subscription agreement or plan or stock option agreement or stock plan, provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests shall not exceed

(a) U.S. $1.0 million in any twelve-month period, and

(b) in the aggregate, the sum of $5.0 million plus the aggregate cash proceeds received by Albecca from the reissuance of Equity Interests by Albecca to members of management of Albecca and its subsidiaries,

provided that such cash proceeds shall be excluded from clause (3)(b) of the preceding paragraph; and

(6) the payment of Permitted Quarterly Tax Distributions to the holders of Capital Stock of Albecca as described below.

As long as Albecca is an S corporation or a substantially similar pass-through entity for federal income tax purposes, Albecca may make distributions to its shareholders, during each Quarterly Payment Period, in an aggregate amount not to exceed the Permitted Quarterly Tax Distribution in respect of the related Estimation Period. If any portion of a Permitted Quarterly Tax Distribution is not distributed during such Quarterly Payment Period, subsequent Permitted Quarterly Tax Distributions shall be increased by such undistributed portion.

Within 30 days following Albecca's filing of Internal Revenue Service Form 1120S for the immediately preceding taxable year, or within 30 days of a redetermination of the taxable income of Albecca as a result of a final agreement with a tax authority, the Tax CPA shall file with the trustee a written statement indicating in reasonable detail the calculation of the True-up Amount. In the case of a True-up Amount due to the shareholders, the Permitted Quarterly Tax Distribution payable during the immediately following Quarterly Payment Period shall be increased by such True-up Amount. In the case of a True-up Amount due to Albecca, the Permitted Quarterly Tax Distribution payable during the immediately following Quarterly Payment Period shall be reduced by such True-up Amount and the excess, if any, of such True-up Amount over such Permitted Quarterly Tax Distribution shall be applied to reduce the immediately following Permitted Quarterly Tax Distributions until such True-up Amount is entirely offset.

The amount of all Restricted Payments other than cash shall be the fair market value on the date of the Restricted Payment of the assets or securities proposed to be transferred or issued by Albecca or such Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment. The fair market value of any assets or securities that are required to be valued by this covenant shall be determined by the Board of Directors, whose resolution with respect thereto shall be delivered to the trustee. The Board of Directors' determination must be based upon an opinion or appraisal issued by an accounting, appraisal or investment banking firm of national standing if the fair market value exceeds $1.0 million. Not later than the date of making any Restricted Payment, Albecca shall deliver to the trustee an officers' certificate stating that such Restricted Payment is permitted and setting forth the basis upon which the calculations required by this "Restricted Payments" covenant were computed, together with a copy of any fairness opinion or appraisal required by the indenture.

Incurrence of Indebtedness and Issuance of Preferred Stock

Albecca will not, and will not permit any of its Restricted Subsidiaries to create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to any Indebtedness, including Acquired Debt, and neither Albecca nor any subsidiary guarantor will issue any Disqualified Stock and will not permit any of its Restricted Subsidiaries to issue any shares of preferred stock. However, Albecca and any Restricted Subsidiary may incur Indebtedness, including Acquired Debt, or issue Disqualified Stock, if the Fixed Charge Coverage Ratio would have been at least 2.0 to 1.0 for

Albecca's most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock is issued. Such Fixed Charge Coverage Ratio would be determined on a pro forma basis, including a pro forma application of the net proceeds therefrom, as if the additional Indebtedness had been incurred, or the Disqualified Stock had been issued, as the case may be, at the beginning of such four-quarter period.

The covenant described in this section allows the incurrence of any of the following items of Indebtedness:

(1) Indebtedness under Credit Facilities, or the guarantee of Company Indebtedness by the subsidiary guarantors, to the extent the aggregate principal amount of all Indebtedness of Albecca and the subsidiary guarantors outstanding under this clause, after giving effect to such incurrence, does not exceed an amount equal to $65.0 million less the aggregate amount of all optional or mandatory principal repayments thereunder constituting permanent reductions of such Indebtedness contemplated under the caption "Asset Sales";

(2) Indebtedness represented by the notes and the subsidiary guarantees;

(3) Indebtedness represented by capital lease obligations, mortgage financings or purchase money obligations, in each case incurred for the purpose of financing all or any part of the purchase price or cost of construction or improvement of property, plant or equipment used in the business of Albecca or such Restricted Subsidiary, in an aggregate principal amount not to exceed $7.5 million at any time outstanding;

(4) other indebtedness of Albecca and its Restricted Subsidiaries outstanding on the August 11, 1998;

(5) Permitted Refinancing Indebtedness incurred in exchange for, or the net proceeds of which are used to refund, refinance or replace, Indebtedness, other than intercompany Indebtedness, that was permitted by the indenture to exist or be incurred;

(6) intercompany Indebtedness between or among Albecca and any of its wholly owned Restricted Subsidiaries, or intercompany Indebtedness by a Restricted Subsidiary that is not a wholly owned Restricted Subsidiary to Albecca or a wholly owned Restricted Subsidiary, provided, however, that:

(a) if Albecca or any subsidiary guarantor is the obligor on such Indebtedness, such Indebtedness must be expressly subordinated to the prior payment in full in cash of all Obligations with respect to the notes in the case of Albecca, or the subsidiary guarantee of such subsidiary guarantor in the case of a subsidiary guarantor; and

(b) (1) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than Albecca or a wholly owned Restricted subsidiary thereof and (2) any sale or other transfer of any such Indebtedness to a Person that is not either Albecca or a wholly owned Restricted Subsidiary of Albecca, shall be deemed, in each case, to constitute an incurrence of such Indebtedness by Albecca or such subsidiary, as the case may be, that was not permitted by this clause (6);

(7) Hedging Obligations incurred for the purpose of fixing or hedging

(a) interest rate risk with respect to any floating rate Indebtedness that is permitted by the terms of this indenture;

(b) the value of foreign currencies purchased or received by Albecca in the ordinary course of business; or

(c) the price of raw materials used by Albecca or its Restricted Subsidiaries in a Permitted Business;

(8) Indebtedness arising from agreements of Albecca or a Restricted Subsidiary providing for indemnification, adjustment of purchase price or similar obligations, in each case, incurred or assumed in connection with the disposition of any business, assets or Capital Stock of a Restricted Subsidiary, to the extent that the amount of any such Indebtedness does not exceed 25% of the gross proceeds of such disposition;

(9) the guarantee by Albecca or any of the Restricted Subsidiaries of Indebtedness of Albecca or a Restricted Subsidiary that was permitted to be incurred by another provision of the covenant described in this section;

(10) Acquired Debt in an aggregate principal amount at any time outstanding not to exceed $10.0 million;

(11) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn against insufficient funds in the ordinary course of business, or intentionally drawn in the case of daylight overdrafts, provided, however, that such Indebtedness is extinguished within five business days of incurrence; and

(12) additional Indebtedness, which may be under Credit Facilities, in an aggregate principal amount or accreted value, as applicable, at any time outstanding, including all Indebtedness incurred to refund, refinance or replace any Indebtedness incurred pursuant to this clause (12), not to exceed $20.0 million,

For purposes of determining compliance with the covenant described in this section, if an item of proposed Indebtedness meets the criteria of more than one of the categories of Permitted Debt described above, or is entitled to be incurred pursuant to the first paragraph of this section under the 2.0 to 1.0 test, Albecca will be permitted to classify such item of Indebtedness on the date of its incurrence in any manner that complies with the covenant, and such item of Indebtedness will be treated as having been incurred either pursuant to only one of such clauses or the first paragraph of this section.

Liens

Albecca will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume or suffer to exist any Lien of any kind securing Indebtedness or trade payables on any asset now owned or hereafter acquired, except Permitted Liens unless the notes are secured by such Lien on an equal and ratable basis.

Dividend and Other Payment Restrictions Affecting Subsidiaries

Albecca will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist any encumbrance or restriction on the ability of any Restricted Subsidiary to:

(1) pay dividends or make any other distributions on its Capital Stock to Albecca or any of the Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness owed to Albecca or any of the Restricted Subsidiaries;

(2) make loans or advances to Albecca or any of the Restricted Subsidiaries;

(3) guarantee any Indebtedness of Albecca or any Restricted Subsidiary; or

(4) transfer any of its properties or assets to Albecca or any of the Restricted Subsidiaries.

However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of:

(1) Existing Indebtedness as in effect on the date of the indenture and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supple-

ments, refundings, replacement or refinancings taken as a whole are no more restrictive, with respect to such dividend and other payment restrictions, than those contained in such Existing Indebtedness;

(2) the indenture and the notes;

(3) applicable law or any applicable rules, regulation or order;

(4) any agreement or instrument governing Indebtedness or Capital Stock of a Person acquired by Albecca or any of its Restricted Subsidiaries as in effect at the time of such acquisition except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition, which encumbrance or restriction is not applicable to any Person or the properties or assets of any Person, other than the Person or the property or assets of the Person so acquired, provided that in the case of Indebtedness, such Indebtedness was permitted by the terms of the indenture to be incurred;

(5) customary non-assignment provisions in leases entered into in the ordinary course of business and consistent with past practices;

(6) purchase money obligations for property acquired in the ordinary course of business that impose restrictions on the property so acquired of the nature described in clause (4) of the preceding paragraph;

(7) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; or

(8) contracts for the sale of assets containing customary restrictions with respect to a subsidiary pursuant to an agreement that has entered into for the sale or disposition of all or substantially all of the Capital Stock or the assets of such subsidiary.

Merger, Consolidation or Sale of Assets

Albecca may not, directly or indirectly consolidate or merge with or into another Person, whether or not Albecca is the surviving corporation, or sell, assign, transfer, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to another Person, unless:

(1) either Albecca is the surviving corporation, or the Person formed by or surviving any such consolidation or merger, if other than Albecca, or to which such sale, assignment, transfer, conveyance or other disposition shall have been made, is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia;

(2) the Person formed by or surviving any such consolidation or merger, if other than Albecca, or the Person to which such sale, assignment, transfer, conveyance or other disposition shall have been made, assumes all the obligations of Albecca under the notes and the indenture pursuant to agreements reasonably satisfactory to the trustee;

(3) immediately after such transaction no Default or Event of Default exists; and

(4) except in the case of a merger of Albecca with or into a wholly owned Restricted Subsidiary of Albecca, Albecca or the Person formed by or surviving any such consolidation or merger, if other than Albecca, will on the date of such transaction after giving pro forma effect thereto as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the 2.0 to 1.0 test described in the first paragraph of "-- Incurrence of Indebtedness and Issuance of Preferred Stock" above.

Transactions with Affiliates

Albecca will not, and will not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or

assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate, unless:

(1) such Affiliate Transaction is on terms that are no less favorable to Albecca or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by Albecca or such Restricted Subsidiary with an unrelated Person; and

(2) Albecca delivers to the trustee:

(a) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $2.0 million, a resolution of the Board of Directors set forth in an officers' certificate certifying that such Affiliate Transaction complies with this covenant and that such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors; and

(b) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $10.0 million, an opinion as to the fairness to the holders of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing.

The following items shall not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of the prior paragraph:

(1) any employment agreement, stock option or other compensation agreement or plan and other reasonable fees, compensation, benefits and indemnities paid or entered into by Albecca or any of its Restricted Subsidiaries in the ordinary course of business to or with the officers, directors or employees of Albecca or its Restricted Subsidiaries, other than an increase of more than 10% in the annual base compensation or a bonus in excess of two times the base salary of Craig A. Ponzio;

(2) transactions between or among Albecca and/or its Restricted Subsidiaries;

(3) Restricted Payments that are permitted by the provisions of the indenture described above under "-- Restricted Payments;"

(4) transactions with suppliers or customers in the ordinary course of business; and

(5) the current lease on Albecca's Atlanta headquarters, any payments thereunder, and any changes to the lease to the extent that such changes comply with item (1) in the preceding paragraph.

Limitation on Layering Debt

Albecca will not incur, create, issue, assume, guarantee or otherwise become liable for any Indebtedness that is subordinate or junior in right of payment to any Senior Debt of Albecca and senior in any respect in right of payment to the notes. No subsidiary guarantor will incur, create, issue, assume, guarantee or otherwise become liable for any Indebtedness that is subordinate or junior in right of payment to any Senior Debt of such subsidiary guarantor and senior in any respect in right of payment to such subsidiary guarantor's subsidiary guarantee.

Business Activities

Albecca will not, and will not permit any Restricted Subsidiary to, engage in any business other than Permitted Businesses.

Reports

Whether or not required by the SEC, so long as any notes are outstanding, Albecca will furnish to the holders of notes, within the time periods specified in the SEC's rules and regulations:

(1) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if Albecca were required to file such forms, including a "Management's Discussion and Analysis of Financial Condition and Results of Operations" and, with respect to the annual information only, a report on the annual financial statements by Albecca's certified independent accountants; and

(2) all current reports that would be required to be filed with the SEC on Form 8-K if Albecca were required to file such reports.

In addition, whether or not required by the SEC, Albecca will file a copy of all of the information and reports referred to in clauses (1) and (2)above with the SEC within the time periods specified in the SEC's rules and regulations, unless the SEC will not accept such a filing, and make such information available to securities analysts and prospective investors upon request.

EVENTS OF DEFAULT AND REMEDIES

Each of the following is an Event of Default:

(1) default for 30 days in the payment when due of interest on the notes, whether or not prohibited by the subordination provisions of the indenture;

(2) default in payment when due of the principal of or premium, if any, on the notes, whether or not prohibited by the subordination provisions of the indenture;

(3) failure by Albecca or any of its Restricted Subsidiaries, for 30 days after notice by the trustee or by the holders of at least 25% in principal amount of the notes then outstanding, to comply with the provisions described above under "-- Change of Control," "-- Asset Sales," "-- Restricted Payments" or "-- Incurrence of indebtedness and Issuance of Preferred Stock";

(4) failure by Albecca or any of its Restricted Subsidiaries, for 60 days after notice by the trustee or the holders of at least 25% in principal amount of the notes then outstanding, to comply with any of the other agreements in the indenture or the notes;

(5) default under any mortgage, indenture or instrument related to any indebtedness for money borrowed by Albecca or any of its Restricted Subsidiaries, or the payment of which is guaranteed by Albecca or any of its Restricted Subsidiaries, whether such indebtedness or guarantee now exists or is created after the date of the indenture, if that default:

(a) is caused by a failure to pay principal of or premium, if any, or interest on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default; or

(b) results in the acceleration of such Indebtedness prior to its express maturity,

and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $7.5 million or more; and

(6) failure by Albecca or any of its Restricted Subsidiaries to pay final judgments totalling more than $7.5 million, which judgments are not paid, discharged or stayed for a period of 60 days;

(7) except as permitted by the indenture, any subsidiary guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and

effect, or any subsidiary guarantor, or any Person acting on behalf of any subsidiary guarantor, shall deny or disaffirm its obligations under its subsidiary guarantee; and

(8) certain events of bankruptcy or insolvency with respect to Albecca or any of its significant subsidiaries.

All outstanding notes will become due and payable immediately in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to Albecca, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary. Significant Subsidiary is defined in SEC Regulation S-X. If any other Event of Default occurs and is continuing, the trustee or the Holders of at least 25% in principal amount of the then outstanding notes may declare all the notes to be due and payable immediately.

Holders of the notes may not enforce the indenture or the notes except as provided in the indenture. Subject to certain limitations, holders of a majority in principal amount of the then outstanding notes may direct the trustee in its exercise of any trust or power. The trustee may withhold from holders of the notes notice of any continuing Default or Event of Default, except a Default or Event of Default relating to the payment of principal or interest, if it determines that withholding notice is in their interest.

The holders of a majority in aggregate principal amount of the notes then outstanding, by notice to the trustee, may on behalf of the holders of all of the notes waive any existing Default or Event of Default and its consequences under the indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the notes.

Albecca is required to deliver to the trustee annually a statement regarding compliance with the indenture. Upon becoming aware of any Default or Event of Default, Albecca is required to deliver to the trustee a statement specifying such Default or Event of Default.

NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES AND STOCKHOLDERS

No director, officer, employee, incorporator or stockholder of Albecca or any subsidiary guarantor, as such, shall have any liability for any obligations of Albecca or the subsidiary guarantors under the notes, the indenture, the subsidiary guarantees, the registration rights agreement or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each holder of notes by accepting a note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the notes. The waiver may not be effective to waive liabilities under the federal securities laws.

LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Albecca may, at its option and at any time, elect to effect legal defeasance. This means that all of its obligations would be discharged with respect to the outstanding notes and all obligations of the subsidiary guarantors would be discharged with respect to their subsidiary guarantees except for:

(1) the rights of holders of outstanding notes to receive payments in respect of the principal of, premium, if any, and interest on such notes when such payments are due from the trust referred to below;

(2) Albecca's obligations with respect to the notes concerning issuing temporary notes, registration of notes, mutilated, destroyed, lost or stolen notes and the maintenance of an office or agency for payment and money for security payments held in trust;

(3) the rights, powers, trusts, duties and immunities of the trustee, and Albecca's obligations in connection therewith; and

(4) the legal defeasance provisions of the indenture.

In addition, Albecca may, at its option and at any time, elect to effect covenant defeasance. This means that all the obligations of Albecca and the subsidiary guarantors would be released with respect to certain covenants that are described in the indenture and thereafter any failure to comply with those

covenants shall not constitute a Default or Event of Default with respect to the notes. In the event covenant defeasance occurs, certain events described under "Events of Default," not including non-payment, bankruptcy, receivership, rehabilitation and insolvency events, will no longer constitute an Event of Default with respect to the notes.

In order to exercise either legal defeasance or covenant defeasance:

(1) Albecca must irrevocably deposit with the trustee, in trust, for the benefit of the holders of the notes, cash in U.S. dollars, non-callable government securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, premium, if any, and interest and liquidated damages on the outstanding notes on the stated maturity or on the applicable redemption date, as the case may be, and Albecca must specify whether the notes are being defeased to maturity or to a particular redemption date;

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

(3) in the case of covenant defeasance, Albecca shall have delivered to the trustee an opinion of counsel reasonably acceptable to the trustee confirming that the holders of the outstanding notes will not recognize income, gain or loss for federal income tax purposes as a result of such covenant defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred;

(4) no Default or Event of Default shall have occurred and be continuing either on the date of such deposit, other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit, or at any time in the period ending on the 91st day after the date of deposit, insofar as Events of Default from bankruptcy or insolvency events are concerned;

(5) such legal defeasance or covenant defeasance will not result in a breach or violation of, or constitute a default under any material agreement or instrument, other than the indenture, to which Albecca or any of its Restricted Subsidiaries is a party or by which Albecca or any of its Restricted Subsidiaries is bound;

(6) Albecca must have delivered to the trustee an opinion of counsel to the effect that after the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally;

(7) Albecca must deliver to the trustee an officers' certificate stating that the deposit was not made by Albecca with the intent of preferring the holders of notes over the other creditors of Albecca with the intent of defeating, hindering, delaying or defrauding creditors of Albecca or others; and

(8) Albecca must deliver to the trustee an officers' certificate and an opinion of counsel, each stating that all conditions precedent relating to the legal defeasance or the covenant defeasance have been complied with.

AMENDMENT, SUPPLEMENT AND WAIVER

Without the consent of each note holder affected, an amendment or waiver may not:

(1) reduce the principal amount of notes whose holders must consent to an amendment, supplement or waiver;

(2) reduce the principal of or change the fixed maturity of any note or alter the provisions with respect to the redemption of the notes, other than provisions relating to the covenants described above under "-- Certain Covenants";

(3) reduce the rate of or change the time for payment of interest on any note;

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

(5) make any note payable in money other than that stated in the notes;

(6) make any change in the provisions of the indenture relating to waivers of past Defaults or the rights of holders of notes to receive payments of principal of or premium, if any, or interest on the notes;

(7) waive a redemption payment with respect to any note, other than a payment required by one of the covenants described above under "-- Certain Covenants"; or

(8) make any change in the preceding amendment and waiver provisions.

In addition, any amendment to, or waiver of, the provisions of the indenture relating to subordination or that adversely affects the rights of the holders of the notes will require the consent of the holders of at least 75% in aggregate principal amount of notes then outstanding. Notwithstanding the preceding, without the consent of any holder of notes, Albecca and the trustee may amend or supplement the indenture or the notes:

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

(2) to provide for uncertificated notes in addition to or in place of certificated notes;

(3) to provide for the assumption of Albecca's obligations to holders of notes in the case of a merger or consolidation or sale of all or substantially all of Albecca's assets;

(4) to make any change that would provide any additional rights or benefits to the holders of notes or that does not adversely affect the legal rights under the indenture of any such holder; or

(5) to comply with requirements of the SEC in order to effect or maintain the qualification of the indenture under the Trust Indenture Act.

CONCERNING THE TRUSTEE

If the trustee becomes a creditor of Albecca or any subsidiary guarantor, the indenture limits its right to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise. The trustee will be permitted to engage in other transactions but if it acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the SEC for permission to continue, or resign.

The holders of a majority in principal amount of the then outstanding notes will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the trustee, subject to certain exceptions. The indenture provides that in case an Event of Default shall occur and be continuing, the trustee will be required, in the exercise of its power, to use the degree of care of a prudent man in the conduct of his own affairs. Subject to such provisions, the trustee will be under no obligation to exercise any of its rights or powers under the indenture at the request of any holder of notes, unless such holder shall have offered to the trustee security and indemnity satisfactory to it against any loss, liability or expense.

BOOK-ENTRY; DELIVERY; FORM AND TRANSFER

The notes were offered and sold to qualified institutional buyers in reliance on Rule 144A. The notes will be issued in registered, global form in minimum denominations of $1,000 principal amount at maturity and integral multiples of $1,000 in excess thereof.

The global notes will be deposited upon issuance with the trustee as custodian for DTC, in New York, New York, and registered in the name of DTC or its nominee, in each case for credit to an account of a direct or indirect participant in DTC as described below.

Except as set forth below, the global notes may be transferred, in whole and not in part, only to another nominee of DTC or to a successor of DTC or its nominee. Beneficial interests in the global notes may not be exchanged for notes in certificated form except in the limited circumstances described below. See "-- Exchange of Book-Entry for Certificated Notes."

In addition, transfer of beneficial interests in the global notes will be subject to the applicable rules and procedures of DTC and its direct or indirect participants, including, if applicable, those of Euroclear and CEDEL, which may change from time to time.

Initially, the trustee will act as paying agent and registrar with respect to the notes. The notes may be presented for registration of transfer and exchange at the offices of the registrar.

DEPOSITARY PROCEDURES

DTC has advised Albecca that DTC is a limited-purpose trust company created to hold securities for its participating organizations which are called "direct participants" and to facilitate the clearance and settlement of transactions in those securities between direct participants through electronic book-entry changes in accounts of participants. The direct participants include securities brokers and dealers, including the initial purchasers of the notes, banks, trust companies, clearing corporations and certain other organizations, including Euroclear and Cedel. Access to DTC's system is also available to other entities called "indirect participants" that clear through, or maintain a direct or indirect custodial relationship with, a direct participant.

DTC has advised Albecca that, pursuant to DTC's procedures:

(1) upon deposit of the global notes, DTC will credit the accounts of the direct participants designated by the initial purchasers of the notes with portions of the principal amount of the global notes that have been allocated to them by the initial purchasers; and

(2) DTC will maintain records of the ownership interests of such direct participants in the global notes and the transfer of ownership interests by and between direct participants. DTC will not maintain records of the ownership interests of, or the transfer of ownership interests by and between, indirect participants or other owners of beneficial interests in the global notes. Direct participants and indirect participants must maintain their own records of the ownership interests of, and the transfer of ownership interests by and between, indirect participants and other owners of beneficial interests in the global notes.

Investors in the U.S. global notes may hold their interests therein directly through DTC if they are direct participants in DTC or indirectly through organizations that are direct participants in DTC. Investors in the Reg S Temporary Global Notes may hold their interests therein directly through Euroclear or CEDEL or indirectly through organizations that are participants in Euroclear or CEDEL. After the expiration of the 40-Day restricted period, but not earlier, investors may also hold interests in the Reg S permanent global notes through organizations other than Euroclear and CEDEL that are direct participants in the DTC system. Morgan Guaranty Trust Company of New York, Brussels office is the operator and depository of Euroclear and Citibank, N.A. is the operator and depository of CEDEL, each a "nominee" of Euroclear and CEDEL, respectively. Therefore, they will each be recorded on DTC's records as the holders of all ownership interests held by them on behalf of Euroclear and CEDEL, respectively. Euroclear and CEDEL must maintain on their own records the ownership interests, and

transfers of ownership interests by and between, their own customers' securities accounts. DTC will not maintain such records. All ownership interests in any global notes, including those of customers' securities accounts held through Euroclear or CEDEL, may be subject to the procedures and requirements of DTC.

The laws of some states in the United States require that certain persons take physical delivery in definitive, certificated form, of securities that they own. This may limit or curtail the ability to transfer beneficial interests in a global note to such persons. Because DTC can act only on behalf of direct participants, which in turn act on behalf of indirect participants and others, the ability of a person having a beneficial interest in a global note to pledge such interest to persons or entities that are not direct participants in DTC, or to otherwise take actions in respect of such interests, may be affected by the lack of physical certificates evidencing such interests. For certain other restrictions on the transferability of the notes see "-- Reg S Temporary and Reg S Permanent Global Notes" and "-- Transfers of Interests in Global Notes for Certificated Notes," below.

Except as described in "-- Transfers of Interests in Global Notes for Certificated Notes," owners of beneficial interests in the global notes will not have notes registered in their names, will not receive physical delivery of notes in certificated form and will not be considered the registered owners or holders thereof under the indenture for any purpose.

Under the terms of the indenture, Albecca, the subsidiary guarantors and the trustee will treat the persons in whose names the notes are registered, including notes represented by global notes as the owners thereof for the purpose of receiving payments and for any and all other purposes whatsoever. Payments in respect of the principal, premium, liquidated damages, if any, and interest on global notes registered in the name of DTC or its nominee will be payable by the trustee to DTC or its nominee as the registered holder under the indenture. Consequently, neither Albecca, the trustee nor any agent of Albecca or the trustee has or will have any responsibility or liability for any aspect of DTC's records or any direct participant's or indirect participant's records relating to or payments made on account of beneficial ownership interests in the global notes, or for maintaining, supervising or reviewing any of DTC's records or any direct participant's or indirect participant's records relating to the beneficial ownership interests in any global note or any other matter relating to the actions and practices of DTC or any of its direct participants or indirect participants.

DTC has advised Albecca that its current payment practice with respect to securities such as the notes is to credit the accounts of the relevant direct participants with each payment on the payment date in amounts proportionate to such direct participant's respective ownership interests in the global notes as shown on DTC's records. Payments by direct participants and indirect participants to the beneficial owners of the notes will be governed by standing instructions and customary practices between them and will not be the responsibility of DTC, the trustee, Albecca or the subsidiary guarantors. Neither Albecca, the subsidiary guarantors nor the trustee will be liable for any delay by DTC or its direct participants or indirect participants in identifying the beneficial owners of the notes, and Albecca and the trustee may conclusively rely on and will be protected in relying on instructions from DTC or its nominee as the registered owner of the notes for all purposes.

The global notes will trade in DTC's Same-Day Funds Settlement System and, therefore, transfers between direct participants in DTC will be effected in accordance with DTC's procedures, and will be settled in immediately available funds. Transfers between indirect participants who hold an interest through a direct participant, other than indirect participants who hold an interest in the notes through Euroclear or CEDEL, will be effected in accordance with the procedures of such direct participant but generally will settle in immediately available funds. Transfers between and among indirect participants who hold interests in the notes through Euroclear and CEDEL will be effected in the ordinary way in accordance with their respective rules and operating procedures.

Subject to compliance with the transfer restrictions applicable to the notes described herein, cross-market transfers between direct participants in DTC, on the one hand, and indirect participants who hold interests in the notes through Euroclear or CEDEL, on the other hand, will be effected by Euroclear's or CEDEL's respective nominee through DTC in accordance with DTC's rules on behalf of Euroclear or

CEDEL. However, delivery of instructions relating to crossmarket transactions must be made directly to Euroclear or CEDEL, as the case may be, by the counterparty in accordance with the rules and procedures of Euroclear or CEDEL and within their established deadlines, Brussels time for Euroclear and United Kingdom time for CEDEL. Indirect participants who hold interest in the notes through Euroclear and CEDEL may not deliver instructions directly to Euroclear's or CEDEL's nominee. Euroclear or CEDEL will, if the transaction meets its settlement requirements, deliver instructions to its respective nominee to deliver or receive interests on Euroclear's or CEDEL's behalf in the relevant global note in DTC, and make or receive payment in accordance with normal procedures for same-day fund settlement applicable to DTC.

Because of time zone differences, the securities accounts of an indirect participant who holds an interest in the notes through Euroclear or CEDEL purchasing an interest in a global note from a direct participant in DTC will be credited, and any such crediting will be reported to Euroclear or CEDEL during the European business day immediately following the settlement date of DTC in New York. Although recorded in DTC's accounting records as of DTC's settlement date in New York, Euroclear and CEDEL customers will not have access to the cash amount credited to their accounts as a result of a sale of an interest in a Reg S permanent global note to a DTC participant until the European business day for Euroclear or CEDEL immediately following DTC's settlement date.

DTC has advised Albecca that it will take any action permitted to be taken by a holder of notes only at the direction of one or more direct participants to whose account interests in the global notes are credited and only in respect of such portion of the aggregate principal amount of the notes to which such direct participant or direct participants has or have given direction. However, if there is an Event of Default under the notes, DTC reserves the right to exchange global notes without the direction of one or more of its direct participants for legended notes in certificated form, and to distribute such certificated forms of notes to its direct participants. See "-- Transfers of Interests in Global Notes for Certificated Notes," below.

Although DTC, Euroclear and CEDEL have agreed to the foregoing procedures to facilitate transfers of interests in the Reg S permanent global notes and in the U.S. global notes among direct participants, including Euroclear and CEDEL, they are under no obligation to perform or to continue to perform such procedures, and such procedures may be discontinued at any time. None of Albecca, the subsidiary guarantors, the initial purchasers of the notes or the trustee shall have any responsibility for the performance by DTC, Euroclear or CEDEL or their respective direct and indirect participants of their respective obligations under the rules and procedures governing any of their operations.

The information in this section concerning DTC, Euroclear and CEDEL and their book-entry systems has been obtained from sources that Albecca believes to be reliable, but Albecca takes no responsibility for the accuracy thereof.

Reg S Temporary and Reg S Permanent Global Notes

An indirect participant who holds an interest in Reg S temporary global notes through Euroclear or CEDEL must provide Euroclear or CEDEL, as the case may be, with a certificate in the form required by the indenture certifying that such indirect participant either (a) is not a U.S. Person, as defined below, or
(b) has purchased such interests in a transaction that is exempt from the registration requirements under the Securities Act. Euroclear or CEDEL, as the case may be, must provide to the trustee or the paying agent if other than the trustee, a certificate in the form required by the indenture prior to any exchange of such beneficial interests for beneficial interests in Reg S permanent global notes.

"U.S. Person" means:

(1) any individual resident in the United States;

(2) any partnership or corporation organized or incorporated under the laws of the United States

(3) any estate of which an executor or administrator is a U.S. Person, other than an estate governed by foreign law and of which at least one executor or administrator is a non-U.S. Person who has sole or shared investment discretion with respect to its assets;

(4) any trust of which any trustee is a U.S. Person, other than a trust of which at least one trustee is a non-U.S. Person who has sole or shared investment discretion with respect to its assets, and no beneficiary of the trust, and no settler, if the trust is revocable, is a U.S. Person;

(5) any agency or branch of a foreign entity located in the United States;

(6) any non-discretionary or similar account, other than an estate or trust, held by a dealer or other fiduciary for the benefit or account of a U.S. Person;

(7) any discretionary or similar account, other than an estate or trust, held by a dealer or other fiduciary organized, incorporated or resident in the United States, other than such an account held for the benefit or account of a non-U.S. Person; or

(8) any partnership or corporation organized or incorporated under the laws of a foreign jurisdiction and formed by a U.S. person principally for the purpose of investing in securities not registered under the Securities Act, unless it is organized or incorporated and owned by "accredited investors" within the meaning of Rule 501(a) under the Securities Act who are not natural persons, estates or trusts;

provided, however that the term "U.S. Person" shall not include a branch or agency of a U.S. Person that is located and operating outside the United States for valid business purposes as a locally regulated branch or agency engaged in the banking or insurance business, any employee benefit plan established and administered in accordance with the law, customary practices and documentation of a foreign country, the international organizations set forth in Section 902(o)(7) of Regulation S under the Securities Act and any other similar international organizations, and their agencies, affiliates and pension plans.

Transfers of Interests in One Global Note for Interests in Another Global Note

Prior to the expiration of the 40-Day restricted period, an indirect participant who holds an interest in Reg S temporary global notes through Euroclear or CEDEL will not be permitted to transfer its interest to a U.S. Person who takes delivery in the form of an interest in U.S. global notes. After the expiration of the 40-Day Restricted Period, an indirect participant who holds an interest in Reg S global notes will be permitted to transfer its interest to a U.S. Person who takes delivery in the form of an interest in U.S. global notes only upon receipt by the trustee of a written certification from the transferor to the effect that such transfer is being made in accordance with the restrictions on transfer described in the indenture and set forth in the legend printed on the Reg S permanent global notes.

Prior to the expiration of the 40-Day restricted period, a direct or indirect participant who holds an interest in U.S. global notes will not be permitted to transfer its interests to any person that takes delivery thereof in the form of an interest in the Reg S temporary global notes. After the expiration of the 40-Day restricted period, a direct or indirect participant who holds an interest in U.S. global notes may transfer its interests to a person who takes delivery in the form of an interest in Reg S permanent global notes only upon receipt by the trustee of a written certification from the transferor to the effect that such transfer is being made in accordance with Rule 904 of Regulation S.

Transfers involving an exchange of a beneficial interest in Reg S global notes for a beneficial interest in U.S. global notes or vice versa will be effected by DTC by means of an instruction originated by the trustee through DTC/Deposit Withdraw at Custodian, or DWAC system. Accordingly, in connection with such transfer, appropriate adjustments will be made to reflect a decrease in the principal amount of the one global note and a corresponding increase in the principal amount of the other global note, as applicable. Any beneficial interest in the one global note that is transferred to a person who takes delivery in the form of the other global note will, upon transfer, cease to be an interest in such first global note and become an interest in such other global note and, accordingly, will thereafter be subject to all transfer

restrictions and other procedures applicable to beneficial interests in such other global note for as long as it remains such an interest.

Transfers of Interests in Global Notes for Certificated Notes

An entire global note may be exchanged for definitive notes in registered, certificated form without interest coupons if:

(1) DTC notifies Albecca that it is unwilling or unable to continue as depositary for the global notes and Albecca thereupon fails to appoint a successor depositary within 90 days, or DTC has ceased to be a clearing agency registered under the Exchange Act;

(2) Albecca, at its option, notifies the trustee in writing that it elects to cause the issuance of certificated notes; or

(3) there shall have occurred and be continuing a Default or an Event of Default with respect to the notes.

In any such case, Albecca will notify the trustee in writing that, upon surrender by the direct and indirect participants of their interest in such global note, certificated notes will be issued to each person that such direct and indirect participants and the DTC identify as being the beneficial owner of the related notes.

Beneficial interests in global notes held by any direct or indirect participant may be exchanged for certificated notes upon request to DTC, or by such direct participant, for itself or on behalf of an indirect participant, to the trustee in accordance with customary DTC procedures. Certificated notes delivered in exchange for any beneficial interest in any global note will be registered in the names, and issued in any approved denominations, requested by DTC on behalf of such direct or indirect participants in accordance with DTC's customary procedures.

Neither Albecca, the subsidiary guarantors nor the trustee will be liable for any delay by the holder of any global note or DTC in identifying the beneficial owners of notes, and Albecca and the trustee may conclusively rely on, and will be protected in relying on, instructions from the holder of the global note or DTC for all purposes.

Transfers of Certificated Notes for Interests in Global Notes

Certificated notes may only be transferred if the transferor first delivers to the trustee a written certificate and, in certain circumstances, an opinion of counsel confirming that in connection with such transfer it has complied with the restrictions on transfer described in the indenture.

SAME DAY SETTLEMENT AND PAYMENT

The indenture requires that payments in respect of the notes represented by the global notes be made by wire transfer of immediately available same day funds to the accounts specified by the holder of interests in such global note. With respect to certificated notes, Albecca will make all payments of principal, premium, if any, interest and liquidated damages, if any, by wire transfer of immediately available same day funds to the accounts specified by the holders thereof or, if no such account is specified, by mailing a check to each such holder's registered address. Albecca expects that secondary trading in the certificated notes will also be settled in immediately available funds.

REGISTRATION RIGHTS; LIQUIDATED DAMAGES

Pursuant to the registration rights agreement, Albecca will file with the SEC a registration statement to cover resales of Transferred Restricted Securities as defined below, if any holder of Transferred Restricted Securities notifies Albecca within 50 days after the date of this prospectus that:

(1) the holder is prohibited by law or SEC policy from participating in the exchange offer, other than due solely to the status of such holder as an affiliate of Albecca within the meaning of the Securities Act; or

(2) the holder may not resell the notes acquired by it in the exchange offer to the public without delivering a prospectus and this prospectus is not appropriate or available for such resales, or

(3) the holder is a broker-dealer and owns notes acquired directly from Albecca or an affiliate of Albecca.

Albecca will use its best efforts to cause the shelf registration statement to be declared effective as promptly as possible by the SEC.

For purposes of the foregoing, "Transfer Restricted Securities" means each note until:

(1) the date on which such note has been exchanged by a person other than a broker-dealer for a note in the exchange offer;

(2) following the exchange by a broker-dealer in the exchange offer of a note for a note, the date on which such note is sold to a purchaser who receives a copy of this prospectus from such broker-dealer on or prior to the date of such sale;

(3) the date on which such note has been effectively registered under the Securities Act and disposed of in accordance with the shelf registration statement; or

(4) the date on which such note is distributed to the public pursuant to Rule 144 under the Securities Act.

The registration rights agreement provides that Albecca will use its best efforts to file the shelf registration statement with the SEC within 75 days after such filing obligation arises and to cause the shelf registration statement to be declared effective by the SEC within 150 days after such obligation arises. Albecca will be required to pay the note holders liquidated damages if one of the following registration defaults occurs:

(1) Albecca fails to file the shelf registration statement by the required date,

(2) the shelf registration statement is not declared effective by the SEC by the required date, or

(3) Albecca fails to consummate the exchange offer within 30 days after it begins, or

(4) the shelf registration statement or the registration statement filed in connection with the exchange offer is declared effective but thereafter ceases to be effective or usable in connection with resales of Transfer Restricted Securities during the periods specified in the registration rights agreement.

With respect to the 90-day period immediately following the occurrence of the first Registration Default Albecca will pay liquidated damages to a holder equal to $0.05 per week per $1,000 principal amount of notes held by such holder. The amount of the liquidated damages will increase by an additional $0.05 per week per $1,000 principal amount of notes for each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of liquidated damages of $0.30 per week per $1,000 principal amount of notes. All accrued liquidated damages will be paid by Albecca to the global note holder by wire transfer of immediately available funds or by federal funds check and to holders of certificated notes by wire transfer to the accounts specified by them or by mailing checks to their registered addresses if no such accounts have been specified. Following the cure of all Registration Defaults, the accrual of liquidated damages will cease.

Holders of notes will be required to deliver to Albecca information to be used in connection with the shelf registration statement and to provide comments on the shelf registration statement within the time periods set forth in the registration rights agreement in order to have their notes included in the shelf registration statement and to benefit from the provisions regarding liquidated damages set forth above.

ADDITIONAL INFORMATION

Anyone who receives this prospectus may obtain a copy of the indenture and registration rights agreement without charge by writing to Albecca at 3900 Steve Reynolds Boulevard, Norcross, Georgia 30093, Attention: Chief Financial Officer.

CERTAIN DEFINITIONS

Set forth below are certain defined terms used in the indenture. Reference is made to the indenture for a full disclosure of all such terms, as well as any other capitalized terms used herein for which no definition is provided.

"Acquired Debt" means, with respect to any specified Person:

(1) Indebtedness of any other Person existing at the time such other Person is merged with or into or became a subsidiary of such specified Person; and

(2) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person or assumed in connection with the acquisition of any asset used or useful in a Permitted Business acquired by such specified Person, provided that such Indebtedness was not incurred in connection with, or in contemplation of, such other Person merging with or into or becoming a subsidiary of such specified Person, or such acquisition, as the case may be.

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

"Asset Sale" means:

(1) the sale, lease, conveyance or other disposition of any assets or rights other than sales of inventory in the ordinary course of business consistent with past practices and operating leases entered into in the ordinary course of business, provided that the sale, lease, conveyance or other disposition of all or substantially all of the assets of Albecca and its Restricted Subsidiaries taken as a whole will be governed by the provisions of the indenture described above under "-- Certain Covenants -- Change of Control" and/or the provisions described above under "-- Certain Covenants -- Merger, Consolidation or Sale of Assets" and not by the provisions of the covenant described under "-- Certain Covenants -- Asset Sales"); and

(2) the sale by Albecca and the issue or sale by any of the Restricted Subsidiaries of Albecca of Equity Interests of any of Albecca's subsidiaries;

in the case of either clause (1) or (2), whether in a single transaction or a series of related transactions that have a fair market value, as determined in good faith by the Board of Directors, in excess of $1.0 million or for net cash proceeds in excess of $1.0 million.

Notwithstanding the foregoing, the following shall not be deemed to be Asset Sales:

(1) a transfer of assets by Albecca to a wholly owned Restricted Subsidiary of Albecca or by a wholly owned Restricted Subsidiary of Albecca to Albecca or to a wholly owned Restricted Subsidiary of Albecca;

(2) an issuance of Equity Interests by a Restricted Subsidiary of Albecca to Albecca or to a wholly owned Restricted Subsidiary of Albecca;

(3) a Restricted Payment that is permitted by the covenant described above under the caption "-- Certain Covenants -- Restricted Payments;"

(4) the sale and leaseback of any assets within 90 days of the acquisition of such assets, provided that the sale price of such assets is not materially less than the acquisition price of such assets; and

(5) the periodic clearance of aged, obsolete or discontinued inventory.

"Capital Stock" means:

(1) in the case of a corporation, corporate stock;

(2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents however designated, of corporate stock;

(3) in the case of a partnership or limited liability company, partnership or membership interests, whether general or limited; and

(4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

"Cash Equivalents" means:

(1) securities issued or unconditionally and fully guaranteed or insured by the full faith and credit of the United States government or any agency or instrumentality thereof having maturities of not more than one year from the date of acquisition;

(2) obligations issued or fully guaranteed by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof maturing within one year from the date of acquisition thereof and, at the time of acquisition, having one of the two highest ratings obtainable from either Standard & Poor's Ratings Group or Moody's Investors Service, Inc.;

(3) certificates of deposit and eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers' acceptances with maturities not exceeding one year and overnight bank deposits, in each case with any lender party to the Credit Facilities or with any domestic commercial bank having capital and surplus in excess of $250.0 million;

(4) repurchase obligations with a term of not more than seven days for underlying securities of the types described in clauses (1) and (3) above, entered into with any financial institution meeting the qualifications specified in clause (3) above;

(5) commercial paper having one of the two of the highest ratings obtainable from either Moody's or S&P and in each case maturing within one year after the date of acquisition; and

(6) investments in funds investing exclusively in investments of the types described in clauses (1) through (5) above.

"Change of Control" means the occurrence of any of the following:

(1) the sale, lease, transfer, conveyance or other disposition other than by way of merger or consolidation, in one or a series of related transactions, of all or substantially all of the assets of Albecca and its Subsidiaries taken as a whole to any "person" as such term is used in
Section 13(d)(3) of the Exchange Act, other than Mr. and Mrs. Ponzio and their Related Parties;

(2) the adoption of a plan relating to the liquidation or dissolution of Albecca;

(3) the consummation of any transaction, including, without limitation, any merger or consolidation, the result of which is that (A) any "Person", as defined above, other than the Mr. and Mrs. Ponzio and their Related Parties, becomes the "beneficial owner", as such term is defined in

Rule 13d-3 and Rule 13d-5 under the Exchange Act, of 40% or more of the Voting Stock of Albecca measured by voting power rather than number of shares, and (B) Mr. and Mrs. Ponzio and their Related Parties beneficially own, directly or indirectly, in the aggregate a lesser percentage of the Voting Stock of Albecca than such other "person";

(4) the first day on which a majority of the members of the Board of Directors of Albecca are not Continuing Directors; or

(5) Albecca consolidates with, or merges with or into, any Person, or any Person consolidates with, or merges with or into, Albecca, in any such event pursuant to a transaction in which any of the outstanding Voting Stock of Albecca is converted into or exchanged for cash, securities or other property, other than any such transaction where:

(a) the Voting Stock of Albecca outstanding immediately prior to such transaction is converted into or exchanged for Voting Stock, other than Disqualified Stock, of the surviving or transferee Person; and

(b) either the "beneficial owners," as defined above, of the Voting Stock of Albecca immediately prior to such transaction own, directly or indirectly through one or more subsidiaries, not less than a majority of the total Voting Stock of the surviving or transferee corporation immediately after such transaction, or if, immediately prior to such transaction Albecca is a direct or indirect subsidiary of any other Person, then the "beneficial owners" of the Voting Stock of such Holding Company immediately prior to such transaction own, directly or indirectly through one or more subsidiaries, not less than a majority of the Voting Stock of the surviving or transferee corporation immediately after such transaction.

"Consolidated EBITDA" means, with respect to any Person for any period, the Consolidated Net Income of such Person for such period plus

(1) an amount equal to any extraordinary loss plus any net loss realized in connection with an Asset Sale, to the extent such losses were deducted in computing such Consolidated Net Income of such Person and its Restricted Subsidiaries; plus

(2) (A) if such Person is an S corporation or substantially similar pass-through entity for U.S. federal income tax purposes, the amount of all Permitted Quarterly Tax Distributions for such period, whether or not such Permitted Quarterly Tax Distributions have actually been distributed, as adjusted for any True-up Amount determined for such period, plus any provision for taxes based on income or profits of such Person and its Restricted Subsidiaries for such period, to the extent that such provision for taxes was included in computing such Consolidated Net Income, and (B) if such Person is not an S corporation or substantially similar pass-through entity for U.S. federal income tax purposes, any provision for taxes based on income or profits of such Person and its Restricted Subsidiaries for such period, to the extent that such provision for taxes was included in computing such Consolidated Net Income; plus

(3) consolidated interest expense of such Person and its Restricted Subsidiaries for such period, whether paid or accrued and whether or not capitalized, to the extent that the expense was deducted in computing such Consolidated Net Income, including, without limitation, amortization of debt issuance costs and original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with capital lease obligations, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers' acceptance financings, and net payments, if any, pursuant to Hedging Obligations; plus

(4) depreciation and amortization, including amortization of goodwill and other intangibles but excluding amortization of prepaid cash expenses that were paid in a prior period, and other non-cash charges of such Person and its subsidiaries for such period to the extent that such depreciation, amortization and other non-cash charges were deducted in computing such Consolidated Net Income, excluding any such non-cash charge to the extent that it represents an accrual of or reserve for cash

charges in any future period or amortization of a prepaid cash charge that was paid in a prior period; minus

(5) non-cash items increasing such Consolidated Net Income for such period, in each case, on a consolidated basis and determined in accordance with GAAP.

Notwithstanding the foregoing, the provision for taxes based on the income or profits of, and the depreciation and amortization and other noncash charges of, a Restricted Subsidiary of a Person shall be added to Consolidated Net Income to compute Consolidated EBITDA only to the extent, and in the same proportion, that the Net Income of such Restricted Subsidiary was included in calculating the Consolidated Net Income of such Person.

"Consolidated Net Income" means, with respect to any Person for any period, the aggregate of the Net Income of such Person and its subsidiaries for such period, on a consolidated basis, determined in accordance with GAAP and reduced by the amount of Permitted Quarterly Tax Distributions for such period, whether or not such Permitted Quarterly Tax Distributions have actually been distributed, as adjusted for any True-up Amount determined for such period; provided that:

(1) the Net Income, but not loss, of any Person that is not a Restricted Subsidiary or that is accounted for by the equity method of accounting shall be included only to the extent of the amount of dividends or distributions paid in cash to the referent Person or a Restricted Subsidiary thereof;

(2) the Net Income of any Restricted Subsidiary shall be excluded to the extent that the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of that Net Income is not at the date of determination permitted without any prior governmental approval that has not been obtained or, directly or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary or its shareholders;

(3) the Net Income of any Person acquired in a pooling of interests transaction for any period prior to the date of such acquisition shall be excluded; and

(4) the cumulative effect of a change in accounting principles shall be excluded.

"Continuing Directors" means, as of any date of determination, any member of the Board of Directors of Albecca who:

(1) was a member of such Board of Directors on the date of the indenture immediately after the original offering of the notes; or

(2) was nominated for election or elected to such Board of Directors with the approval of a majority of the Continuing Directors who were either members of such Board at the time of such nomination or election or are successor Continuing Directors appointed by such Continuing Directors or their successors.

"Credit Facilities" means, with respect to Albecca or the subsidiary guarantors, one or more debt facilities or commercial paper facilities with banks or other institutional lenders providing for revolving credit loans, term loans, receivables financing, including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables, or letters of credit, in each case, as amended, restated, modified, renewed, refunded, replaced or refinanced in whole or in part from time to time. Indebtedness under Credit Facilities outstanding on August 11, 1998 shall be deemed to have been incurred on such date in reliance on the exceptions provided by clause (1) of the definition of Permitted Liens.

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

"Designated Senior Debt" means:

(1) any Senior Debt outstanding under the Credit Facilities, and

(2) any other Senior Debt permitted under the indenture the principal amount of which is $25.0 million or more and that has been designated by Albecca as "Designated Senior Debt."

"Disqualified Stock" means any Capital Stock that, by its terms, or by the terms of any security into which it is convertible or for which it is exchangeable at the option of the holder thereof, or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder thereof, in whole or in part, on or prior to the date that is 91 days after the date on which the notes mature. However, a class of Capital Stock shall not be Disqualified Stock hereunder solely as the result of any maturity or redemption that is conditioned upon, and subject to, compliance with the covenant described above under "-- Certain Covenants -- Restricted Payments," and Capital Stock issued to any plan for the benefit of employees of Albecca or its subsidiaries or by any such plan to such employees shall not constitute Disqualified Stock solely because it may be required to be repurchased by Albecca in order to satisfy applicable statutory or regulatory obligations.

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

"Estimation Period" means the period for which a shareholder who is an individual is required to estimate for federal income tax purposes his allocation of taxable income from a calendar year in connection with determining his estimated federal income tax liability for such period.

"Fixed Charges" means, with respect to any Person for any period, the sum, without duplication, of:

(1) the consolidated interest expense of such Person and its Restricted Subsidiaries for such period, whether paid or accrued including, without limitation, amortization of debt issuance costs and original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with capital lease obligations, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers' acceptance financings, and net payments, if any, pursuant to Hedging Obligations; provided, however, that in no event shall any amortization of deferred financing costs incurred in connection with the Offering be included in Fixed Charges; plus

(2) the consolidated interest expense of such Person and its Restricted Subsidiaries that was capitalized during such period; plus

(3) any interest expense on Indebtedness of another Person that is Guaranteed by such Person or one of its Restricted Subsidiaries or secured by a Lien on assets of such Person or one of its Restricted Subsidiaries, whether or not such Guarantee or Lien is called upon; plus

(4) the product of:

(a) without duplication (1) all dividends paid or accrued in respect of Disqualified Stock which are not treated as interest for tax purposes for such period and (2) all cash dividend payments on any series of preferred stock of such Person or any of its Restricted Subsidiaries, other than dividend payments on Equity Interests payable solely in Equity Interests other than Disqualified Stock of Albecca, times

(b) a fraction, the numerator of which is one and the denominator of which is one minus the then current combined federal, state and local statutory tax rate of such Person, expressed as a decimal, in each case, on a consolidated basis and in accordance with GAAP.

"Fixed Charge Coverage Ratio" means with respect to any Person for any period, the ratio of the Consolidated EBITDA of such Person and its Restricted Subsidiaries for such period to the Fixed Charges of such Person and its Restricted Subsidiaries for such period. In the event that Albecca or any of its Restricted Subsidiaries incurs, assumes, Guarantees, repays or redeems any Indebtedness, other than revolving credit borrowings, or issues or redeems preferred stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated but prior to the date on which the event for which the calculation of the Fixed Charge Coverage Ratio is made, then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, Guarantee,

repayment or redemption of Indebtedness, or such issuance or redemption of preferred stock, as if the same had occurred at the beginning of the applicable four-quarter reference period.

In addition, for purposes of making the computation referred to above:

(1) acquisitions that have been made by Albecca or any of its Restricted Subsidiaries, including through mergers or consolidations and including any related financing transactions, during the four-quarter reference period or subsequent to such reference period and on or prior to the Calculation Date shall be deemed to have occurred on the first day of the four-quarter reference period and Consolidated EBITDA for such reference period shall be calculated without giving effect to clause (3) of the proviso set forth in the definition of Consolidated Net Income and shall reflect any pro forma expense and cost reductions attributable to such acquisitions, to the extent such expense and cost reduction would be permitted by the SEC under Article 11 of Regulation S-X to be reflected in pro forma financial statements included in a registration statement filed with the SEC;

(2) the Consolidated EBITDA attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses disposed of prior to the Calculation Date, shall be excluded and Consolidated EBITDA shall reflect any pro forma expense or cost reductions relating to such discontinuance or disposition, to the extent such expense or cost reductions would be permitted by the SEC to be reflected in pro forma financial statements included in a registration statement filed with the SEC;

(3) the Fixed Charges attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses disposed of prior to the Calculation Date, shall be excluded, but only to the extent that the obligations giving rise to such Fixed Charges will not be obligations of the referent Person or any of its subsidiaries following the Calculation Date; and

(4) to the extent included in Consolidated EBITDA, all items shall be excluded which are either extraordinary, as determined in accordance with GAAP, or nonrecurring, including any gain from the sale or disposition of assets outside the ordinary course of business or from the issuance or sale of any Equity Interests, other than Disqualified Stock.

"Foreign Subsidiary" means any Restricted Subsidiary organized or incorporated in a jurisdiction outside of the United States.

"Guarantee" means a guarantee, direct or indirect, in any manner, of all or any part of any Indebtedness, including, without limitation, letters of credit and reimbursement agreements in respect thereof, but not including the endorsement of negotiable instruments for collection in the ordinary course of business.

"Hedging Obligations" means, with respect to any Person, the obligations of such Person under:

(1) interest rate swap agreements, interest rate cap agreements and interest rate collar agreements; and

(2) other agreements or arrangements designed to protect such Person against fluctuations in interest rates, the value of foreign currencies, or the price of raw materials.

"Indebtedness" means, with respect to any Person, any indebtedness of such Person, whether or not contingent, in respect of:

(1) borrowed money;

(2) evidenced by bonds, notes, debentures or similar instruments or letters of credit, or reimbursement agreements in respect thereof;

(3) banker's acceptances;

(4) capital lease obligations; or

(5) the balance deferred and unpaid of the purchase price of any property or representing any Hedging Obligations, except any such balance that constitutes an accrued expense or trade payable,

if and to the extent any of the foregoing indebtedness, =other than letters of credit and Hedging Obligations, would appear as a liability upon a balance sheet of such Person prepared in accordance with GAAP. "Indebtedness" also includes all indebtedness of others secured by a Lien on any asset of such Person, whether or not such indebtedness is assumed by such Person, and, to the extent not otherwise included, the Guarantee by such Person of any indebtedness of any other Person.

The amount of any Indebtedness outstanding as of any date shall be:

(1) the accreted value thereof, in the case of any Indebtedness that does not require current payments of interest; and

(2) the principal amount thereof in the case of any other Indebtedness.

"Investments" means, with respect to any Person, all:

(1) investments by such Person in other Persons, including Affiliates, in the forms of direct or indirect loans, including guarantees of Indebtedness or other obligations;

(2) advances or capital contributions, excluding commission, travel and similar advances to officers and employees made in the ordinary course of business;

(3) purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities; and

(4) all items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP.

If Albecca or any Restricted Subsidiary of Albecca sells or otherwise disposes of any Equity Interests of any direct or indirect Restricted Subsidiary of Albecca such that, after giving effect to any such sale or disposition, such Person is no longer a Restricted Subsidiary of Albecca, Albecca shall be deemed to have made an Investment on the date of any such sale or disposition equal to the fair market value of the Equity Interests of such Restricted Subsidiary not sold or disposed of in an amount determined as provided in the final paragraph under "-- Certain Covenants -- Restricted Payments" above.

"Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law including any conditional sale or other title retention agreement, any lease in the nature thereof, and any option or other agreement to sell or give a security interest therein.

"Net Income" means, with respect to any Person, the net income, or loss of such Person, determined in accordance with GAAP and before any reduction in respect of preferred stock dividends, excluding, however:

(1) any gain, but not loss, together with any related provision for taxes on such gain, but not loss, realized in connection with (a) any Asset Sale or (b) the extinguishment of any Indebtedness of such Person or any of its subsidiaries; and

(2) any extraordinary or nonrecurring gain, but not loss, together with any related provision for taxes on such extraordinary or nonrecurring gain, but not loss.

"Net Proceeds" means the aggregate cash proceeds received by Albecca or any of its Restricted Subsidiaries in respect of any Asset Sale, including any cash received upon the sale or other disposition of any non-cash consideration received in any Asset Sale, net of:

(1) the direct costs relating to such Asset Sale;

(2) any relocation expenses incurred as a result thereof;

(3) taxes paid or payable as a result thereof, in each case after taking into account any available tax credits or deductions and any tax sharing arrangements;

(4) amounts required to be applied to the repayment of Indebtedness secured by a Lien on the asset or assets that were the subject of such Asset Sale, other than Indebtedness under the Credit Facilities; and

(5) any reserve for adjustment in respect of the sale price of such asset or assets established in accordance with GAAP.

"Non-Recourse Debt" means Indebtedness:

(1) as to which neither Albecca nor any of its Restricted Subsidiaries
(a) provides credit support of any kind, including any undertaking, agreement or instrument that would constitute Indebtedness, or (b) is directly or indirectly liable as a subsidiary guarantor or otherwise; and

(2) as to which the lenders have been notified in writing that they will not have any recourse to the stock or assets of Albecca or any of its Restricted Subsidiaries, including the stock of such Restricted Subsidiary.

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

"Permitted Business" means the design, manufacture, distribution, marketing, licensing and sale of framing-related products and supplies and other interior accessories and furnishing products and related services.

"Permitted Investments" means:

(1) any Investment in Albecca or in a subsidiary guarantor or a wholly owned Foreign Subsidiary that is engaged in a Permitted Business;

(2) any Investment in cash and Cash Equivalents;

(3) any Investment by Albecca or any Restricted Subsidiary in a Person, if as a result of such Investment:

(a) such Person becomes a subsidiary guarantor or a wholly owned Foreign subsidiary that is engaged in a Permitted Business; or

(b) such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, Albecca or a subsidiary guarantor or a wholly owned Foreign Subsidiary that is engaged in a Permitted Business;

(4) any Restricted Investment made as a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant to and in compliance with the covenant described above under "-- Certain Covenants -- Asset Sales" or any transaction not constituting an Asset Sale by reason of the $1.0 million threshold contained in the definition thereof;

(5) any acquisition of assets solely in exchange for the issuance of Equity Interests of Albecca, other than Disqualified Stock of Albecca;

(6) Hedging Obligations entered into in the ordinary course of Albecca's or its Restricted Subsidiaries' businesses and otherwise in compliance with the indenture;

(7) additional Investments not to exceed $5.0 million at any one time outstanding; and

(8) Investments in securities of trade creditors or customers received in settlement of obligations or pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of such trade creditors or customers.

"Permitted Junior Securities" means Equity Interests in Albecca or debt securities that:

(1) are subordinated to all Senior Debt and any debt securities issued in exchange for Senior Debt to substantially the same extent as, or to a greater extent than, the notes are subordinated to Senior Debt pursuant to Article 10 of the indenture;

(2) have a final maturity date and a weighted average life to maturity which is the same as or greater than the notes; and

(3) are not secured by any collateral.

"Permitted Liens" means:

(1) Liens existing as of August 11, 1998 to the extent and in the manner such Liens are in effect on August 11, 1998, other than Liens extinguished in connection with the application of the proceeds of the original sale of the notes;

(2) Liens securing Senior Debt and Liens on assets of Restricted Subsidiaries securing Guarantees of Senior Debt permitted to be incurred under the indenture;

(3) Liens securing the notes and the subsidiary guarantees;

(4) Liens of Albecca or a wholly owned Restricted Subsidiary on assets of any Restricted Subsidiary of Albecca;

(5) Liens securing Permitted Refinancing Indebtedness which is incurred to refinance any Indebtedness which has been secured by a Lien permitted under the indenture and which has been incurred in accordance with the provisions of the indenture, provided that such Liens:

(A) are not materially less favorable to note holders and are not materially more favorable to the lienholders with respect to such Liens than the Liens in respect of the Indebtedness being refinanced; and

(B) do not extend to or cover any property or assets of Albecca or any of its Restricted Subsidiaries not securing the Indebtedness so refinanced;

(6) Liens for taxes, assessments or governmental charges or claims that are not delinquent or are being contested in good faith by appropriate proceedings and as to which Albecca or its Restricted Subsidiaries shall have set aside on its books such reserves as may be required pursuant to GAAP;

(7) statutory Liens of landlords, workmen and other similarly situated persons incurred in the ordinary course of business for sums not yet delinquent for a period of more than 60 days or being contested in good faith, if any reserve or other appropriate provision required by GAAP shall have been made in respect thereof;

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

(9) Liens securing letters of credit issued in the ordinary course of business consistent with past practice in connection therewith;

(10) Liens to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, performance and return-of-money bonds and other similar obligations, exclusive of obligations for the payment of borrowed money;

(11) judgment Liens not giving rise to an Event of Default so long as such Lien is adequately bonded and any appropriate legal proceedings which may have been duly initiated for the review of such judgment shall not have been finally terminated or the period within which such proceedings may be initiated shall not have expired;

(12) easements, rights-of-way, zoning restrictions and other similar charges or encumbrances in respect of real property not interfering in any material respect with the ordinary conduct of the business of Albecca or any of its Restricted Subsidiaries;

(13) any interest or title of a lessor under any lease, whether or not characterized as capital or operating; provided that such Liens do not extend to any property or assets which is not leased property subject to such lease;

(14) Liens securing Capital Lease Obligations and purchase money Indebtedness incurred in accordance with the covenant described under "-- Certain Covenants -- Incurrence of Indebtedness and Issuance of Preferred Stock;" provided, however, that (A) the Indebtedness shall not exceed the cost of such property or assets being acquired or constructed and shall not be secured by any property or assets of Albecca or any Restricted Subsidiary of Albecca other than the property or assets being acquired or constructed, and (B) the Lien securing such Indebtedness shall be created within 90 days of such acquisition or construction;

(15) Liens upon specific items of inventory or other goods and proceeds of any Person securing such Person's obligations in respect of bankers' acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;

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

(17) Liens encumbering deposits made to secure obligations arising from statutory, regulatory, contractual, or warranty requirements of Albecca or any of its Restricted Subsidiaries, including rights of set-off;

(18) Liens securing Hedging Obligations which Hedging Obligations relate to Indebtedness that is otherwise permitted under the indenture;

(19) Liens securing Acquired Debt incurred in accordance with the covenant described under "-- Certain Covenants -- Incurrence of Indebtedness and Issuance of Preferred Stock", provided that (A) such Liens secured such Acquired Debt at the time of and prior to the incurrence of such Acquired Debt by Albecca or a Restricted Subsidiary of Albecca and were not granted in connection with, or in anticipation of, the incurrence of such Acquired Debt by Albecca or a Restricted Subsidiary of Albecca, and (B) such Liens do not extend to or cover any property or assets of Albecca or any of its Restricted Subsidiaries other than the property or assets that secured the Acquired Debt prior to the time such Indebtedness became Acquired Debt of Albecca or a Restricted Subsidiary of Albecca and are not more favorable to the lienholders than those securing the Acquired Debt prior to the incurrence of such Acquired Debt by Albecca or a Restricted Subsidiary of Albecca;

(20) leases or subleases granted to others not interfering in any material respect with the business of Albecca or its Restricted Subsidiaries; and

(21) liens securing Indebtedness of foreign subsidiaries incurred in accordance with the provisions of the covenant described above in " -- Certain Covenants -- Incurrence of Indebtedness and Issuance of Preferred Stock," provided that such Liens relate solely to the assets of the foreign subsidiaries that incurred such Indebtedness.

"Permitted Quarterly Tax Distributions" means quarterly distributions of Tax Amounts determined on the basis of the estimated taxable income of Albecca for the related Estimation Period, provided however, that:

(1) prior to any distributions of Tax Amounts Albecca shall deliver an officers' certificate certifying that the Tax Amounts to be distributed were determined pursuant to the terms of the indenture and stating to the effect that Albecca qualifies as an S corporation or substantially similar pass-through entity for federal income tax purposes; and

(2) at the time of such distributions, the most recent audited financial statements of Albecca reflect that Albecca was treated as an S corporation or substantially similar pass-through entity for federal income tax purposes for the period covered by such financial statements.

"Permitted Refinancing Indebtedness" means any Indebtedness of Albecca or any of its subsidiaries issued in exchange for, or the net proceeds of which are used to extend, refinance, prepay, retire, renew, replace, defease or refund Indebtedness of Albecca or any of its subsidiaries other than such Indebtedness described in clauses (1), (6), (7), (8), (9), (11) and (12) of the covenant described above under "-- Certain Covenants -- Incurrence of Indebtedness and Issuance of Preferred Stock", provided that:

(1) the principal amount, or accreted value, if applicable, of such Permitted Refinancing Indebtedness does not exceed the principal amount of, or accreted value, if applicable, plus accrued interest on, the Indebtedness so extended, refinanced, renewed, prepaid, retired, replaced, defeased or refunded plus the amount of reasonable expenses incurred in connection therewith including premiums paid, if any, to the holders thereof, such principal amount to be calculated as to foreign subsidiaries on an aggregate consolidated basis in the case of a consolidated refinancing of Indebtedness of foreign subsidiaries;

(2) such Permitted Refinancing Indebtedness has a final maturity date at or later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being extended, refinanced, renewed, prepaid, retired, replaced, defeased or refunded;

(3) if the Indebtedness being extended, refinanced, renewed, prepaid, retired, replaced, defeased or refunded is subordinated in right of payment to the notes, such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and is subordinated in right of payment to, the notes on terms at least as favorable to the holders of notes as those contained in the documentation governing the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded; and

(4) such Indebtedness either is incurred by Albecca or is incurred by the Restricted Subsidiary who is the obligor on the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded, or, in the case of a consolidated refinancing of the Indebtedness of the foreign subsidiaries, by all of the foreign subsidiaries which are obligors.

In the case of Permitted Refinancing Indebtedness incurred by Albecca under a revolving credit facility or facilities to refinance, refund or replace Indebtedness of foreign subsidiaries, and any successive Permitted Refinancing Indebtedness incurred with respect thereto:

(a) such Permitted Refinancing Indebtedness shall include all successive readvances, reborrowings and other Indebtedness thereafter incurred under such facility or facilities up to the original principal amount of such Permitted Refinancing Indebtedness; and

(b) such Indebtedness being refinanced shall be deemed to have been outstanding on August 11, 1998 so long as the aggregate amount thereof at the time of the refinancing does not exceed the aggregate amount of Indebtedness of foreign subsidiaries outstanding on August 11, 1998.

"Person" means any individual, partnership, corporation, limited liability company, unincorporated organization, trust or joint venture, or a governmental agency or political subdivision thereof.

"Qualified Proceeds" means any of the following or any combination of the following:

(1) cash;

(2) Cash Equivalents;

(3) long-term assets that are used or useful in a Permitted Business; and

(4) the Capital Stock of any Person engaged primarily in a Permitted Business if, in connection with the receipt by Albecca or any Restricted Subsidiary of Albecca of such Capital Stock, (a) such Person becomes a wholly owned Restricted Subsidiary and a subsidiary guarantor or (b) such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, Albecca or any wholly owned Restricted Subsidiary of Albecca that is a subsidiary guarantor.

"Quarterly Payment Period" means the period commencing on the first day of each month in which federal individual tax payments are due and ending on and including the day of such month on which such payments are due, provided that payments in respect of estimated state income taxes due in January may instead, at the option of Albecca, be paid during the last five days of the immediately preceding December.

"Related Party" with respect to Mr. or Mrs. Ponzio means:

(1) any controlling shareholder or a majority, or more, owned subsidiary of such Principal or, in the case of an individual, any spouse or immediate family member of such Principal; or

(2) any trust, corporation, partnership or other entity, the beneficiaries, shareholders, partners, owners or Persons beneficially holding a majority, or more, controlling interest of which consist of Mr. or Mrs. Ponzio and/or such other Persons referred to in the immediately preceding clause (1).

"Restricted Investment" means an Investment other than a Permitted Investment.

"Restricted Subsidiary" means any subsidiary of Albecca other than an Unrestricted Subsidiary.

"Senior Debt" means:

(1) all Indebtedness of Albecca or any subsidiary guarantor outstanding under Credit Facilities and all Hedging Obligations with respect thereto;

(2) other Indebtedness of Albecca or any of its subsidiary guarantors permitted to be incurred under the terms of the indenture, unless the instrument under which such Indebtedness is incurred expressly provides that it is on a parity with or subordinated in right of payment to the notes; and

(3) all Obligations with respect to the foregoing.

Notwithstanding anything to the contrary in the foregoing, Senior Debt will not include:

(a) any liability for federal, state, local or other taxes owed or owing by Albecca;

(b) any Indebtedness of Albecca to any of its subsidiaries or other Affiliates;

(c) any trade payables; or

(d) that portion of any Indebtedness that is incurred in violation of the indenture.

"Tax Amounts" with respect to any taxable period shall not exceed an amount equal to:

(A) the product of (1) the taxable income of Albecca for such period, or as such amount may be subsequently adjusted based upon a redetermination agreed upon with applicable tax authorities, as determined by the Tax CPA and (2) the Tax Percentage; plus

(B) the amount of any interest and penalties assessed in connection with such a redetermination; reduced by

(C) to the extent not previously taken into account, any income tax benefit attributable to Albecca which could be realized, without regard to actual realization, by its shareholders in the current or any prior taxable year, or portion thereof, commencing on or after the date of the indenture, including any tax losses or tax credits, computed at the applicable Tax Percentage for the year that such benefit is taken into account for purposes of this computation.

"Tax CPA" means a nationally recognized certified public accounting firm.

"Tax Percentage" means, for a particular taxable year, the highest effective marginal combined rate of U.S. federal and state and local income tax, imposed on an individual taxpayer, as certified by the Tax CPA in a certificate filed with the trustee. The rate of state and local income tax to be taken into account for purposes of determining the Tax Percentage for a particular taxable year shall be deemed to be the highest state and local marginal tax rate applicable to any shareholder.

"True-up Amount" means;

(1) in respect of a particular taxable year, an amount determined by the Tax CPA equal to the difference between the aggregate Permitted Quarterly Tax Distributions actually distributed in respect of such taxable year; and

(2) the actual Tax Amounts for such year.

The amount equal to the excess, if any, of the amount described in clause (1) over the amount described in clause (2) above shall be referred to as the "True-up Amount due to Albecca" and the excess, if any, of the amount described in clause (2) over the amount described in clause (1) above shall be referred to as the "True-up Amount due to the shareholders."

"True-up Determination Date" means the date on which the Tax CPA delivers a statement to the trustee indicating the True-up Amount.

"Unrestricted Subsidiary" means:

(1) HBA L.L.C. and HBA-MS Inc.; and

(2) any subsidiary of Albecca, other than the subsidiary guarantors as of August 11, 1998 or any successor to any of them, that is designated by the Board of Directors of Albecca as an Unrestricted Subsidiary pursuant to a board resolution, but only to the extent that such subsidiary:

(A) has no Indebtedness other than Non-Recourse Debt;

(B) is not party to any agreement, contract, arrangement or understanding with Albecca or any Restricted Subsidiary unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to Albecca or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of Albecca;

(C) is a Person with respect to which neither Albecca nor any of its Restricted Subsidiaries has any direct or indirect obligation to subscribe for additional Equity Interests, or to maintain or preserve such Person's financial condition or to cause such Person to achieve any specified levels of operating results; and

(D) has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of Albecca or any of its Restricted Subsidiaries.

Any such designation by the Board of Directors shall be evidenced to the trustee by filing with the trustee a certified copy of the board resolution giving effect to such designation and an officers' certificate certifying that such designation complied with the foregoing conditions and was permitted by the covenant described above under "-- Certain Covenants -- Restricted Payments." If, at any time, any Unrestricted Subsidiary would fail to meet the foregoing requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of the indenture and any Indebtedness of such subsidiary shall be deemed to be incurred by a Restricted Subsidiary of Albecca as of such date. The Board of Directors of Albecca may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation shall be deemed to be an incurrence of Indebtedness and issuance of preferred stock by a Restricted Subsidiary of Albecca of any outstanding Indebtedness or outstanding issue of preferred stock of such Unrestricted Subsidiary and such designation shall only be permitted if:

(a) such Indebtedness and preferred stock is permitted under the covenant described under "-- Certain Covenants -- Incurrence of Indebtedness and Issuance of Preferred Stock"

calculated on a pro forma basis as if such designation had occurred at the beginning of the four quarter reference period;

(b) such subsidiary becomes a subsidiary guarantor, and

(c) no Default or Event of Default would exist following such designation.

"Voting Stock" of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person in the case of a corporation, the manager, managers or managing members in the case of a limited lilability company, and any other similar governing committee or board in the case of another type of entity.

"Weighted Average Life to Maturity" means, when applied to any Indebtedness at any date, the number of years obtained by dividing:

(1) the sum of the products obtained by multiplying (A) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof, by (B) the number of years calculated to the nearest one-twelfth that will elapse between such date and the making of such payment; by

(2) the then outstanding principal amount of such Indebtedness.