<PAGE>

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

                         QUINTILES TRANSNATIONAL CORP.,

                     the Subsidiary Guarantors named herein

                                       and

                  WELLS FARGO BANK MINNESOTA, N.A., as Trustee

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

                                    INDENTURE

                         Dated as of September 25, 2003

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

                                  $450,000,000
                     10% Senior Subordinated Notes Due 2013

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

<PAGE>

                             CROSS-REFERENCE TABLE

<TABLE>
<CAPTION>
  TIA                                                                            Indenture
Section                                                                           Section
-------                                                                         -----------
<S>                                                                             <C>
310(a)(1)................................................................         7.10
   (a)(2)................................................................         7.10
   (a)(3)................................................................         N.A.
   (a)(4)................................................................         N.A.
   (a)(5)................................................................         N.A.
   (b)...................................................................         7.08; 7.10
   (b)(1)................................................................         7.10
   (c)...................................................................         N.A.
311(a)...................................................................         7.11
   (b)...................................................................         7.11
   (c)...................................................................         N.A.
312(a)...................................................................         2.06
   (b)...................................................................         13.03
   (c)...................................................................         13.03
313(a)...................................................................         7.06
   (b)(1)................................................................         N.A.
   (b)(2)................................................................         7.06; 11.04
   (c)...................................................................         7.06; 11.04
   (d)...................................................................         7.06
314(a)...................................................................         4.18; 13.04
   (b)...................................................................         11.02
   (c)(1)................................................................         13.04
   (c)(2)................................................................         13.04
   (c)(3)................................................................         N.A.
   (d)...................................................................         11.04
   (e)...................................................................         13.05
   (f)...................................................................         N.A.
315(a)...................................................................         7.01(b)
   (b)...................................................................         7.05
   (c)...................................................................         7.01(a)
   (d)...................................................................         7.01(c)
   (e)...................................................................         6.12
316(a) (last sentence)...................................................         2.10
   (a)(1)(A).............................................................         6.05
   (a)(1)(B).............................................................         6.04
   (a)(2)................................................................         N.A.
   (b)...................................................................         6.08
   (c)...................................................................         8.04
317(a)(1)................................................................         6.09
   (a)(2)................................................................         6.10
   (b)...................................................................         2.05; 7.12
318(a)...................................................................         12.01
</TABLE>

-----------------------
N.A. means Not Applicable

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

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                            Page
                                                                                                            ----
<S>                                                                                                         <C>
                                                  ARTICLE ONE

                                   DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01.     Definitions.........................................................................        1
SECTION 1.02.     Incorporation by Reference of Trust Indenture Act...................................       38
SECTION 1.03.     Rules of Construction...............................................................       39

                                                  ARTICLE TWO

                                                THE SECURITIES

SECTION 2.01.     Amount of Notes.....................................................................       39
SECTION 2.02.     Form and Dating.....................................................................       40
SECTION 2.03.     Execution and Authentication........................................................       40
SECTION 2.04.     Registrar and Paying Agent..........................................................       41
SECTION 2.05.     Paying Agent To Hold Money in Trust.................................................       41
SECTION 2.06.     Holder Lists........................................................................       42
SECTION 2.07.     Transfer and Exchange...............................................................       42
SECTION 2.08.     Replacement Notes...................................................................       42
SECTION 2.09.     Outstanding Notes...................................................................       43
SECTION 2.10.     Treasury Notes......................................................................       43
SECTION 2.11.     Temporary Notes.....................................................................       44
SECTION 2.12.     Cancellation........................................................................       44
SECTION 2.13.     Defaulted Interest..................................................................       44
SECTION 2.14.     CUSIP Number........................................................................       45
SECTION 2.15.     Deposit of Moneys...................................................................       45
SECTION 2.16.     Book-Entry Provisions for Global Notes..............................................       45
SECTION 2.17.     Special Transfer Provisions.........................................................       47
SECTION 2.18.     Computation of Interest.............................................................       49

                                                  ARTICLE THREE

                                                    REDEMPTION

SECTION 3.01.     Election To Redeem; Notices to Trustee..............................................       49
SECTION 3.02.     Selection by Trustee of Notes To Be Redeemed........................................       50
SECTION 3.03.     Notice of Redemption................................................................       50
SECTION 3.04.     Effect of Notice of Redemption......................................................       51
SECTION 3.05.     Deposit of Redemption Price.........................................................       51
</TABLE>

                                       -i-

<PAGE>

<TABLE>
<CAPTION>
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<S>                                                                                                         <C>
SECTION 3.06.     Notes Redeemed in Part..............................................................       52
SECTION 3.07.     Other Mandatory Redemption..........................................................       52

                                                  ARTICLE FOUR

                                                    COVENANTS

SECTION 4.01.     Payment of Notes....................................................................       52
SECTION 4.02.     Maintenance of Office or Agency.....................................................       53
SECTION 4.03.     Legal Existence.....................................................................       53
SECTION 4.04.     Maintenance of Properties; Insurance; Compliance with Law...........................       53
SECTION 4.05.     Waiver of Stay, Extension or Usury Laws.............................................       54
SECTION 4.06.     Compliance Certificate..............................................................       54
SECTION 4.07.     Payment of Taxes and Other Claims...................................................       55
SECTION 4.08.     Repurchase at the Option of Holders upon Change of Control..........................       55
SECTION 4.09.     Limitation on Debt..................................................................       57
SECTION 4.10.     Limitation on Restricted Payments...................................................       61
SECTION 4.11.     Limitation on Liens.................................................................       67
SECTION 4.12.     Limitation on Asset Sales...........................................................       67
SECTION 4.13.     Limitation on Restrictions on Distributions from Restricted Subsidiaries............       71
SECTION 4.14.     Limitation on Transactions with Affiliates..........................................       74
SECTION 4.15.     Designation of Restricted and Unrestricted Subsidiaries.............................       76
SECTION 4.16.     Limitation on Company's Business....................................................       78
SECTION 4.17.     Reports.............................................................................       78
SECTION 4.18.     Creation of Subsidiaries; Additional Subsidiary Guarantees..........................       78
SECTION 4.19.     Covenant Suspension.................................................................       78

                                                  ARTICLE FIVE

                                             SUCCESSOR CORPORATION

SECTION 5.01.     Merger, Consolidation and Sale of Property..........................................       80
SECTION 5.02.     Successor Person Substituted........................................................       82

                                                  ARTICLE SIX

                                             DEFAULTS AND REMEDIES

SECTION 6.01.     Events of Default...................................................................       82
SECTION 6.02.     Acceleration of Maturity; Rescission................................................       85
SECTION 6.03.     Other Remedies......................................................................       86
SECTION 6.04.     Waiver of Past Defaults and Events of Default.......................................       86
</TABLE>

                                      -ii-

<PAGE>

<TABLE>
<CAPTION>
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                                                                                                            ----
<S>                                                                                                         <C>
SECTION 6.05.     Control by Majority.................................................................       86
SECTION 6.06.     Limitation on Suits.................................................................       87
SECTION 6.07.     No Personal Liability of Directors, Officers, Employees and Stockholders............       87
SECTION 6.08.     Rights of Holders To Receive Payment................................................       88
SECTION 6.09.     Collection Suit by Trustee..........................................................       88
SECTION 6.10.     Trustee May File Proofs of Claim....................................................       88
SECTION 6.11.     Priorities..........................................................................       89
SECTION 6.12.     Undertaking for Costs...............................................................       89

                                                  ARTICLE SEVEN

                                                    TRUSTEE

SECTION 7.01.     Duties of Trustee...................................................................       89
SECTION 7.02.     Rights of Trustee...................................................................       91
SECTION 7.03.     Individual Rights of Trustee........................................................       92
SECTION 7.04.     Trustee's Disclaimer................................................................       92
SECTION 7.05.     Notice of Defaults..................................................................       93
SECTION 7.06.     Reports by Trustee to Holders.......................................................       93
SECTION 7.07.     Compensation and Indemnity..........................................................       93
SECTION 7.08.     Replacement of Trustee..............................................................       95
SECTION 7.09.     Successor Trustee by Consolidation, Merger, etc.....................................       96
SECTION 7.10.     Eligibility; Disqualification.......................................................       96
SECTION 7.11.     Preferential Collection of Claims Against Company...................................       96
SECTION 7.12.     Paying Agents.......................................................................       96

                                                  ARTICLE EIGHT

                                             MODIFICATION AND WAIVER

SECTION 8.01.     Without Consent of Holders..........................................................       97
SECTION 8.02.     With Consent of Holders.............................................................       97
SECTION 8.03.     Compliance with Trust Indenture Act.................................................       99
SECTION 8.04.     Revocation and Effect of Consents...................................................       99
SECTION 8.05.     Notation on or Exchange of Notes....................................................       99
SECTION 8.06.     Trustee To Sign Amendments, etc.....................................................      100

                                                  ARTICLE NINE

                                        DISCHARGE OF INDENTURE; DEFEASANCE

SECTION 9.01.     Discharge of Liability on Notes; Defeasance.........................................      100
SECTION 9.02.     Conditions to Defeasance............................................................      102
</TABLE>

                                      -iii-

<PAGE>

<TABLE>
<CAPTION>
                                                                                                            Page
                                                                                                            ----
<S>                                                                                                         <C>
SECTION 9.03.     Deposited Money and Government Obligations To Be Held in Trust; Other Miscellaneous
                    Provisions........................................................................      103

SECTION 9.04.     Reinstatement.......................................................................      104
SECTION 9.05.     Moneys Held by Paying Agent.........................................................      104
SECTION 9.06.     Moneys Held by Trustee..............................................................      104

                                                  ARTICLE TEN

                                      SUBSIDIARY GUARANTEE OF SECURITIES

SECTION 10.01.    Subsidiary Guarantee................................................................      105
SECTION 10.02.    Execution and Delivery of Subsidiary Guarantee......................................      106
SECTION 10.03.    Release of Subsidiary Guarantors....................................................      106
SECTION 10.04.    Waiver of Subrogation...............................................................      107
SECTION 10.05.    Notice to Trustee...................................................................      108
SECTION 10.06.    Subordination of Subsidiary Guarantee...............................................      108

                                                  ARTICLE ELEVEN

                                                   SUBORDINATION

SECTION 11.01.    Notes Subordinated to Senior Debt...................................................      108
SECTION 11.02.    Suspension of Payment When Senior Debt Is in Default................................      109
SECTION 11.03.    Obligations Subordinated to Prior Payment of All Senior Debt on Dissolution,
                    Liquidation or Reorganization of Company..........................................      111
SECTION 11.04.    Payments May Be Paid Prior to Dissolution...........................................      113
SECTION 11.05.    Holders To Be Subrogated to Rights of Holders of Senior Debt........................      113
SECTION 11.06.    Obligations of the Company Unconditional............................................      113
SECTION 11.07.    Reliance on Judicial Order or Certificate of Liquidating Agent......................      114
SECTION 11.08.    Subordination Rights Not Impaired by Acts or Omissions of the Company or
                    Holders of Senior Debt............................................................      114

SECTION 11.09.    Holders Authorize Trustee To Effectuate Subordination of Obligations................      115
SECTION 11.10.    This Article Eleven Not To Prevent Events of Default................................      116
SECTION 11.11.    Amendments or Modifications to Article Eleven.......................................      116
SECTION 11.12.    Acceleration of Notes...............................................................      116
SECTION 11.13.    Notice to Trustee; Rights of Trustee and Paying Agent...............................      116

                                                  ARTICLE TWELVE

                                                  MISCELLANEOUS

SECTION 12.01.    Trust Indenture Act Controls........................................................      117
SECTION 12.02.    Notices.............................................................................      117
</TABLE>

                                      -iv-

<PAGE>

<TABLE>
<CAPTION>
                                                                                                            Page
                                                                                                            ----
<S>                                                                                                         <C>
SECTION 12.03.    Communications by Holders with Other Holders........................................      119
SECTION 12.04.    Certificate and Opinion as to Conditions Precedent..................................      119
SECTION 12.05.    Statements Required in Certificate and Opinion......................................      119
SECTION 12.06.    Rules by Trustee and Agents.........................................................      120
SECTION 12.07.    Legal Holidays......................................................................      120
SECTION 12.08.    Governing Law.......................................................................      120
SECTION 12.09.    No Adverse Interpretation of Other Agreements.......................................      120
SECTION 12.10.    Successors..........................................................................      120
SECTION 12.11.    Multiple Counterparts...............................................................      120
SECTION 12.12.    Table of Contents, Headings, etc....................................................      121
SECTION 12.13.    Separability........................................................................      121

                                                  EXHIBITS

Exhibit A.        Form of Note........................................................................      A-1
Exhibit B.        Form of Legend for Rule 144A Notes and Other Notes That Are Restricted Notes........      B-1
Exhibit C.        Form of Legend for Regulation S Note................................................      C-1
Exhibit D.        Form of Legend for Global Note......................................................      D-1
Exhibit E.        Form of Certificate To Be Delivered in Connection with Transfers Pursuant
                    to Regulation S...................................................................      E-1
Exhibit F.        Form of Guarantee...................................................................      F-1
Exhibit G.        Form of Certificate from Acquiring Institutional Accredited Investor................      G-1
</TABLE>

                                       -v-
<PAGE>

                  INDENTURE, dated as of September 25, 2003, between QUINTILES
TRANSNATIONAL CORP., a North Carolina corporation, as issuer (the "Company" or
"Quintiles"), the Subsidiary Guarantors named herein and WELLS FARGO BANK
MINNESOTA, N.A., a National Banking Association, as trustee (the "Trustee").

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

                                  ARTICLE ONE

                   DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01. Definitions.

                  "Acquired Debt" means Debt of a Person existing at the time
such Person becomes a Restricted Subsidiary or merges or consolidates with or
into the Company or a Restricted Subsidiary, or assumed in connection with the
acquisition of assets from such Person and, in any case, such Debt was not
Incurred in connection with, or in contemplation of, such Person becoming a
Restricted Subsidiary or such merger, consolidation or acquisition. Acquired
Debt shall be deemed to be Incurred on the date the acquired Person becomes a
Restricted Subsidiary or the date of such merger, consolidation or acquisition.

                  "Acquisition Corp." means Pharma Services Acquisition Corp., a
North Carolina corporation.

                  "Additional Assets" means:

                  (a)      any Property (other than cash, Temporary Cash
         Investments and securities) to be owned by the Company or a Restricted
         Subsidiary and used in the business of the Company or a Restricted
         Subsidiary in a Related Business;

                  (b)      Capital Stock of a Person that is or becomes a
         Restricted Subsidiary upon or as a result of the acquisition of such
         Capital Stock by the Company or another Restricted Subsidiary from any
         Person other than the Company or an Affiliate of the Company; provided,
         however, that, in the case of this clause (b), such Restricted
         Subsidiary is primarily engaged in a Related Business; or

                  (c)      (i) any Property (other than cash or Temporary Cash
         Investments) including securities to be owned by the Company or a
         Restricted Subsidiary and used in the business of the Company or a
         Restricted Subsidiary in a Related Business and (ii) any Capital Stock
         of a Person, in each case which constitutes or is acquired in
         connection with a Permitted PharmaBio Investment made in accordance
         with the other provisions of this Indenture.

<PAGE>

                                      -2-

                  "Additional Interest" has the meaning set forth in Exhibit A.

                  "Additional Notes" has the meaning set forth in Section 2.01.

                  "Affiliate" of any specified Person means:

                  (a)      any Person who is a director or officer of:

                           (1)      such specified Person,

                           (2)      any Subsidiary of such specified Person, or

                           (3)      any Person described in clause (b) below.

                  (b)      any other Person directly or indirectly controlling
         or controlled by or under direct or indirect common control with such
         specified Person.

                  For the purposes of this definition, "control" when used with
         respect to any Person means the power to direct the management and
         policies of such Person, directly or indirectly, whether through the
         ownership of voting securities, by contract or otherwise; and the terms
         "controlling" and "controlled" have meanings correlative to the
         foregoing. For purposes of Sections 4.12 and 4.14 and the definition of
         "Additional Assets" only, "Affiliate" shall also mean any beneficial
         owner of shares representing 10% or more of the total voting power of
         the Voting Stock (on a fully diluted basis) of the Company and any
         Person who would be an Affiliate of any such beneficial owner pursuant
         to the first sentence hereof. Notwithstanding the foregoing, so long as
         Verispan is not a Subsidiary of the Company it shall not constitute an
         Affiliate of the Company.

                  "Affiliate Transaction" has the meaning set forth in Section
         4.14(a).

                  "Agent" means any Registrar, Paying Agent, or agent for
service or notices and demands.

                  "Agent Members" has the meaning set forth in Section 2.16(a).

                  "Allocable Excess Proceeds" has the meaning set forth in
Section 4.12(d).

                  "amend" means amend, modify, supplement, restate or amend and
restate, including successively; and "amending" and "amended" have correlative
meanings.

                  "Asian Subsidiary Equity Offering" means a sale of Capital
Stock by (i) any Subsidiary of the Company that is organized and operating
primarily in India, Japan or Korea or (ii) a Non-U.S. Subsidiary of the Company
that is a holding company and that has as its primary asset equity interests in
a Subsidiary identified in clause (i).

<PAGE>
                                      -3-

                  "Asset Sale" means any sale, transfer, issuance or other
disposition (or series of related sales, transfers, issuances or dispositions)
by the Company or any Restricted Subsidiary, including any disposition by means
of a merger, consolidation or similar transaction (each referred to for the
purposes of this definition as a "disposition"), of

                  (a)      any shares of Capital Stock of a Restricted
         Subsidiary (other than directors' qualifying shares or shares required
         by applicable law to be held by a Person other than the Company or a
         Restricted Subsidiary),

                  (b)      all or substantially all of the properties and assets
         of any division or line of business of the Company or any Restricted
         Subsidiary or

                  (c)      any other assets of the Company or any Restricted
         Subsidiary outside of the ordinary course of business of the Company or
         such Restricted Subsidiary;

other than, in the case of clause (a), (b) or (c) above,

                  (1)      any disposition by the Company or a Restricted
         Subsidiary to the Company, a Restricted Subsidiary or any Person (if
         after giving effect to such transfer such other Person becomes a
         Restricted Subsidiary),

                  (2)      any disposition that constitutes a Permitted
         Investment or Restricted Payment permitted by Section 4.10,

                  (3)      any disposition effected in compliance with Section
         5.01,

                  (4)      any sale or other disposition of cash or Temporary
         Cash Investments in the ordinary course of business,

                  (5)      any disposition of obsolete, worn out or permanently
         retired equipment or facilities or other property that is no longer
         used or useful in the ordinary course of the business of the Company or
         any Restricted Subsidiary,

                  (6)      for purposes of Section 4.12, any disposition the net
         proceeds of which to the Company and the Restricted Subsidiaries do not
         exceed $5.0 million in any transaction or series of related
         transactions in any twelve-month period,

                  (7)      the licensing or sublicensing of intellectual
         property or other general intangibles and licenses, leases or subleases
         of other property in the ordinary course of business,

                  (8)      any release of intangible claims or rights in
         connection with the loss or settlement of a bona fide lawsuit, dispute
         or other controversy,

<PAGE>

                                      -4-

                  (9)      any sale or disposition deemed to occur in connection
         with creating or granting any Liens not prohibited by the Indenture,

                  (10)     the surrender or waiver of contract rights or the
         settlement, release, surrender of contract, tort or other claims of any
         kind,

                  (11)     the sale or discount, in each case without recourse,
         of accounts receivable arising in the ordinary course of business, but
         only in connection with the compromise or collection thereof, and

                  (12)     any sale or exchange of equipment in connection with
         the purchase or other acquisition of equipment of substantially
         equivalent or greater Fair Market Value and which is usable in a
         Related Business.

                  "Average Life" means, as of any date of determination, with
respect to any Debt or Preferred Stock, the quotient obtained by dividing:

                  (a)      the sum of the products of (1) the number of years
         (rounded to the nearest one-twelfth of one year) from the date of
         determination to the dates of each successive scheduled principal
         payment of such Debt or redemption or similar payment with respect to
         such Preferred Stock multiplied by (2) the amount of such payment by

                  (b)      the sum of all such payments.

                  "Bankruptcy Law" means Title 11, United States Code, or any
similar U.S. Federal or state law.

                  "Bioglan" means Bioglan Pharmaceuticals Company, a North
Carolina corporation.

                  "Board of Directors" means, with respect to any Person, the
board of directors, or any equivalent management entity, of such Person or any
committee thereof duly authorized to act on behalf of such board.

                  "Board Resolution" means, with respect to any Person, a copy
of a resolution of such Person's Board of Directors, certified by the Secretary
or an Assistant Secretary, or an equivalent officer, of such Person to have been
duly adopted by the Board of Directors of such Person and to be in full force
and effect on the date of such certification.

                  "Business Day" means a day other than a Saturday, Sunday or
other day on which commercial banking institutions in New York City are
authorized or required by law to close.

                  "Capital Lease Obligations" means any obligation under a lease
that is required to be capitalized for financial reporting purposes in
accordance with GAAP; and the amount of

<PAGE>

                                      -5-

Debt represented by such obligation shall be the capitalized amount of such
obligations determined in accordance with GAAP; and the Stated Maturity thereof
shall be the date of the last payment of rent or any other amount due under such
lease prior to the first date upon which such lease may be terminated by the
lessee without payment of a penalty. For purposes of Section 4.11, a Capital
Lease Obligation shall be deemed secured by a Lien on the Property being leased.

                  "Capital Stock" means, with respect to any Person, any shares
or other equivalents (however designated) of any class of corporate stock or
partnership interests or any other participations, rights, warrants, options or
other interests in the nature of an equity interest in such Person, including
Preferred Stock, but excluding any debt security convertible or exchangeable
into such equity interest prior to conversion or exchange.

                  "Capital Stock Sale Proceeds" means the aggregate cash
proceeds or Fair Market Value of Property (other than Debt received) received by
the Company from the issuance or sale (other than to a Restricted Subsidiary or
to an employee stock ownership plan or trust established by the Company or a
Restricted Subsidiary for the benefit of its employees and except to the extent
that any purchase made pursuant to such issuance or sale is financed by the
Company or a Restricted Subsidiary) by the Company of its Capital Stock
(including upon the exercise of options, warrants or rights) (other than
Disqualified Stock) or warrants, options or rights to purchase its Capital Stock
(other than Disqualified Stock) after the Issue Date (other than in connection
with the Merger), net of attorneys' fees, accountants' fees, underwriters' or
placement agents' fees, discounts or commissions and brokerage, consultant and
other fees actually Incurred in connection with such issuance or sale and net of
taxes paid or payable as a result thereof.

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

                  (1)      prior to a Public Equity Offering, the Permitted
         Holders cease to "beneficially own" (as defined in Rules 13d-3 and
         13d-5 under the Exchange Act), directly or indirectly, a majority in
         the aggregate of the total voting power of the Voting Stock of Holding
         or the Company, whether as a result of issuance of securities of
         Holding or the Company, any merger, consolidation, liquidation or
         dissolution of Holding or the Company, or any direct or indirect
         transfer of securities by Holding, the Company or otherwise (for
         purposes of this clause (1), the Permitted Holders shall be deemed to
         beneficially own any Voting Stock of a Person (the "specified person")
         held by any other Person (the "other entity") so long as the Permitted
         Holders beneficially own (as so defined), directly or indirectly, in
         the aggregate a majority of the voting power of the Voting Stock of the
         other entity);

                  (2)      following a Public Equity Offering, any "person" (as
         such term is used in Sections 13(d) and 14(d) of the Exchange Act),
         other than one or more Permitted Holders, that beneficially owns (as
         defined in clause (1) above, except that for purposes

<PAGE>

                                      -6-

         of this clause (2) such person shall be deemed to "beneficially own"
         all shares that any such person has the right to acquire, whether such
         right is exercisable immediately or only after the passage of time),
         directly or indirectly, more than 40% of the total voting power of the
         Voting Stock of the Company; provided, however, that the Permitted
         Holders beneficially own (as defined in clause (1) above), directly or
         indirectly, in the aggregate a lesser percentage of the total voting
         power of the Voting Stock of the Company than such other person and do
         not have the right or ability by voting power, contract or otherwise to
         elect or designated for election of a majority of the Board of
         Directors of the Company (for the purposes of this clause (2), such
         other person shall be deemed to beneficially own any Voting Stock of a
         specified person held by a parent entity, if such other person
         beneficially owns (as defined in this clause (2)), directly or
         indirectly, more than 40% of the voting power of the Voting Stock of
         such parent entity and the Permitted Holders beneficially own (as
         defined in clause (1) above), directly or indirectly, in the aggregate
         a lesser percentage of the voting power of the Voting Stock of such
         parent entity and do not have the right or ability by voting power,
         contract or otherwise to elect or designate for electing a majority of
         the Board of Directors of such parent entity);

                  (3)      individuals who after the first board meeting
         following a Public Equity Offering constituted the Board of Directors
         of Holding together with any new directors whose election by such Board
         of Directors of Holding or whose nomination for election by such
         shareholders of Holding was approved or nominated by a vote of a
         majority of the directors of Holding at the beginning of such period,
         then still in office who were either directors at the beginning of such
         period or whose election or nomination for election was previously so
         approved cease for any reason to constitute a majority of the Board of
         Directors of the Company and Holding then in office;

                  (4)      the adoption of a plan relating to the liquidation or
         dissolution of the Company; or

                  (5)      the merger or consolidation of the Company with or
         into another Person or the merger of another Person with or into the
         Company or the sale of all or substantially all the assets of the
         Company (determined on a consolidated basis) to another Person other
         than (i) a transaction in which the survivor or transferee is a Person
         that is controlled by the Permitted Holders or (ii) a transaction
         following which (A) in the case of a merger or consolidation
         transaction, Holders of securities that represented 100% of the Voting
         Stock of the Company immediately prior to such transaction (or other
         securities into which such securities are converted as part of such
         merger or consolidation transaction) own directly or indirectly at
         least a majority of the voting power of the Voting Stock of the
         surviving Person in such merger or consolidation transaction
         immediately after such transaction and (B) in the case of a sale of
         assets transaction, each

<PAGE>

                                      -7-

         transferee becomes an obligor in respect of the Notes and a Subsidiary
         of the transferor of such assets.

                  "Change of Control Offer" has the meaning set forth in Section
4.08(a).

                  "Change of Control Payment Date" has the meaning set forth in
Section 4.08(b).

                  "Change of Control Purchase Price" has the meaning set forth
in Section 4.08(a).

                  "Commission" means the U.S. Securities and Exchange
Commission.

                  "Commodity Price Protection Agreement" means, in respect of a
Person, any forward contract, commodity swap agreement, commodity option
agreement or other similar agreement or arrangement designed to protect such
Person against fluctuations in commodity prices.

                  "Company" or "Quintiles" means the party named as such in the
first paragraph of this Indenture until a successor replaces such party pursuant
to Article Five and thereafter means the successor.

                  "Consolidated EBITDA" means, with respect to any Person for
any period, the Consolidated Net Income of such Person for such period, plus in
each case, without duplication:

                  (a)      provision for taxes based on income or profits of
         such Person and its Restricted Subsidiaries for such period, to the
         extent that such provision for taxes was included in computing such
         Consolidated Net Income;

                  (b)      the Fixed Charges of such Person and its Restricted
         Subsidiaries for such period, to the extent that such Fixed Charges
         were deducted in computing such Consolidated Net Income;

                  (c)      depreciation and amortization (including amortization
         of goodwill and other intangibles but excluding amortization of prepaid
         cash expenses that were paid in a prior period) and non-cash reduction
         of revenues received in connection with Permitted PharmaBio Investments
         of such Person and its Restricted Subsidiaries for such period, to the
         extent that such depreciation and amortization were deducted in
         computing such Consolidated Net Income;

                  (d)      expenses or charges relating to the refinancing or
         repayment of Debt, including the write-off of deferred refinancing
         costs and any premiums relating to such refinancing or repayment of
         such Person, to the extent such charges were deducted in computing such
         Consolidated Net Income; and

<PAGE>

                                      -8-

                  (e)      any non-cash charges reducing Consolidated Net Income
         for such period (excluding any such non-cash charge to the extent that
         it represents an accrual of or a reserve for cash expenses in any
         future period or amortization of a prepaid cash expense that was paid
         in a prior period); minus any non-cash items increasing Consolidated
         Net Income for such period (without duplication, excluding any reversal
         of a reserve for cash expense, if the establishment of such reserve had
         previously decreased Consolidated Net Income).

                  "Consolidated Interest Expense" means, with respect to any
Person for any period, the sum of, without duplication:

                  (1)      the aggregate of the net interest expense of such
         Person and its Restricted Subsidiaries for such period determined on a
         consolidated basis in accordance with GAAP, including, without
         limitation: (a) any amortization of debt discount; (b) the net costs
         under Interest Rate Agreements; (c) all capitalized interest; and (d)
         the interest portion of any deferred payment obligation, but excluding
         amortization of deferred financing costs; and

                  (2)      the interest component of Capital Lease Obligations
         paid, accrued and/or scheduled to be paid or accrued by such Person and
         its Restricted Subsidiaries during such period as determined on a
         consolidated basis in accordance with GAAP.

                  "Consolidated Net Income" means for any Person, for any
period, the consolidated net income (loss) of such Person and its Restricted
Subsidiaries for such period on a consolidated basis prior to any adjustment to
net income for any preferred stock (other than Disqualified Stock) as determined
in accordance with GAAP; provided, however, that there shall not be included in
such Consolidated Net Income:

                  (a)      the net income (or loss) of any Person in which the
         Person in question or any of its Restricted Subsidiaries has less than
         a 100% interest (as long as the net income (or loss) of such Person is
         not required to be consolidated into the net income of the Person in
         question in accordance with GAAP) except for the amount of dividends or
         distributions paid to the Person in question or to such Subsidiary;

                  (b)      the net income (or loss) of any Restricted Subsidiary
         of the Person in question that is subject to any contractual
         restriction or limitation or legal prohibition on the payment of
         dividends and the making of other distributions (other than, if
         applicable, pursuant to the Notes, this Indenture or the Credit
         Agreement) to the extent of such restriction, limitation or
         prohibition;

                  (c)      any net gain or loss realized upon the sale or other
         disposition of any Property of such Person or any of its consolidated
         Subsidiaries (including pursuant to any sale and leaseback transaction)
         that is not sold or otherwise disposed of in the ordinary

<PAGE>

                                      -9-

         course of business and any gains and losses attributable to
         discontinued operations; provided, however, that any net gain or loss
         realized upon the sale or other disposition of Permitted PharmaBio
         Investments shall be included in such Consolidated Net Income whether
         or not disposed of in the ordinary course of business;

                  (d)      any net after-tax extraordinary gain or loss;

                  (e)      the cumulative effect of a change in accounting
         principles;

                  (f)      any non-cash compensation expense realized for grants
         of stock appreciation or similar rights, stock options, Capital Stock
         or other rights to officers, directors and employees of such Person or
         a Subsidiary of such Person, provided that such rights (if redeemable),
         options or other rights can be redeemed at the option of the Holder
         only for Capital Stock of such Person (other than Disqualified Stock)
         or Capital Stock of a direct or indirect parent of such Person;

                  (g)      to the extent non-cash, any unusual, non-operating or
         non-recurring gain or loss (including to the extent related to the
         Merger);

                  (h)      expenses or charges (whether cash or non-cash)
         related to the Merger (including legal, accounting and debt issuance
         costs) and any restructuring related thereto, including any refunding
         or refinancing expenses related to Debt repaid or refinanced; and

                  (i)      gains or losses due to fluctuations in currency
         values and the related tax effect.

                  For purposes of calculating Consolidated Net Income in any
period, purchase price allocation adjustments to the balance sheet and any
amortization or purchase price allocation adjustments, in each case, related to
the Merger shall be excluded and as such considered to be zero.

                  Notwithstanding the foregoing, to avoid duplication, for
purposes of Section 4.10 only, there shall be excluded from Consolidated Net
Income any dividends, repayments of loans or advances or other transfers of
assets from Unrestricted Subsidiaries to the Company or a Restricted Subsidiary
to the extent such dividends, repayments or transfers increase the amount of
Restricted Payments permitted under subsection (3)(iv) thereof.

                  "Corporate Trust Office" means the principal office of the
Trustee at which at any time its corporate trust business shall be administered,
which office at the date hereof is located at 213 Court Street, Middletown, CT
06457, Attention: Corporate Trust Services, or such other address as the Trustee
may designate from time to time by notice to the Holders and the Company, or the
principal corporate trust office of any successor Trustee (or such other address

<PAGE>

                                      -10-

as such successor Trustee may designate from time to time by notice to the
Holders and the Company).

                  "Covenant Defeasance" has the meaning set forth in Section
9.01(b).

                  "CPI Increase Amount" means with respect to any calendar year
an amount equal to the Management Payment permitted to be paid pursuant to
Section 4.10 hereof for the prior calendar year times the percentage of the
increase from such preceding calendar year in the Urban Wage Earners and
Clerical Workers Consumer Price Index for the New York Metropolitan Area, such
amount to be calculated in March of each year, beginning in March 2005.

                  "Credit Agreement" means the Credit Agreement, dated as of the
Issue Date, among Holding, Pharma Services Intermediate Holding Corp., the
Company and the lenders party thereto in their capacities as lenders thereunder
and Citicorp North America, Inc., as administrative agent, together with the
related documents thereto (including, without limitation, any guarantee
agreements and security documents), in each case as such agreements may be
amended (including any amendment and restatement thereof), supplemented or
otherwise modified (including to increase the amount of available borrowings
thereunder or to add Restricted Subsidiaries as additional borrowers or
guarantors thereunder) from time to time, including any agreement extending the
maturity of, refinancing, replacing or otherwise restructuring (including
increasing the amount of available borrowings thereunder or adding Restricted
Subsidiaries as additional borrowers or guarantors thereunder) all or any
portion of the Debt under such agreement, or any successor or replacement
agreement, and whether by the same or any other agent, lender or group of
lenders.

                  "Credit Facility" means the Credit Agreement and one or more
debt or commercial paper facilities with banks or other institutional lenders
providing for revolving credit loans, term loans, receivables or inventory
financing (including through the sale of receivables or inventory to such
lenders or to special purpose, bankruptcy remote entities formed to borrow from
such lenders against such receivables or inventory) or trade letters of credit,
or other forms of guarantees or assurances that one or more times refinances,
replaces, supplements, modifies or amends such credit facility (including
increasing the amount of available borrowings thereunder or adding obligors as
additional borrowers or guarantors thereunder) all or any portion of the Debt
under such agreement or any successor or replacement agreement and whether by
the same or any other agent, lender or group of lenders).

                  "Currency Exchange Protection Agreement" means, in respect of
a Person, any foreign exchange contract, currency swap agreement, futures
contract, currency option, synthetic cap or other similar agreement or
arrangement designed to protect such Person against fluctuations in currency
exchange rates.

                  "Custodian" means any receiver, interim receiver, receiver and
manager, trustee, assignee, liquidator, custodian or similar official under any
Bankruptcy Law.

<PAGE>

                                      -11-

                  "Cymbalta Investment" means an Investment by the Company in an
amount not to exceed $40.0 million pursuant to an agreement dated July 18, 2002
between the Company and Lilly to support the commercialization efforts for a
drug named Cymbalta(TM).

                  "Debt" means, with respect to any Person on any date of
determination (without duplication):

                  (a)      the principal of and premium (if any, but only in the
event such premium has become due) in respect of:

                           (1)      debt of such Person for borrowed money, and

                           (2)      debt evidenced by notes, debentures, bonds
                  or other similar instruments for the payment of which such
                  Person is responsible or liable;

                  (b)      all Capital Lease Obligations of such Person;

                  (c)      all obligations of such Person issued or assumed as
         the deferred purchase price of Property, all conditional sale
         obligations of such Person and all obligations of such Person under any
         title retention agreement (but excluding trade accounts payable for
         goods and services arising in the ordinary course of business);

                  (d)      all obligations of such Person for the reimbursement
         of any obligor on any letter of credit, banker's acceptance or similar
         credit transaction (other than obligations with respect to letters of
         credit, performance bonds or surety bonds securing obligations (other
         than obligations described in (a) through (c) above) provided in the
         ordinary course of business of such Person to the extent such letters
         of credit and bonds are not drawn upon or, if and to the extent drawn
         upon, such drawing is reimbursed no later than the 30th Business Day
         following receipt by such Person of a demand for reimbursement
         following payment on the letter of credit or bond);

                  (e)      the amount of all obligations of such Person with
         respect to the Repayment of any Disqualified Stock or, with respect to
         any Subsidiary of such Person that is not a Subsidiary Guarantor, any
         Preferred Stock (measured, in each case, at the greatest of its
         voluntary or involuntary maximum fixed repurchase price or liquidation
         value on the date of the determination but excluding, in each case, any
         accrued dividends for any current period not yet payable);

                  (f)      all obligations of other Persons of the type referred
         to in clauses (a) through (e) above, and all accrued dividends of other
         Persons currently payable, the payment of which, in either case, such
         Person is responsible or liable, directly or indirectly, as obligor,
         guarantor or otherwise, including by means of any Guarantee;

<PAGE>

                                      -12-

                  (g)      all obligations of the type referred to in clauses
         (a) through (f) above of other Persons, the payment of which is secured
         by any Lien on any Property of such Person (whether or not such
         obligation is assumed by such Person), the amount of such obligation
         being deemed to be the lesser of the Fair Market Value of such Property
         or the amount of the obligation so secured; and

                  (h)      to the extent not otherwise included in this
         definition, Hedging Obligations of such Person and all obligations
         under Interest Rate Agreements.

                  The amount of Debt of any Person at any date shall be the
amount necessary to extinguish in full as of such date the outstanding balance
at such date of all unconditional obligations as described above including,
without limitation, all interest that has been capitalized, and without giving
effect to any call premiums in respect thereof. The amount of Debt represented
by a Hedging Obligation shall be equal to:

                  (1)      zero if such Hedging Obligation has been Incurred
         pursuant to Section 4.09(b)(6),(7) or (8), or

                  (2)      the marked-to-market value of such Hedging Obligation
         to the counterparty thereof if not Incurred pursuant to such clauses.

                  For purposes of this definition, the maximum fixed repurchase
price of any Preferred Stock that does not have a fixed redemption, repayment or
repurchase price will be calculated in accordance with the terms of such
Preferred Stock as if such Preferred Stock were purchased on any date on which
Debt will be required to be determined pursuant to this Indenture at its Fair
Market Value if such price is based upon, or measured by, the fair market value
of such Preferred Stock determined in good faith by the Board of Directors of
the Company; provided, however, that if such Preferred Stock is not then
permitted in accordance with the terms of such Preferred Stock to be redeemed,
repaid or repurchased, the redemption, repayment or repurchase price shall be
the book value of such Preferred Stock as reflected in the most recent financial
statements of such Person.

                  Notwithstanding the foregoing, Debt shall not (i) mean
obligations to provide services, including without limitation, the provisions of
sales force personnel and related expenses, arising pursuant to agreements
entered into in connection with Permitted PharmaBio Investments, so long as such
obligations are expected to be treated as expenses (and not capitalized) on the
income statement of such Person and (ii) include unearned income to the extent
it relates to the receipt of cash in the ordinary course of business in respect
of revenues that have not been recognized on such Person's income statement.

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

<PAGE>

                                      -13-

                  "Depository" means, with respect to the Notes issued in the
form of one or more Global Notes, The Depository Trust Company or another Person
designated as Depository by the Company, which Person must be a clearing agency
registered under the Exchange Act.

                  "Designated Senior Debt" means:

                  (1)      the Debt under the Credit Agreement; and

                  (2)      any other Senior Debt of the Company that, at the
         date of determination, has an aggregate principal amount outstanding
         of, or under which, at the date of determination, the holders thereof
         are committed to lend up to, at least $25.0 million and is specifically
         designated by the Company in the instrument evidencing or governing
         such Senior Debt as "Designated Senior Debt" for purposes of this
         Indenture; provided that the Company shall so advise the Trustee.

                  "DG Equity Rollover Agreement" means the rollover agreement,
dated as of August 28, 2003, by and among Holding, Dr. Dennis B. Gillings, Joan
H. Gillings, Susan Ashley Gillings, the Gillings Family Foundation, the Gillings
Family Limited Partnership and the GFEF Limited Partnership.

                  "Disqualified Stock" means, with respect to any Person, any
Capital Stock that by its terms (or by the terms of any security into which it
is convertible or for which it is exchangeable, in either case at the option of
the holder thereof) or upon the happening of an event:

                  (a)      matures or is mandatorily redeemable pursuant to a
         sinking fund obligation or otherwise,

                  (b)      is or may become redeemable or repurchaseable at the
         option of the holder thereof, in whole or in part, or

                  (c)      is convertible or exchangeable at the option of the
         holder thereof for Debt or Disqualified Stock,

on or prior to, in the case of clause (a), (b) or (c), the 91st day after the
Stated Maturity of the Notes; provided that any Capital Stock that would not
constitute Disqualified Stock but for provisions thereof giving holders the
right to require the issuer thereof to repurchase or redeem such Capital Stock
upon the occurrence of a Change of Control occurring prior to the 91st day after
the Stated Maturity of the Notes shall not constitute Disqualified Stock if the
Change of Control provisions applicable to such Disqualified Stock are no more
favorable to the holders of such Disqualified Stock than the provisions of this
Indenture with respect to a Change of Control and such Disqualified Stock
specifically provides that the issuer thereof will not repurchase or

<PAGE>

                                      -14-

redeem any such Capital Stock pursuant to such provisions prior to the Company's
completing a Change of Control Offer.

                  "Event of Default" has the meaning set forth in Section 6.01.

                  "Excess Proceeds" has the meaning set forth in Section
4.12(d).

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

                  "Exchange Offer" has the meaning set forth in Section 8 of
Exhibit A.

                  "Exchange Securities" has the meaning provided in the
Registration Rights Agreement.

                  "Fair Market Value" means, with respect to any Property, the
price that could be negotiated in an arm's-length free market transaction, for
cash, between a willing seller and a willing buyer, neither of whom is under
undue pressure or compulsion to complete the transaction. Fair Market Value
shall be determined, except as otherwise provided,

                  (a)      if such Property has a Fair Market Value equal to or
         less than $10 million, by any Officer of the Company, or

                  (b)      if such Property has a Fair Market Value in excess of
         $10 million, by a majority of the Board of Directors of the Company and
         evidenced by a Board Resolution.

                  "Fee Agreement" shall mean the Fee Agreement, dated August 28,
2003, among Holding, OEP and Dennis B. Gillings, governing the payment by
Holding of OEP's and Dennis B. Gillings' and their respective affiliates' fees
and expenses related to the Merger.

                  "Fixed Charge Coverage Ratio" means with respect to any Person
for any period, the ratio of the Pro Forma Consolidated EBITDA of such Person
for such period to the Fixed Charges of such Person for such period.

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

                  (a)      the Pro forma Consolidated Interest Expense of such
         Person and its Restricted Subsidiaries for such period whether paid or
         accrued, determined in accordance with GAAP;

                  (b)      all commissions, discounts and other fees and charges
         Incurred in respect of letters of credit or bankers' acceptance
         financings, determined in accordance with GAAP, and net payments or
         receipts (if any) pursuant to Hedging Obligations to the extent such
         Hedging Obligations related to Debt that is not itself a Hedging
         Obligation;

<PAGE>

                                      -15-

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

                  (d)      amortization or write-off of Debt discount in
         connection with any Debt of such Person and any Restricted Subsidiary,
         on a consolidated basis in accordance with GAAP; and

                  (e)      the product of (a) all dividend payments (other than
         any payments to the referent Person or any of its Restricted
         Subsidiaries and any dividends payable in the form of Capital Stock) on
         any series of Preferred Stock or Disqualified Stock of such Person and
         its Restricted Subsidiaries, times (b) (x) if the dividends are not
         deductible for income tax purposes based on the law in effect at the
         time of payment, a fraction, the numerator of which is one and the
         denominator of which is one minus the then current combined federal,
         state and local statutory income tax rate of such Person, expressed as
         a decimal, in each case, on a consolidated basis and in accordance with
         GAAP as estimated by the chief financial officer of such Person in good
         faith or (y) if such dividends are deductible by such Person for income
         tax purposes based on law in effect at the time of payment, one.

                  "GAAP" means United States generally accepted accounting
principles as in effect on the Issue Date.

                  "Global Notes" has the meaning set forth in Section 2.16(a).

                  "Government Obligations" means any security issued or
guaranteed as to principal or interest by the United States, or by a Person
controlled or supervised by and acting as an instrumentality of the government
of the United States pursuant to the authority granted by the Congress of the
United States or any certificate of deposit for any of the foregoing.

                  "guarantee" or "Guarantee" means any obligation, contingent or
otherwise, of any Person directly or indirectly guaranteeing any Debt of any
other Person and any obligation, direct or indirect, contingent or otherwise, of
such Person:

                  (a)      to purchase or pay (or advance or supply funds for
         the purchase or payment of) Debt of such other Person (whether arising
         by virtue of partnership arrangements, or by agreements to keep-well,
         to purchase assets, goods, securities or services, to take-or-pay or to
         maintain financial statement conditions or otherwise), or

                  (b)      entered into for the purpose of assuring in any other
         manner the obligee against loss in respect thereof (in whole or in
         part);

<PAGE>

                                      -16-

provided, however, that the term "guarantee" or "Guarantee" shall not include:

                  (1)      endorsements for collection or deposit in the
         ordinary course of business, or

                  (2)      a contractual commitment by one Person to invest in
         another Person for so long as such Investment is reasonably expected to
         constitute a "Permitted Investment."

                  The term "guarantee" or "Guarantee" used as a verb has a
corresponding meaning. The term "Guarantor" shall mean any Person Guaranteeing
any obligation.

                  "Guarantor Senior Debt" has the meaning set forth in Section
11.08.

                  "Hedging Obligations" of any Person means any obligation of
such Person pursuant to any Interest Rate Agreement, Currency Exchange
Protection Agreement, Commodity Price Protection Agreement or any other similar
agreement or arrangement.

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

                  "Holding" means Pharma Services Holding, Inc., a Delaware
corporation, so long as it is the direct or indirect parent of Quintiles.

                  "Incur" means, with respect to any Debt or other obligation of
any Person, to create, issue, incur (by merger, conversion, exchange or
otherwise), extend, assume, Guarantee or become liable in respect of such Debt
or other obligation or (if earlier) the recording, as required pursuant to GAAP
or otherwise, of any such Debt or obligation on the balance sheet of such Person
(and "Incurrence" and "Incurred" shall have meanings correlative to the
foregoing); provided, however, that a change in GAAP or the application thereof
that results in an obligation of such Person that exists at such time, and is
not theretofore classified as Debt, becoming Debt shall not be deemed an
Incurrence of such Debt; provided further, however, that amortization of debt
discount, accrual or capitalization of dividends and interest, including the
accrual of deferred accrued interest, the accretion of principal, and the
payment of interest or dividends in the form of additional securities shall not,
in any such case, be deemed to be the Incurrence of Debt; provided that in the
case of Debt or Preferred Stock sold at a discount or for which interest or
dividends are capitalized or accrued or accreted, the amount of such Debt or
outstanding Preferred Stock Incurred shall at all times be the then current
accreted value or shall include all capitalized interest.

                  "Indenture" means this Indenture as amended, restated or
supplemented from time to time.

<PAGE>

                                      -17-

                  "Independent Financial Advisor" means an accounting, appraisal
or investment banking firm of national standing or any third party appraiser or
recognized expert with experience in appraising the terms and conditions of the
type of transaction or series of related transactions for which an opinion is
required, provided that such firm or appraiser is not an Affiliate of the
Company.

                  "Initial Purchasers" means Citigroup Global Markets Inc., ABN
AMRO Incorporated and Banc One Capital Markets, Inc.

                  "interest" means, with respect to the Notes, interest and
Additional Interest.

                  "Interest Payment Date" means April 1 and October 1 of each
year.

                  "Interest Rate Agreement" means, for any Person, any interest
rate swap agreement, interest rate cap agreement, interest rate collar
agreement, interest rate option agreement, interest rate future agreement or
other similar agreement designed to protect against fluctuations in interest
rates.

                  "Investment" by any Person means any loan, advance or other
extension of credit (other than advances or extensions of credit and receivables
in the ordinary course of business that are recorded as accounts receivable on
the balance sheet of such Person or acquired as part of the assets acquired in
connection with an acquisition of assets otherwise permitted by this Indenture
and also excluding advances to officers and employees in the ordinary course of
business) or capital contribution (by means of transfers of cash or other
Property to others) or payments for Property or services for the account or use
of others (other than expenses Incurred in the ordinary course of business,
including without limitation, the provisions of sales force personnel and
related expenses or as required pursuant to agreements entered into in
connection with Permitted PharmaBio Investments so long as such items are
expected to be treated as expenses (and not capitalized) on the income statement
of such Person) to, or Incurrence of a Guarantee of any obligation of, or
purchase or acquisition of Capital Stock, bonds, notes, debentures or other
securities or evidence of Debt issued by, any other Person, or the making of
upfront, milestone, marketing or other similar payment by any Person to any
other Person in connection with the Person's obtaining a right to receive
royalty or other payments in the future. "Investment" shall include the Fair
Market Value of the Investment of (A) a Restricted Subsidiary in any Person at
the time such Restricted Subsidiary becomes a Restricted Subsidiary of the
Company and (B) the Company and a Restricted Subsidiary in any Subsidiary of the
Company at the time that any such Subsidiary is designated an Unrestricted
Subsidiary; provided, however, that upon a redesignation of an Unrestricted
Subsidiary as a Restricted Subsidiary, the Company or such Restricted
Subsidiary, as the case may be, shall be deemed to continue to have a permanent
"Investment" in an Unrestricted Subsidiary (proportionate to its equity interest
in such Subsidiary) of an amount (if positive) equal to:

                  (a)      its "Investment" in such Subsidiary at the time of
         such redesignation, less

<PAGE>

                                      -18-

                  (b)      the portion (proportionate to its equity interest in
         such Subsidiary) of the Fair Market Value of its Investment in such
         Subsidiary at the time of such redesignation.

                  In determining the amount of any Investment made by transfer
of any Property other than cash, such Property shall be valued at its Fair
Market Value at the time of such Investment.

                  "Investment Grade Ratings" means a rating equal to or higher
than Baa3 (or the equivalent) by Moody's and BBB- (or the equivalent) by S&P.

                  "Investor Stockholder" means OEP, TPG and Temasek.

                  "Issue Date" means the date on which the Notes are initially
issued (exclusive of any Additional Notes).

                  "Legal Defeasance" has the meaning set forth in Section
9.01(b).

                  "Legal Holiday" has the meaning set forth in Section 12.07.

                  "Lien" means, with respect to any Property of any Person, any
mortgage or deed of trust, pledge, hypothecation, assignment, deposit
arrangement, security interest, lien, charge, easement (other than any easement
not materially impairing usefulness or marketability), encumbrance, preference,
priority or other security agreement on or with respect to such Property
(including any Capital Lease Obligation, conditional sale or other title
retention agreement having substantially the same economic effect as any of the
foregoing or any sale and leaseback transaction).

                  "Management Agreements" means (i) the consulting agreement,
dated as of September 25, 2003, by and between OEP, GF Management Company, LLC,
TPG GenPar III L.P., Holding and Perseus-Soros Management LLC, and (ii) the
consulting agreement, dated as of September 25, 2003, by and between Cassia Fund
Management Pte Ltd. and Holding, in each case as in effect on the Issue Date.

                  "Management Payment" shall have the meaning set forth in
Section 4.10(b)(12).

                  "Maturity Date" when used with respect to any Note, means the
date on which the principal amount of such Note becomes due and payable as
therein or herein provided.

                  "Merger" means the consummation of the merger of Acquisition
Corp. with and into Quintiles to occur in accordance with the terms of the
Merger Agreement and the transactions related thereto.

<PAGE>

                                      -19-

                  "Merger Agreement" means the Agreement and Plan of Merger
among Quintiles, Holding and Acquisition Corp., dated as of April 10, 2003, as
amended as of August 18, 2003, as in effect on the Issue Date.

                  "Merger Date" means the date on which the Merger is
consummated and becomes effective in accordance with the Merger Agreement and
the laws of the State of North Carolina.

                  "Moody's" means Moody's Investor Services, Inc. or any
successor rating agency.

                  "Net Available Cash" from any Asset Sale means cash payments
received therefrom (including any cash payments received by way of deferred
payment of principal pursuant to a note or installment receivable or otherwise,
but only, in each case, as and when received, but excluding any other
consideration received in the form of assumption by the acquiring Person of Debt
or other obligations or liabilities relating to the Property that is the subject
of such Asset Sale or received in any other non-cash form), in each case net of:

                  (a)      all legal, accounting, investment banking, title and
         recording tax expenses, commissions and other fees and expenses
         Incurred, and all U.S. Federal, state, provincial, foreign and local
         taxes required to be accrued as a liability under GAAP, as a
         consequence of such Asset Sale,

                  (b)      all payments made on any Debt that is secured by any
         Property subject to such Asset Sale, in accordance with the terms of
         any Lien upon or other security agreement of any kind with respect to
         such Property, or which must by its terms, or in order to obtain a
         necessary consent to such Asset Sale, or by applicable law, be repaid
         out of the proceeds from such Asset Sale,

                  (c)      all distributions and other payments required to be
         made to minority interest holders in Subsidiaries or joint ventures as
         a result of such Asset Sale,

                  (d)      brokerage commissions and other reasonable fees and
         expenses (including, without limitation, any severance, pension or
         shutdown cost and fees and expenses of counsel, accountants, investment
         bankers and other financial advisors or consultants) related to such
         Asset Sale, and

                  (e)      the deduction of appropriate amounts provided by the
         seller as a reserve, in accordance with GAAP, against any liabilities
         associated with the Property disposed in such Asset Sale and retained
         by the Company or a Restricted Subsidiary after such Asset Sale,
         including, without limitation, pension and other post-employment
         benefit liabilities, liabilities relating to environmental matters and
         liabilities under any indemnification obligations associated with such
         Asset Sale and any deductions relating to escrowed amounts.

<PAGE>

                                      -20-

                  "Non-payment Default" has the meaning set forth in Section
11.02(a).

                  "Non-Recourse Debt" means Debt

                  (a)      as to which neither the Company nor any Restricted
         Subsidiary provides any guarantee or credit support of any kind
         (including any undertaking, guarantee, indemnity, agreement or
         instrument that would constitute Debt) or is directly or indirectly
         liable (as a guarantor or otherwise) or as to which there is any
         recourse to the assets of the Company or any Restricted Subsidiary; and

                  (b)      no default with respect to which (including any
         rights that the Holders thereof may have to take enforcement action
         against an Unrestricted Subsidiary) would permit (upon notice, lapse of
         time or both) any holder of any other Debt of the Company or any
         Restricted Subsidiary to declare a default under such other Debt or
         cause the payment thereof to be accelerated or payable prior to its
         stated maturity.

                  "Non-U.S. Person" means a Person who is not a U.S. person, as
defined in Regulation S.

                  "Non-U.S. Subsidiary" means any Restricted Subsidiary of the
Company that is or becomes organized under the laws of a jurisdiction other than
the United States of America or any State thereof or the District of Columbia.

                  "Notes" means the 10% Senior Subordinated Notes due 2013
issued by the Company, including, without limitation, the Exchange Securities,
treated as a single class of securities, as amended from time to time in
accordance with the terms hereof, that are issued pursuant to this Indenture.

                  "Notice of Default" shall have the meaning set forth in
Section 6.01.

                  "Obligations" means any principal, interest, penalties, fees,
indemnifications, reimbursements, damages and other liabilities payable under
the documentation governing any Debt, including any guarantees thereof, and in
all cases whether direct or indirect, absolute or contingent, now outstanding or
hereafter created, assumed or incurred and including, without limitation,
interest accruing subsequent to the filing of a petition in bankruptcy or the
commencement of any insolvency, reorganization or similar proceedings at the
rate provided in the relevant documentation, whether or not an allowed claim,
and any obligation to redeem or defease any of the foregoing.

                  "OEP" means One Equity Partners LLC.

                  "OEP Subscription Agreement" means the subscription agreement
dated as of August 28, 2003 between OEP and Holding.

<PAGE>

                                      -21-

                  "Offer Amount" has the meaning set forth in Section 4.12(f).

                  "Offer Period" has the meaning set forth in Section 4.12(f).

                  "Offering Memorandum" means the offering memorandum dated
September 12, 2003 relating to the offering of Notes on the Issue Date.

                  "Officer" means the Chief Executive Officer, the President,
the Chief Financial Officer or any Vice President, the Treasurer or the
Secretary of the specified Person.

                  "Officers' Certificate" means a certificate signed by an
Officer of the specified Person and delivered to the Trustee.

                  "Opinion of Counsel" means a written opinion from legal
counsel who is acceptable to the Trustee. The counsel may be an employee of or
counsel to the Company, a Subsidiary Guarantor or the Trustee.

                  "Paying Agent" has the meaning set forth in Section 2.04.

                  "Payment Blockage Notice" has the meaning set forth in Section
11.02(a).

                  "Payment Blockage Period" has the meaning set forth in Section
11.02(a).

                  "Payment Default" means any default which occurs and is
continuing in the payment when due, whether at maturity, upon any redemption, by
declaration or otherwise, of any principal of, premium, if any, or interest on,
unpaid drawings for letters of credit issued in respect of, or regularly
accruing fees with respect to, any Designated Senior Debt (including, without
limitation, guarantees of the foregoing items which constitute such Senior
Debt).

                  "Permitted Asset Swap" means any transfer of a Permitted
PharmaBio Investment by the Company or any of its Restricted Subsidiaries in
which the consideration received by the transferor is another Permitted
PharmaBio Investment; provided that the aggregate Fair Market Value at the time
of the consummation of the Permitted Asset Swap (as determined in good faith by
the Board of Directors of the Company) of the Permitted PharmaBio Investment
being transferred by the Company or such Restricted Subsidiary is not greater
than the aggregate Fair Market Value at the time of the consummation of the
Permitted Asset Swap (as determined in good faith by the Board of Directors of
the Company) of the Permitted PharmaBio Investment received by the Company or
such Restricted Subsidiary in such exchange; and provided, further, that, with
respect to any transaction or series of related transactions that constitute a
Permitted Asset Swap with an aggregate Fair Market Value in excess of $50.0
million, the Company, prior to consummation thereof, shall be required to obtain
a written opinion from an Independent Financial Advisor to the effect that such
transaction or series of related transactions are fair, from a financial point
of view, to the Company or such Restricted Subsidiary, taken as a whole.

<PAGE>

                                      -22-

                  "Permitted Debt" has the meaning set forth in Section 4.09(b).

                  "Permitted Holders" means Dr. Dennis B. Gillings, the Gillings
Family Limited Partnership, the GFEF Limited Partnership, GF Management Company,
LLC, the Gillings Family Foundation, OEP, Temasek and TPG and each of such
Persons' Affiliates and Permitted Transferees.

                  "Permitted Investment" means any Investment by the Company or
a Restricted Subsidiary in:

                  (a)      the Company, any Restricted Subsidiary or any Person
         that will, upon the making of such Investment, become a Restricted
         Subsidiary, or that is merged or consolidated with or into, or
         transfers or conveys all or substantially all of its assets to, or is
         liquidated into, the Company or a Restricted Subsidiary; provided that
         the primary business of such Restricted Subsidiary is a Related
         Business, including, without limitation, the Merger and the
         transactions contemplated thereby;

                  (b)      cash or Temporary Cash Investments;

                  (c)      receivables owing to the Company or a Restricted
         Subsidiary if created or acquired in the ordinary course of business
         and payable or dischargeable in accordance with customary trade terms;
         provided, however, that such trade terms may include such concessionary
         trade terms as the Company or such Restricted Subsidiary deems
         reasonable under the circumstances;

                  (d)      payroll, travel, commission and similar advances to
         cover matters that are expected at the time of such advances ultimately
         to be treated as expenses for accounting purposes and that are made in
         the ordinary course of business;

                  (e)      loans and advances, including a program to provide
         such loans and advances, to employees, directors and consultants either
         made in the ordinary course of business consistent with past practices
         or as approved by the Board of Directors of the Company or such
         Restricted Subsidiary, as the case may be; provided that such loans and
         advances do not exceed $8.0 million at any one time outstanding;

                  (f)      stock, obligations or other securities received in
         settlement or good faith compromise of debts owing to the Company or a
         Restricted Subsidiary or in satisfaction of judgments or pursuant to
         any plan of reorganization or similar arrangement upon the bankruptcy
         or insolvency of a debtor;

                  (g)      any Person to the extent such Investment represents
         non-cash consideration received in connection with an asset sale,
         including an Asset Sale or a Permitted Asset Swap consummated in
         compliance with Section 4.12 hereof;

<PAGE>

                                      -23-

                  (h)      the Notes and, if issued, any Additional Note;

                  (i)      Interest Rate Agreements, Currency Exchange
         Protection Agreements, Hedging Obligations and Commodity Price
         Protection Agreement, in each case permitted under Section 4.09 hereof;

                  (j)      existence on the Issue Date and any Investment that
         replaces, refinances or refunds such an Investment, provided that the
         new Investment is in an amount that does not exceed that amount
         replaced, refinanced or refunded and is made in the same Person as the
         Investment replaced, refinanced or refunded;

                  (k)      prepaid expenses, negotiable instruments held for
         deposit or collection and lease, utility and worker's compensation,
         performance and other similar deposits provided to third parties in the
         ordinary course of business;

                  (l)      Investments, the consideration for which consists
         solely of Capital Stock of the Company;

                  (m)      other Investments that do not exceed $50.0 million
         outstanding at any one time in the aggregate (with the amount of each
         Investment being measured as of the time made and without giving effect
         to subsequent changes in value);

                  (n)      Investments in a Related Business that do not exceed
         $100.0 million outstanding at any one time in the aggregate (with the
         amount of each Investment being measured as of the time made and
         without giving effect to subsequent changes in value);

                  (o)      any Person where such Investment was acquired by the
         Company or any Restricted Subsidiary (1) in exchange for any other
         Investment or accounts receivable held by the Company or any such
         Restricted Subsidiary in connection with or as a result of a
         bankruptcy, workout, reorganization or recapitalization of the issuer
         of such other Investment or accounts receivable or (2) as a result of a
         foreclosure by the Company or any of its Restricted Subsidiaries with
         respect to any secured Investment or such other transfer of title with
         respect to any secured Investment in default;

                  (p)      negotiable instruments held for deposit or collection
         in the ordinary course of business;

                  (q)      guarantees by the Company or a Restricted Subsidiary
         of Debt otherwise permitted to be Incurred by the Company or a
         Restricted Subsidiary under this Indenture and the creation of Liens on
         the assets of the Company or a Restricted Subsidiary in compliance with
         Section 4.11 hereof;

                  (r)      the Cymbalta Investment; and

<PAGE>

                                      -24-

                  (s)      Permitted PharmaBio Investments in an amount not to
         exceed at any one time outstanding the net reduction in Permitted
         PharmaBio Investments (with the amount of each Permitted PharmaBio
         Investment being measured as of the time made and without giving effect
         to subsequent changes in value) in existence on the Issue Date
         resulting from dividends, repayments of loans or advances, return of
         capital or other transfers, sales or liquidations of Property or any
         other disposition or repayment of such Permitted PharmaBio Investments,
         in each case to the Company or any Restricted Subsidiary from any
         Person (other than the Company or a Restricted Subsidiary), less the
         cost of the disposition of such Permitted PharmaBio Investments.

                  "Permitted Liens" means:

                  (a)      Liens securing the Notes and the Subsidiary
         Guarantees;

                  (b)      Liens securing Debt permitted to be Incurred under
         clause (b)(3) of Section 4.09 hereof; provided that any such Lien may
         not extend to any Property of the Company or any Restricted Subsidiary
         other than the Property acquired, constructed or leased with the
         proceeds of such Debt and any improvements or accessions to such
         Property;

                  (c)      Liens for taxes, assessments or governmental charges
         or levies on the Property of the Company or any Restricted Subsidiary
         if the same shall not at the time be delinquent or thereafter can be
         paid without penalty, or are being contested in good faith and by
         appropriate proceedings; provided that any reserve or other appropriate
         provision that shall be required in conformity with GAAP shall have
         been made therefor;

                  (d)      Liens imposed by law or regulation, such as statutory
         Liens or landlords', carriers', warehousemen's and mechanics' Liens,
         Liens in favor of customs or revenue authorities and other similar
         Liens, on the Property of the Company or any Restricted Subsidiary
         arising in the ordinary course of business and securing payment of
         obligations that are not more than 60 days past due or are being
         contested in good faith and by appropriate proceedings or Liens arising
         solely by virtue of any statutory or common law provisions relating to
         customs, duties, bankers' liens, rights of set-off or similar rights
         and remedies as to deposit accounts or other funds maintained with a
         creditor depositary institution;

                  (e)      Liens on the Property of the Company or any
         Restricted Subsidiary Incurred in the ordinary course of business to
         secure performance of obligations with respect to statutory or
         regulatory requirements, performance bids, trade contracts, letters of
         credit, bankers' acceptances, performance or return-of-money bonds,
         surety bonds or other obligations of a like nature and Incurred in a
         customary manner, in each case which are not Incurred in connection
         with the borrowing of money, the obtaining of advances or the payment
         of the deferred purchase price of Property and which do not in the
         aggregate

<PAGE>

                                      -25-

         impair in any material respect the use of Property in the operation of
         the business of the Company and the Restricted Subsidiaries taken as a
         whole;

                  (f)      Liens on Property at the time the Company or any
         Restricted Subsidiary acquired such Property, including any acquisition
         by means of a merger or consolidation with or into the Company or any
         Restricted Subsidiary; provided, however, that any such Lien may not
         extend to any other Property of the Company or any Restricted
         Subsidiary; provided, further, however, that such Liens shall not have
         been Incurred in anticipation of or in connection with the transaction
         or series of related transactions pursuant to which such Property was
         acquired by the Company or any Restricted Subsidiary;

                  (g)      Liens on the Property of a Person at the time such
         Person becomes a Restricted Subsidiary; provided, however, that any
         such Lien may not extend to any other Property of the Company or any
         other Restricted Subsidiary that is not a direct or, prior to such
         time, indirect Subsidiary of such Person; provided, further, however,
         that any such Lien was not Incurred in anticipation of or in connection
         with the transaction or series of related transactions pursuant to
         which such Person became a Restricted Subsidiary;

                  (h)      pledges or deposits by the Company or any Restricted
         Subsidiary under workmen's compensation laws, unemployment insurance
         laws or similar legislation, or good faith deposits in connection with
         bids, tenders, contracts (other than for the payment of Debt) or leases
         to which the Company or any Restricted Subsidiary is party, or deposits
         to secure public or statutory obligations of the Company or any
         Restricted Subsidiary, or deposits for the payment of rent, in each
         case Incurred in the ordinary course of business;

                  (i)      utility easements, building restrictions and such
         other encumbrances or charges against real property as are of a nature
         generally existing with respect to properties of a similar character;

                  (j)      any provision for the retention of title to any
         Property by the vendor or transferor of such Property which Property is
         acquired by the Company or a Restricted Subsidiary in a transaction
         entered into in the ordinary course of business of the Company or a
         Restricted Subsidiary and for which kind of transaction it is normal
         market practice for such retention of title provision to be included;

                  (k)      Liens arising by means of any judgment, decree or
         order of any court, to the extent not otherwise resulting in an Event
         of Default, and any Liens that are customarily required to protect or
         enforce rights in any administrative, arbitration or other court
         proceedings in the ordinary course of business;

<PAGE>

                                      -26-

                  (l)      Liens on and pledges of the Capital Stock of any
         Unrestricted Subsidiary to secure Debt of that Unrestricted Subsidiary;

                  (m)      (1) mortgages, Liens, security interests,
         restrictions, encumbrances or any other matters of record that have
         been placed by any developer, landlord or other third party on property
         over which the Company or any Restricted Subsidiary has easement rights
         or on any real property leased by the Company or any Restricted
         Subsidiary or similar agreements relating thereto and (2) any
         condemnation or eminent domain proceedings or compulsory purchase order
         affecting real property;

                  (n)      Liens existing on the Issue Date;

                  (o)      Liens in favor of the Company or any Restricted
         Subsidiary;

                  (p)      Liens on the Property of the Company or any
         Restricted Subsidiary to secure any Refinancing of Debt, in whole or in
         part, secured by any Lien described in the foregoing clause (a), (f),
         (g) or (n); provided that any such Lien is limited to all or part of
         the same property or assets (plus improvements, accessions, proceeds or
         dividends or distributions in respect thereof) that secured the Debt
         being Refinanced;

                  (q)      Liens on Permitted PharmaBio Investments consisting
         of call rights, purchase options, transfer restrictions or other
         similar Liens imposed in connection therewith;

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

                  (s)      Liens in the form of licenses, leases or subleases
         granted or created by the Company or any Restricted Subsidiary, which
         licenses, leases or subleases do not interfere, individually or in the
         aggregate, in any material respect with the business of the Company or
         such Restricted Subsidiary or individually or in the aggregate
         materially impair the use (for its intended purpose) or the value of
         the Property subject thereto.

                  "Permitted PharmaBio Investments" means the Investments by the
Company or any Restricted Subsidiary in any Person (including Bioglan but
excluding any other Subsidiary) that is involved in the development and
production of pharmaceutical products, or in other lines of business within the
pharmaceutical services or biotechnology industry or related or complementary
businesses in the healthcare industry including without limitation biotechnology
consumer marketing and information technology, pharmaco-economics consulting and
pharmaco-genomics.

<PAGE>

                                      -27-

                  "Permitted Refinancing Debt" means any Debt that Refinances
any other Debt, that is Incurred in accordance with Section 4.09(a) hereof or
that is Incurred under clause (b)(2), (3), (5), (14), or previously Incurred
under clause (b)(16) of the definition of "Permitted Debt," including any
successive Refinancings, so long as:

                  (a)      such Debt is in an aggregate principal amount (or if
         Incurred with original issue discount, an aggregate issue price) not in
         excess of the sum of:

                           (1)      the aggregate principal amount (or if
                  Incurred with original issue discount, the aggregate accreted
                  value) and any accrued but unpaid interest then outstanding of
                  the Debt being Refinanced, and

                           (2)      an amount necessary to pay any fees and
                  expenses, including premiums, tender and defeasance costs,
                  related to such Refinancing,

                  (b)      in the case of the Refinancing of term Debt, the
         Average Life of such Debt is equal to or greater than the Average Life
         of the Debt being Refinanced,

                  (c)      in the case of the Refinancing of term Debt, the
         final Stated Maturity of the Debt being Incurred is no earlier than the
         final Stated Maturity of the Debt being Refinanced, and

                  (d)      in the case of the Refinancing of Debt of the Company
         or a Subsidiary Guarantor:

                           (1)      the new Debt shall be issued by the same
                  issuer of the Debt being Refinanced or by the Company; and

                           (2)      if the Debt being Refinanced constitutes
                  Subordinated Obligations of the Company or a Subsidiary
                  Guarantor, the new Debt shall be subordinated to the Notes or
                  the relevant Subsidiary Guarantee, as applicable, at least to
                  the same extent as the Subordinated Obligations;

provided, however, that Permitted Refinancing Debt shall not include:

                  (x)      Debt of a Restricted Subsidiary (other than a
         Subsidiary Guarantor) that Refinances Debt of the Company or a
         Subsidiary Guarantor, or

                  (y)      Debt of the Company or a Restricted Subsidiary that
         Refinances Debt of an Unrestricted Subsidiary.

                  "Permitted Transferee" means (i) with respect to any Permitted
Holder who is a natural person, (A) such Person's estate, spouse, heirs,
ancestors, lineal descendants (including by adoption and stepchildren, and the
lineal descendants thereof), legatees, legal representatives

<PAGE>

                                      -28-

or trustees of a bona fide trust of which one or more of the foregoing or such
Permitted Holder is or are the controlling trustees, principal beneficiaries or
grantors thereof, whether through the ownership of voting securities, by
contract or otherwise, and (B) any entity controlled, directly or indirectly, by
any Persons referred to in the preceding clause (A) and (ii) with respect to any
Investor Stockholder, (A) any other Investor Stockholder or any of their
Permitted Transferees, (B) any director, officer or general partner, limited
partner, manager, member or Affiliate of any Investor Stockholder or any of
their Permitted Transferees, or (C) any director, officer, general partner or
limited partner of any Affiliate of any Investor Stockholder or any of their
Permitted Transferees.

                  "Person" means any individual, corporation, company (including
any limited liability company), association, partnership, joint venture, trust,
unincorporated organization, government or any agency or political subdivision
thereof or any other entity.

                  "Physical Notes" means certificated Notes in registered form
in substantially the form set forth in Exhibit A.

                  "Preferred Stock" means any Capital Stock of a Person, however
designated, which entitles the holder thereof to a preference with respect to
the payment of dividends, or as to the distribution of assets upon any voluntary
or involuntary liquidation or dissolution of such Person, over shares of any
other class of Capital Stock issued by such Person.

                  "Prepayment Offer" has the meaning set forth in Section
4.12(d).

                  "Private Placement Legend" means the legend initially set
forth on the Rule 144A Notes and Other Notes that are Restricted Notes in the
form set forth in Exhibit B.

                  "pro forma" means, with respect to any calculation made or
required to be made pursuant to the terms hereof, a calculation performed in
accordance with the terms of this Indenture and (to the extent not conflicting
with such terms) Article 11 of Regulation S-X promulgated under the Securities
Act (as in effect on the Issue Date).

                  "Pro Forma Consolidated EBITDA" means, for any Person for any
period, the Consolidated EBITDA of such Person on a pro forma basis; provided
that if, since the beginning of the relevant period,

                  1.       (x) any Person was designated as an Unrestricted
Subsidiary or redesignated as or otherwise became a Restricted Subsidiary, such
event shall be deemed to have occurred on the first day of the applicable
reference period, or (y) any Person that subsequently became a Restricted
Subsidiary or was merged with or into such Person or any Restricted Subsidiary
since the beginning of the period shall have made any Investment in any Person
or made any acquisition, disposition, merger or consolidation that would have
required adjustment pursuant to this definition, then in each case, Pro Forma
Consolidated EBITDA shall be

<PAGE>

                                      -29-

calculated giving pro forma effect thereto for such period as if such
designation, Investment, acquisition, disposition, merger or consolidation had
occurred at the beginning of the applicable reference period; and

                  2.       in the event that pro forma effect is being given to
any Repayment of Debt, Pro Forma Consolidated EBITDA for such period shall be
calculated as if such Person or such Restricted Subsidiary had not earned any
interest income actually earned during such period in respect of the funds used
to Repay such Debt.

                  "Pro Forma Consolidated Interest Expense" means, with respect
to any period, Consolidated Interest Expense adjusted (without duplication) to
give pro forma effect to any Incurrence of Debt that remains outstanding at the
end of the period or any Repayment of Debt since the beginning of the relevant
period as if such Incurrence or Repayment had occurred on the first day of such
period.

                  If any Debt bears a floating or fluctuating rate of interest
and is being given pro forma effect, the interest expense on such Debt shall be
calculated as if the base interest rate in effect for such floating or
fluctuating rate of interest on the date of determination were in effect for the
whole period (taking into account any Interest Rate Agreement applicable to such
Debt if such Interest Rate Agreement had when entered into a term of at least 12
months or, if shorter, the term of the Debt). In the event the Capital Stock of
any Restricted Subsidiary is sold during the period, the Debt of such Restricted
Subsidiary shall be deemed to have been repaid during such period to the extent
the Company and the continuing Restricted Subsidiaries are no longer liable for
such Debt after such sale.

                  "Property" means, with respect to any Person, any interest of
such Person in any kind of property or asset, whether real, personal or mixed,
or tangible or intangible, including Capital Stock in, and other securities of,
any other Person. For purposes of any calculation required pursuant to this
Indenture, the value of any Property shall be its Fair Market Value.

                  "Public Equity Offering" means an underwritten public offering
of common stock of the Company or Holding after the Issue Date, pursuant to an
effective registration statement filed under the Securities Act.

                  "Purchase Date" has the meaning set forth in Section 4.12(e).

                  "Purchase Money Debt" means Debt:

                  (a)      consisting of the deferred purchase price of
         Property, conditional sale obligations, obligations under any title
         retention agreement, other purchase money obligations and obligations
         in respect of industrial revenue bonds, in each case where the maturity
         of such Debt does not exceed the anticipated useful life of the
         Property being financed, and

<PAGE>

                                      -30-

                  (b)      Incurred to finance the acquisition, construction or
         lease by the Company or a Restricted Subsidiary of such Property,
         including additions and improvements thereto;

provided, however, that such Debt is Incurred within 180 days after the
acquisition, completion of the construction, addition or improvement or lease of
such Property by the Company or such Restricted Subsidiary.

                  "Qualified Equity Offering" means any public or private
offering for cash of Capital Stock (other than Disqualified Stock) of the
Company other than (i) public offerings of Capital Stock registered on Form S-8
or (ii) other issuances upon the exercise of options of employees of Holding or
any of its Subsidiaries.

                  "Qualified Institutional Buyer" or "QIB" shall have the
meaning specified in Rule 144A promulgated under the Securities Act.

                  "Redemption Date" when used with respect to any Note to be
redeemed pursuant to paragraph 5 of the Notes means the date fixed for such
redemption pursuant to the terms of the Notes.

                  "Refinance" means, in respect of any Debt, to refinance,
extend, renew, refund, repay, prepay, repurchase, redeem, defease or retire, or
to issue other Debt, in exchange or replacement for, such Debt. "Refinanced" and
"Refinancing" shall have correlative meanings.

                  "Registrar" has the meaning set forth in Section 2.04.

                  "Registration Rights Agreement" means the registration rights
agreement, dated the Issue Date, among Quintiles, the Subsidiary Guarantors and
the Initial Purchasers and any future registration rights agreement entered into
in connection with the issuance of the Additional Notes provided for, inter
alia, the exchange of Exchange Notes for such Additional Notes.

                  "Regulation S" means Regulation S promulgated under the
Securities Act.

                  "Regulation S Global Note" has the meaning set forth in
Section 2.16(a).

                  "Regulation S Notes" has the meaning set forth in Section
2.02.

                  "Related Business" means any business that is the same as or
related, ancillary, incidental or complementary to the business of the Company
on the Issue Date or any reasonable extension, development or expansion of the
business of the Company, including the Permitted PharmaBio Investments.

<PAGE>

                                      -31-

                  "Repay" means, in respect of any Debt, to repay, prepay,
repurchase, redeem, legally defease or otherwise retire such Debt with the
effect that the Debt is no longer an obligation of the Person who had Incurred
such Debt or any of its Restricted Subsidiaries. "Repayment" and "Repaid" shall
have correlative meanings. For purposes of Section 4.12 and the definition of
"Fixed Charge Coverage Ratio," Debt shall be considered to have been Repaid only
to the extent the related loan commitment, if any, shall have been permanently
reduced in connection therewith.

                  "Representative" means the indenture trustee or other trustee,
agent or representative in respect of any Designated Senior Debt; provided that
if, and for so long as, any Designated Senior Debt lacks such a representative,
then the Representative for such Designated Senior Debt shall at all times
constitute the holders of a majority in outstanding principal amount of such
Designated Senior Debt in respect of any Designated Senior Debt.

                  "Required Filing Dates" has the meaning set forth in Section
4.17.

                  "Required Rating Agencies" means both Moody's and S&P or their
respective successors; provided that if either Moody's or S&P (or their
respective successors) is no longer conducting business or is no longer rating
companies in the pharmaceutical and biotechnological industries generally, then
"Required Rating Agencies" means either Moody's or S&P (or their respective
successors), as applicable.

                  "Responsible Officer" shall mean, when used with respect to
the Trustee, any officer in the Corporate Trust Office of the Trustee including
any vice president, assistant vice president or any other officer of the Trustee
who customarily performs functions similar to those performed by the Persons who
at the time shall be such officers, respectively, and to whom any corporate
trust matter is referred because of such officer's knowledge of and familiarity
with the particular subject.

                  "Restricted Global Notes" has the meaning set forth in Section
2.16(a).

                  "Restricted Payment" means:

                  (a)      any dividend or distribution (whether made in cash,
         securities or other Property) declared or paid by the Company or any
         Restricted Subsidiary on or with respect to any shares of its Capital
         Stock except for (i) any dividend or distribution that is made solely
         to the Company or a Restricted Subsidiary (and, if such Restricted
         Subsidiary is not a Wholly Owned Restricted Subsidiary, to the other
         shareholders of such Restricted Subsidiary on a pro rata basis or on a
         basis that results in the receipt by the Company or a Restricted
         Subsidiary of dividends or distributions of greater value than it would
         receive on a pro rata basis) or (ii) any dividend or distribution
         payable solely in shares of Capital Stock (other than Disqualified
         Stock) of the Company or a

<PAGE>

                                      -32-

         Restricted Subsidiary or in options, warrants or other rights to
         acquire shares of Capital Stock (other than Disqualified Stock) of the
         Company;

                  (b)      the purchase, repurchase, redemption, acquisition or
         retirement for value of any Capital Stock of the Company or any
         Restricted Subsidiary (other than from the Company or a Restricted
         Subsidiary or any entity that becomes a Restricted Subsidiary as a
         result of such transactions) or securities exchangeable for or
         convertible into any such Capital Stock, including the exercise of any
         option to exchange any Capital Stock (other than for or into Capital
         Stock of the Company that is not Disqualified Stock) ; provided that,
         notwithstanding anything in this definition to the contrary, the
         purchase, repurchase, redemption, acquisition or retirement for value
         of any Disqualified Stock of the Company or any Restricted Subsidiary
         at its scheduled mandatory redemption date shall only constitute a
         Restricted Payment to the extent (and only to the extent) that the
         issuance of such Disqualified Stock increased the amount available for
         Restricted Payments pursuant to Section 4.10(a)(3)(iii);

                  (c)      the purchase, repurchase, redemption, acquisition or
         retirement for value, prior to the date for any scheduled maturity,
         sinking fund or amortization or other installment payment, of any
         Subordinated Obligation (other than the purchase, repurchase or other
         acquisition of any Subordinated Obligation purchased in anticipation of
         satisfying a scheduled maturity, sinking fund or amortization or other
         installment obligation, in each case due within one year of the date of
         acquisition);

                  (d)      any Investment (other than Permitted Investments and
         Guarantees by Restricted Subsidiaries of Debt Incurred pursuant to
         Section 4.09) in any Person; or

                  (e)      the issuance, sale or other disposition of Capital
         Stock of any Restricted Subsidiary to a Person (other than the Company
         or another Restricted Subsidiary) if the result thereof is that such
         Restricted Subsidiary shall cease to be a Subsidiary of the Company, in
         which event the amount of such "Restricted Payment" shall be the Fair
         Market Value of the remaining interest, if any, in such former
         Restricted Subsidiary held by the Company or the Restricted
         Subsidiaries to the extent not a Permitted Investment under clause (g)
         of the definition of "Permitted Investment."

                  "Restricted Note" has the same meaning as "Restricted
Security" set forth in Rule 144(a)(3) promulgated under the Securities Act;
provided that the Trustee shall be entitled to request and conclusively rely
upon an Opinion of Counsel with respect to whether any Note is a Restricted
Note.

                  "Restricted Subsidiary" means each Subsidiary of the Company
as of the Issue Date and thereafter unless such Subsidiary is designated an
Unrestricted Subsidiary in accordance with the provisions of this Indenture.

<PAGE>

                                      -33-

                  "Rule 144" means Rule 144 promulgated under the Securities
Act.

                  "Rule 144A" means Rule 144A promulgated under the Securities
Act.

                  "Rule 144A Notes" has the meaning set forth in Section 2.02.

                  "S&P" means Standard & Poor's Rating Services, a division of
the McGraw-Hill Companies, Inc., or any successor rating agency.

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

                  "Senior Debt" means the principal of, premium, if any, and
interest (including any interest accruing subsequent to the filing of a petition
of bankruptcy at the rate provided for in the documentation with respect
thereto, whether or not such interest is an allowed claim under applicable law)
on any Debt of the Company or a Subsidiary Guarantor, as the case may be,
whether outstanding on the Issue Date or thereafter created, Incurred or assumed
and any amendments, renewals, modifications, extensions, refinancings and
refundings of such Debt, unless, in the case of any particular Debt, the
instrument creating or evidencing the same or pursuant to which the same is
outstanding expressly provides that such Debt shall be subordinated in right of
payment to any other Debt of such Person. Without limiting the generality of the
foregoing, "Senior Debt" shall also include the principal of, premium, if any,
interest (including any interest accruing subsequent to the filing of a petition
of bankruptcy at the rate provided for in the documentation with respect
thereto, whether or not such interest is an allowed claim under applicable law)
on and all other amounts owing in respect of:

                  (1)      all monetary obligations (including Guarantees
         thereof) of every nature of the Company or a Subsidiary Guarantor under
         the Credit Facility, including, without limitation, obligations
         (including Guarantees) to pay principal, premium (if any), any
         interest, reimbursement obligations under letters of credit, fees,
         expenses and indemnities;

                  (2)      all obligations under Interest Rate Agreements
         (including Guarantees thereof);

                  (3)      all obligations under Currency Exchange Protection
         Agreements (including Guarantees thereof); and

                  (4)      all obligations under Commodity Price Protection
         Agreements (including Guarantees thereof) in each case whether
         outstanding on the Issue Date or thereafter Incurred.

<PAGE>

                                      -34-

Notwithstanding the foregoing, "Senior Debt" shall not include:

                  (1)      any Debt of the Company to a Subsidiary of the
         Company or any Debt of a Subsidiary Guarantor to the Company or another
         Subsidiary of the Company;

                  (2)      any Debt to, or guaranteed on behalf of, any
         director, officer or employee, in such capacities of the Company or any
         Subsidiary of the Company (including, without limitation, amounts owed
         for compensation);

                  (3)      Debt to trade creditors and other amounts Incurred
         (but not under the Credit Facility) in connection with obtaining goods,
         materials or services including, without limitation, accounts payable;

                  (4)      obligations in respect of any Capital Stock,
         including Disqualified Stock;

                  (5)      any liability for federal, state, local or other
         taxes owed or owing by the Company or any Subsidiary Guarantor;

                  (6)      that portion of any Debt Incurred in violation of
         this Indenture;

                  (7)      Debt that, when Incurred and without respect to any
         election under Section 1111(b) of Title 11, United States Code, is
         without recourse to the issuer of such Debt; and

                  (8)      any Debt that is, by its express terms, subordinated
         in right of payment to any other Debt of the Company or a Subsidiary
         Guarantor.

                  "Senior Subordinated Debt" means (i) with respect to the
Company, the Notes and any other Debt of the Company that specifically provides
that such Debt is to have the same rank as the Notes in right of payment and is
not subordinated by its terms in right of payment to any Debt or other
obligation of the Company which is not Senior Debt and (ii) with respect to any
Subsidiary Guarantor, the Subsidiary Guarantees and any other Debt of such
Subsidiary Guarantors that specifically provides that such Debt is to have the
same rank as Subsidiary Guarantees of the Notes in right of payment and is not
subordinated by its terms in right or payment to any Debt or other obligation of
such Subsidiary Guarantor which is not Senior Debt.

                  "Significant Subsidiary" means any Subsidiary that would be a
"significant subsidiary" of the Company within the meaning of Rule 1-02 under
Regulation S-X promulgated by the Commission.

                  "Stated Maturity" means (a) with respect to any debt security,
the date specified in such security as the fixed date on which the payment of
principal of such security is due and payable, including pursuant to any
mandatory redemption provision (but excluding any provision

<PAGE>

                                      -35-

providing for the repurchase of such security at the option of the holder
thereof upon the happening of any contingency beyond the control of the issuer
unless such contingency has occurred) and (b) with respect to any scheduled
installment of principal of or interest on any debt security, the date specified
in such debt security as the fixed date on which such installment is due and
payable.

                  "Subordinated Obligation" means any Debt of the Company or any
Subsidiary Guarantor (whether outstanding on the Issue Date or thereafter
Incurred) that is subordinate or junior in right of payment to the Notes or such
entity's Subsidiary Guarantee pursuant to a written agreement to that effect.

                  "Subscription Agreements" means the OEP Subscription
Agreement, the TPG Subscription Agreement, the Temasek Subscription Agreement
and similar agreements with other Persons making cash equity investments, as
contemplated by the Transactions.

                  "Subsidiary" means, in respect of any Person, any corporation,
company (including any limited liability company), association, partnership,
joint venture or other business entity of which a majority of the total voting
power of the Voting Stock is at the time owned or controlled, directly or
indirectly, by:

                  (a)      such Person,

                  (b)      such Person and one or more Subsidiaries of such
         Person, or

                  (c)      one or more Subsidiaries of such Person.

For the avoidance of doubt, Quintiles Treasury EEIG, a European Economic
Interest Group organized under the auspices of the European Union, shall
constitute a Subsidiary on the Issue Date. Notwithstanding the foregoing,
Verispan shall not constitute a Subsidiary on the Issue Date.

                  "Subsidiary Guarantee" means a Guarantee on the terms set
forth in Article Ten of this Indenture by a Subsidiary Guarantor of the
Company's obligations with respect to the Notes.

                  "Subsidiary Guarantor" means (i) all the Restricted
Subsidiaries of the Company organized under the laws of any State of the United
States or any province or territory thereof, (ii) each other Restricted
Subsidiary of the Company that is a guarantor of the obligations of the Company
or a domestic Restricted Subsidiary under the Credit Agreement and (iii) each
Restricted Subsidiary that executes a Subsidiary Guarantee in accordance with
Section 4.18 hereof, in each case until such time as such Subsidiary Guarantor
shall be released in accordance with Section 10.03.

<PAGE>

                                      -36-

                  "Surviving Person" has the meaning set forth in Section
5.01(a)(1).

                  "Temasek" means Temasek Life Science Investments Private
Limited, a Singapore corporation.

                  "Temasek Subscription Agreement" means the subscription
agreement dated as of August 28, 2003 between Temasek and Holding.

                  "Temporary Cash Investments" means:

                  (a)      any Government Obligation, maturing not more than one
         year after the date of acquisition, issued by the United States or any
         member state of the European Union or any instrumentality or agency
         thereof, and constituting a general obligation of the United States or
         any member state of the European Union;

                  (b)      any certificate of deposit, maturing not more than
         one year after the date of acquisition, issued by, or time deposit of,
         a commercial banking institution that is a member of the U.S. Federal
         Reserve System and that has combined capital and surplus and undivided
         profits of not less than $500 million, whose debt has a rating, at the
         time as of which any investment therein is made, of "P-1" (or higher)
         according to Moody's or "A-1" (or higher) according to S&P (or, in the
         case of non-U.S. Subsidiaries of the Company, any local office of any
         commercial bank organized under the laws of the relevant jurisdiction
         or any political subdivision thereof which has a combined capital
         surplus and undivided profits in excess of $500 million (or the foreign
         currency equivalent thereof));

                  (c)      commercial paper, maturing not more than one year
         after the date of acquisition, issued by a corporation (other than an
         Affiliate of the Company) organized and existing under the laws of the
         United States, any state thereof or the District of Columbia with a
         rating, at the time as of which any investment therein is made, of
         "P-1" (or higher) according to Moody's or "A-1" (or higher) according
         to S&P;

                  (d)      any money market deposit accounts issued or offered
         by a commercial bank organized in the United States having capital and
         surplus and undivided profits in excess of $500 million; provided that
         the short-term debt of such commercial bank has a rating, at the time
         of Investment, of "P-1" (or higher) according to Moody's or "A-1" (or
         higher) according to S&P;

                  (e)      repurchase obligations and reverse repurchase
         obligations with a term of not more than 90 days for underlying
         securities of the types described in clause (a) or (b) entered into
         with a bank meeting the qualifications described in clause (b) above;

<PAGE>

                                      -37-

                  (f)      investments in securities with maturities of one year
         or less from the date of acquisition issued or fully guaranteed by any
         state, commonwealth or territory of the United States, or by any
         political subdivision or taxing authority thereof, and rated at least
         "A-1" by S&P or "P-1" by Moody's;

                  (g)      interests in funds investing substantially all their
         assets in securities of the types described in clauses (a) through (f);
         and

                  (h)      interests in mutual funds with a rating of AAA- or
         higher that invest all of their assets in short-term securities,
         instruments and obligations which carry a minimum rating of "A-2" by
         S&P or "P-2" by Moody's and which are managed by a bank meeting the
         qualifications in clause (b) above.

                  "TIA" means the Trust Indenture Act of 1939 (15 U.S. Code
Sections 77aaa-77bbbb) as in effect on the date of this Indenture (except as
provided in Section 8.03).

                  "Total Leverage Ratio" means, for any four fiscal quarter
period, the ratio of (a) Debt, other than (i) Guarantees by such Person of Debt
or other monetary or financial obligations of others, (ii) all payments that
such Person would have to make in the event of an early termination, on the date
Debt of such Person is being determined, in respect of outstanding interest rate
protection agreements, foreign currency exchange agreements or other interest or
exchange rate hedging arrangements, and (iii) all obligations, contingent or
otherwise, of such Person in respect of bankers' acceptances, surety bonds and
performance bonds, whether or not matured, of the Company and its Subsidiaries
net of cash as of such date, to (b) Consolidated EBITDA for such period. For
periods ending prior to the one year anniversary of the Merger Date,
Consolidated EBITDA shall be determined on a pro forma basis to give effect to
the Merger as if it had occurred on the first day of such period.

                  "TPG" means TPG Quintiles Holdco LLC, a limited liability
company organized under the laws of Delaware.

                  "TPG Subscription Agreement" means the subscription agreement
dated as of August 28, 2003 between TPG and Holding.

                  "Transactions" means, collectively, the consummation of the
Merger, including the equity investments in Holding by GF Management, LLC, OEP,
TPG and Temasek and their respective Affiliates, the closing of the Credit
Agreement and the consummation of the offering of the Notes.

                  "Trustee" means the party named as such in this Indenture
until a successor replaces it pursuant to this Indenture and thereafter means
the successor.

<PAGE>

                                      -38-

                  "Unrestricted Subsidiary" means:

                  (a)      any Subsidiary of the Company that at the time of
         determination is designated as an Unrestricted Subsidiary as permitted
         or required pursuant to Section 4.15 and is not thereafter redesignated
         as a Restricted Subsidiary as permitted pursuant thereto; and

                  (b)      any Subsidiary of an Unrestricted Subsidiary.

                  "Voting Stock" of any Person means all classes of Capital
Stock or other interests (including partnership interests) of such Person then
outstanding and normally entitled (without regard to the occurrence of any
contingency) to vote in the election of directors, managers or trustees thereof.

                  "Wholly Owned Restricted Subsidiary" means, at any time, a
Restricted Subsidiary all the Voting Stock of which (except directors'
qualifying shares and shares required by applicable law to be held by a Person
other than the Company) is at such time owned, directly or indirectly, by the
Company and its other Wholly Owned Subsidiaries.

                  "Verispan" means Verispan L.L.C., a limited liability company
organized under the laws of Delaware.

SECTION 1.02. Incorporation by Reference of Trust Indenture Act.

                  Whenever this Indenture refers to a provision of the TIA, the
portion of such provision required to be incorporated herein in order for this
Indenture to be qualified under the TIA is incorporated by reference in and made
a part of this Indenture. The following TIA terms used in this Indenture have
the following meanings:

                  "indenture securities" means the Notes.

                  "indenture securityholder" means a Holder or Noteholder.

                  "indenture to be qualified" means this Indenture.

                  "obligor on this indenture securities" means the Company, the
         Subsidiary Guarantors or any other obligor on the Notes.

                  All other terms used in this Indenture that are defined by the
TIA, defined in the TIA by reference to another statute or defined by Commission
rule have the meanings therein assigned to them.
<PAGE>

                                       -39-

SECTION 1.03.     Rules of Construction.

                  Unless the context otherwise requires:

                  (1)      a term has the meaning assigned to it herein, whether
         defined expressly or by reference;

                  (2)      "or" is not exclusive;

                  (3)      words in the singular include the plural, and in the
         plural include the singular;

                  (4)      words used herein implying any gender shall apply to
         both genders;

                  (5)      "herein," "hereof" and other words of similar import
         refer to this Indenture as a whole and not to any particular Article,
         Section or other subsection;

                  (6)      unless otherwise specified herein, all accounting
         terms used herein shall be interpreted, all accounting determinations
         hereunder shall be made, and all financial statements required to be
         delivered hereunder shall be prepared in accordance with GAAP as in
         effect on the Issue Date;

                  (7)      "$," "U.S. Dollars" and "United States Dollars" each
         refer to United States dollars, or such other money of the United
         States that at the time of payment is legal tender for payment of
         public and private debts; and

                  (8)      whenever in this Indenture there is mentioned, in any
         context, principal, interest or any other amount payable under or with
         respect to any Note, such mention shall be deemed to include mention of
         the payment of Additional Interest to the extent that, in such context,
         Additional Interest, was or would be payable in respect thereof.

                                   ARTICLE TWO

                                 THE SECURITIES

SECTION 2.01.     Amount of Notes.

                  The Trustee shall initially authenticate the Notes for
original issue on the Issue Date in an aggregate principal amount of $450
million upon a written order of the Company in the form of an Officers'
Certificate of the Company (other than as provided in Section 2.08). The Trustee
shall authenticate additional Notes ("Additional Notes") thereafter in unlimited
aggregate principal amount (so long as permitted by the terms of this Indenture,
including, without limitation, Section 4.09) for original issue upon a written
order of the Company in the form of an Officers' Certificate in aggregate
principal amount as specified in such order (other

<PAGE>

                                      -40-

than as provided in Section 2.08). Each such written order shall specify the
amount of Notes to be authenticated and the date on which the Notes are to be
authenticated.

SECTION 2.02.     Form and Dating.

                  The Notes and the Trustee's certificate of authentication with
respect thereto shall be substantially in the form set forth in Exhibit A, which
is incorporated in and forms a part of this Indenture. The Notes may have
notations, legends or endorsements required by law, rule or usage to which the
Company is subject. Without limiting the generality of the foregoing, Notes
offered and sold to Qualified Institutional Buyers in reliance on Rule 144A
("Rule 144A Notes") shall bear the legend and include the form of assignment set
forth in Exhibit B, Notes offered and sold in offshore transactions in reliance
on Regulation S ("Regulation S Notes") shall bear the legend and include the
form of assignment set forth in Exhibit C. Each Note shall be dated the date of
its authentication.

                  The terms and provisions contained in the Notes shall
constitute, and are expressly made, a part of this Indenture and, to the extent
applicable, the Company and the Trustee, by their execution and delivery of this
Indenture, expressly agree to such terms and provisions and agree to be bound
thereby.

                  The Notes may be presented for registration of transfer and
exchange at the offices of the Registrar.

SECTION 2.03.     Execution and Authentication.

                  The Notes shall be executed on behalf of the Company by its
Chairman of the Board, Chief Executive Officer, Chief Financial Officer,
President or any Vice President. The signature of any of these officers on the
Notes may be manual or facsimile.

                  If an Officer whose signature is on a Note was an Officer at
the time of such execution but no longer holds that office at the time the
Trustee authenticates the Note, the Note shall be valid nevertheless.

                  No Note shall be entitled to any benefit under this Indenture
or be valid or obligatory for any purpose unless there appears on such Note a
certificate of authentication substantially in the form provided for herein
executed by the Trustee by manual signature, and such certificate upon any Note
shall be conclusive evidence, and the only evidence, that such Note has been
duly authenticated and delivered hereunder. Notwithstanding the foregoing, if
any Note shall have been authenticated and delivered hereunder but never issued
and sold by the Company, and the Company shall deliver such Note to the Trustee
for cancellation as provided in Section 2.12, for all purposes of this Indenture
such Note shall be deemed never to have been authenticated and delivered
hereunder and shall never be entitled to the benefits of this Indenture.

<PAGE>

                                      -41-

                  The Notes shall be issuable only in fully registered form
without coupons in denominations of $1,000 and integral multiples of $1,000.

SECTION 2.04.     Registrar and Paying Agent.

                  The Company shall maintain an office or agency where Notes may
be presented for registration of transfer or for exchange (the "Registrar"), and
an office or agency where Notes may be presented for payment (the "Paying
Agent") and an office or agency where notices and demands to or upon the
Company, if any, in respect of the Notes and this Indenture may be served. The
Registrar shall keep a register of the Notes and of their transfer and exchange.
The Company may have one or more additional Paying Agents. The term "Paying
Agent" includes any additional Paying Agent.

                  The Company shall enter into an appropriate agency agreement,
which shall incorporate the provisions of the TIA, with any Agent that is not a
party to this Indenture. The agreement shall implement the provisions of this
Indenture that relate to such Agent. The Company shall notify the Trustee of the
name and address of any such Agent. If the Company fails to maintain a Registrar
or Paying Agent, or fails to give the foregoing notice, the Trustee shall act as
such and shall be entitled to appropriate compensation in accordance with
Section 7.07.

                  The Company initially appoints the Trustee as Registrar,
Paying Agent and Agent for service of notices and demands in connection with the
Notes and this Indenture and the Company may change the Paying Agent without
prior notice to the Holders. The Company or any of its Subsidiaries may act as
Paying Agent.

SECTION 2.05.     Paying Agent To Hold Money in Trust.

                  Each Paying Agent shall hold in trust for the benefit of the
Holders or the Trustee all money held by the Paying Agent for the payment of
principal of or premium or interest on the Notes (whether such money has been
paid to it by the Company or any other obligor on the Notes or the Subsidiary
Guarantors), and the Company and the Paying Agent shall notify the Trustee of
any default by the Company (or any other obligor on the Notes) in making any
such payment. Money held in trust by the Paying Agent need not be segregated
except as required by law and in no event shall the Paying Agent be liable for
any interest on any money received by it hereunder; provided that if the Company
or an Affiliate thereof 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 the Paying Agent to pay all money held by it to the Trustee and
account for any funds disbursed and the Trustee may at any time during the
continuance of any Event of Default specified in Section 6.01(1) or (2), upon
written request to the Paying Agent, require such Paying Agent to pay forthwith
all money so held by it to the Trustee and to account for any funds disbursed.
Upon making such payment, the Paying Agent shall have no further liability for
the money delivered to the Trustee.

<PAGE>

                                      -42-

SECTION 2.06.     Holder Lists.

                  The Trustee shall preserve in as current a form as is
reasonably practicable the most recent list available to it of the names and
addresses of the Holders. If the Trustee is not the Registrar, the Company shall
furnish to the Trustee at least five Business Days before each Interest Payment
Date, and at such other times as the Trustee may request in writing, a list in
such form and as of such date as the Trustee may reasonably require of the names
and addresses of the Holders, provided that, as long as the Trustee is the
Registrar, no such list need be furnished.

SECTION 2.07.     Transfer and Exchange.

                  Subject to Sections 2.16 and 2.17, when Notes are presented to
the Registrar with a request from the Holder of such Notes to register a
transfer or to exchange them for an equal principal amount of Notes of other
authorized denominations, the Registrar shall register the transfer as
requested. Every Note presented or surrendered for registration of transfer or
exchange shall be duly endorsed or be accompanied by a written instrument of
transfer in form satisfactory to the Company and the Registrar, duly executed by
the Holder thereof or his attorneys duly authorized in writing. To permit
registrations of transfers and exchanges, the Company shall issue and execute
and the Trustee shall authenticate new Notes (and the Subsidiary Guarantors
shall execute the Subsidiary Guarantee thereon) evidencing such transfer or
exchange at the Registrar's request. No service charge shall be made to the
Holder for any registration of transfer or exchange. The Company may require
from the Holder payment of a sum sufficient to cover any transfer taxes or other
governmental charge that may be imposed in relation to a transfer or exchange,
but this provision shall not apply to any exchange pursuant to Section 2.11,
3.06, 4.08, 4.12 or 8.05 (in which events the Company shall be responsible for
the payment of such taxes). The Registrar shall not be required to exchange or
register a transfer of any Note for a period of 15 days immediately preceding
the redemption of Notes, except the unredeemed portion of any Note being
redeemed in part.

                  Any Holder of the Global Note shall, by acceptance of such
Global Note, agree that transfers of the beneficial interests in such Global
Note may be effected only through a book entry system maintained by the Holder
of such Global Note (or its agent), and that ownership of a beneficial interest
in the Global Note shall be required to be reflected in a book entry.

                  Except as expressly provided herein, neither the Trustee nor
the Registrar shall have any duty to monitor the Company's compliance with or
have any responsibility with respect to the Company's compliance with any
Federal or state securities laws.

SECTION 2.08.     Replacement Notes.

                  If a mutilated Note is surrendered to the Registrar or the
Trustee, or if the Holder of a Note claims that the Note has been lost,
destroyed or wrongfully taken, the Company shall

<PAGE>

                                      -43-

issue and the Trustee shall authenticate a replacement Note (and the Subsidiary
Guarantors shall execute the Subsidiary Guarantee thereon) if the Holder of such
Note furnishes to the Company and the Trustee evidence reasonably acceptable to
them of the ownership and the destruction, loss or theft of such Note and if the
requirements of Section 8-405 of the New York Uniform Commercial Code as in
effect on the date of this Indenture are met. If required by the Trustee or the
Company, an indemnity bond shall be posted, sufficient in the judgment of all to
protect the Company, the Subsidiary Guarantors, the Trustee or any Paying Agent
from any loss that any of them may suffer if such Note is replaced. The Company
may charge such Holder for the Company's reasonable out-of-pocket expenses in
replacing such Note and the Trustee may charge the Company for the Trustee's
expenses (including, without limitation, attorneys' fees and disbursements) in
replacing such Note. Every replacement Note shall constitute a contractual
obligation of the Company.

SECTION 2.09.     Outstanding Notes.

                  The Notes outstanding at any time are all Notes that have been
authenticated by the Trustee except for (a) those canceled by it, (b) those
delivered to it for cancellation, (c) to the extent set forth in Sections 9.01
and 9.02, on or after the date on which the conditions set forth in Section 9.01
or 9.02 have been satisfied, those Notes theretofore authenticated and delivered
by the Trustee hereunder and (d) those described in this Section 2.09 as not
outstanding. Subject to Section 2.10, a Note does not cease to be outstanding
because the Company or one of its Affiliates holds the Note.

                  If a Note is replaced pursuant to Section 2.08, it ceases to
be outstanding unless the Trustee receives proof satisfactory to it that the
replaced Note is held by a bona fide purchaser in whose hands such Note is a
legal, valid and binding obligation of the Company.

                  If the Paying Agent holds, in its capacity as such, on any
Maturity Date, money sufficient to pay all accrued interest and principal with
respect to the Notes payable on that date and is not prohibited from paying such
money to the Holders thereof pursuant to the terms of this Indenture, then on
and after that date such Notes cease to be outstanding and interest on them
ceases to accrue.

SECTION 2.10.     Treasury Notes.

                  In determining whether the Holders of the required principal
amount of Notes have concurred in any declaration of acceleration or notice of
default or direction, waiver or consent or any amendment, modification or other
change to this Indenture, Notes owned by the Company or any other Affiliate of
the Company shall be disregarded as though they were not outstanding, except
that for the purposes of determining whether the Trustee shall be protected in
relying on any such direction, waiver or consent or any amendment, modification
or other change to this Indenture, only Notes as to which a Responsible Officer
of the Trustee has actually received an Officers' Certificate stating that such
Notes are so owned shall be so

<PAGE>

                                      -44-

disregarded. Notes so owned which have been pledged in good faith shall not be
disregarded if the pledgee established to the satisfaction of the Trustee the
pledgee's right so to act with respect to the Notes and that the pledgee is not
the Company, a Subsidiary Guarantor, any other obligor on the Notes or any of
their respective Affiliates.

SECTION 2.11.     Temporary Notes.

                  Until definitive Notes are prepared and ready for delivery,
the Company may prepare and the Trustee shall authenticate temporary Notes.
Temporary Notes shall be substantially in the form of definitive Notes but may
have variations that the Company considers appropriate for temporary Notes.
Without unreasonable delay, the Company shall prepare and the Trustee shall
authenticate definitive Notes in exchange for temporary Notes. Until such
exchange, temporary Notes shall be entitled to the same rights, benefits and
privileges as definitive Notes.

SECTION 2.12.     Cancellation.

                  The Company at any time may deliver Notes to the Trustee for
cancellation. The Registrar and the Paying Agent shall forward to the Trustee
any Notes surrendered to them for registration of transfer, exchange or payment.
The Trustee shall cancel all Notes surrendered for registration of transfer,
exchange, payment, replacement or cancellation and shall deliver such canceled
Notes to the Company. The Company may not reissue or resell, or issue new Notes
to replace, Notes that the Company has redeemed or paid, or that have been
delivered to the Trustee for cancellation.

SECTION 2.13.     Defaulted Interest.

                  If the Company defaults on a payment of interest on the Notes,
it shall pay the defaulted interest, plus (to the extent permitted by law) any
interest payable on the defaulted interest, in accordance with the terms hereof,
to the Persons who are Holders on a subsequent special record date, which date
shall be at least five Business Days prior to the payment date. The Company
shall fix such special record date and payment date in a manner satisfactory to
the Trustee. At least 10 days before such special record date, the Company shall
mail to each Holder a notice that states the special record date, the payment
date and the amount of defaulted interest, and interest payable on defaulted
interest, if any, to be paid. The Company may make payment of any defaulted
interest in any other lawful manner not inconsistent with the requirements (if
applicable) of any securities exchange on which the Notes may be listed and,
upon such notice as may be required by such exchange, if, after written notice
given by the Company to the Trustee of the proposed payment pursuant to this
sentence, such manner of payment shall be deemed practicable by the Trustee.

<PAGE>

                                      -45-

SECTION 2.14.     CUSIP Number.

                  The Company in issuing the Notes may use a "CUSIP" number, and
if so, such CUSIP number shall be included in notices of redemption or exchange
as a convenience to Holders; provided that any such notice may state that no
representation is made as to the correctness or accuracy of the CUSIP number
printed in the notice or on the Notes, and that reliance may be placed only on
the other identification numbers printed on the Notes. The Company shall
promptly notify the Trustee of any such CUSIP number used by the Company in
connection with the issuance of the Notes and of any change in the CUSIP number.

SECTION 2.15.     Deposit of Moneys.

                  Prior to 10:00 a.m., New York City time, on each Interest
Payment Date and Maturity Date, the Company shall have deposited with the Paying
Agent in immediately available funds money sufficient to make cash payments, if
any, due on such Interest Payment Date or Maturity Date, as the case may be, in
a timely manner which permits the Trustee to remit payment to the Holders on
such Interest Payment Date or Maturity Date, as the case may be. The principal
and interest on Global Notes shall be payable to the Depository or its nominee,
as the case may be, as the sole registered owner and the sole Holder of the
Global Notes represented thereby. The principal and interest on Physical Notes
shall be payable, either in person or by mail, at the office of the Paying
Agent.

SECTION 2.16.     Book-Entry Provisions for Global Notes.

                  (a) Rule 144A Notes shall be represented by one or more Notes
in registered, global form without interest coupons (collectively, the
"Restricted Global Notes"). Regulation S Notes initially shall be represented by
one or more Notes in registered, global form without interest coupons
(collectively, the "Regulation S Global Note," and, together with the Restricted
Global Note and any other global notes representing Notes, the "Global Notes").
The Global Notes shall bear legends as set forth in Exhibit D. The Global Notes
initially shall (i) be registered in the name of the Depository or the nominee
of such Depository, in each case for credit to an account of DTC or an Agent
Member, (ii) be delivered to the Trustee as custodian for such Depository and
(iii) bear legends as set forth in Exhibit B with respect to Restricted Global
Notes and Exhibit C with respect to Regulation S Global Notes.

                  Members of, or direct or indirect participants in, the
Depository ("Agent Members") shall have no rights under this Indenture with
respect to any Global Note held on their behalf by the Depository, or the
Trustee as its custodian, or under the Global Notes, and the Depository may be
treated by the Company, the Trustee and any agent of the Company or the Trustee
as the absolute owner of the Global Note for all purposes whatsoever.
Notwithstanding the foregoing, nothing herein shall prevent the Company, the
Trustee or any agent of the Company or the Trustee from giving effect to any
written certification, proxy or other authorization (which may be in electronic
form) furnished by the Depository or impair, as

<PAGE>

                                      -46-

between the Depository and its Agent Members, the operation of customary
practices governing the exercise of the rights of a Holder of any Note.

                  (b)      Transfers of Global Notes shall be limited to
transfer in whole, but not in part, to the Depository, its successors or their
respective nominees. Interests of beneficial owners in the Global Notes may be
transferred or exchanged for Physical Notes in accordance with the rules and
procedures of the Depository and the provisions of Section 2.17. In addition, a
Global Note shall be exchangeable for Physical Notes if (i) the Depository (x)
notifies the Company that it is unwilling or unable to continue as depository
for such Global Note or (y) has ceased to be a clearing agency registered under
the Exchange Act and with respect to (x) or (y) the Company thereupon fails to
appoint a successor depository within 90 days of such notice or cessation, (ii)
the Company, at its option, notifies the Trustee in writing that it elects to
cause the issuance of such Physical Notes in exchange for any or all of the
Notes represented by the Global Notes or (iii) there shall have occurred and be
continuing an Event of Default with respect to the Notes. In all cases, Physical
Notes delivered in exchange for any Global Note or beneficial interests therein
shall be registered in the names, and issued in any approved denominations,
requested by or on behalf of the Depository (in accordance with its customary
procedures).

                  (c)      In connection with any transfer or exchange of a
portion of the beneficial interest in any Global Note to beneficial owners
pursuant to paragraph (b), the Registrar shall (if one or more Physical Notes
are to be issued) reflect on its books and records the date and a decrease in
the principal amount of the Global Note in an amount equal to the principal
amount of the beneficial interest in the Global Note to be transferred, and the
Company shall execute, and the Trustee shall upon receipt of a written order
from the Company authenticate and make available for delivery, one or more
Physical Notes of like tenor and amount.

                  (d)      In connection with the transfer of Global Notes as an
entirety to beneficial owners pursuant to paragraph (b), the Global Notes shall
be deemed to be surrendered to the Trustee for cancellation, and the Company
shall execute, and the Trustee shall authenticate and deliver, to each
beneficial owner identified by the Depository in writing in exchange for its
beneficial interest in the Global Notes, an equal aggregate principal amount of
Physical Notes of authorized denominations.

                  (e)      Any Physical Note constituting a Restricted Note
delivered in exchange for an interest in a Global Note pursuant to paragraph
(b), (c) or (d) shall, except as otherwise provided by paragraphs (a) and (c) of
Section 2.17, bear the Private Placement Legend or, in the case of the
Regulation S Global Note, the legend set forth in Exhibit C, in each case,
unless the Company determine otherwise in compliance with applicable law.

                  (f)      Any beneficial interest in one of the Global Notes
that is transferred to a Person who takes delivery in the form of an interest in
another Global Note shall, upon transfer, cease to be an interest in such Global
Note and become an interest in such other Global Note and, accordingly, shall
thereafter be subject to all transfer restrictions and other procedures

<PAGE>

                                      -47-

applicable to beneficial interests in such other Global Note for as long as it
remains such an interest.

                  (g)      The Holder of any Global Note may grant proxies and
otherwise authorize any Person, including Agent Members and Persons that may
hold interests through Agent Members, to take any action which a Holder is
entitled to take under this Indenture or the Notes.

SECTION 2.17.     Special Transfer Provisions.

                  (a)      Transfers to QIBs. The following provisions shall
apply with respect to the registration or any proposed registration of transfer
of a Note constituting a Restricted Note to a QIB (excluding transfers to
Non-U.S. Persons):

                  (i)      the Registrar shall register the transfer if such
         transfer is being made by a proposed transferor who has checked the box
         provided for on such Holder's Note stating, or to a transferee who has
         advised the Company and the Registrar in writing, that it is purchasing
         the Note for its own account or an account with respect to which it
         exercises sole investment discretion and that it and any such account
         is a QIB within the meaning of Rule 144A, and is aware that the sale to
         it is being made in reliance on Rule 144A and acknowledges that it has
         received such information regarding the Company as it has requested
         pursuant to Rule 144A or has determined not to request such information
         and that it is aware that the transferor is relying upon its foregoing
         representations in order to claim the exemption from registration
         provided by Rule 144A; and

                  (ii)     if the proposed transferee is an Agent Member, and
         the Notes to be transferred consist of Physical Notes which after
         transfer are to be evidenced by an interest in the Global Note, upon
         receipt by the Registrar of instructions given in accordance with the
         Depository's and the Registrar's procedures, the Registrar shall
         reflect on its books and records the date and an increase in the
         principal amount of the Global Note in an amount equal to the principal
         amount of the Physical Notes to be transferred, and the Trustee shall
         cancel the Physical Notes so transferred.

                  (b)      Transfers to Non-QIB Institutional Accredited
Investors and Non-U.S. Persons. The following provisions shall apply with
respect to the registration of any proposed transfer of a Note constituting a
Restricted Note to any Institutional Accredited Investor which is not a QIB or
to any Non-U.S. Person:

                  (i)      the Registrar shall register the transfer of any Note
         constituting a Restricted Note whether or not such Note bears the
         Private Placement Legend, if (x) the requested transfer is after the
         second anniversary of the Issue Date (provided, however, that neither
         the Company nor any Affiliate of the Company has held any beneficial
         interest in such Note, or portion thereof, at any time on or prior to
         the second anniversary of the Issue Date) or (y)(1) in the case of a
         transfer to an Institutional Accredited Investor

<PAGE>

                                      -48-

         which is not a QIB (excluding Non-U.S. Persons), the proposed
         transferee has delivered to the Registrar a certificate substantially
         in the form of Exhibit G hereto and any legal opinions and
         certifications required thereby and the proposed transferor has
         delivered to the Company a legal opinion in form satisfactory to the
         Company as set forth in the Private Placement Legend or (2) in the case
         of a transfer to a Non-U.S. Person, the proposed transferor has
         delivered to the Registrar a certificate substantially in the form of
         Exhibit E hereto;

                  (ii)     if the proposed transferor is a Participant holding a
         beneficial interest in the Global Note, upon receipt by the Registrar
         of (x) the certificate, if any, required by Section 2.17(b)(i) and (y)
         written instructions given in accordance with the Depositary's and the
         Registrar's procedures; whereupon (a) the Registrar shall reflect on
         its books and records the date and (if the transfer does not involve a
         transfer of outstanding Physical Notes) a decrease in the principal
         amount of such Global Note in an amount equal to the principal amount
         of the beneficial interest in the Global Note to be transferred and (b)
         the Company shall execute and the Trustee shall authenticate and
         deliver, one or more Physical Notes of like tenor and amount; and

                  (iii)    in the case of a transfer to a Non-U.S. Person, if
         the proposed transferee is a Participant, and the Notes to be
         transferred consist of Physical Notes which after transfer are to be
         evidenced by an interest in a Regulation S Global Note, upon receipt by
         the Registrar of written instructions given in accordance with the
         Depositary's and the Registrar's procedures, the Registrar shall
         reflect on its books and records the date and an increase in the
         principal amount of such Regulation S Global Note in an amount equal to
         the principal amount of Physical Notes to be transferred, and the
         Trustee shall cancel the Physical Notes so transferred.

                  (c)      Private Placement Legend. Upon the registration of
transfer, exchange or replacement of Notes not bearing the Private Placement
Legend, the Registrar shall deliver Notes that do not bear the Private Placement
Legend. Upon the registration of transfer, exchange or replacement of Notes
bearing the Private Placement Legend, the Registrar shall deliver only Notes
that bear the Private Placement Legend unless (i) there is delivered to the
Registrar an Opinion of Counsel reasonably satisfactory to the Company and the
Trustee to the effect that neither such legend nor the related restrictions on
transfer are required in order to maintain compliance with the provisions of the
Securities Act or (ii) such Note has been sold pursuant to an effective
registration statement under the Securities Act and the Registrar has received
an Officers' Certificate from the Company to such effect or (iii) the requested
transfer is after the second anniversary of the Issue Date (provided, however,
that neither the Company nor an Affiliate of the Company has held any beneficial
interest in such Note or portion thereof at any time since the Issue Date).

<PAGE>

                                      -49-

                  (d)      General. By its acceptance of any Note bearing the
Private Placement Legend, each Holder of such Note acknowledges the restrictions
on transfer of such Note set forth in this Indenture and in the Private
Placement Legend and agrees that it will transfer such Note only as provided in
this Indenture.

                  (e)      Certain Transfers in Connection with and After the
Exchange Offer Under the Registration Rights Agreement. Notwithstanding any
other provision of this Indenture:

                  (i)      no Exchange Securities may be exchanged by the Holder
         thereof for a Note issued on the Issue Date;

                  (ii)     accrued and unpaid interest on the Notes issued on
         the Issue Date being exchanged in the Exchange Offer shall be due and
         payable on the next Interest Payment Date for the Exchange Securities
         following the Exchange Offer and shall be paid to the Holder on the
         relevant record date of the Exchange Securities issued in respect of
         the Note issued on the Issue Date being exchanged; and

                  (iii)    interest on the Note issued on the Issue Date being
         exchanged in the Exchange Offer shall cease to accrue on the date of
         completion of the Exchange Offer and interest on the Exchange
         Securities to be issued in the Exchange Offer shall accrue from the
         date of the completion of the Exchange Offer.

                  The Registrar shall retain for a period of two years copies of
all letters, notices and other written communications received pursuant to
Section 2.16 or this Section 2.17. The Company shall have the right to inspect
and make copies of all such letters, notices or other written communications at
any reasonable time upon the giving of reasonable notice to the Registrar.

SECTION 2.18.     Computation of Interest.

                  Interest on the Notes shall be computed on the basis of a
360-day year of twelve 30-day months.

                                  ARTICLE THREE

                                   REDEMPTION

SECTION 3.01.     Election To Redeem; Notices to Trustee.

                  If the Company elects to redeem Notes pursuant to paragraph 5
of the Notes, at least 30 days prior to the Redemption Date (unless a shorter
notice shall be agreed to in writing by the Trustee) but not more than 60 days
before the Redemption Date, the Company shall notify the Trustee in writing of
the Redemption Date, the principal amount of Notes to be redeemed and

<PAGE>

                                      -50-

the redemption price, and deliver to the Trustee, no later than two Business
Days prior to the Redemption Date, an Officers' Certificate stating that such
redemption will comply with the conditions contained in paragraph 5 of the
Notes. Notice given to the Trustee pursuant to this Section 3.01 may not be
revoked after the time that notice is given to Holders pursuant to Section 3.03.

SECTION 3.02.     Selection by Trustee of Notes To Be Redeemed.

                  The Trustee shall select the Notes to be redeemed, if the
Notes are then listed on a national securities exchange, in accordance with the
rules of such exchange or, if the Notes are not so listed, either on a pro rata
basis or by lot, or by such other method as the Trustee in its sole discretion
shall deem to be fair and appropriate; provided that, in the case of a
redemption pursuant to paragraph 5(c) of the Notes, the Trustee shall select the
Notes only on a pro rata basis or on as nearly a pro rata basis as is
practicable (subject to procedures of the Depository). The Trustee shall
promptly notify the Company of the Notes selected for redemption and, in the
case of any Notes selected for partial redemption, the principal amount thereof
to be redeemed. The Trustee may select for redemption portions of the principal
of the Notes that have denominations larger than $1,000. For redemptions
pursuant to paragraph 5 of the Notes, Notes and portions thereof the Trustee
selects shall be redeemed in amounts of $1,000 or whole multiples of $1,000. For
all purposes of this Indenture unless the context otherwise requires, provisions
of this Indenture that apply to Notes called for redemption also apply to
portions of Notes called for redemption. In the event the Company is requested
to make a Change of Control Offer or Offer to Purchase and the amounts available
for any such offer is not evenly divisible by $1,000, the Trustee shall promptly
refund to the Company any remaining funds, which in no event shall exceed
$1,000.

SECTION 3.03.     Notice of Redemption.

                  At least 30 days, and no more than 60 days, before a
Redemption Date, the Company shall mail, or cause to be mailed, a notice of
redemption by first-class mail to each Holder of Notes to be redeemed at his or
her last address as the same appears on the registry books maintained by the
Registrar pursuant to Section 2.04.

                  The notice shall identify the Notes to be redeemed (including
the CUSIP numbers thereof) and shall state:

                  (1)      the Redemption Date;

                  (2)      the appropriate calculation of the redemption price;

                  (3)      if fewer than all outstanding Notes are to be
         redeemed in part, the portion of the principal amount of such Note to
         be redeemed and that, after the Redemption Date

<PAGE>

                                      -51-

         and upon surrender of such Note, a new Note or Notes in principal
         amount equal to the unredeemed portion will be issued;

                  (4)      the name and address of the Paying Agent;

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

                  (6)      that unless the Company defaults in making the
         redemption payment, interest on Notes called for redemption ceases to
         accrue on and after the Redemption Date;

                  (7)      which subsection of paragraph 5 of the Notes is the
         provision of the Notes pursuant to which the redemption is occurring;
         and

                  (8)      the aggregate principal amount of Notes that are
         being redeemed.

                  At the Company's written request made at least five Business
Days prior to the date on which notice is to be given, the Trustee shall give
the notice of redemption in the Company's name and at the Company's sole
expense.

SECTION 3.04.     Effect of Notice of Redemption.

                  Once the notice of redemption described in Section 3.03 is
mailed, Notes called for redemption become due and payable on the Redemption
Date and at the redemption price, including any premium, plus interest accrued
to the Redemption Date. Upon surrender to the Paying Agent, such Notes shall be
paid at the redemption price, including any premium, plus interest accrued to
the Redemption Date; provided that if the Redemption Date is after a regular
record date and on or prior to the Interest Payment Date, the accrued interest
shall be payable to the Holder of the redeemed Notes registered on the relevant
record date; and provided, further, that if a Redemption Date is a Legal
Holiday, payment shall be made on the next succeeding Business Day and no
interest shall accrue for the period from such Redemption Date to such
succeeding Business Day. Such notice, if mailed in the manner provided in
Section 3.03 shall be conclusively presumed to have been given whether or not
the Holder receives such notice.

SECTION 3.05.     Deposit of Redemption Price.

                  On or prior to 10:00 a.m., New York City time, on each
Redemption Date, the Company shall deposit with the Paying Agent in immediately
available funds money sufficient to pay the redemption price of, including
premium, if any, and accrued interest on all Notes to be redeemed on that date
other than Notes or portions thereof called for redemption on that date which
have been delivered by the Company to the Trustee for cancellation.

<PAGE>

                                      -52-

                  On and after any Redemption Date, if money sufficient to pay
the redemption price of, including premium, if any, and accrued interest on
Notes called for redemption shall have been made available in accordance with
the immediately preceding paragraph, the Notes called for redemption will cease
to accrue interest and the only right of the Holders of such Notes will be to
receive payment of the redemption price of and, subject to the first proviso in
Section 3.04, accrued and unpaid interest on such Notes to the Redemption Date.
If any Note surrendered for redemption shall not be so paid, interest will be
paid, from the Redemption Date until such redemption payment is made, on the
unpaid principal of the Note and any interest not paid on such unpaid principal,
in each case at the rate and in the manner provided in the Notes.

SECTION 3.06.     Notes Redeemed in Part.

                  Upon surrender of a Note that is redeemed in part, the Company
shall execute and the Trustee shall authenticate for the Holder thereof a new
Note equal in principal amount to the unredeemed portion of the original Note in
the name of the Holder upon cancellation of the original Note surrendered except
that if a Global Note is so surrendered, the Company shall execute and the
Trustee shall authenticate and deliver to the Depository, a new Global Note in
denomination equal to and in exchange for the unredeemed portion of the
principal of the Global Note so surrendered.

SECTION 3.07.     Other Mandatory Redemption.

                  The Company is not required to make mandatory redemption or
sinking fund payments with respect to the Notes.

                                  ARTICLE FOUR

                                    COVENANTS

SECTION 4.01.     Payment of Notes.

                  The Company shall pay the principal of and interest on the
Notes in accordance with the terms of the Notes and this Indenture. An
installment of principal or interest shall be considered paid on the date it is
due if the Trustee or Paying Agent holds on that date money designated for and
sufficient to pay such installment.

                  The Company shall pay interest on overdue principal (including
post-petition interest in a proceeding under any Bankruptcy Law), and overdue
interest, to the extent lawful, at the rate specified in the Notes.

<PAGE>

                                      -53-

SECTION 4.02.     Maintenance of Office or Agency.

                  (a)      The Company shall maintain an office or agency (which
may be an office of the Trustee or an affiliate of the Trustee or Registrar)
where Notes may be presented or surrendered for payment, where Notes may be
surrendered for registration of transfer or for exchange and where notices and
demands to or upon the Company or any Subsidiary Guarantor in respect of the
Notes, the Subsidiary Guarantees and this Indenture may be served. The Company
shall give prompt written notice to the Trustee of the location, and any change
in the location, of such office or agency. If at any time the Company shall fail
to maintain any such required office or agency or shall fail to furnish the
Trustee with the address thereof, such presentations, surrenders, notices and
demands may be made or served at the Corporate Trust Office of the Trustee and
the Company and each Subsidiary Guarantor hereby appoint the Trustee as their
agent to receive all such presentations, surrenders, notices and demands.

                  (b)      The Company may also from time to time designate one
or more other offices or agencies where the Notes may be presented or
surrendered for any or all such purposes and may from time to time rescind such
designations; provided, however, that no such designation or rescission shall in
any manner relieve the Company of its obligation to maintain an office or agency
in the Borough of Manhattan, the City of New York for such purposes. The Company
shall give prompt written notice to the Trustee of any such designation or
rescission and of any change in the location of any such other office or agency.

                  (c)      The Company hereby designates the Corporate Trust
Office of the Trustee as one such office or agency of the Company in accordance
with Section 2.04.

SECTION 4.03.     Legal Existence.

                  Subject to Article Five, the Company shall do or cause to be
done all things necessary to preserve and keep in full force and effect its
legal existence, and the corporate, partnership or other existence of each
Restricted Subsidiary, in accordance with the respective organizational
documents (as the same may be amended from time to time) of each Restricted
Subsidiary and the material rights (charter and statutory), and franchises of
the Company and the Restricted Subsidiaries; provided that the Company shall not
be required to preserve any such right, franchise, or the corporate, partnership
or other existence of the Company or any of its Restricted Subsidiaries if the
Company in good faith shall determine that the preservation thereof is no longer
desirable in the conduct of the business of the Company and its Restricted
Subsidiaries taken as a whole.

SECTION 4.04.     Maintenance of Properties; Insurance; Compliance with Law.

                  (a)      The Company shall, and shall cause each of its
Restricted Subsidiaries to, at all times cause all material properties used or
useful in the conduct of their respective businesses to be maintained and kept
in good condition, repair and working order (reasonable

<PAGE>

                                      -54-

wear and tear excepted) and supplied with all necessary equipment, and shall
cause to be made all necessary repairs, renewals, replacements, betterments and
improvements thereof, all as in the judgment of the Company may be necessary so
that the business carried on in connection therewith may be properly and
advantageously conducted at all times; provided, however, that nothing in this
Section 4.04(a) shall prevent the Company or any of its Restricted Subsidiaries
from discontinuing the operation or maintenance of any of such properties if
such discontinuance is, in the reasonable judgment of the Company, desirable in
the conduct of the business of the Company and its Subsidiaries taken as a whole
and not adverse in any material respect to the Holders.

                  (b)      The Company shall, and shall cause each of its
Restricted Subsidiaries to, keep at all times all of their material properties
which are of an insurable nature insured against such loss or damage with
insurers believed by the Company to be responsible to the extent that Property
of a similar character is usually so insured by corporations similarly situated
and owning like Properties in accordance with good business practice. Subject to
the proviso in Section 4.04(a), the Company shall, and shall cause each of its
Restricted Subsidiaries to, use the proceeds from any such insurance policy to
repair, replace or otherwise restore the Property to which such proceeds relate.

                  (c)      The Company shall, and shall cause each of its
Restricted Subsidiaries to comply with all statutes, laws, ordinances or
government rules and regulations to which they are subject, the non-compliance
with which would materially adversely affect the business, financial condition
or results of operations of the Company and its Restricted Subsidiaries taken as
a whole.

SECTION 4.05.     Waiver of Stay, Extension or Usury Laws.

                  The Company and each of the Subsidiary Guarantors covenants
(to the extent that it may lawfully do so) that it shall not at any time insist
upon, or plead (as a defense or otherwise) or in any manner whatsoever claim or
take the benefit or advantage of, any stay or extension law or any usury law or
other law which may affect the covenants or the performance of this Indenture;
and (to the extent that they may lawfully do so) each of the Company and the
Subsidiary Guarantors hereby expressly waives all benefit or advantage of any
such law, and covenants that it will not hinder, delay or impede the execution
of any power herein granted to the Trustee, but will suffer and permit the
execution of every such power as though no such law had been enacted.

SECTION 4.06.     Compliance Certificate.

                  (a)      The Company shall deliver to the Trustee, within 120
days after the end of each fiscal year of the Company commencing with the
Company's fiscal year ending December 31, 2003 an Officers' Certificate, one of
the signers of which shall be the principal executive officer, principal
financial officer or principal accounting officer of the Company, stating

<PAGE>

                                      -55-

whether or not to the best knowledge of the signers thereof the Company and any
Restricted Subsidiary is in default in the performance and observance of any of
the terms, provisions and conditions of Section 5.01 or Sections 4.01 to 4.19,
inclusive, and if the Company shall be in default, specifying all such defaults,
the nature and status thereof of which they may have knowledge and what action
the Company and the Subsidiary Guarantors are taking or propose to take with
respect thereto. Such determination shall be made without regard to notice
requirements or periods of grace.

                  (b)      The Company shall deliver to the Trustee, as soon as
possible and in any event no later than 30 Business Days after the Company
becomes aware or should reasonably become aware of the occurrence of a Default
or an Event of Default or an event which, with notice or the lapse of time or
both, would constitute a Default or Event of Default, an Officers' Certificate
setting forth the details of such Default or Event of Default, and the action
which the Company or the Subsidiary Guarantors are taking or propose to take
with respect to such Default or Event of Default.

                  (c)      The Company shall deliver to the Trustee, within 120
days after the end of each fiscal year, a written statement by the Company's
independent public accountants stating whether, in connection with their audit
of the Company's financial statements, any event which would constitute an Event
of Default as defined herein insofar as they relate to accounting matters has
come to their attention and, if such an Event of Default has come to their
attention, specifying the nature and period of the existence thereof.

SECTION 4.07.     Payment of Taxes and Other Claims.

                  The Company shall, and shall cause each of its Restricted
Subsidiaries to, pay or discharge or cause to be paid or discharged, before the
same shall become delinquent, (1) all material taxes, assessments and
governmental charges levied or imposed upon the Company or any of its
Subsidiaries or upon the income, profits or Property of the Company or any of
its Subsidiaries, and (2) all material lawful claims for labor, materials and
supplies which, if unpaid, might by law become a lien upon the Property of the
Company or any of its Subsidiaries; provided, however, that the Company shall
not be required to pay or discharge or cause to be paid or discharged any such
tax, assessment, charge or claim whose amount, applicability or validity is
being contested in good faith by appropriate proceedings.

SECTION 4.08.     Repurchase at the Option of Holders upon Change of Control.

                  (a)      Upon the occurrence of a Change of Control, each
Holder of Notes will have the right to require the Company to repurchase all or
any part (equal to $1,000 or an integral multiple thereof) of such Holder's
Notes pursuant to the offer described below (the "Change of Control Offer") at a
purchase price in cash equal to 101% of the aggregate principal amount thereof,
plus accrued and unpaid interest, if any, to the purchase date (subject to the
right of Holders of record on the relevant record date to receive interest due
on the relevant interest

<PAGE>

                                      -56-

payment date) (the "Change of Control Purchase Price"); provided, however, that
notwithstanding the occurrence of a Change of Control, the Company shall not be
obligated to purchase the Notes pursuant to this Section 4.08 in the event that
it has mailed the notice to exercise its right to redeem all the Notes pursuant
to paragraph 5 of the Notes at any time prior to the requirement to consummate
the Change of Control Offer and redeems the Notes in accordance with such
notice.

                  (b)      Within 30 days following any Change of Control, or,
at the Company's option, prior to the consummation of such Change of Control but
after it is publicly announced, the Company shall send, by first-class mail,
with a copy to the Trustee, to each Holder of Notes, at such Holder's address
appearing in the Note register, a notice stating:

                  (1)      that a Change of Control has occurred or will occur
         and a Change of Control Offer is being made pursuant to this Section
         4.08 and that all Notes timely tendered will be accepted for payment;

                  (2)      the Change of Control Purchase Price and the purchase
         date (the "Change of Control Payment Date"), which shall be, subject to
         any contrary requirements of applicable law, a Business Day and a point
         in time occurring after the consummation of the Change of Control and
         not later than 60 days from the date such notice is mailed;

                  (3)      the circumstances and relevant facts regarding the
         Change of Control;

                  (4)      if the notice is mailed prior to a Change of Control,
         that the Change of Control Offer is conditioned on the Change of
         Control occurring and Notes will not be accepted for payment unless and
         until the Change of Control is consummated; and

                  (5)      the procedures that Holders of Notes must follow in
         order to tender their Notes (or portions thereof) for payment, and the
         procedures that Holders of Notes must follow in order to withdraw an
         election to tender Notes (or portions thereof) for payment.

                  Holders electing to have a Note purchased shall be required to
surrender the Note, with an appropriate form duly completed, to the Company or
its agent at the address specified in the notice at least three Business Days
prior to the Change of Control Payment Date. Holders shall be entitled to
withdraw their election if the Trustee or the Company receives, not later than
one Business Day prior to the Change of Control Payment Date, a telegram, telex,
facsimile transmission, electronic mail or letter setting forth the name of the
Holder, the principal amount of the Note that was delivered for purchase by the
Holder and a statement that such Holder is withdrawing its election to have such
Note purchased.

                  (c)      On or prior to the Change of Control Payment Date,
the Company shall irrevocably deposit with the Trustee or with the Paying Agent
(or, if the Company or any of its Subsidiaries is acting as the Paying Agent,
segregate and hold in trust) in cash an amount equal

<PAGE>

                                      -57-

to the Change of Control Purchase Price payable to the Holders entitled thereto,
to be held for payment in accordance with the provisions of this Section 4.08.
On the Change of Control Payment Date, the Company or its Agent shall deliver to
the Trustee the Notes or portions thereof that have been properly tendered to
and are to be accepted by the Company for payment.

                  (d)      The Trustee or the Paying Agent shall, on the Change
of Control Payment Date, mail or deliver payment to each tendering Holder of the
Change of Control Purchase Price. In the event that the aggregate Change of
Control Purchase Price is less than the amount delivered by the Company to the
Trustee or the Paying Agent, the Trustee or the Paying Agent, as the case may
be, shall deliver the excess to the Company immediately after the Change of
Control Payment Date.

                  (e)      Notwithstanding the foregoing, the Company shall not
be required to make a Change of Control Offer upon a Change of Control if a
third party has made an offer to purchase (an "Alternate Offer"), in the manner,
at the times and otherwise in compliance with the requirements set forth in this
Section 4.08 applicable to a Change of Control made by the Company, any and all
Notes properly tendered and purchases all Notes properly tendered not withdrawn
in accordance with the terms of such Alternate Offer.

                  (f)      The Company shall comply, to the extent applicable,
with the requirements of Section 14(e) and Rule 14e-1 of the Exchange Act and
any other applicable securities laws or regulations in connection with the
repurchase of Notes pursuant to a Change of Control Offer, including any
applicable securities laws of the United States. To the extent that the
provisions of any securities laws or regulations conflict with the provisions of
this Section 4.08, the Company shall comply with the applicable securities laws
and regulations and will not be deemed to have breached its obligations under
the provisions of this Section 4.08 by virtue of such compliance with these
securities laws or regulations.

SECTION 4.09.     Limitation on Debt.

                  (a)      The Company shall not and shall not permit any
         Restricted Subsidiary to, Incur any Debt; provided, however, that the
         Company or any Restricted Subsidiary may Incur Debt and the Company or
         any Restricted Subsidiary may Incur Acquired Debt if the Company's
         Fixed Charge Coverage Ratio for the most recently ended four fiscal
         quarters for which financial statements have been filed with the
         Commission or delivered to the Trustee (which, for periods prior to the
         quarter ended June 30, 2004, will include periods prior to the Issue
         Date) pursuant to the covenant described in Section 4.17 preceding the
         date on which such Debt is incurred would have been at least 2.00 to
         1.00, determined on a pro forma basis (including pro forma application
         of the net proceeds therefrom for such four-quarter period), as if the
         additional Debt (including Acquired Debt) had been Incurred at the
         beginning of such four-quarter period, with any revolving credit
         facility being deemed to be utilized only to the extent of amounts
         outstanding thereunder.

<PAGE>

                                      -58-

                  (b)      Notwithstanding the immediately preceding paragraph,
         any or all of the following Debt (collectively, "Permitted Debt") may
         be Incurred at any time and without compliance with the immediately
         preceding paragraph:

                  (1)      Debt of the Company or any Subsidiary Guarantor under
         a Credit Facility; provided that the aggregate principal amount of all
         such Debt under Credit Facilities shall not exceed the greater of (x)
         $385.0 million at any time outstanding less (i) the amount of any
         permanent mandatory repayments of principal of term loans made under a
         Credit Facility and (ii) the amount of any permanent mandatory
         repayments of principal of revolving loans made under a Credit Facility
         which was incurred under this clause (1) which are accompanied by a
         corresponding permanent commitment reduction, in each case under
         clauses (i) and (ii) which are made with Net Available Cash from Asset
         Sales as required as a result of a sale of assets and (y) the product
         of 2.00 and the Company's Consolidated EBITDA for the most recently
         ended four fiscal quarters for which financial statements have been
         filed with the Commission or delivered to the Trustee pursuant to
         Section 4.17;

                  (2)      the Notes (excluding any Additional Notes) and
         related Subsidiary Guarantees and any Notes and related Subsidiary
         Guarantees issued in exchange for the Notes (excluding any Additional
         Notes) and related Subsidiary Guarantees pursuant to the Registration
         Rights Agreement;

                  (3)      Debt of the Company or any Restricted Subsidiary in
         respect of Capital Lease Obligations and Purchase Money Debt; provided
         that:

                      i.   the aggregate principal amount of such Debt secured
                  thereby does not exceed the Fair Market Value (on the date of
                  the Incurrence thereof) of the Property acquired, constructed
                  or leased, and

                     ii.   the aggregate principal amount of all Debt Incurred
                  and then outstanding pursuant to this Section 4.09(b)(3) and
                  Permitted Refinancing of Debt Incurred and then outstanding
                  pursuant to this Section 4.09(b)(3) does not exceed $75.0
                  million;

                  (4)      Debt (1) of the Company owing to and held by any
         Restricted Subsidiary and (2) of a Restricted Subsidiary owing to and
         held by the Company or any other Restricted Subsidiary; provided,
         however, that any subsequent issue or transfer of Capital Stock or
         other event that results in any such Restricted Subsidiary ceasing to
         be a Restricted Subsidiary or any subsequent transfer of any such Debt
         (except to the Company or a Restricted Subsidiary) shall be deemed, in
         each case, to constitute the Incurrence of such Debt by the issuer
         thereof not permitted by this Section 4.09(b)(4);

<PAGE>

                                      -59-

                  (5)      Debt Incurred and outstanding on or prior to the date
         on which such Person was acquired by the Company or any Restricted
         Subsidiary or assumed by the Company or any Restricted Subsidiary at
         the time of acquisition of all or any portion of the assets (or any
         business or product line of another Person) (other than Debt Incurred
         in connection with or to provide all or any portion of the funds or
         credit support utilized to consummate, the transaction or series of
         related transactions pursuant to which such Subsidiary became a
         Restricted Subsidiary or was acquired by the Company); provided,
         however, at the time of such acquisition and after giving effect
         thereto, the aggregate principal amount of all the Debt Incurred and
         then outstanding pursuant to this Section 4.09(b)(5) and Permitted
         Refinancing Debt Incurred to Refinance Debt Incurred pursuant to this
         Section 4.09(b)(5) does not exceed $25.0 million;

                  (6)      Debt under Interest Rate Agreements entered into by
         the Company or a Restricted Subsidiary in the ordinary course of the
         financial management of the Company or a Restricted Subsidiary and not
         for speculative purposes;

                  (7)      Debt under Currency Exchange Protection Agreements
         entered into by the Company or a Restricted Subsidiary in the ordinary
         course of the financial management of the Company or a Restricted
         Subsidiary and not for speculative purposes;

                  (8)      Debt under Commodity Price Protection Agreements
         entered into by the Company or a Restricted Subsidiary in the ordinary
         course of the financial management of the Company or a Restricted
         Subsidiary and not for speculative purposes;

                  (9)      Debt of the Company or a Restricted Subsidiary in
         connection with (a) one or more letters of credit issued by any of them
         in the ordinary course of business with respect to trade payables
         relating to the purchase of materials by such Persons and (b) other
         letters of credit, surety, performance, appeal or similar bonds,
         banker's acceptances, completion guarantees or similar instruments
         issued in the ordinary course of business of the Company or a
         Restricted Subsidiary, including letters of credit or similar
         instruments pursuant to self-insurance and workers' compensation
         obligations; provided that upon the drawing of such letters of credit
         or other instrument, such obligations are reimbursed within 30 days
         following such drawing; provided, further, that with respect to clauses
         (a) and (b) above, such Debt is not in connection with the borrowing of
         money or the obtaining of advances;

                  (10)     Debt of the Company or a Restricted Subsidiary
         arising from the honoring by a bank or other financial institution of a
         check, draft or similar instrument written in the ordinary course of
         business and drawn against insufficient funds; provided that such Debt
         remains outstanding for ten Business Days or less;

                  (11)     Debt of the Company or a Restricted Subsidiary
         arising from agreements for indemnification, purchase price adjustment
         obligations and earn-outs or other similar

<PAGE>

                                      -60-

         obligations, in each case, Incurred or assumed in connection with the
         acquisition or disposition of any Property and including by way of
         merger or consolidation; provided that the maximum assumable liability
         in respect of all such obligations shall at no time exceed the gross
         proceeds actually received by the Company and the Restricted
         Subsidiaries, including the Fair Market Value of non-cash proceeds;

                  (12)     Debt of the Company or a Restricted Subsidiary
         consisting of a Guarantee of, or a Lien securing, Debt of the Company
         or a Restricted Subsidiary; provided that such Debt constitutes Debt
         that is permitted to be Incurred pursuant to this Section 4.09, but
         subject to compliance with the other provisions described in Article
         Four;

                  (13)     Debt of the Company or a Restricted Subsidiary in
         respect of netting services, overdraft protection and otherwise in
         connection with deposit accounts; provided that such Debt remains
         outstanding for ten Business Days or less;

                  (14)     Debt of the Company or a Restricted Subsidiary that
         was outstanding on the Issue Date and is not otherwise described in
         Sections 4.09(b)(1) through (13) above;

                  (15)     Guarantees in the ordinary course of business of the
         obligations of suppliers, customers, franchisers and licensees;

                  (16)     Permitted Refinancing Debt; and

                  (17)     Debt of the Company or a Restricted Subsidiary or the
         issuance of Disqualified Stock in a principal amount or liquidation
         value, as applicable, outstanding at any one time not to exceed $100.0
         million in the aggregate for all such Debt and Disqualified Stock
         (which Debt may, but need not, be incurred, in whole or in part, under
         a Credit Facility).

                  For the purposes of determining compliance with this Section
4.09, in the event that an item of Debt meets the criteria of more than one of
the types of Debt permitted by this Section 4.09 or is entitled to be Incurred
pursuant to Section 4.09(a), the Company in its sole discretion shall be
permitted to classify on the date of its Incurrence, or later reclassify, all or
a portion of such item of Debt in any manner that complies with this Section
4.09.

                  Debt permitted by this Section 4.09 need not be permitted
solely by reference to one provision permitting such Debt but may be permitted
in part by one such provision and in part by one or more other provisions of
this Section 4.09 permitting such Debt.

                  For the purposes of determining any particular amount of Debt
under this Section 4.09, (a) Guarantees, Liens, obligations with respect to
letters of credit and other obligations supporting Debt otherwise included in
the determination of a particular amount will not be

<PAGE>

                                      -61-

included and (b) any Liens granted to the Holders of the Notes that are
permitted by Section 4.11 will not be treated as Debt.

                  For purposes of determining compliance with any
dollar-denominated restriction on the Incurrence of Debt, with respect to any
Debt which is denominated in a foreign currency, the dollar-equivalent principal
amount of such Debt Incurred pursuant thereto shall be calculated based on the
relevant currency exchange rate in effect on the date that such Debt was
Incurred, and any such foreign-denominated Debt may be Refinanced or replaced or
subsequently Refinanced or replaced in an amount equal to the dollar equivalent
principal amount of such Debt on the date of such refinancing or replacement
whether or not such amount is greater or less than the dollar-equivalent
principal amount of the Debt on the date of initial Incurrence.

                  If obligations in respect of letters of credit are Incurred
pursuant to the Credit Facility and are being treated as Incurred pursuant to
Section 4.09(b)(1) and the letters of credit relate to other Debt, then such
other Debt shall be deemed not Incurred.

                  Notwithstanding any other provision of this Section 4.09,
neither the Company nor any Subsidiary Guarantor shall Incur any Debt that is
expressly subordinated in right of payment to any other Debt of the Company or
such Subsidiary Guarantor unless such Debt is pari passu with or is expressly
subordinated in right of payment to the Notes. No Debt will be deemed to be
Senior Debt solely by virtue of being secured on a first or junior priority
basis.

SECTION 4.10.     Limitation on Restricted Payments.

                  (a)      The Company shall not make, and shall not permit any
         Restricted Subsidiary to make, any Restricted Payment if at the time
         of, and after giving effect to, such proposed Restricted Payment,

                  (1)      a Default or Event of Default shall have occurred and
         be continuing,

                  (2)      the Company could not Incur at least $1.00 of
         additional Debt pursuant to Section 4.09(a), or

                  (3)      the aggregate amount of such Restricted Payment and
         all other Restricted Payments declared or made since the Issue Date
         (the amount of any Restricted Payment, if made other than in cash, to
         be based upon Fair Market Value) would exceed an amount equal to the
         sum of:

                           (i)      50% of the aggregate amount of Consolidated
                  Net Income accrued on a cumulative basis during the period
                  (treated as one accounting period) from the first day of the
                  fiscal quarter in which the Issue Date occurs to the end of
                  the most recent fiscal quarter ended prior to the date of such
                  proposed Restricted Payment for which financial statements are
                  available pursuant to Section 4.17 (or

<PAGE>

                                      -62-

                  if the aggregate amount of cumulative Consolidated Net Income
                  for such period shall be a deficit, minus 100% of such
                  deficit), plus

                           (ii)     100% of Capital Stock Sale Proceeds and cash
                  capital contributions after the Issue Date by a Person who is
                  not the Company or a Restricted Subsidiary of the Company,
                  plus (without duplication)

                           (iii)    the aggregate net cash proceeds received by
                  the Company or a Restricted Subsidiary from the issuance or
                  sale after the Issue Date of convertible or exchangeable Debt
                  or Disqualified Stock that has been converted into or
                  exchanged for its Capital Stock (other than Disqualified
                  Stock) together with the aggregate net cash proceeds received
                  by the Company or a Restricted Subsidiary at the time of such
                  conversion or exchange, but excluding: (x) any such Debt
                  issued or sold to the Company or a Restricted Subsidiary or an
                  employee stock ownership plan or trust established by the
                  Company or a Restricted Subsidiary for the benefit of its
                  employees and (y) the aggregate amount of any cash or other
                  Property distributed by the Company or a Restricted Subsidiary
                  upon any such conversion or exchange, plus (without
                  duplication),

                           (iv)     an amount equal to the sum of:

                                    A.       the net reduction in Investments
                           made after the Issue Date in any Person other than
                           the Company or a Restricted Subsidiary resulting from
                           dividends, repayments of loans or advances, return of
                           capital or other transfers, sales or liquidations of
                           Property or any other disposition or repayment of
                           such Investments, in each case to the Company or any
                           Restricted Subsidiary from any Person (other than the
                           Company or a Restricted Subsidiary), less the cost of
                           the disposition of such Investments; and

                                    B.       the Fair Market Value of the
                           Investment of the Company and the Restricted
                           Subsidiaries in an Unrestricted Subsidiary or other
                           Person at the time such Unrestricted Subsidiary or
                           other Person is designated a Restricted Subsidiary;
                           provided, however, that the sum of (A) and (B)
                           described in this Section 4.10(a)(3)(iv) shall not
                           exceed the sum of the amount of Investments made
                           prior to the date of determination (and treated as a
                           Restricted Payment) by the Company or a Restricted
                           Subsidiary in such Person, plus

                  (v)      $15.0 million.

                  (b)      Notwithstanding the foregoing limitation, the Company
or a Restricted Subsidiary may:

<PAGE>

                                      -63-

                  (1)      pay dividends on Capital Stock of the Company within
         60 days of the declaration thereof if, on said declaration date, such
         dividends could have been paid in compliance with this Indenture (such
         dividend to be included in the calculation of the amount of Restricted
         Payments only at the time such dividend is paid);

                  (2)      purchase, repurchase, redeem, legally defease,
         acquire or retire for value Capital Stock of the Company, or options,
         warrants or other rights to acquire such Capital Stock, or Subordinated
         Obligations in exchange for, or out of the proceeds of the
         substantially concurrent sale of, Capital Stock (other than
         Disqualified Stock) of the Company or options, warrants or other rights
         to acquire such Capital Stock (other than any such Capital Stock (or
         options, warrants or other rights to acquire such Capital Stock) issued
         or sold to a Restricted Subsidiary or an employee stock ownership plan
         or trust established by the Company or such Restricted Subsidiary for
         the benefit of its employees and except to the extent that any purchase
         made pursuant to such issuance or sale is financed by the Company or a
         Restricted Subsidiary) or a capital contribution to the Company from a
         person other than the Company or a Restricted Subsidiary; provided,
         however, that such purchase, repurchase, redemption, legal defeasance,
         acquisition or retirement shall not be included in the calculation of
         the amount of Restricted Payments and the Capital Stock Sale Proceeds
         from such exchange or sale shall not be included in the calculation
         pursuant to Section 4.10(a)(3) above;

                  (3)      purchase, repurchase, redeem, legally defease,
         acquire or retire for value any Subordinated Obligations in exchange
         for or out of the proceeds of the substantially concurrent sale of
         Capital Stock (other than Disqualified Stock) of the Company or
         options, warrants or other rights to acquire such Capital Stock (other
         than any such Capital Stock (or options, warrants or other rights to
         acquire such Capital Stock) issued or sold to a Restricted Subsidiary
         or an employee stock ownership plan or trust established by the Company
         or such Restricted Subsidiary for the benefit of its employees and
         except to the extent that any purchase made pursuant to such issuance
         or sale is financed by the Company or a Restricted Subsidiary) or a
         capital contribution to the Company from a person other than the
         Company or a Restricted Subsidiary; provided that such purchase,
         repurchase, redemption, legal defeasance, acquisition or retirement
         shall not be included in the calculation of the amount of Restricted
         Payments and the Capital Stock Sale Proceeds from such exchange or sale
         shall not be included in the calculation pursuant to Section
         4.10(a)(3)(ii) above;

                  (4)      purchase, repurchase, redeem, legally defease,
         acquire or retire for value any Subordinated Obligations of the Company
         or any Restricted Subsidiary in exchange for, or out of the proceeds of
         the substantially concurrent sale of, Permitted Refinancing Debt;
         provided that such purchase, repurchase, redemption, legal defeasance,
         acquisition or retirement shall not be included in the calculation of
         the amount of Restricted Payments;

<PAGE>

                                      -64-

                  (5)      so long as no Default has occurred and is continuing,
         repurchase or otherwise acquire, or pay dividends directly or
         indirectly to Holding to provide Holding amounts to repurchase or
         otherwise acquire, shares of, or options to purchase shares of, the
         Company's or Holding's Capital Stock from their respective employees,
         former employees, directors or former directors, consultants or former
         consultants (or permitted transferees of such employees, former
         employees, directors or former directors or consultants or former
         consultants), pursuant to the terms of agreements (including, without
         limitation, employment agreements) or plans or in each case amendments
         thereto approved by the Board of Directors of the Company or Holding,
         as the case may be, under which such individuals purchase or sell, or
         are granted the option to purchase or sell, shares of such Capital
         Stock; provided that the aggregate amount of all such repurchases and
         other acquisitions and dividends (other than such repurchases or other
         acquisitions or dividends made in connection with the Merger, which
         shall not be limited) shall not exceed $5.0 million in any calendar
         year (any such amounts not used in a calendar year shall be available
         for use in any subsequent year) plus the proceeds of any "key man" life
         insurance policies that are used to make such repurchases of shares
         owned by the "key man" or his estate; provided, further, that such
         repurchase or other acquisition or dividend shall not be included in
         the calculation of the amount of Restricted Payments and the Capital
         Stock Sale Proceeds from such sales shall not be included in the
         calculation pursuant to Section 4.10(a)(3)(ii) above;

                  (6)      make cash payments, or pay dividends directly or
         indirectly to Holding to provide Holding amounts to make cash payments,
         in lieu of issuance of fractional shares in connection with the
         exercise of warrants, options or other securities convertible into or
         exchangeable for the Company's or Holding's Capital Stock; provided
         that any such payments and dividends shall not be included in the
         calculation of the amount of Restricted Payments;

                  (7)      repurchase, or pay dividends directly or indirectly
         to Holding to provide Holding amounts to repurchase, the Company's or
         Holding's Capital Stock to the extent such repurchase is deemed to
         occur upon a cashless exercise of stock options or warrants; provided
         that all such repurchases and dividends shall not be included in the
         calculation of the amount of Restricted Payments and no proceeds in
         respect of the issuance of such Capital Stock shall be deemed to have
         been received for the purposes of Section 4.10(a)(3)(ii) above;

                  (8)      repurchase or redeem, or pay dividends directly or
         indirectly to Holding to provide Holding amounts to repurchase or
         redeem, preferred stock purchase rights issued in connection with any
         shareholder rights plan of the Company or Holding, as the case may be;
         provided that any such payments shall not be included in the
         calculation of the amount of Restricted Payments;

<PAGE>

                                      -65-

                  (9)      so long as no Default or Event of Default shall have
         occurred and be continuing, repurchase any Subordinated Obligations or
         Disqualified Stock of the Company or a Restricted Subsidiary at a
         purchase price not greater than 101% of the principal amount or
         liquidation preference of such Subordinated Obligation or Disqualified
         Stock plus accrued and unpaid interest or dividends, as appropriate, in
         the event of a Change of Control pursuant to a provision similar to
         Section 4.08 in the documents governing such Subordinated Obligation or
         Disqualified Stock; provided that prior to consummating any such
         repurchase, the Company has made the Change of Control Offer required
         by this Indenture and has repurchased all Notes validly tendered for
         payment in connection with such Change of Control Offer; provided,
         further, that such payments shall be included in the calculation of the
         amount of Restricted Payments;

                  (10)     so long as no Default or Event of Default shall have
         occurred and be continuing, following an Asset Sale, to the extent
         permitted by Section 4.12 and using the Net Available Cash generated
         from such Asset Sale, repurchase any Subordinated Obligation or
         Disqualified Stock of the Company or a Subsidiary Guarantor at a
         purchase price not greater than 100% of the principal amount or
         liquidation preference of such Subordinated Obligation or Disqualified
         Stock plus accrued and unpaid interest or dividends, as appropriate,
         pursuant to a provision similar to Section 4.12 in the documents
         governing such Subordinated Obligation or Disqualified Stock; provided
         that prior to consummating any such repurchase, the Company has made
         the Prepayment Offer required by this Indenture and has repurchased all
         Notes validly tendered for payment in connection with such Prepayment
         Offer; provided, further, that such payments shall be included in the
         calculation of the amount of Restricted Payments;

                  (11)     so long as no Default or Event of Default shall have
         occurred and be continuing, the Company and any Restricted Subsidiary
         may pay dividends directly or indirectly to Holding to provide Holding
         amounts to purchase its common stock for contribution to employee stock
         purchase and deferred compensation plans, in the ordinary course of
         business; provided that the aggregate amount of dividends paid in
         reliance on this Section 4.10(b)(11) shall not exceed $5.0 million in
         any calendar year; provided, further, that such payments shall be
         included in the calculation of the amount of Restricted Payments;

                  (12)     so long as no Default or Event of Default shall have
         occurred and be continuing, make payments directly or indirectly to
         Holding to pay fee and expenses (A) pursuant to the Management
         Agreements (x) promptly on or after the Issue Date, to fund the one
         time transaction fees related to the Transactions not to exceed an
         aggregate amount of $20 million and (y) thereafter, not to exceed in
         any calendar year the aggregate amount of $3.75 million plus an amount
         equal to the cumulative CPI Increase Amount for each calendar year
         following the Issue Date (the "Management Payment") and (B) pursuant to
         the Fee Agreement, the Subscription Agreements, the DG Equity

<PAGE>

                                      -66-

         Rollover Agreement, as well as in connection with the Transactions, not
         to exceed the aggregate amount of $140 million collectively (including
         (A)(x) above); provided that no payments to Holding with respect to
         such fees and expenses described in this clause (12) shall be paid, to
         the extent the Company has already paid such fees and expenses;
         provided, further, however, that such payments shall be excluded in the
         calculation of the amount of Restricted Payments;

                  (13)     dividends paid directly or indirectly to Holding to
         be used by Holding solely to pay its franchise taxes and other fees
         required to maintain its corporate existence and to pay other taxes and
         general corporate and overhead expenses (including salaries and other
         compensation of employees) incurred by Holding in the ordinary course
         of its business as a holding company for the Company; provided,
         however, that such dividends shall not exceed $500,000 in any calendar
         year; provided, further, however, that such dividends shall be excluded
         in the calculation of the amount of Restricted Payments;

                  (14)     dividends, distributions or advances paid directly or
         indirectly to Holding to be used by Holding to pay consolidated
         combined or similar Federal, state and local taxes payable by Holding
         and directly attributable to (or arising as a result of) the operations
         of the Company and its Subsidiaries; provided, however, that (A) the
         amount of such dividends, distributions or advances paid shall not
         exceed the amount that would be due with respect to a consolidated,
         combined or similar Federal, state or local tax return that included
         the Company and its Subsidiaries and (B) such dividends, distributions
         or advances paid pursuant to this Section 4.10(b)(14) are used by
         Holding for such purposes within 90 days of the receipt of such
         dividends; provided, further, however, that such dividends,
         distributions or advances paid shall be excluded in the calculation of
         the amount of Restricted Payments;

                  (15)     so long as no Default or Event of Default shall have
         occurred and be continuing, make any other Restricted Payment so long
         as the Total Leverage Ratio, after giving effect to such Restricted
         Payment, is less than 2.80x; provided, however, that the aggregate
         amount of such payments pursuant to this Section 4.10(b)(15) shall not
         exceed $75.0 million; provided, further, however, that such payments
         made shall be included in the calculation of the amount of Restricted
         Payments; and

                  (16)     so long as no Default or Event of Default shall have
         occurred and be continuing, make any other Restricted Payment which,
         together with all other Restricted Payments made pursuant to this
         Section 4.10(b)(16) since the Issue Date, does not exceed $25.0
         million; provided that such payments shall be included in the
         calculation of the amount of Restricted Payments.

                  The amount of any non cash Restricted Payment shall be deemed
to be equal to the Fair Market Value thereof at the date of making such
Restricted Payment.

<PAGE>

                                      -67-

SECTION 4.11.     Limitation on Liens.

                  (a)      The Company shall not, and shall not permit any
Subsidiary Guarantor to, Incur or suffer to exist any Lien (other than Permitted
Liens and Liens securing Senior Debt) upon any of its Property (including
Capital Stock of a Subsidiary Guarantor and intercompany notes), or any interest
therein or any income or profits therefrom, unless:

                  (1)      in the case of a Lien securing Subordinated
         Obligations, the Notes and the related Note Guarantees are secured by a
         Lien on such Property or such interest therein or such income or
         profits therefrom that is senior in priority to the Lien securing such
         Subordinated Obligations for so long as such Subordinated Obligations
         are so secured; and

                  (2)      in the case of a Lien securing Senior Subordinated
         Debt, the Notes and the related Subsidiary Guarantees are equally and
         ratably secured by a Lien on such Property or such interest therein or
         profits therefrom for so long as such Senior Subordinated Debt is so
         secured.

SECTION 4.12.     Limitation on Asset Sales.

                  (a)      The Company shall not, and shall not permit any
Restricted Subsidiary to, consummate any Asset Sale unless:

                  (1)      the Company or such Restricted Subsidiary receives
         consideration at least equal to the Fair Market Value (as of the time
         of such Asset Sale) of the Property subject to such Asset Sale;

                  (2)      in the case of Asset Sales which are not Permitted
         Asset Swaps, at least 75% of the consideration paid to the Company (as
         measured at the time of such Asset Sale without giving effect to any
         future change in the value of such consideration following consummation
         of the Asset Sale) or such Restricted Subsidiary in connection with
         such Asset Sale is in the form of (A) cash or Temporary Cash
         Investments; (B) the assumption by the purchaser of liabilities of the
         Company or any Restricted Subsidiary (other than liabilities that are
         by their terms subordinated to the Notes or any Subsidiary Guarantee of
         such Restricted Subsidiary) as a result of which the Company and the
         Restricted Subsidiaries are no longer obligated with respect to such
         liabilities; (C) any securities, notes or other obligations received by
         the Company or a Restricted Subsidiary from such transferee that are
         converted into cash (to the extent of the cash received) within 90 days
         after receipt; (D) Properties to be used by the Company or a Restricted
         Subsidiary in a Related Business or Capital Stock of an entity engaged
         in a Related Business so long as the receipt of such Capital Stock is a
         Permitted Investment or otherwise complies with Section 4.10; or (E) a
         combination of the consideration specified in clauses (A) through (D);
         and

<PAGE>

                                      -68-

                  (3)      the Company delivers an Officers' Certificate to the
         Trustee certifying that such Asset Sale complies with the foregoing
         4.12(a) (1) and (2).

                  (b)      The Net Available Cash (or any portion thereof) from
Asset Sales may be applied by the Company or a Restricted Subsidiary, to the
extent the Company or a Restricted Subsidiary elects (or is required by the
terms of any Debt):

                  (1)      to permanently prepay or permanently repay,
         repurchase or redeem any (i) Senior Debt, (ii) Debt which had been
         secured by the assets sold in the relevant Asset Sale and (iii) Debt of
         a Restricted Subsidiary that is not a Subsidiary Guarantor; or

                  (2)      to reinvest in Additional Assets (including by means
         of an Investment in Additional Assets with Net Available Cash received
         by the Company or a Restricted Subsidiary); or

                  (3)      a combination of repayment and reinvestment permitted
         by the foregoing Sections 4.12(b)(1) and (2).

                  (c)      Pending the final application of the Net Available
Cash (or any portion thereof), the Company or a Restricted Subsidiary may
temporarily repay Senior Debt or otherwise invest such Net Available Cash in
Temporary Cash Investments.

                  (d)      Any Net Available Cash from an Asian Subsidiary
Equity Offering may be retained by the Subsidiary making the Equity Offering
and/or used for any purpose not restricted by this Indenture until such time as
such Net Available Cash is repatriated to the United States, if at all, at which
time it shall be applied as set forth above within 365 days of repatriation or,
if not applied within such 365 day period following repatriation, as set forth
below. Subject to the immediately preceding sentence, any Net Available Cash
from an Asset Sale not applied in accordance with Section 4.12(b) within 365
days (or if a binding agreement to reinvest has been entered into within 365
days, such reinvestment occurs within 90 days of the end of the 365 day period)
from the date of the receipt of such Net Available Cash shall constitute "Excess
Proceeds." When the aggregate amount of Excess Proceeds exceeds $10.0 million,
the Company will be required to make an offer to purchase (the "Prepayment
Offer") the Notes and any other Debt of the Company outstanding on the date of
the Prepayment Offer that is pari passu in right of payment with the Notes or a
Subsidiary Guarantee and subject to terms and conditions in respect of Asset
Sales similar in all material respects to the covenant described hereunder and
requiring the Company to make an offer to purchase such Debt at substantially
the same time as the Prepayment Offer, which offer shall be in the amount of the
Allocable Excess Proceeds, on a pro rata basis according to principal amount, at
a purchase price equal to 100% of the principal amount thereof, plus accrued and
unpaid interest, if any, to the purchase date (subject to the right of Holders
of record on the relevant record date to receive interest due on the relevant
interest payment date), in accordance with the procedures (including prorating
in the event of oversubscription) set forth herein. To the extent that any
portion of the amount of Net

<PAGE>

                                      -69-

Available Cash remains after compliance with the preceding sentence, the Company
or such Restricted Subsidiary may use such remaining amount for any purpose not
restricted by this Indenture and the amount of Excess Proceeds will be reset to
zero.

                  The term "Allocable Excess Proceeds" will mean the product of:

                  (a)      the Excess Proceeds and

                  (b)      a fraction,

                           (1)      the numerator of which is the aggregate
                  principal amount of the Notes outstanding on the date of the
                  Prepayment Offer, together with any accrued and unpaid
                  interest, and

                           (2)      the denominator of which is the sum of (A)
                  the aggregate principal amount of the Notes outstanding on the
                  date of the Prepayment Offer, together with any accrued and
                  unpaid interest, and (B) the aggregate principal amount of
                  other Debt of the Company or a Subsidiary Guarantor
                  outstanding on the date of the Prepayment Offer that is pari
                  passu in right of payment with the Notes or a Subsidiary
                  Guarantee, as the case may be, and subject to terms and
                  conditions in respect of Asset Sales similar in all material
                  respects to this Section 4.12 and requiring the Company or a
                  Subsidiary Guarantor to make an offer to purchase such Debt at
                  substantially the same time as the Prepayment Offer (subject
                  to proration in the event that such amount is less than the
                  aggregate offer price of all Notes tendered).

                  (e)      Within 15 Business Days after the Company is
obligated to make a Prepayment Offer as described in Section 4.12(d), the
Company shall send a written notice, by first-class mail, to the Holders of
Notes with a copy to the Trustee, accompanied by such information regarding the
Company and the Subsidiary Guarantors as the Company in good faith believes will
enable such Holders to make an informed decision with respect to such Prepayment
Offer. Such notice shall state, among other things, the purchase price and the
purchase date (the "Purchase Date"), which shall be, subject to any contrary
requirements of applicable law, a Business Day no earlier than 20 Business Days
nor later than 60 Business Days from the date such notice is mailed.

                  (f)      Not later than the date upon which written notice of
a Prepayment Offer is delivered to the Holders of the Notes as provided in
Section 4.12(e), the Company shall deliver to the Trustee an Officers'
Certificate as to (i) the amount of the Prepayment Offer (the "Offer Amount"),
(ii) the allocation of the Net Available Cash from the Asset Sales pursuant to
which such Prepayment Offer is being made and (iii) the compliance of such
allocation with the provisions of Section 4.12(b). On or before the Purchase
Date, the Company shall also irrevocably deposit with the Trustee or with the
Paying Agent (or, if the Company or a Wholly

<PAGE>

                                      -70-

Owned Subsidiary is the Paying Agent, shall segregate and hold in trust) in
Temporary Cash Investments (other than in those enumerated in clause (b) of the
definition of Temporary Cash Investments), maturing on the last day prior to the
Purchase Date or on the Purchase Date if funds are immediately available by the
opening of business, an amount equal to the Offer Amount to be held for payment
in accordance with the provisions of this Section 4.12. Upon the expiration of
the period for which the Prepayment Offer remains open (the "Offer Period"), the
Company shall deliver to the Trustee for cancellation the Notes or portions
thereof that have been properly tendered to and are to be accepted by the
Company. The Trustee or the Paying Agent shall, on the Purchase Date, mail or
deliver payment to each tendering Holder in the amount of the purchase price
payable with respect to Notes validly tendered by such Holder. In the event that
the aggregate purchase price of the Notes delivered by the Company to the
Trustee is less than the Offer Amount, the Trustee or the Paying Agent shall
deliver the excess to the Company immediately after the expiration of the Offer
Period for application in accordance with this Section 4.12.

                  (g)      Holders electing to have a Note purchased shall be
required to surrender the Note, with an appropriate form duly completed, to the
Company or its agent at the address specified in the notice at least three
Business Days prior to the Purchase Date. Holders shall be entitled to withdraw
their election if the Trustee or the Company receives not later than one
Business Day prior to the Purchase Date a telegram, telex, facsimile
transmission, electronic mail or letter setting forth the name of the Holder,
the principal amount of the Note that was delivered for purchase by the Holder
and a statement that such Holder is withdrawing its election to have such Note
purchased. If at the expiration of the Offer Period the aggregate principal of
Notes surrendered by Holders exceeds the Offer Amount, the Company shall select
the Notes to be purchased on pro rata basis for all Notes (with such adjustments
as may be deemed appropriate by the Company so that only Notes in denominations
of $1,000, or integral multiples thereof, shall be purchased). Holders whose
Notes are purchased only in part shall be issued new Notes equal in principal
amount to the unpurchased portion of the Notes surrendered.

                  (h)      At the time the Company or its agent delivers Notes
to the Trustee that are to be accepted for purchase, the Company shall also
deliver an Officers' Certificate stating that such Notes are to be accepted by
the Company pursuant to and in accordance with the terms of this Section 4.12. A
Note shall be deemed to have been accepted for purchase at the time the Trustee
or the Paying Agent mails or delivers payment therefor to the surrendering
Holder.

                  (i)      The Company shall comply, to the extent applicable,
with the requirements of Section 14(e) and Rule 14e-1 of the Exchange Act and
any other applicable securities laws or regulations in connection with the
repurchase of Notes pursuant to the covenant described hereunder, including any
applicable securities laws of the United States. To the extent that the
provisions of any securities laws or regulations conflict with provisions of
this Section 4.12 described hereunder, the Company shall comply with the
applicable securities laws

<PAGE>

                                      -71-

and regulations and will not be deemed to have breached its obligations under
this Section 4.12 by virtue thereof.

                  (j)      At its option, the Company may satisfy, in whole or
in part, its obligation to make a Prepayment Offer hereunder by delivering to
the Trustee (i) Notes which have been acquired (other than pursuant to a
Prepayment Offer) by the Company no more than 90 days prior to or 365 days after
the date of such Asset Sale, together with an Officers' Certificate stating the
election of the Company to have credited against its obligation hereunder the
principal amount of Notes so delivered and ordering the Trustee to cancel such
Notes, (ii) an Officers' Certificate stating the election of the Company to have
credited against its obligation hereunder a specified principal amount of Notes
which have been acquired (other than pursuant to a Prepayment Offer) no more
than 90 days prior to or 365 days after the date of such Asset Sale by the
Company and theretofore surrendered to the Trustee for cancellation, or (iii) a
combination of the foregoing. All Notes made the basis of a credit hereunder
shall be credited at the principal amount thereof.

SECTION 4.13.     Limitation on Restrictions on Distributions from Restricted
                  Subsidiaries.

                  (a)      The Company shall not, and shall not permit any
Restricted Subsidiary to, create or otherwise cause or suffer to exist any
consensual restriction on the right of any Restricted Subsidiary to:

                  (1)      pay dividends, in cash or otherwise, or make any
         other distributions on or in respect of its Capital Stock to the
         Company or any other Restricted Subsidiary,

                  (2)      pay any Debt or other obligation owed to the Company
         or any other Restricted Subsidiary,

                  (3)      make any loans or advances to the Company or any
         other Restricted Subsidiary, or

                  (4)      transfer any of its Property to the Company or any
         other Restricted Subsidiary.

                  (b)      The foregoing limitations will not apply:

                  (1)      with respect to Section 4.13(a)(1)(2)(3) and (4), to
         restrictions which are:

                           (A)      in effect on the Issue Date (as such
                  restrictions may be amended from time to time; provided that
                  any such amendment is not materially more restrictive as to
                  such Restricted Subsidiary);

<PAGE>

                                      -72-

                           (B)      imposed by the Notes or this Indenture, or
                  by indentures governing other Debt the Company or a Subsidiary
                  Guarantor Incurs (and, if such Debt is Guaranteed, by the
                  guarantors of such Debt) ranking on a parity with the Notes or
                  the Subsidiary Guarantees; provided that the restrictions
                  imposed by such indentures are no more restrictive than the
                  restrictions imposed by this Indenture;

                           (C)      imposed by a Credit Facility with respect to
                  Debt permitted to be Incurred on or subsequent to the date
                  hereof pursuant to Section 4.09(b)(1);

                           (D)      relating to Debt of a Restricted Subsidiary
                  existing at the time it became a Restricted Subsidiary if such
                  restriction was not created in connection with or in
                  anticipation of the transaction or series of related
                  transactions pursuant to which such Restricted Subsidiary
                  became a Restricted Subsidiary or was acquired by the Company
                  or a Restricted Subsidiary (as such restrictions may be
                  amended from time to time in a manner not materially more
                  restrictive as to such Restricted Subsidiary);

                           (E)      that result from the Refinancing of Debt
                  Incurred pursuant to an agreement referred to in Section
                  4.13(b)(1)(A),(B) or (D) above; provided such restriction is
                  no less favorable in any material respect to the Holders of
                  the Notes than those restrictions under the agreement
                  evidencing the Debt so Refinanced when taken as a whole;

                           (F)      restrictions on cash or other deposits or
                  net worth imposed by leases or other agreements entered into
                  in the ordinary course of business;

                           (G)      any encumbrances or restrictions required by
                  any foreign or U.S. governmental, local or regulatory
                  authority having jurisdiction over the Company or any
                  Restricted Subsidiary or any of their businesses in connection
                  with any development grant made or other assistance provided
                  to the Company or any Restricted Subsidiary by such
                  governmental authority;

                           (H)      customary provisions in joint venture or
                  similar agreements or other arrangements with minority
                  investors in Restricted Subsidiaries and customary provisions
                  in Debt incurred by Restricted Subsidiaries organized outside
                  the United States; provided, however, that such encumbrance or
                  restriction is applicable only to such Restricted Subsidiary;
                  and provided, further, that the Company determines that any
                  such encumbrance or restriction will not materially affect the
                  ability of the Company to make any anticipated payments of
                  principal or interest on the Notes;

                           (I)      customary restrictions contained in asset
                  sale, stock sale, merger and other similar agreements limiting
                  the transfer, disposition or distribution of

<PAGE>

                                      -73-

                  Property pending the closing of such sale, including any
                  restriction imposed with respect to such Restricted Subsidiary
                  pursuant to an agreement to dispose of all or substantially
                  all the Capital Stock or assets of such Restricted Subsidiary;

                           (J)      customary restrictions imposed on the
                  transfer of copyrighted or patented materials or other
                  intellectual property and customary provisions in agreements
                  that restrict the assignment of such agreements or any rights
                  thereunder or in leases governing leasehold interests;

                           (K)      any agreement for the sale or other
                  disposition of a Restricted Subsidiary that restricts
                  distributions of assets (including Capital Stock) by that
                  Restricted Subsidiary pending its sale or other disposition;

                           (L)      restrictions on Debt Incurred by Non-U.S.
                  Subsidiaries; provided that such restrictions are then
                  customary for Debt of such type Incurred in such jurisdiction;
                  or

                           (M)      restrictions resulting from any U.S. or
                  foreign law, rule, regulation or order applicable to the
                  Company or any Restricted Subsidiary.

                  (2)      with respect to Section 4.13(a)(4) only, to
         restrictions:

                           (A)      relating to Debt that is permitted to be
                  Incurred and secured without also securing the Notes pursuant
                  to Section 4.11 that limit the right of the debtor to dispose
                  of the Property securing such Debt;

                           (B)      encumbering Property at the time such
                  Property was acquired by the Company or any Restricted
                  Subsidiary, so long as such restrictions relate solely to the
                  Property so acquired and were not created in connection with
                  or in anticipation of such acquisition;

                           (C)      resulting from customary provisions
                  restricting subletting or assignment of leases or customary
                  provisions in other agreements that restrict assignment of
                  such agreements or rights thereunder;

                           (D)      imposed by virtue of any transfer of,
                  agreement to transfer, option or right with respect to or Lien
                  on any Property of the Company or the relevant Restricted
                  Subsidiary not otherwise prohibited by this Indenture; or

                           (E)      imposed under any Purchase Money Debt or
                  Capital Lease Obligation in the ordinary course of business
                  with respect only to the Property the subject thereof.

<PAGE>

                                      -74-

SECTION 4.14.     Limitation on Transactions with Affiliates.

                  (a)      The Company shall not, and shall not permit any
Restricted Subsidiary to, enter into or suffer to exist any transaction or
series of related transactions (including the purchase, sale, transfer,
assignment, lease, conveyance or exchange of any Property or the rendering of
any service) with, or for the benefit of, any Affiliate of the Company (an
"Affiliate Transaction"), unless:

                  (1)      the terms of such Affiliate Transaction are no less
         favorable to the Company or such Restricted Subsidiary, as the case may
         be, than those that could be obtained in a comparable arm's length
         transaction with a Person that is not an Affiliate of the Company,

                  (2)      if such Affiliate Transaction involves aggregate
         payments or value in excess of $10.0 million, a majority of the
         disinterested members of the Board of Directors of the Company or, if
         there is only one disinterested director, such disinterested director
         determines that such Affiliate Transaction complies with Section
         4.14(a)(1) of this covenant as evidenced in the minutes or other
         evidence of Board action, and

                  (3)      if such Affiliate Transaction involves aggregate
         payments or value in excess of $50.0 million, the Company obtains a
         written opinion from an Independent Financial Advisor to the effect
         that (i) the consideration to be paid or received in connection with
         such Affiliate Transaction is fair, from a financial point of view, to
         the Company or such Restricted Subsidiary, as applicable, or (ii) is
         not less favorable to the Company and its Restricted Subsidiaries than
         could reasonably be expected to be obtained at the time in an arm's
         length transaction with a Person who was not an Affiliate. For purposes
         of this Section 4.14(a)(3) only, any contract or series of related
         contracts for the rendering of services entered into in the ordinary
         course of business by the Company or any Restricted Subsidiary with any
         other Person will not be deemed to be in excess of $50.0 million if,
         when entered into, (x) the payments made or to be made by the Company
         and the Restricted Subsidiaries, and (y) the value of services
         performed by the Company and the Restricted Subsidiaries in connection
         with such contract or series of related contracts do not exceed, and
         are not then reasonably expected by the Board of Directors of the
         Company in its good faith judgment to exceed, $50.0 million.

                  (b)      Notwithstanding the foregoing limitation, the Company
or any Restricted Subsidiary may make, engage in, enter into or suffer to exist
the following:

                  (1)      any transaction or series of related transactions
         between or among the Company or one or more Restricted Subsidiaries or
         between or among two or more Restricted Subsidiaries;

<PAGE>

                                      -75-

                  (2)      any Restricted Payment permitted to be made pursuant
         to Section 4.10 hereof or any Permitted Investment;

                  (3)      the payment of reasonable compensation (including
         awards or grants in cash, securities or other payments) for the
         personal services of officers, directors, consultants and employees of
         the Company or any Restricted Subsidiary in the ordinary course of
         business;

                  (4)      entering into, or adoption or modification or
         amendment to, or transaction or other arrangements or payments or
         reimbursements pursuant to employment agreements, collective bargaining
         agreements, employee benefit plans or arrangements for employees,
         officers or directors, including vacation plans, health and life
         insurance plans, deferred compensation plans, directors' and officers'
         indemnification arrangements and retirement or savings plans, stock
         option, stock ownership and similar plans so long as the Board of
         Directors of the Company in good faith shall have approved the terms
         thereof;

                  (5)      loans and advances to officers, directors or
         employees (or guarantees of third party loans to officers, directors or
         employees) made in the ordinary course of business; provided that such
         loans and advances do not exceed $8.0 million in the aggregate at any
         one time outstanding;

                  (6)      transactions with customers, clients, suppliers or
         purchasers or sellers of goods or services, in each case in the
         ordinary course of business and otherwise in compliance with the terms
         of this Indenture, which are fair to the Company or the Restricted
         Subsidiary, as the case may be, or are on terms no less favorable than
         might reasonably have been obtained at such time from an unaffiliated
         party; provided that such transactions are approved by a majority of
         disinterested directors of the Board of Directors of the Company or, if
         there is only one disinterested director, such director;

                  (7)      payments pursuant to the Management Agreements as in
         effect on the Issue Date or any amendment or replacement thereto or any
         transaction contemplated thereby (including pursuant to any amendment
         or replacement thereto) so long as such amendment or replacement
         agreement is not materially less favorable to the Holders of the Notes
         than the original agreements in effect on the Issue Date;

                  (8)      transactions with Persons in their capacity as
         Holders of Debt or Capital Stock, of the Company or any Restricted
         Subsidiary where such Persons are treated no more favorably than
         Holders of such Debt or Capital Stock generally;

                  (9)      sale or issuance of Capital Stock (other than
         Disqualified Stock) of the Company to Affiliates of the Company;

<PAGE>

                                      -76-

                  (10)     transactions pursuant to any agreement as in effect
         on the Issue Date as the same may be amended or replaced from time to
         time in any manner not materially less favorable to the Holders of the
         Notes and any agreement or replacement thereto as in effect on the
         Issue Date and described in the Offering Memorandum under the caption
         "Certain Relationships and Related Party Transactions" and "Management
         -- Management Arrangements" or any transaction contemplated thereby,
         including pursuant to any amendment or any replacement thereto so long
         as any such amendment or replacement thereto is not materially less
         favorable to the Holders of the Notes than the original agreement as in
         effect on the Issue Date;

                  (11)     any transaction permitted by Section 5.01;

                  (12)     any tax sharing or arrangement and payments pursuant
         thereto among the Company and its Subsidiaries and other Persons
         (including Holding) with which the Company or any of its Subsidiaries
         is required or permitted to file a consolidated tax return or with
         which the Company or any of its Restricted Subsidiaries is or could be
         a part of a consolidated group for tax purposes in amounts not
         otherwise prohibited by this Indenture;

                  (13)     any change of control or severance payments made to
         employees of the Company on or after the Issue Date in connection with
         the Merger, as required by agreements in effect on the Issue Date; and

                  (14)     payment pursuant to the Fee Agreement, Subscription
         Agreements, and DG Equity Rollover Agreement each as in effect on the
         Issue Date or any amendment or replacement thereto so long as such
         amendment or replacement thereto is not materially less favorable to
         the Holders of the Notes than the original Fee Agreement, Subscription
         Agreements, and DG Equity Rollover Agreement each as in effect on the
         Issue Date.

SECTION 4.15.     Designation of Restricted and Unrestricted Subsidiaries.

                  (a)      By resolution of the Board of Directors of the
Company, any Subsidiary (or entity to become a Subsidiary) of the Company may be
designated to be an Unrestricted Subsidiary if:

                  (1)      the Subsidiary (or entity to become a Subsidiary) to
         be so designated does not own any Capital Stock or Debt of, or own or
         hold any Lien on any Property of, the Company or any Restricted
         Subsidiary and does not have any Debt other than Non-Recourse Debt, and

                  (2)      the Company would be permitted under Section 4.10 to
         make a Restricted Payment in an amount equal to the Fair Market Value
         of the Investment in such Subsidiary (or entity to become a
         Subsidiary). For the purposes of this provision, in the

<PAGE>

                                      -77-

         event the Fair Market Value of such assets exceeds $50.0 million, such
         Fair Market Value shall be determined by an Independent Financial
         Advisor.

                  Unless so designated as an Unrestricted Subsidiary, any Person
that becomes a Subsidiary of the Company will be classified as a Restricted
Subsidiary at the time it becomes a Subsidiary. If at any time an Unrestricted
Subsidiary ceases to satisfy clause (a)(1) above, unless the Company is then
able to redesignate such Unrestricted Subsidiary as a Restricted Subsidiary
pursuant to this Section 4.15, the Company shall be in default of this Section
4.15.

                  (b)      Except as provided in this Section 4.15, and except
as otherwise set forth in the definition of an "Unrestricted Subsidiary," no
Restricted Subsidiary may be redesignated as an Unrestricted Subsidiary. In
addition, neither the Company nor any Restricted Subsidiary shall at any time be
directly or indirectly liable for any Debt that provides that the holder thereof
may (with the passage of time or notice or both) declare a default thereon or
cause the payment thereof to be accelerated or payable prior to its Stated
Maturity upon the occurrence of a default with respect to any Debt, Lien or
other obligation of any Unrestricted Subsidiary (including any right to take
enforcement action against such Unrestricted Subsidiary).

                  (c)      By resolution of the Board of Directors of the
Company, any Unrestricted Subsidiary may be designated to be a Restricted
Subsidiary if, immediately after giving pro forma effect to such designation,

                  (x)      the Company could Incur at least $1.00 of additional
         Debt pursuant to Section 4.09(a) and

                  (y)      no Default or Event of Default shall have occurred
         and be continuing or would result therefrom.

                  (d)      Any such designation or redesignation will be
evidenced to the Trustee by filing with the Trustee the Board Resolutions giving
effect to such designation or redesignation and an Officers' Certificate of the
Company that:

                  (x)      certifies that such designation or redesignation
         complies with the foregoing provisions of this Section 4.15, and

                  (y)      gives the effective date of such designation or
         redesignation,

such filing with the Trustee to occur on or before the time financial statements
are filed with the Commission or the Trustee pursuant to Section 4.17 in respect
of the fiscal quarter in which such designation or redesignation is made (or, in
the case of a designation or redesignation made during the last fiscal quarter
of the fiscal year, on or before the time financial statements in respect of
such fiscal year are filed with the Commission or the Trustee pursuant to
Section 4.17).

<PAGE>

                                      -78-

SECTION 4.16.     Limitation on Company's Business.

                  The Company will not and will not permit any Restricted
Subsidiaries to engage in any business other than the business Quintiles is
engaged in on the Issue Date or a Related Business.

SECTION 4.17.     Reports.

                  Following the consummation of the Exchange Offer contemplated
by the Registration Rights Agreement, whether or not the Company is then subject
to Section 13(a) or 15(d) of the Exchange Act, the Company will electronically
file with the Commission, so long as the Notes are outstanding, the annual
reports, quarterly reports and other periodic reports that it would be required
to file with the Commission pursuant to such Section 13(a) or 15(d) if the
Company were so subject, and such documents will be filed with the Commission on
or prior to the respective dates (the "Required Filing Dates") by which the
Company would be required so to file such documents if it were so subject,
unless, in any case, such filings are not then permitted by the Commission.

                  If such filings with the Commission are not then permitted by
the Commission, or such filings are not yet required in accordance with the
above paragraph or are not generally available on the Internet free of charge,
the Company will, without charge to the Holders, within 15 days of each Required
Filing Date, transmit by mail to Holders, as their names and addresses appear in
the Note register, and file with the Trustee copies of the annual reports,
quarterly reports and other periodic reports that the Company would be required
to file with the Commission pursuant to Section 13(a) or 15(d) of the Exchange
Act if it were subject to such Section 13(a) or 15(d) and, promptly upon written
request, supply copies of such documents to any prospective Holder or beneficial
owner at the Company's cost.

                  So long as any of the Notes remain restricted under Rule 144,
the Company will make available upon request to any prospective purchaser of
Notes or beneficial owner of Notes in connection with any sale thereof the
information required by Rule 144A(d)(4) under the Securities Act.

SECTION 4.18.     Creation of Subsidiaries; Additional Subsidiary Guarantees.

                  (a)      The Company will cause (i) each future domestic
Restricted Subsidiary and (ii) any Restricted Subsidiary of the Company that
guarantees any other Debt of the Company or a domestic Restricted Subsidiary to,
at the same time, execute and deliver to the Trustee, a supplemental indenture
providing for the Guarantee of the payment of the Notes by such Restricted
Subsidiary on the same terms and conditions as set forth herein.

                  (b)      The Subsidiary Guarantee of a Subsidiary Guarantor
will be released if

<PAGE>

                                      -79-

                  (1)      any Subsidiary Guarantor is designated as an
         Unrestricted Subsidiary in accordance with Section 4.15; or

                  (2)      in connection with the sale (including, by way of
         consolidation or merger) of (A) that number of shares of Capital Stock
         of such Subsidiary Guarantor such that a Subsidiary Guarantor is no
         longer a Subsidiary of the Company or another Restricted Subsidiary or
         (B) all or substantially all of the assets of a Subsidiary Guarantor to
         a Person that is not the Company or another Restricted Subsidiary of
         the Company; provided that such sale complies with Section 4.12.

                  (c)      In the event a Subsidiary becomes a Subsidiary
Guarantor after the Issue Date solely because it Guarantees other Debt, then
upon the full and unconditional release of the Guarantee of such other Debt
(provided that the Trustee is given two Business Days' written notice of such
other release) such Subsidiary Guarantee of such Subsidiary Guarantor shall also
be released.

SECTION 4.19.     Covenant Suspension.

                  (a)      During any period of time that the Notes have
Investment Grade Ratings from the Required Rating Agencies, the Company and the
Restricted Subsidiaries will not be subject to the following provisions of the
Indenture:

         -    Section 4.08

         -    Section 4.09

         -    Section 4.10

         -    Section 4.12

         -    Section 4.13

         -    Section 4.14

         -    Section 4.15(c)(x)

         -    Section 4.16 and

         -    Section 5.01(a)(4) and (b)(4)

(collectively, the "Suspended Covenants").

<PAGE>

                                      -80-

                  (b)      In the event that the Company and the Restricted
Subsidiaries are not subject to the Suspended Covenants for any period of time
as a result of the preceding sentence and, subsequently, a Required Rating
Agency withdraws its rating or downgrades the rating assigned to the Notes so
that the Notes no longer have Investment Grade Ratings from the Required Rating
Agencies or a Default or Event of Default occurs and is continuing, then the
Company and the Restricted Subsidiaries will from such time and thereafter again
be subject to the Suspended Covenants and compliance with the Suspended
Covenants with respect to Restricted Payments made after the time of such
withdrawal, Default or Event of Default will be calculated in accordance with
Section 4.10 as though such covenant had been in effect during the entire period
of time from the Issue Date.

                                  ARTICLE FIVE

                              SUCCESSOR CORPORATION

SECTION 5.01.     Merger, Consolidation and Sale of Property.

                  (a)      The Company shall not merge or consolidate with or
into any other Person (other than a merger of a Wholly Owned Restricted
Subsidiary into the Company) or sell, transfer, assign, lease, convey or
otherwise dispose of all or substantially all its Property in any one
transaction or series of related transactions, unless:

                  (1)      the Company shall be the surviving Person (the
         "Surviving Person") or the Surviving Person (if other than the Company)
         formed by such merger or consolidation or to which such sale, transfer,
         assignment, lease, conveyance or disposition is made shall be a
         corporation organized and existing under the laws of the United States
         of America, any State thereof or the District of Columbia;

                  (2)      the Surviving Person (if other than the Company)
         expressly assumes, by supplemental indenture in form reasonably
         satisfactory to the Trustee, executed and delivered to the Trustee by
         such Surviving Person, the due and punctual payment of the principal
         amount of the Notes, any accrued and unpaid interest on such principal
         amount, according to their tenor, and the due and punctual performance
         and observance of all the covenants and conditions of this Indenture to
         be performed by such Person;

                  (3)      immediately before and after giving effect to such
         transaction or series of related transactions on a pro forma basis (and
         treating, for purposes of this Section 5.01(a)(3) and Sections
         5.01(a)(4) and (5) below, any Debt that becomes, or is anticipated to
         become, an obligation of the Surviving Person or any Restricted
         Subsidiary as a result of such transaction or series of related
         transactions as having been Incurred by the Surviving Person or
         Restricted Subsidiary at the time of such transaction or series of

<PAGE>

                                      -81-

         related transactions), no Default or Event of Default shall have
         occurred and be continuing;

                  (4)      immediately after giving effect to such transaction
         or series of related transactions on a pro forma basis, the Company or
         the Surviving Person (if other than the Company), would be able to
         Incur at least $1.00 of additional Debt pursuant to Section 4.09(a);
         provided, however, that this Section 5.01(a)(4) will not be applicable
         to (i) the Company or a Restricted Subsidiary consolidating with,
         merging into, conveying, transferring or leasing all or part of its
         properties and assets, as applicable to the Company or another
         Subsidiary Guarantor or (ii) the Company or a Restricted Subsidiary
         merging with an Affiliate of the Company that is organized in any state
         of the United States with no material assets or liabilities and which
         merger is solely for the purpose of reincorporating the Company or a
         Restricted Subsidiary in another jurisdiction; and

                  (5)      the Surviving Person shall deliver, or cause to be
         delivered, to the Trustee, in form and substance reasonably
         satisfactory to the Trustee, an Officers' Certificate and an Opinion of
         Counsel, each stating that such transaction and the supplemental
         indenture, if any, in respect thereof comply with this Section 5.01 and
         that all conditions precedent herein provided for relating to such
         transaction have been satisfied.

                  (b)      None of the Subsidiary Guarantors shall merge or
consolidate with or into any other Person or sell, transfer, assign, lease,
convey or otherwise dispose of all or substantially all its Property in any one
transaction or series of related transactions (other than (i) a merger of a
Subsidiary Guarantor with or into another Subsidiary Guarantor or the Company,
or a Wholly Owned Subsidiary (other than an Unrestricted Subsidiary) into such
Subsidiary Guarantor, (ii) a merger or consolidation of a Subsidiary Guarantor
in connection with the sale of such Subsidiary Guarantor to a non Affiliate
third party that does not become an Affiliate as a result of such transaction
and is otherwise permitted under this Indenture, (iii) any transaction which
constitutes an Asset Sale made in compliance with Section 4.12 or (iv) a merger
of a Subsidiary Guarantor with an Affiliate that is organized in any state of
the United States with no material assets or liabilities and which merger is
solely for the purpose of reincorporating such person in another jurisdiction in
the United States) unless:

                  (1)      the Surviving Person (if not such Subsidiary
         Guarantor) formed by such merger or consolidation or to which such
         sale, transfer, assignment, lease, conveyance or disposition is made
         shall be a corporation, limited liability company, trust, partnership
         or similar entity organized and existing under the laws of United
         States of America, any State thereof or the District of Columbia;

                  (2)      the Surviving Person (if other than such Subsidiary
         Guarantor) expressly assumes, by Subsidiary Guarantee in form
         satisfactory to the Trustee, executed and delivered to the Trustee by
         such Surviving Person, the due and punctual performance and

<PAGE>

                                      -82-

         observance of all the obligations of such Subsidiary Guarantor under
         its Subsidiary Guarantee;

                  (3)      immediately before and after giving effect to such
         transaction or series of related transactions on a pro forma basis (and
         treating, for purposes of this Section 5.01(b)(3) and Sections
         5.01(b)(4) and (5) below, any Debt that becomes, or is anticipated to
         become, an obligation of the Surviving Person, the Company or any
         Restricted Subsidiary as a result of such transaction or series of
         related transactions as having been Incurred by the Surviving Person,
         the Company or such Restricted Subsidiary at the time of such
         transaction or series of related transactions), no Default or Event of
         Default shall have occurred and be continuing;

                  (4)      immediately after giving effect to such transaction
         or series of related transactions on a pro forma basis, the Company
         would be able to Incur at least $1.00 of additional Debt under Section
         4.09(a); and

                  (5)      the Company shall deliver, or cause to be delivered,
         to the Trustee, in form and substance reasonably satisfactory to the
         Trustee, an Officers' Certificate and an Opinion of Counsel, each
         stating that such transaction and such Subsidiary Guarantee, if any, in
         respect thereof comply with this Section 5.01 and that all conditions
         precedent herein provided for relating to such transaction have been
         satisfied.

                  (c)      The Surviving Person shall succeed to, and be
substituted for, and may exercise every right and power of, its predecessor
under this Indenture.

SECTION 5.02.     Successor Person Substituted.

                  Upon any consolidation or merger, or any transfer of all or
substantially all of the assets of either the Company or any Restricted
Subsidiary in accordance with Section 5.01 above, the successor corporation
formed by such consolidation or into which the Company is merged or to which
such transfer is made shall succeed to, and be substituted for, and may exercise
every right and power the Company or such Restricted Subsidiary under this
Indenture with the same effect as if such successor corporation had been named
as the Company or such Restricted Subsidiary herein, and thereafter the
predecessor corporation shall be relieved of all obligations and covenants under
this Indenture and the Notes.

                                   ARTICLE SIX

                              DEFAULTS AND REMEDIES

SECTION 6.01.     Events of Default.

                  The following events shall be "Events of Default":

<PAGE>

                                      -83-

                  (1)      the Company defaults in any payment of interest on
         any Note when the same becomes due and payable and such default
         continues for a period of 30 days;

                  (2)      the Company defaults in the payment of the principal
         or premium amount of any Note when the same becomes due and payable at
         its Stated Maturity, upon acceleration, redemption, optional
         redemption, required repurchase or otherwise;

                  (3)      a breach of Section 5.01;

                  (4)      a breach of any covenant or agreement in the Notes or
         in this Indenture (other than a failure that is the subject of the
         foregoing Section 6.01(1), (2) or (3)) and such failure continues for
         60 days after written notice demanding that such default be remedied is
         given to the Company as specified in this Section 6.01;

                  (5)      a default by the Company or any Restricted Subsidiary
         under any Debt of the Company or any Restricted Subsidiary that results
         in acceleration of the final maturity of such Debt, or the failure to
         pay any such Debt at final maturity, in an aggregate principal amount
         in excess of $20 million, unless the Company or such Restricted
         Subsidiary is contesting such acceleration in good faith;

                  (6)      the Company or any Significant Subsidiary pursuant to
         or within the meaning of any Bankruptcy Law:

                           (A)      commences a voluntary insolvency proceeding;

                           (B)      consents to the entry of an order for relief
                  against it in an involuntary insolvency proceeding or consents
                  to its dissolution or winding-up;

                           (C)      consents to the appointment of a Custodian
                  of it or for any substantial part of its Property; or

                           (D)      makes a general assignment for the benefit
                  of its creditors.

         or takes any comparable action under any foreign laws relating to
         insolvency; provided, however, that the liquidation of any Restricted
         Subsidiary into another Restricted Subsidiary, other than as part of a
         credit reorganization, shall not constitute an Event of Default under
         this Section 6.01(6);

                  (7)      a court of competent jurisdiction enters an order or
         decree under any Bankruptcy Law that:

                           (A)      is for relief against any Significant
                  Subsidiary in an involuntary insolvency proceeding;
<PAGE>

                                      -84-

                           (B)      appoints a Custodian of the Company or any
                  Significant Subsidiary or for any substantial part of its
                  Property;

                           (C)      orders the winding up, liquidation or
                  dissolution of the Company or any Significant Subsidiary;

                           (D)      orders the presentation of any plan or
                  arrangement, compromise reorganization of the Company or any
                  Significant Subsidiary; or

                           (E)      grants any similar relief under any foreign
                  laws;

         and in each such case the order or decree remains unstayed and in
effect for 90 days;

                  (8)      any judgment or judgments for the payment of money in
         an unsecured aggregate amount (net of any amount covered by insurance
         issued by a reputable and creditworthy insurer that has not contested
         coverage or reserved rights with respect to the underlying claim) in
         excess of $20 million at the time are entered against the Company or
         any Restricted Subsidiary and shall not be waived, satisfied or
         discharged for any period of 60 consecutive days after such judgment
         becomes final and nonappealable; or

                  (9)      (a) any Subsidiary Guarantee from a Significant
         Subsidiary ceases to be in full force and effect (other than in
         accordance with the terms of such Subsidiary Guarantee) or (b) or any
         Subsidiary Guarantor that is a Significant Subsidiary denies or
         disaffirms its obligations under its Subsidiary Guarantee.

                  The foregoing will constitute Events of Default whatever the
reason for any such Event of Default and whether it is voluntary or involuntary
or is effected by operation of law or pursuant to any judgment, decree or order
of any court or any order, rule or regulation of any administrative or
governmental body.

                  A Default under Section 6.01(4) is not an Event of Default
until the Trustee or the Holders of at least 25% in aggregate principal amount
at maturity of the Notes then outstanding notify the Company (and in the case of
such notice by Holders, the Trustee) of the Default and the Company or the
Restricted Subsidiary, as applicable does not cure such Default within the time
specified after receipt of such notice. Such notice must specify the Default,
demand that it be remedied and state that such notice is a "Notice of Default".

                  The Company shall deliver to the Trustee, within 30 days after
the occurrence thereof, written notice in the form of an Officers' Certificate
of any Event of Default and any event that with the giving of notice or the
lapse of time would become an Event of Default, its status and what action the
Company is taking or proposes to take with respect thereto.

<PAGE>
                                      -85-

SECTION 6.02. Acceleration of Maturity; Rescission.

                  If an Event of Default with respect to the Notes (other than
an Event of Default specified in Sections 6.01(6) and 6.01(7)) shall have
occurred and be continuing, the Trustee or the registered Holders of not less
than 25% in aggregate principal amount of the Notes then outstanding may declare
to be immediately due and payable the principal amount of all the Notes then
outstanding by written notice to the Company and the Trustee, plus accrued but
unpaid interest to the date of acceleration. In case an Event of Default
specified in Sections 6.01(6) or 6.01(7) shall occur, such amount with respect
to all the Notes shall be due and payable immediately without any declaration or
other act on the part of the Trustee or the Holders of the Notes. After any such
acceleration, but before a judgment or decree based on acceleration is obtained
by the Trustee, the registered Holders of a majority in aggregate principal
amount of the Notes then outstanding may rescind and annul such acceleration if
(i) if the rescission would not conflict with any judgment or decree, (ii) if
all existing Events of Default have been cured or waived except nonpayment of
principal or interest that has become due solely because of the acceleration,
(iii) to the extent the payment of such interest is lawful, interest on overdue
installments of interest and overdue principal, which has become due otherwise
than by such declaration of acceleration, has been paid, (iv) if the Company has
paid the Trustee its reasonable compensation and reimbursed the Trustee for its
expenses, disbursements and advances and all other amounts due to the Trustee
under Section 7.07 and (v) in the event of the cure or waiver of an Event of
Default of the type described in either Section 6.01 (6) or (7), the Trustee
shall have received an Officers' Certificate to the effect that such Event of
Default has been cured or waived. No such rescission shall affect any subsequent
Default or impair any right consequent thereto.

                  In the event of a declaration of acceleration of the Notes
because an Event of Default described in Section 6.01(5) has occurred and is
continuing, the declaration of acceleration of the Notes shall be automatically
annulled if the Payment Default or other default triggering such Event of
Default pursuant to Section 6.01(5) shall be remedied or cured by the Company or
a Restricted Subsidiary or waived by the holders of the relevant Debt within the
grace period provided applicable to such default provided for in the
documentation governing such Debt and if (a) the annulment of the acceleration
of the Notes would not conflict with any judgment or decree of a court of
competent jurisdiction and (b) all existing Events of Default, except nonpayment
of principal, premium or interest on the Notes that became due solely because of
the acceleration of the Notes, have been cured or waived.

                  Subject to Section 7.01, in case an Event of Default shall
occur and be continuing, the Trustee shall be under no obligation to exercise
any of its rights or powers under this Indenture at the request or direction of
any of the Holders of the Notes, unless such Holders shall have offered to the
Trustee reasonable indemnity. Subject to Section 7.07, the Holders of a majority
in aggregate principal amount of the Notes then outstanding will have the right
to direct

<PAGE>
                                      -86-

the time, method and place of conducting any proceeding for any remedy available
to the Trustee or exercising any trust or power conferred on the Trustee with
respect to the Notes.

SECTION 6.03. Other Remedies.

                  If an Event of Default occurs and is continuing, the Trustee
may pursue any available remedy by proceeding at law or in equity to collect the
payment of principal of, or premium, if any, and interest on the Notes or to
enforce the performance of any provision of the Notes or this Indenture and may
take any necessary action requested of it as Trustee to settle, compromise,
adjust or otherwise conclude any proceedings to which it is a party.

                  The Trustee may maintain a proceeding even if it does not
possess any of the Notes or does not produce any of them in the proceeding. Any
such proceeding instituted by the Trustee may be brought in its own name and as
trustee of an express trust, and any recovery of judgment shall, after
provisions for the payment of the reasonable compensation, expenses,
disbursements of the Trustee and its counsel, be for the ratable benefit of the
Holders of the Notes in respect of which such judgment has been recovered. A
delay or omission by the Trustee or any Holder in exercising any right or remedy
accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default. No remedy is
exclusive of any other remedy. All available remedies are cumulative, to the
extent permitted by law. Any costs associated with actions taken by the Trustee
under this Section 6.03 shall be reimbursed to the Trustee by the Company.

SECTION 6.04. Waiver of Past Defaults and Events of Default.

                  Provided the Notes are not then due and payable by reason of a
declaration of acceleration, the Holders of a majority in principal amount of
Notes at the time outstanding may on behalf of the Holders of all the Notes
waive any past Default with respect to such Notes and its consequences by
providing written notice thereof to the Company and the Trustee, except a
Default (1) in the payment of interest on or the principal of any Note or (2) in
respect of a covenant or provision hereof which under this Indenture cannot be
modified or amended without the consent of the Holder of each outstanding Note
affected. In the case of any such waiver, the Company, the Trustee and the
Holders of the Notes will be restored to their former positions and rights under
this Indenture, respectively; provided that no such waiver shall extend to any
subsequent or other Default or impair any right consequent thereto.

SECTION 6.05. Control by Majority.

                  The Holders of at least a majority in aggregate principal
amount of the outstanding Notes may direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee or exercising
any trust or power conferred on the Trustee. However, the Trustee may refuse to
follow any direction that conflicts with law or this Indenture, that may involve
the Trustee in personal liability, or that the Trustee determines in good faith

<PAGE>
                                      -87-

may be unduly prejudicial to the rights of Holders of the Notes not joining in
the giving of such direction and may take any other action it deems proper that
is not inconsistent with any such direction received from Holders of the Notes.

SECTION 6.06. Limitation on Suits.

                  No Holder of Notes will have any right to institute any
proceeding with respect to this Indenture, or for the appointment of a receiver
or trustee, or for any remedy hereunder unless:

                  (1)      the Holder gives the Trustee written notice of a
         continuing Event of Default;

                  (2)      the Holders of at least 25% in aggregate principal
         amount of outstanding Notes make a written request to the Trustee to
         institute such proceeding or to pursue such remedy as trustee;

                  (3)      such Holder or Holders offer the Trustee indemnity
         satisfactory to the Trustee against any costs, liability or expense;

                  (4)      the Trustee does not comply with the request within
         60 days after receipt of the request and the offer of indemnity; and

                  (5)      during such 60-day period, the Holders of at least a
         majority in aggregate principal amount of the outstanding Notes do not
         give the Trustee a direction that is inconsistent with the request.

                  However, such limitations do not apply to a suit instituted by
a Holder of any Note for enforcement of payment of the principal of, and
premium, if any, or interest on, such Note on or after the respective due date
expressed in such Note. A Holder may not use this Indenture to prejudice the
rights of another Holder or to obtain a preference or priority over another
Holder.

SECTION 6.07. No Personal Liability of Directors, Officers, Employees and
              Stockholders.

                  No director, officer, employee or stockholder of the Company,
or any Subsidiary Guarantor, shall have any liability for any obligations of the
Company, or any Subsidiary Guarantor, under the Notes, the Subsidiary Guarantees
or this Indenture or for any claim based on, in respect of, or by reason of,
such obligations or their creation. Each Holder of Notes by accepting a Note
waives and releases all such liability. The waiver and release are part of the
consideration for issuance of the Notes. The waiver may not be effective to
waive liabilities under the U.S. federal securities laws.

<PAGE>
                                      -88-

SECTION 6.08. Rights of Holders To Receive Payment.

                  Notwithstanding any other provision of this Indenture, the
right of any Holder of a Note to receive payment of the principal of or premium,
if any, or interest, if any, on such Note or to bring suit for the enforcement
of any such payment, on or after the due date expressed in the Notes shall not
be impaired or affected without the consent of the Holder.

SECTION 6.09. Collection Suit by Trustee.

                  If an Event of Default in payment of principal, premium or
interest specified in Section 6.01(1) or (2) occurs and is continuing, the
Trustee may recover judgment in its own name and as trustee of an express trust
against the Company or any Subsidiary Guarantor (or any other obligor on the
Notes) for the whole amount of unpaid principal and accrued interest remaining
unpaid.

SECTION 6.10. Trustee May File Proofs of Claim.

                  The Trustee may file such proofs of claim and other papers or
documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 7.07) and the Holders allowed in any
judicial proceedings relative to the Company or any Subsidiary Guarantor (or any
other obligor upon the Notes), its creditors or its Property and, unless
prohibited by law, shall be entitled and empowered to collect and receive any
monies or other Property payable or deliverable on any such claims and to
distribute the same after deduction of its charges and expenses to the extent
that any such charges and expenses are not paid out of the estate in any such
proceedings and any custodian in any such judicial proceeding is hereby
authorized by each Holder to make such payments to the Trustee, and in the event
that the Trustee shall consent to the making of such payments directly to the
Holders, to pay to the Trustee any amount due to it for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, and any other amounts due the Trustee under Section 7.07.

                  Nothing herein contained shall be deemed to authorize the
Trustee to authorize or consent to or accept or adopt on behalf of any Holder
any plan or reorganization, arrangement, adjustment or composition affecting the
Notes or the rights of any Holder thereof, or to authorize the Trustee to vote
in respect of the claim of any Holder in any such proceedings. All rights of
action and claims under this Indenture or the Notes may be prosecuted and
enforced by the Trustee without the possession of any of the Notes thereof in
any proceeding relating thereto, and any such proceeding instituted by the
Trustee shall be brought in its own name as trustee of an express trust, and any
recovery of judgment shall, after provision for the payment of the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, be for the ratable benefit of the Holders in respect of which such
judgment has been recovered.

<PAGE>
                                      -89-

SECTION 6.11. Priorities.

                  If the Trustee collects any money pursuant to this Article
Six, it shall pay out the money in the following order:

                  FIRST: to the Trustee for amounts due under Section 7.07;

                  SECOND: to Holders for amounts due and unpaid on the Notes for
         principal, premium, if any, and interest (including Additional
         Interest, if any) as to each, ratably, without preference or priority
         of any kind, according to the amounts due and payable on the Notes; and

                  THIRD: to the Company or, to the extent the Trustee collects
         any amount from any Subsidiary Guarantor, to such Subsidiary Guarantor.

                  The Trustee may fix a record date and payment date for any
payment to Holders pursuant to this Section 6.11.

SECTION 6.12. Undertaking for Costs.

                  In any suit for the enforcement of any right or remedy under
this Indenture or in any suit against the Trustee for any action taken or
omitted by it as Trustee, a court in its discretion may require the filing by
any party litigant in the suit of an undertaking to pay the costs of the suit,
and the court in its discretion may assess reasonable costs, including
reasonable attorneys' fees and expenses, against any party litigant in the suit,
having due regard to the merits and good faith of the claims or defenses made by
the party litigant. This Section 6.12 does not apply to a suit by the Trustee, a
suit by a Holder pursuant to Section 6.08 or a suit by Holders of more than 10%
in principal amount of the Notes then outstanding.

                                  ARTICLE SEVEN

                                     TRUSTEE

SECTION 7.01. Duties of Trustee.

                  (a)      If an Event of Default actually known to a
Responsible Officer of the Trustee has occurred and is continuing, the Trustee
shall exercise such of the rights and powers vested in it by this Indenture and
use the same degree of care and skill in their exercise as a prudent person
would exercise or use under the circumstances in the conduct of such Person's
own affairs.

                  (b)      Except during the continuance of an Event of Default:

<PAGE>
                                      -90-

                  (1)      The Trustee need perform only such duties as are
         specifically set forth in this Indenture and no others.

                  (2)      In the absence of bad faith or willful misconduct on
         its part, the Trustee may conclusively rely, as to the truth of the
         statements and the correctness of the opinions expressed therein, upon
         certificates or opinions furnished to the Trustee and conforming to the
         requirements of this Indenture but, in the case of any such
         certificates or opinions which by any provision hereof are specifically
         required to be furnished to the Trustee, the Trustee shall be under a
         duty to examine the same to determine whether or not they conform on
         their face to the requirements of this Indenture (but need not confirm
         or investigate the accuracy of mathematical calculations or other facts
         stated therein). Whenever in the administration of this Indenture the
         Trustee shall deem it desirable that a matter be proved or established
         prior to taking, suffering or omitting any action hereunder, the
         Trustee (unless other evidence be herein specifically prescribed) may,
         in the absence of bad faith on its part, conclusively rely upon an
         Officers' Certificate, subject to the requirement in the preceding
         sentence, if applicable.

                  (c)      The Trustee may not be relieved from liability for
its own negligent action, its own negligent failure to act, or its own willful
misconduct, except that:

                  (1)      This paragraph does not limit the effect of Section
         7.01(b).

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

                  (3)      The Trustee shall not be liable with respect to any
         action it takes or omits to take in good faith in accordance with a
         direction of the Holders of a majority in aggregate principal amount of
         the Notes received by it pursuant to the terms hereof.

                  (4)      No provision of this Indenture shall require the
         Trustee to expend or risk its own funds or otherwise incur any
         financial liability in the performance of any of its rights, powers or
         duties if it shall have reasonable grounds for believing that repayment
         of such funds or adequate indemnity satisfactory to it against such
         risk or liability is not reasonably assured to it.

                  (d)      Whether or not therein expressly so provided,
Sections 7.01(a), (b), (c) and (e) shall govern every provision of this
Indenture that in any way relates to the Trustee.

                  (e)      The Trustee shall be under no obligation to exercise
any of the rights or powers vested in it by this Indenture at the request or
direction of any of the Holders pursuant to this Indenture, unless such Holders
shall have offered to the Trustee security or indemnity

<PAGE>
                                      -91-

satisfactory to the Trustee against the costs, expenses and liabilities which
might be incurred by it in compliance with such request.

                  (f)      The Trustee shall not be liable for interest on any
money received by it except as the Trustee may agree in writing with the Company
or any Subsidiary Guarantor. Money held in trust by the Trustee need not be
segregated from other funds except to the extent required by the law.

SECTION 7.02. Rights of Trustee.

                  Subject to Section 7.01:

                  (1)      The Trustee may conclusively rely on any document
         (whether in its original or facsimile form) reasonably believed by it
         to be genuine and to have been signed or presented by the proper
         person. The Trustee need not investigate any fact or matter stated in
         the document.

                  (2)      Before the Trustee acts or refrains from acting, it
         may request an Officers' Certificate or an Opinion of Counsel, or both,
         which shall conform to the provisions of Section 12.05. The Trustee
         shall be protected and shall not be liable for any action it takes or
         omits to take in good faith in reliance on such certificate or opinion.

                  (3)      The Trustee may act through its attorneys and agents
         and shall not be responsible for the misconduct or negligence of any
         agent appointed by it with due care.

                  (4)      The Trustee shall not be liable for any action it
         takes or omits to take in good faith which it reasonably believes to be
         authorized or within its rights or powers; provided that the Trustee's
         conduct does not constitute willful misconduct, negligence or bad
         faith.

                  (5)      The Trustee may consult with counsel of its
         selection, and the advice or opinion of such counsel with respect to
         legal matters relating to the Notes or this Indenture shall be full and
         complete authorization and protection from liability in respect of any
         action taken, omitted or suffered by it hereunder in good faith and in
         accordance with the advice or opinion of such counsel.

                  (6)      The rights, privileges, protections, immunities and
         benefits given to the Trustee, including, without limitation, its right
         to be indemnified, are extended to, and shall be enforceable by, the
         Trustee in each of its capacities hereunder, and each agent, custodian
         and other person employed to act hereunder.

                  (7)      The Trustee shall not be bound to make any
         investigation into the facts or matters stated in any resolution,
         certificate, statement, instrument, opinion, report, notice,

<PAGE>
                                      -92-

         request, direction, consent, order, bond, debenture, note, other
         evidence of indebtedness or other paper or document, but the Trustee,
         in its discretion, may make such further inquiry or investigation into
         such facts or matters as it may see fit, and, if the Trustee shall
         determine to make such further inquiry or investigation, it shall be
         entitled to examine the books records, and premises of the Company,
         personally or by agent or attorney at the sole cost of the Company and
         shall incur no liability or additional liability of any kind by reason
         of such inquiry or investigation.

                  (8)      The Trustee shall not be liable for any action taken,
         suffered, or omitted to be taken by it in good faith and reasonably
         believed by it to be authorized or within the discretion or rights or
         powers conferred upon it by this Indenture.

                  (9)      The Trustee shall not be deemed to have notice of any
         Default or Event of Default unless a Responsible Officer of the Trustee
         has actual knowledge thereof or unless written notice of any event
         which is in fact such a default is received by the Trustee at the
         Corporate Trust Office of the Trustee, and such notice references the
         Securities and this Indenture.

                  (10)     the Trustee may request that the Company deliver an
         Officers' Certificate setting forth the names of individuals and/or
         titles of officers authorized at such time to take specified actions
         pursuant to this Indenture, which Officers' Certificate may be signed
         by any person authorized to sign an Officers' Certificate, including
         any person specified as so authorized in any such certificate
         previously delivered and not suspended.

SECTION 7.03. Individual Rights of Trustee.

                  The Trustee in its individual or any other capacity may become
the owner or pledgee of Notes and may make loans to, accept deposits from,
perform services for or otherwise deal with either of the Company or any
Subsidiary Guarantor, or any Affiliate thereof, with the same rights it would
have if it were not Trustee. Any Agent may do the same with like rights. The
Trustee, however, shall be subject to Sections 7.10 and 7.11.

SECTION 7.04. Trustee's Disclaimer.

                  The Trustee shall not be responsible for and makes no
representation as to the validity or adequacy of this Indenture or the Notes or
any Subsidiary Guarantee, it shall not be accountable for the Company's or any
Subsidiary Guarantor's use of the proceeds from the sale of Notes or any money
paid to the Company or any Subsidiary Guarantor pursuant to the terms of this
Indenture and it shall not be responsible for any statement in the Notes,
Subsidiary Guarantee or this Indenture other than its certificate of
authentication, except that the Trustee represents that it is duly authorized to
execute and deliver this Indenture, authenticate the Notes and perform its
obligations hereunder and that the statements made by it in any Statement of

<PAGE>
                                      -93-

Eligibility and Qualification on Form T-1 to be supplied to the Company will be
true and accurate subject to the qualifications set forth therein.

SECTION 7.05. Notice of Defaults.

                  If a Default occurs and is continuing and if it is known to
the Trustee, the Trustee shall give to each Holder a notice of the Default
within 90 days after it occurs in the manner and to the extent provided in the
TIA and otherwise as provided in this Indenture. Except in the case of a Default
in payment of the principal of or interest on any Note (including payments
pursuant to a redemption or repurchase of the Notes pursuant to the provisions
of this Indenture), the Trustee may withhold the notice if and so long as a
committee of its Responsible Officers in good faith determines that withholding
the notice is in the interests of Holders.

SECTION 7.06. Reports by Trustee to Holders.

                  If required by TIA Section 313(a), within 60 days after May 15
of any year, commencing 2004 the Trustee shall mail to each Holder a brief
report dated as of such date that complies with TIA Section 313(a). The Trustee
also shall comply with TIA Section 313(b)(2). The Trustee shall also transmit by
mail all reports as required by TIA Section 313(c) and TIA Section 313(d).

                  Reports pursuant to this Section 7.06 shall be transmitted by
mail:

                  (1)      to all Holders of Notes, as the names and addresses
         of such Holders appear on the Registrar's books; and

                  (2)      to such Holders of Notes as have, within the two
         years preceding such transmission, filed their names and addresses with
         the Trustee for that purpose.

                  A copy of each report at the time of its mailing to Holders
shall be filed with the Commission and each stock exchange on which the Notes
are listed. The Company shall promptly notify the Trustee when the Notes are
listed on any stock exchange or delisted therefrom.

SECTION 7.07. Compensation and Indemnity.

                  The Company and the Subsidiary Guarantors shall pay to the
Trustee and Agents from time to time such compensation for their services
hereunder (which compensation shall not be limited by any provision of law in
regard to the compensation of a trustee of an express trust) as shall be agreed
upon in writing. The Company and the Subsidiary Guarantors shall reimburse the
Trustee and Agents upon request for all reasonable disbursements, expenses and
advances incurred or made by them in connection with the Trustee's duties under
this Indenture, including the reasonable compensation, disbursements and
expenses of the Trustee's agents and external

<PAGE>
                                      -94-

counsel, except any expense disbursement or advance as may be attributable to
its willful misconduct, negligence or bad faith.

                  The Company and the Subsidiary Guarantors, jointly and
severally, shall fully indemnify each of the Trustee and any predecessor Trustee
for, and hold each of them harmless against, any and all loss, damage, claim,
liability or expense, including without limitation taxes (other than taxes based
on the income of the Trustee or such Agent) and reasonable attorneys' fees and
expenses incurred by each of them in connection with the acceptance or
performance of its duties under this Indenture including the reasonable costs
and expenses of defending itself against any claim or liability in connection
with the exercise or performance of any of its powers or duties hereunder
(including, without limitation, settlement costs). The Trustee or Agent shall
notify the Company and the Subsidiary Guarantors in writing promptly of any
claim (a "Claim") of which a Responsible Officer of the Trustee has actual
knowledge asserted against the Trustee or Agent for which it may seek indemnity;
provided that the failure by the Trustee or Agent to so notify the Company and
the Subsidiary Guarantors shall not relieve the Company and Subsidiary
Guarantors of their obligations hereunder except to the extent the Company and
the Subsidiary Guarantors are actually prejudiced thereby. In the event that a
conflict of interest exists, the Trustee may have separate counsel, which
counsel must be reasonably acceptable to the Company and the Company shall pay
the reasonable fees and expenses of such counsel. In all other cases, unless it
elects not to, the Company shall be entitled to retain counsel and control the
defense of any action upon which the referent Claim is based.

                  Notwithstanding the foregoing, the Company and the Subsidiary
Guarantors need not reimburse the Trustee for any expense or indemnify it
against any loss or liability to have been incurred by the Trustee through its
own willful misconduct, negligence or bad faith.

                  To secure the payment obligations of the Company and the
Subsidiary Guarantors in this Section 7.07, the Trustee shall have a lien prior
to the Notes on all money or Property held or collected by the Trustee and such
money or Property held in trust to pay principal of and interest on particular
Notes.

                  The obligations of the Company and the Subsidiary Guarantors
under this Section 7.07 to compensate and indemnify the Trustee, Agents and each
predecessor Trustee and to pay or reimburse the Trustee, Agents and each
predecessor Trustee for expenses, disbursements and advances shall be joint and
several liabilities of the Company and each of the Subsidiary Guarantors and
shall survive the resignation or removal of the Trustee and the satisfaction,
discharge or other termination of this Indenture, including any termination or
rejection hereof under any Bankruptcy Law.

                  When the Trustee incurs expenses or renders services after an
Event of Default specified in Section 6.01(6) or (7) occurs, the expenses and
the compensation for the services are intended to constitute expenses of
administration under any Bankruptcy Law.

<PAGE>
                                      -95-

                  For purposes of this Section 7.07, the term "Trustee" shall
include any trustee appointed pursuant to this Article Seven.

SECTION 7.08. Replacement of Trustee.

                  The Trustee shall comply with Section 313(b) of the TIA, to
the extent applicable.

                  The Trustee may resign by so notifying the Company and the
Subsidiary Guarantors in writing no later than 15 Business Days prior to the
date of the proposed resignation. The Holders of a majority in principal amount
of the outstanding Notes may remove the Trustee by notifying the Company and the
removed Trustee in writing and may appoint a successor Trustee with the
Company's written consent, which consent shall not be unreasonably withheld. The
Company may remove the Trustee at its election if:

                  (1)      the Trustee fails to comply with Section 7.10 or
         Section 310 of the TIA;

                  (2)      the Trustee is adjudged bankrupt or insolvent or an
         order for relief is entered with respect to the Trustee under
         Bankruptcy Law;

                  (3)      a receiver or other public officer takes charge of
         the Trustee or its Property; or

                  (4)      the Trustee otherwise becomes incapable of acting.

                  If the Trustee resigns or is removed or if a vacancy exists in
the office of Trustee for any reason, the Company shall promptly appoint a
successor Trustee.

                  If a successor Trustee does not take office within 60 days
after the retiring Trustee resigns or is removed, the retiring Trustee, the
Company, the Subsidiary Guarantors or the Holders of a majority in principal
amount of the outstanding Notes may petition at the expense of the Company any
court of competent jurisdiction for the appointment of a successor Trustee.

                  If the Trustee fails to comply with Section 7.10, any Holder
may petition any court of competent jurisdiction for the removal of the Trustee
and the appointment of a successor Trustee.

                  A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company and the Subsidiary
Guarantors. Immediately following such delivery, the retiring Trustee shall,
subject to its rights under Section 7.07, transfer all Property held by it as
Trustee to the successor Trustee, the resignation or removal of the retiring
Trustee shall become effective, and the successor Trustee shall have all the
rights, powers and duties of the Trustee under this Indenture. A successor
Trustee shall mail notice of its succession to each

<PAGE>
                                      -96-

Holder. Notwithstanding replacement of the Trustee pursuant to this Section
7.08, the Company's obligations under Section 7.07 shall continue for the
benefit of the retiring Trustee.

SECTION 7.09. Successor Trustee by Consolidation, Merger, etc.

                  If the Trustee consolidates with, merges or converts into, or
transfers all or substantially all of its corporate trust assets to, another
corporation, subject to Section 7.10, the successor corporation without any
further act shall be the successor Trustee; provided such entity shall be
otherwise qualified and eligible under this Article Seven.

SECTION 7.10. Eligibility; Disqualification.

                  This Indenture shall always have a Trustee who satisfies the
requirements of TIA Section 310(a)(1), (2) and (5) in every respect. The Trustee
(together with its corporate parent) shall have a combined capital and surplus
of at least $50 million as set forth in the most recent applicable published
annual report of condition. The Trustee shall comply with TIA Section 310(b),
including the provision in Section 310(b)(1).

SECTION 7.11. Preferential Collection of Claims Against Company.

                  The Trustee shall comply with TIA Section 311(a), excluding
any creditor relationship listed in TIA Section 311(b). A Trustee who has
resigned or been removed shall be subject to TIA Section 311(a) to the extent
indicated therein.

SECTION 7.12. Paying Agents.

                  The Company shall cause each Paying Agent other than the
Trustee to execute and deliver to it and the Trustee an instrument in which such
agent shall agree with the Trustee, subject to the provisions of this Section
7.12:

                  (A)      that it will hold all sums held by it as agent for
         the payment of principal of, or premium, if any, or interest on, the
         Notes (whether such sums have been paid to it by the Company or by any
         obligor on the Notes) in trust for the benefit of Holders of the Notes
         or the Trustee;

                  (B)      that it will at any time during the continuance of
         any Event of Default, upon written request from the Trustee, deliver to
         the Trustee all sums so held in trust by it together with a full
         accounting thereof; and

                  (C)      that it will give the Trustee written notice within
         three (3) Business Days of any failure of the Company (or by any
         obligor on the Notes) in the payment of any installment of the
         principal of, premium, if any, or interest on, the Notes when the same
         shall be due and payable.

<PAGE>
                                      -97-

                                  ARTICLE EIGHT

                             MODIFICATION AND WAIVER

SECTION 8.01. Without Consent of Holders.

                  (a)      The Company and the Trustee may amend this Indenture
without the consent of any Holder, for any of the following purposes to:

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

                  (2)      comply with Section 5.01;

                  (3)      provide for uncertificated Notes in addition to or in
         place of certificated Notes;

                  (4)      add additional Subsidiary Guarantees with respect to
         the Notes;

                  (5)      secure the Notes;

                  (6)      add to the covenants of the Company or the Subsidiary
         Guarantors for the benefit of the Holders of the Notes or to surrender
         any right or power conferred upon the Company or the Subsidiary
         Guarantors;

                  (7)      make any change that does not adversely affect the
         rights of any Holder of the Notes in any material respect;

                  (8)      comply with any requirement of the Commission in
         connection with the qualification of this Indenture under the Trust
         Indenture Act;

                  (9)      provide for the issuance of Additional Notes in
         accordance with this Indenture, including the issuance of Additional
         Notes as restricted securities under the Securities Act and
         substantially identical Additional Notes pursuant to an Exchange Offer
         registered with the Commission; or

                  (10)     evidence and provide the acceptance of the
         appointment of a successor Trustee pursuant to the terms of this
         Indenture.

SECTION 8.02. With Consent of Holders.

                  (a)      This Indenture may be amended with the consent of the
registered Holders of a majority in aggregate principal amount of the Notes then
outstanding (including consents obtained in connection with a tender offer or
exchange offer for the Notes) and any past default or compliance with any
provisions may also be waived (except a default in the payment of

<PAGE>
                                      -98-

principal, premium or interest and under Section 8.02(b) below) with the consent
of the registered Holders of at least a majority in aggregate principal amount
of the Notes then outstanding.

                  (b)      However, without the consent of each Holder of an
outstanding Note, no amendment may,

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

                  (2)      reduce the rate of or change the time for payment of
         interest on any Note,

                  (3)      reduce the principal of or change the Stated Maturity
         of any Note,

                  (4)      make any Note payable in money other than that stated
         in the Note,

                  (5)      impair the right of any Holder of the Notes to
         receive payment of principal of and interest on such Holder's Notes on
         or after the due dates therefor or to institute suit for the
         enforcement of any payment on or with respect to such Holder's Notes or
         the Subsidiary Guarantees,

                  (6)      (A) release any Subsidiary Guarantor that is a
         Significant Subsidiary from its obligations under the Subsidiary
         Guarantees or this Indenture other than pursuant to the terms of this
         Indenture, or (B) release any security interest that may have been
         granted in favor of the Holders of the Notes pursuant to Section 4.11
         other than pursuant to the terms of this Indenture,

                  (7)      modify the provisions of Section 4.08 or the related
         definitions at any time on or after the Company is obligated to make a
         Change of Control Offer, or

                  (8)      modify or change any provision of this Indenture or
         the related definitions affecting the subordination or ranking of the
         Notes or any Subsidiary Guarantee in a manner which adversely affects
         the Holders.

                  (c)      The consent of the Holders of the Notes shall not be
necessary to approve the particular form of any proposed amendment. It shall be
sufficient if such consent approves the substance of the proposed amendment.

                  (d)      After an amendment that requires the consent of the
Holders of Notes becomes effective, the Company shall mail to each registered
Holder of the Notes at such Holder's address appearing in the security register
a notice briefly describing such amendment. However, the failure to give such
notice to all Holders of the Notes, or any defect therein, shall not impair or
affect the validity of the amendment.

<PAGE>
                                      -99-

                  (e)      Upon the written request of the Company accompanied
by a board resolution authorizing the execution of any such supplemental
indenture, and upon the receipt by the Trustee of evidence reasonably
satisfactory to the Trustee of the consent of the Holders as aforesaid and upon
receipt by the Trustee of the documents described in Section 8.06, the Trustee
shall join with the Company in the execution of such supplemental indenture
unless such supplemental indenture affect the Trustee's own rights, duties or
immunities under this Indenture, in which case the Trustee may, but shall not be
obligated to, enter into such supplemental indenture.

                  Notwithstanding the foregoing, without the consents of the
requisite lenders under the Credit Agreement, no amendment may be made to the
subordination provisions described in Section 10.06 and Article XI.

SECTION 8.03. Compliance with Trust Indenture Act.

                  Every amendment or supplement to this Indenture or the Notes
shall comply with the TIA as then in effect.

SECTION 8.04. Revocation and Effect of Consents.

                  (a)      After an amendment, supplement, waiver or other
action becomes effective, a consent to it by a Holder of a Note is a continuing
consent conclusive and binding upon such Holder and every subsequent Holder of
the same Note or portion thereof, and of any Note issued upon the transfer
thereof or in exchange therefor or in place thereof, even if notation of the
consent is not made on any such Note.

                  (b)      The Company may, but shall not be obligated to, fix a
record date for the purpose of determining the Holders entitled to consent to
any amendment, supplement, or waiver. If a record date is fixed, then,
notwithstanding the preceding paragraph, those Persons who were Holders at such
record date (or their duly designated proxies), and only such Persons, shall be
entitled to consent to such amendment, supplement, or waiver or to revoke any
consent previously given, whether or not such Persons continue to be Holders
after such record date. No such consent shall be valid or effective for more
than 90 days after such record date unless the consent of the requisite number
of Holders has been obtained.

SECTION 8.05. Notation on or Exchange of Notes.

                  If an amendment, supplement or waiver changes the terms of a
Note, the Trustee (in accordance with the specific written direction of the
Company) shall request the Holder of the Note (in accordance with the specific
written direction of the Company) to deliver it to the Trustee. In such case,
the Trustee shall place an appropriate notation on the Note about the changed
terms and return it to the Holder. Alternatively, if the Company or the Trustee
so determines, the Company in exchange for the Note shall issue, the Guarantors
shall endorse and

<PAGE>
                                     -100-

the Trustee shall authenticate a new Note that reflects the changed terms.
Failure to make the appropriate notation or issue a new Note shall not affect
the validity and effect of such amendment, supplement or waiver.

SECTION 8.06. Trustee To Sign Amendments, etc.

                  The Trustee shall sign any amendment, supplement or waiver
authorized pursuant to this Article Eight if the amendment, supplement or waiver
does not affect the rights, duties, liabilities or immunities of the Trustee. If
it does affect the rights, duties, liabilities or immunities of the Trustee, the
Trustee may, but need not, sign such amendment, supplement or waiver. In signing
or refusing to sign such amendment, supplement or waiver the Trustee shall be
entitled to receive and, subject to Section 7.01, shall be fully protected in
relying upon an Officers' Certificate and an Opinion of Counsel stating, in
addition to the matters required by Section 12.04, that such amendment,
supplement or waiver is authorized or permitted by this Indenture and is a
legal, valid and binding obligation of the Company and the Subsidiary
Guarantors, enforceable against the Company and the Subsidiary Guarantors in
accordance with its terms (subject to customary exceptions).

                                  ARTICLE NINE

                       DISCHARGE OF INDENTURE; DEFEASANCE

SECTION 9.01. Discharge of Liability on Notes; Defeasance.

                  (a)      This Indenture shall be discharged and shall cease to
be of further effect as to all Notes, and Subsidiary Guarantees, issued
hereunder when:

                  (i)      either (x) all Notes that have been authenticated,
         except lost, stolen or destroyed Notes that have been replaced or paid
         and Notes for whose payment money has been deposited in trust and
         thereafter repaid to the Company, have been delivered to the Trustee
         for cancellation; or (y) all Notes that have not been delivered to the
         Trustee for cancellation have become due and payable by reason of the
         mailing of a notice of redemption or otherwise or will become due and
         payable within one year and the Company or any Subsidiary Guarantor has
         irrevocably deposited or caused to be deposited with the Trustee as
         trust funds in trust solely for the benefit of the Holders, cash in
         U.S. dollars, non-callable Government Obligations, or a combination of
         cash in U.S. dollars and non-callable Government Obligations, in
         amounts as will be sufficient without consideration of any reinvestment
         of interest, to pay and discharge the entire indebtedness on the Notes
         not delivered to the Trustee for cancellation for principal, premium,
         if any, and accrued interest to the date of maturity or redemption;

                  (ii)     no Default or Event of Default has occurred and is
         continuing on the date of the deposit and after giving effect thereto,
         other than a Default or Event of Default

<PAGE>
                                      -101-

         resulting from the borrowing of funds to be applied to such deposit and
         guaranteeing of any lien securing such borrowing;

                  (iii)    the Company or the Subsidiary Guarantors have paid or
         caused to be paid all sums payable by them under this Indenture; and

                  (iv)     in the event of a deposit as provided in clause
         (i)(x) above the Company has delivered irrevocable instructions to the
         Trustee under this Indenture to apply the deposited money toward the
         payment of the Notes at maturity or the Redemption Date, as the case
         may be.

                  In addition, at the cost and expense of the Company, the
Company must deliver an Officers' Certificate and an Opinion of Counsel to the
Trustee stating that all conditions precedent to satisfaction and discharge have
been satisfied.

                  Subject to Sections 9.01(c) and 9.02, the Company may, at its
option and at any time, elect to terminate some or all of its obligations and
the obligations of the Subsidiary Guarantors under the outstanding Notes, the
Subsidiary Guarantees and this Indenture (hereinafter, "Legal Defeasance")
except for obligations under Sections 2.04, 2.07 and 2.08 and obligations under
the TIA. At any time, the Company may terminate its and the Subsidiary
Guarantors' obligations (i) under Sections 4.08 through 4.19, (ii) under
Sections 6.01(5), (6) and (7), (8) (with respect to Significant Subsidiaries)
and (9) and (iii) under Sections 5.01(a)(4) and (b)(4)on a date the conditions
set forth in Section 9.02 are satisfied (hereinafter, "Covenant Defeasance") and
thereafter, any omission to comply with any covenant referred to in clause
(b)(i) above will not constitute a Default or Event of Default with respect to
the Notes. The Company may exercise its Legal Defeasance option notwithstanding
its prior exercise of its Covenant Defeasance option.

                  (c)      If the Company exercises its Legal Defeasance option,
payment of the Notes may not be accelerated because of an Event of Default with
respect thereto. If the Company exercises its Covenant Defeasance option,
payment of the Notes may not be accelerated because of an Event of Default as
described in Section 6.01(3) (insofar as such Event of Default applies to
obligations under Sections 5.01(a)(4) and (b)(4)), under Section 6.01(4)
(insofar as such Event of Default applies to obligations under Sections 4.08
through 4.19), under Sections 6.01(5), (6), (7) (in the case of Sections 6.01
(6) and (7), with respect to Significant Subsidiaries only) or under Section
6.01(8) or (9) or the failure of the Company to comply with Section 5.01(b)(4).
If the Company exercises its Legal Defeasance option, each Subsidiary Guarantor,
if any, shall be released from all its obligations under its Subsidiary
Guarantee, and the Trustee shall execute a release of such Subsidiary Guarantee.
If the Company exercises its Covenant Defeasance option, each Subsidiary
Guarantor, if any, shall be released from its obligations under its Subsidiary
Guarantee.

<PAGE>
                                     -102-

                  (d)      Upon satisfaction of the conditions set forth herein
and upon request of the Company, the Trustee shall acknowledge in writing the
discharge of those obligations that the Company terminates.

                  (e)      Notwithstanding clauses (a) and (b) above, the
Company's obligations in Sections 2.04, 2.06, 2.07, 2.08, 7.07, 9.05 and 9.06
shall survive until such time as the Notes have been paid in full. Thereafter,
the Company's obligations in Sections 7.07, 9.05 and 9.06 shall survive.

SECTION 9.02. Conditions to Defeasance.

                  The Legal Defeasance option or the Covenant Defeasance option,
in Section 9.01, may be exercised only if:

                  (a)      the Company irrevocably deposits in trust with the
         Trustee money or Government Obligations, or a combination thereof, for
         the payment of principal of and interest on the Notes to maturity or
         redemption, as the case may be;

                  (b)      the Company delivers to the Trustee a certificate
         from an internationally recognized firm of independent certified public
         accountants expressing their opinion that the payments of principal,
         premium, if any, and interest when due and without reinvestment on the
         deposited Government Obligations plus any deposited money without
         investment will provide cash at such times and in such amounts as will
         be sufficient to pay principal, premium, if any, and interest when due
         on all the Notes to maturity or redemption, as the case may be;

                  (c)      123 days pass after the deposit is made and during
         the 123-day period no Default described in Section 6.01(7) occurs with
         respect to the Company or any other Person making such deposit which is
         continuing at the end of the period;

                  (d)      no Default or Event of Default has occurred and is
         continuing on the date of such deposit and after giving effect thereto,
         other than a Default or Event of Default resulting from the borrowing
         of funds to be applied to such deposit and the guaranteeing of any lien
         securing such borrowings;

                  (e)      such deposit does not constitute a default under any
         other material agreement or instrument binding on the Company;

                  (f)      in the case of an election of Legal Defeasance under
         Section 9.01, the Company delivers to the Trustee an Opinion of Counsel
         stating that:

                           (1)      the Company has received from, or there has
                  been published by, the Internal Revenue Service a ruling; or

<PAGE>
                                     -103-

                           (2)      since the date of this Indenture there has
                  been a change in the applicable U.S. federal income tax law,

         to the effect, in either case, that, and based thereon such Opinion of
         Counsel shall confirm that, the Holders of the Notes will not recognize
         income, gain or loss for U.S. federal income tax purposes as a result
         of such Legal Defeasance election and will be subject to U.S. federal
         income tax on the same amounts, in the same manner and at the same time
         as would have been the case if such election had not occurred;

                  (g)      in the case of an election of Covenant Defeasance
         under Section 9.01, the Company delivers to the Trustee an Opinion of
         Counsel to the effect that the Holders of the Notes will not recognize
         income, gain or loss for U.S. federal income tax purposes as a result
         of such Covenant Defeasance and will be subject to U.S. federal income
         tax on the same amounts, in the same manner and at the same times as
         would have been the case if such election had not occurred; and

                  (h)      the Company delivers to the Trustee an Officers'
         Certificate and an Opinion of Counsel, each stating that all conditions
         precedent to an election under 9.01 have been complied with as required
         by this Indenture.

SECTION 9.03. Deposited Money and Government Obligations To Be Held in Trust;
              Other Miscellaneous Provisions.

                  All money and Government Obligations (including the proceeds
thereof) deposited with the Trustee pursuant to Section 9.02(a) in respect of
the outstanding Notes shall be held in trust and applied by the Trustee, in
accordance with the provisions of such Notes and this Indenture, to the payment,
either directly or through any Paying Agent, to the Holders of such Notes, of
all sums due and to become due thereon in respect of principal, premium, if any,
and accrued interest, but such money need not be segregated from other funds
except to the extent required by law.

                  The Company and the Subsidiary Guarantors shall (on a joint
and several basis) pay and indemnify the Trustee against any tax, fee or other
charge imposed on or assessed against the Government Obligations deposited
pursuant to Section 9.02(a) or the principal, premium, if any, and interest
received in respect thereof other than any such tax, fee or other charge which
by law is for the account of the Holders of the outstanding Notes.

                  Anything in this Article Nine to the contrary notwithstanding,
the Trustee shall deliver or pay to the Company from time to time upon a request
of the Company any money or Government Obligations held by it as provided in
Section 9.02(a) which, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee, are in excess of the amount thereof which would then
be required to be deposited to effect an equivalent Legal Defeasance or Covenant
Defeasance.

<PAGE>
                                     -104-

SECTION 9.04. Reinstatement.

                  If the Trustee or Paying Agent is unable to apply any money or
Government Obligations in accordance with Section 9.01 by reason of any legal
proceeding or by reason of any order or judgment of any court or governmental
authority enjoining, restraining or otherwise prohibiting such application, the
Company's and each Subsidiary Guarantor's obligations under this Indenture, the
Notes and the Subsidiary Guarantees shall be revived and reinstated as though no
deposit had occurred pursuant to this Article Nine until such time as the
Trustee or Paying Agent is permitted to apply all such money or Government
Obligations in accordance with Section 9.01; provided that if the Company or the
Subsidiary Guarantors have made any payment of principal of, premium, if any, or
accrued interest on any Notes because of the reinstatement of their obligations,
the Company or the Subsidiary Guarantors, as the case may be, shall be
subrogated to the rights of the Holders of such Notes to receive such payment
from the money or Government Obligations held by the Trustee or Paying Agent.

SECTION 9.05. Moneys Held by Paying Agent.

                  In connection with the satisfaction and discharge of this
Indenture, all moneys then held by any Paying Agent under the provisions of this
Indenture shall, upon written demand of the Company, be paid to the Trustee, or
if sufficient moneys have been deposited pursuant to Section 9.02(a), to the
Company upon a request of the Company (or, if such moneys had been deposited by
the Subsidiary Guarantors, to such Subsidiary Guarantors), and thereupon such
Paying Agent shall be released from all further liability with respect to such
moneys.

SECTION 9.06. Moneys Held by Trustee.

                  Any moneys deposited with the Trustee or any Paying Agent or
then held by the Company or the Subsidiary Guarantors in trust for the payment
of the principal of or premium, if any, or interest on any Note that are not
applied but remain unclaimed by the Holder of such Note for two years after the
date upon which the principal of or premium, if any, or interest on such Note
shall have respectively become due and payable shall be repaid to the Company
(or, if appropriate, the Subsidiary Guarantors) upon a request of the Company,
or if such moneys are then held by the Company or the Subsidiary Guarantors in
trust, such moneys shall be released from such trust; and the Holder of such
Note entitled to receive such payment shall thereafter, as an unsecured general
creditor, look only to the Company and the Subsidiary Guarantors for the payment
thereof, and all liability of the Trustee or such Paying Agent with respect to
such trust money shall thereupon cease; provided that the Trustee or any such
Paying Agent, before being required to make any such repayment, may, at the
expense of the Company and the Subsidiary Guarantors, either mail to each Holder
affected, at the address shown in the register of the Notes maintained by the
Registrar pursuant to Section 2.04, or cause to be published once a week for two
successive weeks, in a newspaper published in the English language, customarily
published each Business Day and of general circulation in the City of New York,
New York, a notice that such money remains unclaimed and that, after a date
specified therein, which shall not be less

<PAGE>
                                     -105-

than 30 days from the date of such mailing or publication, any unclaimed balance
of such moneys then remaining will be repaid to the Company. After payment to
the Company or the Subsidiary Guarantors or the release of any money held in
trust by the Company or any Subsidiary Guarantors, as the case may be, Holders
entitled to the money must look only to the Company and the Subsidiary
Guarantors for payment as general creditors unless applicable abandoned property
law designates another Person.

                                   ARTICLE TEN

                       SUBSIDIARY GUARANTEE OF SECURITIES

SECTION 10.01. Subsidiary Guarantee.

                  The Subsidiary Guarantors, fully and unconditionally, jointly
and severally, on an unsecured senior subordinated basis, guarantee to each
Holder (i) the due and punctual payment of the principal of, premium (if any)
and interest on each Note, when and as the same shall become due and payable,
whether at maturity, by acceleration or otherwise, the due and punctual payment
of interest on the overdue principal of and interest on the Notes, to the extent
lawful, and the due and punctual payment of all other obligations and due and
punctual performance of all obligations of the Company to the Holders or the
Trustee all in accordance with the terms of such Note, this Indenture and the
Registration Rights Agreement, and (ii) in the case of any extension of time of
payment or renewal of any Notes or any of such other obligations, that the same
will be promptly paid in full when due or performed in accordance with the terms
of the extension or renewal, at stated maturity, by acceleration or otherwise.
Each Subsidiary Guarantor agrees that its obligations hereunder shall be
absolute and unconditional, irrespective of, and shall be unaffected by, any
invalidity, irregularity or unenforceability of any such Note or this Indenture,
any failure to enforce the provisions of any such Note, this Indenture or the
Registration Rights Agreement, any waiver, modification or indulgence granted to
the Company with respect thereto by the Holder of such Note, or any other
circumstances which may otherwise constitute a legal or equitable discharge of a
surety or such Subsidiary Guarantor.

                  Each Subsidiary Guarantor hereby waives diligence,
presentment, demand for payment, filing of claims with a court in the event of
merger or bankruptcy of the Company, any right to require a proceeding first
against the Company, protest or notice with respect to any such Note or the Debt
evidenced thereby and all demands whatsoever, and covenants that this Subsidiary
Guarantee will not be discharged as to any such Note except by payment in full
of the principal thereof, premium (if any) and interest thereon. Each Subsidiary
Guarantor hereby agrees that, as between such Subsidiary Guarantor, on the one
hand, and the Holders and the Trustee, on the other hand, (i) the maturity of
the obligations guaranteed hereby may be accelerated as provided in Article Six
for the purposes of this Subsidiary Guarantee, notwithstanding any stay,
injunction or other prohibition preventing such acceleration in respect of the
obligations guaranteed hereby, and (ii) in the event of any declaration of
acceleration of

<PAGE>
                                     -106-

such obligations as provided in Article Six, such obligations (whether or not
due and payable) shall forthwith become due and payable by each Subsidiary
Guarantor for the purpose of this Subsidiary Guarantee.

                  The Subsidiary Guarantee of any Subsidiary Guarantor may be
released pursuant to Section 4.18 or Section 10.03.

                  The Subsidiary Guarantors shall have the right to seek
contribution from any non-paying Subsidiary Guarantor so long as the exercise of
such right does not impair the rights of any Holder under the Subsidiary
Guarantees.

SECTION 10.02. Execution and Delivery of Subsidiary Guarantee.

                  To further evidence the Subsidiary Guarantee set forth in
Section 10.01, each Subsidiary Guarantor hereby agrees, on the Issue Date, that
a notation of such Subsidiary Guarantee, substantially in the form included in
Exhibit F hereto, shall be endorsed on each Note authenticated and delivered by
the Trustee on the Issue Date and such Subsidiary Guarantee shall be executed by
either manual or facsimile signature of an Officer or an Officer of a general
partner, as the case may be, of each Subsidiary Guarantor. The validity and
enforceability of any Subsidiary Guarantee shall not be affected by the fact
that it is not affixed to any particular Note.

                  Each of the Subsidiary Guarantors hereby agrees that its
Subsidiary Guarantee set forth in Section 10.01 shall be in full force and
effect notwithstanding any failure to endorse on each Note a notation of such
Subsidiary Guarantee.

                  If an Officer of a Subsidiary Guarantor whose signature is on
this Indenture or a Subsidiary Guarantee no longer holds that office at the time
the Trustee authenticates the Note on which such Subsidiary Guarantee is
endorsed or at any time thereafter, such Subsidiary Guarantor's Subsidiary
Guarantee of such Note shall be valid nevertheless.

                  The delivery of any Note by the Trustee, after the
authentication thereof hereunder, shall constitute due delivery of any
Subsidiary Guarantee executed in accordance with Section 10.2 set forth in this
Indenture on behalf of the Subsidiary Guarantor.

SECTION 10.03. Release of Subsidiary Guarantors.

                  The Subsidiary Guarantee of any Subsidiary Guarantor will be
automatically and unconditionally released and discharged upon any of the
following:

                  (A)      in connection with the sale of (A) that number of
         shares of Capital Stock of such Subsidiary Guarantor such that such
         Subsidiary Guarantor is no longer a Subsidiary of the Company or
         another Restricted Subsidiary or (B) all or substantially all of the
         assets of such Subsidiary Guarantor to a Person that is not the Company
         or another

<PAGE>
                                     -107-

         Restricted Subsidiary of the Company; provided that such sale complies
         with Section 4.12;

                  (B)      the designation of such Subsidiary Guarantor as an
         Unrestricted Subsidiary in accordance with the provisions of this
         Indenture;

and in each such case, the Company has delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent herein provided for relating to such transactions have been complied
with and that such release is authorized and permitted hereunder.

                  In addition, in the event a Subsidiary becomes a Subsidiary
Guarantor solely because it Guarantees other Debt, then upon the full and
unconditional release of the Guarantee of such other Debt (provided that the
Trustee is given two Business Days written notice of such other release) such
Subsidiary Guarantee of such Subsidiary Guarantor shall also be released.

                  The Trustee shall execute any documents reasonably requested
by either the Company or a Subsidiary Guarantor in order to evidence the release
of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee
endorsed on the Notes and under this Article Ten.

SECTION 10.04. Waiver of Subrogation.

                  Until all the obligations under the Notes and the Subsidiary
Guarantees are satisfied in full, each Subsidiary Guarantor hereby irrevocably
waives any claim or other rights which it may now or hereafter acquire against
the Company that arise from the existence, payment, performance or enforcement
of such Subsidiary Guarantor's obligations under its Subsidiary Guarantee and
this Indenture, including, without limitation, any right of subrogation,
reimbursement, exoneration, indemnification, and any right to participate in any
claim or remedy of any Holder of Notes against the Company, whether or not such
claim, remedy or right arises in equity, or under contract, statute or common
law, including, without limitation, the right to take or receive from the
Company, directly or indirectly, in cash or other Property or by set-off or in
any other manner, payment or Note on account of such claim or other rights. If
any amount shall be paid to any Subsidiary Guarantor in violation of the
preceding sentence and the Notes shall not have been paid in full, such amount
shall have been deemed to have been paid to such Subsidiary Guarantor for the
benefit of, and held in trust for the benefit of, the Holders of the Notes, and
shall forthwith be paid to the Trustee for the benefit of such Holders to be
credited and applied upon the Notes, whether matured or unmatured, in accordance
with the terms of this Indenture. Each Subsidiary Guarantor acknowledges that it
will receive direct and indirect benefits from the financing arrangements
contemplated by this Indenture and that the waiver set forth in this Section
10.04 is knowingly made in contemplation of such benefits.

<PAGE>
                                     -108-

SECTION 10.05. Notice to Trustee.

                  The Company or any Subsidiary Guarantor shall give prompt
written notice to the Trustee of any fact known to the Company or any such
Subsidiary Guarantor which would prohibit the making of any payment to or by the
Trustee at its Corporate Trust Office in respect of the Subsidiary Guarantees.
Notwithstanding the provisions of this Article Ten or any other provision of
this Indenture, the Trustee shall not be charged with knowledge of the existence
of any facts which would prohibit the making of any payment to or by the Trustee
in respect of the Subsidiary Guarantees, unless and until the Trustee shall have
received written notice thereof from the Company no later than one Business Day
prior to such payment; and, prior to the receipt of any such written notice, the
Trustee, subject to the provisions of this Section 10.05, and subject to the
provisions of Sections 7.01 and 7.02, shall be entitled in all respects to
assume that no such facts exist; provided, however, that if the Trustee shall
not have received the notice referred to in this Section 10.05 at least one
Business Day prior to the date upon which by the terms hereof any such payment
may become payable for any purpose under this Indenture (including, without
limitation, the payment of the principal of, premium, if any, or interest on any
Note), then, anything herein contained to the contrary notwithstanding, the
Trustee shall have full power and authority to receive such money and to apply
the same to the purpose for which such money was received and shall not be
affected by any notice to the contrary which may be received by it less than one
Business Day prior to such date.

SECTION 10.06. Subordination of Subsidiary Guarantee.

                  The obligations of each Subsidiary Guarantor under its
Subsidiary Guarantee pursuant to this Article Ten shall be junior and
subordinated to the Senior Debt of such Subsidiary Guarantor on the same basis
as the Notes are junior and subordinated to the Senior Debt of the Company. For
the purposes of the foregoing sentence, and notwithstanding anything to the
contrary contained herein, the Trustee and the Holders shall have the right to
receive and/or retain payments by any of the Subsidiary Guarantors (or any
Persons acting on their behalf) only at such times as they may receive and/or
retain payments in respect of the Notes pursuant to this Indenture, including
Article Eleven, and the Holders of Senior Debt shall have the same rights and
remedies provided for in Article Eleven.

                                 ARTICLE ELEVEN

                                  SUBORDINATION

SECTION 11.01. Notes Subordinated to Senior Debt.

                  The Debt evidenced by the Notes and the Subsidiary Guarantees
will be unsecured senior subordinated obligations of the Company and the
Subsidiary Guarantors, as the case may be. The Notes shall in all respects rank
pari passu with all other senior subordinated debt of the Company. The terms of
the subordination provisions described in this Article Eleven

<PAGE>
                                     -109-

with respect to the Company's obligations under the Notes apply equally to each
Subsidiary Guarantor and the Obligations of such Subsidiary Guarantors under
their respective Subsidiary Guarantees.

                  Anything herein to the contrary notwithstanding, the Company,
for itself and its successors, and each Holder agrees that the payment of all
Obligations owing on, or relating to, the Notes to the Holders is subordinated,
to the extent and in the manner provided in this Article Eleven, to the prior
payment in full in cash or Temporary Cash Investments (or any other
consideration acceptable to the holders of Senior Debt) of all Obligations on
Senior Debt (including all Obligations with respect to each Credit Facility),
whether outstanding on the Issue Date or thereafter Incurred. Notwithstanding
the provisions of this Article Eleven, payments and distributions made relating
to the Notes pursuant to a trust fund established under Section 9.03 pursuant to
the terms of Article Nine (so long as all of the applicable conditions contained
in Article Nine were satisfied at the time of such payment) shall not be
subordinated to Senior Debt under this Article Eleven.

                  This Article Eleven shall constitute a continuing benefit to
all Persons who become holders of, or continue to hold, Senior Debt, and such
provisions are made for the benefit of the holders of Senior Debt and such
holders are made obligees hereunder and any one or more of them may enforce such
provisions.

SECTION 11.02. Suspension of Payment When Senior Debt Is in Default.

                  (a)      Neither the Company nor any Subsidiary Guarantor
shall be permitted to pay principal of, premium, if any, or interest (or other
amounts) on the Notes or Subsidiary Guarantee, as the case may be, or make any
further deposit pursuant to Section 9.02 and may not repurchase, redeem or
otherwise retire for value or make any payment of any kind with respect to any
Notes (collectively, "pay the Notes") if:

                  (1)      a Payment Default on any Designated Senior Debt
         (including upon any acceleration of the maturity thereof) occurs and is
         continuing; or

                  (2)      any other default (other than a Payment Default) on
         any Designated Senior Debt occurs and is continuing that permits
         Holders of Designated Senior Debt to accelerate the maturity thereof (a
         "Non-payment Default") and, if the Trustee receives a notice of such
         default (a "Payment Blockage Notice") from the Representative of any
         Designated Senior Debt, then during the period (the "Payment Blockage
         Period") beginning upon the delivery of such Payment Blockage Notice
         and ending on the earliest of (x) the date on which such Non-payment
         Default is cured or waived or will have ceased to exist (so long as no
         other Non-payment Default exists), (y) 180 days after the date on which
         the applicable Payment Blockage Notice is received, and (z) the date on
         which the Trustee receives notice thereof from the Representative for
         the respective issue of Designated Senior Debt terminating the Payment
         Blockage Period, neither the

<PAGE>
                                     -110-

         Company nor any other Person on its behalf shall (i) pay the Notes or
         (ii) acquire any of the Notes for cash or Property or otherwise.

         Payments on a Note or any Subsidiary Guaranty may and shall be resumed:

                  (1) in the case of a Payment Default upon the date on which
         such default is cured or waived or will have ceased to exist; and

                  (2) in the case of a Non-payment Default, upon the termination
         of such Payment Blockage Period.

                  (b)      Notwithstanding anything herein to the contrary, (x)
in no event shall a Payment Blockage Period extend beyond 180 days from the date
the applicable Payment Blockage Notice is received by the Trustee and (y) only
one such Payment Blockage Period may be commenced in any 360-day period,
regardless of the number of defaults with respect to such period.

                  (c)      No known default (other than a Payment Default) that
existed upon the commencement of a Payment Blockage Notice (whether or not such
default is on the same Designated Senior Debt) shall be made the basis for the
commencement of any other Payment Blockage Notice, unless such default has been
cured or waived or will have ceased to exist for a period of not less than 90
consecutive days subsequent to the commencement of such initial Payment Blockage
Notice (it being acknowledged that any subsequent action, or any breach of any
financial covenants for a period commencing after the date of such Payment
Blockage Notice that, in either case, would give rise to an a default pursuant
to any provisions under which a default previously existed or was continuing
shall constitute a new a default for this purpose).

                  (d)      Unsecured Debt is not deemed to be subordinate or
junior to secured Debt merely because it is unsecured or because the secured
Debt receives priority in respect of asset sales, cash flows or other
prepayments and Debt which has different security or different priorities in the
same security will not be deemed subordinate or junior to secured Debt no matter
what the differences are.

                  (e)      If payment or distribution of the Notes is
accelerated because of an Event of Default, the Company or the Trustee shall
promptly notify the holders of Senior Debt or the Representative of such holders
of the acceleration.

                  (f)      No provision contained in this Indenture or the Notes
will affect the Company's obligation, which is absolute and unconditional, to
pay the Notes when due. The subordination provisions of this Indenture and the
Notes will not prevent the occurrence of any Default or Event of Default under
this Indenture or limit the rights of the Trustee or any Holder to pursue any
other rights or remedies with respect to the Notes.

<PAGE>
                                     -111-

                  (g)      The terms of the subordination provisions described
above will not apply to payments from money or of Government Obligations, or a
combination thereof, held in trust and deposited at a time when permitted by the
subordination provisions of this Section by the Trustee for the payment of
principal of, premium (if any) and interest on the Notes pursuant to Section
9.02.

                  (h)      In the event that, notwithstanding the foregoing, any
payment shall be received by the Trustee or any Holder when such payment is
prohibited by the foregoing provisions of this Section 11.02, such payment shall
be held in trust for the benefit of, and shall be paid over or delivered to, the
holders of Designated Senior Debt (pro rata to such holders on the basis of the
respective amount of Senior Debt held by such holders) or their respective
Representatives, as their respective interests may appear.

                  (i)      The Trustee shall be entitled to rely on information
regarding amounts then due and owing on the Senior Debt, if any, received from
the holders of Senior Debt (or their Representatives) or, if such information is
not received from such holders or their Representatives, from the Company and
only amounts included in the information provided to the Trustee shall be paid
to the holders of Senior Debt.

                  Nothing contained in this Article Eleven shall limit the right
of the Trustee or the Holders to take any action to accelerate the maturity of
the Notes and all other Obligations owing under the Notes pursuant to Article
Six or to pursue any rights or remedies hereunder (subject to the rights, if
any, under this Article Eleven, of the holders of Senior Debt in respect of
cash, Property or securities of the Company received upon the exercise of any
such remedy); provided that all Senior Debt thereafter due or declared to be due
shall first be paid in full in cash or Temporary Cash Investments before the
Holders are entitled to receive any payment of any kind or character with
respect to Obligations owing on, or with respect to, the Notes.

SECTION 11.03. Obligations Subordinated to Prior Payment of All Senior Debt on
               Dissolution, Liquidation or Reorganization of Company.

                  (a)      Upon any payment or distribution of assets of either
the Company or any Subsidiary Guarantor or its Property of any kind or
character, whether in cash, Property or securities, to creditors upon any total
or partial liquidation, dissolution, winding-up, reorganization, assignment for
the benefit of creditors or marshaling of assets of the Company or any
Subsidiary Guarantor or in a bankruptcy, reorganization, insolvency,
receivership or other similar proceeding relating to the Company or any
Subsidiary Guarantor or its assets, whether voluntary or involuntary, all
Obligations in respect of Senior Debt due or to become due shall first be paid
in full in cash, Temporary Cash Investments or any other consideration
acceptable to the holders of Senior Debt (including interest after the
commencement of any bankruptcy or other like proceeding at the rate specified in
the applicable Senior Debt whether or not such interest is an allowed claim in
any such proceeding), before any payment or distribution of any kind or
character is made on account of any Obligations on, or with respect to, the
Notes or for

<PAGE>
                                     -112-

the acquisition of any of the Notes for cash or Property or otherwise. Upon any
such dissolution, winding-up, liquidation, reorganization, receivership or
similar proceeding, any payment or distribution of assets of the Company or any
Subsidiary Guarantor of any kind or character, whether in cash, Property or
securities, to which the Holders or the Trustee would be entitled, except for
the provisions hereof, shall be paid by the Company or any Subsidiary Guarantor
or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other
Person making such payment or distribution, or by the Holders or by the Trustee
if received by it, directly to the holders of Senior Debt (pro rata to such
holders on the basis of the respective amounts of Senior Debt held by such
holders) or their respective Representatives, or to the trustee or trustees
under any indenture pursuant to which any of such Senior Debt may have been
issued, as their respective interests may appear, for application to the payment
of Senior Debt remaining unpaid until all such Senior Debt has been paid in full
in cash or Temporary Cash Investments after giving effect to any concurrent
payment, distribution or provision therefor to or for the holders of Senior
Debt.

                  (b)      To the extent any payment of Senior Debt (whether by
or on behalf of the Company, as proceeds of security or enforcement of any right
of setoff or otherwise) is declared to be fraudulent or preferential, set aside
or required to be paid to any receiver, trustee in bankruptcy, liquidating
trustee, agent or other similar Person under any bankruptcy, insolvency,
receivership, fraudulent conveyance or similar law, then, if such payment is
recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating
trustee, agent or other similar Person, the Senior Debt or part thereof
originally intended to be satisfied shall be deemed to be reinstated and
outstanding as if such payment had not occurred.

                  It is further agreed that any diminution (whether pursuant to
court decree or otherwise, including without limitation for any of the reasons
described in the preceding paragraph) of the Company's obligation to make any
distribution or payment pursuant to any Senior Debt, except to the extent such
diminution occurs by reason of the repayment (which has not been disgorged or
returned) of such Senior Debt in cash or Temporary Cash Investments, shall have
no force or effect for purposes of the subordination provisions contained in
this Article Eleven, with any turnover of payments as otherwise calculated
pursuant to this Article Eleven to be made as if no such diminution had
occurred.

                  (c)      In the event that, notwithstanding the foregoing, any
payment or distribution of assets of the Company of any kind or character,
whether in cash, Property or securities, shall be received by the Trustee or any
Holder when such payment or distribution is prohibited by this Section 11.03,
such payment or distribution shall be held in trust for the benefit of, and
shall be paid over or delivered to, the holders of Senior Debt (pro rata to such
holders on the basis of the respective amount of Senior Debt held by such
holders) or their respective Representatives, or to the trustee or trustees
under any indenture pursuant to which any of such Senior Debt may have been
issued, as their respective interests may appear, for application to the payment
of Senior Debt remaining unpaid until all such Senior Debt has been

<PAGE>
                                     -113-

paid in full in cash or Temporary Cash Investments, after giving effect to any
concurrent payment, distribution or provision therefor to or for the holders of
such Senior Debt.

SECTION 11.04. Payments May Be Paid Prior to Dissolution.

                  Nothing contained in this Article Eleven or elsewhere in this
Indenture shall prevent (i) the Company, except under the conditions described
in Sections 11.02 and 11.03, from making payments at any time for the purpose of
making payments of principal of and interest on the Obligations owing under the
Notes, or from depositing with the Trustee any monies for such payments, or (ii)
in the absence of actual knowledge by the Trustee that a given payment would be
prohibited by Section 11.02 or 11.03, the application by the Trustee of any
monies deposited with it for the purpose of making such payments of principal
of, and interest on, the Obligations owing under the Notes to the Holders
entitled thereto unless at least one Business Day prior to the date upon which
such payment would otherwise become due and payable the Trustee shall have
actually received the written notice provided for in Section 11.13, Section
11.02(a)(2) or in the last sentence of this Section 11.04 (provided that,
notwithstanding the foregoing, the Holders receiving any payments made in
contravention of Sections 11.02 and/or 11.03 (and such payments) shall otherwise
be subject to the provisions of Sections 11.02 and 11.03). The Company shall
give prompt written notice to the Trustee of any dissolution, winding-up,
liquidation or reorganization of the Company, although any delay or failure to
give any such notice shall have no effect on the subordination provisions
contained herein.

SECTION 11.05. Holders To Be Subrogated to Rights of Holders of Senior Debt.

                  Subject to the payment in full in cash or Temporary Cash
Investments of all Senior Debt, the Holders shall be subrogated to the rights of
the holders of Senior Debt to receive payments or distributions of cash,
Property or securities of the Company applicable to the Senior Debt until the
Obligations owing under the Notes shall be paid in full; and, for the purposes
of such subrogation, no such payments or distributions to the holders of the
Senior Debt by or on behalf of the Company, or by or on behalf of the Holders by
virtue of this Article Eleven, which otherwise would have been made to the
Holders shall, as between the Company and the Holders, be deemed to be a payment
by the Company to or on account of the Senior Debt, it being understood that the
provisions of this Article Eleven are and are intended solely for the purpose of
defining the relative rights of the Holders, on the one hand, and the holders of
Senior Debt, on the other hand.

SECTION 11.06. Obligations of the Company Unconditional.

                  Nothing contained in this Article Eleven or elsewhere in this
Indenture is intended to or shall impair, as among the Company, its creditors
other than the holders of Senior Debt, and the Holders, the Obligation of the
Company, which is absolute and unconditional, to pay to the Holders the
principal of and any interest on the Obligations owing under the Notes as and
when the same shall become due and payable in accordance with their terms, or is
intended to or shall

<PAGE>
                                     -114-

affect the relative rights of the Holders and creditors of the Company other
than the holders of Senior Debt, nor shall anything herein or therein prevent
any Holder or the Trustee on its behalf from exercising all remedies otherwise
permitted by applicable law upon default under this Indenture, subject to the
rights, if any, under this Article Eleven, of the holders of Senior Debt in
respect of cash, Property or securities of the Company received upon the
exercise of any such remedy.

SECTION 11.07. Reliance on Judicial Order or Certificate of Liquidating Agent.

                  Whenever a distribution is to be made or a notice given to
holders of Designated Senior Debt, the distribution may be made and the notice
given to their Representative.

                  Upon any payment or distribution of assets of the Company
referred to in this Article Eleven, the Trustee and the Holders shall be
entitled to rely upon any order or decree made by any court of competent
jurisdiction in which any insolvency, bankruptcy, receivership, dissolution,
winding-up, liquidation, reorganization or similar case or proceeding is
pending, or upon a certificate of the receiver, trustee in bankruptcy,
liquidating trustee, assignee for the benefit of creditors, agent or other
person making such payment or distribution, delivered to the Trustee or the
Holders, for the purpose of ascertaining the Persons entitled to participate in
such payment or distribution, the holders of the Senior Debt and other Debt of
the Company, the amount thereof or payable thereon, the amount or amounts paid
or distributed thereon and all other facts pertinent thereto or to this Article
Eleven. Nothing in this Article Eleven shall apply to the claims of, or payments
to, the Trustee in its capacity as such under or pursuant to Section 7.07. The
Trustee shall be entitled to rely on the delivery to it of a written notice by a
Person representing himself or itself to be a holder of any Senior Debt (or a
trustee on behalf of, or other representative of, such holder) to establish that
such notice has been given by a holder of such Senior Debt or a trustee or
representative on behalf of any such holder.

                  In the event that the Trustee determines in good faith that
any evidence is required with respect to the right of any Person as a holder of
Senior Debt to participate in any payment or distribution pursuant to this
Article Eleven, the Trustee may request such Person to furnish evidence to the
reasonable satisfaction of the Trustee as to the amount of Senior Debt held by
such Person, the extent to which such Person is entitled to participate in such
payment or distribution and any other facts pertinent to the rights of such
Person under this Article Eleven, and if such evidence is not furnished, the
Trustee may defer any payment to such Person pending judicial determination as
to the right of such Person to receive such payment.

SECTION 11.08. Subordination Rights Not Impaired by Acts or Omissions of the
               Company or Holders of Senior Debt.

                  No right of any present or future holders of any Senior Debt
to enforce subordination as provided herein shall at any time in any way be
prejudiced or impaired by any act or failure to act on the part of the Company
or by any act or failure to act, in good faith, by

<PAGE>
                                     -115-

any such holder, or by any noncompliance by the Company with the terms of this
Indenture, regardless of any knowledge thereof which any such holder may have or
otherwise be charged with.

                  Without in any way limiting the generality of the foregoing
paragraph, the holders of Senior Debt or Senior Debt of any Subsidiary Guarantor
("Guarantor Senior Debt") may, at any time and from time to time, without the
consent of or notice to the Trustee or the Holders, without incurring
responsibility to the Trustee or the Holders and without impairing or releasing
the subordination provided in this Article Eleven or the obligations hereunder
of the Holders to the holders of the Senior Debt or Guarantor Senior Debt, do
any one or more of the following: (i) change the manner, place or terms of
payment or extend the time of payment of, or renew or alter, Senior Debt or
Guarantor Senior Debt, or otherwise amend or supplement in any manner Senior
Debt or Guarantor Senior Debt, or any instrument evidencing the same or any
agreement under which Senior Debt or Guarantor Senior Debt is outstanding; (ii)
sell, exchange, release or otherwise deal with any Property pledged, mortgaged
or otherwise securing Senior Debt or Guarantor Senior Debt; (iii) release any
Person liable in any manner for the payment or collection of Senior Debt or
Guarantor Senior Debt; and (iv) exercise or refrain from exercising any rights
against the Company and any other Person.

SECTION 11.09. Holders Authorize Trustee To Effectuate Subordination of
               Obligations.

                  Each Holder authorizes and expressly directs the Trustee on
its behalf to take such action as may be necessary or appropriate to effectuate,
as between the holders of Senior Debt and the Holders, the subordination
provided in this Article Eleven, and appoints the Trustee its attorney-in-fact
for such purposes, including, in the event of any dissolution, winding-up,
liquidation or reorganization of the Company (whether in bankruptcy, insolvency,
receivership, reorganization or similar proceedings or upon an assignment for
the benefit of credits or otherwise) tending towards liquidation of the business
and assets of the Company, the filing of a claim for the unpaid balance of its
Obligations owing under the Notes and accrued interest in the form required in
those proceedings.

                  If the Trustee does not file a proper claim or proof of debt
in the form required in such proceeding prior to 30 days before the expiration
of the time to file such claim or claims, then the holders of the Senior Debt or
their Representative shall have the right to file and are or is hereby
authorized to file an appropriate claim for and on behalf of the Holders.
Nothing herein contained shall be deemed to authorize the Trustee or the holders
of Senior Debt or their Representative to authorize or consent to or accept or
adopt on behalf of any Holder any plan of reorganization, arrangement,
adjustment or composition affecting the Obligations owing under the Notes or the
rights of any Holder thereof, or to authorize the Trustee or the holders of
Senior Debt or their Representative to vote in respect of the claim of any
Holder in any such proceeding.

<PAGE>
                                     -116-

SECTION 11.10. This Article Eleven Not To Prevent Events of Default.

                  The failure to make a payment on account of principal of or
interest on the Obligations owing under the Notes by reason of any provision of
this Article Eleven will not be construed as preventing the occurrence of an
Event of Default.

SECTION 11.11. Amendments or Modifications to Article Eleven.

                  No amendment of, or supplement or waiver to, this Indenture
shall adversely affect the rights of any holder of Senior Debt under this
Article Eleven or Article Twelve without the consent of such holder of Senior
Debt. Notwithstanding anything to the contrary contained in this Indenture (but
without limiting the provisions of the immediately preceding sentence), no
amendment or modification to any provision of this Article Eleven or the related
definitions used herein (other than to cure any ambiguity, defect, mistake or
inconsistency herein, so long as such amendment or modification does not
adversely affect the rights of the holders of any Senior Debt then outstanding)
shall be permitted without the consent of the Holders of at least a majority in
principal amount of the Notes then outstanding voting as a single class
(including consents obtained in connection with a tender offer or exchange offer
for, or purchase of, the Notes) or, if required by Section 8.02, by each Holder
affected.

SECTION 11.12. Acceleration of Notes.

                  If payment of the Notes is accelerated because of an Event of
Default, the Company shall promptly notify holders of Senior Debt of the
acceleration.

SECTION 11.13. Notice to Trustee; Rights of Trustee and Paying Agent.

                  The Company shall give prompt written notice to the Trustee of
any fact known to the Company that would prohibit the making of any payment to
or by the Trustee or any Holder in respect of the Notes or under any Subsidiary
Guarantee pursuant to the provisions of this Article Eleven although any delay
or failure to give any such notice shall have no effect on the subordination
provisions contained herein. Notwithstanding the provisions of this Article
Eleven or any other provision of this Indenture, neither the Trustee nor any
Paying Agent shall be charged with knowledge of the existence of any facts that
would prohibit the making of any payment or distribution by the Trustee or such
Paying Agent, and (in the absence of actual knowledge that the respective
payment will violate the applicable provisions of this Article Eleven) the
Trustee and such Paying Agent may continue to make payments on the Notes, unless
the Trustee or such Paying Agent shall have received, at least one Business Day
prior to the date of such payment, written notice of facts that would cause the
payment of any Obligations with respect to the Notes to violate this Article
Eleven (although the receipt of such payment shall otherwise be subject to the
applicable provisions of this Article Eleven). Only the Company, a Subsidiary
Guarantor, a holder of Senior Debt or a Representative thereof may give the
notice. Nothing in this Article Eleven shall impair the claims of, or payments
to, the Trustee in its

<PAGE>
                                     -117-

capacity as such under or pursuant to Section 7.07. Nothing in this Section
11.13 is intended to or shall relieve any Holder of Notes from the obligations
imposed under Sections 11.02 and 11.03 with respect to other distributions
received in violation of the provisions hereof.

                  The Trustee in its individual or any other capacity may hold
Senior Debt with the same rights it would have if it were not Trustee. Any Agent
may do the same with like rights.

                                 ARTICLE TWELVE

                                  MISCELLANEOUS

SECTION 12.01. Trust Indenture Act Controls.

                  If any provision of this Indenture limits, qualifies or
conflicts with another provision which is required to be included in this
Indenture by the TIA, the required provision shall control. If any provision of
this Indenture modifies any TIA provision that may be so modified, such TIA
provision shall be deemed to apply to this Indenture as so modified. If any
provision of this Indenture excludes any TIA provision that may be so excluded,
such TIA provision shall be excluded from this Indenture.

                  The provisions of TIA Sections 310 through 317 that impose
duties on any Person (including the provisions automatically deemed included
unless expressly excluded by this Indenture) are a part of and govern this
Indenture, whether or not physically contained herein.

SECTION 12.02. Notices.

                  Except for notice or communications to Holders, any notice or
communication shall be given in writing and when received if delivered in
person, when receipt is acknowledged if sent by facsimile, on the next Business
Day if timely delivered by a nationally recognized courier service that
guarantees overnight delivery or two Business Days after deposit if mailed by
first-class mail, postage prepaid, addressed as follows:

                  If to the Company and/or the Subsidiary Guarantors:

                           Quintiles Transnational Corp.
                           4709 Creekstone Drive
                           Riverbirch Building, Suite 200
                           Durham, North Carolina  27703-8411
                           Attn:  General Counsel

<PAGE>
                                     -118-

                  With a copy to:

                           Smith, Anderson, Blount, Dorsett, Mitchell &
                            Jernigan, L.L.P.
                           2500 First Union Capital Center
                           Post Office Box 2611
                           Raleigh, North Carolina 27602-2611
                           Fax: (919) 821-6800
                           Telephone: (919) 821-1220
                           Attn: Gerald F. Roach, Esq.
                                 Lee M. Kirby, Esq.

                  and

                           Morgan, Lewis & Bockius LLP
                           101 Park Avenue
                           New York, NY  10178
                           Fax: 212-309-6273
                           Phone: 212-309-6000
                           Attn: Ira White, Esq.

                  If to the Trustee, Registrar or Paying Agent:

                           Wells Fargo Bank Minnesota, N.A.
                           213 Court Street
                           Suite 703
                           Middletown, CT 06457
                           Fax: 860 704-6219
                           Telephone: 860-704-6217
                           Attn: Corporate Trust Services


                  Such notices or communications shall be effective when
received and shall be sufficiently given if so given within the time prescribed
in this Indenture.

                  The Company, the Subsidiary Guarantors or the Trustee by
written notice to the others may designate additional or different addresses for
subsequent notices or communications.

                  Any notice or communication mailed to a Holder shall be mailed
to him by first-class mail, postage prepaid, at his address shown on the
register kept by the Registrar.

                  Failure to mail a notice or communication to a Holder or any
defect in it shall not affect its sufficiency with respect to other Holders. If
a notice or communication to a Holder is

<PAGE>
                                     -119-

mailed in the manner provided above, it shall be deemed duly given, whether or
not the addressee receives it.

                  In case by reason of the suspension of regular mail service,
or by reason of any other cause, it shall be impossible to mail any notice as
required by this Indenture, then such method of notification as shall be made
with the approval of the Trustee shall constitute a sufficient mailing of such
notice.

SECTION 12.03. Communications by Holders with Other Holders.

                  Holders may communicate pursuant to TIA Section 312(b) with
other Holders with respect to their rights under this Indenture or the Notes.
The Company, the Subsidiary Guarantors, the Trustee, the Registrar and anyone
else shall have the protection of TIA Section 312(c).

SECTION 12.04. Certificate and Opinion as to Conditions Precedent.

                  Upon any request or application by the Company or any
Subsidiary Guarantor to the Trustee to take any action under this Indenture
(except for the issuance of Notes on the Issue Date), the Company or such
Subsidiary Guarantor shall furnish to the Trustee:

                  (1)      an Officers' Certificate (which shall include the
         statements set forth in Section 12.05 below) stating that, in the
         opinion of the signers, all conditions precedent, if any, provided for
         in this Indenture relating to the proposed action have been complied
         with; and

                  (2)      an Opinion of Counsel (which shall include the
         statements set forth in Section 12.05 below) stating that, in the
         opinion of such counsel, all such conditions precedent have been
         complied with.

SECTION 12.05. Statements Required in Certificate and Opinion.

                  Each certificate (other than certificates provided pursuant to
Section 4.06) and opinion with respect to compliance by or on behalf of the
Company or any Subsidiary Guarantor with a condition or covenant provided for in
this Indenture shall include:

                  (1)      a statement that the Person delivering such
         certificate or opinion has read such covenant or condition;

                  (2)      a brief statement as to the nature and scope of the
         examination or investigation upon which the statements or opinions
         contained in such certificate or opinion are based;

<PAGE>
                                      -120-

                  (3)      a statement that, in the opinion of such Person, it
         or he has made such examination or investigation as is necessary to
         enable it or him to express an informed opinion as to whether or not
         such covenant or condition has been complied with; and

                  (4)      a statement as to whether or not, in the opinion of
         such Person, such covenant or condition has been complied with.

SECTION 12.06. Rules by Trustee and Agents.

                  The Trustee may make reasonable rules for action by or
meetings of Holders. The Registrar and Paying Agent may make reasonable rules
for their functions.

SECTION 12.07. Legal Holidays.

                  A "Legal Holiday" is a Saturday, a Sunday or other day on
which (i) commercial banks in the City of New York are authorized or required by
law to close or (ii) the New York Stock Exchange is not open for trading. If a
payment date is a Legal Holiday at a place of payment, payment may be made at
that place on the next succeeding day that is not a Legal Holiday, and no
interest shall accrue for the intervening period.

SECTION 12.08. Governing Law.

                  This Indenture, the Notes and the Subsidiary Guarantees shall
be governed by and construed in accordance with the laws of the State of New
York, but without giving effect to applicable principles of conflicts of law to
the extent that the application of the law of another jurisdiction would be
required thereby.

SECTION 12.09. No Adverse Interpretation of Other Agreements.

                  This Indenture may not be used to interpret another indenture,
loan, security or debt agreement of the Company or any Subsidiary thereof. No
such indenture, loan, security or debt agreement may be used to interpret this
Indenture.

SECTION 12.10. Successors.

                  All agreements of the Company and the Subsidiary Guarantors in
this Indenture and the Notes shall bind their respective successors. All
agreements of the Trustee, any additional trustee and any Paying Agents in this
Indenture shall bind its successor.

SECTION 12.11. Multiple Counterparts.

                  The parties may sign multiple counterparts of this Indenture.
Each signed counterpart shall be deemed an original, but all of them together
represent one and the same agreement.

<PAGE>
                                     -121-

SECTION 12.12. Table of Contents, Headings, etc.

                  The table of contents, cross-reference sheet and headings of
the Articles and Sections of this Indenture have been inserted for convenience
of reference only, are not to be considered a part hereof, and shall in no way
modify or restrict any of the terms or provisions hereof.

SECTION 12.13. Separability.

                  Each provision of this Indenture shall be considered separable
and if for any reason any provision which is not essential to the effectuation
of the basic purpose of this Indenture or the Notes shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.

                            [Signature Pages Follow]

<PAGE>
                                       S-1

                  IN WITNESS WHEREOF, the parties have caused this Indenture to
be duly executed all as of the date and year first written above.

                                    QUINTILES TRANSNATIONAL CORP.

                                    By: /s/ John S. Russell
                                        ------------------------------------
                                        John S. Russell
                                        Executive Vice President

<PAGE>
                                       S-2

                                    BENEFIT HOLDING, INC.
                                    BENEFIT TRANSNATIONAL HOLDING CORP.
                                    BIOGLAN PHARMACEUTICALS COMPANY
                                    INNOVEX (NORTH AMERICA) INC.
                                    INNOVEX AMERICA HOLDING COMPANY
                                    INNOVEX MERGER CORP.
                                    MEDCOM, INC.
                                    PHARMABIO DEVELOPMENT, INC.
                                    PHARMA INFORMATICS, INC.
                                    PMSI DATABASE SERVICES, INC.
                                    PMSI FINANCE LIMITED
                                    PMSI HOLDINGS LIMITED
                                    PMSI SCOTT-LEVIN, INC.
                                    Q.E.D COMMUNICATIONS, INC.
                                    QFINANCE, INC.
                                    QUINTILES ASIA, INC.
                                    QUINTILES CLINICAL SUPPLIES AMERICAS, INC.
                                    QUINTILES FEDERATED SERVICES, INC.
                                    QUINTILES, INC.
                                    QUINTILES INFORMATICS, INC.
                                    QUINTILES LABORATORIES LIMITED
                                    QUINTILES LATIN AMERICA, INC.
                                    QUINTILES PACIFIC, INC.
                                    QUINTILES PHASE ONE SERVICES, INC.
                                    QUINTILES SCOTT-LEVIN, INC.
                                    QUINTILES TECHNOLOGIES, INC.
                                    SOURCE INFORMATICS EUROPEAN FINANCE, INC.
                                    SOURCE INFORMATICS EUROPEAN HOLDINGS, INC.
                                    THE LEWIN GROUP, INC.

                                    By: /s/ John S. Russell
                                        --------------------------------------
                                        John S. Russell
                                        President

<PAGE>
                                       S-3

                                    INNOVEX, L.P.

                                    INNOVEX AMERICAN HOLDING COMPANY,
                                    as General Partner

                                    By: /s/ John S. Russell
                                        ----------------------------------------
                                        John S. Russell
                                        President

                                    MSM GROUP LIMITED PARTNERSHIP,
                                    as Limited Partner

                                        QUINTILES PACIFIC, INC.,
                                        as General Partner

                                        By: /s/ John S. Russell
                                            ------------------------------------
                                            John S. Russell
                                            President

                                        INNOVEX (NORTH AMERICA) INC.,
                                        as Limited Partner

                                        By: /s/ John S. Russell
                                            ------------------------------------
                                            John S. Russell
                                            President

<PAGE>
                                      S-4

                                    INNOVEX NEVADA LIMITED PARTNERSHIP

                                    QUINTILES PACIFIC, INC.,
                                    as General Partner

                                    By: /s/ John S. Russell
                                        ----------------------------------------
                                        John S. Russell
                                        President

                                    INNOVEX (NORTH AMERICA) INC.,
                                    as Limited Partner

                                    By: /s/ John S. Russell
                                        ----------------------------------------
                                        John S. Russell
                                        President

<PAGE>
                                      S-5

                                    INNOVEX SUPPORT SERVICES LIMITED PARTNERSHIP

                                    INNOVEX AMERICA HOLDING COMPANY,
                                    as General Partner

                                    By: /s/ John S. Russell
                                        ----------------------------------------
                                        John S. Russell
                                        President

                                    INNOVEX NEVADA LIMITED PARTNERSHIP,
                                    as Limited Partner

                                        QUINTILES PACIFIC, INC.
                                        as General Partner

                                        By: /s/ John S. Russell
                                            ------------------------------------
                                            John S. Russell
                                            President

                                        INNOVEX (NORTH AMERICA) INC.,
                                        as Limited Partner

                                        By: /s/ John S. Russell
                                            ------------------------------------
                                            John S. Russell
                                            President

<PAGE>
                                      S-6

                                    MSM GROUP LIMITED PARTNERSHIP

                                    QUINTILES PACIFIC, INC.,
                                    as General Partner

                                    By: /s/ John S. Russell
                                        ----------------------------------------
                                        John S. Russell
                                        President

                                    INNOVEX (NORTH AMERICA) INC.,
                                    as Limited Partner

                                    By: /s/ John S. Russell
                                        ----------------------------------------
                                        John S. Russell
                                        President

<PAGE>
                                      S-7

                                    QUINTILES TRANSFER, L.L.C.

                                    QUINTILES PACIFIC, INC.,
                                    as sole Member

                                    By: /s/ John S. Russell
                                        ----------------------------------------
                                        John S. Russell
                                        President

<PAGE>
                                      S-8

                                    SOURCE INFORMATICS EUROPEAN HOLDINGS, LLC

                                    SOURCE INFORMATICS EUROPEAN HOLDINGS, INC.,
                                    as sole Member

                                    By: /s/ John S. Russell
                                        ----------------------------------------
                                        John S. Russell
                                        President

<PAGE>
                                      S-9

                                    QUINTILES AUSTRIAN HOLDINGS, LLC

                                    QUINTILES TRANSNATIONAL CORP.
                                    as sole Member

                                    By: /s/ John S. Russell
                                        ----------------------------------------
                                        John S. Russell
                                        Executive Vice President

<PAGE>
                                      S-10

                                    WELLS FARGO BANK MINNESOTA, N.A.,
                                    as Trustee

                                    By: /s/ Joseph O'Donnell
                                        ----------------------------------------
                                        Name: Joseph O'Donnell
                                        Title:
<PAGE>

                                                                       EXHIBIT A

                  CUSIP

                          QUINTILES TRANSNATIONAL CORP.

No.                                                               $

                  $       10% SENIOR SUBORDINATED NOTE DUE 2013

                  QUINTILES TRANSNATIONAL CORP., a North Carolina corporation,
as issuer (the "Company"), for value received, promises to pay to CEDE & CO. or
registered assigns the principal sum of $         on        , 2013.

                  Interest Payment Dates: April 1 and October 1

                  Record Dates: March 15 and September 15.

                  Reference is made to the further provisions of this Note
contained herein, which will for all purposes have the same effect as if set
forth at this place.

                                      A-1

<PAGE>

                  IN WITNESS WHEREOF, the Company has caused this Note to be
signed manually or by facsimile by one of its duly authorized officers.

                                           QUINTILES TRANSNATIONAL CORP.

                                           By: _________________________________
                                               John S. Russell
                                               Executive Vice President

                                      A-2

<PAGE>

                          Certificate of Authentication

                  This is one of the 10% Senior Subordinated Notes Due 2013
referred to in the within-mentioned Indenture.

                                           WELLS FARGO BANK MINNESOTA, N.A., as
                                            Trustee

                                           By: _________________________________

Dated:

                                      A-3

<PAGE>

                            [FORM OF REVERSE OF NOTE]

                          QUINTILES TRANSNATIONAL CORP.

                      10% SENIOR SUBORDINATED NOTE DUE 2013

                  1.       Interest. QUINTILES TRANSNATIONAL CORP., a North
Carolina corporation, as issuer (the "Company"), promises to pay, until the
principal hereof is paid or made available for payment, interest on the
principal amount set forth on the face hereof at a rate of 10% per annum.
Interest hereon will accrue from and including the most recent date to which
interest has been paid or, if no interest has been paid, from and including
September 25, 2003 to but excluding the date on which interest is paid. Interest
shall be payable in arrears on each April 1 and October 1, commencing April 1,
2004.* Interest will be computed on the basis of a 360-day year of twelve 30-day
months. The Company shall pay interest on overdue principal and on overdue
interest (to the full extent permitted by law) at the rate borne by the Notes.

                  2.       Method of Payment. The Company will pay interest
hereon (except defaulted interest) to the Persons who are registered Holders at
the close of business on March 15 or September 15 immediately preceding the
interest payment date (whether or not a Business Day). Holders must surrender
Notes to a Paying Agent to collect principal payments. The Company will pay to
the Paying Agent principal and interest in money of the United States of America
that at the time of payment is legal tender for payment of public and private
debts. If a Holder has given wire transfer instructions to the Company, the
Company may pay, or cause to be paid by the Paying Agent, all principal,
interest and Additional Interest (as defined herein), if any, on the Holder's
Notes in accordance with those instructions. All other payments on the Notes
will be made at the office or agency of the Paying Agent and Registrar unless
the Company elects to make interest payments by check mailed to the Holders at
their address set forth in the register of Holders.

                  3.       Paying Agent and Registrar. Initially, Wells Fargo
Bank Minnesota, N.A. (the "Trustee") will act as a Paying Agent and Registrar.
The Company may change any Paying Agent or Registrar without notice to the
Holders. The Company or any of its Subsidiaries may act as Paying Agent or
Registrar.

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

*        With respect to Additional Notes, Interest will accrue from and
         including the most recent date to which interest has been paid or, if
         no interest has been paid, from and including the date such Additional
         Notes are issued.

                                      A-4

<PAGE>

                  4.       Indenture. The Company issued the Notes under an
Indenture dated as of September 25, 2003 (the "Indenture") between the Company,
the Subsidiary Guarantors and the Trustee. This is one of an issue of Notes of
the Company issued, or to be issued, under the Indenture. 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. Code Sections
77aaa-77bbbb), as amended from time to time. The Notes are subject to all such
terms, and Holders are referred to the Indenture and such Act for a statement of
them. Each Holder of a Note agrees to and shall be bound by such provisions.
Capitalized and certain other terms used herein and not otherwise defined have
the meanings set forth in the Indenture.

                  5.       Optional Redemption. (a) Except as set forth below,
the Notes will not be redeemable at the option of the Company prior to October
1, 2008. Thereafter, the Company may redeem all or any portion of the Notes, at
any time or from time to time, upon not less than 30 nor more than 60 days'
prior notice, at the following redemption prices, plus accrued and unpaid
interest, if any, to the Redemption Date (subject to the right of Holders of
record on the relevant record date to receive interest due on the relevant
interest payment date), if redeemed during the 12-month period commencing on
October 1 of the years set forth below and are expressed as percentages of
principal amount:

<TABLE>
<CAPTION>
Redemption                                                                        Redemption
   Year                                                                              Price
----------                                                                        ----------
<S>                                                                               <C>
2008....................................................................           105.000%
2009....................................................................           103.333%
2010....................................................................           101.667%
2011 and thereafter.....................................................           100.000%
</TABLE>

                  (b)      At any time on or prior to October 1, 2008, the Notes
may also be redeemed or purchased, by or on behalf of the Company, in whole, or
any portion thereof, at the Company's option (a "Pre-2008 Redemption"), at a
price equal to 100% of the principal amount thereof plus the Applicable Premium
as of, and accrued but unpaid interest, if any, to the date of redemption or
purchase pursuant to such Pre-2008 Redemption (the "Pre-2008 Redemption Date")
(subject to the right of Holders of record on the relevant record date to
receive interest due on the relevant interest payment date). Such Pre-2008
Redemption or purchase may be made upon notice mailed by first-class mail to
each Holder's registered address, not less than 30 nor more than 60 days prior
to the Redemption Date. The Company may provide in such notice that payment of
such price and performance of the Company's obligations with respect to such
redemption or purchase may be performed by another Person.

                  "Applicable Premium" means, with respect to a Note at any
Pre-2008 Redemption Date, the excess of (A) the present value at such Pre-2008
Redemption Date of (1) the redemption price of such Note on October 1, 2008 (as
set forth in the table above) plus (2) all required remaining scheduled interest
payments due on such Notes through October 1, 2008, computed using a discount
rate equal to the Treasury Rate plus 50 basis points over (B) the

                                      A-5
<PAGE>

principal amount of such Note on such Pre-2008 Redemption Date. Calculation of
the Applicable Premium will be made by the Company or on behalf of the Company
by such Person (other than the Trustee) as the Company shall designate.

                  "Treasury Rate" means, with respect to a Pre-2008 Redemption
Date, the yield to maturity at the time of computation of United States Treasury
securities with a constant maturity (as compiled and published in the most
recent Federal Reserve Statistical Release H.15(519) that has become publicly
available at least two Business days prior to such Pre-2008 Redemption Date (or,
if such Statistical Release is no longer published, any publicly available
source of similar market data)) most nearly equal to the period from such
Pre-2008 Redemption Date to October 1, 2008; provided, however, that if the
period from such Pre-2008 Redemption Date to October 1, 2008 is not equal to the
constant maturity of the United States Treasury security for which a weekly
average yield is given, the Treasury Rate shall be obtained by linear
interpolation (calculated to the nearest one-twelfth of a year) from the weekly
average yields of United States Treasury securities for which such yields are
given, except that if the period from such Pre-2008 Redemption Date to October
1, 2008 is less than one year, the weekly average yield on actually traded
United States Treasury Securities adjusted to a constant maturity of one year
shall be used.

                  Any notice to Holders of the Notes of a Pre-2008 Redemption
hereunder needs to include the appropriate calculation of the redemption price,
but does not need to include the redemption price itself. The actual redemption
price, calculated as described above, must be set forth in an Officers'
Certificate of the Company delivered to the Trustee no later than two Business
days prior to the Pre-2008 Redemption Date.

                  (c)      From time to time prior to October 1, 2006, the
Company may redeem up to a maximum of 40% of the aggregate principal amount of
the Notes issued under the Indenture prior to such date, with the proceeds of
one or more Qualified Equity Offerings, at a redemption price equal to 110% of
the principal amount thereof, plus accrued and unpaid interest thereon, if any,
to the Redemption Date (subject to the right of Holders of record on the
relevant record date to receive interest due on the relevant interest payment
date); provided, however, that after giving effect to any such redemption, at
least 60% of the aggregate principal amount of Notes issued under the Indenture
prior to such date remains outstanding. Any such redemption shall be made within
120 days of such Qualified Equity Offering upon not less than 30 nor more than
60 days' prior notice.

                  (d)      The Trustee will select Notes called for redemption
pursuant to this paragraph 5 as set forth in the Indenture; provided that no
Notes of $1,000 or less shall be redeemed in part. A new Note in principal
amount equal to the unredeemed portion thereof will be issued in the name of the
Holder thereof upon cancellation of the original Note. Notes called for
redemption pursuant to this paragraph 5 hereto become due on the date fixed for
redemption. On and after the Redemption Date, interest stops accruing on Notes
or portions of them called for redemption.

                                      A-6
<PAGE>

                  6.       Notice of Redemption. Notices of redemption shall be
mailed by first class mail at least 30 but not more than 60 days before the
Redemption Date to each Holder of Notes to be redeemed at its registered
address. Notices of redemption may not be conditional. If any Note is to be
redeemed in part only, the notice of redemption that relates to such Note shall
state the portion of the principal amount thereof to be redeemed.

                  7.       Offers To Purchase. The Indenture provides that upon
the occurrence of a Change of Control or an Asset Sale and subject to further
limitations contained therein, the Company shall make an offer to purchase
outstanding Notes in accordance with the procedures set forth in the Indenture.

                  8.       Registration Rights. (a) Pursuant to a Registration
Rights Agreement among the Company, the Subsidiary Guarantors and the Initial
Purchasers named therein (the "Registration Rights Agreement") and subject to
the further limitations and conditions set forth therein, the Company will be
obligated to consummate an exchange offer (the "Exchange Offer") pursuant to
which the Holder of this Note shall have the right to exchange this Note for
Notes which have been registered under the Securities Act, in like principal
amount and having substantially identical terms as the Notes.

                  (b)      If (i) within 180 days after the Issue Date of the
Notes, neither the Exchange Offer Registration Statement nor, if required to be
filed pursuant to section 3(a)(i), (ii) or (iii) of the Registration Rights
Agreement, any Shelf Registration Statement has been filed with the Commission;
(ii) within 30 days after a Shelf Registration Statement is required to be filed
pursuant to Section 3(a)(i), (ii) or (iii), so long as such 30th day is a day
after the 180th day following the Issue Date, the Shelf Registration Statement
has not been filed with Commission; (iii) within 270 days after the Issue Date
of the Notes, the Exchange Offer Registration Statement has not been declared
effective as required by Section 2(a) of the Registration Rights Agreement; (iv)
within 300 days after the Issue Date of the Notes, neither the Exchange Offer
has been consummated nor, if required to be filed pursuant to section 3(a)(i),
(ii) or (iii) of the Registration Rights Agreement, the Shelf Registration
Statement has been declared effective; (v) within 60 days of the day on which
the obligation to file a Shelf Registration Statement arises solely pursuant to
Section 3(a)(iv) of the Registration Rights Agreement the Company and Subsidiary
Guarantors fail to file such Shelf Registration Statement, with the Commission;
(vi) within 60 days of the day on which the obligation to have a Shelf
Registration Statement declared effective arises solely pursuant to Section
3(a)(iv) of the Registration Rights Agreement, such Shelf Registration Statement
has not been declared effective; or (vii) after either the Exchange Offer
Registration Statement or the Shelf Registration Statement has been declared
effective, such Registration Statement thereafter ceases to be effective or
fails to be useable (subject, in the case of the Shelf Registration Statement,
to the exceptions set forth in the Registration Rights Agreement) in connection
with resales of the Notes or Exchange Securities other than in accordance with
and during the periods specified in Sections 2 and 3 of the Registration Rights
Agreement (each such event referred to in clauses (i) through (vii), a
"Registration Default"), "Additional Interest" (as defined in the Registration
Rights Agreement) will accrue on the terms and in the amounts set forth in the
Registration Rights Agreement.

                                      A-7
<PAGE>

                  9.       Denominations, Transfer, Exchange. The Notes are in
registered form without coupons in denominations of $1,000 and integral
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 and transfer documents and to pay to it any
taxes and fees required by law or permitted by the Indenture. The Registrar
shall not be required to exchange or register a transfer of any Note for a
period of 15 days immediately preceding the redemption of Notes, except the
unredeemed portion of any Note being redeemed in part.

                  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
principal or interest remains unclaimed for two years, the Trustee or Paying
Agent will pay the money back to the Company at its written request. After that,
Holders entitled to the money must look to the Company for payment as general
creditors unless an "abandoned property" law designates another Person.

                  12.      Amendment, Supplement, Waiver, Etc. The Company, the
Subsidiary Guarantors, if any, and the Trustee (if a party thereto) may, without
the consent of the Holders of any outstanding Notes, amend, waive or supplement
the Indenture or the Notes for certain specified purposes, including, among
other things, curing ambiguities, defects or inconsistencies, maintaining the
qualification of the Indenture under the Trust Indenture Act of 1939, as
amended, providing for the assumption by a successor to the Company of its
obligations under the Indenture and making any change that does not materially
and adversely affect the rights of any Holder. Other amendments and
modifications of the Indenture or the Notes may be made by the Company, the
Subsidiary Guarantors, if any, and the Trustee with the consent of the Holders
of not less than a majority of the aggregate principal amount of the outstanding
Notes, subject to certain exceptions requiring the consent of the Holders of the
particular Notes to be affected.

                  13.      Restrictive Covenants. The Indenture imposes certain
limitations on the ability of the Company and its Restricted Subsidiaries to,
among other things, incur additional Debt, pay dividends on, redeem or
repurchase its Capital Stock, make certain investments, sell assets, create
restrictions on the payment of dividends or other amounts to the Company from
its Restricted Subsidiaries, enter into transactions with Affiliates, expand
into unrelated businesses, create liens or consolidate, merge or sell all or
substantially all of the assets of the Company and its Restricted Subsidiaries
and requires the Company to provide reports to Holders of the Notes. Such
limitations are subject to a number of important qualifications and exceptions.
Pursuant to Section 4.06 of the Indenture, the Company must annually report to
the Trustee on compliance with such limitations.

                                      A-8
<PAGE>

                  14.      Successor Corporation. When a successor corporation
assumes all the obligations of its predecessor under the Notes and the Indenture
and the transaction complies with the terms of Article Five of the Indenture,
the predecessor corporation will, except as provided in Article Five, be
released from those obligations.

                  15.      Defaults and Remedies. Events of Default are set
forth in the Indenture. Subject to certain limitations in the Indenture, if an
Event of Default (other than an Event of Default specified in Sections 6.01(6)
and 6.01(7) of the Indenture) occurs and is continuing, then, and in each and
every such case, either the Trustee, by notice in writing to the Company, or the
Holders of not less than 25% of the principal amount of the Notes then
outstanding, by notice in writing to the Company and the Trustee, may, and the
Trustee at the request of such Holders shall, declare due and payable, if not
already due and payable, the principal of and any accrued and unpaid interest on
all of the Notes; and upon any such declaration all such amounts upon such Notes
shall become and be immediately due and payable, anything in the Indenture or in
the Notes to the contrary notwithstanding. If an Event of Default specified in
Sections 6.01(6) and 6.01(7) of the Indenture occurs, then the principal of and
any accrued and unpaid interest on all of the Notes shall immediately become due
and payable without any declaration or other act on the part of the Trustee or
any Holder. Holders may not enforce the Indenture or the Notes except as
provided in the Indenture. The Trustee may require indemnity satisfactory to it
before it enforces the Indenture or the Notes. Subject to certain limitations,
Holders of a majority in principal amount of the then outstanding Notes may
direct the Trustee in its exercise of any trust or power. The Trustee may
withhold from Holders notice of any continuing default (except a default in
payment of principal, premium, if any, or interest on the Notes or a default in
the observance or performance of any of the obligations of the Company under
Article Five of the Indenture) if it determines that withholding notice is in
their best interests.

                  16.      Trustee Dealings with Company. Subject to certain
limitations imposed by the Trust Indenture Act, the Trustee, in its individual
or any other capacity, may make loans to, accept deposits from, and perform
services for the Company or its Affiliates, and may otherwise deal with the
Company or its Affiliates, as if it were not Trustee.

                  17.      No Recourse Against Others. No past, present or
future director, officer, employee, incorporator, agent, member or stockholder
or Affiliate of the Company, as such, shall have any liability for any
obligations of the Company under the Notes, the Indenture or for any claim based
on, in respect of, or by reason of, such obligations or their creation. No past,
present or future director, officer, employee, incorporator, agent or
stockholder or Affiliate of any of the Subsidiary Guarantors, as such, shall
have any liability for any obligations of the Subsidiary Guarantors under the
Subsidiary Guarantees, the Indenture or for any claim based on, in respect of,
or by reason of, such obligations or their creation. Each Holder of Notes and
Subsidiary Guarantees by accepting a Note and a Subsidiary Guarantee waives and
releases all such liabilities. The waiver and release are part of the
consideration for issuance of the Notes and the Subsidiary Guarantees.

                                      A-9
<PAGE>

                  18.      Discharge. The Company's obligations pursuant to the
Indenture will be discharged, except for obligations pursuant to certain
sections thereof, subject to the terms of the Indenture, upon the payment of all
the Notes or upon the irrevocable deposit with the Trustee of United States
dollars or Government Obligations sufficient to pay when due principal of and
interest on the Notes to maturity or redemption, as the case may be.

                  19.      Subsidiary Guarantees. The Notes will be entitled to
the benefits of certain Subsidiary Guarantees made for the benefit of the
Holders. Reference is hereby made to the Indenture for a statement of the
respective rights, limitations of rights, duties and obligations thereunder of
the Subsidiary Guarantors, the Trustee and the Holders.

                  20.      Authentication. This Note shall not be valid until
the Trustee signs the certificate of authentication on the other side of this
Note.

                  21.      Governing Law. THIS NOTE SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING
EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE
APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. The
Trustee, the Company and the Subsidiary Guarantors agree to submit to the
jurisdiction of the courts of the State of New York in any action or proceeding
arising out of or relating to the Indenture or the Notes.

                  22.      Abbreviations. Customary abbreviations may be used in
the name of a Holder or an assignee, such as: TEN COM (= tenants in common),
TENANT (= tenants by the entireties), JT TEN (= joint tenants with right of
survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (=
Uniform Gifts to Minors Act).

                  The Company will furnish to any Holder upon written request
and without charge a copy of the Indenture. Requests may be made to:

                           Quintiles Transnational Corp.
                           4709 Creekstone Drive
                           Riverbirch Building, Suite 200
                           Durham, North Carolina 27703-8411
                           Attn:  General Counsel

                  With a copy to:

                           Smith, Anderson, Blount, Dorsett, Mitchell &
                              Jernigan, L.L.P.
                           2500 First Union Capital Center
                           Post Office Box 2611
                           Raleigh, North Carolina  27602-2611

                                      A-10
<PAGE>

                                   ASSIGNMENT

         I or we assign and transfer this Note to:

________________________________________________________________________________
             (Insert assignee's social security or tax I.D. number)

________________________________________________________________________________
             (Print or type name, address and zip code of assignee)

         and irrevocably appoint:

         Agent to transfer this Note on the books of the Company. The Agent may
substitute another to act for him.

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

Signature Guarantee: ______________________________

                               SIGNATURE GUARANTEE

         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.

                                      A-11
<PAGE>

                       OPTION OF HOLDER TO ELECT PURCHASE

                  If you want to elect to have all or any part of this Note
purchased by the Company pursuant to Section 4.08 or Section 4.12 of the
Indenture, check the appropriate box:

                  [ ]      Section 4.08            [ ]      Section 4.12

                  If you want to have only part of the Note purchased by the
Company pursuant to Section 4.08 or Section 4.12 of the Indenture, state the
amount you elect to have purchased:

$ ____________________________
      (multiple of $1,000)

Date: ________________________

                           Your Signature: ____________________________________
                                            (Sign exactly as your name appears
                                             on the face  of this Note)

______________________________
         Signature Guaranteed

                               SIGNATURE GUARANTEE

                  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.


                                      A-12
<PAGE>

                                                                       EXHIBIT B

        [FORM OF LEGEND FOR 144A SECURITIES AND OTHER SECURITIES THAT ARE
                             RESTRICTED SECURITIES]

THIS NOTE (OR ITS PREDECESSOR) HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO,
OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT AS SET FORTH IN THE NEXT
SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE
HOLDER:

         (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS
         DEFINED IN RULE 144A UNDER THE SECURITIES ACT) (A "QIB"), (B) IT IS
         ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH
         REGULATION S UNDER THE SECURITIES ACT OR (C) IT IS AN INSTITUTIONAL
         "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501 (A) (1), (2), (3) OR (7)
         OF REGULATION D UNDER THE SECURITIES ACT) (AN "IAI");

         (2) AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THIS NOTE
         EXCEPT (A) TO THE COMPANY OR ANY OF ITS SUBSIDIARIES, (B) TO A PERSON
         WHOM THE SELLER REASONABLY BELIEVES IS A QIB PURCHASING FOR ITS OWN
         ACCOUNT OR FOR THE ACCOUNT OF A QIB IN A TRANSACTION MEETING THE
         REQUIREMENTS OF RULE 144A, (C) IN AN OFFSHORE TRANSACTION MEETING THE
         REQUIREMENTS OF RULES 903 OR 904 OF REGULATION S UNDER THE SECURITIES
         ACT, (D) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER
         THE SECURITIES ACT, (E) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE
         REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN
         OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY), OR (F) PURSUANT TO AN
         EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND, IN EACH
         CASE, IN ACCORDANCE WITH THE APPLICABLE SECURITIES LAWS OF ANY STATE OF
         THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION; AND

         (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE OR AN
         INTEREST HEREIN IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF
         THIS LEGEND.

AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION" AND "UNITED STATES" HAVE THE
MEANINGS GIVEN TO THEM BY RULE 902 OF REGULATION S UNDER THE SECURITIES ACT. THE
INDENTURE GOVERNING THIS NOTE CONTAINS A

                                      B-1
<PAGE>

PROVISION REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF THIS NOTE
IN VIOLATION OF THE FOREGOING.

                                      B-2
<PAGE>

        [FORM OF ASSIGNMENT FOR 144A SECURITIES AND OTHER SECURITIES THAT
                                       ARE
                             RESTRICTED SECURITIES]

         I or we assign and transfer this Note to:

________________________________________________________________________________
             (Insert assignee's social security or tax I.D. number)

________________________________________________________________________________
             (Print or type name, address and zip code of assignee)

         and irrevocably appoint:

         Agent to transfer this Note on the books of the Company. The Agent may
substitute another to act for him.

                                   [Check One]

         [ ] (a) this Note is being transferred in compliance with the exemption
from registration under the Securities Act provided by Rule 144A thereunder.

         or

         [ ] (b) this Note is being transferred other than in accordance with
(a) above and documents are being furnished which comply with the conditions of
transfer set forth in this Note and the Indenture.

         If none of the foregoing boxes is checked, the Trustee or Registrar
shall not be obligated to register this Note in the name of any person other
than the Holder hereof unless and until the conditions to any such transfer of
registration set forth herein and in Sections 2.16 and 2.17 of the Indenture
shall have been satisfied.

Date: _________________     Your Signature: ____________________________________
                                            (Sign exactly as your name
                                             appears on the face of this Note)

Signature Guarantee: ___________________________________________________________

                               SIGNATURE GUARANTEE

         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.

                                      B-3
<PAGE>

              TO BE COMPLETED BY TRANSFEROR IF (a) ABOVE IS CHECKED

                  The transfer is being effected pursuant to and in accordance
with Rule 144A under the Securities Act, and, accordingly, the transferor hereby
further certifies that the beneficial interest or certificated Note is being
transferred to a Person that the transferor reasonably believed and believes is
purchasing the beneficial interest or certificated Note for its own account, or
for one or more accounts with respect to which such Person exercises sole
investment discretion, and such Person and each such account is a "qualified
institutional buyer" within the meaning of Rule 144A in a transaction meeting
the requirements of Rule 144A and such transfer is in compliance with any
applicable securities laws of any state of the United States. Upon consummation
of the proposed transfer in accordance with the terms of the Indenture, the
transferred beneficial interest or certificated Note will be subject to the
restrictions on transfer enumerated on the Rule 144A Notes and/or the
certificated Note and in the Indenture and the Securities Act.

Dated: _____________________    ________________________________________________
                                NOTICE: To be executed by an executive
                                        officer

                                      B-4
<PAGE>

                                                                       EXHIBIT C

                     [FORM OF LEGEND FOR REGULATION S NOTE]

                  THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES
ACT OF 1933, AS AMENDED (THE "ACT"), AND, UNLESS SO REGISTERED, MAY NOT BE
OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT
OF, U.S. PERSONS UNLESS REGISTERED UNDER THE ACT OR EXCEPT PURSUANT TO AN
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE ACT.

THIS NOTE (OR ITS PREDECESSOR) HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO,
OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT AS SET FORTH IN THE NEXT
SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE
HOLDER:

         (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS
         DEFINED IN RULE 144A UNDER THE SECURITIES ACT) (A "QIB"), (B) IT IS
         ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH
         REGULATION S UNDER THE SECURITIES ACT OR (C) IT IS AN INSTITUTIONAL
         "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501 (A) (1), (2), (3) OR (7)
         OF REGULATION D UNDER THE SECURITIES ACT) (AN "IAI");

         (2) AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THIS NOTE
         EXCEPT (A) TO THE COMPANY OR ANY OF ITS SUBSIDIARIES, (B) TO A PERSON
         WHOM THE SELLER REASONABLY BELIEVES IS A QIB PURCHASING FOR ITS OWN
         ACCOUNT OR FOR THE ACCOUNT OF A QIB IN A TRANSACTION MEETING THE
         REQUIREMENTS OF RULE 144A, (C) IN AN OFFSHORE TRANSACTION MEETING THE
         REQUIREMENTS OF RULES 903 OR 904 OF REGULATION S UNDER THE SECURITIES
         ACT, (D) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER
         THE SECURITIES ACT, (E) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE
         REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN
         OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY), OR (F) PURSUANT TO AN
         EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND, IN EACH
         CASE, IN ACCORDANCE WITH THE APPLICABLE SECURITIES LAWS OF ANY STATE OF
         THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION; AND

                                      C-1
<PAGE>

         (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE OR AN
         INTEREST HEREIN IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF
         THIS LEGEND.

AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION" AND "UNITED STATES" HAVE THE
MEANINGS GIVEN TO THEM BY RULE 902 OF REGULATION S UNDER THE SECURITIES ACT. THE
INDENTURE GOVERNING THIS NOTE CONTAINS A PROVISION REQUIRING THE TRUSTEE TO
REFUSE TO REGISTER ANY TRANSFER OF THIS NOTE IN VIOLATION OF THE FOREGOING.

                                      C-2
<PAGE>

         [FORM OF ASSIGNMENT FOR REGULATION S NOTE]

         I or we assign and transfer this Note to:

________________________________________________________________________________
             (Insert assignee's social security or tax I.D. number)

________________________________________________________________________________
             (Print or type name, address and zip code of assignee)

         and irrevocably appoint:

         Agent to transfer this Note on the books of the Company. The Agent may
substitute another to act for him.

                                   [Check One]

         [ ] (a) this Note is being transferred in compliance with the exemption
from registration under the Securities Act provided by Regulation S thereunder.

         or

         [ ] (b) this Note is being transferred other than in accordance with
(a) above and documents are being furnished which comply with the conditions of
transfer set forth in this Note and the Indenture.

         If none of the foregoing boxes is checked, the Trustee or Registrar
shall not be obligated to register this Note in the name of any person other
than the Holder hereof unless and until the conditions to any such transfer of
registration set forth herein and in Sections 2.16 and 2.17 of the Indenture
shall have been satisfied.

Date: ______________   Your Signature: ________________________________________
                                       (Sign exactly as your name appears on the
                                       face of this Note)

Signature Guarantee: ___________________________________________________________

                               SIGNATURE GUARANTEE

         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.

                                      C-3
<PAGE>

              TO BE COMPLETED BY TRANSFEROR IF (a) ABOVE IS CHECKED

                  The transfer is being effected pursuant to and in accordance
with Rule 903 or Rule 904 under the Securities Act and, accordingly, the
transferor hereby further certifies that (i) the transfer is not being made to a
person in the United States and (x) at the time the buy order was originated,
the transferee was outside the United States or such transferor and any Person
acting on its behalf reasonably believed and believes that the transferee was
outside the United States or (y) the transaction was executed in, on or through
the facilities of a designated offshore securities market and neither such
transferor nor any Person acting on its behalf knows that the transaction was
prearranged with a buyer in the United States, (ii) no directed selling efforts
have been made in contravention of the requirements of Rule 903(b) or Rule
904(b) of Regulation S under the Securities Act, (iii) the transaction is not
part of a plan or scheme to evade the registration requirements of the
Securities Act and (iv) if the proposed transfer is being made prior to the
expiration of the restricted period under Regulation S, the transfer is not
being made to a U.S. Person or for the account or benefit of a U.S. Person
(other than an initial purchaser). Upon consummation of the proposed transfer in
accordance with the terms of the Indenture, the transferred beneficial interest
or certificated Note will be subject to the restrictions on transfer enumerated
on the Regulation S Notes and/or the certificated Note and in the Indenture and
the Securities Act.

Dated: ______________________     ______________________________________________
                                  NOTICE: To be executed by an executive officer

                                      C-4
<PAGE>

                                                                       EXHIBIT D

                        [FORM OF LEGEND FOR GLOBAL NOTE]

                  ANY GLOBAL NOTE AUTHENTICATED AND DELIVERED HEREUNDER SHALL
BEAR A LEGEND (WHICH WOULD BE IN ADDITION TO ANY OTHER LEGENDS REQUIRED IN THE
CASE OF A RESTRICTED NOTE) IN SUBSTANTIALLY THE FOLLOWING FORM:

                  THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A
NOMINEE OF A DEPOSITORY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN
THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE
LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE
(OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF
THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER
NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES
DESCRIBED IN THE INDENTURE.

                  UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (A NEW YORK CORPORATION) ("DTC")
TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

                                      D-1
<PAGE>

                                                                       EXHIBIT E

                       Form of Certificate To Be Delivered
                          in Connection with Transfers
                            Pursuant to Regulation S

Wells Fargo Bank Minnesota, N.A.
213 Court Street
Suite 703
Middletown, CT 06457

Attention:  Corporate Trust Services

             Re:    Quintiles Transnational Corp., a North Carolina corporation,
                    as issuer (the "Company"), 10% Senior
                    Subordinated Notes Due 2013 (the "Notes")

Dear Sirs:

                  In connection with our proposed sale of $         aggregate
principal amount of the Notes, we confirm that such sale has been effected
pursuant to and in accordance with Regulation S under the U.S. Securities Act of
1933, as amended (the "Securities Act"), and, accordingly, we represent that:

                  (1)      the offer of the Notes was not made to a U.S. person
         or to a person in the United States;

                  (2)      either (a) at the time the buy offer was originated,
         the transferee was outside the United States or we and any person
         acting on our behalf reasonably believed that the transferee was
         outside the United States, or (b) the transaction was executed in, on
         or through the facilities of a designated off-shore securities market
         and neither we nor any person acting on our behalf knows that the
         transaction has been pre-arranged with a buyer in the United States;

                  (3)      no directed selling efforts have been made in the
         United States in contravention of the requirements of Rule 904(a) of
         Regulation S;

                  (4)      the transaction is not part of a plan or scheme to
         evade the registration requirements of the Securities Act; and

                  (5)      we have advised the transferee of the transfer
         restrictions applicable to the Notes.

                                      E-1
<PAGE>

                  You are entitled to rely upon this letter and are irrevocably
authorized to produce this letter or a copy hereof to any interested party in
any administrative or legal proceedings or official inquiry with respect to the
matters covered hereby. Terms used in this certificate have the meanings set
forth in Regulation S.

                                               Very truly yours,

                                               [Name of Transferor]

                                               By: _____________________________

                                      E-2
<PAGE>

                                                                       EXHIBIT F

                              SUBSIDIARY GUARANTEES

                  Each of the undersigned (the "Subsidiary Guarantors") hereby
jointly and severally unconditionally guarantees, to the extent set forth in the
Indenture dated as of September 25, 2003 by and among Quintiles Transnational
Corp., a North Carolina corporation, as issuer (the "Company"), the Subsidiary
Guarantors, as guarantors, and Wells Fargo Bank Minnesota, N.A., as Trustee (as
amended, restated or supplemented from time to time, the "Indenture"), and
subject to the provisions of the Indenture, (a) the due and punctual payment of
the principal of, and premium, if any, and interest on the Notes, when and as
the same shall become due and payable, whether at maturity, by acceleration or
otherwise, the due and punctual payment of interest on overdue principal of, and
premium and, to the extent permitted by law, interest, and the due and punctual
performance of all other obligations of the Company to the Holders or the
Trustee, all in accordance with the terms set forth in Article Ten of the
Indenture, and (b) in case of any extension of time of payment or renewal of any
Notes or any of such other obligations, that the same will be promptly paid in
full when due or performed in accordance with the terms of the extension or
renewal, whether at stated maturity, by acceleration or otherwise.

                  The obligations of the Subsidiary Guarantors to the Holders
and to the Trustee pursuant to this Subsidiary Guarantee and the Indenture are
expressly set forth in Article Ten of the Indenture, and reference is hereby
made to the Indenture for the precise terms and limitations of this Subsidiary
Guarantee. Each Holder of the Note to which this Subsidiary Guarantee is
endorsed, by accepting such Note, agrees to and shall be bound by such
provisions.

                  Each Subsidiary Guarantee will be limited to an amount not to
exceed the maximum amount that can be guaranteed by such Subsidiary Guarantor
after giving effect to all of its other contingent and fixed liabilities without
rendering such Subsidiary Guarantee, as it relates to such Subsidiary Guarantor,
voidable under applicable law relating to fraudulent conveyance or fraudulent
transfer or similar laws affecting the rights of creditors generally.

                         [Signatures on Following Pages]

                                      F-1
<PAGE>

                  IN WITNESS WHEREOF, each of the Subsidiary Guarantors has
caused this Subsidiary Guarantee to be signed by a duly authorized officer.

                                      BENEFIT HOLDING, INC.
                                      BENEFIT TRANSNATIONAL HOLDING CORP.
                                      BIOGLAN PHARMACEUTICALS COMPANY
                                      INNOVEX (NORTH AMERICA) INC.
                                      INNOVEX AMERICA HOLDING COMPANY
                                      INNOVEX MERGER CORP.
                                      MEDCOM, INC.
                                      PHARMABIO DEVELOPMENT, INC.
                                      PHARMA INFORMATICS, INC.
                                      PMSI DATABASE SERVICES, INC.
                                      PMSI FINANCE LIMITED
                                      PMSI HOLDINGS LIMITED
                                      PMSI SCOTT-LEVIN, INC.
                                      Q.E.D COMMUNICATIONS, INC.
                                      QFINANCE, INC.
                                      QUINTILES ASIA, INC.
                                      QUINTILES CLINICAL SUPPLIES AMERICAS, INC.
                                      QUINTILES FEDERATED SERVICES, INC.
                                      QUINTILES, INC.
                                      QUINTILES INFORMATICS, INC.
                                      QUINTILES LABORATORIES LIMITED
                                      QUINTILES LATIN AMERICA, INC.
                                      QUINTILES PACIFIC, INC.
                                      QUINTILES PHASE ONE SERVICES, INC.
                                      QUINTILES SCOTT-LEVIN, INC.
                                      QUINTILES TECHNOLOGIES, INC.
                                      SOURCE INFORMATICS EUROPEAN FINANCE, INC.
                                      SOURCE INFORMATICS EUROPEAN HOLDINGS, INC.
                                      THE LEWIN GROUP, INC.

                                      By: ______________________________________
                                          John S. Russell
                                          President

                                      F-2
<PAGE>

                                      INNOVEX, L.P.

                                      INNOVEX AMERICAN HOLDING COMPANY,
                                      as General Partner

                                      By: ______________________________________
                                          John S. Russell
                                          President

                                      MSM GROUP LIMITED PARTNERSHIP,
                                      as Limited Partner

                                         QUINTILES PACIFIC, INC.,
                                         as General Partner

                                         By: ___________________________________
                                             John S. Russell
                                             President

                                         INNOVEX (NORTH AMERICA) INC.,
                                         as Limited Partner

                                         By: ___________________________________
                                             John S. Russell
                                             President

                                      F-3
<PAGE>

                                         INNOVEX NEVADA LIMITED PARTNERSHIP

                                         QUINTILES PACIFIC, INC.,
                                         as General Partner

                                         By: ___________________________________
                                             John S. Russell
                                             President

                                         INNOVEX (NORTH AMERICA) INC.,
                                         as Limited Partner

                                         By: ___________________________________
                                             John S. Russell
                                             President

                                      F-4
<PAGE>

                                         INNOVEX SUPPORT SERVICES LIMITED
                                         PARTNERSHIP

                                         INNOVEX AMERICA HOLDING COMPANY,
                                         as General Partner

                                         By: ___________________________________
                                             John S. Russell
                                             President

                                         INNOVEX NEVADA LIMITED PARTNERSHIP,
                                         as Limited Partner

                                             QUINTILES PACIFIC, INC.
                                             as General Partner

                                             By: _______________________________
                                                 John S. Russell
                                                 President

                                             INNOVEX (NORTH AMERICA) INC.,
                                             as Limited Partner

                                             By: _______________________________
                                                 John S. Russell
                                                 President

                                      F-5
<PAGE>

                                      MSM GROUP LIMITED PARTNERSHIP

                                      QUINTILES PACIFIC, INC.,
                                      as General Partner

                                      By: ___________________________________
                                          John S. Russell
                                          President

                                      INNOVEX (NORTH AMERICA) INC.,
                                      as Limited Partner

                                      By: ___________________________________
                                          John S. Russell
                                          President

                                      F-6
<PAGE>

                                      QUINTILES TRANSFER, L.L.C.

                                      QUINTILES PACIFIC, INC.,
                                      as sole Member

                                      By: ___________________________________
                                          John S. Russell
                                          President

                                      F-7
<PAGE>

                                      SOURCE INFORMATICS EUROPEAN
                                      HOLDINGS, LLC

                                      SOURCE INFORMATICS EUROPEAN
                                      HOLDINGS, INC.,
                                      as sole Member

                                      By: ___________________________________
                                          John S. Russell
                                          President

                                      F-8
<PAGE>

                                      QUINTILES AUSTRIAN HOLDINGS, LLC

                                      Quintiles Transnational Corp.
                                      as sole Member

                                      By: ___________________________________
                                          John S. Russell
                                          Executive Vice President

                                      F-9
<PAGE>

                                                                       EXHIBIT G

                            [FORM OF CERTIFICATE FROM
                  ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR]

Quintiles Transnational Corp.
4709 Creekstone Drive
Riverbirch Building, Suite 200
Durham, North Carolina 27703-8411

Wells Fargo Bank Minnesota, N.A.
213 Court Street
Suite 703
Middletown, CT 06457

                  Re:  10% SENIOR SUBORDINATED NOTES DUE 2013

                  Reference is hereby made to the Indenture, dated as of
September 25, 2003 (the "Indenture"), between Quintiles Transnational Corp., as
issuer (the "Company"), and Wells Fargo Bank Minnesota, N.A., as trustee.
Capitalized terms used but not defined herein shall have the meanings given to
them in the Indenture.

                  In connection with our proposed purchase of $450 million
aggregate principal amount of:

         (b)      [ ] a beneficial interest in a Global Note, or

         (c)      [ ] a Definitive Note,

we confirm that:

         1.       We understand that any subsequent transfer of the Notes or any
interest therein is subject to certain restrictions and conditions set forth in
the Indenture and the undersigned agrees to be bound by, and not to resell,
pledge or otherwise transfer the Notes or any interest therein except in
compliance with, such restrictions and conditions and the United States
Securities Act of 1933, as amended (the "Securities Act").

         2.       We understand that the offer and sale of the Notes have not
been registered under the Securities Act, and that the Notes and any interest
therein may not be offered or sold except as permitted in the following
sentence. We agree, on our own behalf and on behalf of any

                                      G-1
<PAGE>

accounts for which we are acting as hereinafter stated, that if we should sell
the Notes or any interest therein, prior to the expiration of the holding period
applicable to sales of the Senior Notes under Rule 144(k) of the Securities Act,
we will do so only (A) to the Company or any subsidiary thereof, (B) in
accordance with Rule 144A under the Securities Act to a "qualified institutional
buyer" (as defined therein), (C) outside the United States in accordance with
Rule 904 of Regulation S under the Securities Act, (D) pursuant to the
provisions of Rule 144(k) under the Securities Act, (E) in accordance with
another exemption from the registration requirements of the Securities Act (and
based upon an opinion of counsel acceptable to the Company) or (F) pursuant to
an effective registration statement under the Securities Act, and we further
agree to provide to any person purchasing the Definitive Note or beneficial
interest in a Global Note from us in a transaction meeting the requirements of
clauses (A) through (E) of this paragraph a notice advising such purchaser that
resales thereof are restricted as stated herein.

         3.       We understand that, on any proposed resale of the Notes or
beneficial interest therein, we will be required to furnish to you and the
Company such certifications, legal opinions and other information as you and the
Company may reasonably require to confirm that the proposed sale complies with
the foregoing restrictions. We further understand that the Notes purchased by us
will bear a legend to the foregoing effect. We further understand that any
subsequent transfer by us of the Notes or beneficial interest therein acquired
by us must be effected through one of the Placement Agents.

         4.       We are an institutional "accredited investor" (as defined in
Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and
have such knowledge and experience in financial and business matters as to be
capable of evaluating the merits and risks of our investment in the Notes, and
we and any accounts for which we are acting are each able to bear the economic
risk of our or its investment.

         5.       We are acquiring the Notes or beneficial interest therein
purchased by us for our own account or for one or more accounts (each of which
is an institutional "accredited investor") as to each of which we exercise sole
investment discretion.

                                      G-2
<PAGE>

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

                                      __________________________________________
                                      [Insert Name of Transferor]

                                      By: ______________________________________
                                          Name:
                                          Title:

Dated:  _____________, _____

                                      G-3