<PAGE>

                                                                     EXHIBIT 4.1

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

                           COVENTRY HEALTH CARE, INC.,
                                    as Issuer

                          5-7/8% SENIOR NOTES DUE 2012

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

                                    INDENTURE

                          Dated as of January 28, 2005

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

                      WACHOVIA BANK, NATIONAL ASSOCIATION,
                                   as Trustee

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

<PAGE>

                             CROSS-REFERENCE TABLE*

<TABLE>
<CAPTION>
Trust Indenture Act                                                             Indenture
<S>                                                                             <C>
310 (a)(1)..................................................................      7.10
(a)(2)......................................................................      7.10
(a)(3)......................................................................      N.A.
(a)(4)......................................................................      N.A.
(a)(5)......................................................................      7.10
(b).........................................................................      7.10
(c).........................................................................      N.A.
311 (a).....................................................................      7.11
(b).........................................................................      7.11
(c).........................................................................      N.A.
312 (a).....................................................................      2.05
(b).........................................................................      11.03
(c).........................................................................      11.03
313 (a).....................................................................      7.06
(b)(2)......................................................................      7.06; 7.07
(c).........................................................................      7.06; 11.02
(d).........................................................................      7.06
314 (a).....................................................................      4.03
(a)(4)......................................................................      11.05
(c)(1)......................................................................      11.04
(c)(2)......................................................................      11.04
(c)(3)......................................................................      N.A.
(e).........................................................................      11.05
(f).........................................................................      N.A.
315 (a).....................................................................      7.01
(b).........................................................................      7.05
(c).........................................................................      7.01
(d).........................................................................      7.01
(e).........................................................................      6.11
316 (a)(last sentence)......................................................      2.09
(a)(1)(A)...................................................................      6.05
(a)(1)(B)...................................................................      6.04
(a)(2)......................................................................      N.A.
(b).........................................................................      6.07
(c).........................................................................      2.12
317 (a)(1)..................................................................      6.08
(a)(2)......................................................................      6.09
(b).........................................................................      2.04
318 (a).....................................................................      N.A.
(b).........................................................................      N.A.
(c).........................................................................      11.01
</TABLE>

N.A. means not applicable.

*This Cross-Reference Table is not part of this Indenture.

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                PAGE
<S>                                                                                             <C>
ARTICLE 1. DEFINITIONS AND INCORPORATION BY REFERENCE.........................................    1

         Section 1.01.      Definitions.......................................................    1

         Section 1.02.      Other Definitions.................................................   23

         Section 1.03.      Incorporation by Reference of Trust Indenture Act.................   24

         Section 1.04.      Rules of Construction.............................................   24

ARTICLE 2. THE NOTES..........................................................................   24

         Section 2.01.      Form and Dating...................................................   24

         Section 2.02.      Execution and Authentication......................................   25

         Section 2.03.      Registrar and Paying Agent........................................   26

         Section 2.04.      Paying Agent to Hold Money in Trust...............................   26

         Section 2.05.      Holder Lists......................................................   27

         Section 2.06.      Transfer and Exchange.............................................   27

         Section 2.07.      Replacement Notes.................................................   39

         Section 2.08.      Outstanding Notes.................................................   40

         Section 2.09.      Treasury Notes....................................................   40

         Section 2.10.      Temporary Notes...................................................   40

         Section 2.11.      Cancellation......................................................   41

         Section 2.12.      Defaulted Interest................................................   41

         Section 2.13.      CUSIP or ISIN Numbers.............................................   41

         Section 2.14.      Additional Interest...............................................   41

ARTICLE 3. MANDATORY REDEMPTION; SINKING FUND.................................................   42

ARTICLE 4. COVENANTS..........................................................................   42

         Section 4.01.      Payment of Notes..................................................   42

         Section 4.02.      Maintenance of Office or Agency...................................   42

         Section 4.03.      Commission Reports................................................   43

         Section 4.04.      Compliance Certificate............................................   44

         Section 4.05.      Taxes.............................................................   44

         Section 4.06.      Stay, Extension and Usury Laws....................................   45

         Section 4.07.      Corporate Existence...............................................   45

         Section 4.08.      Limitation on Debt................................................   45

         Section 4.09.      Limitation on Restricted Payments.................................   48

         Section 4.10.      Limitation on Liens...............................................   50
</TABLE>

                                        i
<PAGE>

                                TABLE OF CONTENTS
                                   (CONTINUED)

<TABLE>
<CAPTION>
                                                                                                PAGE
<S>                                                                                             <C>
         Section 4.11.      Limitation on Restrictions on Distributions from Restricted
                            Subsidiaries......................................................   51

         Section 4.12.      Designation of Restricted and Unrestricted Subsidiaries...........   52

         Section 4.13.      Repurchase at the Option of Holders Upon a Change of Control......   53

         Section 4.14.      Covenant Removal..................................................   54

         Section 4.15.      Limitation on Sale and Leaseback Transactions.....................   55

ARTICLE 5. SUCCESSORS.........................................................................   55

         Section 5.01.      Merger, Consolidation and Sale of Property........................   55

         Section 5.02.      Successor Corporation Substituted.................................   56

ARTICLE 6. DEFAULTS AND REMEDIES..............................................................   57

         Section 6.01.      Events of Default.................................................   57

         Section 6.02.      Acceleration......................................................   58

         Section 6.03.      Other Remedies....................................................   58

         Section 6.04.      Waiver of Past Defaults...........................................   59

         Section 6.05.      Control by Majority...............................................   59

         Section 6.06.      Limitation on Suits...............................................   59

         Section 6.07.      Rights of Holders to Receive Payment..............................   59

         Section 6.08.      Collection Suit by Trustee........................................   60

         Section 6.09.      Trustee May File Proofs of Claim..................................   60

         Section 6.10.      Priorities........................................................   60

         Section 6.11.      Undertaking for Costs.............................................   61

ARTICLE 7. TRUSTEE............................................................................   61

         Section 7.01.      Duties of Trustee.................................................   61

         Section 7.02.      Rights of Trustee.................................................   62

         Section 7.03.      Individual Rights of Trustee......................................   63

         Section 7.04.      Trustee's Disclaimer..............................................   63

         Section 7.05.      Notice of Defaults................................................   63

         Section 7.06.      Reports by Trustee to Holders.....................................   63

         Section 7.07.      Compensation and Indemnity........................................   64

         Section 7.08.      Replacement of Trustee............................................   64

         Section 7.09.      Successor Trustee by Merger, etc..................................   65

         Section 7.10.      Eligibility; Disqualification.....................................   65

         Section 7.11.      Preferential Collection of Claims Against Company.................   66
</TABLE>

                                       ii
<PAGE>

                                TABLE OF CONTENTS
                                   (CONTINUED)

<TABLE>
<CAPTION>
                                                                                                PAGE
<S>                                                                                             <C>
ARTICLE 8. LEGAL DEFEASANCE AND COVENANT DEFEASANCE...........................................   66

         Section 8.01.      Option to Effect Legal Defeasance or Covenant Defeasance..........   66

         Section 8.02.      Legal Defeasance and Discharge....................................   66

         Section 8.03.      Covenant Defeasance...............................................   66

         Section 8.04.      Conditions to Legal or Covenant Defeasance........................   67

         Section 8.05.      Deposited Money and Government Securities to be Held in Trust;
                            Other Miscellaneous Provisions....................................   68

         Section 8.06.      Repayment to Company..............................................   69

         Section 8.07.      Reinstatement.....................................................   69

ARTICLE 9. AMENDMENT, SUPPLEMENT AND WAIVER...................................................   69

         Section 9.01.      Without Consent of Holders of Notes...............................   69

         Section 9.02.      With Consent of Holders of Notes..................................   70

         Section 9.03.      Compliance with Trust Indenture Act...............................   71

         Section 9.04.      Revocation and Effect of Consents.................................   71

         Section 9.05.      Notation on or Exchange of Notes..................................   72

         Section 9.06.      Trustee to Sign Amendments, etc...................................   72

ARTICLE 10. SATISFACTION AND DISCHARGE........................................................   72

         Section 10.01.     Satisfaction and Discharge........................................   72

         Section 10.02.     Deposited Money and Government Securities to be Held in Trust;
                            Other Miscellaneous Provisions....................................   73

         Section 10.03.     Repayment to Company..............................................   73

ARTICLE 11. MISCELLANEOUS.....................................................................   73

         Section 11.01.     Trust Indenture Act Controls......................................   73

         Section 11.02.     Notices...........................................................   73

         Section 11.03.     Communication by Holders with Other Holders ......................   75

         Section 11.04.     Certificate and Opinion as to Conditions Precedent................   75

         Section 11.05.     Statements Required in Certificate or Opinion.....................   75

         Section 11.06.     Rules by Trustee and Agents.......................................   75

         Section 11.07.     No Personal Liability of Directors, Officers, Employees and
                            Stockholders......................................................   75

         Section 11.08.     Governing Law.....................................................   76

         Section 11.09.     No Adverse Interpretation of Other Agreements.....................   76

         Section 11.10.     Successors........................................................   76

         Section 11.11.     Severability......................................................   76
</TABLE>

                                       iii
<PAGE>

                                TABLE OF CONTENTS
                                   (CONTINUED)

<TABLE>
<CAPTION>
                                                                                                PAGE
<S>                                                                                             <C>
         Section 11.12.     Counterpart Originals.............................................   76

         Section 11.13.     Table of Contents, Headings, etc..................................   76

EXHIBITS

                  Exhibit A         FORM OF NOTE..............................................  A-1
                  Exhibit B         FORM OF CERTIFICATE OF TRANSFER...........................  B-1
                  Exhibit C         FORM OF CERTIFICATE OF EXCHANGE...........................  C-1
                  Exhibit D         FORM OF CERTIFICATE FROM ACQUIRING
                                    INSTITUTIONAL ACCREDITED INVESTOR
</TABLE>

                                       iv

<PAGE>

            This INDENTURE, dated as of January 28, 2005, is between Coventry
Health Care, Inc., a Delaware corporation (the "Company"), and Wachovia Bank,
National Association, a national banking association, as trustee (the
"Trustee").

            The Company and the Trustee agree as follows for the benefit of each
other and for the equal and ratable benefit of the Holders of the 5-7/8% Senior
Notes due 2012 (the "Notes"):

                                    ARTICLE 1

                   DEFINITIONS AND INCORPORATION BY REFERENCE

            Section 1.01. Definitions.

            For all purposes of this Indenture, except as otherwise expressly
provided or unless the context otherwise requires:

            "144A Global Note" means the global note in the form of Exhibit A
hereto bearing the Global Note Legend and the Private Placement Legend and
deposited with and registered in the name of the Depositary or its nominee that
will be issued in a denomination equal to the outstanding principal amount of
the Notes sold in reliance on Rule 144A.

            "2015 Indenture" means that certain Indenture dated as of January
28, 2005, between the Company and Wachovia Bank, National Association, as
trustee, under which the 2015 Notes will be issued.

            "2015 Notes" means the Company's 6-1/8% Senior Notes due 2015 in the
original aggregate principal amount of $250,000,000 issued on the Issue Date.

            "Acquired Debt" means Debt of a Person outstanding on the date on
which such Person becomes a Restricted Subsidiary or assumed in connection with
the acquisition of assets from such Person.

            "Additional Interest" has the meaning set forth in the Registration
Rights Agreement.

            "Additional Notes" means 5-7/8% Senior Notes due 2012 of the Company
issued in compliance with and under this Indenture after the Issue Date and
having identical terms to the Initial Notes or the Exchange Notes.

            "Affiliate" of any specified Person means:

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

            (b) any other 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 (a) above.

<PAGE>

            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.

            "Agent" means any Registrar, co-registrar, Paying Agent or
additional paying agent.

            "Applicable Procedures" means, with respect to any transfer,
redemption or exchange of or for beneficial interests in any Global Note, the
rules and procedures of the Depositary, Euroclear and Clearstream that apply to
such transfer, redemption or exchange.

            "Asset Sale" means any sale, lease, transfer, issuance or other
disposition (or series of related sales, leases, 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

            (b) 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) or (b) above,

                  (1) any disposition by a Restricted Subsidiary to the Company
            or by the Company or a Restricted Subsidiary to a Restricted
            Subsidiary,

                  (2) any disposition that constitutes a Permitted Investment or
            Restricted Payment permitted by Section 4.09,

                  (3) any disposition effected in compliance with the first
            paragraph of Section 5.01,

                  (4) any disposition or series of related dispositions of
            Property with an aggregate Fair Market Value, and for net proceeds,
            of less than $1.0 million, and

                  (5) any disposition of cash, Cash Equivalents or Investment
            Grade Securities.

            "Attributable Debt" in respect of a Sale and Leaseback Transaction
means, at any date of determination,

            (a) if such Sale and Leaseback Transaction is a Capital Lease
      Obligation, the amount of Debt represented thereby according to the
      definition of "Capital Lease Obligations", and

            (b) in all other instances the present value (discounted at the
      weighted average interest rate borne by the Notes and the 2015 Notes
      issued on the Issue Date, compounded annually) of the total obligations of
      the lessee for net rental payments during the remaining term of the lease
      included in such Sale and Leaseback Transaction (including any period for
      which such lease has been extended).

                                       2
<PAGE>

            "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 product of the numbers 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 the amount of such payment by

            (b) the sum of all such payments.

            "Bankruptcy Law" means Title 11, U.S. Code or any similar federal,
state or foreign law for the relief of debtors.

            "Board of Directors" means Board of Directors of the Company.

            "Board Resolution" means a copy of a resolution certified by the
Secretary or an Assistant Secretary of the Company to have been duly adopted by
the Board of Directors and to be in full force and effect on the date of such
certification, and delivered to the Trustee.

            "Business Day" means any day other than a Legal Holiday.

            "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 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 4.10, 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.

            "Capital Stock Sale Proceeds" means the aggregate cash proceeds
received by the Company from the issuance or sale (other than to a Subsidiary of
the Company or an employee stock ownership plan or trust established by the
Company or any such Subsidiary for the benefit of their employees) by the
Company of its Capital Stock (other than Disqualified Stock) after the Start
Date, 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.

            "Cash Equivalents" means:

            (a) securities issued or directly and fully guaranteed or insured by
      the United States Government or any agency or instrumentality thereof
      (provided that the full faith and credit of the United States is pledged
      in support thereof), having maturities of not more than one year from the
      date of acquisition;

            (b) marketable general obligations issued by any state of the United
      States of America or any political subdivision of any such state or any
      public instrumentality thereof

                                       3
<PAGE>

      maturing within one year from the date of acquisition thereof (provided
      that the full faith and credit of the United States is pledged in support
      thereof) and, at the time of acquisition thereof, having one of the two
      highest credit ratings obtainable from both S&P's and Moody's;

            (c) certificates of deposit, time deposits, eurodollar time
      deposits, overnight bank deposits or bankers' acceptance having maturities
      of not more than one year from the date of acquisition thereof issued by
      any commercial bank organized in the United States of America, the
      long-term debt of which is rated at the time of acquisition thereof in one
      of the two highest categories obtainable from both S&P's and Moody's, and
      having combined capital and surplus in excess of $500.0 million;

            (d) repurchase obligations with a term of not more than seven days
      for underlying securities of the types described in clauses (a), (b) and
      (c) entered into with any bank meeting the qualifications specified in
      clause (c) above;

            (e) commercial paper rated at the time of acquisition thereof in one
      of the two highest categories obtainable from both S&P's and Moody's or
      carrying an equivalent rating by a nationally recognized rating agency, if
      both of the two named rating agencies cease publishing ratings of
      investments, and in any case maturing within one year after the date of
      acquisition thereof; and

            (f) interests in any investment company or money market fund which
      invests at least 95% of its assets in instruments of the type specified in
      clauses (a) through (e) above.

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

            (a) if any "person" or "group" (as such terms are used in Sections
      13(d) and 14(d) of the Exchange Act or any successor provisions to either
      of the foregoing), including any group acting for the purpose of
      acquiring, holding, voting or disposing of securities within the meaning
      of Rule 13d-5(b)(1) under the Exchange Act, becomes the "beneficial owner"
      (as defined in Rule 13d-3 under the Exchange Act, except that a person
      will be deemed to have "beneficial ownership" of 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, of
      a majority of the total voting power of the Voting Stock of the Company
      (for purposes of this clause (a), such person or group shall be deemed to
      beneficially own any Voting Stock of a corporation held by any other
      corporation (the "parent corporation") so long as such person or group
      beneficially owns, directly or indirectly, in the aggregate a majority of
      the total voting power of the Voting Stock of such parent corporation); or

            (b) the sale, transfer, assignment, lease, conveyance or other
      disposition, directly or indirectly, of all or substantially all the
      assets of the Company and the Restricted Subsidiaries, considered as a
      whole (other than a disposition of such Property as an entirety or
      virtually as an entirety to a Wholly Owned Restricted Subsidiary) shall
      have occurred, or the Company merges, consolidates or amalgamates with
      into any other Person or any other Person merges, consolidates or
      amalgamates with or into the Company, in any such event pursuant to a
      transaction in which the outstanding Voting Stock of the Company is
      reclassified into or exchanged for cash, securities or other Property,
      other than any such transaction where:

                  (1) the outstanding Voting Stock of the Company is
            reclassified into or exchanged for other Voting Stock of the Company
            or for Voting Stock of the surviving corporation, and

                                       4
<PAGE>

                  (2) the holders of the Voting Stock of the Company immediately
            prior to such transaction own, directly or indirectly, not less than
            a majority of the Voting Stock of the Company or the surviving
            corporation immediately after such transaction and in substantially
            the same proportion as before the transaction; or

            (c) during any period of two consecutive years, individuals who at
      the beginning of such period constituted the Board of Directors (together
      with any new directors whose election or appointment by such Board or
      whose nomination for election by the shareholders of the Company was
      approved by a vote of not less than three-fourths of the directors then
      still in office who were either directors at the beginning of such period
      or whose election or nomination for election was previously so approved)
      cease for any reason to constitute a majority of the Board of Directors
      then in office; or

            (d) the shareholders of the Company shall have approved any plan of
      liquidation or dissolution of the Company.

            "Clearstream" means Clearstream Banking S.A. and any successor
thereto.

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

            "Commission" means the United States Securities and Exchange
Commission.

            "Consolidated Interest Coverage Ratio" means, as of any date of
determination, the ratio of:

            (a) the aggregate amount of EBITDA for the most recent four
      consecutive fiscal quarters ending at least 45 days prior to such
      determination date to

            (b) Consolidated Interest Expense for such four fiscal quarters;

            provided, however, that:

                  (1) if

                        (A) since the beginning of such period the Company or
                  any Restricted Subsidiary has Incurred any Debt that remains
                  outstanding or Repaid any Debt, or

                        (B) the transaction giving rise to the need to calculate
                  the Consolidated Interest Coverage Ratio is an Incurrence or
                  Repayment of Debt,

            Consolidated Interest Expense for such period shall be calculated
            after giving effect on a pro forma basis to such Incurrence or
            Repayment as if such Debt was Incurred or Repaid on the first day of
            such period, provided that, in the event of any such Repayment of
            Debt, EBITDA for such period shall be calculated as if the Company
            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, and

                  (2) if

                                       5
<PAGE>

                        (A) since the beginning of such period the Company or
                  any Restricted Subsidiary shall have made any Asset Sale or an
                  Investment (by merger or otherwise) in any Restricted
                  Subsidiary (or any Person which becomes a Restricted
                  Subsidiary) or an acquisition of Property which constitutes
                  all or substantially all of an operating unit of a business,

                        (B) the transaction giving rise to the need to calculate
                  the Consolidated Interest Coverage Ratio is such an Asset
                  Sale, Investment or acquisition, or

                        (C) since the beginning of such period any Person (that
                  subsequently became a Restricted Subsidiary or was merged with
                  or into the Company or any Restricted Subsidiary since the
                  beginning of such period) shall have made such an Asset Sale,
                  Investment or acquisition,

                        EBITDA for such period shall be calculated after giving
                        pro forma effect to such Asset Sale, Investment or
                        acquisition as if such Asset Sale, Investment or
                        acquisition occurred on the first day of such period;

                  (3) the EBITDA attributable to discontinued operations, as
            determined in accordance with GAAP, and operations or businesses
            disposed of prior to the determination date, shall be excluded; and

                  (4) the Consolidated Interest Expense attributable to
            discontinued operations, as determined in accordance with GAAP, and
            operations or businesses disposed of prior to the determination
            date, shall be excluded, but only to the extent that the obligations
            giving rise to such Consolidated Interest Expense will not be
            obligations of the specified Person or any of its Restricted
            Subsidiaries following the determination date.

            If any Debt bears a floating 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 rate of interest on the date of
determination had been the applicable base interest rate for the entire period
(taking into account any Interest Rate Agreement applicable to such Debt if such
Interest Rate Agreement has a remaining term in excess of 12 months). In the
event the Capital Stock of any Restricted Subsidiary is sold during the period,
the Company shall be deemed, for purposes of clause (1) above, to have Repaid
during such period the Debt of such Restricted Subsidiary to the extent the
Company and its continuing Restricted Subsidiaries are no longer liable for such
Debt after such sale.

            "Consolidated Interest Expense" means, for any period, the total
interest expense of the Company and its consolidated Restricted Subsidiaries,
plus, to the extent not included in such total interest expense, and to the
extent Incurred by the Company or its Restricted Subsidiaries during such
period,

            (a) interest expense attributable to leases constituting part of a
      Sale and Leaseback Transaction and to Capital Lease Obligations,

            (b) amortization of debt discount and debt issuance cost, including
      commitment fees,

            (c) capitalized interest,

                                       6
<PAGE>

            (d) non-cash interest expense,

            (e) commissions, discounts and other fees and charges owed with
      respect to letters of credit and bankers' acceptance financing,

            (f) net costs associated with Hedging Obligations (including
      amortization of fees),

            (g) Disqualified Stock Dividends,

            (h) Preferred Stock Dividends,

            (i) interest Incurred in connection with Investments in discontinued
      operations,

            (j) interest accruing on any Debt of any other Person to the extent
      such Debt is Guaranteed by the Company or any Restricted Subsidiary or
      secured by a Lien on assets of the Company or any Restricted Subsidiary,
      and

            (k) the cash contributions to any employee stock ownership plan or
      similar trust to the extent such contributions are used by such plan or
      trust to pay interest or fees to any Person (other than the Company) in
      connection with Debt Incurred by such plan or trust.

            "Consolidated Net Income" means, for any period, the net income
(loss) of the Company and its consolidated Subsidiaries; provided, however, that
there shall not be included in such Consolidated Net Income:

            (a) any net income (loss) of any Person (other than the Company) if
      such Person is not a Restricted Subsidiary, except that:

                  (1) subject to the exclusion contained in clause (c) below,
            the Company's and its consolidated Subsidiaries' equity in the net
            income of any such Person for such period shall be included in such
            Consolidated Net Income up to the aggregate amount of cash
            distributed by such Person during such period to the Company or a
            Restricted Subsidiary as a dividend or other distribution (subject,
            in the case of a dividend or other distribution to a Restricted
            Subsidiary, to the limitations contained in clause (c) below), and

                  (2) the Company's and its consolidated Subsidiaries' equity in
            a net loss of any such Person other than an Unrestricted Subsidiary
            for such period shall be included in determining such Consolidated
            Net Income,

            (b) any net income (loss) of any Restricted Subsidiary if such
      Restricted Subsidiary is subject to restrictions, directly or indirectly,
      on the payment of dividends or the making of distributions, directly or
      indirectly, to the Company, except that:

                  (1) subject to the exclusion contained in clause (c) below,
            the Company's and its consolidated Subsidiaries' equity in the net
            income of any such Restricted Subsidiary for such period shall be
            included in such Consolidated Net Income up to the greater of (I)
            the aggregate amount of cash actually distributed by such Restricted
            Subsidiary during such period to the Company or another Restricted
            Subsidiary as a dividend or other distribution (subject, in the case
            of a dividend or other distribution to another Restricted
            Subsidiary, to the limitation contained in this clause (b)) and (II)
            the

                                       7
<PAGE>

            aggregate amount of cash that could have been distributed by such
            Restricted Subsidiary during such period to the Company or another
            Restricted Subsidiary as a dividend or other distribution (subject,
            in the case of a dividend or other distribution to another
            Restricted Subsidiary, to the limitation contained in this clause
            (b)), and

                  (2) the Company's and its consolidated Subsidiaries' equity in
            a net loss of any such Restricted Subsidiary for such period shall
            be included in determining such Consolidated Net Income,

            (c) any gain or loss realized upon the sale or other disposition of
      any Property of the Company 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 course of business,

            (d) any extraordinary, nonrecurring or unusual gain or loss,

            (e) any charges relating to any premium or penalty paid, write off
      of deferred financing costs or other financial recapitalization charges in
      connection with redeeming or retiring any Debt prior to or at its Stated
      Maturity,

            (f) the cumulative effect of a change in accounting principles and

            (g) any non-cash compensation expense realized for grants of
      performance shares, stock options or other rights to officers, directors
      and employees of the Company or any Restricted Subsidiary, provided that
      such shares, options or other rights can be redeemed at the option of the
      holder only for Capital Stock of the Company (other than Disqualified
      Stock).

            Notwithstanding the foregoing, for purposes of Section 4.09 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 clause (c)(4) of the first paragraph of Section 4.09.

            "Consolidated Net Worth" means, with respect to any Person as of any
date, the sum of:

            (a) the consolidated equity of the common shareholders of such
      Person and its consolidated Subsidiaries as of a particular date; plus

            (b) the respective amounts reported on such Person's balance sheet
      as of a particular date with respect to any series of preferred stock
      (other than Disqualified Stock) that by its terms is not entitled to the
      payment of dividends unless such dividends may be declared and paid only
      out of net earnings in the year of declaration and payment, but only to
      the extent of any cash received by such Person upon issuance of the
      preferred stock; less

            (c) all write-ups (other than write-ups resulting from foreign
      currency transactions and write-ups of tangible assets of a going concern
      business made within 12 months after the acquisition of the business),
      subsequent to the Issue Date, in the book value of any asset owned by a
      Person or a Restricted Subsidiary of that Person; and

            (d) all unamortized debt discount and expense and unamortized
      deferred charges as of a particular date,

                                       8
<PAGE>

all of the foregoing determined in accordance with GAAP.

            "Corporate Trust Office of the Trustee" shall be at the address of
the Trustee specified in Section 11.02 hereof or such other address as to which
the Trustee may give notice to the Company.

            "Credit Agreement" means that certain Credit Agreement, dated as of
the Issue Date, among the Company, Canadian Imperial Bank of Commerce, as
administrative agent, Lehman Commercial Paper Inc., as syndication agent, and
the lenders parties thereto, providing for up to $300.0 million of term loan
borrowings and $150.0 million of revolving credit borrowings, including any
related notes, guarantees, collateral documents, instruments and agreements
executed in connection therewith, and in each case as amended, modified,
renewed, refunded, replaced or refinanced from time to time.

            "Credit Facilities" means one or more debt facilities (including,
without limitation, the Credit Agreement) or commercial paper facilities or
indentures, in each case with banks or other institutional lenders or investors
providing for revolving credit loans, term loans, debt securities, receivables
financing (including through the sale of receivables to such lenders or to
special purpose entities formed to borrow from such lenders against such
receivables) or letters of credit and any agreement or agreements governing Debt
Incurred to refinance, replace, restructure or refund such agreements in whole
or in part from time to time (whether with the original agent and lenders or
other agents and lenders or otherwise).

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

            "Custodian" means, with respect to the Notes issuable or issued in
whole or in part in global form, the Person specified in Section 2.03 hereof as
Custodian with respect to the Notes, any and all successors thereto appointed as
custodian hereunder and having become such pursuant to the applicable provisions
of this Indenture.

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

            (a) the principal of and premium (if any) in respect of:

                  (1) debt of such Person for money borrowed, 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 and all
      Attributable Debt in respect of Sale and Leaseback Transactions entered
      into by 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 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
      securing obligations (other than obligations described in (a) through (c)
      above)

                                       9
<PAGE>

      entered into in the ordinary course of business of such Person to the
      extent such letters of credit are not drawn upon or, if and to the extent
      drawn upon, such drawing is reimbursed no later than the third Business
      Day following receipt by such Person of a demand for reimbursement
      following payment on the letter of credit);

            (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, any Preferred Stock (but excluding, in each case, any accrued
      dividends);

            (f) all obligations of the type referred to in clauses (a) through
      (e) of other Persons and all dividends of other Persons for 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;

            (g) all obligations of the type referred to in clauses (a) through
      (f) of other Persons 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.

            The amount of Debt of any Person at any date shall be the
outstanding balance at such date of all unconditional obligations as described
above and the maximum liability, upon the occurrence of the contingency giving
rise to the obligation, of any contingent obligations at such date. The amount
of Debt represented by a Hedging Obligation shall be equal to:

                  (1) zero if such Hedging Obligation has been Incurred pursuant
            to clause (e) of the second paragraph of Section 4.08, or

                  (2) the amount required to be recorded as a liability in
            accordance with GAAP.

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

            "Definitive Note" means a certificated Note registered in the name
of the Holder thereof and issued in accordance with Section 2.01 hereof, in
substantially the form of Exhibit A hereto except that such Note shall not bear
the Global Note Legend and shall not have the "Schedule of Exchanges of
Interests in the Global Note" attached thereto.

            "Depositary" means, with respect to the Notes issuable or issued in
whole or in part in global form, the Person specified pursuant to Section 2.03
hereof as the Depositary with respect to the Notes, and any and all successors
thereto appointed as depositary hereunder and having become such pursuant to the
applicable provisions of this Indenture.

            "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 otherwise:

                                       10
<PAGE>

            (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 first anniversary of
the Stated Maturity of the Notes.

            "Disqualified Stock Dividends" means all dividends with respect to
Disqualified Stock of the Company held by Persons other than a Wholly Owned
Restricted Subsidiary. The amount of any such dividend shall be equal to the
quotient of such dividend divided by the difference between one and the maximum
statutory federal income tax rate (expressed as a decimal number between 1 and
0) then applicable to the Company.

            "Distribution Compliance Period" means the 40-day distribution
compliance period as defined in Regulation S.

            "EBITDA" means, for any period, an amount equal to, for the Company
and its consolidated Restricted Subsidiaries:

            (a) the sum of Consolidated Net Income for such period, plus the
      following to the extent reducing Consolidated Net Income for such period:

                  (1) the provision for taxes based on income or profits or
            utilized in computing net loss,

                  (2) Consolidated Interest Expense,

                  (3) depreciation,

                  (4) amortization of intangibles, and

                  (5) any other non-cash items (other than any such non-cash
            item to the extent that it represents an accrual of or reserve for
            cash expenditures in any future period), minus

            (b) all non-cash items increasing Consolidated Net Income for such
      period (other than any such non-cash item to the extent that it will
      result in the receipt of cash payments in any future period).

            Notwithstanding the foregoing clause (a), the provision for taxes
      and the depreciation, amortization and non-cash items of a Restricted
      Subsidiary shall be added to Consolidated Net Income to compute EBITDA
      only to the extent (and in the same proportion) that the net income of
      such Restricted Subsidiary was included in calculating Consolidated Net
      Income.

            "Euroclear" means Morgan Guaranty Trust Company of New York,
Brussels office, as operator of the Euroclear systems, and any successor
thereto.

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

                                       11
<PAGE>

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

            "Exchange Notes" means Notes issued in the Exchange Offer pursuant
to Section 2.06(f) hereof.

            "Exchange Offer" has the meaning set forth in the Registration
Rights Agreement.

            "Exchange Offer Registration Statement" has the meaning set forth 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 in good faith, (a) if such Property has a fair market value equal to
or less than $1.0 million, by any Officer of the Company, or (b) if such
Property has a fair market value in excess of $1.0 million, by the Board of
Directors.

            "GAAP" means United States generally accepted accounting principles
as in effect on the Issue Date, including those set forth:

            (a) in the opinions and pronouncements of the Accounting Principles
      Board of the American Institute of Certified Public Accountants,

            (b) in the statements and pronouncements of the Financial Accounting
      Standards Board,

            (c) in such other statements by such other entity as approved by a
      significant segment of the accounting profession, and

            (d) in the rules and regulations of the Commission governing the
      inclusion of financial statements (including pro forma financial
      statements) in periodic reports required to be filed pursuant to Section
      13 of the Exchange Act, including opinions and pronouncements in staff
      accounting bulletins and similar written statements from the accounting
      staff of the Commission.

            "Global Note Legend" means the legend set forth in Section
2.06(g)(ii), which is required to be placed on all Global Notes issued under
this Indenture.

            "Global Notes" means the global Notes in the form of Exhibit A
hereto issued in accordance with Article 2 hereof.

            "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) such 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);

                                       12
<PAGE>

      provided, however, that the term "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 under clause (c) of the
            definition of "Permitted Investment" or a Restricted Payment that is
            permitted under Section 4.09.

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

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

            "Holder" means a Person in whose name a Note is registered.

            "IAI Global Note" means the Global Note in the form of Exhibit A
hereto bearing the Global Note Legend and the Private Placement Legend and
deposited with and registered in the name of the Depositary or its nominee that
will be issued in a denomination equal to the outstanding principal amount of
the Notes sold to Institutional Accredited Investors, if any.

            "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 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 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
any Debt or other obligations of a Person existing at the time such Person
becomes a Subsidiary (whether by merger, consolidation, acquisition or
otherwise) shall be deemed to be Incurred by such Subsidiary at the time it
becomes a Subsidiary.

            "Indenture" means this instrument, as originally executed or as it
may from time to time be supplemented or amended in accordance with Article 9
hereof.

            "Indirect Participant" means a Person who holds a beneficial
interest in a Global Note through a Participant.

            "Initial Notes" means $250,000,000 in aggregate principal amount of
Notes issued under this Indenture on the date hereof.

            "Institutional Accredited Investor" means an institution that is an
"accredited investor" as defined in Rule 501(a)(1), (2), (3) or (7) under the
Securities Act.

            "Interest Payment Date" means January 15 and July 15 of each year,
or if any such day is not a Business Day, the next succeeding Business Day,
commencing July 15, 2005.

                                       13
<PAGE>

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

            "Investment" by any Person means any direct or indirect loan (other
than advances to customers in the ordinary course of business that are recorded
as accounts receivable on the balance sheet of such Person), advance or other
extension of credit 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, or otherwise) 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. For purposes
of Section 4.09 and Section 4.12 and the definition of "Restricted Payment,"
"Investment" shall include the portion (proportionate to the Company's equity
interest in such Subsidiary) of the Fair Market Value of the net assets of any
Subsidiary of the Company at the time that such Subsidiary is designated an
Unrestricted Subsidiary; provided, however, that upon a redesignation of such
Subsidiary as a Restricted Subsidiary, the Company shall be deemed to continue
to have a permanent "Investment" in an Unrestricted Subsidiary of an amount (if
positive) equal to:

            (a) the Company's "Investment" in such Subsidiary at the time of
      such redesignation, less

            (b) the portion (proportionate to the Company's equity interest in
      such Subsidiary) of the Fair Market Value of the net assets of such
      Subsidiary at the time of such redesignation.

            If the Company or any Subsidiary of the Company sells or otherwise
disposes of any Capital Stock of any direct or indirect Subsidiary of the
Company such that, after giving effect to any such sale or disposition, such
Person is no longer a Restricted Subsidiary of the Company, the Company will be
deemed to have made an Investment on the date of any such sale or disposition in
an amount equal to the Fair Market Value of the Capital Stock of such Subsidiary
not sold or disposed of.

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

            "Investment Grade Securities" means:

            (a) securities issued or directly and fully guaranteed or insured by
      the United States government or any agency or instrumentality thereof
      (other than Cash Equivalents),

            (b) debt securities or debt instruments with a rating of BBB- (or
      the equivalent) or higher by S&P, Baa3 (or the equivalent) or higher by
      Moody's or Class (2) (or the equivalent) or higher by NAIC or the
      equivalent of such rating by such rating organization, or, if no rating of
      S&P, Moody's or NAIC then exists, the equivalent of such rating by any
      other nationally recognized securities rating agency, but excluding any
      debt securities or instrument constituting loans or advances among the
      Company and its Subsidiaries, and

            (c) investments in any fund that invests exclusively in investments
      of the type described in clauses (a) and (b) which fund may also hold
      immaterial amounts of cash or Cash Equivalents pending investment and/or
      distribution.

                                       14
<PAGE>

            "Issue Date" means the date on which the Notes are initially issued.

            "Legal Holiday" means a Saturday, a Sunday or a day on which banking
institutions in the City of New York, the city in which the Corporate Trust
Office is located, or at a place of payment are authorized by law, regulation or
executive order to remain closed. 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 on such payment for
the intervening period.

            "Letter of Transmittal" means the letter of transmittal to be
prepared by the Company and sent to all Holders of the Initial Notes for use by
such Holders in connection with the Exchange Offer.

            "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 or preferential arrangement of any kind or
nature whatsoever 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).

            "Moody's" means Moody's Investors Service, Inc. or any successor to
the rating agency business thereof.

            "NAIC" means National Association of Insurance Commissioners.

            "Non-Recourse Debt" means Debt:

            (a) as to which neither the Company nor any of its Restricted
      Subsidiaries (i) provides credit support of any kind (including any
      undertaking, agreement or instrument that would constitute Debt), (ii) is
      directly or indirectly liable as a guarantor or otherwise, or (iii) is the
      lender;

            (b) no default with respect to which (including any rights that the
      holders of the Debt 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 (other than the notes) of the Company or any
      of its Restricted Subsidiaries to declare a default on such other Debt or
      cause the payment of the Debt to be accelerated or payable prior to its
      Stated Maturity; and

            (c) as to which the lenders have been notified in writing that they
      will not have any recourse to the stock or assets of the Company or any of
      its Restricted Subsidiaries.

            "Obligations" means any principal, premium, if any, interest
(including interest accruing on or after the filing of any petition in
bankruptcy or for reorganization, whether or not a claim for post-filing
interest is allowed in such proceeding), penalties, fees, charges, expenses,
indemnifications, reimbursement obligations, damages, guarantees, and other
liabilities or amounts payable under the documentation governing any Debt or in
respect thereto.

            "Officer" means the Chief Executive Officer, the President, the
Chief Financial Officer, or any Executive Vice President of the Company.

            "Officers' Certificate" means a certificate, in form and substance
reasonably satisfactory to the Trustee, signed by two Officers of the Company,
at least one of whom shall be the principal

                                       15
<PAGE>

executive officer or principal financial officer of the Company, and delivered
to the Trustee, that meets the requirements of Section 11.05.

            "Opinion of Counsel" means a written opinion, in form and substance
reasonably satisfactory to the Trustee, from legal counsel who is acceptable to
the Trustee. The counsel may be an employee of or counsel to the Company or the
Trustee, that meets the requirements of Section 11.05.

            "Participant" means, with respect to the Depositary, Euroclear or
Clearstream, a Person who has an account with the Depositary, Euroclear or
Clearstream, respectively, and, with respect to the Depository Trust Company,
shall include Euroclear and Clearstream.

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

            (a) the Company or any Restricted Subsidiary;

            (b) any Person that will, upon the making of such Investment, become
      a Restricted Subsidiary, provided that the primary business of such
      Restricted Subsidiary is a Related Business;

            (c) any Person if as a result of such Investment such Person is
      merged or consolidated with or into, or transfers or conveys all or
      substantially all its Property to, the Company or a Restricted Subsidiary,
      provided that such Person's primary business is a Related Business;

            (d) cash, Cash Equivalents or Investment Grade Securities;

            (e) 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;

            (f) payroll, travel 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;

            (g) loans and advances to employees made in the ordinary course of
      business consistent with past practices of the Company or such Restricted
      Subsidiary, as the case may be, provided that such loans and advances do
      not exceed $5.0 million at any one time outstanding;

            (h) stock, obligations or other securities received in settlement of
      debts created in the ordinary course of business and owing to the Company
      or a Restricted Subsidiary or in satisfaction of judgments;

            (i) any Person to the extent such Investment represents the non-cash
      portion of the consideration received in connection with an Asset Sale;

            (j) existence on the Issue Date;

            (k) agreements resulting from Hedging Obligations permitted under
      this Indenture;

                                       16
<PAGE>

            (l) any acquisition of Property solely in exchange for the issuance
      of Capital Stock (other than Disqualified Stock) of the Company; and

            (m) other Investments made for Fair Market Value that do not exceed
      5% of the Consolidated Net Worth of the Company at any one time in the
      aggregate (with the Fair Market Value of such Investment being measured at
      the time made and without giving effect to subsequent changes in value).

            "Permitted Liens" means:

            (a) Liens to secure Debt permitted to be Incurred under clause (b)
      of the second paragraph of Section 4.08, and, after the occurrence of a
      Ratings Event, Liens to secure Debt that would have been permitted to be
      Incurred under clause (b) of the second paragraph of Section 4.08 if such
      covenant had remained in effect and not been terminated as a result of the
      occurrence of a Ratings Event;

            (b) Liens to secure Debt permitted to be Incurred under clause (c)
      of the second paragraph of Section 4.08, and, after the occurrence of a
      Ratings Event, Liens to secure Debt that would have been permitted to be
      Incurred under clause (c) of the second paragraph of Section 4.08 if such
      covenant had remained in effect and not been terminated as a result of the
      occurrence of a Ratings Event; 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 promptly instituted and diligently concluded, 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, such as carriers', warehousemen's and
      mechanics' Liens 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;

            (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 or return-of-money bonds, surety bonds or other
      obligations of a like nature and Incurred in a manner consistent with
      industry practice, in each case which are not Incurred in connection with
      the borrowing of money, the obtaining of advances or credit or the payment
      of the deferred purchase price of Property and which do not in the
      aggregate 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

                                       17
<PAGE>

      series of 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 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 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 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) Liens existing on the Issue Date not otherwise described in
      clauses (a) through (i) above;

            (k) Liens not otherwise described in clauses (a) through (j) above
      on the Property of any Restricted Subsidiary to secure any Debt permitted
      to be Incurred by such Restricted Subsidiary pursuant to Section 4.08,
      and, after the occurrence of a Ratings Event, Liens not otherwise
      described in clauses (a) through (j) above on Property of any Restricted
      Subsidiary to secure any Debt that would have been permitted to be
      Incurred by such Restricted Subsidiary pursuant to Section 4.08 if such
      covenant had remained in effect and not been terminated as a result of the
      occurrence of a Ratings Event;

            (l) Liens on the Property of the Company or any Restricted
      Subsidiary to secure any Refinancing, in whole or in part, of any Debt
      secured by Liens referred to in clause (b), (f), (g), (j) or (k) above;
      provided, however, that any such Lien shall be limited to all or part of
      the same Property that secured the original Lien (together with
      improvements and accessions to such Property) and the aggregate principal
      amount of Debt that is secured by such Lien shall not be increased to an
      amount greater than the sum of:

                  (1) the outstanding principal amount, or, if greater, the
            committed amount, of the Debt secured by Liens described under
            clause (b), (f), (g), (j) or (k) above, as the case may be, at the
            time the original Lien became a Permitted Lien under this Indenture,
            and

                  (2) an amount necessary to pay any fees and expenses,
            including premiums and defeasance costs, incurred by the Company or
            such Restricted Subsidiary in connection with such Refinancing; and

            (m) rights of banks to set off deposits against debts owed to said
      bank;

                                       18
<PAGE>

            (n) Liens in favor of any governmental authority of any jurisdiction
      securing the obligations of the Company or any Restricted Subsidiary
      pursuant to any contract or payment owed to that entity pursuant to
      applicable laws, regulations or statutes;

            (o) Liens securing Debt for money borrowed of a Restricted
      Subsidiary owing to the Company or another Restricted Subsidiary; and

            (p) Liens not otherwise permitted by clauses (a) through (o) above
      encumbering assets having an aggregate Fair Market Value determined at the
      time such Lien is Incurred not in excess of 10% of the Consolidated Net
      Worth of the Company in the aggregate.

            "Permitted Refinancing Debt" means any Debt that Refinances any
other 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) then
            outstanding of the Debt being Refinanced, and

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

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

            (c) the Stated Maturity of such Debt is no earlier than the Stated
      Maturity of the Debt being Refinanced, and

            (d) the new Debt shall not be senior in right of payment to the Debt
      that is being Refinanced;

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

            (x) Debt of a Subsidiary that Refinances Debt of the Company, or

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

            "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.

            "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.

            "Preferred Stock Dividends" means all dividends with respect to
Preferred Stock of Restricted Subsidiaries held by Persons other than the
Company or a Wholly Owned Restricted

                                       19
<PAGE>

Subsidiary. The amount of any such dividend shall be equal to the quotient of
such dividend divided by the difference between one and the maximum statutory
federal income rate (expressed as a decimal number between 1 and 0) then
applicable to the issuer of such Preferred Stock.

            "Private Placement Legend" means the legend set forth in Section
2.06(g)(i) hereof to be placed on all Notes issued under this Indenture except
as otherwise permitted by the provisions of this Indenture.

            "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.

            "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

            (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, construction or lease of such Property by the Company or such
Restricted Subsidiary; and, provided further, however, that in no event shall
such Debt be Incurred in connection with the acquisition of Capital Stock.

            "QIB" means a "qualified institutional buyer" as defined in Rule
144A.

            "Rating Agencies" means Moody's and S&P.

            "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.

            "Registration Rights Agreement" means the Registration Rights
Agreement, dated January 28, 2005, between the Company and the initial
purchasers named therein.

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

            "Regulation S Global Note" means the global note in the form of
Exhibit A hereto bearing the Global Note Legend and the Private Placement Legend
and deposited with and registered in the name of the Depositary or its nominee
that will be issued in a denomination equal to the outstanding principal amount
of Notes sold in reliance on Regulation S.

            "Related Business" means any business that is related, ancillary or
complementary to the businesses of the Company and the Restricted Subsidiaries
on the Issue Date.

            "Repay" means, in respect of any Debt, to repay, prepay, repurchase,
redeem, legally defease or otherwise retire such Debt. "Repayment" and "Repaid"
shall have correlative meanings. For purposes of the definition of "Consolidated
Interest Coverage Ratio", Debt shall be considered to have

                                       20
<PAGE>

been Repaid only to the extent the related loan commitment, if any, shall have
been permanently reduced in connection therewith.

            "Responsible Officer," when used with respect to the Trustee, means
any officer within the Corporate Trust Department of the Trustee (or any
successor group of the Trustee) with direct responsibility for the
administration of this Indenture and also means, with respect to a particular
corporate trust matter, any other officer to whom such matter is referred
because of his or her knowledge of and familiarity with the particular subject.

            "Restricted Definitive Note" means one or more Definitive Notes
bearing the Private Placement Legend.

            "Restricted Global Notes" means the 144A Global Note, the IAI Global
Note and the Regulation S Global Note.

            "Restricted Payment" means:

            (a) any dividend or distribution (whether made in cash, securities
      or other Property) declared or paid on or with respect to any shares of
      Capital Stock of the Company or any Restricted Subsidiary (including any
      payment in connection with any merger or consolidation with or into the
      Company or any Restricted Subsidiary), except for 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 any dividend or distribution
      payable solely in 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 direct or indirect
      parent of the Company (including any payment in connection with any merger
      or consolidation involving the Company) or any 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);

            (c) the payment on or with respect to 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) 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 Restricted Subsidiary, 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 and the other Restricted Subsidiaries.

                                       21
<PAGE>

            "Restricted Subsidiary" means any Subsidiary of the Company other
than an Unrestricted Subsidiary.

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

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

            "Rule 903" means Rule 903 promulgated under the Securities Act.

            "Rule 904" means Rule 904 promulgated under the Securities Act.

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

            "Sale and Leaseback Transaction" means any direct or indirect
arrangement relating to Property now owned or hereafter acquired whereby the
Company or a Restricted Subsidiary transfers such Property to another Person and
the Company or a Restricted Subsidiary leases it from such Person.

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

            "Shelf Registration Statement" means the Shelf Registration
Statement as defined in the Registration Rights Agreement.

            "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.

            "Start Date" means January 1, 2002.

            "Stated Maturity" means, with respect to any 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 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).

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

            "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.

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

                                       22
<PAGE>

            "Trustee" means the Person named as the "Trustee" in the first
paragraph of this instrument until a successor Trustee shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Trustee" shall mean such successor Trustee.

            "Unrestricted Definitive Notes" means one or more Definitive Notes
that do not and are not required to bear the Private Placement Legend.

            "Unrestricted Global Notes" means one or more Global Notes, in the
form of Exhibit A attached hereto, that do not and are not required to bear the
Private Placement Legend and are deposited with and registered in the name of
the Depositary or its nominee.

            "Unrestricted Subsidiary" means:

            (a) any Subsidiary of the Company that is designated after the Issue
      Date as an Unrestricted Subsidiary as permitted or required pursuant to
      the covenant described under Section 4.12 and is not thereafter
      redesignated as a Restricted Subsidiary as permitted pursuant thereto; and

            (b) any Subsidiary of an Unrestricted Subsidiary.

            "U.S. Government Obligations" means direct obligations (or
certificates representing an ownership interest in such obligations) of the
United States of America (including any agency or instrumentality thereof) for
the payment of which the full faith and credit of the United States of America
is pledged and which are not callable or redeemable at the issuer's option.

            "Voting Stock" of any Person means all classes of Capital Stock
(including partnership interests) or other 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) is at such time owned, directly or indirectly, by the Company
and its other Wholly Owned Restricted Subsidiaries.

            Section 1.02. Other Definitions.

<TABLE>
<CAPTION>
                                                                       Defined in
Term                                                                     Section
<S>                                                                    <C>
"Authentication Order".............................................       2.02
"Change of Control Offer"..........................................       4.13
"Change of Control Payment Date"...................................       4.13
"Change of Control Purchase Price".................................       4.13
"Covenant Defeasance"..............................................       8.03
"DTC"..............................................................       2.03
"Event of Default".................................................       6.01
"Legal Defeasance".................................................       8.02
"Paying Agent".....................................................       2.03
"Permitted Debt"...................................................       4.08
"Ratings Event"....................................................       4.14
"Registrar"........................................................       2.03
"Removed Covenants"................................................       4.14
</TABLE>

                                       23
<PAGE>

<TABLE>
<S>                                                                       <C>
"Security Register"................................................       4.13
"Surviving Person".................................................       5.01
</TABLE>

            Section 1.03. Incorporation by Reference of Trust Indenture Act.

            Whenever this Indenture refers to a provision of the TIA, the
provision is incorporated by reference in and made a part of this Indenture. All
terms used in this Indenture that are defined by the TIA, defined by TIA
reference to another statute or defined by Commission rule under the TIA have
the meanings so assigned to them.

            Section 1.04. Rules of Construction.

            (a) Unless the context otherwise requires:

                  (1) a term has the meaning assigned to it;

                  (2) an accounting term not otherwise defined herein has the
            meaning assigned to it in accordance with GAAP;

                  (3) "or" is not exclusive;

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

                  (5) all references in this instrument to designated
            "Articles," "Sections" and other subdivisions are to the designated
            Articles, Sections and subdivisions of this instrument as originally
            executed;

                  (6) the words "herein," "hereof" and "hereunder" and other
            words of similar import refer to this Indenture as a whole and not
            to any particular Article, Section or other subdivision.

                  (7) "including" means "including without limitation";

                  (8) provisions apply to successive events and transactions;
            and

                  (9) references to sections of or rules under the Securities
            Act shall be deemed to include substitute, replacement or successor
            sections or rules adopted by the Commission from time to time.

                                   ARTICLE 2.

                                    THE NOTES

            Section 2.01. Form and Dating.

            (a) General. The Notes and the Trustee's certificate of
authentication shall be substantially in the form of Exhibit A hereto, which is
hereby incorporated in and expressly made part of this Indenture. The Notes may
have notations, legends or endorsements required by law, stock exchange rule or
usage. Each Note shall be dated the date of its authentication. The Notes shall
be in denominations of $2,000 and integral multiples of $1,000. The terms and
provisions contained in the

                                       24
<PAGE>

Notes shall constitute, and are hereby expressly made, a part of this Indenture
and the Company and the Trustee, by their execution and delivery of this
Indenture, expressly agree to such terms and provisions and to be bound thereby.
However, to the extent any provision of any Note conflicts with the express
provisions of this Indenture, the provisions of this Indenture shall govern and
be controlling.

            (b) Form of Notes. The Notes shall be issued initially in global
form and shall be substantially in the form of Exhibit A attached hereto
(including the Global Note Legend thereon and the "Schedule of Exchanges of
Interests in the Global Note" attached thereto). Notes issued in definitive form
shall be substantially in the form of Exhibit A attached hereto (but without the
Global Note Legend thereon and without the "Schedule of Exchanges of Interests
in the Global Note" attached thereto). Each Global Note shall represent such of
the outstanding Notes as shall be specified therein and each shall provide that
it shall represent the aggregate principal amount of outstanding Notes from time
to time endorsed thereon and that the aggregate principal amount of outstanding
Notes represented thereby may from time to time be reduced or increased, as
appropriate, to reflect exchanges and redemptions. Any endorsement of a Global
Note to reflect the amount of any increase or decrease in the aggregate
principal amount of outstanding Notes represented thereby shall be made by the
Trustee or the Custodian, at the direction of the Trustee, in accordance with
instructions given by the Holder thereof as required by Section 2.06 hereof.

            (c) Book-Entry Provisions. This Section 2.01(c) shall only apply to
Global Notes deposited with the Trustee, as custodian for the Depositary.
Participants and Indirect Participants shall have no rights under this Indenture
with respect to any Global Note held on their behalf by the Depositary or by the
Trustee as the custodian for the Depositary or under such Global Note, and the
Depositary shall be treated by the Company, the Trustee and any agent of the
Company or the Trustee as the absolute owner of such 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 furnished by
the Depositary or impair, as between the Depositary and its Participants or
Indirect Participants, the Applicable Procedures or the operation of customary
practices of the Depositary governing the exercise of the rights of a holder of
a beneficial interest in any Global Note.

            Section 2.02. Execution and Authentication.

            (a) Two Officers shall sign the Notes for the Company by manual or
facsimile signature. The Company's seal may be reproduced on the Notes and may
be in facsimile form.

            (b) If an Officer whose signature is on a Note no longer holds that
office at the time a Note is authenticated, the Note shall nevertheless be
valid.

            (c) A Note shall not be valid until authenticated by the manual
signature of the Trustee. The signature shall be conclusive evidence that the
Note has been authenticated under this Indenture.

            (d) The Trustee shall, upon a written order of the Company signed by
an Officer (an "Authentication Order"), authenticate Notes for original issue.

            (e) The Trustee may appoint an authenticating agent acceptable to
the Company to authenticate Notes. An authenticating agent may authenticate
Notes whenever the Trustee may do so. Each reference in this Indenture to
authentication by the Trustee includes authentication by such agent. An
authenticating agent has the same rights as an Agent to deal with Holders or an
Affiliate of the Company.

                                       25
<PAGE>

            (f) The Company may issue Additional Notes from time to time after
the offering of the Initial Notes. With respect to any Additional Notes, the
Company shall set forth in a resolution of the Board of Directors and an
Officers' Certificate, a copy of each which shall be delivered to the Trustee,
the following information:

                  (i) the aggregate principal amount at maturity of such
            Additional Notes to be authenticated and delivered pursuant to this
            Indenture;

                  (ii) the issue price, the issue date and the CUSIP number and
            corresponding ISIN of such Additional Notes; and

                  (iii) whether such Additional Notes shall be subject to
            transfer restrictions and issued in the form of Initial Notes as set
            forth in Exhibit A to this Indenture or shall be issued in the form
            of Exchange Notes as set forth in Exhibit A to this Indenture. The
            Initial Notes, the Exchange Notes and any Additional Notes
            subsequently issued under this Indenture shall be treated as a
            single class for all purposes under this Indenture, including,
            without limitation, waivers, amendments, redemptions and offers to
            purchase.

            Section 2.03. Registrar and Paying Agent.

            (a) The Company shall maintain an office or agency where Notes may
be presented for registration of transfer or for exchange ("Registrar") and an
office or agency where Notes may be presented for payment ("Paying Agent"). The
Registrar shall keep a register of the Notes and of their transfer and exchange.
The Company may appoint one or more co-registrars and one or more additional
paying agents. The term "Registrar" includes any co-registrar and the term
"Paying Agent" includes any additional paying agent. The Company may change any
Paying Agent or Registrar without notice to any Holder. The Company shall notify
the Trustee in writing of the name and address of any Agent not a party to this
Indenture. If the Company fails to appoint or maintain another entity as
Registrar or Paying Agent, the Trustee shall act as such. The Company or any of
its Subsidiaries may act as Paying Agent or Registrar.

            (b) The Company initially appoints The Depository Trust Company
("DTC") to act as Depositary with respect to the Global Notes.

            (c) The Company initially appoints the Trustee to act as the
Registrar and Paying Agent and to act as Custodian with respect to the Global
Notes.

            Section 2.04. Paying Agent to Hold Money in Trust.

            By no later than 10:00 a.m. (New York City time) on the date on
which any principal of, premium or Additional Interest, if any, or interest on
any Notes is due and payable, the Company shall deposit with the Paying Agent a
sum sufficient in immediately available funds to pay such amount when due. The
Company shall require each Paying Agent other than the Trustee to agree in
writing that the Paying Agent shall hold in trust for the benefit of Holders or
the Trustee all money held by the Paying Agent for the payment of principal,
premium, if any, or interest and Additional Interest, if any, on the Notes, and
shall notify the Trustee of any default by the Company in making any such
payment. While any such default continues, the Trustee may require a Paying
Agent to pay all money held by it to the Trustee. The Company at any time may
require a Paying Agent to pay all money held by it to the Trustee and to account
for any funds disbursed by such Paying Agent. Upon payment over to the Trustee,
the Paying Agent (if other than the Company or a Subsidiary) shall have no
further liability for the money. If the Company or a Subsidiary acts as Paying
Agent, it shall segregate and hold in a separate trust fund for

                                       26
<PAGE>

the benefit of the Holders all money held by it as Paying Agent. Upon any
bankruptcy or reorganization proceedings relating to the Company, the Trustee
shall serve as Paying Agent for the Notes.

            Section 2.05. 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
all Holders and shall otherwise comply with TIA Section 312(a). If the Trustee
is not the Registrar, the Company shall furnish to the Trustee at least seven
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 or such
shorter time as the Trustee may allow, as the Trustee may reasonably require of
the names and addresses of the Holders and the Company shall otherwise comply
with TIA Section 312(a).

            Section 2.06. Transfer and Exchange.

            (a) Transfer and Exchange of Global Notes. A Global Note may not be
transferred as a whole except by the Depositary to a nominee of the Depositary,
by a nominee of the Depositary to the Depositary or to another nominee of the
Depositary, or by the Depositary or any such nominee to a successor Depositary
or a nominee of such successor Depositary. All Global Notes will be exchanged by
the Company for Definitive Notes if (1) the Company delivers to the Trustee
notice from the Depositary that it is unwilling or unable to continue to act as
Depositary or that it is no longer a clearing agency registered under the
Exchange Act and, in either case, a successor Depositary is not appointed by the
Company within 120 days after the date of such notice from the Depositary; or
(2) a Default or Event of Default shall have occurred and be continuing. Upon
the occurrence of any of the preceding events in (1), or (2) above, Definitive
Notes shall be issued in denominations of $2,000 and integral multiples of
$1,000 and in such names as the Depositary shall instruct the Trustee. Global
Notes also may be exchanged or replaced, in whole or in part, as provided in
Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in
exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to
this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and
delivered in the form of, and shall be, a Global Note. A Global Note may not be
exchanged for another Note other than as provided in this Section 2.06(a),
however, beneficial interests in a Global Note may be transferred and exchanged
as provided in Section 2.06(b), (c) or (f) hereof.

            (b) Transfer and Exchange of Beneficial Interests in the Global
Notes. The transfer and exchange of beneficial interests in the Global Notes
shall be effected through the Depositary, in accordance with the provisions of
this Indenture and the Applicable Procedures. Beneficial interests in the
Restricted Global Notes shall be subject to restrictions on transfer comparable
to those set forth herein to the extent required by the Securities Act.
Transfers of beneficial interests in the Global Notes also shall require
compliance with either clause (i) or (ii) below, as applicable, as well as one
or more of the other following clauses, as applicable:

                  (i) Transfer of Beneficial Interests in the Same Global Note.
            Beneficial interests in any Restricted Global Note may be
            transferred to Persons who take delivery thereof in the form of a
            beneficial interest in the same Restricted Global Note in accordance
            with the transfer restrictions set forth in the Private Placement
            Legend and any Applicable Procedures; provided, however, that prior
            to the expiration of the Distribution Compliance Period, transfers
            of beneficial interests in the Regulation S Global Note may not be
            made to a U.S. Person or for the account or benefit of a U.S. Person
            (other than an Initial Purchaser). Beneficial interests in any
            Unrestricted Global Note may be transferred to Persons who take
            delivery thereof in the form of a beneficial interest in an
            Unrestricted Global Note. Except as may be required by Applicable

                                       27
<PAGE>

            Procedures, no written orders or instructions shall be required to
            be delivered to the Registrar to effect the transfers described in
            this Section 2.06(b)(i).

                  (ii) All Other Transfers and Exchanges of Beneficial Interests
            in Global Notes. In connection with all transfers and exchanges of
            beneficial interests that are not subject to Section 2.06(b)(i)
            above, the transferor of such beneficial interest must deliver to
            the Registrar either (A)(1) a written order from a Participant or an
            Indirect Participant given to the Depositary in accordance with the
            Applicable Procedures directing the Depositary to credit or cause to
            be credited a beneficial interest in another Global Note in an
            amount equal to the beneficial interest to be transferred or
            exchanged and (2) instructions given in accordance with the
            Applicable Procedures containing information regarding the
            Participant account to be credited with such increase or (B) if
            permitted under section 2.06(a) hereof, (1) a written order from a
            Participant or an Indirect Participant given to the Depositary in
            accordance with the Applicable Procedures directing the Depositary
            to cause to be issued a Definitive Note in an amount equal to the
            beneficial interest to be transferred or exchanged and (2)
            instructions given by the Depositary to the Registrar containing
            information regarding the Person in whose name such Definitive Note
            shall be registered to effect the transfer or exchange referred to
            in (B)(1) above. Upon consummation of an Exchange Offer by the
            Company in accordance with Section 2.06(f) hereof, the requirements
            of this Section 2.06(b)(ii) shall be deemed to have been satisfied
            upon receipt by the Registrar of the instructions contained in the
            Letter of Transmittal delivered by the Holder of such beneficial
            interests in the Restricted Global Notes. Upon satisfaction of all
            of the requirements for transfer or exchange of beneficial interests
            in Global Notes contained in this Indenture and the Notes or
            otherwise applicable under the Securities Act, the Trustee shall
            adjust the principal amount of the relevant Global Note(s) pursuant
            to Section 2.06(h) hereof.

                  (iii) Transfer of Beneficial Interests in a Restricted Global
            Note to Another Restricted Global Note. A beneficial interest in any
            Restricted Global Note may be transferred to a Person who takes
            delivery thereof in the form of a beneficial interest in another
            Restricted Global Note if the transfer complies with the
            requirements of Section 2.06(b)(ii) above and the Registrar and the
            Company receive the following:

                        (A) if the transferee will take delivery in the form of
                  a beneficial interest in the 144A Global Note, then the
                  transferor must deliver a certificate in the form of Exhibit B
                  hereto, including the certifications in item (1) thereof;

                        (B) if the transferee will take delivery in the form of
                  a beneficial interest in the Regulation S Global Note, then
                  the transferor must deliver a certificate in the form of
                  Exhibit B hereto, including the certifications in item (2)
                  thereof; and

                        (C) if the transferee will take delivery in the form of
                  a beneficial interest in the IAI Global Note, then the
                  transferor must deliver a certificate in the form of Exhibit B
                  hereto, including the certifications and certificates and
                  Opinion of Counsel required by item (3) thereof, if
                  applicable.

                  (iv) Transfer and Exchange of Beneficial Interests in a
            Restricted Global Note for Beneficial Interests in an Unrestricted
            Global Note. A beneficial interest in any Restricted Global Note may
            be exchanged by any holder thereof for a beneficial interest in an
            Unrestricted Global Note or transferred to a Person who takes
            delivery thereof in

                                       28
<PAGE>

            the form of a beneficial interest in an Unrestricted Global Note if
            the exchange or transfer complies with the requirements of Section
            2.06(b)(ii) above and:

                        (A) such exchange or transfer is effected pursuant to
                  the Exchange Offer in accordance with the Registration Rights
                  Agreement and the holder of the beneficial interest to be
                  transferred, in the case of an exchange, or the transferee, in
                  the case of a transfer, certifies in the applicable Letter of
                  Transmittal that it is not (1) a broker-dealer, (2) a Person
                  participating in the distribution of the Exchange Notes or (3)
                  a Person who is an affiliate (as defined in Rule 144) of the
                  Company;

                        (B) such transfer is effected pursuant to the Shelf
                  Registration Statement in accordance with the Registration
                  Rights Agreement;

                        (C) such transfer is effected by a broker-dealer
                  pursuant to the Exchange Offer Registration Statement in
                  accordance with the Registration Rights Agreement; or

                        (D) the Registrar and the Company receive the following:

                              (1) if the holder of such beneficial interest in a
                        Restricted Global Note proposes to exchange such
                        beneficial interest for a beneficial interest in an
                        Unrestricted Global Note, a certificate from such holder
                        in the form of Exhibit C hereto, including the
                        certifications in item (1)(a) thereof; or

                              (2) if the holder of such beneficial interest in a
                        Restricted Global Note proposes to transfer such
                        beneficial interest to a Person who shall take delivery
                        thereof in the form of a beneficial interest in an
                        Unrestricted Global Note, a certificate from such holder
                        in the form of Exhibit B hereto, including the
                        certifications in item (4) thereof;

                        and, in each such case set forth in this clause (D), if
                        the Registrar and the Company so requests or if the
                        Applicable Procedures so require, an Opinion of Counsel
                        in form reasonably acceptable to the Registrar and the
                        Company to the effect that such exchange or transfer is
                        in compliance with the Securities Act and that the
                        restrictions on transfer contained herein and in the
                        Private Placement Legend are no longer required in order
                        to maintain compliance with the Securities Act.

                  If any such transfer is effected pursuant to clause (B) or (D)
            above at a time when an Unrestricted Global Note has not yet been
            issued, the Company shall issue and, upon receipt of an
            Authentication Order in accordance with Section 2.02 hereof, the
            Trustee shall authenticate one or more Unrestricted Global Notes in
            an aggregate principal amount equal to the aggregate principal
            amount of beneficial interests transferred pursuant to clause (B) or
            (D) above.

                  (v) Transfer or Exchange of Beneficial Interests in
            Unrestricted Global Notes for Beneficial Interests in Restricted
            Global Notes Prohibited. Beneficial interests in an Unrestricted
            Global Note cannot be exchanged for, or transferred to Persons who
            take delivery thereof in the form of, a beneficial interest in a
            Restricted Global Note.

                                       29
<PAGE>

            (c) Transfer or Exchange of Beneficial Interests in Global Notes for
      Definitive Notes.

            (i) Beneficial Interests in Restricted Global Notes to Restricted
      Definitive Notes. Subject to Section 2.06(a) hereof, if any holder of a
      beneficial interest in a Restricted Global Note proposes to exchange such
      beneficial interest for a Restricted Definitive Note or to transfer such
      beneficial interest to a Person who takes delivery thereof in the form of
      a Restricted Definitive Note, then, upon receipt by the Registrar and the
      Company of the following documentation:

                  (A) if the holder of such beneficial interest in a Restricted
            Global Note proposes to exchange such beneficial interest for a
            Restricted Definitive Note, a certificate from such holder in the
            form of Exhibit C hereto, including the certifications in item
            (2)(a) thereof;

                  (B) if such beneficial interest is being transferred to a QIB
            in accordance with Rule 144A under the Securities Act, a certificate
            to the effect set forth in Exhibit B hereto, including the
            certifications in item (1) thereof;

                  (C) if such beneficial interest is being transferred to a
            Non-U.S. Person in an offshore transaction in accordance with Rule
            903 or Rule 904 under the Securities Act, a certificate to the
            effect set forth in Exhibit B hereto, including the certifications
            in item (2) thereof;

                  (D) if such beneficial interest is being transferred pursuant
            to an exemption from the registration requirements of the Securities
            Act in accordance with Rule 144 under the Securities Act, a
            certificate to the effect set forth in Exhibit B hereto, including
            the certifications in item (3)(a) thereof;

                  (E) if such beneficial interest is being transferred to an
            Institutional Accredited Investor in reliance on an exemption from
            the registration requirements of the Securities Act other than those
            listed in clauses (B) through (D) above, a certificate to the effect
            set forth in Exhibit B hereto, including the certifications,
            certificates and Opinion of Counsel required by item (3)(d) thereof,
            as applicable;

                  (F) if such beneficial interest is being transferred to the
            Company or any of its Subsidiaries, a certificate to the effect set
            forth in Exhibit B hereto, including the certifications in item
            (3)(b) thereof; or

                  (G) if such beneficial interest is being transferred pursuant
            to an effective registration statement under the Securities Act, a
            certificate to the effect set forth in Exhibit B hereto, including
            the certifications in item (3)(c) thereof,

      the Trustee shall cause the aggregate principal amount of the applicable
      Global Note to be reduced accordingly pursuant to Section 2.06(h) hereof,
      and the Company shall execute and the Trustee shall authenticate and
      deliver to the Person designated in the instructions a Definitive Note in
      the appropriate principal amount. Any Definitive Note issued in exchange
      for a beneficial interest in a Restricted Global Note pursuant to this
      Section 2.06(c) shall be registered in such name or names and in such
      authorized denomination or denominations as the holder of such beneficial
      interest shall instruct the Registrar through instructions from the
      Depositary and the Participant or Indirect Participant. The Trustee shall
      mail or deliver such Definitive Notes to the Persons in whose names such
      Notes are so registered. Any Definitive Note issued in

                                       30
<PAGE>

      exchange for a beneficial interest in a Restricted Global Note pursuant to
      this Section 2.06(c)(i) shall bear the Private Placement Legend and shall
      be subject to all restrictions on transfer contained therein.

            (ii) Beneficial Interests in Restricted Global Notes to Unrestricted
      Definitive Notes. Subject to Section 2.06(a) hereof, a holder of a
      beneficial interest in a Restricted Global Note may exchange such
      beneficial interest for an Unrestricted Definitive Note or may transfer
      such beneficial interest to a Person who takes delivery thereof in the
      form of an Unrestricted Definitive Note only if:

                  (A) such exchange or transfer is effected pursuant to the
            Exchange Offer in accordance with the Registration Rights Agreement
            and the holder of such beneficial interest, in the case of an
            exchange, or the transferee, in the case of a transfer, certifies in
            the applicable Letter of Transmittal that it is not (1) a
            broker-dealer, (2) a Person participating in the distribution of the
            Exchange Notes or (3) a Person who is an affiliate (as defined in
            Rule 144) of the Company;

                  (B) such transfer is effected pursuant to the Shelf
            Registration Statement in accordance with the Registration Rights
            Agreement;

                  (C) such transfer is effected by a broker-dealer pursuant to
            the Exchange Offer Registration Statement in accordance with the
            Registration Rights Agreement; or

                  (D) the Registrar and the Company receive the following:

                        (1) if the holder of such beneficial interest in a
                  Restricted Global Note proposes to exchange such beneficial
                  interest for an Unrestricted Definitive Note, a certificate
                  from such holder in the form of Exhibit C hereto, including
                  the certifications in item (1)(b) thereof; or

                        (2) if the holder of such beneficial interest in a
                  Restricted Global Note proposes to transfer such beneficial
                  interest to a Person who shall take delivery thereof in the
                  form of an Unrestricted Definitive Note, a certificate from
                  such holder in the form of Exhibit B hereto, including the
                  certifications in item (4) thereof;

                  and, in each such case set forth in this clause (D), if the
                  Registrar so requests or if the Applicable Procedures so
                  require, an Opinion of Counsel in form reasonably acceptable
                  to the Registrar and the Company to the effect that such
                  exchange or transfer is in compliance with the Securities Act
                  and that the restrictions on transfer contained herein and in
                  the Private Placement Legend are no longer required in order
                  to maintain compliance with the Securities Act.

            Upon satisfaction of the conditions of any of the clauses of this
Section 2.06(c)(ii), the Company shall execute, and, upon receipt of an
Authentication Order in accordance with Section 2.02 hereof, the Trustee shall
authenticate and deliver to the Person designated in the instructions an
Unrestricted Definitive Note in the appropriate principal amount, and the
Trustee shall cause the aggregate principal amount at maturity of the applicable
Restricted Global Note to be reduced in a corresponding amount pursuant to
Section 2.06(h) hereof.

                                       31
<PAGE>

            (iii) Beneficial Interests in Unrestricted Global Notes to
      Unrestricted Definitive Notes. Subject to Section 2.06(a) hereof, if any
      holder of a beneficial interest in an Unrestricted Global Note proposes to
      exchange such beneficial interest for a Definitive Note or to transfer
      such beneficial interest to a Person who takes delivery thereof in the
      form of a Definitive Note, then, upon satisfaction of the conditions set
      forth in Section 2.06(b)(ii) hereof, the Trustee shall cause the aggregate
      principal amount of the applicable Global Note to be reduced accordingly
      pursuant to Section 2.06(h) hereof, and the Company shall execute and,
      upon receipt of an Authentication Order in accordance with Section 2.03
      hereof, the Trustee shall authenticate and mail or deliver to the Person
      designated in the instructions a Definitive Note in the appropriate
      principal amount. Any Definitive Note issued in exchange for a beneficial
      interest pursuant to this Section 2.06(c)(iii) shall be registered in such
      name or names and in such authorized denomination or denominations as the
      holder of such beneficial interest shall instruct the Registrar through
      instructions from the Depositary and the Participant or Indirect
      Participant. The Trustee shall mail or deliver such Definitive Notes to
      the Persons in whose names such Notes are so registered. Any Definitive
      Note issued in exchange for a beneficial interest pursuant to this Section
      2.06(c)(iii) shall not bear the Private Placement Legend.

            (d) Transfer and Exchange of Definitive Notes for Beneficial
      Interests in Global Notes.

            (i) Restricted Definitive Notes to Beneficial Interests in
      Restricted Global Notes. If any Holder of a Restricted Definitive Note
      proposes to exchange such Note for a beneficial interest in a Restricted
      Global Note or to transfer such Restricted Definitive Notes to a Person
      who takes delivery thereof in the form of a beneficial interest in a
      Restricted Global Note, then, upon receipt by the Registrar and the
      Company of the following documentation:

                  (A) if the Holder of such Restricted Definitive Note proposes
            to exchange such Note for a beneficial interest in a Restricted
            Global Note, a certificate from such Holder in the form of Exhibit C
            hereto, including the certifications in item (2)(b) thereof;

                  (B) if such Restricted Definitive Note is being transferred to
            a QIB in accordance with Rule 144A under the Securities Act, a
            certificate to the effect set forth in Exhibit B hereto, including
            the certifications in item (1) thereof;

                  (C) if such Restricted Definitive Note is being transferred to
            a Non-U.S. Person in an offshore transaction in accordance with Rule
            903 or Rule 904 under the Securities Act, a certificate to the
            effect set forth in Exhibit B hereto, including the certifications
            in item (2) thereof;

                  (D) if such Restricted Definitive Note is being transferred
            pursuant to an exemption from the registration requirements of the
            Securities Act in accordance with Rule 144 under the Securities Act,
            a certificate to the effect set forth in Exhibit B hereto, including
            the certifications in item (3)(a) thereof;

                  (E) if such Restricted Definitive Note is being transferred to
            an Institutional Accredited Investor in reliance on an exemption
            from the registration requirements of the Securities Act other than
            those listed in clauses (B) through (D) above, a certificate to the
            effect set forth in Exhibit B hereto, including the certifications,
            certificates and Opinion of Counsel required by item (3)(d) thereof,
            as applicable;

                                       32
<PAGE>

                  (F) if such Restricted Definitive Note is being transferred to
            the Company or any of its Subsidiaries, a certificate to the effect
            set forth in Exhibit B hereto, including the certifications in item
            (3)(b) thereof; or

                  (G) if such Restricted Definitive Note is being transferred
            pursuant to an effective registration statement under the Securities
            Act, a certificate to the effect set forth in Exhibit B hereto,
            including the certifications in item (3)(c) thereof,

      the Trustee shall cancel the Restricted Definitive Note and increase or
      cause to be increased the aggregate principal amount of, in the case of
      clause (A) above, the appropriate Restricted Global Note, in the case of
      clause (B) above, the 144A Global Note, in the case of clause (C) above,
      the Regulation S Global Note, and in all other cases, the IAI Global Note.

            (ii) Restricted Definitive Notes to Beneficial Interests in
      Unrestricted Global Notes. A Holder of a Restricted Definitive Note may
      exchange such Note for a beneficial interest in an Unrestricted Global
      Note or transfer such Restricted Definitive Note to a Person who takes
      delivery thereof in the form of a beneficial interest in an Unrestricted
      Global Note only if:

                  (A) such exchange or transfer is effected pursuant to the
            Exchange Offer in accordance with the Registration Rights Agreement
            and the Holder, in the case of an exchange, or the transferee, in
            the case of a transfer, certifies in the applicable Letter of
            Transmittal that it is not (1) a broker-dealer, (2) a Person
            participating in the distribution of the Exchange Notes or (3) a
            Person who is an affiliate (as defined in Rule 144) of the Company;

                  (B) such transfer is effected pursuant to the Shelf
            Registration Statement in accordance with the Registration Rights
            Agreement;

                  (C) such transfer is effected by a broker-dealer pursuant to
            the Exchange Offer Registration Statement in accordance with the
            Registration Rights Agreement; or

                  (D) the Registrar and the Company receive the following:

                        (1) if the Holder of such Definitive Notes proposes to
                  exchange such Notes for a beneficial interest in the
                  Unrestricted Global Note, a certificate from such Holder in
                  the form of Exhibit C hereto, including the certifications in
                  item (1)(c) thereof; or

                        (2) if the Holder of such Definitive Notes proposes to
                  transfer such Notes to a Person who shall take delivery
                  thereof in the form of a beneficial interest in the
                  Unrestricted Global Note, a certificate from such Holder in
                  the form of Exhibit B hereto, including the certifications in
                  item (4) thereof;

                  and, in each such case set forth in this clause (D), if the
                  Registrar so requests or if the Applicable Procedures so
                  require, an Opinion of Counsel in form reasonably acceptable
                  to the Registrar and the Company to the effect that such
                  exchange or transfer is in compliance with the Securities Act
                  and that the restrictions on transfer contained herein and in
                  the Private Placement Legend are no longer required in order
                  to maintain compliance with the Securities Act.

                                       33
<PAGE>

            Upon satisfaction of the conditions of any of the clauses in this
      Section 2.06(d)(ii), the Trustee shall cancel the Definitive Notes and
      increase or cause to be increased the aggregate principal amount of the
      Unrestricted Global Note.

            (iii) Unrestricted Definitive Notes to Beneficial Interests in
      Unrestricted Global Notes. A Holder of an Unrestricted Definitive Note may
      exchange such Note for a beneficial interest in an Unrestricted Global
      Note or transfer such Unrestricted Definitive Note to a Person who takes
      delivery thereof in the form of a beneficial interest in an Unrestricted
      Global Note at any time. Upon receipt of a request for such an exchange or
      transfer, the Trustee shall cancel the applicable Unrestricted Definitive
      Note and increase or cause to be increased the aggregate principal amount
      of one of the Unrestricted Global Notes.

            (iv) Transfer or Exchange of Unrestricted Definitive Notes to
      Beneficial Interests in Restricted Global Notes Prohibited. An
      Unrestricted Definitive Note cannot be exchanged for, or transferred to
      Persons who take delivery thereof in the form of, beneficial interests in
      a Restricted Global Note.

            (v) Issuance of Unrestricted Global Notes. If any such exchange or
      transfer from a Definitive Note to a beneficial interest in an
      Unrestricted Global Note is effected pursuant to clauses (ii)(B), (ii)(D)
      or (iii) above at a time when an Unrestricted Global Note has not yet been
      issued, the Company shall issue and, upon receipt of an Authentication
      Order in accordance with Section 2.02 hereof, the Trustee shall
      authenticate one or more Unrestricted Global Notes in an aggregate
      principal amount equal to the principal amount of Definitive Notes so
      transferred.

            (e) Transfer and Exchange of Definitive Notes for Definitive Notes.
Upon request by a Holder of Definitive Notes and such Holder's compliance with
the provisions of this Section 2.06(e), the Registrar shall register the
transfer or exchange of Definitive Notes. Prior to such registration of transfer
or exchange, the requesting Holder shall present or surrender to the Registrar
the Definitive Notes duly endorsed or accompanied by a written instruction of
transfer in form satisfactory to the Registrar duly executed by such Holder or
by its attorney, duly authorized in writing. In addition, the requesting Holder
shall provide any additional certifications, documents and information, as
applicable, required pursuant to the following provisions of this Section
2.06(e).

            (i) Restricted Definitive Notes to Restricted Definitive Notes. Any
      Restricted Definitive Note may be transferred to and registered in the
      name of Persons who take delivery thereof in the form of a Restricted
      Definitive Note if the Registrar receives the following:

                  (A) if the transfer will be made pursuant to Rule 144A under
            the Securities Act, then the transferor must deliver a certificate
            in the form of Exhibit B hereto, including the certifications in
            item (1) thereof;

                  (B) if the transfer will be made pursuant to Rule 903 or Rule
            904, then the transferor must deliver a certificate in the form of
            Exhibit B hereto, including the certifications in item (2) thereof;
            and

                  (C) if the transfer will be made pursuant to any other
            exemption from the registration requirements of the Securities Act,
            then the transferor must deliver a certificate in the form of
            Exhibit B hereto, including the certifications, certificates and
            Opinion of Counsel required by item (3) thereof, as applicable.

                                       34
<PAGE>

            (ii) Restricted Definitive Notes to Unrestricted Definitive Notes.
      Any Restricted Definitive Note may be exchanged by the Holder thereof for
      an Unrestricted Definitive Note or transferred to a Person or Persons who
      take delivery thereof in the form of an Unrestricted Definitive Note if:

                  (A) such exchange or transfer is effected pursuant to the
            Exchange Offer in accordance with the Registration Rights Agreement
            and the Holder, in the case of an exchange, or the transferee, in
            the case of a transfer, certifies in the applicable Letter of
            Transmittal that it is not (1) a broker-dealer, (2) a Person
            participating in the distribution of the Exchange Notes or (3) a
            Person who is an affiliate (as defined in Rule 144) of the Company;

                  (B) any such transfer is effected pursuant to the Shelf
            Registration Statement in accordance with the Registration Rights
            Agreement;

                  (C) any such transfer is effected by a broker-dealer pursuant
            to the Exchange Offer Registration Statement in accordance with the
            Registration Rights Agreement; or

                  (D) the Registrar and the Company receive the following:

                        (1) if the Holder of such Restricted Definitive Notes
                  proposes to exchange such Notes for an Unrestricted Definitive
                  Note, a certificate from such Holder in the form of Exhibit C
                  hereto, including the certifications in item (1)(d) thereof;
                  or

                        (2) if the Holder of such Restricted Definitive Notes
                  proposes to transfer such Notes to a Person who shall take
                  delivery thereof in the form of an Unrestricted Definitive
                  Note, a certificate from such Holder in the form of Exhibit B
                  hereto, including the certifications in item (4) thereof;

                  and, in each such case set forth in this clause (D), if the
                  Registrar so requests, an Opinion of Counsel in form
                  reasonably acceptable to the Registrar and the Company to the
                  effect that such exchange or transfer is in compliance with
                  the Securities Act and that the restrictions on transfer
                  contained herein and in the Private Placement Legend are no
                  longer required in order to maintain compliance with the
                  Securities Act.

            Upon satisfaction of the conditions of any of the clauses of Section
2.06(e)(ii), the Trustee shall cancel the prior Restricted Definitive Note and
the Company shall execute, and, upon receipt of an Authentication Order in
accordance with Section 2.02 hereof, the Trustee shall authenticate and deliver
to the Person designated in the instructions an Unrestricted Definitive Note in
the appropriate principal amount.

            (iii) Unrestricted Definitive Notes to Unrestricted Definitive
      Notes. A Holder of Unrestricted Definitive Notes may transfer such Notes
      to a Person who takes delivery thereof in the form of an Unrestricted
      Definitive Note. Upon receipt of a request to register such a transfer,
      the Registrar shall register the Unrestricted Definitive Notes pursuant to
      the instructions from the Holder thereof.

            (f) Exchange Offer. Upon the occurrence of the Exchange Offer in
accordance with the Registration Rights Agreement, the Company shall issue and,
upon receipt of an Authentication Order

                                       35
<PAGE>

in accordance with Section 2.02, the Trustee shall authenticate (i) one or more
Unrestricted Global Notes in an aggregate principal amount equal to the
principal amount of the beneficial interests in the Restricted Global Notes
tendered for acceptance by Persons that certify in the applicable Letters of
Transmittal that (x) they are not broker-dealers, (y) they are not participating
in a distribution of the Exchange Notes and (z) they are not affiliates (as
defined in Rule 144) of the Company, and accepted for exchange in the Exchange
Offer and (ii) Unrestricted Definitive Notes in an aggregate principal amount
equal to the principal amount of the Restricted Definitive Notes tendered for
acceptance by Persons who made the foregoing certifications and accepted for
exchange in the Exchange Offer. Concurrently with the issuance of such Notes,
the Trustee shall cause the aggregate principal amount of the applicable
Restricted Global Notes to be reduced accordingly, and the Company shall execute
and the Trustee shall authenticate and mail or deliver to the Persons designated
by the Holders of Restricted Definitive Notes so accepted Unrestricted
Definitive Notes in the appropriate principal amount.

            (g) Legends. The following legends shall appear on the face of all
Global Notes and Definitive Notes issued under this Indenture unless
specifically stated otherwise in the applicable provisions of this Indenture.

                  (i) Private Placement Legend.

                        (A) Except as permitted by clause (B) below, each Global
                  Note and each Definitive Note (and all Notes issued in
                  exchange therefor or substitution thereof) shall bear the
                  legend in substantially the following form:

                        THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE
                  SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR
                  THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION.
                  NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN
                  MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
                  ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH
                  REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
                  SUBJECT TO, SUCH REGISTRATION.

                        THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF
                  AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY,
                  BEFORE THE DATE (THE "RESALE RESTRICTION TERMINATION DATE")
                  WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE
                  HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE
                  OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY
                  PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE COMPANY, (B)
                  UNDER A REGISTRATION STATEMENT THAT HAS BEEN DECLARED
                  EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE
                  SECURITIES ARE ELIGIBLE FOR RESALE UNDER RULE 144A UNDER THE
                  SECURITIES ACT ("RULE 144A"), TO A PERSON IT REASONABLY
                  BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN
                  RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE
                  ACCOUNTS OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS
                  GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE
                  144A, (D) UNDER OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED
                  STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES
                  ACT, (E) TO AN

                                       36
<PAGE>

                  "ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE 501(a)(1),
                  (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS AN
                  INSTITUTIONAL ACCREDITED INVESTOR ACQUIRING THE SECURITY FOR
                  ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL
                  ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL
                  AMOUNT OF THE SECURITIES OF $250,000, FOR INVESTMENT PURPOSES
                  AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH
                  ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT OR (F)
                  UNDER ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
                  REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S
                  AND THE TRUSTEE'S RIGHT BEFORE ANY SUCH OFFER, SALE OR
                  TRANSFER UNDER CLAUSES (D), (E), OR (F) TO REQUIRE THE
                  DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER
                  INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE
                  REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE
                  RESTRICTION TERMINATION DATE.

                  (B) Notwithstanding the foregoing, any Global Note or
            Definitive Note issued pursuant to clauses (b)(iv), (c)(ii),
            (c)(iii), (d)(ii), (d)(iii), (e)(ii), (e)(iii) or (f) to this
            Section 2.06 (and all Notes issued in exchange therefor or
            substitution thereof) shall not bear the Private Placement Legend.

            (ii) Global Note Legend. Each Global Note shall bear a legend in
      substantially the following form:

                  "THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE
                  INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR
                  THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT
                  TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT
                  (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE
                  REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (II) THIS
                  GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT
                  TO SECTION 2.06(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE
                  MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO
                  SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE
                  TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN
                  CONSENT OF THE COMPANY.

                  UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES
                  IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS
                  A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY
                  A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER
                  NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH
                  NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH
                  SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY
                  AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY
                  (55 WATER STREET, NEW YORK, NEW YORK) ("DTC"), TO THE COMPANY
                  OR ITS AGENT FOR REGISTRATION OF TRANSFER,

                                       37
<PAGE>

                  EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED
                  IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE
                  REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
                  PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE
                  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."

            (h) Cancellation and/or Adjustment of Global Notes. At such time as
all beneficial interests in a particular Global Note have been exchanged for
Definitive Notes or a particular Global Note has been redeemed, repurchased or
canceled in whole and not in part, each such Global Note shall be returned to or
retained and canceled by the Trustee in accordance with Section 2.11 hereof. At
any time prior to such cancellation, if any beneficial interest in a Global Note
is exchanged for or transferred to a Person who will take delivery thereof in
the form of a beneficial interest in another Global Note or for Definitive
Notes, the principal amount of Notes represented by such Global Note shall be
reduced accordingly and an endorsement shall be made on such Global Note by the
Trustee or by the Depositary at the direction of the Trustee to reflect such
reduction; and if the beneficial interest is being exchanged for or transferred
to a Person who will take delivery thereof in the form of a beneficial interest
in another Global Note, such other Global Note shall be increased accordingly
and an endorsement shall be made on such Global Note by the Trustee or by the
Depositary at the direction of the Trustee to reflect such increase.

            (i) General Provisions Relating to Transfers and Exchanges.

            (i) To permit registrations of transfers and exchanges, the Company
      shall execute and, upon receipt of an Authentication Order in accordance
      with Section 2.02, the Trustee shall authenticate Global Notes and
      Definitive Notes upon the Company's order or at the Registrar's request.

            (ii) No service charge shall be made to a Holder of a beneficial
      interest in a Global Note or to a Holder of a Definitive Note for any
      registration of transfer or exchange, but the Company may require payment
      of a sum sufficient to cover any transfer tax or similar governmental
      charge payable in connection therewith (other than any such transfer taxes
      or similar governmental charge payable upon exchange or transfer pursuant
      to Sections 2.10 or 4.13 hereof).

            (iii) All Global Notes and Definitive Notes issued upon any
      registration of transfer or exchange of Global Notes or Definitive Notes
      shall be the valid obligations of the Company, evidencing the same debt,
      and entitled to the same benefits under this Indenture, as the Global
      Notes or Definitive Notes surrendered upon such registration of transfer
      or exchange.

            (iv) Neither the Registrar nor the Company shall be required to
      register the transfer of or to exchange a Note between a record date and
      the next succeeding Interest Payment Date.

            (v) Prior to due presentment for the registration of a transfer of
      any Note, the Trustee, any Agent and the Company may deem and treat the
      Person in whose name any Note is registered as the absolute owner of such
      Note for the purpose of receiving payment of principal of and interest on
      such Notes and for all other purposes, and none of the Trustee, any Agent
      or the Company shall be affected by notice to the contrary.

                                       38
<PAGE>

            (vi) The Trustee shall authenticate Global Notes and Definitive
      Notes in accordance with the provisions of Section 2.02 hereof.

            (vii) All certifications, certificates and Opinions of Counsel
      required to be submitted to the Registrar pursuant to this Section 2.06 to
      effect a registration of transfer or exchange may be submitted by
      facsimile with the original to follow by first class mail.

            (viii) Subject to compliance with any applicable additional
      requirements contained in this Article, when a Note is presented to the
      Registrar with a request to register a transfer thereof or to exchange
      such Note for an equal principal amount of Notes of other authorized
      denominations, the Registrar shall register the transfer or make the
      exchange as requested; provided, however, that every Note presented or
      surrendered for registration of transfer or exchange shall be duly
      endorsed or accompanied by an assignment form and, if applicable, a
      transfer certificate, each in the form included in Exhibit B attached
      hereto and in form satisfactory to the Registrar and each duly executed by
      the Holder thereof or its attorney duly authorized in writing. To permit
      registration of transfers and exchanges, upon surrender of any Note for
      registration of transfer or exchange at an office or agency maintained for
      such purpose pursuant to Section 2.03, the Company shall execute, and the
      Trustee shall authenticate, Notes of a like aggregate principal amount at
      maturity at the Registrar's request.

            (ix) Any Registrar appointed pursuant to Section 2.03 shall provide
      to the Trustee such information as the Trustee may reasonably require in
      connection with the delivery by such Registrar of Notes upon transfer or
      exchange of Notes.

            (x) The Trustee shall have no obligation or duty to monitor,
      determine or inquire as to compliance with any restrictions on transfer
      imposed under this Indenture or under applicable law with respect to any
      transfer of any interest in any Note (including any transfers between or
      among Participants or other beneficial owners of interests in any Global
      Note) other than to require delivery of such certificates and other
      documentation or evidence as are expressly required by, and to do so if
      and when expressly required by the terms of, this Indenture, and to
      examine the same to determine substantial compliance as to form with the
      express requirements hereof.

            (xi) None of the Company, the Trustee or any Paying Agent shall have
      any responsibility or liability for any aspect of the records relating to,
      or payments made on account of or transfers of, beneficial ownership
      interests in a Global Note or for maintaining, supervising or reviewing
      any records relating to such beneficial ownership interests.

            (xii) None of the Company, the Trustee or the Registrar shall have
      any liability for any acts or omissions of the Depositary, for any
      Depositary records of beneficial interests, for any transaction between
      the Depositary or any Participant and/or beneficial owners, for any
      transfers of beneficial interests in the Notes, or in respect of any
      transfers effected by the Depositary or by any Participant or any
      beneficial owner of any interest in any Notes held through any such
      Participant.

            Section 2.07. Replacement Notes.

            If any mutilated Note is surrendered to the Trustee or the Company
and the Trustee receives evidence to its satisfaction of the destruction, loss
or theft of any Note, the Company shall issue and the Trustee, upon receipt of
an Authentication Order, shall authenticate a replacement Note if the Trustee's
requirements are met. If required by the Trustee or the Company, an indemnity
bond must be

                                       39
<PAGE>

supplied by the Holder that is sufficient in the judgment of the Trustee and the
Company to protect the Company, the Trustee, any Agent and any authenticating
agent from any loss that any of them may suffer if a Note is replaced. The
Company may charge for its expenses in replacing a Note.

            Every replacement Note is an additional obligation of the Company
and shall be entitled to all of the benefits of this Indenture equally and
proportionately with all other Notes duly issued hereunder.

            Section 2.08. Outstanding Notes.

            (a) The Notes outstanding at any time are all the Notes
authenticated by the Trustee except for those canceled by it, those delivered to
it for cancellation, those reductions in the interest in a Global Note effected
by the Trustee in accordance with the provisions hereof, and those described in
this Section 2.08 as not outstanding. Except as set forth in Section 2.09
hereof, a Note does not cease to be outstanding because the Company or an
Affiliate of the Company holds the Note.

            (b) If a Note is replaced pursuant to Section 2.07 hereof, it ceases
to be outstanding unless the Company and the Trustee receive proof satisfactory
to them that the replaced Note is held by a bona fide purchaser.

            (c) If the principal amount of any Note is considered paid under
Section 4.01 hereof, it ceases to be outstanding and interest on it ceases to
accrue.

            (d) If the Paying Agent (other than the Company, a Subsidiary or an
Affiliate of any thereof) segregates and holds in trust, in accordance with this
Indenture, by 10:00 a.m. New York City time, on a redemption date or other
maturity date, money sufficient to pay all principal, premium and Additional
Interest, if any, and interest payable on that date with respect to the Notes
(or portions thereof) maturing, as the case may be, then on and after that date
such Notes (or portions thereof) shall be deemed to be no longer outstanding and
shall cease to accrue interest.

            Section 2.09. Treasury Notes.

            In determining whether the Holders of the required principal amount
of Notes have concurred in any direction, waiver or consent, Notes owned by the
Company or by any Affiliate of the Company, shall be considered as though not
outstanding, except that for the purposes of determining whether the Trustee
shall be protected in relying on any such direction, waiver or consent, only
Notes that the Trustee knows are so owned shall be so disregarded.

            Section 2.10. Temporary Notes.

            Until certificates representing Notes are ready for delivery, the
Company may prepare and the Trustee, upon receipt of an Authentication Order,
shall authenticate temporary Notes. Temporary Notes shall be substantially in
the form of certificated Notes but may have variations that the Company
considers appropriate for temporary Notes and as shall be reasonably acceptable
to the Trustee. Without unreasonable delay, the Company shall prepare and the
Trustee shall authenticate Definitive Notes in exchange for temporary Notes.
After the preparation of Definitive Notes, the temporary Notes shall be
exchangeable for Definitive Notes upon surrender of the temporary Notes at any
office or agency maintained by the Company for that purpose and such exchange
shall be without charge to the Holder. Upon surrender for cancellation of any
one or more temporary Notes, the Company shall execute, and the Trustee shall
authenticate and make available for delivery in exchange therefor, one or more
Definitive Notes representing an equal principal amount of Notes.

                                       40
<PAGE>

            Holders of temporary Notes shall be entitled to all of the benefits
of this Indenture.

            Section 2.11. Cancellation.

            The Company at any time may deliver Notes to the Trustee for
cancellation. The Registrar and Paying Agent shall forward to the Trustee any
Notes surrendered to them for registration of transfer, exchange or payment. The
Trustee upon direction by the Company and no one else shall cancel all Notes
surrendered for registration of transfer, exchange, payment, replacement or
cancellation and shall destroy cancelled Notes (subject to the record retention
requirements of the Exchange Act). Certification of the destruction of all
cancelled Notes shall be delivered to the Company. The Company may not issue new
Notes to replace Notes that it has paid or that have been delivered to the
Trustee for cancellation.

            Section 2.12. Defaulted Interest.

            If the Company defaults in a payment of interest or Additional
Interest, if any, on the Notes, it shall pay the defaulted interest in any
lawful manner plus, to the extent lawful, interest payable on the defaulted
interest, to the Persons who are Holders on a subsequent special record date, in
each case at the rate provided in the Notes and in Section 4.01 hereof. The
Company shall notify the Trustee in writing of the amount of defaulted interest
proposed to be paid on each Note and the date of the proposed payment. The
Company shall fix or cause to be fixed each such special record date and payment
date, provided that no such special record date shall be less than 10 days prior
to the related payment date for such defaulted interest. At least 15 days before
the special record date, the Company (or, upon the written request of the
Company, the Trustee in the name and at the expense of the Company) shall mail
or cause to be mailed to Holders a notice that states the special record date,
the related payment date and the amount of such interest to be paid.

            Section 2.13. CUSIP or ISIN Numbers.

            The Company in issuing the Notes may use "CUSIP" or "ISIN" numbers
(if then generally in use), and, if so, the Trustee shall use "CUSIP" or "ISIN"
numbers in any notices to the Holders as a convenience to Holders; provided,
however, that any such notice may state that no representation is made as to the
correctness of such numbers either as printed on the Notes or as contained in
any notice of a redemption and that reliance may be placed only on the other
identification numbers printed on the Notes, and any such redemption shall not
be affected by any defect in or omission of such numbers. The Company will
promptly notify the Trustee of any change in the "CUSIP" or "ISIN" numbers.

            Section 2.14. Additional Interest.

            If Additional Interest is payable by the Company pursuant to the
Registration Rights Agreement and paragraph 1 of the Notes, the Company shall
deliver to the Trustee a certificate to that effect stating (i) the amount of
such Additional Interest that is payable and (ii) the date on which such
interest is payable. Unless and until a Responsible Officer of the Trustee
receives such a certificate or instruction or direction from the Holders in
accordance with the terms of the Indenture, the Trustee may assume without
inquiry that no Additional Interest is payable. The foregoing shall not
prejudice the rights of the Holders with respect to their entitlement to
Additional Interest as otherwise set forth in this Indenture or the Notes and
pursuing any action against the Company directly or otherwise directing the
Trustee to take any such action in accordance with the terms of this Indenture
and the Notes. If the Company has paid Additional Interest directly to the
persons entitled to it, the Company shall deliver to the Trustee a certificate
setting forth the particulars of such payment.

                                       41
<PAGE>

                                   ARTICLE 3.

                       MANDATORY REDEMPTION; SINKING FUND

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

                                   ARTICLE 4.

                                    COVENANTS

            Section 4.01. Payment of Notes.

            The Company shall pay or cause to be paid the principal of, premium,
if any, and interest and Additional Interest, if any, on the Notes on the dates
and in the manner provided in the Notes. Principal, premium, if any, and
interest and Additional Interest, if any, shall be considered paid on the date
due if the Paying Agent, if other than the Company or a Subsidiary thereof,
holds as of 10:00 a.m. New York City time on the due date money deposited by the
Company in immediately available funds and designated for and sufficient to pay
all principal, premium, if any, and interest and Additional Interest, if any, on
the Notes then due. The Company shall pay Additional Interest, if any, in the
same manner, on the dates and in the amounts set forth in the Registration
Rights Agreement, the Notes and this Indenture.

            The Company shall pay interest (including post-petition interest in
any proceeding under any Bankruptcy Law) on overdue principal and premium, if
any, from time to time on demand at a rate that is 1% per annum in excess of the
rate then in effect; it shall pay interest (including post-petition interest in
any proceeding under any Bankruptcy Law) on overdue installments of interest and
Additional Interest, if any, (without regard to any applicable grace periods)
from time to time on demand at the same rate to the extent lawful.

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

            The Company shall make all payments of principal, premium, if any,
and interest and Additional Interest, if any, by wire transfer of immediately
available funds to any Holder who shall have given written directions to the
Company or the Paying Agent to make such payments by wire transfer pursuant to
the wire transfer instructions supplied to the Company or the Paying Agent by
such Holder on or prior to the applicable record date. Notes may be presented
for payment at the office or agency of the Paying Agent and Registrar within the
City and State of New York.

            Payments in respect of Notes represented by a Global Note (including
principal, premium, if any, and interest and Additional Interest, if any) shall
be made by wire transfer of immediately available funds to the accounts
specified by DTC.

            Section 4.02. Maintenance of Office or Agency.

            (a) The Company shall maintain in the Borough of Manhattan, The City
of New York, an office or agency (which may be an office or drop facility of the
Trustee or an affiliate of the Trustee, Registrar or co-registrar) where Notes
may be presented or surrendered for registration of transfer or for exchange and
where notices and demands to or upon the Company in respect of the Notes 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

                                       42
<PAGE>

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 hereby appoints the Trustee as its 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.
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 Trustee c/o Wachovia Bank,
National Association, 40 Broad Street, Fifth Floor, New York, New York, 10004,
as one such office, drop facility or agency of the Company in accordance with
Section 2.03.

            Section 4.03. Commission Reports.

            Whether or not required by the Commission, so long as any Notes are
outstanding, the Company shall furnish to the Trustee and the Holders of Notes,
within the time periods specified in the Commission's rules and regulations:

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

            (b) all current reports that would be required to be filed with the
      Commission on Form 8-K if the Company were required to file such reports.

            All such reports shall be prepared in accordance with the rules and
regulations of the Commission applicable to such reports.

            If the Company has designated any of its Subsidiaries as
Unrestricted Subsidiaries, then the quarterly and annual financial information
required by the preceding paragraph shall include a reasonably detailed
presentation, either on the face of the financial statements or in the footnotes
thereto, and in "Management's Discussion and Analysis of Financial Condition and
Results of Operations," of the financial condition and results of operations of
the Company and its Restricted Subsidiaries separate from the financial
condition and results of operations of the Unrestricted Subsidiaries of the
Company.

            In addition, following the consummation of the Exchange Offer
contemplated by the Registration Rights Agreement, whether or not required by
the Commission, the Company shall file a copy of all of the information and
reports referred to in clauses (a) and (b) above with the Commission for public
availability within the time periods specified in the Commission's rules and
regulations (unless the Commission will not accept such a filing) and make such
information available to securities analysts and prospective investors upon
request. The Company's reporting obligations with respect to clauses (a) and (b)
above shall be deemed satisfied in the event the Company files such reports with
the Commission on EDGAR and delivers a copy of such reports to the Trustees.

            If, at any time after consummation of the Exchange Offer
contemplated by the Registration Rights Agreement, the Company is no longer
subject to the periodic reporting requirements of the Exchange Act for any
reason, the Company shall nevertheless continue filing the reports specified

                                       43
<PAGE>

in the preceding paragraphs with the Commission, within the time periods
specified above unless the Commission will not accept such a filing. The Company
agrees that it will not take any action for the sole purpose of causing the
Commission not to accept any such filings. If, notwithstanding the foregoing,
the Commission will not accept the Company's filings for any reason, the Company
shall post such reports on its website within the time periods that would apply
if the Company was required to file those reports with the Commission.

            In addition, for so long as any Notes remain outstanding, the
Company shall furnish to the Holders and to securities analysts and prospective
investors, upon their request, the information required to be delivered pursuant
to Rule 144A(d)(4) under the Securities Act.

            Section 4.04. Compliance Certificate.

            (a) The Company shall deliver to the Trustee, within 90 days after
the end of each fiscal year, an Officers' Certificate stating that a review of
the activities of the Company and its Subsidiaries during the preceding fiscal
year has been made under the supervision of the signing Officers with a view to
determining whether the Company has kept, observed, performed and fulfilled its
obligations under this Indenture, and further stating, as to each such Officer
signing such certificate, that to the best of his or her knowledge the Company
has kept, observed, performed and fulfilled each and every covenant contained in
this Indenture and is not in default in the performance or observance of any of
the terms, provisions and conditions of this Indenture (or, if a Default or
Event of Default shall have occurred, describing all such Defaults or Events of
Default of which he or she may have knowledge and what action the Company is
taking or proposes to take with respect thereto) and that to the best of his or
her knowledge no event has occurred and remains in existence by reason of which
payments on account of the principal of or interest, if any, on the Notes is
prohibited or if such event has occurred, a description of the event and what
action the Company is taking or proposes to take with respect thereto.

            (b) So long as not contrary to the then current recommendations of
the American Institute of Certified Public Accountants, the year-end financial
statements delivered to the Trustee pursuant to Section 4.03 above shall be
accompanied by a written statement of the Company's independent registered
public accountants (who shall be a firm of established national reputation) that
in making the examination necessary for certification of such financial
statements, nothing has come to their attention that would lead them to believe
that the Company has violated any provisions of Articles 4 or 5 hereof or, if
any such violation has occurred, specifying the nature and period of existence
thereof, it being understood that such accountants shall not be liable directly
or indirectly to any Person for any failure to obtain knowledge of any such
violation.

            (c) The Company shall, so long as any of the Notes are outstanding,
deliver to the Trustee, within 30 days after the occurrence thereof, written
notice in the form of an Officers' Certificate of any event that with the giving
of notice and 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.

            Section 4.05. Taxes.

            The Company shall pay, and shall cause each of its Subsidiaries to
pay, prior to delinquency, all material taxes, assessments, and governmental
levies except such as are contested in good faith and by appropriate proceedings
or where the failure to effect such payment is not adverse in any material
respect to the Holders of the Notes.

                                       44
<PAGE>

            Section 4.06. Stay, Extension and Usury Laws.

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

            Section 4.07. Corporate Existence.

            Subject to Article 5 hereof, the Company shall do or cause to be
done all things necessary to preserve and keep in full force and effect (i) its
corporate existence, and the corporate, partnership or other existence of each
of its Significant Subsidiaries, in accordance with the respective
organizational documents (as the same may be amended from time to time) of the
Company or any such Significant Subsidiary and (ii) the rights (charter and
statutory), licenses and franchises of the Company and its Significant
Subsidiaries; provided, however, that the Company shall not be required to
preserve any such right, license or franchise, or the corporate, partnership or
other existence of any of its Significant Subsidiaries, if the Board of
Directors 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, and that the loss thereof is not adverse in any material
respect to the Holders of the Notes.

            Section 4.08. Limitation on Debt.

            The Company shall not, and shall not permit any Restricted
Subsidiary to, Incur, directly or indirectly, any Debt (including any Acquired
Debt) unless either:

                  (1) such Debt is Debt of the Company and after giving effect
            to the Incurrence of such Debt and the application of the proceeds
            thereof, the Consolidated Interest Coverage Ratio would be greater
            than 2.00 to 1.00; provided, that if the Debt which is the subject
            of a determination under this provision is Acquired Debt or Debt to
            be incurred in connection with the simultaneous acquisition of any
            Person, business or Property, then such ratio shall be determined on
            a pro forma basis, as if the transaction had occurred at the
            beginning of the four quarter period used in the determination of
            the Consolidated Interest Coverage Ratio, or

                  (2) such Debt is Permitted Debt.

            The term "Permitted Debt" is defined to include the following:

                  (a)   (i) Debt of the Company evidenced by the Notes issued on
                  the Issue Date, the Exchange Notes or any new notes issued in
                  exchange for Additional Notes, provided such new notes have
                  terms substantially identical in all material respects to such
                  Additional Notes and are issued pursuant to an exchange offer
                  similar to the Exchange Offer; and

                        (ii) Debt of the Company evidenced by the 2015 Notes
                  issued on the Issue Date, the "Exchange Notes" (as defined in
                  the 2015 Indenture) or any notes issued in exchange for
                  "Additional Notes" (as defined in the 2015 Indenture),
                  provided such new notes have terms substantially identical in
                  all material

                                       45
<PAGE>

                  respects to such Additional Notes and are issued pursuant to
                  an exchange offer similar to the "Exchange Offer" (as defined
                  in the 2015 Indenture);

                  (b) Debt of the Company under Credit Facilities, provided that
            the aggregate principal amount of all such Debt under Credit
            Facilities at any one time outstanding shall not exceed $300.0
            million;

                  (c) Debt of the Company or a Restricted Subsidiary in respect
            of Capital Lease Obligations and Purchase Money Debt, provided that:

                        (1) the aggregate principal amount of such Debt does not
                  exceed the purchase price or cost of the Property acquired,
                  constructed or leased, and

                        (2) the aggregate principal amount of all Debt Incurred
                  and then outstanding pursuant to this clause (c) (together
                  with all Permitted Refinancing Debt Incurred and then
                  outstanding in respect of Debt previously Incurred pursuant to
                  this clause (c)) does not exceed $100.0 million;

                  (d) Debt of the Company owing to and held by any Restricted
            Subsidiary and Debt of a Restricted Subsidiary owing to and held by
            the Company or any 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; provided further, that if the Company is the obligor
            on such Debt, such Debt must be expressly subordinated to the prior
            payment in full in cash of all Obligations with respect to the
            Notes;

                  (e) Debt representing Hedging Obligations entered into by the
            Company or a Restricted Subsidiary for the purpose of fixing,
            hedging or swapping interest rate risk in the ordinary course of the
            financial management of the Company or such Restricted Subsidiary
            and not for speculative purposes, provided that the obligations
            under such agreements are directly related to payment obligations on
            Debt otherwise permitted by the terms of this Section 4.08;

                  (f) Debt in connection with one or more standby letters of
            credit or performance bonds issued by, or for the account of, the
            Company or a Restricted Subsidiary in the ordinary course of
            business, including, without limitation, workers' compensation
            claims, appeal bonds and warranty or contractual service
            obligations, or pursuant to self-insurance obligations and not in
            connection with the borrowing of money or the obtaining of advances
            or credit;

                  (g) Debt of the Company or a Restricted Subsidiary outstanding
            on the Issue Date not otherwise described in clauses (a) through (f)
            above;

                  (h) Debt of a Restricted Subsidiary outstanding on the date on
            which such Restricted Subsidiary was acquired by the Company or
            otherwise became a Restricted Subsidiary (other than Debt Incurred
            as consideration in, or to provide all or any portion of the funds
            or credit support utilized to consummate, the transaction or series
            of transactions pursuant to which such Restricted Subsidiary became
            a Subsidiary of the Company or was otherwise acquired by the
            Company), provided that at the time such

                                       46
<PAGE>

            Restricted Subsidiary was acquired by the Company or otherwise
            became a Restricted Subsidiary and after giving effect to the
            Incurrence of such Debt, the Company would have been able to Incur
            $1.00 of additional Debt pursuant to clause (1) of the first
            paragraph of this Section 4.08;

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

                  (j) Debt arising from any agreement of the Company or any
            Restricted Subsidiary providing for indemnities, guarantees,
            purchase price adjustments, holdbacks, contingency payment
            obligations based on the performance of the acquired or disposed
            assets or similar obligations (other than guarantees of Debt)
            Incurred by any Person in connection with the acquisition or
            disposition of assets of the Company or any Restricted Subsidiary or
            any Capital Stock of any Restricted Subsidiary;

                  (k) additional Debt of the Company or any of its Restricted
            Subsidiaries in an aggregate principal amount outstanding at any one
            time not to exceed $100.0 million in the aggregate;

                  (l) Attributable Debt of the Company or any Restricted
            Subsidiary Incurred in connection with any Sale and Leaseback
            Transaction in an aggregate principal amount outstanding at any one
            time not to exceed $75.0 million in the aggregate;

                  (m) additional Debt of the Company in an aggregate principal
            amount outstanding at any one time not to exceed $250.0 million; and

                  (n) Permitted Refinancing Debt Incurred in respect of Debt
            Incurred pursuant to clause (1) of the first paragraph of this
            Section 4.08 and clauses (a), (c), (g), (h), (k), (l), (m) and (n)
            above; provided in the case of Permitted Refinancing Debt Incurred
            in respect of Debt Incurred pursuant to clause (h), such Permitted
            Refinancing Debt may only be incurred by the Company.

            Notwithstanding anything to the contrary contained in this Section
4.08,

                  (a) the Company shall not Incur any Debt pursuant to clause
            (2) of the first paragraph of this Section 4.08 if the proceeds
            thereof are used, directly or indirectly, to Refinance any
            Subordinated Obligations unless such Debt shall be subordinated to
            the Notes to at least the same extent as such Subordinated
            Obligations,

                  (b) the Company shall not permit any Restricted Subsidiary to
            Incur any Debt pursuant to this Section 4.08 if the proceeds thereof
            are used, directly or indirectly, to Refinance any Debt of the
            Company, and

                  (c) accrual of interest, accretion or amortization of original
            issue discount and the payment of interest or dividends in the form
            of additional Debt, will be deemed not to be an incurrence of Debt
            for purposes of this Section 4.08.

            For purposes of determining compliance with this Section 4.08, (i)
in the event that an item of Debt meets the criteria of more than one of the
categories of Permitted Debt described in clauses

                                       47
<PAGE>

(a) through (m) above or is entitled to be incurred pursuant to clause (1) the
first paragraph of this Section 4.08, the Company may, in its sole discretion,
classify or reclassify (in whole or in part) such item of Debt in any manner
that complies with this Section 4.08 and such item of Debt will be treated as
having been incurred pursuant to only one of such clauses or pursuant to clause
(1) of the first paragraph hereof and (ii) for the purposes of determining
compliance with any U.S. dollar-denominated restriction on the incurrence of
Debt 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 earlier of the date that such Debt was
incurred, in the case of term Debt, or first committed, in the case of revolving
credit Debt; provided that if such Debt is incurred to refinance other Debt
denominated in a foreign currency, and such refinancing would cause the
applicable U.S. dollar-dominated restriction to be exceeded if calculated at the
relevant currency exchange rate in effect on the date of such refinancing, such
U.S. dollar-dominated restriction shall be deemed not to have been exceeded so
long as the principal amount of such refinancing Debt does not exceed the
principal amount of such Debt being refinanced. Notwithstanding any other
provision of this Section 4.08, the maximum amount of Debt that the Company may
incur pursuant to this Section 4.08 shall not be deemed to be exceeded solely as
a result of fluctuations in the exchange rate of currencies. The principal
amount of any Debt incurred to refinance other Debt, if incurred in a different
currency from the Debt being refinanced, shall be calculated based on the
currency exchange rate applicable to the currencies in which such refinancing
Debt is denominated that is in effect on the date of such refinancing.

            Section 4.09. Limitation on Restricted Payments.

            The Company shall not make, and shall not permit any Restricted
Subsidiary to make, directly or indirectly, any Restricted Payment if at the
time of, and after giving effect to, such proposed Restricted Payment,

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

            (b) the Company could not Incur at least $1.00 of additional Debt
      pursuant to clause (1) of the first paragraph of Section 4.08 or

            (c) the aggregate amount of such Restricted Payment and all other
      Restricted Payments declared or made since the Start Date (the amount of
      any Restricted Payment, if made other than in cash, to be based upon the
      Fair Market Value at the time of such Restricted Payment) other than
      Restricted Payments permitted by clauses (b) through (g) of the next
      succeeding paragraph would exceed an amount equal to the sum of:

                  (1) 50% of the aggregate amount of Consolidated Net Income
            accrued during the period (treated as one accounting period) from
            the Start Date to the end of the most recent fiscal quarter ending
            at least 45 days prior to the date of such Restricted Payment (or if
            the aggregate amount of Consolidated Net Income for such period
            shall be a deficit, minus 100% of such deficit), plus

                  (2) 100% of the Capital Stock Sale Proceeds, plus

                  (3) the sum of:

                        (A) the aggregate net cash proceeds received by the
                  Company or any Restricted Subsidiary from the issuance or sale
                  after the Start Date of convertible or exchangeable Debt that
                  has been converted into or exchanged for Capital Stock (other
                  than Disqualified Stock) of the Company, and

                                       48
<PAGE>

                        (B) the aggregate amount by which Debt (other than
                  Subordinated Obligations) of the Company or any Restricted
                  Subsidiary is reduced on the Company's consolidated balance
                  sheet on or after the Start Date upon the conversion or
                  exchange of any Debt issued or sold on or prior to the Start
                  Date that is convertible or exchangeable for Capital Stock
                  (other than Disqualified Stock) of the Company,

            excluding, in the case of clause (A) or (B):

                              (x) any such Debt issued or sold to the Company or
                        a Subsidiary of the Company or an employee stock
                        ownership plan or trust established by the Company or
                        any such Subsidiary for the benefit of their employees,
                        and

                              (y) the aggregate amount of any cash or other
                        Property distributed by the Company or any Restricted
                        Subsidiary upon any such conversion or exchange, plus

                  (4) an amount equal to the sum of:

                        (A) the net reduction in Investments in any Person other
                  than the Company or a Restricted Subsidiary resulting from
                  dividends, repayments of loans or advances or other transfers
                  of Property, in each case to the Company or any Restricted
                  Subsidiary from such Person, and

                        (B) the portion (proportionate to the Company's equity
                  interest in such Unrestricted Subsidiary) of the Fair Market
                  Value of the net assets of an Unrestricted Subsidiary at the
                  time such Unrestricted Subsidiary is designated a Restricted
                  Subsidiary, provided, however, that the foregoing sum shall
                  not exceed, in the case of any Person, the amount of
                  Investments previously made (and treated as a Restricted
                  Payment) by the Company or any Restricted Subsidiary in such
                  Person.

            Notwithstanding the foregoing limitation, the Company may:

            (a) pay dividends on its Capital Stock within 60 days of the
      declaration thereof if, on said declaration date, such dividends could
      have been paid in compliance with this Indenture; provided, however, that
      such dividend shall be included in the calculation of the amount of
      Restricted Payments;

            (b) purchase, repurchase, redeem, legally defease, acquire or retire
      for value Capital Stock of the Company or Subordinated Obligations in
      exchange for, or out of the proceeds of the substantially concurrent sale
      of, Capital Stock of the Company (other than Disqualified Stock and other
      than Capital Stock issued or sold to a Subsidiary of the Company or an
      employee stock ownership plan or trust established by the Company or any
      such Subsidiary for the benefit of their employees);

      provided, however, that

                  (1) such purchase, repurchase, redemption, legal defeasance,
            acquisition or retirement shall be excluded in the calculation of
            the amount of Restricted Payments and

                                       49
<PAGE>

                  (2) the Capital Stock Sale Proceeds from such exchange or sale
            shall be excluded from the calculation pursuant to clause (c) (2)
            above;

            (c) 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, Permitted Refinancing
      Debt; provided, however, that such purchase, repurchase, redemption, legal
      defeasance, acquisition or retirement shall be excluded in the calculation
      of the amount of Restricted Payments;

            (d) repurchase shares of, or options to purchase shares of, common
      stock of the Company or any of its Subsidiaries from current or former
      officers, directors or employees of the Company or any of its Subsidiaries
      (or permitted transferees of such current or former officers, directors or
      employees), pursuant to the terms of agreements (including employment
      agreements) or plans (or amendments thereto) approved by the Board of
      Directors under which such individuals purchase or sell, or are granted
      the option to purchase or sell, shares of such common stock; provided,
      however, that:

                  (1) the aggregate amount of such repurchases shall not exceed
            $5.0 million in any calendar year and

                  (2) at the time of such repurchase, no other Default or Event
            of Default shall have occurred and be continuing (or result
            therefrom);

            provided further, however, that such repurchases shall be included
            in the calculation of the amount of Restricted Payments; and

            (e) acquire its Capital Stock in connection with the exercise of
      warrants outstanding on the Start Date, stock options or stock
      appreciation rights by way of cashless exercise; and

            (f) the declaration and payment of regularly scheduled or accrued
      dividends to holders of any class or series of Disqualified Stock of the
      Company or an Restricted Subsidiary issued on or after the date of this
      Indenture in accordance with Section 4.08;

            (g) the repurchase, redemption or other acquisition or retirement
      for value of Disqualified Stock of the Company or any Restricted
      Subsidiary of the Company made by exchange for, or out of the net proceeds
      of, the substantially concurrent sale of Disqualified Stock that is
      permitted to be Incurred pursuant to Section 4.08; and

            (h) so long as no Default or Event of Default shall have occurred
      and be continuing, or would occur as a consequence thereof, make
      Restricted Payments in an aggregate amount not to exceed $100.0 million.

            The amount of all Restricted Payments (other than cash) will be the
Fair Market Value on the date of the Restricted Payment of the securities or
Property proposed to be paid, transferred or issued by the Parent or such
Restricted Payment, as the case may be, pursuant to the Restricted Payment.

            Section 4.10. Limitation on Liens.

            The Company shall not, and shall not permit any Restricted
Subsidiary to, directly or indirectly, Incur or suffer to exist, any Lien (other
than Permitted Liens) upon any of its Property (including Capital Stock of a
Restricted Subsidiary), whether owned at the Issue Date or thereafter

                                       50
<PAGE>

acquired, or any interest therein or any income or profits therefrom, unless it
has made or will make effective provision whereby the Notes will be secured by
such Lien equally and ratably with (or, with respect to Subordinated
Obligations, prior to) all other Debt of the Company or any Restricted
Subsidiary secured by such Lien for so long as such other Debt is secured by
such Lien.

            Section 4.11. Limitation on Restrictions on Distributions from
Restricted Subsidiaries.

            The Company shall not, and shall not permit any Restricted
Subsidiary to, directly or indirectly, create or otherwise cause or suffer to
exist any consensual encumbrance or restriction on the ability of any Restricted
Subsidiary to:

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

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

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

            The foregoing limitations will not apply:

                  (1) with respect to clauses (a), (b) and (c), to restrictions:

                        (A) in effect on the Issue Date,

                        (B) relating to Debt or Capital Stock of a Restricted
                  Subsidiary and 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
                  transactions pursuant to which such Restricted Subsidiary
                  became a Restricted Subsidiary or was acquired by the Company,
                  or

                        (C) resulting from the Refinancing of Debt Incurred
                  pursuant to an agreement referred to in clause (1)(A) or (B)
                  above or in clause (2)(A) or (B) below, provided such
                  restriction is not materially less favorable to the Holders
                  than those under the agreement evidencing the Debt so
                  Refinanced, or

                        (D) existing by reason of applicable law, regulation,
                  order, approval, license, permit or similar restriction, in
                  each case issued or imposed by a governmental authority, or

                        (E) provisions with respect to the disposition or
                  distribution of Property in joint venture agreements entered
                  into in the ordinary course of business; provided that such
                  restrictions apply only to the assets or property subject to
                  such joint venture; or

                        (F) restrictions on cash or other deposits or net worth
                  under contracts or leases entered into in the ordinary course
                  of business; and

                  (2) with respect to clause (c) only, to restrictions:

                                       51
<PAGE>

                        (A) relating to Debt that is permitted to be Incurred
                  and secured without also securing the Notes pursuant to
                  Sections 4.08 and 4.10 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 restriction relates solely to the Property so acquired
                  and was 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, or

                        (D) customary restrictions contained in asset sale
                  agreements limiting the transfer of such Property pending the
                  closing of such sale.

            Section 4.12. Designation of Restricted and Unrestricted
Subsidiaries.

            The Board of Directors may designate any Subsidiary of the Company
to be an Unrestricted Subsidiary if:

            (a) the 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 other Restricted Subsidiary, and

            (b) either:

                  (1) the Subsidiary to be so designated has total assets of
            $1,000 or less, or

                  (2) such designation is effective immediately upon such entity
            becoming a Subsidiary of the Company.

Unless so designated as an Unrestricted Subsidiary, any Person that becomes a
Subsidiary of the Company will be classified as a Restricted Subsidiary;
provided, however, that such Subsidiary shall not be designated a Restricted
Subsidiary and shall be automatically classified as an Unrestricted Subsidiary
if either of the requirements set forth in clauses (x) and (y) of the second
immediately following paragraph will not be satisfied after giving pro forma
effect to such classification or if such Person is a Subsidiary of an
Unrestricted Subsidiary.

            Except as provided in the first sentence of the preceding paragraph
of this Section, no Restricted Subsidiary may be redesignated as an Unrestricted
Subsidiary. In addition, no Unrestricted Subsidiary shall have any Debt other
than Non-Recourse Debt.

            The Board of Directors may designate any Unrestricted Subsidiary 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 clause (1) of the first paragraph of Section 4.08, and

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

                                       52
<PAGE>

            Any designation or redesignation by the Board of Directors pursuant
to the foregoing provisions will be evidenced to the Trustee by filing with the
Trustee a Board Resolution giving effect to such designation or redesignation
and an Officers' Certificate that:

            (a) certifies that such designation or redesignation complies with
the foregoing provisions, and

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

such filing with the Trustee to occur within 45 days after the end of the fiscal
quarter of the Company 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 Company's fiscal year, within 90 days after the end of such
fiscal year).

            Section 4.13. Repurchase at the Option of Holders Upon a Change of
Control.

            Upon the occurrence of a Change of Control, each Holder shall have
the right to require the Company to repurchase all or any part of such Holder's
Notes pursuant to the offer described below (the "Change of Control Offer") at a
purchase price (the "Change of Control Purchase Price") equal to 101% of the
principal amount thereof, plus accrued and unpaid interest and Additional
Interest, if any, to the purchase date (the "Change of Control Payment Date")
(subject to the right of Holders of record on the relevant record date to
receive interest due on the relevant Interest Payment Date).

            Within 30 days following any Change of Control, the Company shall:

            (a) cause a notice of the Change of Control Offer to be sent at
      least once to the Dow Jones News Service or a similar business news
      service in the United States; and

            (b) send, by first-class mail, with a copy to the Trustee, to each
      Holder, at such Holder's address appearing in the securities register
      maintained in respect of the Notes by the Registrar (the "Security
      Register"):

                  (1) that a Change of Control has occurred and a Change of
            Control Offer is being made pursuant to Section 4.13 of the
            Indenture and that all Notes timely tendered will be accepted for
            payment;

                  (2) the Change of Control Purchase Price and the purchase
            date, which shall be, subject to any contrary requirements of
            applicable law, a Business Day no earlier than 30 days nor later
            than 60 days from the date such notice is mailed;

                  (3) the circumstances and relevant facts regarding the Change
            of Control (including information with respect to pro forma
            historical income, cash flow and capitalization after giving effect
            to the Change of Control); and

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

                                       53
<PAGE>

            On the Change of Control Payment Date, the Company shall, to the
extent lawful:

            (a) accept for payment all Notes or portions of Notes properly
      tendered pursuant to the Change of Control Offer;

            (b) deposit with the Paying Agent an amount equal to the Change of
      Control Payment in respect of all Notes or portions of Notes properly
      tendered; and

            (c) deliver or cause to be delivered to the Trustee the Notes
      properly accepted together with an Officers' Certificate stating the
      aggregate principal amount of such series of Notes being purchased by the
      Company.

            The Paying Agent shall promptly mail to each Holder of Notes
properly tendered the Change of Control Payment for such Notes, and the Trustee
shall promptly authenticate and mail (or cause to be transferred by book entry)
to each Holder a new Note equal in principal amount to any unpurchased portion
of the Notes surrendered, if any; provided that each new Note will be in a
minimum principal amount of $2,000 or an integral multiple of $1,000 in excess
thereof. The Company shall publicly announce the results of the Change of
Control Offer on or as soon as practicable after the Change of Control Payment
Date.

            The Company shall comply, to the extent applicable, with the
requirements of Section 14(e) of the Exchange Act and any other securities laws
or regulations in connection with the repurchase of Notes pursuant to a Change
of Control Offer. To the extent that the provisions of any securities laws or
regulations conflict with the provisions of the covenant described hereunder,
the Company shall comply with the applicable securities laws and regulations and
shall not be deemed to have breached its obligations under the covenant
described hereunder by virtue of such compliance.

            Section 4.14. Covenant Removal.

            From and after the first date on which both:

            (a) the Notes have Investment Grade Ratings from both Rating
      Agencies and

            (b) no Default or Event of Default shall have occurred and be
      continuing under this Indenture (collectively, a "Ratings Event"),

      the Company and its Restricted Subsidiaries shall cease to be subject to
      the following provisions of this Indenture (collectively, the "Removed
      Covenants"):

            (i) Section 4.08,

            (ii) Section 4.09,

            (iii) Section 4.11,

            (iv) clause (x) of the third paragraph (and such clause (x) as
      referred to in the first paragraph) of Section 4.12, and

            (v) clause (e) of Section 5.01.

                                       54
<PAGE>

            The Removed Covenants shall not be reinstated even if the Company
subsequent does not satisfy the requirements set forth in clauses (a) and (b)
above.

            Section 4.15. Limitation on Sale and Leaseback Transactions.

            Upon and after the occurrence of a Ratings Event, the Company shall
not, and shall not permit any Restricted Subsidiary to, enter into any Sale and
Leaseback Transaction covering any Property after the Issue Date unless:

            (a) the Sale and Leaseback Transaction:

                  (1) involves a lease for a period, including renewals, of not
            more than three years; or

                  (2) involves newly constructed Property, and the sale or
            transfer occurs within 120 days after the completion of construction
            and commencement of full operation thereof; provided, however, that
            if the Sale and Leaseback Transaction involves new construction on
            real property acquired by the Company or any Restricted Subsidiary
            more than 120 days prior to the date of the Sale and Leaseback
            Transaction, then such Sale and Leaseback Transaction shall be
            deemed a permissible Sale and Leaseback Transaction under this
            clause (a)(2) but only to the extent of the value of the newly
            constructed Property; or

                  (3) occurs within 120 days from the date of the acquisition of
            the Property subject thereto; or

                  (4) is with the Company or one of its Restricted Subsidiaries;
            or

            (b) the Company or any Restricted Subsidiary, within 120 days after
      the Sale and Leaseback Transaction shall have occurred, applies or causes
      to be applied an amount equal to the value of the Property so sold and
      leased back at the time of entering into such arrangement to the
      prepayment, repayment, redemption, reduction or retirement of any Debt of
      the Company or any Restricted Subsidiary that is not subordinated to the
      Notes and that has a Stated Maturity of more than twelve months; or

            (c) the Company or such Restricted Subsidiary would be entitled to
      Incur such Lien on the Property without equally and ratably securing the
      Notes in accordance with Section 4.10.

                                   ARTICLE 5.

                                   SUCCESSORS

            Section 5.01. Merger, Consolidation and Sale of Property.

            The Company shall not merge, consolidate or amalgamate with or into
any other Person (other than a merger of a 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 transactions
unless:

            (a) the Company shall be the surviving Person (the "Surviving
      Person") or the Surviving Person (if other than the Company) formed by
      such merger, consolidation or

                                       55
<PAGE>

      amalgamation 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;

            (b) the Surviving Person (if other than the Company) expressly
      assumes, by agreements in form satisfactory to the Trustee, executed and
      delivered to the Trustee by such Surviving Person, the due and punctual
      payment of the principal of, and premium, if any, and interest and
      Additional Interest, if any, on, all the Notes, according to their tenor,
      and the due and punctual performance and observance of all the covenants
      and conditions of this Indenture and the Registration Rights Agreement to
      be performed by the Company;

            (c) in the case of a sale, transfer, assignment, lease, conveyance
      or other disposition of all or substantially all the Property of the
      Company, such Property shall have been transferred as an entirety or
      virtually as an entirety to one Person;

            (d) immediately after giving effect to such transaction or series of
      transactions on a pro forma basis (and treating, for purposes of this
      clause (d) and clause (e) 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 transactions as
      having been Incurred by the Surviving Person or such Restricted Subsidiary
      at the time of such transaction or series of transactions), no Default or
      Event of Default shall have occurred and be continuing;

            (e) immediately after giving effect to such transaction or series of
      transactions on a pro forma basis, (i) the Company or the Surviving
      Person, as the case may be, would be able to Incur at least $1.00 of
      additional Debt pursuant to the Consolidated Interest Coverage Ratio test
      set forth in clause (1) of the first paragraph of Section 4.08 or (ii) the
      Consolidated Interest Coverage Ratio for the Company or the Surviving
      Person, as the case may be, would be equal to or greater than the
      Consolidated Interest Coverage Ratio of the Company immediately prior to
      such transaction; and

            (f) 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 the agreements, if any, in respect thereto comply with
      this Section 5.01 and that all conditions precedent herein provided for
      relating to such transaction have been satisfied.

            Section 5.02. Successor Corporation Substituted.

            The Surviving Person shall succeed to, and be substituted for, and
may exercise every right and power of the Company under this Indenture, but the
predecessor Company in the case of:

            (a) a sale, transfer, assignment, conveyance or other disposition
      (unless such sale, transfer, assignment, conveyance or other disposition
      is of all the assets of the Company as an entirety or virtually as an
      entirety), or

            (b) a lease,

shall not be released from any of the obligations or covenants under this
Indenture, including with respect to the payment of the Notes.

                                       56
<PAGE>

                                   ARTICLE 6.

                              DEFAULTS AND REMEDIES

            Section 6.01. Events of Default.

            (a) An "Event of Default" occurs if:

                  (1) the Company fails to make the payment of any interest or
            Additional Interest on the Notes when the same becomes due and
            payable, and such failure continues for a period of 30 days;

                  (2) the Company fails to make the payment of any principal of,
            or premium, if any, on, any of the Notes when the same becomes due
            and payable at its Stated Maturity, upon acceleration, required
            repurchase or otherwise;

                  (3) the Company fails to comply with Article 5;

                  (4) the Company fails to comply with any other covenant or
            agreement in the Notes or in this Indenture (other than a failure
            that is the subject of the foregoing clause (1), (2) or (3)) and
            such failure continues for 30 days after written notice is given to
            the Company as provided below;

                  (5) a default occurs under any Debt by the Company or any
            Restricted Subsidiary that results in acceleration of the maturity
            of such Debt, or the Company or any of its Restricted Subsidiaries
            fails to pay any such Debt at maturity, in an aggregate amount
            greater than $20.0 million or its foreign currency equivalent at the
            time;

                  (6) any final judgment or judgments for the payment of money
            in an aggregate amount in excess of $20.0 million (or its foreign
            currency equivalent at the time) shall be rendered against the
            Company or any Restricted Subsidiary and such judgment or judgments
            shall not be waived, satisfied or discharged for any period of 30
            consecutive days during which a stay of enforcement shall not be in
            effect;

                  (7) the Company or any of its Significant Subsidiaries
            pursuant to or within the meaning of Bankruptcy Law:

                              (i) commences a voluntary case,

                              (ii) consents to the entry of an order for relief
                        against it in an involuntary case,

                              (iii) consents to the appointment of a custodian
                        of it or for all or substantially all of its property,

                              (iv) makes a general assignment for the benefit of
                        its creditors, or

                              (v) generally is not paying its debts as they
                        become due; and

                                       57
<PAGE>

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

                              (i) is for relief against the Company or any of
                        its Significant Subsidiaries in an involuntary case; or

                              (ii) appoints a receiver, trustee, assignee,
                        liquidator or similar official of the Company or any of
                        its Significant Subsidiaries or for all or substantially
                        all of the property of the Company or any of its
                        Significant Subsidiaries; or

                              (iii) orders the liquidation of the Company or any
                        of its Significant Subsidiaries;

            and the order or decree remains unstayed and in effect for 60
consecutive days.

            (b) A Default under clause (4) above is not an Event of Default
until the Trustee or the Holders of not less than 25% in aggregate principal
amount of the Notes then outstanding notify the Company of the Default and the
Company 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."

            Section 6.02. Acceleration.

            If an Event of Default (other than an Event of Default specified in
clauses (a)(7) or (8) of Section 6.01 hereof, with respect to the Company),
shall have occurred and be continuing, the Trustee or the Holders of not less
than 25% in aggregate principal amount of the Notes then outstanding may declare
to be immediately due and payable, by written notice to the Company (and to the
Trustee if given by the Holders), the principal amount of all the Notes then
outstanding, plus accrued but unpaid interest and Additional Interest, if any,
to the date of acceleration. In the case of an Event of Default specified in
clauses (a)(7) or (8) of Section 6.01 hereof, with respect to the Company or any
Significant Subsidiary shall occur, such amount with respect to all the Notes
will become due and payable immediately without any declaration or other act on
the part of the Trustee or the Holders. Holders may not enforce this Indenture
or the Notes except as provided in this Indenture. Subject to the limitations
described in this Article 6, Holders of a majority in aggregate 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 or Event of Default (except a Default or Event of Default relating to
the payment of principal, premium, if any, or interest or Additional Interest,
if any) if the Trustee determines in good faith that withholding notice is in
the Holders' interest.

            Section 6.03. Other Remedies.

            If an Event of Default occurs and is continuing, the Trustee may
pursue any available remedy to collect the payment of principal, premium, if
any, and interest and Additional Interest, if any, on the Notes or to enforce
the performance of any provision of the Notes or this Indenture.

            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. 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. All remedies are cumulative
to the extent permitted by law.

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            Section 6.04. Waiver of Past Defaults.

            Holders of not less than a majority in aggregate principal amount of
the then outstanding Notes by notice to the Trustee may on behalf of the Holders
of all of the Notes waive an existing Default or Event of Default and its
consequences hereunder, except a continuing Default or Event of Default in the
payment of the principal of, premium, if any, or interest or Additional Interest
on, the Notes; provided, however, that after any acceleration, but before a
judgment or decree based on acceleration is obtained by the Trustee, the Holders
of a majority in aggregate principal amount of the Notes then outstanding may
rescind and annul such acceleration if all Events of Default, other than the
nonpayment of accelerated principal, premium or interest or Additional Interest,
have been cured or waived as provided in this Indenture. Upon any such waiver,
such Default shall cease to exist, and any Event of Default arising therefrom
shall be deemed to have been cured for every purpose of this Indenture; but no
such waiver shall extend to any subsequent or other Default or impair any right
consequent thereon.

            Section 6.05. Control by Majority.

            Subject to Section 7.01, in case an Event of Default shall occur and
be continuing, the Trustee will 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, 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 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 6.06. Limitation on Suits.

            No Holder 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 thereunder, unless:

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

            (b) Holders of at least 25% in aggregate principal amount of the
      Notes then outstanding have made written request and offered reasonable
      indemnity to the Trustee to institute such proceeding as trustee, and

            (c) the Trustee shall not have received from the Holders of a
      majority in aggregate principal amount of the Notes then outstanding a
      direction inconsistent with such request and shall have failed to
      institute such proceeding within 60 days.

            The preceding limitations do not apply to a suit instituted by a
Holder for enforcement of payment of the principal of, and premium, if any, or
interest or Additional Interest on, a Note on or after the respective due dates
expressed in such Note.

            A Holder may not use this Indenture to affect, disturb or prejudice
the rights of another Holder or to obtain a preference or priority over another
Holder.

            Section 6.07. Rights of Holders to Receive Payment.

            Notwithstanding any other provision of this Indenture, the right of
any Holder to receive payment of principal, premium, if any, and interest and
Additional Interest, if any, on the Note, on or after

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the respective due dates expressed in the Note (including in connection with an
offer to purchase), or to bring suit for the enforcement of any such payment on
or after such respective dates, shall not be impaired or affected without the
consent of such Holder.

            Section 6.08. Collection Suit by Trustee.

            If an Event of Default specified in clauses (a)(1) or (2) of Section
6.01 occurs and is continuing, the Trustee is authorized to recover judgment in
its own name and as trustee of an express trust against the Company for the
whole amount of principal of, premium, if any, and interest and Additional
Interest, if any, remaining unpaid on the Notes and interest on overdue
principal and, to the extent lawful, interest and such further amount as shall
be sufficient to cover the costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel.

            Section 6.09. Trustee May File Proofs of Claim.

            The Trustee is authorized to file such proofs of claim and other
papers or documents as may be necessary or advisable in order to have the claims
of the Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel) and the
Holders allowed in any judicial proceedings relative to the Company (or any
other obligor upon the Notes), its creditors or its property and shall be
entitled and empowered to collect, receive and distribute any money or other
property payable or deliverable on any such claims and any custodian in any such
judicial proceeding is hereby authorized by each Holder to make such payments to
the Trustee, and in the event that the Trustee shall consent to the making of
such payments directly to the Holders, to pay to the Trustee any amount due to
it for the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 7.07 hereof. To the extent that the payment of any such compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel, and
any other amounts due the Trustee under Section 7.07 hereof out of the estate in
any such proceeding, shall be denied for any reason, payment of the same shall
be secured by a Lien on, and shall be paid out of, any and all distributions,
dividends, money, securities and other properties that the Holders may be
entitled to receive in such proceeding whether in liquidation or under any plan
of reorganization or arrangement or otherwise. 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 of reorganization, arrangement, adjustment or
composition affecting the Notes or the rights of any Holder, or to authorize the
Trustee to vote in respect of the claim of any Holder in any such proceeding.

            Section 6.10. Priorities.

            If the Trustee collects any money pursuant to this Article 6, it
shall pay out the money in the following order:

            First: to the Trustee, its agents and attorneys for amounts due
under Section 7.07 hereof, including payment of all compensation, expenses and
liabilities incurred, and all advances made, by the Trustee and the costs and
expenses of collection;

            Second: to Holders for amounts due and unpaid on the Notes for
principal, premium, if any, and interest and Additional Interest, if any,
ratably, without preference or priority of any kind, according to the amounts
due and payable on the Notes for principal, premium, if any, and interest and
Additional Interest, if any, respectively; and

            Third: to the Company or to such party as a court of competent
jurisdiction shall direct.

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            The Trustee may fix a record date and payment date for any payment
to Holders pursuant to this Section 6.10.

            Section 6.11. 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 a 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, 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 6.11 does not apply to a suit by the Trustee, a suit by a Holder
pursuant to Section 6.07 hereof, or a suit by Holders of more than 10% in
principal amount of the then outstanding Notes.

                                   ARTICLE 7.

                                     TRUSTEE

            Section 7.01. Duties of Trustee.

            (a) If an Event of Default has occurred and is continuing, the
Trustee shall exercise such of the rights and powers vested in it by this
Indenture, and use the same degree of care and skill in its exercise, as a
prudent man would exercise or use under the circumstances in the conduct of his
own affairs.

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

            (i) the duties of the Trustee shall be determined solely by the
      express provisions of this Indenture and the Trustee need perform only
      those duties that are specifically set forth in this Indenture and no
      others, and no implied covenants or obligations shall be read into this
      Indenture against the Trustee; and

            (ii) in the absence of bad faith on its part, the Trustee may
      conclusively rely, as to the truth of the statements and the correctness
      of the opinions expressed therein, upon certificates or opinions furnished
      to the Trustee and conforming to the requirements of this Indenture.
      However, the Trustee shall examine the certificates and opinions to
      determine whether or not they conform to the requirements of this
      Indenture (but need not confirm or investigate the accuracy of
      mathematical calculations or other facts stated therein).

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

            (i) this paragraph does not limit the effect of paragraph (b) of
      this Section;

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

            (iii) the Trustee shall not be liable with respect to any action it
      takes or omits to take in good faith in accordance with a direction
      received by it pursuant to Section 6.05 hereof.

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<PAGE>

            (d) Whether or not therein expressly so provided, every provision of
this Indenture that in any way relates to the Trustee is subject to paragraphs
(a), (b) and (c) of this Section.

            (e) No provision of this Indenture shall require the Trustee to
expend or risk its own funds or incur any liability. The Trustee shall be under
no obligation to exercise any of its rights and powers under this Indenture at
the request of any Holders, unless such Holder shall have offered to the Trustee
security and indemnity satisfactory to it against any loss, liability or
expense.

            (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.
Money held in trust by the Trustee need not be segregated from other funds
except to the extent required by law.

            Section 7.02. Rights of Trustee.

            (a) The Trustee may conclusively rely upon any document 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.

            (b) Before the Trustee acts or refrains from acting, it may require
an Officers' Certificate or an Opinion of Counsel or both. The Trustee shall not
be liable for any action it takes or omits to take in good faith in reliance on
such Officers' Certificate or Opinion of Counsel. The Trustee may consult with
counsel and the written advice of such counsel or any Opinion of Counsel shall
be full and complete authorization and protection from liability in respect of
any action taken, suffered or omitted by it hereunder in good faith and in
reliance thereon.

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

            (d) The Trustee shall not be liable for any action it takes or omits
to take in good faith that it believes to be authorized or within the rights or
powers conferred upon it by this Indenture.

            (e) Unless otherwise specifically provided in this Indenture, any
demand, request, direction or notice from the Company shall be sufficient if
signed by an Officer of the Company.

            (f) 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 unless such Holders shall have offered to the Trustee
reasonable security or indemnity against the costs, expenses and liabilities
that might be incurred by it in compliance with such request or direction.

            (g) The Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents or
attorneys and the Trustee shall not be responsible for any misconduct or
negligence on the part of any agent or attorney appointed with due care by it
hereunder.

            (h) 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 or Event of Default is received by a Responsible Officer of the Trustee
at the Corporate Trust Office of the Trustee, and such notice references the
specific Default or Event of Default, the Notes and this Indenture.

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<PAGE>

            (i) Money held by the Trustee in trust hereunder need not be
segregated from other funds except to the extent required by law. The Trustee
shall be under no liability for interest on any money received by it hereunder
except as otherwise agreed in writing with the Company.

            (j) The Trustee shall not be required to give any bond or surety in
respect of the performance of its power and duties hereunder.

            (k) The Trustee shall have no duty to inquire as to the performance
of the Company's covenants herein.

            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 otherwise deal with the Company or any
Affiliate of the Company with the same rights it would have if it were not
Trustee. However, in the event that the Trustee acquires any conflicting
interest it must eliminate such conflict within 90 days, apply to the Commission
for permission to continue as Trustee or resign. Any Agent may do the same with
like rights and duties. The Trustee is also subject to Section 7.10 and 7.11
hereof.

            Section 7.04. Trustee's Disclaimer.

            The Trustee shall not be responsible for and makes no representation
as to the validity or adequacy of this Indenture or the Notes, it shall not be
accountable for the Company's use of the proceeds from the Notes or any money
paid to the Company or upon the Company's direction under any provision of this
Indenture, it shall not be responsible for the use or application of any money
received by any Paying Agent other than the Trustee, and it shall not be
responsible for any statement or recital herein or any statement in the Notes or
any other document in connection with the sale of the Notes or pursuant to this
Indenture other than its certificate of authentication.

            Section 7.05. Notice of Defaults.

            If a Default or Event of Default occurs and is continuing and if it
is known to the Trustee, the Trustee shall mail to Holders a notice of the
Default or Event of Default within 90 days after it occurs. Except in the case
of a Default or Event of Default in payment of principal of, premium, if any, or
interest or Additional Interest, if any, on any Note, 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 the Holders.

            Section 7.06. Reports by Trustee to Holders.

            Within 60 days after each May 15 beginning with May 15, 2005, and
for so long as Notes remain outstanding, the Trustee shall mail to the Holders a
brief report dated as of such reporting date that complies with TIA Section
313(a) (but if no event described in TIA Section 313(a) has occurred within the
twelve months preceding the reporting date, no report need be transmitted). 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).

            A copy of each report at the time of its mailing to the Holders
shall be mailed to the Company and filed with the Commission and each stock
exchange on which the Notes are listed in accordance with TIA Section 313(d).
The Company shall promptly notify the Trustee when the Notes are listed on any
stock exchange.

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<PAGE>

            Section 7.07. Compensation and Indemnity.

            The Company shall pay to the Trustee from time to time reasonable
compensation for its acceptance of this Indenture and services hereunder in
accordance with a written schedule provided by the Trustee to the Company. The
Trustee's compensation shall not be limited by any law on compensation of a
trustee of an express trust. The Company shall reimburse the Trustee promptly
upon request for all reasonable disbursements, advances and expenses incurred or
made by it in addition to the compensation for its services. Such expenses shall
include the reasonable compensation, disbursements and expenses of the Trustee's
agents and counsel.

            The Company shall indemnify the Trustee or any predecessor Trustee
against any and all losses, claims, damages, penalties, fines, liabilities or
expenses, including incidental and out-of-pocket expenses and reasonable
attorneys fees ("losses") incurred by it arising out of or in connection with
the acceptance or administration of its duties under this Indenture, including
the costs and expenses of enforcing this Indenture against the Company
(including this Section 7.07) and defending itself against any claim (whether
asserted by the Company or any Holder or any other person) or liability in
connection with the exercise or performance of any of its powers or duties
hereunder, except to the extent any such losses may be attributable to its gross
negligence or bad faith. The Trustee shall notify the Company promptly of any
claim for which it may seek indemnity. Failure by the Trustee to so notify the
Company shall not relieve the Company of its obligations hereunder. The Company
shall defend the claim, and the Trustee shall cooperate in the defense. The
Trustee may have separate counsel and the Company shall pay the reasonable fees
and expenses of such counsel. The Company need not pay for any settlement made
without its consent, which consent shall not be unreasonably withheld. The
Company need not reimburse any expense or indemnify against any loss liability
or expense incurred by the Trustee through the Trustee's own willful misconduct,
gross negligence or bad faith.

            The obligations of the Company under this Section 7.07 shall survive
the satisfaction and discharge of this Indenture.

            To secure the Company's payment obligations in this Section, the
Trustee shall have a Lien prior to the Notes on all money or property held or
collected by the Trustee, except that held in trust to pay principal, premium,
if any, and interest and Additional Interest, if any, on particular Notes. Such
Lien shall survive the satisfaction and discharge of this Indenture.

            When the Trustee incurs expenses or renders services after an Event
of Default specified in clauses (a)(7) or (8) of Section 6.01 hereof occurs, the
expenses and the compensation for the services (including the fees and expenses
of its agents and counsel) are intended to constitute expenses of administration
under any Bankruptcy Law.

            The Trustee shall comply with the provisions of TIA Section
313(b)(2) to the extent applicable.

            Section 7.08. Replacement of Trustee.

            A resignation or removal of the Trustee and appointment of a
successor Trustee shall become effective only upon the successor Trustee's
acceptance of appointment as provided in this Section.

            The Trustee may resign in writing at any time and be discharged from
the trust hereby created by so notifying the Company. The Holders of a majority
in principal amount of the then outstanding Notes may remove the Trustee by so
notifying the Trustee and the Company in writing. The Company may remove the
Trustee if:

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<PAGE>

            (a) the Trustee fails to comply with Section 7.10 hereof;

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

            (c) a custodian or public officer takes charge of the Trustee or its
      property; or

            (d) the Trustee 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. Within one year after the successor Trustee takes office, the Holders
of a majority in principal amount of the then outstanding Notes may appoint a
successor Trustee to replace the successor Trustee appointed by the Company.

            If a successor Trustee does not take office within 30 days after the
retiring Trustee resigns or is removed, the retiring Trustee, the Company, or
the Holders of at least 10% in principal amount of the then outstanding Notes
may petition any court of competent jurisdiction for the appointment of a
successor Trustee.

            If the Trustee, after written request by any Holder who has been a
Holder for at least six months, fails to comply with Section 7.10, such 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. Thereupon, 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. The successor Trustee shall mail a notice of its
succession to Holders. Subject to the Lien provided for in Section 7.07 hereof,
the retiring Trustee shall promptly transfer all property held by it as Trustee
to the successor Trustee; provided, however, that all sums owing to the Trustee
hereunder shall have been paid. Notwithstanding replacement of the Trustee
pursuant to this Section 7.08, the Company's obligations under Section 7.07
hereof shall continue for the benefit of the retiring Trustee.

            Section 7.09. Successor Trustee by Merger, etc.

            If the Trustee consolidates, merges or converts into, or transfers
all or substantially all of its corporate trust business to, another
corporation, the successor corporation without any further act shall be the
successor Trustee.

            Section 7.10. Eligibility; Disqualification.

            There shall at all times be a Trustee hereunder that is a Person
organized and doing business under the laws of the United States of America or
of any state thereof that is authorized under such laws to exercise corporate
trustee power, that is subject to supervision or examination by federal or state
authorities and that has a combined capital and surplus of at least $150,000,000
as set forth in its most recent published annual report of condition.

            This Indenture shall always have a Trustee who satisfies the
requirements of TIA Section 310(a)(1), (2) and (5). The Trustee is subject to
TIA Section 310(b).

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<PAGE>

            Section 7.11. Preferential Collection of Claims Against Company.

            The Trustee is subject to 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.

                                   ARTICLE 8.

                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

            Section 8.01. Option to Effect Legal Defeasance or Covenant
Defeasance.

            The Company may, at its option and at any time, elect to have either
Section 8.02 or 8.03 hereof be applied to all outstanding Notes upon compliance
with the conditions set forth below in this Article 8.

            Section 8.02. Legal Defeasance and Discharge.

            Upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.02, the Company shall, subject to the satisfaction
of the conditions set forth in Section 8.04 hereof, be deemed to have been
discharged from its obligations with respect to all outstanding Notes on the
date the conditions set forth below are satisfied (hereinafter, "Legal
Defeasance"). For this purpose, Legal Defeasance means that the Company shall be
deemed to have paid and discharged the entire Debt represented by the
outstanding Notes, which shall thereafter be deemed to be "outstanding" only for
the purposes of Section 8.05 hereof and the other Sections of this Indenture
referred to in (a) and (b) below, and to have satisfied all its other
obligations under such Notes and this Indenture (and the Trustee, on demand of
and at the expense of the Company, shall execute proper instruments
acknowledging the same), except for the following provisions which shall survive
until otherwise terminated or discharged hereunder: (a) the rights of Holders of
outstanding Notes to receive solely from the trust fund described in Section
8.04 hereof, and as more fully set forth in such Section, payments in respect of
the principal of and interest and Additional Interest, if any, on such Notes
when such payments are due, (b) the Company's obligations with respect to such
Notes under Article 2 and Section 4.02 hereof, (c) the rights, powers, trusts,
duties and immunities of the Trustee hereunder and the Company's obligations in
connection therewith and (d) this Article 8. If the Company exercises under
Section 8.01 hereof the option applicable to this Section 8.02, subject to the
satisfaction of the conditions set forth in Section 8.04 hereof, payment of the
Notes may not be accelerated because of an Event of Default. Subject to
compliance with this Article 8, the Company may exercise its option under this
Section 8.02 notwithstanding the prior exercise of its option under Section 8.03
hereof.

            Section 8.03. Covenant Defeasance.

            Upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.03, the Company shall, subject to the satisfaction
of the conditions set forth in Section 8.04 hereof, be released from its
obligations under the covenants contained in Sections 4.05, 4.06 and 4.08
through 4.14 hereof, and the operation of Section 5.01(e) hereof, with respect
to the outstanding Notes on and after the date the conditions set forth in
Section 8.04 are satisfied (hereinafter, "Covenant Defeasance"), and the Notes
shall thereafter be deemed not "outstanding" for the purposes of any direction,
waiver, consent or declaration or act of Holders (and the consequences of any
thereof) in connection with such covenants, but shall continue to be deemed
"outstanding" for all other purposes hereunder (it being understood that such
Notes shall not be deemed outstanding for accounting purposes). For this
purpose, Covenant Defeasance means that, with respect to the outstanding Notes,
the Company

                                       66
<PAGE>

may omit to comply with and shall have no liability in respect of any term,
condition or limitation set forth in any such covenant, whether directly or
indirectly, by reason of any reference elsewhere herein to any such covenant or
by reason of any reference in any such covenant to any other provision herein or
in any other document and such omission to comply shall not constitute a Default
or an Event of Default under Section 6.01 hereof, but, except as specified
above, the remainder of this Indenture and such Notes shall be unaffected
thereby. If the Company exercises under Section 8.01 hereof the option
applicable to this Section 8.03, subject to the satisfaction of the conditions
set forth in Section 8.04 hereof, payment of the Notes may not be accelerated
because of an Event of Default specified in clauses (a)(4) (with respect to the
covenants contained in Sections 4.05, 4.06 and 4.08 through 4.15 hereof), (5),
(6), (7) and (8) (but in the case of clauses (a) (7) and (8) of Section 6.01
hereof, with respect to Significant Subsidiaries only or because of a failure of
the Company to comply with Section 5.01(e)).

            Section 8.04. Conditions to Legal or Covenant Defeasance.

            The following shall be the conditions to the application of either
Section 8.02 or 8.03 hereof to the outstanding Notes.

            The Legal Defeasance or Covenant Defeasance may be exercised only
if:

            (a) the Company irrevocably deposits in trust with the Trustee money
      or U.S. Government Obligations for the payment of principal of and
      interest and Additional Interest, if any, on the Notes to maturity;

            (b) the Company delivers to the Trustee a verification report of a
      nationally recognized firm of independent certified public accountants
      expressing their opinion that the payments of principal and interest and
      Additional Interest, if any, when due and without reinvestment on the
      deposited U.S. 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 and interest and Additional Interest, if any,
      when due on all the Notes to maturity;

            (c) 123 days pass after the deposit is made and during the 123-day
      period no Default described in clauses (a) (7) or (8) under Section 6.01
      occurs with respect to the Company or any other Person making such deposit
      which is continuing at the end of the period;

            (d) the Company delivers to the Trustee an Opinion of Counsel to the
      effect that after the 123rd day following the deposit, no trust funds will
      be subject to the effect of any applicable bankruptcy, insolvency,
      reorganization or similar laws affecting creditors' rights generally;

            (e) the Company delivers to the Trustee an Officers' Certificate
      stating that the deposit was not made by the Company with the intent of
      preferring the Holders of Notes over the other creditors of the Company
      with the intent of defeating, hindering, delaying or defrauding creditors
      of the Company or others;

            (f) no Default or Event of Default has occurred and is continuing on
      the date of such deposit and after giving effect thereto;

            (g) such deposit does not constitute a default under any other
      agreement or instrument binding on the Company;

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            (h) the Company delivers to the Trustee an Opinion of Counsel to the
      effect that the trust resulting from the deposit does not constitute, or
      is qualified as, a regulated investment company under the Investment
      Company Act of 1940;

            (i) in the case of the Legal Defeasance option, the Company delivers
      to the Trustee an Opinion of Counsel stating that:

                  (1) the Company has received from the Internal Revenue Service
            a ruling, or

                  (2) since the date of this Indenture there has been a change
            in the applicable federal income tax law, to the effect, in either
            case, that, and based thereon such Opinion of Counsel shall confirm
            that, the Holders will not recognize income, gain or loss for
            federal income tax purposes as a result of such Legal Defeasance and
            will be subject to federal income tax on the same amounts, in the
            same manner and at the same time as would have been the case if such
            Legal Defeasance has not occurred;

            (j) in the case of the Covenant Defeasance option, the Company
      delivers to the Trustee an Opinion of Counsel to the effect that the
      Holders will not recognize income, gain or loss for federal income tax
      purposes as a result of such Covenant Defeasance and will be subject to
      federal income tax on the same amounts, in the same manner and at the same
      times as would have been the case if such Covenant Defeasance had not
      occurred; and

            (k) the Company delivers to the Trustee an Officers' Certificate and
      an Opinion of Counsel, each stating that all conditions precedent to the
      defeasance and discharge of the Notes have been complied with as required
      by this Indenture.

            Section 8.05. Deposited Money and Government Securities to be Held
in Trust; Other Miscellaneous Provisions.

            Subject to Section 8.06 hereof, all money and U.S. Government
Obligations (including the proceeds thereof) deposited with the Trustee (or
other qualifying trustee, collectively for purposes of this Section 8.05, the
"Trustee") pursuant to Section 8.04 hereof 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 (including the Company acting as Paying Agent) as the
Trustee may determine, to the Holders of all sums due and to become due thereon
in respect of principal, premium, if any, and interest and Additional Interest,
if any, but such money need not be segregated from other funds except to the
extent required by law.

            The Company shall pay and indemnify the Trustee against any tax, fee
or other charge imposed on or assessed against the cash or U.S. Government
Obligations deposited pursuant to Section 8.04 hereof or the principal and
interest received in respect thereof other than any such tax, fee or other
charge which by law is for the account of the Holders of the outstanding Notes.

            Anything in this Article 8 to the contrary notwithstanding, the
Trustee shall deliver or pay to the Company from time to time upon the request
of the Company any money or U.S. Government Obligations held by it as provided
in Section 8.04 hereof which, in the opinion of a nationally recognized firm of
independent certified public accountants expressed in a written certification
thereof delivered to the Trustee (which may be the certification delivered under
Section 8.04(b) hereof), are in excess of the amount thereof that would then be
required to be deposited to effect an equivalent Legal Defeasance or Covenant
Defeasance.

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<PAGE>

            Section 8.06. Repayment to Company.

            Any money deposited with the Trustee or any Paying Agent, or then
held by the Company, in trust for the payment of the principal of, premium, if
any, or interest or Additional Interest, if any, on any Note and remaining
unclaimed for two years after such principal, and premium, if any, or interest
or Additional Interest, if any, has become due and payable shall be paid to the
Company on its request or (if then held by the Company) shall be discharged from
such trust; and the Holder shall thereafter, as an unsecured creditor, look only
to the Company for payment thereof, and all liability of the Trustee or such
Paying Agent with respect to such trust money, and all liability of the Company
as trustee thereof, shall thereupon cease; provided, however, that the Trustee
or such Paying Agent, before being required to make any such repayment, may at
the expense of the Company cause to be published once, in The New York Times and
The Wall Street Journal (national edition), notice that such money remains
unclaimed and that, after a date specified therein, which shall not be less than
30 days from the date of such notification or publication, any unclaimed balance
of such money then remaining shall be repaid to the Company.

            Section 8.07. Reinstatement.

            If the Trustee or Paying Agent is unable to apply any United States
dollars or U.S. Government Obligations in accordance with Section 8.02 or 8.03
hereof, as the case may be, by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, then the Company's obligations under this Indenture and the Notes
shall be revived and reinstated as though no deposit had occurred pursuant to
Section 8.02 or 8.03 hereof until such time as the Trustee or Paying Agent is
permitted to apply all such money in accordance with Section 8.02 or 8.03
hereof, as the case may be; provided, however, that, if the Company makes any
payment of principal of, premium, if any, or interest or Additional Interest, if
any, on any Note following the reinstatement of its obligations, the Company
shall be subrogated to the rights of the Holders to receive such payment from
the money held by the Trustee or Paying Agent.

                                   ARTICLE 9.

                        AMENDMENT, SUPPLEMENT AND WAIVER

            Section 9.01. Without Consent of Holders of Notes.

            Notwithstanding Section 9.02 of this Indenture, the Company and the
Trustee may amend or supplement this Indenture or the Notes without the consent
of any Holder to:

            (a) cure any ambiguity, omission, defect or inconsistency in any
      manner that is not adverse in any material respect to any Holders,

            (b) provide for the assumption by a successor corporation of the
      obligations of the Company in accordance with this Indenture,

            (c) provide for uncertificated Notes in addition to or in place of
      certificated Notes (provided that the uncertificated Notes are issued in
      registered form for purposes of Section 163(f) of the Code, or in a manner
      such that the uncertificated Notes are described in Section 163(f)(2)(B)
      of the Code),

            (d) add Guarantees with respect to the Notes or to release
      Guarantors of the Notes from Guarantees with respect to the Notes as
      permitted by the terms of this Indenture,

                                       69
<PAGE>

            (e) secure the Notes, to add to the covenants of the Company for the
      benefit of the Holders or to surrender any right or power conferred upon
      the Company,

            (f) make any change that does not adversely affect the rights of any
      Holders,

            (g) make any change to comply with any requirement of the Commission
      in connection with the qualification of this Indenture under the TIA; or

            (h) provide for the issuance of Additional Notes in accordance with
      this Indenture.

            Upon the request of the Company accompanied by a Board Resolution
authorizing the execution of any such amended or supplemental Indenture, and
upon receipt by the Trustee of the documents described in Section 7.02 hereof,
the Trustee shall join with the Company in the execution of any amended or
supplemental Indenture authorized or permitted by the terms of this Indenture
and to make any further appropriate agreements and stipulations that may be
therein contained, but the Trustee shall not be obligated to enter into such
amended or supplemental Indenture that affects its own rights, duties or
immunities under this Indenture or otherwise.

            Section 9.02. With Consent of Holders of Notes.

            Except as provided below in this Section 9.02, the Company and the
Trustee may amend or supplement this Indenture and the Notes with the consent of
the Holders of at least a majority in principal amount of the Notes, including
Additional Notes, if any, 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), and, subject to Sections 6.04 and 6.07 hereof, any
existing Default or Event of Default (other than a Default or Event of Default
in the payment of the principal of, premium, if any, or interest or Additional
Interest, if any, on the Notes, except a payment default resulting from an
acceleration that has been rescinded) or compliance with any provision of this
Indenture or the Notes may be waived with the consent of the Holders of a
majority in principal amount of the then outstanding Notes, including Additional
Notes, if any, voting as a single class (including consents obtained in
connection with a tender offer or exchange offer for, or purchase of, the
Notes).

            Upon the request of the Company accompanied by a Board Resolution
authorizing the execution of any such amended or supplemental Indenture, and
upon the filing with the Trustee of evidence satisfactory to the Trustee of the
consent of the Holders as aforesaid, and upon receipt by the Trustee of the
documents described in Section 7.02 hereof, the Trustee shall join with the
Company in the execution of such amended or supplemental Indenture unless such
amended or supplemental Indenture directly affects the Trustee's own rights,
duties or immunities under this Indenture or otherwise, in which case the
Trustee may in its discretion, but shall not be obligated to, enter into such
amended or supplemental Indenture.

            The Company may, but shall not be obligated to, fix a record date
for the purpose of determining the Persons entitled to consent to any indenture
supplemental hereto. If a record date is fixed, the Holders on such record date,
or their duly designated proxies, and only such Persons, shall be entitled to
consent to such supplemental indenture, whether or not such Holders remain
Holders after such record date; provided, that unless such consent shall have
become effective by virtue of the requisite percentage having been obtained
prior to the date which is 90 days after such record date, any such consent
previously given shall automatically and without further action by any Holder be
cancelled and of no further effect.

                                       70
<PAGE>

            It shall not be necessary for the consent of the Holders under this
Section 9.02 to approve the particular form of any proposed amendment or waiver,
but it shall be sufficient if such consent approves the substance thereof.

            After an amendment, supplement or waiver under this Section becomes
effective, the Company shall mail to the Holders to such Holder's address
appearing in the Security Register a notice briefly describing the amendment,
supplement or waiver. Any failure of the Company to mail such notice, or any
defect therein, shall not, however, in any way impair or affect the validity of
any such amended or supplemental Indenture or waiver. Subject to Sections 6.04
and 6.07 hereof, the Holders of a majority in aggregate principal amount of the
Notes, including Additional Notes, if any, then outstanding voting as a single
class may waive compliance in a particular instance by the Company with any
provision of this Indenture or the Notes. Without the consent of each Holder, an
amendment or waiver under this Section 9.02 may not:

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

            (b) reduce the rate of or extend the time for payment of interest or
      Additional Interest on any Note,

            (c) reduce the principal of or extend the Stated Maturity of any
      Note,

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

            (e) impair the right of any Holder to receive payment of principal
      of and interest or Additional 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,

            (f) subordinate the Notes to any other obligation of the Company,

            (g) release any security interest that may have been granted in
      favor of the Holders other than pursuant to the terms of such security
      interest, or

            (h) make any change in the preceding amendment and waived
      provisions.

            Section 9.03. Compliance with Trust Indenture Act.

            Every amendment or supplement to this Indenture or the Notes shall
be set forth in a amended or supplemental Indenture that complies with the TIA
as then in effect.

            Section 9.04. Revocation and Effect of Consents.

            Until an amendment, supplement or waiver becomes effective, a
consent to it by a Holder is a continuing consent by the Holder and every
subsequent Holder that evidences the same debt as the consenting Holder's Note,
even if notation of the consent is not made on any Note. However, any such
Holder or subsequent Holder may revoke the consent as to its Note if the Trustee
receives written notice of revocation before the date the waiver, supplement or
amendment becomes effective. An amendment, supplement or waiver becomes
effective in accordance with its terms and thereafter binds every Holder.

                                       71
<PAGE>

            Section 9.05. Notation on or Exchange of Notes.

            The Trustee may place an appropriate notation about an amendment,
supplement or waiver on any Note thereafter authenticated. The Company in
exchange for all Notes may issue and the Trustee shall, upon receipt of an
Authentication Order, authenticate new Notes that reflect the amendment,
supplement or waiver.

            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 9.06. Trustee to Sign Amendments, etc.

            The Trustee shall sign any amended or supplemental Indenture
authorized pursuant to this Article 9 if the amendment or supplement does not
adversely affect the rights, duties, liabilities or immunities of the Trustee.
The Company may not sign an amendment or supplemental Indenture until the Board
of Directors approves it. In executing any amended or supplemental indenture,
the Trustee shall be entitled to receive and (subject to Section 7.01 hereof)
shall be fully protected in relying upon an Officer's Certificate and an Opinion
of Counsel stating that the execution of such amended or supplemental indenture
is authorized or permitted by this Indenture.

                                   ARTICLE 10.

                           SATISFACTION AND DISCHARGE

            Section 10.01. Satisfaction and Discharge.

            This Indenture will be discharged and will cease to be of further
effect as to all Notes issued hereunder, when:

            (a) either:

                  (1) 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 theretofore been deposited in trust and
            thereafter repaid to the Company, have been delivered to the Trustee
            for cancellation; or

                  (2) 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 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 Securities, or a combination of cash in U.S. dollars and
            non-callable Government Securities, in amounts as will be sufficient
            without consideration of any reinvestment of interest, to pay and
            discharge the entire Debt on the Notes not delivered to the Trustee
            for cancellation for principal, premium and Additional Interest, if
            any, and accrued interest to the date of maturity;

            (b) no Default or Event of Default shall have occurred and be
      continuing on the date of such deposit or shall occur as a result of such
      deposit and such deposit will not result in a breach or violation of, or
      constitute a default under, any other instrument to which the Company is a
      party or by which the Company is bound;

                                       72
<PAGE>

            (c) the Company has paid or caused to be paid all sums payable by it
      under this Indenture; and

            (d) 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.

            The Company shall deliver an Officers' Certificate and an Opinion of
Counsel to the Trustee stating that all conditions precedent to satisfaction and
discharge have been satisfied.

            Section 10.02. Deposited Money and Government Securities to be Held
in Trust; Other Miscellaneous Provisions.

            Subject to Section 10.03 hereof, all money and U.S. Government
Obligations (including the proceeds thereof) deposited with the Trustee (or
other qualifying trustee, collectively for purposes of this Section 10.02, the
"Trustee") pursuant to Section 10.01 hereof 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 (including the Company acting as Paying Agent) as the
Trustee may determine, to the Holders of such Notes of all sums due and to
become due thereon in respect of principal, premium, if any, and interest and
Additional Interest, if any, but such money need not be segregated from other
funds except to the extent required by law.

            Section 10.03. Repayment to Company.

            Any money deposited with the Trustee or any Paying Agent, or then
held by the Company, in trust for the payment of the principal of, premium, if
any, or interest or Additional Interest, if any, on any Note and remaining
unclaimed for two years after such principal, and premium, if any, or interest
has become due and payable shall be paid to the Company on its request or (if
then held by the Company) shall be discharged from such trust; and the Holder
shall thereafter look only to the Company for payment thereof, and all liability
of the Trustee or such Paying Agent with respect to such trust money, and all
liability of the Company as trustee thereof, shall thereupon cease; provided,
however, that the Trustee or such Paying Agent, before being required to make
any such repayment, may at the expense of the Company cause to be published
once, in The New York Times and The Wall Street Journal (national edition),
notice that such money remains unclaimed and that, after a date specified
therein, which shall not be less than 30 days from the date of such notification
or publication, any unclaimed balance of such money then remaining will be
repaid to the Company.

                                   ARTICLE 11.

                                  MISCELLANEOUS

            Section 11.01. Trust Indenture Act Controls.

            If any provision of this Indenture limits, qualifies or conflicts
with the duties imposed by TIA Section 318(c), the imposed duties shall control.

            Section 11.02. Notices.

            Any notice or communication by the Company or the Trustee to the
others is duly given if in writing and delivered in Person or mailed by first
class mail (registered or certified, return receipt requested), telecopier or
overnight air courier guaranteeing next-day delivery, to the other's address:

                                       73
<PAGE>

            If to the Company:

            Coventry Health Care, Inc.
            6705 Rockledge Drive, Suite 900
            Bethesda, MD 20817
            Attention: Chief Financial Officer
            Telecopy No.: (301) 493-0731

            With a copy to:

            Bass, Berry & Sims PLC
            315 Deaderick Street
            AmSouth Center
            Suite 2700
            Nashville, TN 37238-3001
            Attention: Bob F. Thompson
            Telecopy No.: (615) 742-6293

            If to the Trustee:

            Wachovia Bank, National Association
            1021 East Cary Street
            Richmond, Virginia 23219
            Telecopier No.: (804) 697-7140
            Attention: Corporate Trust Administration - VA 9646

            The Company or the Trustee, by notice to the others, may designate
additional or different addresses for subsequent notices or communications.

            All notices and communications (other than those sent to Holders)
shall be deemed to have been duly given: at the time delivered by hand, if
personally delivered; five Business Days after being deposited in the mail,
postage prepaid, if mailed; when receipt acknowledged, if telecopied; and the
next Business Day after timely delivery to the courier, if sent by overnight air
courier guaranteeing next-day delivery.

            Any notice or communication to a Holder shall be mailed by first
class mail, certified or registered, return receipt requested, or by overnight
air courier guaranteeing next-day delivery to its address shown on the Security
Register. Any notice or communication shall also be so mailed to any Person
described in TIA Section 313(c), to the extent required by the TIA. 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 is mailed in the manner provided above
within the time prescribed, it is duly given, whether or not the addressee
receives it.

            If the Company mails a notice or communication to Holders, it shall
mail a copy to the Trustee and each Agent at the same time.

                                       74
<PAGE>

            Section 11.03. Communication by Holders with Other Holders .

            Holders may communicate pursuant to TIA Section 312(b) with other
Holders with respect to their rights under this Indenture or the Notes. The
Company, the Trustee, the Registrar and anyone else shall have the protection of
TIA Section 312(c).

            Section 11.04. Certificate and Opinion as to Conditions Precedent.

            Upon any request or application by the Company to the Trustee to
take any action under any provision of this Indenture, the Company shall furnish
to the Trustee:

            (a) an Officers' Certificate in form and substance reasonably
      satisfactory to the Trustee (which shall include the statements set forth
      in Section 11.05 hereof) stating that, in the opinion of the signers, all
      conditions precedent and covenants, if any, provided for in this Indenture
      relating to the proposed action have been complied with; and

            (b) an Opinion of Counsel in form and substance reasonably
      satisfactory to the Trustee (which shall include the statements set forth
      in Section 11.05 hereof) stating that, in the opinion of such counsel, all
      such conditions precedent and covenants have been complied with.

            Section 11.05. Statements Required in Certificate or Opinion.

            Each certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (other than a certificate
provided pursuant to TIA Section 314(a)(4)) shall comply with the provisions of
TIA Section 314(e) and shall include:

            (a) a statement that the Person making such certificate or opinion
      has read such covenant or condition;

            (b) 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;

            (c) a statement that, in the opinion of such Person, he or she has
      made such examination or investigation as is necessary to enable such
      Person to express an informed opinion as to whether or not such covenant
      or condition has been complied with; and

            (d) a statement as to whether or not, in the opinion of such Person,
      such condition or covenant has been complied with.

            Section 11.06. Rules by Trustee and Agents.

            The Trustee may make reasonable rules for action by or at a meeting
of Holders. The Registrar or Paying Agent may make reasonable rules and set
reasonable requirements for its functions.

            Section 11.07. No Personal Liability of Directors, Officers,
Employees and Stockholders.

            No past, present or future director, officer, employee, incorporator
or stockholder of the Company as such, shall have any liability for any
obligations of the Company under the Notes, this Indenture or for any claim
based on, in respect of, or by reason of, such obligations or their creation.
Each Holder by accepting a Note waives and releases all such liability. The
waiver and release are part of

                                       75
<PAGE>

the consideration for issuance of the Notes. Such waiver may not be effective to
waive liabilities under the federal securities laws and it is the view of the
Commission that such a waiver is against public policy.

            Section 11.08. Governing Law.

            THIS INDENTURE AND THE RIGHTS AND DUTIES OF THE PARTIES HEREUNDER
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF
NEW YORK.

            Section 11.09. No Adverse Interpretation of Other Agreements.

            This Indenture may not be used to interpret any other indenture,
loan or debt agreement of the Company or its Subsidiaries or of any other
Person. Any such indenture, loan or debt agreement may not be used to interpret
this Indenture.

            Section 11.10. Successors.

            All covenants and agreements of the Company in this Indenture and
the Notes shall bind its successors. All covenants and agreements of the Trustee
in this Indenture shall bind its successors.

            Section 11.11. Severability.

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

            Section 11.12. Counterpart Originals.

            The parties may sign any number of copies of this Indenture. Each
signed copy shall be an original, but all of them together represent the same
agreement.

            Section 11.13. Table of Contents, Headings, etc.

            The Table of Contents, Cross-Reference Table and Headings in this
Indenture have been inserted for convenience of reference only, are not to be
considered a part of this Indenture and shall in no way modify or restrict any
of the terms or provisions hereof.

                         [Signatures on following page]

                                       76
<PAGE>

                                           SIGNATURES

Dated as of January 28, 2005

                                           Coventry Health Care, Inc.

                                           By: /s/ Shawn M. Guertin
                                               --------------------------------
                                               Name: Shawn M. Guertin
                                               Title: Chief Financial Officer

                                           Wachovia Bank, National Association,
                                           as Trustee

                                           By: /s/ Monique Green
                                               --------------------------------
                                               Name: Monique Green
                                               Title: Vice President

                                       77
<PAGE>

                                    EXHIBIT A
                                 (Face of Note)

                          5-7/8% SENIOR NOTES DUE 2012

                                                        CUSIP _____________

NO._______                                                        $_____________

                           COVENTRY HEALTH CARE, INC.

promises to pay to _______ or registered assigns, the principal sum of
_________________ Dollars ($______________) on January 15, 2012.

Interest Payment Dates: January 15 and July 15, commencing July 15, 2005

Record Dates: ________ and ________.

                                           COVENTRY HEALTH CARE, INC.

                                           By: _______________________________
                                               Name:
                                               Title:

                                           By: _______________________________
                                               Name:
                                               Title:

This is one of the Global
Notes referred to in the
within-mentioned Indenture:

Wachovia Bank, National Association,
as Trustee

By: _______________________________

    Authorized Signatory

Dated

                                       A-1
<PAGE>

                                 (Back of Note)

                          5-7/8% Senior Notes due 2012

      THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
      GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE
      BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY
      CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON
      AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (II) THIS
      GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION
      2.06(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE
      TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND
      (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH
      THE PRIOR WRITTEN CONSENT OF THE COMPANY.

      UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN
      DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
      DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE
      DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY
      THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE
      OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN
      AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER
      STREET, NEW YORK, NEW YORK) ("DTC"), TO THE COMPANY OR ITS AGENT FOR
      REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED
      IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE
      REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
      TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE 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.

                            Private Placement Legend

      THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY
BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS
EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION.

      THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL
OR OTHERWISE TRANSFER SUCH SECURITY, BEFORE THE DATE (THE "RESALE RESTRICTION
TERMINATION DATE") WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE
HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY
WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A)
TO THE COMPANY, (B) UNDER A REGISTRATION STATEMENT THAT HAS BEEN DECLARED
EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE
ELIGIBLE FOR RESALE UNDER RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A
PERSON IT

                                      A-2
<PAGE>

REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A
THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNTS OF A QUALIFIED
INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A, (D) UNDER OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED
STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E) TO AN
"ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7)
UNDER THE SECURITIES ACT THAT IS AN INSTITUTIONAL ACCREDITED INVESTOR ACQUIRING
THE SECURITY FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL
ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF THE
SECURITIES OF $250,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR
OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES
ACT OR (F) UNDER ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S AND THE TRUSTEE'S
RIGHT BEFORE ANY SUCH OFFER, SALE OR TRANSFER UNDER CLAUSES (D), (E), OR (F) TO
REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER
INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE
REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.

            Capitalized terms used herein shall have the meanings assigned to
them in the Indenture referred to below unless otherwise indicated.

1. Interest. Coventry Health Care, Inc., a Delaware corporation (the "Issuer"),
promises to pay interest on the principal amount of this Note at 5-7/8% per
annum until maturity and shall pay Additional Interest, if any, as provided in
Section 5 of the Registration Rights Agreement. The Issuer shall pay interest
semi-annually on January 15 and July 15 of each year, or if any such day is not
a Business Day, on the next succeeding Business Day (each an "Interest Payment
Date"). Interest on the Notes shall accrue from the most recent date to which
interest has been paid or, if no interest has been paid, from the date of
issuance; provided, however, that if there is no existing Default in the payment
of interest, and if this Note is authenticated between a record date referred to
on the face hereof and the next succeeding Interest Payment Date, interest shall
accrue from such next succeeding Interest Payment Date; provided further, that
the first Interest Payment Date shall be July 15, 2005. The Issuer shall pay
interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue principal and premium, if any, from time to time on
demand at a rate that is 1% per annum in excess of the rate then in effect; it
shall pay interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue installments of interest (without regard to any
applicable grace periods) from time to time on demand at the same rate to the
extent lawful. Interest shall be computed on the basis of a 360-day year of
twelve 30-day months.

2. Method of Payment. The Issuer shall pay interest on the Notes (except
defaulted interest) to the Holders at the close of business on the January 1 and
July 1 next preceding the Interest Payment Date, even if such Notes are
cancelled after such record date and on or before such Interest Payment Date,
except as provided in Section 2.12 of the Indenture with respect to defaulted
interest. The Notes shall be payable as to principal, premium, if any, and
interest and Additional Interest, if any, at the office or agency of the Issuer
maintained for such purpose within or without the City and State of New York,
or, at the option of the Issuer, payment of interest may be made by check mailed
to the Holders at their addresses set forth in the Security Register; provided,
however, that payment by wire transfer of immediately available funds shall be
required with respect to principal of and interest and Additional Interest, if
any, and premium, if any, on, all Global Notes and all other Notes the Holders
of which shall have provided wire transfer instructions to the Issuer or the
Paying Agent. Such payment shall be in such

                                      A-3
<PAGE>

coin or currency of the United States of America as at the time of payment is
legal tender for payment of public and private debts.

3. Paying Agent and Registrar. Initially, Wachovia Bank, National Association,
the Trustee under the Indenture, shall act as Paying Agent and Registrar. The
Issuer may change any Paying Agent or Registrar without notice to any Holder.
The Issuer or any of its Subsidiaries may act in any such capacity.

4. Indenture. The Issuer issued the Notes under an Indenture dated as of January
28, 2005 ("Indenture") between the Issuer and the Trustee. The terms of the
Notes include those stated in the Indenture and those made part of the Indenture
by reference to the Trust Indenture Act of 1939, as amended (15 U.S. Code
Sections 77aaa-77bbbb). The Notes are subject to all such terms, and Holders are
referred to the Indenture and such Act for a statement of such terms. To the
extent any provision of this Note conflicts with the express provisions of the
Indenture, the provisions of the Indenture shall govern and be controlling. The
Indenture provides that an unlimited aggregate principal amount of Additional
Notes may be issued thereunder.

5. Mandatory Redemption. The Issuer shall not be required to make mandatory
redemption or sinking fund payments with respect to the Notes.

6. Denominations, Transfer, Exchange. The Notes are in registered form without
coupons in denominations of $2,000 and integral multiples of $1,000. The
transfer of Notes may be registered and Notes may be exchanged as provided in
the Indenture. The Registrar and the Trustee may require a Holder, among other
things, to furnish appropriate endorsements and transfer documents and the
Issuer may require a Holder to pay any taxes and fees required by law or
permitted by the Indenture. The Issuer need not exchange or register the
transfer of any Note or portion of a Note selected for redemption, except for
the unredeemed portion of any Note being redeemed in part. Also, the Issuer need
not exchange or register the transfer of any Notes for a period of 15 days
before a selection of Notes to be redeemed or during the period between a record
date and the corresponding Interest Payment Date.

7. Persons Deemed Owners. The registered holder of a Note may be treated as its
owner for all purposes.

8. Amendment, Supplement and Waiver. Subject to certain exceptions, the
Indenture or the Notes may be amended or supplemented with the consent of the
Holders of at least a majority in principal amount of the then outstanding Notes
voting as a single class, and any existing default or compliance with any
provision of the Indenture or the Notes may be waived with the consent of the
Holders of a majority in principal amount of the then outstanding Notes voting
as a single class. Without the consent of any Holder, the Indenture or the Notes
may be amended or supplemented to cure any ambiguity, omission, defect or
inconsistency in any manner that is not adverse in any material respect to any
Holder, provide for the assumption by a successor corporation of the obligations
of the Issuer in accordance with the Indenture, provide for uncertificated Notes
in addition to or in place of certificated Notes (provided that the
uncertificated Notes are issued in registered form for purposes of Section
163(f) of the Code, or in a manner such that the uncertificated Notes are
described in Section 163(f)(2)(B) of the Code), add Guarantees with respect to
the Notes or to release Guarantors of the Notes from Guarantees with respect to
the Notes as permitted by the terms of the Indenture, secure the Notes, to add
to the covenants of the Issuer for the benefit of the Holders or to surrender
any right or power conferred upon the Issuer, make any change that does not
adversely affect the rights of any Holder, make any change to comply with any
requirement of the Commission in connection with the qualification of the
Indenture under the TIA or provide for the issuance of Additional Notes in
accordance with the Indenture.

                                      A-4
<PAGE>

9. Defaults and Remedies. An Event of Default will occur under the Indenture if:
(1) the Issuer fails to make the payment of any interest or Additional Interest
on the Notes when the same becomes due and payable, and such failure continues
for a period of 30 days; (2) the Issuer fails to make the payment of any
principal of, or premium, if any, on, any of the Notes when the same becomes due
and payable at its Stated Maturity, upon acceleration, required repurchase or
otherwise; (3) the Issuer fails to comply with Article 5; (4) the Issuer fails
to comply with any other covenant or agreement in the Notes or in the Indenture
(other than a failure that is the subject of the foregoing clause (1), (2) or
(3)) and such failure continues for 30 days after written notice is given to the
Issuer as provided in the Indenture; (5) upon a default under any Debt by the
Issuer or any Restricted Subsidiary that results in acceleration of the maturity
of such Debt, or the Issuer or any of its Restricted Subsidiaries fails to pay
any such Debt at maturity, in an aggregate amount greater than $20.0 million or
its foreign currency equivalent at the time; (6) any final judgment or judgments
for the payment of money in an aggregate amount in excess of $20.0 million (or
its foreign currency equivalent at the time) shall be rendered against the
Issuer or any Restricted Subsidiary and such judgment or judgments shall not be
waived, satisfied or discharged for any period of 30 consecutive days during
which a stay of enforcement shall not be in effect; or (7) certain events of
bankruptcy or insolvency with respect to the Issuer or the Significant
Subsidiaries occurs. If any Event of Default occurs and is continuing, the
Trustee or the Holders of at least 25% in principal amount of the then
outstanding Notes may declare all the Notes to be due and payable.
Notwithstanding the foregoing, in the case of an Event of Default arising from
certain events of bankruptcy or insolvency, all outstanding Notes shall become
due and payable without further action or notice. Holders may not enforce the
Indenture or the Notes except as provided in the Indenture. Subject to certain
limitations, Holders of a majority in aggregate 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 or Event
of Default (except a Default or Event of Default relating to the payment of
principal or interest or Additional Interest) if it determines that withholding
notice is in their interest. The Holders of a majority in aggregate principal
amount of the Notes then outstanding by notice to the Trustee may on behalf of
the Holders of all of the Notes waive any existing Default or Event of Default
and its consequences under the Indenture except a continuing Default or Event of
Default in the payment of interest or Additional Interest on, or the principal
of, the Notes. The Issuer is required to deliver to the Trustee annually a
statement regarding compliance with the Indenture, and the Issuer is required
upon becoming aware of any Default or Event of Default, to deliver to the
Trustee a statement specifying such Default or Event of Default.

10. Trustee Dealings with Issuer. The Trustee, in its individual or any other
capacity, may make loans to, accept deposits from, and perform services for the
Issuer or its Affiliates, and may otherwise deal with the Issuer or its
Affiliates, as if it were not the Trustee.

11. No Recourse Against Others. No director, officer, employee, incorporator or
stockholder, of the Issuer, as such, shall have any liability for any
obligations of the Issuer under the Notes or the Indenture or for any claim
based on, in respect of, or by reason of, such obligations or their creation.
Each Holder by accepting a Note waives and releases all such liability. The
waiver and release are part of the consideration for the issuance of the Notes;
such waiver may not be effective to waive liabilities under the federal
securities laws and it is the view of the Commission that such a waiver is
against public policy.

12. Authentication. This Note shall not be valid until authenticated by the
manual signature of the Trustee or an authenticating agent.

13. Abbreviations. Customary abbreviations may be used in the name of a Holder
or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by
the 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).

                                      A-5
<PAGE>

14. CUSIP Numbers. Pursuant to a recommendation promulgated by the Committee on
Uniform Security Identification Procedures, the Issuer has caused CUSIP numbers
to be printed on the Notes and the Trustee may use CUSIP numbers in notices of
redemption as a convenience to Holders. No representation is made as to the
accuracy of such numbers either as printed on the Notes or as contained in any
notice of redemption and reliance may be placed only on the other identification
numbers placed thereon.

            The Issuer shall furnish to any Holder upon written request and
without charge a copy of the Indenture. Requests may be made to:

            Coventry Health Care, Inc.
            6705 Rockledge Drive, Suite 900
            Bethesda, MD 20817
            Attention: Chief Financial Officer

                                      A-6
<PAGE>

                                 ASSIGNMENT FORM

To assign this Note, fill in the form below: (I) or (we) assign and transfer
this Note to

________________________________________________________________________________
                  (Insert assignee's soc. sec. or tax I.D. no.)

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

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

________________________________________________________________________________

Date: ______________

                                         Your Signature:______________________
                                         (Sign exactly as your name appears on
                                         the face of this Note)

                                         Signature Guarantee:___________________

                                      A-7
<PAGE>

              SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE

            The following exchanges of an interest in this Global Note for an
interest in another Global Note or for a Definitive Note, or exchanges of an
interest in another Global Note or a Definitive Note for an interest in this
Global Note, have been made:

<TABLE>
<CAPTION>
                                                                      Principal Amount         Signature of
                     Amount of decrease in  Amount of increase in    of this Global Note   authorized officer of
                       Principal Amount        Principal Amount    following such decrease    Trustee or Note
Date of Exchange      of this Global Note    of this Global Note        (or increase)            Custodian
----------------      -------------------    -------------------        -------------            ---------
<S>                  <C>                    <C>                    <C>                     <C>
</TABLE>

                                      A-8
<PAGE>

                                    EXHIBIT B

                         FORM OF CERTIFICATE OF TRANSFER

Coventry Health Care, Inc.
6705 Rockledge Drive, Suite 900
Bethesda, MD 20817
Attention: Chief Financial Officer

Wachovia Bank, National Association, as Trustee
1021 East Cary Street
Richmond, Virginia 23219
Telecopier No.: (804) 697-7140
Attention: Corporate Trust Administration - VA 9646

      Re:   5-7/8% Senior Notes due 2012

            Reference is hereby made to the Indenture, dated as of January 28,
2005 (the "Indenture"), among Coventry Health Care, Inc., as issuer (the
"Issuer"), and Wachovia Bank, National Association, as Trustee. Capitalized
terms used but not defined herein shall have the meanings given to them in the
Indenture.

            ___________________, (the "Transferor") owns and proposes to
transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in
the principal amount of $___________ in such Note[s] or interests (the
"Transfer"), to ___________________________ (the "Transferee"), as further
specified in Annex A hereto. In connection with the Transfer, the Transferor
hereby certifies that:

                             [CHECK ALL THAT APPLY]

            1. [ ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL
INTEREST IN THE 144A GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO RULE 144A. The
Transfer is being effected pursuant to and in accordance with Rule 144A under
the United States Securities Act of 1933, as amended (the "Securities Act"),
and, accordingly, the Transferor hereby further certifies that the beneficial
interest or Definitive Note is being transferred to a Person that the Transferor
reasonably believed and believes is purchasing the beneficial interest or
Definitive Note for its own account, or for one or more accounts with respect to
which such Person exercises sole investment discretion, and such Person and each
such account is a "qualified institutional buyer" within the meaning of Rule
144A in a transaction meeting the requirements of Rule 144A and such Transfer is
in compliance with any applicable blue sky securities laws of any state of the
United States. Upon consummation of the proposed Transfer in accordance with the
terms of the Indenture, the transferred beneficial interest or Definitive Note
will be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the 144A Global Note and/or the Definitive Note and
in the Indenture and the Securities Act.

            2. [ ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL
INTEREST IN THE REGULATION S GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO
REGULATION S. The Transfer is being effected pursuant to and in accordance with
Rule 903 or Rule 904 under the Securities Act and, accordingly, the Transferor
hereby further certifies that (i) the Transfer is not being made to a Person in
the United States and (x) at the time the buy order was originated, the
Transferee was outside the United States or such Transferor and any Person
acting on its behalf reasonably believed and believes that the Transferee was
outside the United States or (y) the transaction was executed in, on or through
the facilities of a designated offshore securities market and neither such
Transferor nor any Person acting on

                                      B-1
<PAGE>

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 Distribution Compliance
Period, 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 Definitive Note will be subject to the
restrictions on Transfer enumerated in the Private Placement Legend printed on
the Regulation S Global Note and/or the Definitive Note and in the Indenture and
the Securities Act.

            3. [ ] CHECK AND COMPLETE IF TRANSFEREE WILL TAKE DELIVERY OF A
BENEFICIAL INTEREST IN THE IAI GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO ANY
PROVISION OF THE SECURITIES ACT OTHER THAN RULE 144A OR REGULATION S. The
Transfer is being effected in compliance with the transfer restrictions
applicable to beneficial interests in Restricted Global Notes and Restricted
Definitive Notes and pursuant to and in accordance with the Securities Act and
any applicable blue sky securities laws of any state of the United States, and
accordingly the Transferor hereby further certifies that (check one):

                  (a) [ ] such Transfer is being effected pursuant to and in
      accordance with Rule 144 under the Securities Act;

                                           or

                  (b) [ ] such Transfer is being effected to the Issuer or a
      Subsidiary thereof;

                                           or

                  (c) [ ] such Transfer is being effected pursuant to an
      effective registration statement under the Securities Act and in
      compliance with the prospectus delivery requirements of the Securities
      Act;

                                           or

                  (d) [ ] such Transfer is being effected to an Institutional
      Accredited Investor and pursuant to an exemption from the registration
      requirements of the Securities Act other than Rule 144A, Rule 144 or Rule
      904, and the Transferor hereby further certifies that it has not engaged
      in any general solicitation within the meaning of Regulation D under the
      Securities Act and the Transfer complies with the transfer restrictions
      applicable to beneficial interests in a Restricted Global Note or
      Restricted Definitive Notes and the requirements of the exemption claimed,
      which certification is supported by (1) a certificate executed by the
      Transferee in the form of Exhibit D to the Indenture and (2) if such
      Transfer is in respect of a principal amount of Notes at the time of
      transfer of less than $250,000, an Opinion of Counsel provided by the
      Transferor or the Transferee (a copy of which the Transferor has attached
      to this certification), to the effect that such Transfer is in compliance
      with the Securities Act. Upon consummation of the proposed transfer in
      accordance with the terms of the Indenture, the transferred beneficial
      interest or Definitive Note will be subject to the restrictions on
      transfer enumerated in the Private Placement Legend printed on the IAI
      Global Note and/or the Definitive Notes and in the Indenture and the
      Securities Act.

                                      B-2
<PAGE>

            4. [ ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL
INTEREST IN AN UNRESTRICTED GLOBAL NOTE OR OF AN UNRESTRICTED DEFINITIVE NOTE.

            (a) [ ] CHECK IF TRANSFER IS PURSUANT TO RULE 144. (i) The Transfer
is being effected pursuant to and in accordance with Rule 144 under the
Securities Act and in compliance with the transfer restrictions contained in the
Indenture and any applicable blue sky securities laws of any state of the United
States and (ii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with
the Securities Act. Upon consummation of the proposed Transfer in accordance
with the terms of the Indenture, the transferred beneficial interest or
Definitive Note will no longer be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the Restricted Global
Notes, on Restricted Definitive Notes and in the Indenture.

            (b) [ ] CHECK IF TRANSFER IS PURSUANT TO REGULATION S. (i) The
Transfer is being effected pursuant to and in accordance with Rule 903 or Rule
904 under the Securities Act and in compliance with the transfer restrictions
contained in the Indenture and any applicable blue sky securities laws of any
state of the United States and (ii) the restrictions on transfer contained in
the Indenture and the Private Placement Legend are not required in order to
maintain compliance with the Securities Act. Upon consummation of the proposed
Transfer in accordance with the terms of the Indenture, the transferred
beneficial interest or Definitive Note will no longer be subject to the
restrictions on transfer enumerated in the Private Placement Legend printed on
the Restricted Global Notes, on Restricted Definitive Notes and in the
Indenture.

            (c) [ ] CHECK IF TRANSFER IS PURSUANT TO OTHER EXEMPTION. (i) The
Transfer is being effected pursuant to and in compliance with an exemption from
the registration requirements of the Securities Act other than Rule 144, Rule
903 or Rule 904 and in compliance with the transfer restrictions contained in
the Indenture and any applicable blue sky securities laws of any State of the
United States and (ii) the restrictions on transfer contained in the Indenture
and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act. Upon consummation of the proposed Transfer
in accordance with the terms of the Indenture, the transferred beneficial
interest or Definitive Note will not be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the Restricted Global
Notes or Restricted Definitive Notes and in the Indenture.

            This certificate and the statements contained herein are made for
your benefit and the benefit of the Issuer.

                                           _________________________________
                                               [Insert Name of Transferor]

                                           By:______________________________
                                              Name:
                                              Title:

                                           Dated:______________________

                                      B-3
<PAGE>

                       ANNEX A TO CERTIFICATE OF TRANSFER

            1.    The Transferor owns and proposes to transfer the following:

                            [CHECK ONE OF (A) OR (B)]

                  (a)   [ ] a beneficial interest in the:

                  (i)   [ ] 144A Global Note (CUSIP _________), or

                  (ii)  [ ] Regulation S Global Note (CUSIP _________), or

                  (iii) [ ] IAI Global Note (CUSIP _________); or

                  (b)   [ ] a Restricted Definitive Note.

                  2.    [ ] After the Transfer the Transferee will hold:

                                   [CHECK ONE]

                  (a)   [ ] a beneficial interest in the:

                  (i)   [ ] 144A Global Note (CUSIP _________), or

                  (ii)  [ ] Regulation S Global Note (CUSIP _________), or

                  (iii) [ ] IAI Global Note (CUSIP _________); or

                  (iv)  [ ] Unrestricted Global Note (CUSIP _________); or

                  (b)   [ ] a Restricted Definitive Note; or

                  (c)   [ ] an Unrestricted Definitive Note,

                  in accordance with the terms of the Indenture.

                                      B-4
<PAGE>

                                    EXHIBIT C

                         FORM OF CERTIFICATE OF EXCHANGE

Coventry Health Care, Inc.
6705 Rockledge Drive, Suite 900
Bethesda, MD 20817
Attention: John Stelben

Wachovia Bank, National Association, as Trustee
1021 East Cary Street
Richmond, Virginia 23219
Telecopier No.: (804) 697-7140
Attention: Corporate Trust Administration - VA 9646

      Re:   5-7/8% Senior Notes due 2012

                              (CUSIP ____________)

Reference is hereby made to the Indenture, dated as of January 28, 2005 (the
"Indenture"), among Coventry Health Care, Inc., as issuer (the "Issuer"), and
Wachovia Bank, National Association, as Trustee. Capitalized terms used but not
defined herein shall have the meanings given to them in the Indenture.

            __________________________, (the "Owner") owns and proposes to
exchange the Note[s] or interest in such Note[s] specified herein, in the
principal amount of $____________ in such Note[s] or interests (the "Exchange").
In connection with the Exchange, the Owner hereby certifies that:

            1. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS
IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL
INTERESTS IN AN UNRESTRICTED GLOBAL NOTE

            (a) [ ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A
RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In
connection with the Exchange of the Owner's beneficial interest in a Restricted
Global Note for a beneficial interest in an Unrestricted Global Note in an equal
principal amount, the Owner hereby certifies (i) the beneficial interest is
being acquired for the Owner's own account without transfer, (ii) such Exchange
has been effected in compliance with the transfer restrictions applicable to the
Global Notes and pursuant to and in accordance with the United States Securities
Act of 1933, as amended (the "Securities Act"), (iii) the restrictions on
transfer contained in the Indenture and the Private Placement Legend are not
required in order to maintain compliance with the Securities Act and (iv) the
beneficial interest in an Unrestricted Global Note is being acquired in
compliance with any applicable blue sky securities laws of any state of the
United States.

            (b) [ ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A
RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the
Exchange of the Owner's beneficial interest in a Restricted Global Note for an
Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note
is being acquired for the Owner's own account without transfer, (ii) such
Exchange has been effected in compliance with the transfer restrictions
applicable to the Restricted Global Notes and pursuant to and in accordance with
the Securities Act, (iii) the restrictions on transfer contained in the
Indenture and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act and (iv) the Definitive Note is being
acquired in compliance with any applicable blue sky securities laws of any state
of the United States.

                                      C-1
<PAGE>

            (c) [ ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO
BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the
Owner's Exchange of a Restricted Definitive Note for a beneficial interest in an
Unrestricted Global Note, the Owner hereby certifies (i) the beneficial interest
is being acquired for the Owner's own account without transfer, (ii) such
Exchange has been effected in compliance with the transfer restrictions
applicable to Restricted Definitive Notes and pursuant to and in accordance with
the Securities Act, (iii) the restrictions on transfer contained in the
Indenture and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act and (iv) the beneficial interest is being
acquired in compliance with any applicable blue sky securities laws of any state
of the United States.

            (d) [ ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO
UNRESTRICTED DEFINITIVE NOTE. In connection with the Owner's Exchange of a
Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby
certifies (i) the Unrestricted Definitive Note is being acquired for the Owner's
own account without transfer, (ii) such Exchange has been effected in compliance
with the transfer restrictions applicable to Restricted Definitive Notes and
pursuant to and in accordance with the Securities Act, (iii) the restrictions on
transfer contained in the Indenture and the Private Placement Legend are not
required in order to maintain compliance with the Securities Act and (iv) the
Unrestricted Definitive Note is being acquired in compliance with any applicable
blue sky securities laws of any state of the United States.

            2. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS
IN RESTRICTED GLOBAL NOTES FOR RESTRICTED DEFINITIVE NOTES OR BENEFICIAL
INTERESTS IN RESTRICTED GLOBAL NOTES

            (a) [ ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A
RESTRICTED GLOBAL NOTE TO RESTRICTED DEFINITIVE NOTE. In connection with the
Exchange of the Owner's beneficial interest in a Restricted Global Note for a
Restricted Definitive Note with an equal principal amount, the Owner hereby
certifies that the Restricted Definitive Note is being acquired for the Owner's
own account without transfer. Upon consummation of the proposed Exchange in
accordance with the terms of the Indenture, the Restricted Definitive Note
issued will continue to be subject to the restrictions on transfer enumerated in
the Private Placement Legend printed on the Restricted Definitive Note and in
the Indenture and the Securities Act.

            (b) [ ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO
BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE. In connection with the Exchange
of the Owner's Restricted Definitive Note for a beneficial interest in the
[CHECK ONE] 144A Global Note, Regulation S Global Note, IAI Global Note with an
equal principal amount, the Owner hereby certifies (i) the beneficial interest
is being acquired for the Owner's own account without transfer and (ii) such
Exchange has been effected in compliance with the transfer restrictions
applicable to the Restricted Global Notes and pursuant to and in accordance with
the Securities Act, and in compliance with any applicable blue sky securities
laws of any state of the United States. Upon consummation of the proposed
Exchange in accordance with the terms of the Indenture, the beneficial interest
issued will be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the relevant Restricted Global Note and in the
Indenture and the Securities Act.

                                      C-2
<PAGE>

            This certificate and the statements contained herein are made for
your benefit and the benefit of the Issuer.

                                           _________________________________
                                               [Insert Name of Transferor]

                                           By:______________________________
                                              Name:
                                              Title:

                                           Dated:______________________

                                      C-3
<PAGE>

                                    EXHIBIT D

                            FORM OF CERTIFICATE FROM

                   ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

Coventry Health Care, Inc.
6705 Rockledge Drive, Suite 900
Bethesda, MD  20817
Attention: John Stelben

Wachovia Bank, National Association, as Trustee
1021 East Cary Street
Richmond, Virginia 23219
Telecopier No.: (804) 697-7140
Attention: Corporate Trust Administration - VA 9646

      Re:   5-7/8% Senior Notes due 2012

Reference is hereby made to the Indenture, dated as of January 28, 2005 (the
"Indenture"), among Coventry Health Care, Inc., as issuer (the "Issuer"), and
Wachovia Bank, National Association, 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 $____________ aggregate
principal amount of:

            (a) [ ] a beneficial interest in a Global Note, or

            (b) [ ] 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 accounts for which we are acting
as hereinafter stated, that if we should sell the Notes or any interest therein,
we will do so only (A) to the Issuer or any Subsidiary thereof, (B) in
accordance with Rule 144A under the Securities Act to a "qualified institutional
buyer" (as defined therein), (C) to an institutional "accredited investor" (as
defined below) that, prior to such transfer, furnishes (or has furnished on its
behalf by a U.S. broker-dealer) to you and to the Issuer a signed letter
substantially in the form of this letter and, if such transfer is in respect of
a principal amount of Notes, at the time of transfer of less than $250,000, an
Opinion of Counsel in form reasonably acceptable to the Issuer to the effect
that such transfer is in compliance with the Securities Act, (D) outside the
United States in accordance with Rule 904 of Regulation S under the Securities
Act, (E) pursuant to the provisions of Rule 144(k) under the Securities Act 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

                                      D-1
<PAGE>

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
Issuer such certifications, legal opinions and other information as you and the
Issuer 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.

            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.

            You and the Issuer 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 Accredited Investor]

                                           By:______________________________
                                              Name:
                                              Title:

                                      D-2