<PAGE>
                                                                     EXHIBIT 4.1

                      FISHER SCIENTIFIC INTERNATIONAL INC.

                                       AND

                J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION,

                                   AS TRUSTEE





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

                          SUPPLEMENTAL INDENTURE NO. 1

                            DATED AS OF MARCH 3, 2004

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

<PAGE>


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                 PAGE
                                                     ARTICLE 1
                                                    Definitions
<S>     <C>                                                                                                      <C>
Section 1.01.       Relation to Base Indenture....................................................................2
Section 1.02.       Definition of Terms...........................................................................2

                                                     ARTICLE 2
                                 General Terms and Conditions of the Senior Notes

Section 2.01.       Designation and Principal Amount..............................................................7
Section 2.02.       Maturity......................................................................................7
Section 2.03.       Form of Note..................................................................................7
Section 2.04.       Issue of Notes................................................................................7
Section 2.05.       Issuance in Global Form.......................................................................7
Section 2.06.       Interest......................................................................................7
Section 2.07.       No Sinking Fund...............................................................................8
Section 2.08.       Other Terms of Notes..........................................................................8

                                                     ARTICLE 3
                                              Redemption of the Notes

Section 3.01.       Optional Redemption...........................................................................8
Section 3.02.       Notice of Redemption..........................................................................8
Section 3.03.       Notes Redeemed in Part........................................................................9

                                                     ARTICLE 4
                             Repurchase at Option of Holders upon a Change in Control

Section 4.01.       Purchase at the Option of the Holder upon a Change in Control.................................9
Section 4.02.       Notice of Change in Control...................................................................9
Section 4.03.       Exercise of Option............................................................................9
Section 4.04.       Procedures...................................................................................10

                                                     ARTICLE 5
                           Purchase of Notes by the Company at the Option of the Holder

Section 5.01.       Purchase of Notes by the Company at the Option of the Holder.................................11

                                                     ARTICLE 6
                           Conditions and Procedures for Purchases at Option of Holders

Section 6.01.       Notice of Purchase Date or Change in Control.................................................13
Section 6.02.       Effect of Purchase Notice or Change in Control Purchase Notice; Effect of Event
                       of Default................................................................................14
</TABLE>



                                      -i-
<PAGE>


<TABLE>
<CAPTION>
                                                                                                               PAGE
<S>     <C>                                                                                                    <C>
Section 6.03.       Notes Purchased in Part......................................................................16
Section 6.04.       Covenant to Comply with Securities Laws upon Purchase of Notes...............................16
Section 6.05.       Repayment to the Company.....................................................................16
Section 6.06.       Officers' Certificate........................................................................16

                                                     ARTICLE 7
                                                 Events of Default

Section 7.01.       Events of Default............................................................................17

                                                     ARTICLE 8
                                                    Defeasance

Section 8.01.       Defeasance...................................................................................17

                                                     ARTICLE 9
                                              Modification and Waiver

Section 9.01.       Modification and Waiver......................................................................17

                                                    ARTICLE 10
                                                    Conversion

Section 10.01.      Right To Convert.............................................................................18
Section 10.02.      Conversion Procedures........................................................................20
Section 10.03.      Cash Payments in Lieu of Fractional Shares...................................................21
Section 10.04.      Taxes on Conversion..........................................................................21
Section 10.05.      Covenants of the Company.....................................................................21
Section 10.06.      Adjustments to Conversion Rate...............................................................22
Section 10.07.      Calculation Methodology......................................................................25
Section 10.08.      When No Adjustment Required..................................................................25
Section 10.09.      Notice of Adjustment.........................................................................26
Section 10.10.      Voluntary Increase...........................................................................26
Section 10.11.      Notice to Holders Prior to Certain Actions...................................................26
Section 10.12.      Effect of Reclassification, Consolidation, Merger, Binding Share Exchange or Sale............27
Section 10.13.      Responsibility of Trustee....................................................................28
Section 10.14.      Successive Adjustments.......................................................................28
Section 10.15.      General Considerations.......................................................................28
Section 10.16.      Payment of Cash in Lieu of Common Stock......................................................28

                                                    ARTICLE 11
                                               Additional Covenants

Section 11.01.      Prohibition on Incurrence of Subordinated Debt that is Senior to the Notes...................29
</TABLE>



                                      -ii-
<PAGE>

<TABLE>
<CAPTION>
                                                                                                               PAGE
<S>     <C>                                                                                                    <C>
                                                    ARTICLE 12
                                                      Ranking

Section 12.01.      Ranking......................................................................................30

                                                    ARTICLE 13
                                                   Miscellaneous

Section 13.01.      Ratification of Indenture....................................................................30
Section 13.02.      Trustee Not Responsible for Recitals.........................................................30
Section 13.03.      New York Law to Govern.......................................................................30
Section 13.04.      Separability.................................................................................30
Section 13.05.      Counterparts.................................................................................30
</TABLE>




                                      -iii-
<PAGE>

     THIS SUPPLEMENTAL INDENTURE No. 1 (this "SUPPLEMENTAL INDENTURE NO. 1"),
dated as of March 3, 2004, is between FISHER SCIENTIFIC INTERNATIONAL INC., a
Delaware corporation (the "COMPANY"), and J.P. MORGAN TRUST COMPANY, NATIONAL
ASSOCIATION, a national banking association duly organized and existing under
the laws of the United States, as Trustee (the "TRUSTEE").

                                 R E C I T A L S

     WHEREAS, the Company has heretofore executed and delivered to the Trustee a
Subordinated Indenture dated as of January 20, 2004 between the Company and the
Trustee (the "BASE INDENTURE" and together with this Supplemental Indenture No.
1, the "INDENTURE"), providing for the issuance from time to time of series of
the Company's Securities (as defined in the Base Indenture);

     WHEREAS, Section 901(4) of the Base Indenture provides for the Company and
the Trustee to enter into an indenture supplemental to the Base Indenture to
establish the form or terms of Securities of any series as permitted by Sections
201 or 301 of the Base Indenture;

     WHEREAS, pursuant to Section 301 of the Base Indenture, the Company wishes
to provide for the issuance of a new series of Securities to be known as its
3.25% Convertible Senior Subordinated Notes due March 1, 2024 (the "NOTES"), the
form and terms of such Notes and the terms, provisions and conditions thereof to
be set forth as provided in this Supplemental Indenture No. 1;

     WHEREAS, the Company has requested that the Trustee execute and deliver
this Supplemental Indenture No. 1 and the Company further certifies that all
requirements necessary to make this Supplemental Indenture No. 1 a valid,
binding and enforceable instrument in accordance with its terms, and to make the
Notes, when executed by the Company and authenticated and delivered by the
Trustee, the valid, binding and enforceable obligations of the Company, have
been done and performed, and the execution and delivery of this Supplemental
Indenture No. 1 has been duly authorized in all respects.

     NOW, THEREFORE, in consideration of the covenants and agreements set forth
herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:


<PAGE>

                                   ARTICLE 1
                                   DEFINITIONS


     Section 1.01. Relation to Base Indenture. This Supplemental Indenture No. 1
constitutes an integral part of the Base Indenture.

     Section 1.02. Definition of Terms. For all purposes of this Supplemental
Indenture No. 1:

          (a) Capitalized terms used herein without definition shall have the
     meanings specified in the Base Indenture;

          (b) a term defined anywhere in this Supplemental Indenture No. 1 has
     the same meaning throughout;

          (c) the singular includes the plural and vice versa;

          (d) headings are for convenience of reference only and do not affect
     interpretation;

          (e) the following terms have the meanings given to them in this
     Section 1.02(e):

     "BENEFICIAL OWNER" has the meaning set forth in Rule 13d-3 of the Exchange
Act.

     "CAPITAL STOCK" of any Person means any and all shares (including ordinary
shares or American Depositary Shares), interests, rights to purchase, warrants,
options, participations or other equivalents of or interests in (however
designated) capital stock or other equity participations, including partnership
interests, whether general or limited, of such Person and any rights (other than
debt securities convertible or exchangeable into an equity interest), warrants
or options to acquire an equity interest in such Person.

     "CASH AMOUNT" has the meaning set forth in Section 10.16.

     "CASH SETTLEMENT AVERAGING PERIOD" has the meaning set forth in Section
10.16.

     "CASH SETTLEMENT NOTICE PERIOD" has the meaning set forth in Section 10.16.

     A "CHANGE IN CONTROL" shall be deemed to have occurred at such time after
the original issuance of the Notes as any of the following occurs: (a) a
"person" or "group" within the meaning of Section 13(d) of the Exchange Act,
other than the Company, any Subsidiary of the Company, any employee benefit plan
of the Company or any such Subsidiary or Mr. Paul Montrone, Mr. Paul Meister and
individuals who are officers, directors, employees and other members of
management of the Company as of the date of the issuance of the Notes, or
immediate family members or relatives thereof, or trusts or partnerships for the
benefit of, or companies or other entities owned by, any of the foregoing, or
any of their heirs, executors, successors or legal representatives, who at any
particular date shall beneficially own or have the right to acquire directly



                                      -2-
<PAGE>

or indirectly, common stock of the Company files a Schedule TO (or any other
schedule, form or report under the Exchange Act) disclosing that such Person or
group has become the direct or indirect ultimate Beneficial Owner of Common
Equity of the Company representing more than 50% of the voting power of the
Company's Common Equity; (b) consummation of any share exchange, consolidation
or merger of the Company pursuant to which the Common Stock will be converted
into cash, securities or other property or any sale, lease or other transfer (in
one transaction or a series of transactions) of all or substantially all of the
consolidated assets of the Company and its Subsidiaries, taken as a whole, to
any Person (other than the Company or one or more of the Company's
Subsidiaries); provided, however, that a transaction where the holders of the
Company's Common Equity immediately prior to such transaction own, directly or
indirectly, more than 50% of the aggregate voting power of all classes of Common
Equity of the continuing or surviving corporation or transferee immediately
after such event shall not be a Change in Control; or (c) Continuing Directors
cease to constitute at least a majority of the Board of Directors; provided,
however, that a Change in Control shall not be deemed to have occurred in
respect of any of the foregoing if either (i) the Last Reported Sale Price per
share of Common Stock for any five Trading Days within the period of ten
consecutive Trading Days ending immediately before the later of the Change in
Control or the public announcement thereof shall equal or exceed 105% of the
Conversion Price of the Notes in effect immediately before the Change in Control
or the public announcement thereof; or (ii) at least 90% of the consideration
(excluding cash payments for fractional shares) in the transaction or
transactions constituting the Change in Control consists of shares of capital
stock traded on a national securities exchange or quoted on the NASDAQ National
Market (or which shall be so traded or quoted when issued or exchanged in
connection with such Change in Control) (such securities being referred to as
"Publicly Traded Securities") and as a result of such transaction or
transactions the Notes become convertible into such Publicly Traded Securities
(excluding cash payments for fractional shares).

     "CHANGE IN CONTROL PURCHASE DATE" has the meaning set forth in Section
4.01.

     "CHANGE IN CONTROL PURCHASE NOTICE" has the meaning set forth in Section
4.03.

     "CHANGE IN CONTROL PURCHASE PRICE" has the meaning set forth in Section
4.01.

     "COMMON EQUITY" of any Person means Capital Stock of such Person that is
generally entitled to (1) vote in the election of directors of such Person or
(2) if such Person is not a corporation, vote or otherwise participate in the
selection of the governing body, partners, managers or others that will control
the management or policies of such Person.

     "COMMON STOCK" means the common stock, par value $0.01 per share, of the
Company.

     "COMPANY NOTICE" has the meaning set forth in Section 6.01.

     "COMPANY NOTICE DATE" has the meaning set forth in Section 6.01.

     "CONTINUING DIRECTORS" means, as of any date of determination, any member
of the Board of Directors of the Company (i) who was a member of such Board of
Directors on February 18, 2004; or (2) who becomes a member subsequent to
February 18, 2004 and whose



                                      -3-
<PAGE>

appointment, election, or nomination for election by the stockholders of the
Company is duly approved by a majority of the Continuing Directors who were
members of such Board at the time of the relevant appointment, nomination or
election, either by specific vote or by approval of the proxy statement issued
by the Company on behalf of the Board of Directors in which such individual is
named as a nominee for director.

     "CONVERSION AGENT" means the office or agency designated by the Company
where Notes may be presented for conversion.

     "CONVERSION DATE" has the meaning set forth in Section 10.02.

     "CONVERSION OBLIGATION" has the meaning set forth in Section 10.16.

     "CONVERSION PERIOD" means the period from and including the eleventh
Trading Day in a fiscal quarter of the Company to, but excluding, the eleventh
Trading Day of the following fiscal quarter.

     "CONVERSION PRICE" means $1,000 divided by the Conversion Rate.

     "CONVERSION RATE" has the meaning set forth in Section 10.01.

     "CONVERSION RETRACTION PERIOD" has the meaning set forth in Section 10.16.

     "CONVERSION VALUE" means the product of (a) the Last Reported Sale Price of
the Common Stock on a given day and (b) the applicable Conversion Rate.

     "DISTRIBUTED ASSETS OR NOTES" has the meaning provided in Section 10.06(c).

     "DISTRIBUTION ADJUSTMENT MARKET PRICE" means, with respect to the per share
of Common Stock of the Company on any day, the average of the Last Reported Sale
Prices for the 10 consecutive Trading Days commencing on and including the "ex
date" with respect to the issuance or distribution requiring such computations.
As used herein, the term "ex date," when used with respect to any issuance or
distribution, shall mean the first date upon which a sale of shares of Common
Stock does not automatically transfer the right to receive the relevant dividend
from the seller of such Common Stock to its buyer.

     "EQUITY INTERESTS" means any capital stock, partnership, joint venture,
member or limited liability or unlimited liability company interest, beneficial
interest in a trust or similar entity or other equity interest or investment of
whatever nature.

     "FAIR MARKET VALUE" means, with respect to any asset or property, the price
which could be negotiated in an arm's-length, free market transaction, for cash,
between a willing seller and a willing and able buyer, neither of whom is under
undue pressure or compulsion to complete the transaction. Fair Market Value
shall be determined by the Board of Directors acting reasonably and in good
faith.

     "FINAL NOTICE DATE" has the meaning set forth in Section 10.16.



                                      -4-
<PAGE>

     "INITIAL PUBLIC OFFERING" means, in the event of a Spin-Off, the first time
securities of the same class or type as the securities being distributed in the
Spin-Off are bona fide offered to the public for cash.

     "INTEREST PAYMENT DATE" as to the Notes, shall have the meaning set forth
in Section 2.06; and as to other Securities issued under the Base Indenture,
shall mean the Stated Maturity of an installment of interest on such Securities.

     "LAST REPORTED SALE PRICE" of Common Stock on any date means the closing
sale price per share (or, if no closing sale price is reported, the average of
the bid and ask prices or, if more than one in either case, the average of the
average bid and the average ask prices) on that date as reported in composite
transactions for the principal U.S. securities exchange on which the Common
Stock is traded or, if the Common Stock is not listed on a U.S. national or
regional securities exchange, as reported by the Nasdaq National Market. If the
Common Stock is not listed for trading on a U.S. national or regional securities
exchange and not reported by the Nasdaq National Market on the relevant date,
the "Last Reported Sale Price" shall be the last quoted bid price for the Common
Stock in the over-the-counter market on the relevant date as reported by the
National Quotation Bureau or similar organization. If the Common Stock is not so
quoted, the "Last Reported Sale Price" will be the average of the midpoint of
the last bid and ask prices for the Common Stock on the relevant date from each
of at least three nationally recognized independent investment banking firms
selected by the Company for this purpose.

     "MARKET PRICE" means the average of the Last Reported Sale Prices of the
Common Stock for the 20 Trading Day period ending on the applicable date of
determination (if the applicable date of determination is a Trading Day or, if
not, then on the last Trading Day prior to such applicable date of
determination), appropriately adjusted to take into account the occurrence,
during the period commencing on the first of the Trading Days during such 20
Trading Day period and ending on the applicable date of determination, of any
event that would result in an adjustment of the Conversion Rate under this
Indenture.

     "MATURITY DATE" shall have the meaning specified in Section 2.02.

     "MAXIMUM CONVERSION RATE" has the meaning set forth in Section 10.06(h)
hereof.

     "PURCHASE DATE" has the meaning set forth in Section 5.01(a).

     "PURCHASE NOTICE" has the meaning set forth in Section 5.01(a).

     "PURCHASE PRICE" has the meaning provided in paragraph 7 of the Note.

     "RECORD DATE" shall have the meaning set forth in Section 2.06.

     "SEMI-ANNUAL INTEREST PAYMENT PERIOD" means the period from March 1 of a
year to August 31 of such year or the period from September 1 of a year through
February 28 or 29, as the case may be, of the following year, as the case may
be.



                                      -5-
<PAGE>

     "SPIN-OFF" means a dividend or other distribution of shares of Capital
Stock of any class or series, or similar Equity Interests, of or relating to a
Subsidiary or other business unit of the Company.

     "SPIN-OFF MARKET PRICE" (a) per share of Common Stock means (i) in the
event a Spin-Off is not effected simultaneously with an Initial Public Offering,
the average of the Last Reported Sale Prices of the Common Stock for the ten
Trading Days after the "ex date" with respect to such Spin-Off or (ii) in the
event an Initial Public Offering is effected simultaneously with the Spin-Off,
the Last Reported Sale Price of the Common Stock on the Trading Day on which the
initial public offering price of securities being distributed in the Initial
Public Offering is determined and (b) per Equity Interest of a Subsidiary or
other business unit of the Company means (i) in the event a Spin-Off is not
effected simultaneously with an Initial Public Offering, the average of the
closing sale prices of such Equity Interest to be distributed with respect to
one share of Common Stock for the ten Trading Days after the "ex date" with
respect to such Spin-Off or (ii) in the event an Initial Public Offering is
effected simultaneously with the Spin-Off, the initial public offering price in
the Initial Public Offering of such Equity Interest to be distributed with
respect to one share of Common Stock.

     "SUBSIDIARY" of any Person means (a) any corporation, association or other
business entity (other than a partnership, joint venture, limited liability
company or similar entity) of which more than 50% of the total ordinary voting
power of shares of Capital Stock entitled (without regard to the occurrence of
any contingency) to vote in the election of directors, managers or trustees
thereof (or persons performing similar functions) or (b) any partnership, joint
venture, limited liability company or similar entity of which more than 50% of
the capital accounts, distribution rights, total equity and voting interests or
general or limited partnership interests, as applicable, are, in the case of
clauses (a) and (b), at the time owned or controlled, directly or indirectly, by
(1) such Person, (2) such Person and one or more Subsidiaries of such Person or
(3) one or more Subsidiaries of such Person. Unless otherwise specified herein,
each reference to a Subsidiary will refer to a Subsidiary of the Company.

     "TRADING DAY" means (a) if the applicable security is listed, admitted for
trading or quoted on the New York Stock Exchange, the NASDAQ National Market or
another national security exchange, a day on which the New York Stock Exchange,
the NASDAQ National Market or another national security exchange, as the case
may be, is open for business or (b) if the applicable security is not so listed,
admitted for trading or quoted, any day other than a Saturday or Sunday or a day
on which banking institutions in the State of New York are authorized or
obligated by law, regulation or executive order to close.

     "UNDERWRITERS" shall mean Goldman, Sachs & Co., Deutsche Bank Securities
Inc. and Lazard Freres & Co. LLC.

     "UNDERWRITING AGREEMENT" shall mean the underwriting agreement, dated
February 18, 2004, between the Company and the Underwriters.

     The terms "COMPANY," "TRUSTEE," "INDENTURE," "BASE INDENTURE" and "NOTES"
shall have the respective meanings set forth in the recitals to this
Supplemental Indenture No. 1 and the paragraph preceding such recitals.



                                      -6-
<PAGE>

                                   ARTICLE 2
                GENERAL TERMS AND CONDITIONS OF THE SENIOR NOTES


     Section 2.01. Designation and Principal Amount. There is hereby authorized
a series of Securities designated as 3.25% Convertible Senior Subordinated Notes
due March 1, 2024 limited in aggregate principal amount to $300 million (or up
to not more than $330 million as a result of exercises of the over-allotment
option granted to the Underwriters pursuant to the Underwriting Agreement).

     Section 2.02. Maturity. The Notes shall become due and payable at final
maturity, together with any accrued and unpaid interest, on March 1, 2024 (the
"MATURITY DATE").

     Section 2.03. Form of Note. The Notes and the Trustee's Certificate of
Authentication to be endorsed thereon are to be substantially in the forms
attached as Exhibit A hereto, with such changes therein as the officers of the
Company executing the Notes (by manual or facsimile signature) may approve, such
approval to be conclusively evidenced by their execution thereof.

     Section 2.04. Issue of Notes. Notes in the aggregate principal amount of
$300 million (or up to not more than $330 million as a result of exercises of
the over-allotment option granted to the Underwriters pursuant to the
Underwriting Agreement) may from time to time, upon execution of this
Supplemental Indenture No. 1, be executed by the Company and delivered to the
Trustee for authentication, and the Trustee shall thereupon authenticate and
deliver said Notes to or upon the written order of the Company pursuant to
Section 303 of the Base Indenture without any further action by the Company
(other than as required by the Base Indenture).

     Section 2.05. Issuance in Global Form. The Notes shall be issued as one or
more Global Securities, representing the aggregate principal amount of the
Notes, and shall be deposited with the Trustee as custodian for the Depositary.
The Notes shall be registered in the name of Cede & Co., or another nominee of
the Depositary. The Trustee shall treat the Depositary as the Holder of the
Notes for all purposes of this Indenture.

     Section 2.06. Interest. The Notes shall bear interest at a rate of 3.25%
per annum, payable semi-annually. Interest on the Notes shall be payable
semi-annually in arrears on March 1 and September 1 of each year (each, an
"INTEREST PAYMENT DATE"), commencing September 1, 2004, to the Person in whose
name such Note, or any predecessor Note, is registered at the close of business
on February 15 and August 15 of each year, as the case may be (each, a "RECORD
DATE"), or, if such Record Date is not a Business Day, at the close of business
on the immediately succeeding Business Day. Interest on the Notes will accrue
from the most recent date to which interest has been paid on the Notes or, if no
interest has been paid, from March 3, 2004.



                                      -7-
<PAGE>

     Section 2.07. No Sinking Fund. The Notes are not entitled to the benefit of
any sinking fund.

     Section 2.08. Location of Register, Transfer and Exchange. The principal
of, and interest on, the Notes is payable at the Corporate Trust Office.
Additionally, any register, transfer or exchange of the Notes may be made at the
Corporate Trust Office.

     Section 2.09. Other Terms of Notes. The other terms of the Notes shall be
as expressly set forth in Articles 3, 4, 5, 6, 7, 8, 9, 10, 11 and 12 hereof and
Exhibit A hereto.

     The words "herein", "hereof" and "hereunder" and other words of similar
import refer to this Supplemental Indenture No. 1 as a whole and not to any
particular Article, Section or other subdivision.

                                   ARTICLE 3
                             REDEMPTION OF THE NOTES


     Section 3.01. Optional Redemption. On or after March 2, 2011, the Notes may
be redeemed for cash, as a whole or from time to time in part, subject to the
conditions specified in the form of Note set forth in Exhibit A hereto, which is
hereby incorporated by reference and made a part of this Indenture, in an amount
equal to the Redemption Price.

     Section 3.02. Notice of Redemption. Notice of redemption shall be given in
the manner provided for in Section 1105 of the Base Indenture, except that the
following additional information shall all be included in any redemption notice:

               (i) the name and address of the Paying Agent,

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

               (iii) the CUSIP number, that no representation is made as to the
          accuracy or correctness of the CUSIP number, if any, listed in such
          notice or printed on the Notes, and any redemption shall not be
          affected by any defect in such CUSIP numbers,

               (iv) the paragraph of the Notes pursuant to which the Notes are
          to be redeemed,

               (v) the then current Conversion Rate,

               (vi) that the Notes called for redemption may be converted at any
          time before the close of business on the Business Day immediately
          preceding the Redemption Date, and



                                      -8-
<PAGE>

               (vii) the Holders who wish to convert Notes must comply with the
          procedures in paragraph 8 of the Notes.

          Section 3.03. Notes Redeemed in Part. If a Holder converts a portion
of its Note prior to receipt of the redemption notice for a Note to be redeemed
only in part, the converted portion will be deemed to be from the portion
selected for redemption. In the event of any redemption in part, the Company
will not be required to (i) issue, register the transfer of or exchange any Note
during a period of 15 days be-fore the mailing of the redemption notice; or (ii)
register the transfer of or exchange any Note so selected for redemption, in
whole or in part, except the unredeemed portion of any Note being redeemed in
part.

                                   ARTICLE 4
            REPURCHASE AT OPTION OF HOLDERS UPON A CHANGE IN CONTROL


          Section 4.01. Purchase at the Option of the Holder upon a Change in
Control. If a Change in Control shall occur, each Holder shall have the right,
at such Holder's option, to require the Company to purchase for cash any or all
of such Holder's Notes on the date that is no later than 35 days after the date
of the Company Notice of the occurrence of such Change in Control (subject to
extension to comply with applicable law, as provided in Section 6.04) (the
"CHANGE IN CONTROL PURCHASE DATE"). The Notes shall be repurchased in integral
multiples of $1,000 of the principal amount. The Company shall purchase such
Notes at a price (the "CHANGE IN CONTROL PURCHASE PRICE") equal to 100% of the
principal amount of the Notes to be purchased plus accrued and unpaid interest,
if any to the Change in Control Purchase Date. No Notes may be purchased at the
option of the Holders upon a Change in Control if there has occurred and is
continuing an Event of Default (other than an Event of Default that is cured by
the payment of the Change in Control Purchase Price of the Notes).

          Section 4.02. Notice of Change in Control. The Company, or at its
request (which must be received by the Paying Agent at least three Business Days
(or such lesser period as agreed to by the Paying Agent) prior to the date the
Paying Agent is requested to give such notice as de-scribed below), the Paying
Agent in the name of and at the expense of the Company, shall mail to all
Holders and the Trustee a Company Notice of the occurrence of a Change in
Control and of the purchase right arising as a result thereof, including the
information required by Section 6.01, on or before the 30th day after the
occurrence of such Change in Control.

          Section 4.03. Exercise of Option. For a Note to be so purchased at the
option of the Holder, the Paying Agent must receive such Note duly endorsed for
transfer, together with a written notice of purchase (a "CHANGE IN CONTROL
PURCHASE NOTICE") and the form entitled "Option of Holder to Elect Purchase" on
the reverse thereof duly completed, on or before the 35th day after the date of
the Company Notice of the occurrence of such Change in Control, subject to
extension to comply with applicable law, as provided in Section 6.04. The Change
in Control Purchase Notice shall state:

               (i) if the Notes are certificated, the certificate numbers of the
          Notes which the Holder shall deliver to be purchased, or, if the Notes
          are not




                                      -9-
<PAGE>

          certificated, the Change in Control Purchase Notice must comply with
          appropriate Depositary procedures;

               (ii) the portion of the principal amount of the Notes which the
          Holder shall deliver to be purchased, which portion must be $1,000 in
          principal amount or an integral multiple thereof; and

               (iii) that such Notes shall be purchased as of the Change in
          Control Purchase Date pursuant to the terms and conditions specified
          in paragraph 7 of the Notes and in this Indenture.

          Section 4.04. Procedures. The Company shall purchase from a Holder,
pursuant to this Article 4, Notes if the principal amount of such Notes is
$1,000 or a multiple of $1,000 if so requested by such Holder.

     Any purchase by the Company contemplated pursuant to the provisions of this
Article 4 shall be consummated by the delivery of the Change in Control Purchase
Price to be received by the Holder promptly following the later of the Change in
Control Purchase Date or the time of book-entry transfer or delivery of the
Notes.

     Notwithstanding anything herein to the contrary, any Holder delivering to
the Paying Agent the Change in Control Purchase Notice contemplated by Section
4.03 shall have the right at any time prior to the close of business on the
Business Day prior to the Change in Control Purchase Date to withdraw such
Change in Control Purchase Notice (in whole or in part) by delivery of a written
notice of withdrawal to the Paying Agent in accordance with Section 6.02.

     The Paying Agent shall promptly notify the Company of the receipt by it of
any Change in Control Purchase Notice or written notice of withdrawal thereof.

     On or before the Change in Control Purchase Date, the Company shall deposit
with the Paying Agent (or if the Company or an Affiliate of the Company is
acting as the Paying Agent, shall segregate and hold in trust) money sufficient
to pay the aggregate Change in Control Purchase Price of the Notes to be
purchased pursuant to this Article 4. Payment by the Paying Agent of the Change
in Control Purchase Price for such Notes shall be made promptly following the
later of the Change in Control Purchase Date or the time of book-entry transfer
or delivery of such Notes. If the Paying Agent holds, in accordance with the
terms of this Indenture, money sufficient to pay the Change in Control Purchase
Price of such Notes on the Business Day fol-lowing the Change in Control
Purchase Date, then, on and after such date, such Notes shall cease to be
outstanding and interest on such Notes shall cease to accrue, whether or not
book-entry transfer of such Notes is made or such Notes are delivered to the
Paying Agent, and all other rights of the Holder shall terminate (other than the
right to receive the Change in Control Purchase Price upon delivery or transfer
of the Notes). Nothing herein shall preclude any withholding tax required by
law.

     The Company shall require each Paying Agent (other than the Trustee) to
agree in writing that the Paying Agent shall hold in trust for the benefit of
Holders or the Trustee all money held by the Paying Agent for the payment of the
Change in Control Purchase Price and shall notify




                                      -10-
<PAGE>

the Trustee of any default by the Company in making any such payment. If the
Company or an Affiliate of the Company acts as Paying Agent, it shall segregate
the money held by it as Paying Agent and hold it as a separate trust fund. The
Company at any time may require a Paying Agent to deliver all money held by it
to the Trustee and to account for any funds disbursed by the Paying Agent. Upon
doing so, the Paying Agent shall have no further liability for the cash
delivered to the Trustee.

     All questions as to the validity, eligibility (including time of receipt)
and acceptance of any Notes for redemption shall be determined by the Company,
whose determination shall be final and binding.

                                   ARTICLE 5
          PURCHASE OF NOTES BY THE COMPANY AT THE OPTION OF THE HOLDER


          Section 5.01. Purchase of Notes by the Company at the Option of the
Holder. (a) On each of March 1, 2011, March 1, 2016 and March 1, 2021 (each, a
"PURCHASE DATE"), Holders shall have the option to require the Company to
purchase any Notes at 100% of the amount of the Notes to be purchased plus any
accrued and unpaid interest to such Purchase Date, upon:

                    (1) delivery to the Paying Agent by the Holder of a written
               notice of purchase (a "PURCHASE NOTICE") at any time from the
               opening of business on the date that is 20 Business Days prior to
               a Purchase Date until the close of business on the fifth Business
               Day prior to such Purchase Date, stating:

          (i)       if the Notes are certificated, the certificate numbers of
                    the Notes which the Holder will deliver to be purchased, or,
                    if the Notes are not certificated, the Purchase Notice must
                    comply with appropriate Depositary procedures;

          (ii)      the portion of the principal amount of the Notes which the
                    Holder will deliver to be purchased, which portion must be
                    $1,000 in principal amount or an integral multiple thereof;
                    and

          (iii)     that such Notes shall be purchased as of the Purchase Date
                    pursuant to the terms and conditions specified in paragraph
                    7 of the Notes and in this Indenture; and

                    (2) delivery or book-entry transfer of such Notes to the
               Paying Agent prior to, on or after the Purchase Date (together
               with all necessary endorsements) at the offices of the Paying
               Agent, such delivery or transfer being a condition to receipt by
               the Holder of the Purchase Price therefor; provided, however,
               that such Purchase Price shall be so paid pursuant to this
               Section 5.01 only if the Notes so delivered or transferred to the
               Paying




                                      -11-
<PAGE>

               Agent shall conform in all respects to the description thereof in
               the related Purchase Notice.

     The Purchase Price with respect to Notes purchased on the March 1, 2011
Purchase Date shall be paid in cash. The Purchase Price with respect to any Note
purchased on the March 1, 2016 Purchase Date or March 1, 2021 Purchase Date may
be paid, at the Company's option, in cash, Common Stock or a combination of cash
and Common Stock; provided that the Company may elect to terminate its right to
pay Common Stock, in whole or in part, for any Note at any time in its sole
discretion. If the Company elects to pay the Purchase Price in Common Stock or a
combination of cash and Common Stock, the Common Stock will be valued at 95% of
the average of the Last Reported Sale Prices of the Common Stock for the five
Trading Days ending on the third Trading Day preceding the applicable Purchase
Date.

     (b) The Company shall purchase from a Holder, pursuant to the terms of this
Section 5.01, Notes if the principal amount of such Notes is $1,000 or a
multiple of $1,000 if so requested by such Holder.

     (c) Any purchase by the Company contemplated pursuant to the provisions of
this Section 5.01 shall be consummated by the delivery of the Purchase Price to
be received by the Holder promptly following the later of the Purchase Date or
the time of book-entry transfer or delivery of the Notes.

     (d) Notwithstanding anything herein to the contrary, any Holder delivering
to the Paying Agent the Purchase Notice contemplated by this Section 5.01 shall
have the right at any time prior to the close of business on the Business Day
prior to the Purchase Date to withdraw such Purchase Notice (in whole or in
part) by delivery of a written notice of withdrawal to the Paying Agent in
accordance with Section 6.02.

     (e) The Paying Agent shall promptly notify the Company of the receipt by it
of any Purchase Notice or written notice of withdrawal thereof.

     (f) On or before the Purchase Date, the Company shall deposit with the
Paying Agent (or if the Company or an Affiliate of the Company is acting as the
Paying Agent, shall segregate and hold in trust) cash sufficient to pay the
aggregate cash Purchase Price of the Notes to be purchased pursuant to this
Section 5.01. Payment by the Paying Agent of the Purchase Price for such Notes
shall be made promptly following the later of the Purchase Date or the time of
book-entry transfer or delivery of such Notes. If the Paying Agent holds, in
accordance with the terms of this Indenture, cash and/or Common Stock, as the
case may be, sufficient to pay the Purchase Price of such Notes on the Business
Day following the Purchase Date, then, on and after such date, such Notes shall
cease to be outstanding and interest on such Notes shall cease to accrue,
whether or not book-entry transfer of such Notes is made or such Notes are
delivered to the Paying Agent, and all other rights of the Holder shall
terminate (other than the right to receive the Purchase Price upon delivery or
transfer of the Notes).

     (g) The Company shall require each Paying Agent (other than the Trustee) to
agree in writing that the Paying Agent shall hold in trust for the benefit of
Holders or the Trustee all cash held by the Paying Agent for the payment of the
Purchase Price and shall notify the



                                      -12-
<PAGE>

Trustee, of any default by the Company in making any such payment. If the
Company or an Affiliate of the Company acts as Paying Agent, it shall segregate
the cash and/or Common Stock, as the case may be, held by it as Paying Agent and
hold it as a separate trust fund. The Company at any time may require a Paying
Agent to deliver all cash and/or Common Stock, as the case may be, held by it to
the Trustee and to account for any funds disbursed by the Paying Agent. Upon
doing so, the Paying Agent shall have no further liability for the cash and/or
Common Stock, as the case may be, delivered to the Trustee.

                                   ARTICLE 6
          CONDITIONS AND PROCEDURES FOR PURCHASES AT OPTION OF HOLDERS


     Section 6.01. Notice of Purchase Date or Change in Control. The Company
shall send notices (each, a "COMPANY NOTICE") to the Holders (and to beneficial
owners as required by applicable law) at their addresses shown in the Security
Register maintained by the Security Registrar, and delivered to the Trustee and
Paying Agent, not less than 20 Business Days prior to each Purchase Date, in
accordance with Section 5.01 hereof, or on or before the 30th day after the
occurrence of the Change in Control, in accordance with Section 4.02 hereof, as
the case may be (each such date of delivery, a "COMPANY NOTICE DATE"). Each
Company Notice shall include a form of Purchase Notice or Change in Control
Purchase Notice to be completed by a Holder and shall state:

                    (i) the applicable Purchase Price (and, whether the Purchase
               Price will be paid in cash, Common Stock or the combination
               thereof) or Change in Control Purchase Price, excluding accrued
               and unpaid interest, Conversion Rate at the time of such notice
               (and any adjustments to the Conversion Rate) and, to the extent
               known at the time of such notice, the amount of interest that
               will be payable with respect to the Notes on the applicable
               Purchase Date or Change in Control Purchase Date;

                    (ii) if the notice relates to a Change in Control, the
               events causing the Change in Control and the date of the Change
               in Control;

                    (iii) the Purchase Date or Change in Control Purchase Date;

                    (iv) the last date on which a Holder may exercise its
               purchase right;

                    (v) the name and address of the Paying Agent and the
               Conversion Agent;

                    (vi) that Notes must be surrendered to the Paying Agent to
               collect payment of the Purchase Price or Change in Control
               Purchase Price;

                    (vii) that Notes as to which a Purchase Notice or Change in
               Control Purchase Notice has been given may be converted only if
               the applicable Purchase




                                      -13-
<PAGE>

               Notice or Change in Control Purchase Notice has been withdrawn in
               accordance with the terms of this Indenture;

                    (viii) that the Purchase Price or Change in Control Purchase
               Price for any Notes as to which a Purchase Notice or a Change in
               Control Purchase Notice, as applicable, has been given and not
               withdrawn shall be paid by the Paying Agent promptly following
               the later of the Purchase Date or Change in Control Purchase
               Date, as applicable, or the time of book-entry transfer or
               delivery of such Notes;

                    (ix) the procedures the Holder must follow under Article 4
               or 5 hereof, as applicable, and this Article 6;

                    (x) briefly, the conversion rights of the Notes;

                    (xi) that, unless the Company defaults in making payment of
               such Purchase Price or Change in Control Purchase Price on Notes
               covered by any Purchase Notice or Change in Control Purchase
               Notice, as applicable, interest will cease to accrue on and after
               the Purchase Date or Change in Control Purchase Date, as
               applicable;

                    (xii) the CUSIP number of the Notes; and

                    (xiii) the procedures for withdrawing a Purchase Notice or
               Change in Control Purchase Notice.

     In connection with providing such Company Notice, the Company will issue a
press release and publish a notice containing the information in such Company
Notice in a newspaper of general circulation in the City of New York or publish
such information on the Company's then existing website or through such other
public medium as the Company may use at the time.

     At the Company's request, made at least five Business Days prior to the
date upon which such notice is to be mailed, and at the Company's expense, the
Paying Agent shall give the Company Notice in the Company's name to the Holders;
provided, however, that, in all cases, the text of the Company Notice shall be
prepared by the Company.

     Section 6.02. Effect of Purchase Notice or Change in Control Purchase
Notice; Effect of Event of Default. Upon receipt by the Company of the Purchase
Notice or Change in Control Purchase Notice specified in Section 5.01 or Section
4.02, as applicable, the Holder of the Notes in respect of which such Purchase
Notice or Change in Control Purchase Notice, as the case may be, was given shall
(unless such Purchase Notice or Change in Control Purchase Notice is withdrawn
as specified in the following two paragraphs) thereafter be entitled to receive
solely the Purchase Price or Change in Control Purchase Price with respect to
such Notes. Such Purchase Price or Change in Control Purchase Price shall be
paid by the Paying Agent to such Holder promptly following the later of (i) the
Purchase Date or the Change in Control Purchase Date, as the case may be, with
respect to such Notes (provided the conditions in Section 5.01 or Section 4.02,
as applicable, have been satisfied) and (ii) the time of delivery or book-entry
transfer




                                      -14-
<PAGE>

of such Notes to the Paying Agent by the Holder thereof in the manner required
by Section 5.01 or Section 4.04, as applicable. Notes in respect of which a
Purchase Notice or Change in Control Purchase Notice, as the case may be, has
been given by the Holder thereof may not be converted for shares of Common Stock
on or after the date of the delivery of such Purchase Notice or Change in
Control Purchase Notice, as the case may be, unless such Purchase Notice or
Change in Control Purchase Notice, as the case may be, has first been validly
withdrawn as specified in the following two paragraphs.

     A Purchase Notice or Change in Control Purchase Notice, as the case may be,
may be withdrawn by means of a written notice of withdrawal delivered to the
office of the Paying Agent at any time prior to 5:00 p.m. New York City time on
the Business Day prior to the Purchase Date or the Change in Control Purchase
Date, as the case may be, to which it relates specifying:

                    (i) if the Notes are certificated, the certificate number of
               the Notes in respect of which such notice of withdrawal is being
               submitted, or, if not certificated, the written notice of
               withdrawal must comply with appropriate Depositary procedures;

                    (ii) the principal amount of the Notes with respect to which
               such notice of withdrawal is being submitted; and

                    (iii) the principal amount, if any, of such Notes which
               remains subject to the original Purchase Notice or Change in
               Control Purchase Notice, as the case may be, and which has been
               or shall be delivered for purchase by the Company.

     There shall be no purchase of any Notes pursuant to Article 4 or Article 5
hereof if an Event of Default has occurred and is continuing (other than a
default that is cured by the payment of the Purchase Price or Change in Control
Purchase Price, as the case may be). The Paying Agent shall promptly return to
the respective Holders thereof any Notes (i) with respect to which a Purchase
Notice or Change in Control Purchase Notice, as the case may be, has been
withdrawn in compliance with this Indenture, or (ii) held by it during the
continuance of an Event of Default (other than a default that is cured by the
payment of the Purchase Price or Change in Control Purchase Price, as the case
may be) in which case, upon such return, the Purchase Notice or Change in
Control Purchase Notice with respect thereto shall be deemed to have been
withdrawn.




                                      -15-
<PAGE>

          Section 6.03. Notes Purchased in Part. Any Notes that are to be
purchased only in part shall be surrendered at the office of the Paying Agent
(with, if the Company or the Trustee so requires, due endorsement by, or a
written instrument of transfer in form satisfactory to the Company and the
Trustee duly executed by, the Holder thereof or such Holder's attorney duly
authorized in writing) and the Company shall execute and the Trustee or the
Authenticating Agent shall authenticate and deliver to the Holder of such Notes,
without service charge, a new Note or Notes, of any authorized denomination as
requested by such Holder in aggregate principal amount equal to, and in exchange
for, the portion of the principal amount of the Notes so surrendered which is
not purchased or redeemed.

          Section 6.04. Covenant to Comply with Securities Laws upon Purchase of
Notes. In connection with any offer to purchase Notes under Article 4 or Article
5 hereof, the Company shall, to the extent applicable, (a) comply with Rules
13e-4 and 14e-1 (and any successor provisions thereto) under the Exchange Act,
if applicable; (b) file the related Schedule TO (or any successor schedule, form
or report) under the Exchange Act, if applicable; and (c) otherwise comply with
all applicable federal and state securities laws so as to permit the rights and
obligations under Article 4 or Article 5 hereof to be exercised in the time and
in the manner specified in Article 4 or Article 5 hereof.

          Section 6.05. Repayment to the Company. The Trustee and the Paying
Agent shall return to the Company (unless the abandoned property law designates
another person) any cash or property that remains unclaimed as provided in
paragraph 11 of the Notes, together with interest that the Trustee or Paying
Agent, as the case may be, has agreed to pay, if any, held by them for the
payment of a Purchase Price or Change in Control Purchase Price, as the case may
be; provided, however, that to the extent that the aggregate amount of cash or
property deposited by the Company pursuant to Section 5.01(f) or 4.04, as
applicable, exceeds the aggregate Purchase Price or Change in Control Purchase
Price, as the case may be, of the Notes or portions thereof which the Company is
obligated to purchase as of the Purchase Date or Change in Control Purchase
Date, as the case may be, then promptly on and after the Business Day
immediately following the Purchase Date or Change in Control Purchase Date, as
the case may be, the Trustee and the Paying Agent shall return any such excess
to the Company together with interest that the Trustee or Paying Agent, as the
case may be, has agreed to pay, if any.

          Section 6.06. Officers' Certificate. At least five Business Days
before the Company Notice Date, the Company shall deliver an Officers'
Certificate to the Trustee (provided that at the Company's option, the matters
to be addressed in such Officers' Certificate may be divided among two such
certificates) specifying:

                    (i) the manner of payment selected by the Company; and

                    (ii) whether the Company desires the Trustee to give the
               Company Notice to the Holders required by Section 6.01 herein.



                                      -16-
<PAGE>

                                   ARTICLE 7
                               EVENTS OF DEFAULT


          Section 7.01. Events of Default. "EVENT OF DEFAULT", wherever used
herein with respect to the Notes means, in addition to the provisions set forth
in Section 501 of the Base Indenture, any one of the following events:

                    (1) failure to make any payment at maturity on any
               Indebtedness in an amount in excess of $25 million in the
               aggregate for all such Indebtedness and such amount has not been
               paid or discharged within 30 days after notice is given in
               accordance with the indenture governing such Indebtedness;

                    (2) a default by the Company on any Indebtedness that
               results in the acceleration of any such Indebtedness in an amount
               in excess of $25 million in the aggregate for all such
               Indebtedness, without this Indebtedness being discharged or the
               acceleration being rescinded or annulled for 30 days after notice
               is given in accordance with this Indenture;

                    (3) failure to pay the repurchase price when required to do
               so in connection with Holders' exercise of their option to
               require us to repurchase their Notes; and

                    (4) failure to deliver shares of Common Stock within ten
               days after such Common Stock is required to be delivered upon
               conversion of a Note pursuant to Article 11 of this Indenture.

                                   ARTICLE 8
                                   DEFEASANCE


          Section 8.01. Defeasance. The Notes shall be subject to defeasance at
the option of the Company in accordance with the terms and conditions set forth
in Section 1301 of the Base Indenture, subject to the obligations of the Company
under Article 10 of this Supplemental Indenture No. 1, which shall survive,
unless otherwise terminated or discharged pursuant to this Indenture.

                                   ARTICLE 9
                             MODIFICATION AND WAIVER


          Section 9.01. Modification and Waiver. (a) In addition to the
restrictions set forth in the Base Indenture, no modification or amendment may,
without the consent of the Holder of each outstanding Note:



                                      -17-
<PAGE>

                    (i) change the terms applicable to redemption or repurchase
               in a manner adverse to the Holder; or

                    (ii) make any change that adversely affect the right to
               convert the Notes, or decrease the conversion rate with respect
               to the Notes.

               (b) The Company has the unilateral right at any time to eliminate
          its option to use its Common Stock to satisfy certain obligations
          arising with respect to the Notes in situations where the Company
          currently has the right to elect to satisfy such obligation in cash or
          its stock. In particular, and without limitation, the Company has the
          unilateral right to eliminate its ability to satisfy the principal
          amount of the Notes in stock upon the conversion of the Notes or upon
          a Holder's exercise of its right to require the Company to redeem the
          Notes under Sections 4.01 and 5.01 of this Supplemental Indenture No.
          1.

                                   ARTICLE 10
                                   CONVERSION


          Section 10.01. Right To Convert. A Holder may convert its Notes for
Common Stock at any time during which the following conditions are met:

          (a) if, in any Conversion Period on any date on or prior to March 1,
     2019, the Last Reported Sale Price of the Common Stock for at least twenty
     Trading Days in a period of thirty consecutive Trading Days ending on the
     first day of such Conversion Period was more than 120% of the applicable
     Conversion Price;

          (b) if, on any date after March 1, 2019, the Last Reported Sale Price
     of the Common Stock is more than 120% of the applicable Conversion Price
     (and, in such event, the Notes shall be convertible into Common Stock at
     any time thereafter (prior to the earlier of the close of business on March
     1, 2024 or the second Business Day immediately preceding the Redemption
     Date for a Note), subject to the conditions of this Article 10);

          (c) during any period in which both (A) the credit rating assigned to
     the Notes by Moody's Investors Service, Inc. is Caa2 or lower and (B) the
     credit rating assigned to the Notes by Standard & Poor's Ratings Services
     is CCC or lower;

          (d) during any period in which neither Moody's Investors Service, Inc.
     (or its successors) nor Standard & Poor's Rating Services (or its
     successors) continues to assign credit ratings to the Notes;

          (e) in the event that the Company calls the Notes for redemption, at
     any time prior to the close of business on the second Business Day
     immediately preceding the Redemption Date;



                                      -18-
<PAGE>

          (f) for the five Business Day period after any five consecutive
     Trading Day period in which the average of the closing trading prices for
     the Notes (as determined by the Bid Solicitation Agent) for such five
     Trading Day Period was less than 97% of the average Conversion Value for
     the Notes during that period; provided, however, if on the Conversion Date,
     the Last Reported Sale Price of the Common Stock is greater than the then
     current Conversion Price and less than or equal to 120% of the then current
     Conversion Price, and the Notes are not otherwise convertible, the Company
     may satisfy such conversion, at its option, in cash, Common Stock or a
     combination of cash and Common Stock with a value equal to the principal
     amount of such Note to be converted (any such Common Stock so utilized to
     satisfy such conversion pursuant to this proviso will be valued at 100% of
     the average of the Last Reported Sale Prices of the Common Stock for the
     five Trading Days ending on the third Trading Day preceding the Conversion
     Date);

          (g) the Company becomes a party to a consolidation, merger or binding
     share exchange pursuant to which the Common Stock would be converted into
     cash or property (other than securities), in which case a Holder may
     surrender Notes for conversion at any time from and after the date which is
     15 days prior to the anticipated effective date for the transaction until
     15 days after the actual effective date of such transaction; or

          (h) the Company elects to (i) distribute to all or substantially all
     holders of Common Stock assets, debt securities or Capital Stock of the
     Company, which distribution has a per share value as determined by the
     Board of Directors exceeding 10% of the Last Reported Sale Price of a share
     of Common Stock on the Trading Day immediately preceding the declaration
     date for such distribution, or (ii) distribute to all or substantially all
     holders of Common Stock rights, options or warrants entitling them to
     purchase shares of Common Stock at less than the Last Reported Sale Price
     of Common Stock on the Trading Day immediately preceding the declaration
     date of the distribution. In the case of the foregoing clauses (i) and
     (ii), the Company must notify the Holders at least 20 Business Days
     immediately prior to the ex-dividend date for such distribution. Once the
     Company has given such notice, Holders may surrender their Notes for
     conversion at any time thereafter until the earlier of the close of
     business on the Business Day immediately prior to the ex-dividend date or
     the Company's announcement that such distribution will not take place even
     if the Notes are not convertible at such time; provided, however, that a
     Holder may not exercise this right to convert if the Holder may participate
     in the distribution without conversion. As used herein, the term "ex
     dividend date" or "ex-date" when used with respect to any issuance or
     distribution, shall mean the first date upon which a sale of shares of
     Common Stock does not automatically transfer the right to receive the
     relevant dividend from the seller of such Common Stock to its buyer.

     The number of shares of Common Stock issuable upon conversion of a Note per
$1,000 principal amount (the "CONVERSION RATE") shall be that set forth in
paragraph 8 in the Notes, subject to adjustment as herein set forth. The initial
Conversion Rate is 12.4378 shares of Common Stock issuable upon conversion of a
Note per $1,000 principal amount.

     A Holder may convert a portion of the principal amount of Notes if the
portion is $1,000 or a multiple of $1,000.



                                      -19-
<PAGE>

          Section 10.02. Conversion Procedures. To convert Notes, a Holder must
satisfy the requirements in this Section 10.02 and in paragraph 8 of the Notes.
The date on which the Holder satisfies all those requirements and delivers an
irrevocable conversion notice, together, if the Notes are in certificated form,
with the certificated Note, to the Conversion Agent along with appropriate
endorsements and transfer documents, if required, and pay any transfer or
similar tax, if required, is the conversion date (the "CONVERSION DATE"). As
soon as practicable, but in no event later than the fifth Business Day following
the Conversion Date, the Company shall deliver to the Holder, through the
Conversion Agent, a certificate for the number of full shares of Common Stock
issuable upon the conversion and cash in lieu of any fractional share determined
pursuant to Section 10.03. Upon conversion, the Company may choose to deliver,
in lieu of shares of Common Stock, cash or a combination of cash and shares of
Common Stock as set forth in Section 10.16. The Person in whose name the
certificate is registered shall be treated as a stockholder of record on and
after the Conversion Date; provided, however, that no surrender of Notes on any
date when the stock transfer books of the Company shall be closed shall be
effective to constitute the Person or Persons entitled to receive the shares of
Common Stock upon such conversion as the record holder or holders of such shares
of Common Stock on such date, but such surrender shall be effective to
constitute the Person or Persons entitled to receive such shares of Common Stock
as the record holder or holders thereof for all purposes at the close of
business on the next succeeding day on which such stock transfer books are open;
such conversion shall be at the Conversion Rate in effect on the date that such
Notes shall have been surrendered for conversion, as if the stock transfer books
of the Company had not been closed. Upon conversion of Notes, such Person shall
no longer be a Holder of such Notes.

     No payment or adjustment shall be made for dividends on or other
distributions with respect to any Common Stock except as provided in Section
10.06 or as otherwise provided in this Indenture.

     On conversion of Notes, that portion of accrued interest, if any, with
respect to the converted Notes shall not be canceled, extinguished or forfeited,
but rather shall be deemed to be paid in full to the Holder thereof through
delivery of the Common Stock (together with the cash payment, if any, in lieu of
fractional shares) or cash or a combination of cash and Common Stock in exchange
for the Notes being converted pursuant to the provisions hereof, and the cash or
the Fair Market Value of such shares of Common Stock (together with any such
cash payment in lieu of fractional shares) shall be treated as issued, to the
extent thereof, first in exchange for interest accrued and unpaid through the
Conversion Date and the balance, if any, of such Fair Market Value of such cash
or Common Stock (and any such cash payment) shall be treated as issued in
exchange for the principal amount of the Notes being converted pursuant to the
provisions hereof. On completion of a conversion, the Conversion Agent will
notify the Trustee as to any Notes converted and therefore no longer outstanding
under the Indenture.

     If a Holder converts more than one Note at the same time, the number of
shares of Common Stock issuable upon the conversion shall be based on the total
principal amount of the Notes converted.

     Upon surrender of a Note that is converted in part, the Company shall
execute, and the Trustee or the Authenticating Agent shall authenticate and
deliver to the Holder, a new Note in



                                      -20-
<PAGE>

an authorized denomination equal in principal amount to the unconverted portion
of the Note surrendered.

     If the last day on which Notes may be converted is not a Business Day in a
place where a Conversion Agent is located, the Notes may be surrendered to that
Conversion Agent on the next succeeding Business Day.

     Holders that have already delivered a Change in Control Purchase Notice
with respect to a Note, may not surrender such Note for conversion until the
Change in Control Purchase Notice has been withdrawn in accordance with the
procedures set forth in Section 6.02.

          Section 10.03. Cash Payments in Lieu of Fractional Shares. The Company
shall not issue a fractional share of Common Stock upon conversion of Notes.
Instead the Company shall deliver cash for the current market value of the
fractional share. The current market value of a fractional share shall be
determined to the nearest 1/10,000th of a share by multiplying the Last Reported
Sale Price of a full share of Common Stock on the Trading Day immediately
preceding the Conversion Date by the fractional amount and rounding the product
to the nearest whole cent.

          Section 10.04. Taxes on Conversion. If a Holder converts Notes, the
Company shall pay any documentary, stamp or similar issue or transfer tax due on
the issue of shares of Common Stock upon the conversion. However, the Holder
shall pay any such tax which is due because the Holder requests the shares to be
issued in a name other than the Holder's name. The Conversion Agent may refuse
to deliver the certificates representing the Common Stock being issued in a name
other than the Holder's name until the Conversion Agent receives a sum
sufficient to pay any tax which shall be due because the shares are to be issued
in a name other than the Holder's name. Nothing herein shall preclude any
withholding tax required by law.

          Section 10.05. Covenants of the Company. The Company shall, prior to
issuance of any Notes hereunder, and from time to time as may be necessary,
reserve out of its authorized but unissued Common Stock a sufficient number of
shares of Common Stock to permit the conversion of the Notes.

     All shares of Common Stock delivered upon conversion of the Notes shall be
newly issued shares or treasury shares, shall be duly and validly issued and
fully paid and nonassessable and shall be free from preemptive rights and free
of any lien or adverse claim.

     The Company shall endeavor promptly to comply with all federal and state
securities laws regulating the order and delivery of shares of Common Stock upon
the conversion of Notes, if any, and shall cause to have listed or quoted all
such shares of Common Stock on each United States national securities exchange
or over-the-counter or other domestic market on which the Common Stock is then
listed or quoted.



                                      -21-
<PAGE>

          Section 10.06. Adjustments to Conversion Rate. The Conversion Rate
shall be adjusted from time to time, without duplication, as follows:

          (a) In case the Company, at any time or from time to time after the
     issuance of the Notes, shall (i) pay a dividend, or make a distribution on
     its Common Stock, exclusively in shares of its Common Stock or other
     Capital Stock of the Company; (ii) subdivide or split its outstanding
     Common Stock into a greater number of shares; (iii) combine or reclassify
     its outstanding Common Stock into a smaller number of shares; or (iv) issue
     by reclassification of the shares of Common Stock any shares of the
     Company's Capital Stock, the Conversion Rate in effect immediately prior to
     the record date or effective date, as the case may be, for the adjustment
     pursuant to this Section 10.06(a) as described below, shall be adjusted so
     that the Holder of any Notes thereafter surrendered for conversion shall be
     entitled to receive the number of shares of Common Stock which such Holder
     would have owned or have been entitled to receive after the happening of
     any of the events described above had such Notes been converted immediately
     prior to such record date or effective date, as the case may be. An
     adjustment made pursuant to this Section 10.06(a) shall become effective
     immediately after the applicable record date in the case of a dividend or
     distribution and shall become effective immediately after the applicable
     effective date in the case of subdivision, combination or reclassification
     of the Common Stock. If any dividend or distribution of the type described
     in clause (i) above is not so paid or made, the Conversion Rate shall again
     be adjusted to the Conversion Rate that would then be in effect if such
     dividend or distribution had not been declared.

          (b) In case the Company at any time or from time to time after the
     issuance of the Notes shall issue rights or warrants to all or
     substantially all holders of the Common Stock entitling them to subscribe
     for or purchase Common Stock at a price per share less than the Market
     Price per share of Common Stock on the record date fixed for determination
     of shareholders entitled to receive such rights or warrants, the Conversion
     Rate in effect immediately after such record date shall be adjusted so that
     the same shall equal the Conversion Rate determined by multiplying the
     Conversion Rate in effect immediately after such record date by a fraction
     of which (i) the numerator shall be the number of shares of Common Stock
     outstanding on such record date plus the number of additional shares of
     Common Stock offered for subscription or purchase, and (ii) the denominator
     shall be the number of shares of Common Stock outstanding on such record
     date plus the number of shares which the aggregate offering price of the
     total number of shares so offered would purchase at the Market Price per
     share of Common Stock (on the earlier of such record date or the Trading
     Day immediately preceding the ex date for such issuance of rights or
     warrants). Such adjustment shall be made successively whenever any such
     rights or warrants are issued, and shall become effective immediately after
     the opening of business on the day following the record date for the
     determination of shareholders entitled to receive such rights or warrants.
     To the extent that shares of Common Stock are not delivered after the
     expiration of such rights or warrants, the Conversion Rate shall be
     readjusted to the Conversion Rate which would then be in effect had the
     adjustments made upon the issuance of such rights or warrants been made on
     the basis of delivery of only the number of shares of Common Stock actually
     delivered. If such rights or warrants are not so issued, the Conversion
     Rate shall again be adjusted to be the Conversion




                                      -22-
<PAGE>

     Rate which would then be in effect if such record date for the
     determination of shareholders entitled to receive such rights or warrants
     had not been fixed. In determining whether any rights or warrants entitle
     the holders to subscribe for or purchase shares of Common Stock at less
     than such Market Price, and in determining the aggregate offering price of
     such shares of Common Stock, there shall be taken into account any
     consideration received by the Company for such rights or warrants, the
     value of such consideration, if other than cash, to be determined by the
     Board of Directors.

          (c) In case the Company shall, by dividend or in a merger,
     amalgamation or consolidation or otherwise, distribute to all holders of
     Common Stock any evidences of indebtedness, shares of Capital Stock of any
     class or series, other securities, cash or assets (excluding (i) any
     dividend, distribution or issuance covered by those referred to in Section
     10.06(a) or 10.06(b) hereof and (ii) any dividend or distribution paid
     exclusively in cash, shares of Capital Stock or similar Equity Interests in
     the case of a Spin-Off referred to in Section 10.06(e) hereof, and any
     dividend or distribution paid exclusively in cash referred to in Section
     10.06(d) hereof) (any of the foregoing hereinafter in this Section 10.06(c)
     called the "DISTRIBUTED ASSETS OR NOTES") in an aggregate amount per share
     of Common Stock that, combined together with the aggregate amount of any
     other such distributions to all holders of its Common Stock made within the
     12 months preceding the date of payment of such distribution, and in
     respect of which no adjustment pursuant to this Section 10.06(c) has been
     made, exceeds 10% of the Distribution Adjustment Market Price on the
     Trading Day immediately preceding the declaration of such distribution,
     then the Conversion Rate shall be adjusted so that the same shall equal the
     Conversion Rate determined by dividing the Conversion Rate in effect
     immediately prior to the close of business on the record date fixed for
     determination of stockholders entitled to receive such distribution below
     by a fraction of which (A) the numerator shall be the Distribution
     Adjustment Market Price per share of the Common Stock on the earlier of
     such record date or the Trading Day immediately preceding the ex date for
     such dividend or distribution, and (B) the denominator shall be (1) the
     Distribution Adjustment Market Price per share of the Common Stock on the
     earlier of such record date or the Trading Day immediately preceding the ex
     date for such dividend or distribution plus (2) the Fair Market Value on
     the earlier of such record date or the Trading Day immediately preceding
     the ex date for such dividend or distribution (as determined in good faith
     by the Board of Directors, whose determination shall be conclusive, and
     described in a certificate filed with the Trustee and the Paying Agent) of
     the Distributed Assets or Notes so distributed applicable to one share of
     Common Stock. Such adjustment shall become effective immediately after the
     record date for the determination of shareholders entitled to receive such
     distribution; provided, however, that if (i) the Fair Market Value of the
     portion of the Distributed Assets or Notes so distributed applicable to one
     share of Common Stock is equal to or greater than the Distribution
     Adjustment Market Price of the Common Stock on the record date for the
     determination of shareholders entitled to receive such distribution or (ii)
     the Distribution Adjustment Market Price of the Common Stock on the record
     date for the determination of shareholders entitled to receive such
     distribution is greater than the Fair Market Value per share of such
     Distributed Assets or Notes by less than $1.00, then, in lieu of the
     foregoing adjustment, adequate provision shall be made so that each Holder
     shall have the right to receive upon conversion, in addition to the shares





                                      -23-
<PAGE>

     of Common Stock, the kind and amount of assets, debt securities, or rights
     or warrants comprising the Distributed Assets or Notes the Holder would
     have received had such Holder converted such Notes immediately prior to the
     record date for the determination of shareholders entitled to receive such
     distribution. In the event that such distribution is not so paid or made,
     the Conversion Rate shall again be adjusted to the Conversion Rate which
     would then be in effect if such distribution had not been declared. With
     respect to this Section 10.06(c), in the event that the Company makes any
     distribution to all holders of Common Stock consisting of Equity Interests
     in a Subsidiary or other business unit of the Company, the Conversion Rate
     shall be adjusted so that the same shall equal the Conversion Rate
     determined by dividing the Conversion Rate in effect immediately prior to
     the close of business on the record date fixed for the determination of
     holders of Common Stock entitled to receive such distribution by a fraction
     of which (i) the numerator shall be the Spin-Off Market Price per share of
     the Common Stock on such record date and (ii) the denominator shall be (x)
     the Spin-Off Market Price per share of the Common Stock on such record date
     plus (y) the Spin-Off Market Price per Equity Interest of the Subsidiary or
     other business unit of the Company on such record date. The adjustment to
     the Conversion Rate set forth in this Section 10.06(c) will occur at the
     earlier of (1) the 10th Trading Day from, and including, the effective date
     of the Spin-Off and (2) the date of the Initial Public Offering of the
     securities being distributed in the Spin-Off, if that Initial Public
     Offering is effected simultaneously with the Spin-Off.

          (d) In case the Company shall make any distributions, by dividend or
     otherwise, during any Semi-Annual Interest Payment Period consisting
     exclusively of cash to all or substantially all holders of outstanding
     shares of Common Stock, then, and in each such case, the Conversion Rate
     shall be adjusted so that the same shall equal the Conversion Rate
     determined by dividing the Conversion Rate in effect immediately prior to
     the close of business on the record date fixed for the determination of
     holders of Common Stock entitled to receive such distribution by a fraction
     of which (A) the numerator shall be the Market Price per share of the
     Common Stock on the earlier of such record date or the Trading Day
     immediately preceding the ex date for such dividend or distribution and (B)
     the denominator shall be (1) the Market Price per share of Common Stock on
     the earlier of such record date or the Trading Day immediately preceding
     the ex date for such dividend or distribution plus (2) the amount per share
     of such distributions (appropriately adjusted from time to time for any
     stock dividends on or subdivisions or combination of Common Stock).

          (e) Upon conversion of the Notes, the Holders shall receive, if they
     receive shares of Common Stock, in addition to the Common Stock issuable
     upon such conversion, the rights issued under any shareholder rights plan
     the Company implements (notwithstanding the occurrence of an event causing
     such rights to separate from the Common Stock at or prior to the time of
     conversion) unless, prior to conversion, the rights have expired,
     terminated or been redeemed or exchanged in accordance with the rights
     plan. If, and only if, the Holders of Notes receive rights under such
     shareholder rights plans as described in the preceding sentence upon
     conversion of their Notes, then no other adjustment pursuant to this
     Section 10.06 shall be made in connection with such shareholder rights
     plans.



                                      -24-
<PAGE>

          (f) For purposes of this Section 10.06, the number of shares of Common
     Stock at any time outstanding shall not include shares held in the treasury
     of the Company but shall include shares issuable in respect of scrip
     certificates issued in lieu of fractions of shares of Common Stock. The
     Company shall not pay any dividend or make any distribution on shares of
     Common Stock held in the treasury of the Company.

          (g) Notwithstanding the foregoing, in the event of an adjustment
     pursuant to Sections 10.06(c), (d) or (e), the "MAXIMUM CONVERSION RATE"
     shall initially be 18.6567 and shall be appropriately adjusted from time to
     time pursuant to any adjustments in Section 10.06(a) and Section 10.06(b)
     hereof.

          Section 10.07. Calculation Methodology. Notwithstanding anything in
this Indenture to the contrary, no adjustment in the Conversion Price need be
made unless the adjustment would require an increase or decrease of at least 1%
in the Conversion Price then in effect, provided that any adjustment that would
otherwise be required to be made shall be carried forward and taken into account
in any subsequent adjustment. Except as stated in this Article 10, the
Conversion Rate will not be adjusted for the issuance of Common Stock or any
securities convertible into or exchangeable for Common Stock or carrying the
right to purchase any of the foregoing. All calculations under Article 6,
Section 10.06 and this Section 10.07 shall be made to the nearest cent or to the
nearest 1/10,000th of a share, as the case may be.

          Section 10.08. When No Adjustment Required. Notwithstanding anything
in this Indenture to the company, no adjustment to the Conversion Rate need be
made:

               (i) upon the issuance of any shares of Common Stock pursuant to
          any present or future plan providing for the reinvestment of dividends
          or interest payable on securities of the Company and the investment of
          additional optional amounts in shares of Common Stock under any plan;

               (ii) upon the issuance of any shares of Common Stock or options
          or rights to purchase those shares pursuant to any present or future
          employee, director or consultant benefit plan or program of or assumed
          by the Company or any of its Subsidiaries;

               (iii) upon the issuance of any shares of Common Stock pursuant to
          any option, warrant, right, or exercisable, exchangeable or
          convertible security not described in paragraph (ii) above and
          outstanding as of the date of this Indenture;

               (iv) for a change in the par value or no par value of the Common
          Stock; or

               (v) for accrued and unpaid interest.

     To the extent the Notes become convertible into cash, assets, or property
(other than capital stock of the Company or securities to which Section 10.12
applies), no adjustment shall be made thereafter as to the cash, assets or
property. Interest shall not accrue on such cash.



                                      -25-
<PAGE>

          Section 10.09. Notice of Adjustment. Whenever the Conversion Rate is
adjusted, the Company shall promptly mail to Holders a notice of the adjustment.
The Company shall file with the Trustee and the Conversion Agent such notice.
The certificate shall, absent manifest error, be conclusive evidence that the
adjustment is correct. Neither the Trustee nor any Conversion Agent shall be
under any duty or responsibility with respect to any such certificate except to
exhibit the same to any Holder desiring inspection thereof.

          Section 10.10. Voluntary Increase. The Company may make such increases
in the Conversion Rate, in addition to those required by Section 10.06, as the
Board of Directors considers to be advisable to avoid or diminish any income tax
to holders of Common Stock or rights to purchase Common Stock resulting from any
dividend or distribution of stock (or rights to acquire stock) or from any event
treated as such for income tax purposes. To the extent permitted by applicable
law, the Company may from time to time increase the Conversion Rate by any
amount for any period of time if the period is at least 20 days, the increase is
irrevocable during the period and the Board of Directors shall have made a
determination that such increase would be in the best interests of the Company,
which determination shall be conclusive. Whenever the Conversion Rate is so
increased, the Company shall mail to Holders and file with the Trustee and the
Conversion Agent a notice of such increase. Neither the Trustee nor any
Conversion Agent shall be under any duty or responsibility with respect to any
such notice except to exhibit the same to any Holder desiring inspection
thereof. The Company shall mail the notice at least 15 days before the date the
increased Conversion Rate takes effect. The notice shall state the increased
Conversion Rate and the period it shall be in effect.

          Section 10.11. Notice to Holders Prior to Certain Actions. In case:

          (a) The Company shall declare a dividend (or any other distribution)
     on its Common Stock that would require an adjustment in the Conversion Rate
     pursuant to Section 10.6;

          (b) The Company shall authorize the granting to all or substantially
     all the holders of its Common Stock of rights or warrants to subscribe for
     or purchase any share of any class or any other rights or warrants;

          (c) Of any reclassification or reorganization of the Common Stock of
     the Company (other than a subdivision or combination of its outstanding
     Common Stock, or a change in par value, or from par value to no par value,
     or from no par value to par value), or of any consolidation or merger to
     which the Company is a party and for which approval of any shareholders of
     the Company is required, or of the sale or transfer of all or substantially
     all of the assets of the Company; or

          (d) Of the voluntary or involuntary dissolution, liquidation or
     winding-up of the Company,

the Company shall cause to be filed with the Trustee and to be mailed to each
Holder, at the Company's expense, at its address appearing on the Note Register,
as promptly as possible but in any event at least 15 days prior to the
applicable date hereinafter specified, a notice stating (x) the date on which a
record is to be taken for the purpose of such dividend, distribution or rights




                                      -26-
<PAGE>

or warrants, or, if a record is not to be taken, the date as of which the
holders of Common Stock of record to be entitled to such dividend, distribution,
or rights or warrants are to be determined or (y) the date on which such
reclassification, reorganization, consolidation, merger, sale, transfer,
dissolution, liquidation or winding-up is expected to become effective or occur,
and the date as of which it is expected that holders of Common Stock of record
shall be entitled to exchange their Common Stock for securities or other
property deliverable upon such reclassification, reorganization, consolidation,
merger, sale, transfer, dissolution, liquidation or winding-up. Failure to give
such notice, or any defect therein, shall not affect the legality or validity of
such dividend, distribution, reclassification, reorganization, consolidation,
merger, sale, transfer, dissolution, liquidation or winding-up.

          Section 10.12. Effect of Reclassification, Consolidation, Merger,
Binding Share Exchange or Sale. If any of the following events occur, namely (a)
any reclassification or change of outstanding shares of Common Stock (other than
a change in par value, or from par value to no par value, or from no par value
to par value, or as a result of a subdivision or combination); (b) any
consolidation, merger, combination or binding share exchange of the Company with
another corporation as a result of which holders of Common Stock shall be
entitled to receive stock, securities or other property or assets (including
cash) with respect to or in exchange for such Common Stock; or (c) any sale or
conveyance of the properties and assets of the Company as, or substantially as,
an entirety to any other corporation as a result of which holders of Common
Stock shall be entitled to receive stock, securities or other property or assets
(including cash) with respect to or in exchange for such Common Stock, then the
Company or the successor or purchasing corporation, as the case may be, shall
execute with the Trustee a supplemental indenture, providing that each Note
shall be convertible into the kind and amount of shares of stock and other
securities or property or assets (including cash) receivable upon such
reclassification, change, consolidation, merger, combination, binding share
exchange, sale or conveyance by a holder of a number of shares of Common Stock
issuable upon conversion of such Note immediately prior to such
reclassification, change, consolidation, merger, combination, binding share
exchange, sale or conveyance. Such supplemental indenture shall provide for
adjustments which shall be as nearly equivalent as may be practicable to the
adjustments provided for in this Article 10.

     The Company shall cause notice of the execution of such supplemental
indenture to be mailed to each Holder, at its address appearing on the Note
Register, within 20 days after execution thereof. Failure to deliver such notice
shall not affect the legality or validity of such supplemental indenture.

     The above provisions of this Section 10.12 shall similarly apply to
successive reclassifications, changes, consolidations, mergers, combinations,
binding share exchanges, sales and conveyances.

     If this Section 10.12 applies to any event or occurrence, Section 10.06
shall not apply.



                                      -27-
<PAGE>

          Section 10.13. Responsibility of Trustee. The Trustee and any
Conversion Agent shall not at any time be under any duty or responsibility to
any Holder to either calculate the Conversion Rate or determine whether any
facts exist which may require any adjustment of the Conversion Rate, or with
respect to the nature or extent or calculation of any such adjustment when made,
or with respect to the method employed, or herein or in any supplemental
indenture provided to be employed, in making the same and shall be protected in
relying upon an Officers' Certificate with respect to the same. The Trustee or
any Conversion Agent shall not be responsible for evaluating or determining
whether the criteria for conversion have been met. The Trustee and any
Conversion Agent shall not be accountable with respect to the validity or value
(or the kind or amount) of any shares of Common Stock, or of any securities or
property, which may at any time be issued or delivered upon the conversion of
any Notes and the Trustee and any Conversion Agent make no representations with
respect thereto. Neither the Trustee nor any Conversion Agent shall be
responsible for any failure of the Company to issue, transfer or deliver any
shares of Common Stock or stock certificates or other securities or property or
cash upon the surrender of any Notes for the purpose of conversion or to comply
with any of the duties, responsibilities or covenants of the Company contained
herein.

          Section 10.14. Successive Adjustments. After an adjustment to the
Conversion Rate under Section 10.06, any subsequent event requiring an
adjustment under Section 10.06 shall cause an adjustment to the Conversion Rate
as so adjusted.

          Section 10.15. General Considerations. Whenever successive adjustments
to the Conversion Rate are called for pursuant to this Article 10, such
adjustments shall be made to the Market Price as may be necessary or appropriate
to effectuate the intent of this Article 10 and to avoid unjust or inequitable
results as determined in good faith by the Board of Directors.

          Section 10.16. Payment of Cash in Lieu of Common Stock. If a Holder
elects to convert all or any portion of a Note into shares of Common Stock as
set forth in Section 10.01 and delivers an irrevocable conversion notice,
together, if the Notes are in certificated form, with the certificated Note as
set forth in Section 10.02, on or prior to the day that is 20 days prior to the
maturity of the Notes (the "FINAL NOTICE DATE"), the Company may choose to
satisfy all or any portion of its conversion obligation (the "CONVERSION
OBLIGATION") in cash or a combination of cash and Common Stock. Upon such
election, the Company will notify such Holder through the Trustee of the dollar
amount to be satisfied in cash (which must be expressed either as 100% of the
Conversion Obligation or as a fixed dollar amount) at any time on or before the
date that is two Business Days following receipt of written notice of conversion
as specified in Section 10.02 (such period, the "CASH SETTLEMENT NOTICE
PERIOD"). If the Company elects to pay cash for any portion of the Common Stock
otherwise issuable to the Holder, the Holder may retract the conversion notice
at any time during the two Business Day period beginning on the day after the
final day of the Cash Settlement Notice Period (a "CONVERSION RETRACTION
PERIOD"); no such retraction can be made (and a conversion notice shall be
irrevocable) if the Company does not elect to deliver cash in lieu of Common
Stock (other than cash in lieu of fractional shares). If the conversion notice
has not been retracted, then settlement (in cash and/or Common Stock) will occur
on the Business Day following the final day of the ten Trading Day period
beginning on the day after the final day of the Conversion Retraction Period
(the "CASH SETTLEMENT AVERAGING PERIOD"). Settlement amounts will be computed as
follows:



                                      -28-
<PAGE>

          (a) if the Company elects to satisfy the entire Conversion Obligation
     in shares of Common Stock, the Company will deliver to such Holder a number
     of shares equal to (1) the aggregate original principal amount of the Notes
     to be converted divided by 1,000, multiplied by (2) the Conversion Rate;

          (b) if the Company elects to satisfy the entire Conversion Obligation
     in cash, the Company will deliver to such Holder cash in an amount equal to
     the product of: (1) a number equal to (x) the aggregate original principal
     amount of Notes to be converted divided by 1,000, multiplied by (y) the
     Conversion Rate, and (2) the average of the Last Reported Sale Prices of
     the Common Stock during the Cash Settlement Averaging Period; and

          (c) if the Company elects to satisfy a fixed portion (other than 100%)
     of the Conversion Obligation in cash, the Company will deliver to such
     Holder such cash amount ("CASH AMOUNT") and a number of shares of Common
     Stock equal to the greater of (1) zero and (2) the excess, if any, of (A)
     the number of shares of Common Stock equal to (i) the aggregate principal
     amount of Notes to be converted, divided by $1,000, multiplied by (ii) the
     Conversion Rate over (B) the number of shares equal to the sum, for each
     day of the Cash Settlement Averaging Period, of (x) 10% of the Cash Amount,
     divided by (y) the closing price of the Common Stock on such day.

     If a Holder elects to convert all or any portion of a Note into shares of
Common Stock as set forth in Section 10.02 after the Final Notice Date and the
Company chooses to satisfy all or any portion of the Conversion Obligation in
cash, the Company will notify such Holder through the Trustee of the dollar
amount to be satisfied in cash (which must be expressed either as 100% of the
Conversion Obligation or as a fixed dollar amount) at any time on or before the
Final Notice Date. Settlement amounts will be computed and settlement dates will
be determined in the same manner as set forth in the immediately preceding
paragraph, except that the Cash Settlement Averaging Period shall be the ten
Trading Day period beginning on the date after receipt of the Holder's
conversion notice (or in the event the Company receives such Holder's conversion
notice on the Business Day prior to the maturity date of the Note, the ten
Trading Day period beginning on the day after such maturity date). Settlement
(in cash and/or shares of Common Stock) will occur on the Business Day following
the final day of such Cash Settlement Averaging Period.

                                   ARTICLE 11
                              ADDITIONAL COVENANTS


          Section 11.01. Prohibition on Incurrence of Subordinated Debt that is
Senior to the Notes. In addition to the covenents set forth in Article Ten of
the Base Indenture, the following provision shall also apply:

          (i) The Company will not incur or suffer to exist any Indebtedness
that is senior in right of payment to the Notes and subordinate in right of
payment to any Senior Indebtedness of the Company.



                                      -29-
<PAGE>

                                   ARTICLE 12
                                     RANKING

          Section 12.01. Ranking. For the avoidance of doubt, and in accordance
with the provisions of Article Twelve of the Base Indenture, the Notes will rank
pari passu in right of payment with the Company's 8 1/8% senior subordinated
notes due 2012 and any additional notes that may be issued in the future
pursuant to the indenture under which such notes have been issued and the
Company's 8% senior subordinated notes due 2013 and any additional notes that
may be issued pursuant to the Indenture under which such notes have been issued.

                                   ARTICLE 13
                                  MISCELLANEOUS


          Section 13.01. Ratification of Indenture. The Indenture, as
supplemented by this Supplemental Indenture No. 1, is in all respects ratified
and confirmed, and this Supplemental Indenture No. 1 shall be deemed part of the
Indenture in the manner and to the extent herein and therein provided.

          Section 13.02. Trustee Not Responsible for Recitals. The recitals
herein contained are made by the Company and not by the Trustee, and the Trustee
assumes no responsibility for the correctness thereof. The Trustee makes no
representation as to the validity or sufficiency of this Supplemental Indenture
No. 1.

          Section 13.03. New York Law to Govern. THIS SUPPLEMENTAL INDENTURE NO.
1 AND EACH NOTE SHALL BE DEEMED TO BE CONTRACTS MADE UNDER THE LAWS OF THE STATE
OF NEW YORK AND SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF.

          Section 13.04. Separability. In case any one or more of the provisions
contained in this Supplemental Indenture or in the Notes shall for any reason be
held to be invalid, illegal or unenforceable in any respect, then, to the extent
permitted by law, such invalidity, illegality or unenforceability shall not
affect any other provisions of this Supplemental Indenture No. 1 or of the
Notes, but this Supplemental Indenture No. 1 and the Notes shall be construed as
if such invalid or illegal or unenforceable provision had never been contained
herein or therein.

          Section 13.05. Counterparts. This Supplemental Indenture No. 1 may be
executed in any number of counterparts each of which shall be an original, but
such counterparts shall together constitute but one and the same instrument.


                                      -30-
<PAGE>
          IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture No. 1 to be duly executed, as of the day and year first written above.


                                          FISHER SCIENTIFIC INTERNATIONAL INC.



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


Attest:


-----------------------
Name:
Title:
                                          J.P. MORGAN TRUST COMPANY, NATIONAL
                                              ASSOCIATION, as Trustee



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


Attest:


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



                                      -31-
<PAGE>
                                                                       EXHIBIT A


[FOR AS LONG AS THIS GLOBAL SECURITY IS DEPOSITED WITH OR ON BEHALF OF THE
DEPOSITARY TRUST COMPANY IT SHALL BEAR THE FOLLOWING LEGEND.] UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY TRUST
COMPANY, A NEW YORK CORPORATION ("DEPOSITARY"), NEW YORK, NEW YORK, TO THE
COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DEPOSITARY (AND ANY PAYMENT
IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DEPOSITARY), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT
NOT IN PART, TO THE DEPOSITARY, TO NOMINEES OF DEPOSITARY OR TO A SUCCESSOR
THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL
SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.



<PAGE>



No. [   ]                                        [Principal Amount $300,000,000,
                                         as revised by the Schedule of Increases
                               and Decreases in the Global Note attached hereto]

                                                   CUSIP NO. [                 ]

                      FISHER SCIENTIFIC INTERNATIONAL INC.

          3.25% Convertible Senior Subordinated Note due March 1, 2024

          Fisher Scientific International Inc., a Delaware corporation, promises
to pay to Cede & Co., or registered assigns, the principal sum of $300,000,000,
as revised by the Schedule of Increases and Decreases in the Global Note
attached hereto, on March 1, 2024.

          Interest Payment Dates: March 1 and September 1.

          Record Dates: February 15 and August 15.

          Additional provisions of this Note are set forth on the other side of
this Note.

                                            FISHER SCIENTIFIC INTERNATIONAL INC.


                                            By:
                                               ---------------------------------


                                            By:
                                               ---------------------------------

TRUSTEE'S CERTIFICATE OF
    AUTHENTICATION

Dated:

J.P. MORGAN TRUST COMPANY, N.A.
    as Trustee, certifies that this is one of
    the Notes referred to in the Indenture.



By:
   -----------------------------------------------
           Authorized Signatory



<PAGE>
          3.25% Convertible Senior Subordinated Note due March 1, 2024

1.       Interest

         Fisher Scientific International Inc., a Delaware corporation (such
corporation, and its successors and assigns under the Indenture hereinafter
referred to, being herein called the "Company"), promises to pay interest on the
principal amount of this Note at the rate per annum shown above. The Company
will pay interest semiannually on March 1 and September 1 of each year. Interest
on the Notes will accrue from the most recent date to which interest has been
paid on the Notes or, if no interest has been paid, from March 3, 2004. The
Company shall pay interest on overdue principal or premium, if any (plus
interest on such interest to the extent lawful), at the rate borne by the Notes
to the extent lawful. Interest will be computed on the basis of a 360-day year
of twelve 30-day months.

2.       Method of Payment

         By no later than 10:00 a.m. (New York City time) on the date on which
any principal of or interest on any Note is due and payable, the Company shall
irrevocably deposit with the Trustee or the Paying Agent money sufficient to pay
such principal, premium, if any, and/or interest. The Company will pay interest
(except Defaulted Interest) on the principal amount of the Notes on each March 1
and September 1 to the Persons who are registered Holders of Notes at the close
of business on the February 15 and August 15 next preceding the interest payment
date even if Notes are canceled or repurchased after the record date and on or
before the interest payment date. Holders must surrender Notes to a Paying Agent
to collect principal payments. The Company will pay principal and interest in
money of the United States that at the time of payment is legal tender for
payment of public and private debts. Payments in respect of Notes represented by
a Global Note (including principal, premium, if any, and interest) will be made
by the transfer of immediately available funds to the accounts specified by the
Depositary. The Company will make all payments in respect of a Definitive Note
(including principal, premium, if any, and interest) by mailing a check to the
registered address of each Holder thereof as such address shall appear on the
Note Register; provided, however, that payments on the Notes may also be made,
in the case of a Holder of at least $1,000,000 aggregate principal amount of
Notes, by wire transfer to a U.S. dollar account maintained by the payee with a
bank in the United States if such Holder elects payment by wire transfer by
giving written notice to the Trustee or the Paying Agent to such effect
designating such account no later than 15 days immediately preceding the
relevant due date for payment (or such other date as the Trustee may accept in
its discretion).

3.       Paying Agent, Conversion Agent and Registrar

         Initially, J.P. Morgan Trust Company, National Association ("Trustee")
will act as Paying Agent and Registrar. The Company may appoint and change any
Paying Agent, Conversion Agent, Registrar or co-registrar without notice to any
Holder. The Company or any of its domestically incorporated Subsidiaries may act
as Paying Agent, Conversion Agent, Registrar or co-registrar.


<PAGE>
4.       Indenture

         The Company issued the Notes under an Indenture dated as of January 20,
2004 as amended or supplemented, including as supplemented by a Supplemental
Indenture No. 1, dated as of March 3, 2004, collectively, the "Indenture"),
among the Company and the Trustee. The terms of the Notes include those stated
in the Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939 (15 U.S.C. Sections 77aaa-77bbbb) as in effect from time
to time (the "Act"). Capitalized terms used herein and not defined herein have
the meanings ascribed thereto in the Indenture. The Notes are subject to all
such terms, and Holders are referred to the Indenture and the Act for a
statement of those terms. To the extent permitted by applicable law, in the
event of any inconsistency between the terms of this Note and the terms of the
Indenture, the terms of the Indenture shall control.

         The Notes are unsecured senior subordinated obligations of the Company
limited to $300,000,000 aggregate principal amount (or up to not more than $330
million as a result of exercises of the over-allotment option granted to the
Underwriters pursuant to the Underwriting Agreement).

5.       Redemption at the Option of the Company

         No sinking fund is provided for the Notes. The Notes are redeemable for
cash in whole, or in part, at any time on or after March 2, 2011 at the option
of the Company at a redemption price ("Redemption Price") equal to 100% of the
principal amount of the Notes to be redeemed plus any accrued and unpaid
interest to, but not including, the Redemption Date.

6.       Notice of Redemption at the Option of the Company

         Notice of redemption at the option of the Company shall be mailed at
least 30 days but not more than 60 days before a Redemption Date to the Trustee,
the Paying Agent and each Holder of Notes to be redeemed at the Holder's
registered address. If money sufficient to pay the Redemption Price of all Notes
(or portions thereof) to be redeemed on the Redemption Date is deposited with
the Paying Agent prior to or on the Redemption Date, on and after the Redemption
Date interest, if any, shall cease to accrue on such Notes or portions thereof.
Notes in denominations larger than $1,000 principal amount may be redeemed in
part but only in integral multiples of $1,000 principal amount.

7.       Purchase by the Company at the Option of the Holder;
         Purchase at the Option of the Holder Upon a Change in Control

         (a) Subject to the terms and conditions of the Indenture, a Holder
shall have the option to require the Company to purchase the Notes held by such
Holder on March 1, 2011, March 1, 2016 and March 1, 2021 (each, a "Purchase
Date") at a purchase price (the "Purchase Price") equal to 100% of the principal
amount of the Notes to be purchased plus any accrued and unpaid interest to such
Purchase Date, upon delivery of a Purchase Notice containing the information set
forth in the Indenture, from the opening of business on the date that is 20
Business Days prior to such Purchase Date until the close of business on the
fifth



                                      -2-
<PAGE>

Business Day prior to such Purchase Date and upon delivery of the Notes to the
Paying Agent by the Holder as set forth in the Indenture. The Company will pay
the Purchase Price in cash with respect to the March 1, 2011 Purchase Date, but
has the option to pay the Purchase Price in cash, Common Stock or a combination
thereof with respect to the other Purchase Dates.

         Notes in denominations larger than $1,000 principal amount may be
purchased in part, but only in integral multiples of $1,000 principal amount.

         (b) If a Change in Control shall occur, each Holder shall have the
right, at such Holder's option and subject to the terms and conditions of the
Indenture, to require the Company to purchase any or all of such Holder's Notes
or any portion of the principal amount thereof that is equal to $1,000 or an
integral multiple of $1,000 on the day that is 35 days after the date of the
Company Notice of the occurrence of the Change in Control (subject to extension
to comply with applicable law) for a Change in Control Purchase Price equal to
100% of the principal amount of Notes purchased plus accrued and unpaid interest
to the Change in Control Purchase Date, which Change in Control Purchase Price
shall be paid by the Company in cash, as set forth in the Indenture.

         (c) Holders have the right to withdraw any Purchase Notice or Change in
Control Purchase Notice, as the case may be, by delivery to the Paying Agent of
a written notice of withdrawal in accordance with the provisions of the
Indenture.

8.       Conversion

         Subject to the procedures set forth in the Indenture, a Holder may
convert Notes into Common Stock on or before the close of business on March 1,
2024 during the periods and upon satisfaction of the conditions set forth in the
Indenture.

         Notes in respect of which a Holder has delivered a notice of exercise
of the option to require the Company to purchase such Notes pursuant to Article
4 or 5 of the Indenture may be converted only if the notice of exercise is
withdrawn in accordance with the terms of the Indenture.

         The initial Conversion Rate is 12.4378 shares of Common Stock per
$1,000 principal amount, subject to adjustment in certain events described in
the Indenture. The Company shall deliver in lieu of shares of Common Stock, cash
or a combination of cash and shares of Common Stock.

         To convert the Notes a Holder must (1) complete and manually sign the
irrevocable conversion notice on the back of the Notes (or complete and manually
sign a facsimile of such notice) and deliver such notice to the Conversion Agent
at the office maintained by the Conversion Agent for such purpose, (2) surrender
the Notes to the Conversion Agent, (3) furnish appropriate endorsements and
transfer documents if required by the Conversion Agent, the Company or the
Trustee and (4) pay any transfer or similar tax, if required.



                                      -3-
<PAGE>

9.       Denominations; Transfer; Exchange

         The Notes are in registered form without coupons in denominations of
principal amount of $1,000 and whole multiples of $1,000. A Holder may transfer
or exchange Notes in accordance with the Indenture. The Registrar may require a
Holder, among other things, to furnish appropriate endorsements or transfer
documents and to pay any taxes and fees required by law or permitted by the
Indenture. The Registrar need not register the transfer of or exchange any Notes
for a period beginning 15 days before an interest payment date and ending on
such interest payment date.

10.      Persons Deemed Owners

         The registered Holder of this Note may be treated as the owner of this
Note for all purposes.

11.      Unclaimed Money

         If money for the payment of the principal of or premium, if any, or
interest on the Note remains unclaimed for two years, the Trustee or Paying
Agent shall pay the money back to the Company at its written request unless an
abandoned property law designates another person. After any such payment,
Holders entitled to the money must look only to the Company and not to the
Trustee for payment.

12.      Defeasance

         Subject to certain conditions set forth in the Indenture, the Company
at any time may terminate some of its obligations under the Notes and the
Indenture if the Company deposits with the Trustee money or Government
Obligations for the payment of principal and interest on the Notes to maturity.

13.      Amendment, Waiver

         Subject to certain exceptions set forth in the Indenture, (i) the
Indenture and the Notes may be amended with the written consent of the Holders
of at least a majority in principal amount of the then outstanding Notes
(including, without limitation, consents obtained in connection with a purchase
of, or tender offer or exchange offer for, Notes) and (ii) any default (other
than with respect to nonpayment) or noncompliance with any provision may be
waived with the written consent of the Holders of a majority in principal amount
of the then outstanding Notes (including, without limitation, consents obtained
in connection with a purchase of, or tender offer or exchange offer for, Notes).
Subject to certain exceptions set forth in the Indenture, without the consent of
any Holder, the Company and the Trustee may amend the Indenture or the Notes.

14.      Defaulted Interest

         Except as otherwise specified with respect to the Notes, any Defaulted
Interest on any Note shall forthwith cease to be payable to the registered
Holder thereof on the relevant regular



                                      -4-
<PAGE>

record date or accrual date, as the case may be, by virtue of having been such
Holder, and such Defaulted Interest may be paid by the Company as provided for
in the Indenture.

15.      Trustee Dealings with the Company

         Subject to certain limitations set forth in the Indenture each of the
Trustee, Paying Agent, Conversion Agent and Registrar under the Indenture, in
its individual or any other capacity, may become the owner or pledgee of Notes
and may otherwise deal with and collect obligations owed to it by the Company or
its Affiliates and may otherwise deal with the Company or its Affiliates with
the same rights it would have if it were not Trustee.

16.      No Recourse Against Others

         A director, officer, employee or stockholder, as such, of the Company
shall not have any liability for any obligations of the Company under the Notes
or the Indenture or for any claim based on, in respect of or by reason of such
obligations or their creation. By accepting a Note, each Holder waives and
releases all such liability. The waiver and release are part of the
consideration for the issue of the Notes.

17.      Authentication

         This Note shall not be valid until an authorized signatory of the
Trustee (or an authenticating agent acting on its behalf) manually signs the
certificate of authentication on the other side of this Note.

18.      Abbreviations

         Customary abbreviations may be used in the name of a Holder or an
assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the
entirety), JT TEN (=joint tenants with rights of survivorship and not as tenants
in common), CUST (=custodian) and U/G/M/A (=Uniform Gift to Minors Act).

19.      CUSIP Numbers

         Pursuant to a recommendation promulgated by the Committee on Uniform
Note Identification Procedures the Company has caused CUSIP numbers to be
printed on the Notes. No representation is made as to the accuracy of such
numbers as printed on the Notes and reliance may be placed only on the other
identification numbers placed thereon.

20.      Governing Law

         This Note shall be governed by, and construed in accordance with, the
laws of the State of New York.



                                      -5-
<PAGE>
         The Company will furnish to any Holder upon written request and without
charge to the Holder a copy of the Indenture which has in it the text of this
Note in larger type. Requests may be made to:

                           Fisher Scientific International Inc.
                           1 Liberty Lane
                           Hampton, New Hampshire  03842
                           Attention:  General Counsel
                           Facsimile No.:  (603) 926-5661




                                      -6-
<PAGE>
                                 ASSIGNMENT FORM

To assign this Note, fill in the form below:

I or we assign and transfer this Note to

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

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

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

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

Date:____________________                     Your Signature:___________________

Signature Guarantee:  ______________________________
                      (Signature must be guaranteed)

-----------------------------------------------------------------------------
Sign exactly as your name appears on the other side of this Note.

The signature(s) should be guaranteed by an eligible guarantor institution
(banks, stockbrokers, savings and loan associations and credit unions with
membership in an approved signature guarantee medallion program), pursuant to
S.E.C. Rule 17Ad-15.



                                      -7-
<PAGE>
              SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY

    The following increases or decreases in this Global Note have been made:

<Table>
<Caption>
                                                                   Principal Amount of         Signature of
                 Amount of decrease in   Amount of increase in      this Global Note       authorized signatory
   Date of        Principal Amount of     Principal Amount of        following such         of Trustee or Notes
   Exchange        this Global Note         this Global Note      decrease or increase           Custodian
   --------        ----------------         ----------------      --------------------     ----------------------
<S>              <C>                     <C>                      <C>                      <C>
</TABLE>



                                      -8-
<PAGE>
                       OPTION OF HOLDER TO ELECT PURCHASE


         If you want to elect to have this Note purchased by the Company
pursuant to Section 5.1 of the Indenture, check the box: [ ]

         If you want to elect to have only part of this Note purchased by the
Company pursuant to Section 7.1 of the Indenture, state the amount in principal
amount (must be integral multiple of $1,000): $_______________.


Date:_______________       Your Signature:
                                          ------------------------------------
                                          (Sign exactly as your name appears on
                                          the other side of this Note)




Signature Guarantee:  ______________________________
                      (Signature must be guaranteed)

The signature(s) should be guaranteed by an eligible guarantor institution
(banks, stockbrokers, savings and loan associations and credit unions with
membership in an approved signature guarantee medallion program), pursuant to
Commission Rule 17Ad-15.


                                      -9-
<PAGE>
                FORM OF CERTIFICATE TO BE DELIVERED UPON EXCHANGE
                    OR REGISTRATION OF TRANSFER OF SECURITIES

             Re:   2.50% Convertible Senior Notes due March 1, 2024 of Fisher
                   Scientific International Inc. (the "Company").


         This Certificate relates to $______________________ principal amount of
Notes held in (1)_______ book-entry or **_______ definitive form by
_____________________ (the "Transferor").

         The Transferor has requested the Trustee by written order to exchange
or register the transfer of a Note or Notes.

         You are entitled to rely upon this certificate and you are irrevocably
authorized to produce this certificate or a copy hereof to any interested party
in any administrative or legal proceeding or official inquiry with respect to
the matters covered hereby.

                                                     [INSERT NAME OF TRANSFEROR]


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

                                                     Date:




                                        ----------------------------------------
                                        (Signatures must be guaranteed by an
                                        "eligible guarantor institution" meeting
                                        the requirements of the Registrar, which
                                        requirements include membership or
                                        participation in the Security Transfer
                                        Agent Medallion Program ("STAMP") or
                                        such other "signature guarantee program"
                                        as may be determined by the Registrar in
                                        addition to, or in substitution for,
                                        STAMP, all in accordance with the
                                        Securities Exchange Act of 1934, as
                                        amended.)


----------

(1)      Fill in blank or check appropriate box, as applicable.


                                      -10-
<PAGE>
                                CONVERSION NOTICE

To convert this Security into Common Stock of the Company, check the box:

[ ]

To convert only part of this Security, state the principal amount to be
converted (must be in multiples of $1,000):

$
-------------------------------------------------------------------------------
If you want the stock certificate made out in another person's name, fill in the
form below:


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


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

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

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

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

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

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

Date:______________    Signature(s):
                                     -----------------------------------------

                                        ----------------------------------------
                                        (Signatures must be guaranteed by an
                                        "eligible guarantor institution" meeting
                                        the requirements of the Registrar, which
                                        requirements include membership or
                                        participation in the Security Transfer
                                        Agent Medallion Program ("STAMP") or
                                        such other "signature guarantee program"
                                        as may be determined by the Registrar in
                                        addition to, or in substitution for,
                                        STAMP, all in accordance with the
                                        Securities Exchange Act of 1934, as
                                        amended.)





                                      -11-
<PAGE>
Signature(s) guaranteed by:
                           -----------------------------------------------------
(Signatures must be guaranteed by an "eligible guarantor institution" meeting
the requirements of the Registrar, which requirements include membership or
participation in the Security Transfer Agent Medallion Program ("STAMP") or such
other "signature guarantee program" as may be determined by the Registrar in
addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.)



                                      -12-