<PAGE>

                                                                     EXHIBIT 4.4


                           BIO-RAD LABORATORIES, INC.,
                                    as Issuer

                    7.50% Senior Subordinated Notes due 2013

                                   ----------

                                    INDENTURE

                           Dated as of August 11, 2003

                                   ----------

                     Wells Fargo Bank, National Association,
                                   as Trustee

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                                TABLE OF CONTENTS

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                                    ARTICLE I

                   DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.1   Definitions......................................................1
Section 1.2   Other Definitions...............................................26
Section 1.3   Incorporation by Reference of Trust Indenture Act...............27
Section 1.4   Rules of Construction...........................................28

                                   ARTICLE II

                                    THE NOTES

Section 2.1   Form and Dating.................................................28
Section 2.2   Execution and Authentication....................................29
Section 2.3   Registrar, Paying Agent and Depositary..........................30
Section 2.4   Paying Agent to Hold Money in Trust.............................30
Section 2.5   Holder Lists....................................................30
Section 2.6   Transfer and Exchange...........................................31
Section 2.7   Replacement Notes...............................................45
Section 2.8   Outstanding Notes...............................................45
Section 2.9   Treasury Notes..................................................46
Section 2.10  Temporary Notes.................................................46
Section 2.11  Cancellation....................................................46
Section 2.12  Defaulted Interest..............................................46
Section 2.13  CUSIP Numbers...................................................47

                                   ARTICLE III

                                   REDEMPTION

Section 3.1   Notices to Trustee..............................................48
Section 3.2   Selection of Notes to Be Redeemed...............................48
Section 3.3   Notice of Redemption............................................48
Section 3.4   Effect of Notice of Redemption..................................49
Section 3.5   Deposit of Redemption Price.....................................49
Section 3.6   Notes Redeemed in Part..........................................50
Section 3.7   Optional Redemption.............................................50

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                                   ARTICLE IV

                                    COVENANTS

Section 4.1   Payment of Notes................................................51
Section 4.2   Maintenance of Office or Agency.................................51
Section 4.3   SEC Reports and Reports to Holders..............................52
Section 4.4   Compliance Certificate..........................................52
Section 4.5   Taxes...........................................................53
Section 4.6   Stay, Extension and Usury Laws..................................53
Section 4.7   Limitation on Incurrence of Additional Indebtedness and
                 Disqualified Capital Stock...................................53
Section 4.8   Limitation on Liens.............................................56
Section 4.9   Limitations on Restricted Payments..............................57
Section 4.10  Limitation on Dividends and Other Payment Restrictions
                 Affecting Subsidiaries.......................................59
Section 4.11  Limitation on Transactions with Affiliates......................60
Section 4.12  Limitation on Sale of Assets and Subsidiary Stock...............61
Section 4.13  Repurchase of Notes at the Option of the Holder upon
                 a Change of Control..........................................64
Section 4.14  Limitation on Layering Indebtedness.............................66
Section 4.15  Corporate Existence.............................................66
Section 4.16  Covenant Suspension.............................................66

                                    ARTICLE V

                                   SUCCESSORS

Section 5.1   Merger, Consolidation or Sale of Assets.........................67
Section 5.2   Successor Corporation Substituted...............................68

                                   ARTICLE VI

                              DEFAULTS AND REMEDIES

Section 6.1   Events of Default...............................................68
Section 6.2   Acceleration....................................................70
Section 6.3   Other Remedies..................................................71
Section 6.4   Waiver of Past Defaults.........................................71
Section 6.5   Control by Majority.............................................72
Section 6.6   Limitation on Suits.............................................72
Section 6.7   Rights of Holders of Notes to Receive Payment...................72
Section 6.8   Collection Suit by Trustee......................................73
Section 6.9   Trustee May File Proofs of Claim................................73
Section 6.10  Priorities......................................................74
Section 6.11  Undertaking for Costs...........................................74

                                      -ii-

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                                   ARTICLE VII

                                     TRUSTEE

Section 7.1   Duties of Trustee...............................................74
Section 7.2   Rights of Trustee...............................................75
Section 7.3   Individual Rights of Trustee....................................76
Section 7.4   Trustee's Disclaimer............................................77
Section 7.5   Notice of Defaults Agreement....................................77
Section 7.6   Reports by Trustee to Holders of the Notes......................77
Section 7.7   Compensation and Indemnity......................................77
Section 7.8   Replacement of Trustee..........................................78
Section 7.9   Successor Trustee by Merger, etc................................79
Section 7.10  Eligibility; Disqualification...................................79
Section 7.11  Preferential Collection of Claims Against Company...............80

                                  ARTICLE VIII

                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.1   Option to Effect Legal Defeasance or Covenant Defeasance........80
Section 8.2   Legal Defeasance and Discharge..................................80
Section 8.3   Covenant Defeasance.............................................81
Section 8.4   Conditions to Legal or Covenant Defeasance......................81
Section 8.5   Deposited Money and Government Securities to Be Held in
                 Trust; Other Miscellaneous Provisions........................83
Section 8.6   Repayment to Company............................................83
Section 8.7   Reinstatement...................................................84
Section 8.8   Satisfaction and Discharge......................................84

                                   ARTICLE IX

                        AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.1   Without Consent of Holders of Notes.............................85
Section 9.2   With Consent of Holders of Notes................................85
Section 9.3   Compliance with Trust Indenture Act.............................87
Section 9.4   Revocation and Effect of Consents...............................87
Section 9.5   Notation on or Exchange of Notes................................88
Section 9.6   Trustee to Sign Amendments, etc.................................88

                                    ARTICLE X

                                   GUARANTEES

Section 10.1  Guarantees......................................................88

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                                                                            Page
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Section 10.2  Execution and Delivery of Guarantees............................90
Section 10.3  Guarantors May Consolidate, etc., on Certain Terms..............90
Section 10.4  Future Guarantors...............................................91
Section 10.5  Release of Guarantors...........................................91
Section 10.6  Limitation of Guarantor's Liability; Certain
                 Bankruptcy Events............................................92
Section 10.7  Application of Certain Terms and Provisions to the
                 Guarantors...................................................92
Section 10.8  Subordination of Guarantees.....................................93

                                   ARTICLE XI

                                  SUBORDINATION

Section 11.1  Notes Subordinate to Senior Debt................................93
Section 11.2  No Payment on Notes in Certain Circumstances....................94
Section 11.3  Notes Subordinate to Prior Payment of All Senior Debt
                 on Dissolution, Liquidation or Reorganization................95
Section 11.4  Holders to Be Subrogated to Rights of Holders of
                 Senior Debt..................................................96
Section 11.5  Obligations of the Company Unconditional........................96
Section 11.6  Trustee Entitled to Assume Payments Not Prohibited in
                 Absence of Notice............................................96
Section 11.7  Application by Trustee of Assets Deposited with It..............97
Section 11.8  Subordination Rights Not Impaired by Acts or Omissions
                 of the Company or Holders of Senior Debt.....................97
Section 11.9  Holders Authorize Trustee to Effectuate Subordination
                 of Notes.....................................................98
Section 11.10 Rights of Trustee to Hold Senior Debt...........................98
Section 11.11 Article XI Not to Prevent Events of Default.....................99
Section 11.12 No Fiduciary Duty of Trustee to Holders of Senior Debt..........99
Section 11.13 Notice by Company...............................................99

                                   ARTICLE XII

                                  MISCELLANEOUS

Section 12.1  Trust Indenture Act Controls....................................99
Section 12.2  Notices.........................................................99
Section 12.3  Communication by Holders of Notes with Other Holders
                 of Notes....................................................101
Section 12.4  Certificate and Opinion as to Conditions Precedent.............101
Section 12.5  Statements Required in Certificate or Opinion..................101
Section 12.6  Rules by Trustee and Agents....................................102
Section 12.7  No Personal Liability of Directors, Officers, Employees
                 and Stockholders............................................102
Section 12.8  Governing Law..................................................102
Section 12.9  No Adverse Interpretation of Other Agreements..................103
Section 12.10 Successors.....................................................103
Section 12.11 Severability...................................................103
Section 12.12 Counterpart Originals..........................................103

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                                                                            Page
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Section 12.13 Table of Contents, Headings, etc...............................103

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............................................D-1
EXHIBIT E     FORM OF SUPPLEMENTAL INDENTURE TO BE DELIVERED BY
              SUBSIDIARY GUARANTORS..........................................E-1


                                      -v-

<PAGE>

                             CROSS-REFERENCE TABLE*

TIA Section                                                    Indenture Section
-----------                                                    -----------------

310(a)(1)...................................................   7.10
   (a)(2)...................................................   7.10
   (a)(3)...................................................   N.A.
   (a)(4)...................................................   N.A.
   (a)(5)...................................................   7.8; 7.10
   (b)......................................................   7.8; 7.10; 12.2
   (c)......................................................   N.A.
311(a)......................................................   7.11
   (b)......................................................   7.11
   (c)......................................................   N.A.
312(a)......................................................   2.5
   (b)......................................................   12.3
   (c)......................................................   12.3
313(a)......................................................   7.6
   (b)(1)...................................................   N.A.
   (b)(2)...................................................   7.6
   (c)......................................................   7.6; 12.2
   (d)......................................................   7.6
314(a)......................................................   4.3; 4.4; 12.2
   (b)......................................................   N.A.
   (c)(1)...................................................   12.4
   (c)(2)...................................................   12.4
   (c)(3)...................................................   N.A.
   (d)......................................................   N.A.
   (e)......................................................   12.5
   (f)......................................................   N.A.
315(a)......................................................   7.1(b)
   (b)......................................................   7.5; 12.2
   (c)......................................................   7.1(a)
   (d)......................................................   7.1(c)
   (e)......................................................   6.11
316(a) (last sentence)......................................   2.9
   (a)(1)(A)................................................   6.5
   (a)(1)(B)................................................   6.4
   (a)(2)...................................................   N.A.
   (b)......................................................   6.7
317(a)(1)...................................................   6.8
   (a)(2)...................................................   6.9
   (b)......................................................   2.4
318(a)......................................................   12.1
   (c)......................................................   12.1

----------

N.A. means not applicable

*  This Cross-Reference table shall not, for any purpose, be deemed to be part
   of this Indenture.

<PAGE>

     INDENTURE, dated as of August 11, 2003, between Bio-Rad Laboratories, Inc.,
a Delaware corporation (the "Company"), and Wells Fargo 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 7.50% Series A
Senior Subordinated Notes due 2013 (the "Series A Notes") and the 7.50% Series B
Senior Subordinated Notes due 2013 (the "Series B Notes" and, together with the
Series A Notes, the "Notes"):

                                    ARTICLE I

                   DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.1    Definitions.
               ------------

     "Accrued Bankruptcy Interest" means, with respect to any Indebtedness, all
interest accruing thereon after the filing of a petition by or against the
Company or any of its Subsidiaries under any Bankruptcy Law, in accordance with
and at the rate (including any rate applicable upon any default or event of
default, to the extent lawful) specified in the documents evidencing or
governing such Indebtedness, whether or not the claim for such interest is
allowed as a claim after such filing in any proceeding under such Bankruptcy
Law.

     "Acquired Indebtedness" means Indebtedness (including Disqualified Capital
Stock) of any Person existing at the time such Person becomes a Subsidiary of
the Company, including by designation, or is merged or consolidated into or with
the Company or one of its Subsidiaries.

     "Acquisition" means the purchase or other acquisition of any Person or all
or substantially all the assets of any Person by any other Person, whether by
purchase, merger, consolidation, or other transfer, and whether or not for
consideration.

     "Affiliate" means any Person directly or indirectly controlling or
controlled by or under direct or indirect common control with the Company. For
purposes of this definition, the term "control" means the power to direct the
management and policies of a Person, directly or through one or more
intermediaries, whether through the ownership of voting securities, by contract,
or otherwise; provided that with respect to ownership interests in the Company
and its Subsidiaries, a Beneficial Owner of 10% or more of the total voting
power normally entitled to vote in the election of directors, managers or
trustees, as applicable, shall for such purposes be deemed to constitute
control.

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

     "Applicable Premium" means, with respect to any Note on any Redemption
Date, the greater of:

          (a)  1.0% of the principal amount of the Note; or

<PAGE>

          (b)  the excess of

               (i)   the present value at such Redemption Date of (A) the
          redemption price of the Note at August 15, 2008 (such redemption price
          being stated in the table appearing in Section 3.7) plus (B) all
          required interest payments due on the Note through August 15, 2008,
          computed using a discount rate equal to the Treasury Rate as of such
          Redemption Date plus 75 basis points; over

               (ii)  the principal amount of the Note.

     "Applicable Procedures" means, with respect to any transfer 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 or exchange at
the relevant time.

     "Average Life" means, as of the date of determination, with respect to any
security or instrument, the quotient obtained by dividing (a) the sum of the
products (i) of the number of years from the date of determination to the date
or dates of each successive scheduled principal (or redemption) payment of such
security or instrument and (ii) the amount of each such respective principal (or
redemption) payment by (b) the sum of all such principal (or redemption)
payments.

     "Bankruptcy Code" means the United States Bankruptcy Code, codified at 11
U.S.C. 101-1330, as amended.

     "Beneficial Owner" or "beneficial owner" for purposes of the definition of
"Change of Control" and "Affiliate" has the meaning attributed to it in Rules
13d-3 and 13d-5 under the Exchange Act (as in effect on the Issue Date), whether
or not applicable, except that a "person" shall 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.

     "Board of Directors" means, with respect to any Person, the board of
directors of such Person or any committee of the Board of Directors of such
Person authorized, with respect to any particular matter, to exercise the power
of the board of directors of such Person.

     "Broker-Dealer" means any broker-dealer that receives Exchange Notes for
its own account in the Exchange Offer in exchange for Notes that were acquired
by such broker-dealer as a result of market-making or other trading activities.

     "Business Day" means each Monday, Tuesday, Wednesday, Thursday and Friday
which is not a day on which banking institutions in New York, New York are
authorized or obligated by law or executive order to close.

     "Capital Contribution" means any contribution to the equity of the Company
for which no consideration other than Qualified Capital Stock is given.

     "Capital Stock" means, with respect to any corporation, any and all shares,
interests, rights to purchase (other than convertible or exchangeable
Indebtedness that is not itself other-

                                      -2-

<PAGE>

wise capital stock), warrants, options, participations or other equivalents of
or interests (however designated) in stock issued by that corporation.

     "Capitalized Lease Obligations" means, as to any Person, the obligations of
such Person under a lease that are required to be classified and accounted for
as capital lease obligations under GAAP and, for purposes of this definition,
the amount of such obligations at any date shall be the capitalized amount of
such obligations at such date, determined in accordance with GAAP.

     "Cash Equivalents" means:

          (a)  securities issued or directly and fully guaranteed or insured by
     the United States of America or any agency or instrumentality thereof
     (provided that the full faith and credit of the United States of America is
     pledged in support thereof) maturing within one year after the date of
     acquisition;

          (b)  time deposits and certificates of deposit and commercial paper
     issued by the parent corporation of any domestic commercial bank of
     recognized standing having capital and surplus in excess of $500,000,000
     and a Thomson BankWatch rating of "B" or better maturing within one year
     after the date of acquisition;

          (c)  commercial paper issued by others having the highest rating
     obtainable from S&P or Moody's;

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

          (e)  marketable obligations issued by any state of the United States
     of America or any political subdivision of any such state or any public
     instrumentality thereof maturing, or payable at the demand of the holder
     thereof, within one year from the date of acquisition thereof and, at the
     time of acquisition, having one of the three highest ratings obtainable
     from either S&P or Moody's;

          (f)  investments in money market funds substantially all of whose
     assets comprise securities of the types described in clauses (a) through
     (e) above; and

          (g)  for purposes of clause (a)(ii) of Section 4.12 only, marketable
     securities or purchaser promissory notes, in each case, of the purchaser or
     acquirer of the assets or property subject to the applicable Asset Sale in
     an amount not exceeding in the aggregate $15,000,000 outstanding at any one
     time granted or issued to the Company pursuant to such clause.

                                      -3-

<PAGE>

     "Change of Control" means:

          (a)  any merger or consolidation of the Company with or into any
     Person, in one transaction or a series of related transactions, if,
     immediately after giving effect to such transaction(s), either (i) any
     "person" or "group" (as such terms are used in Sections 13(d) and 14(d) of
     the Exchange Act) (other than the Excluded Persons) is or becomes the
     "beneficial owner," directly or indirectly, of more than 40% of the Voting
     Equity Interests of the transferee(s) or surviving entity or entities, and
     the Excluded Persons shall cease to own beneficially at least a greater
     percentage of the Voting Equity Interests of the transferee(s) or surviving
     entity or entities than such other "person" or "group" or (ii) the Excluded
     Persons shall cease to own beneficially a greater percentage of the Voting
     Equity Interests of such transferee(s) or surviving entity or entities than
     any other person or group,

          (b)  any "person" or "group" (other than the Excluded Persons) is or
     becomes the "beneficial owner," directly or indirectly, of more than 40% of
     the Voting Equity Interests of the Company, and the Excluded Persons shall
     cease to own beneficially at least a greater percentage of the Voting
     Equity Interests of the Company than such other "person" or "group,"

          (c)  the sale, lease, transfer, conveyance or other disposition (other
     than by way of merger or consolidation), in one or a series of related
     transactions, of all or substantially all of the consolidated assets of the
     Company to any "person" or "group" (as such terms are used in Sections
     13(d) and 14(d) of the Exchange Act),

          (d)  the Continuing Directors cease for any reason to constitute a
     majority of the Board of Directors of the Company then in office, or

          (e)  the Company adopts a plan of liquidation or dissolution.

     "Clearstream" means Clearstream Bank, S.A., or its successors.

     "Consolidated Coverage Ratio" of any Person on any date of determination
(the "Transaction Date") means the ratio, on a pro forma basis, of:

          (a)  the aggregate amount of Consolidated EBITDA of such Person
     (exclusive of amounts attributable to operations and businesses permanently
     discontinued or disposed of) for the Reference Period to

          (b)  the aggregate Consolidated Fixed Charges of such Person
     (exclusive of amounts attributable to operations and businesses permanently
     discontinued or disposed of, but only to the extent that the obligations
     giving rise to such Consolidated Fixed Charges would no longer be
     obligations contributing to such Person's Consolidated Fixed Charges
     subsequent to the Transaction Date) during the Reference Period;

                                      -4-

<PAGE>

provided that for purposes of such calculation:

          (i)  Acquisitions or dispositions which occurred during the Reference
     Period or subsequent to the Reference Period and on or prior to the
     Transaction Date shall be assumed to have occurred on the first day of the
     Reference Period,

          (ii) transactions giving rise to the need to calculate the
     Consolidated Coverage Ratio shall be assumed to have occurred on the first
     day of the Reference Period,

          (iii) the incurrence of any Indebtedness (including issuance of any
     Disqualified Capital Stock) during the Reference Period or subsequent to
     the Reference Period and on or prior to the Transaction Date (and the
     application of the proceeds therefrom to the extent used to refinance or
     retire other Indebtedness) shall be assumed to have occurred on the first
     day of the Reference Period, and

          (iv) the Consolidated Fixed Charges of such Person attributable to
     interest on any Indebtedness or dividends on any Disqualified Capital Stock
     bearing a floating interest (or dividend) rate shall be computed on a pro
     forma basis as if the average rate in effect from the beginning of the
     Reference Period to the Transaction Date had been the applicable rate for
     the entire period, unless such Person or any of its Subsidiaries is a party
     to an Interest Swap or Hedging Obligation (which shall remain in effect for
     the 12-month period immediately following the Transaction Date) that has
     the effect of fixing the interest rate on the date of computation, in which
     case such rate (whether higher or lower) shall be used.

     "Consolidated EBITDA" means, with respect to any Person, for any period,
the Consolidated Net Income of such Person for such period adjusted to add
thereto (to the extent deducted from net revenues in determining Consolidated
Net Income), without duplication, the sum of:

          (a)  Consolidated income tax expense,

          (b)  Consolidated depreciation and amortization expense,

          (c)  Consolidated Fixed Charges, and

          (d)  all other non-cash charges (excluding any such non-cash charge to
     the extent that it represents an accrual of or reserve for cash
     expenditures in any future period),

less the amount of all cash payments made by such Person or any of its
Subsidiaries during such period to the extent such payments relate to non-cash
charges that were added back in determining Consolidated EBITDA for such period
or any prior period; provided that consolidated income tax expense, depreciation
and amortization and Consolidated Fixed Charges of a Subsidiary (i) that is a
less than Wholly Owned Subsidiary shall only be added to the extent and in the
same proportions that the net income of such Subsidiary was included in the
calculation of Consolidated Net Income of such Person and (ii) shall only be
added to the extent and in the same

                                      -5-

<PAGE>

proportions that the Consolidated EBITDA of such Subsidiary is permitted to be
paid or distributed as a dividend, advance, loan or other distribution to such
Person.

     "Consolidated Fixed Charges" of any Person means, for any period, the
aggregate amount (without duplication and determined in each case in accordance
with GAAP) of:

          (a)  interest expensed or capitalized, paid, accrued, or scheduled to
     be paid or accrued (including, in accordance with the following sentence,
     interest attributable to Capitalized Lease Obligations) of such Person and
     its Consolidated Subsidiaries during such period, including (i) original
     issue discount and non-cash interest payments or accruals on any
     Indebtedness, (ii) the interest portion of all deferred payment
     obligations, and (iii) all commissions, discounts and other fees and
     charges owed with respect to banker's acceptances and letters of credit
     financings and currency and Interest Swap and Hedging Obligations, in each
     case to the extent attributable to such period, and

          (b)  the amount of dividends accrued or payable (or guaranteed) by
     such Person or any of its Consolidated Subsidiaries in respect of Preferred
     Stock (other than by Subsidiaries of such Person to such Person or such
     Person's Wholly Owned Subsidiaries).

     For purposes of this definition, (x) interest on a Capitalized Lease
Obligation shall be deemed to accrue at an interest rate reasonably determined
in good faith by such Person to be the rate of interest implicit in such
Capitalized Lease Obligation in accordance with GAAP and (y) interest expense
attributable to any Indebtedness represented by the guarantee by such Person or
a Subsidiary of such Person of an obligation of another Person shall be deemed
to be the interest expense attributable to the Indebtedness guaranteed.

     "Consolidated Net Income" means, with respect to any Person for any period,
the net income (or loss) of such Person and its Consolidated Subsidiaries
(determined on a consolidated basis in accordance with GAAP) for such period,
adjusted to exclude (only to the extent included in computing such net income
(or loss) and without duplication):

          (a)  all gains or losses which are extraordinary (as determined in
     accordance with GAAP) (including any gain from the sale or other
     disposition of assets outside the ordinary course of business or from the
     issuance or sale of any capital stock),

          (b)  the net income, if positive, of any Person, other than a
     Consolidated Subsidiary, in which such Person or any of its Consolidated
     Subsidiaries has an interest, except to the extent of the amount of any
     dividends or distributions actually paid in cash to such Person or a
     Consolidated Subsidiary of such Person during such period, but in any case
     not in excess of such Person's pro rata share of such Person's net income
     for such period,

          (c)  the net income, if positive, of any of such Person's Consolidated
     Subsidiaries to the extent that the declaration or payment of dividends or
     similar distributions is not at the time permitted by operation of the
     terms of its charter or bylaws or any other

                                      -6-

<PAGE>

     agreement, instrument, judgment, decree, order, statute, rule or
     governmental regulation applicable to such Consolidated Subsidiary, and

          (d)  the net income of, and all dividends and distributions from, any
     Unrestricted Subsidiary.

     "Consolidated Net Worth" of any Person at any date means the aggregate
consolidated stockholders' equity of such Person (plus amounts of equity
attributable to preferred stock) as would be shown on the consolidated balance
sheet of such Person prepared in accordance with GAAP, adjusted to exclude (to
the extent included in calculating such equity) (a) the amount of any such
stockholders' equity attributable to Disqualified Capital Stock or treasury
stock of such Person and its Consolidated Subsidiaries, (b) all upward
revaluations and other write-ups in the book value of any asset of such Person
or a Consolidated Subsidiary of such Person subsequent to the Issue Date, and
(c) all investments in subsidiaries that are not Consolidated Subsidiaries and
in Persons that are not Subsidiaries.

     "Consolidated Subsidiary" means, for any Person, each Subsidiary of such
Person (whether now existing or hereafter created or acquired) the financial
statements of which are consolidated for financial statement reporting purposes
with the financial statements of such Person in accordance with GAAP.

     "Consolidation" means the consolidation of the accounts of the Company with
the accounts of its Subsidiaries, all in accordance with GAAP; provided that
"consolidation" will not include consolidation of the accounts of any
Unrestricted Subsidiary with the accounts of the Company. The term
"consolidated" has a correlative meaning to the foregoing.

     "Continuing Director" means during any period of 12 consecutive months
after the Issue Date, individuals who at the beginning of any such 12-month
period constituted the Board of Directors of the Company (together with any new
directors whose election by such Board of Directors or whose nomination for
election by the shareholders of the Company was approved by a vote of a majority
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, including new directors designated in or provided for in an agreement
regarding the merger, consolidation or sale, transfer or other conveyance, of
all or substantially all of the assets of the Company, if such agreement was
approved by a vote of such majority of directors).

     "Corporate Trust Office" shall be at the address of the Trustee specified
in Section 12.2 or such other address as to which the Trustee may give notice to
the Company; provided that for purposes of complying with Section 2.3 such
address shall be Wells Fargo Bank, National Association, 707 Wilshire
Boulevard., 17th Floor, Los Angeles, California 90017, Attention: Jeanie Mar.
All notices by the Company sent to the Trustee at its Corporate Trust Office in
the Borough of Manhattan, The City of New York shall also be sent to the Trustee
at the address set forth in Section 12.2.

     "Credit Agreement" means that certain Credit Agreement, dated as of
September 30, 1999, by and among the Company, certain of its Subsidiaries,
certain financial institutions and

                                      -7-

<PAGE>

Bank One, NA, as agent and representative, as amended from time to time,
including any related notes, guarantees, collateral documents, instruments and
agreements executed in connection therewith, as such credit agreement and/or
related documents may be amended, restated, supplemented, renewed, refunded,
replaced (whether upon or after termination or otherwise), refinanced (including
by means of sales of debt securities to institutional investors), modified,
substituted or otherwise restructured (including, but not limited to, the
inclusion of additional borrowers thereunder), in whole or in part from time to
time whether or not with the same agent, trustee, representative lenders or
holders and irrespective of any changes in the terms and conditions thereof.
Without limiting the generality of the foregoing, the term "Credit Agreement"
shall include agreements in respect of Interest Swap and Hedging Obligations
with lenders party to the Credit Agreement or their affiliates.

     "Credit Facilities" means one or more debt facilities (including, without
limitation, the Credit Agreement) or commercial paper facilities, in each case
with banks, investment banks, insurance companies, mutual funds or other lenders
providing for revolving credit loans, term loans, bankers acceptances,
receivables financing (including through the sale of receivables to such lenders
or to special purpose entities formed to borrow from such lenders against such
receivables) or letters of credit, in each case, as amended, restated,
supplemented, renewed, replaced (whether upon or after termination or
otherwise), refinanced (including by means of sales of debt securities to
institutional investors), modified, substituted or otherwise restructured
(including, but not limited to, the inclusion of additional borrowers
thereunder), in whole or in part and from time to time. Without limiting the
generality of the foregoing, the term "Credit Facilities" shall include
agreements in respect of Interest Swap and Hedging Obligations with lenders
party to the Credit Facilities or their affiliates.

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

     "Definitive Note" means one or more certificated Notes registered in the
name of the Holder thereof and issued in accordance with Section 2.6, in the
form of Exhibit A hereto except that such Note shall not include the information
called for by footnotes 3, 4 and 5 thereof.

     "Depositary" means, with respect to the Notes issuable or issued in whole
or in part in global form, the Person specified in Section 2.3 as the Depositary
with respect to the Notes, until a successor will have been appointed and become
such pursuant to the applicable provisions of this Indenture, and thereafter
"Depositary" will mean or include such successor.

     "Designated Senior Debt" means Senior Debt from time to time outstanding
under the Credit Agreement.

     "Disqualified Capital Stock" means, with respect to any Person, any Equity
Interest of such Person that, by its terms or by the terms of any security into
which it is convertible, exercisable or exchangeable, is, or upon the happening
of an event or the passage of time or both would be, required to be redeemed or
repurchased (including at the option of the holder thereof) by such Person or
any of its Subsidiaries, in whole or in part, on or prior to the Stated Maturity
of the Notes; provided, however, that any Equity Interests that would not
constitute Disqualified

                                      -8-

<PAGE>

Capital Stock but for provisions thereof giving holders thereof (or the holders
of any security into or for which such Equity Interests are convertible,
exchangeable or exercisable) the right to require the Company to redeem such
Equity Interests upon the occurrence of a change in control occurring prior to
the Stated Maturity of the Notes shall not constitute Disqualified Capital Stock
if the change in control provisions applicable to such Equity Interests are no
more favorable to such holders than the provisions of Section 4.13 and such
Equity Interests specifically provide that the Company will not redeem any such
Equity Interests pursuant to such provisions prior to the Company's purchase of
the Notes as required pursuant to the provisions of Section 4.13.

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

     "Domestic Subsidiary" means any of the Company's Subsidiaries, other than
Foreign Subsidiaries.

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

     "Euroclear" means Euroclear Bank S.A./N.V., or its successor.

     "Event of Loss" means, with respect to any property or asset, any (a) loss,
destruction or damage of such property or asset or (b) any condemnation, seizure
or taking, by exercise of the power of eminent domain or otherwise, of such
property or asset, or confiscation or requisition of the use of such property or
asset.

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

     "Exchange Notes" means Series B Notes issued pursuant to an Exchange Offer.

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

     "Exchange Offer Registration Statement" shall have the meaning set forth in
the Registration Rights Agreement.

     "Excluded Persons" means (a) David Schwartz, Alice Schwartz, Norman D.
Schwartz, Steven Schwartz, (b) any spouse, immediate family member, relative or
lineal descendant of any person described in clause (a), (c) any trust in which
any one or more of the persons described in clause (a) or (b) holds all of the
beneficial interests, and (d) any Affiliate of the persons described in clause
(a) or (b).

                                      -9-

<PAGE>

     "Exempted Affiliate Transaction" means:

          (a)  customary employee compensation and benefit arrangements and
     indemnification agreements, in each case, approved by a majority of
     independent (as to such transactions) members of the Board of Directors of
     the Company,

          (b)  Restricted Payments, other than Investments, permitted under
     Section 4.9,

          (c)  transactions solely between the Company and any of its
     Subsidiaries, or solely among its Subsidiaries,

          (d)  payment of reasonable directors' fees to persons who are not
     otherwise Affiliates of the Company,

          (e)  sales of Equity Interests (other than Disqualified Capital Stock)
     to Affiliates of the Company,

          (f)  performance of all agreements in existence on the Issue Date and
     any modification thereto or any transaction contemplated thereby in any
     replacement agreement therefor so long as such modification or replacement
     is not more disadvantageous to the Company, any of its Subsidiaries or the
     Holders in any material respect than the original agreement as in effect on
     the Issue Date, and

          (g)  transactions with suppliers or vendors pursuant to purchase
     orders executed in the ordinary course of business consistent with past
     practice.

     "Existing Indebtedness" means Indebtedness of the Company and its
Subsidiaries (other than Indebtedness under the Credit Facilities) in existence
on the Issue Date, reduced to the extent such amounts are repaid, refinanced or
retired.

     "fair market value" means, with respect to any asset or property, the price
which could be negotiated in an arm's-length, free market transaction, for cash,
between a willing seller and a willing and able buyer, neither of whom is under
undue pressure or compulsion to complete the transaction. Fair market value
shall be determined by the Company's Board of Directors acting reasonably and in
good faith and shall be evidenced by a board resolution of the Company's Board
of Directors delivered to the Trustee; provided, however, that the fair market
value of the consideration received in an Asset Sale for which the total
consideration received is less than $1,000,000 may be determined by senior
management of the Company acting reasonably and in good faith and evidenced by
an Officers' Certificate delivered to the Trustee.

     "Foreign Subsidiary" means any Subsidiary of the Company which (a) is not
organized under the laws of the United States, any state thereof or the District
of Columbia and (b) conducts substantially all of its business operations
outside the United States of America.

     "Foreign Subsidiary Credit Agreement" means any credit agreement or similar
instrument, including, without limitation, working capital or equipment purchase
lines of credit, en-

                                      -10-

<PAGE>

tered into by any Foreign Subsidiary governing the terms of a bona fide
borrowing by such Foreign Subsidiary from (a) a third-party financial
institution that is primarily engaged in the business of commercial banking or
(b) a vendor or other provider of financial accommodations in connection with
the purchase of equipment, in either case for valid business purposes, including
any related notes, guarantees, collateral documents, instruments and agreements
executed in connection therewith, as such may be amended, restated,
supplemented, renewed, replaced or otherwise modified from time to time whether
or not with the same agent, trustee, representative lenders or holders, and,
subject to the proviso in clause (iii) of the next sentence, irrespective of any
changes in the terms and conditions thereof. Without limiting the generality of
the foregoing, the term "Foreign Subsidiary Credit Agreement" shall include
agreements in respect of Interest Swap and Hedging Obligations with lenders
party to a Foreign Subsidiary Credit Agreement and shall also include any
amendment, amendment and restatement, renewal, extension, restructuring,
supplement or modification to any Foreign Subsidiary Credit Agreement and all
refundings, refinancings and replacements of any Foreign Subsidiary Credit
Agreement, including any agreement:

          (i)  extending the maturity of any Indebtedness incurred thereunder or
     contemplated thereby,

          (ii) adding or deleting borrowers or guarantors thereunder, so long as
     borrowers and issuers include one or more of the Foreign Subsidiaries and
     their respective successors and assigns,

          (iii) increasing the amount of Indebtedness incurred thereunder or
     available to be borrowed thereunder; provided that on the date such
     Indebtedness is incurred its incurrence would not be prohibited by this
     Indenture, or

          (iv) otherwise altering the terms and conditions thereof in a manner
     not prohibited by the terms of this Indenture.

     "GAAP" means United States generally accepted accounting principles set
forth in the opinions and pronouncements of the Accounting Principles Board of
the American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as approved by a significant segment of the
accounting profession in the United States as in effect from time to time.

     "Global Notes" means one or more Notes in the form of Exhibit A hereto that
includes the information referred to in footnotes 3, 4 and 6 to the form of
Note, attached hereto as Exhibit A, issued under this Indenture, that is
deposited with or on behalf of and registered in the name of the Depositary or
its nominee.

     "Global Note Legend" means the legend set forth in Section 2.6(g)(ii),
which is required to be placed on all Global Notes issued under this Indenture.

     "governmental authority" means any agency, authority, board, bureau,
commission, department, office or instrumentality of any nature whatsoever of
the United States or foreign gov-

                                      -11-

<PAGE>

ernment, any state, province or any city or other political subdivision or
otherwise and whether now or hereafter in existence, or any officer or official
thereof, and any maritime authority.

     "Guarantee" means a guarantee (other than by endorsement of negotiable
instruments for collection in the ordinary course of business), direct or
indirect, in any manner (including, without limitation, letters of credit and
reimbursement agreements in respect thereof), of all or any part of any
Indebtedness. When used with respect to the Notes, a "Guarantee" means a
guarantee by the Guarantors of all or any part of the Notes, in accordance with
Article X.

     "Guarantor" means each of the Subsidiaries of the Company that in the
future executes a Guarantee pursuant to and in accordance with the requirements
of this Indenture in which such Subsidiary unconditionally guarantees on a
senior subordinated basis the obligations of the Company under the Notes and
this Indenture; provided that any Person constituting a Guarantor as described
above shall cease to constitute a Guarantor when its respective Guarantee is
released in accordance with the terms of this Indenture.

     "Guarantor Senior Debt" means, with respect to any Guarantor, Indebtedness
(including any monetary obligation in respect of the Credit Facilities and any
Accrued Bankruptcy Interest incurred pursuant to the Credit Facilities in any
proceeding under Bankruptcy Law) of such Guarantor arising under the Credit
Facilities or its guarantee thereof or that is permitted to be incurred under
the terms of this Indenture unless the terms of the instrument creating or
evidencing such Indebtedness expressly provide that it is on a parity with or
subordinated in right of payment to its Guarantee of the Notes; provided that in
no event shall Guarantor Senior Debt include (1) Indebtedness to the Company,
any of its Subsidiaries or any officer, director or employee of such Guarantor,
the Company or any of its Subsidiaries or any other Affiliate, (2) Indebtedness
incurred in violation of the terms of this Indenture, (3) trade payables or
other Indebtedness to trade creditors, (4) Disqualified Capital Stock, (5)
Capitalized Lease Obligations, (6) any liability for taxes owed or owing by such
Guarantor, and (7) such Guarantor's guarantee of the 2007 Notes, if any.

     "Holder" means a Person in whose name a Note is registered on the
Registrar's books.

     "Indebtedness" of any Person means, without duplication,

          (a)  all liabilities and obligations, contingent or otherwise, of such
     Person, to the extent such liabilities and obligations would appear as a
     liability upon the consolidated balance sheet of such Person in accordance
     with GAAP

               (i)   in respect of borrowed money (whether or not the recourse
          of the lender is to the whole of the assets of such Person or only to
          a portion thereof),

               (ii)  evidenced by bonds, notes, debentures or similar
          instruments,

               (iii) representing the balance deferred and unpaid of the
          purchase price of any property or services, except (other than
          accounts payable or other obligations to trade creditors which have
          remained unpaid for greater than 90 days past

                                      -12-

<PAGE>

          their original due date) those incurred in the ordinary course of its
          business that would constitute ordinarily a trade payable to trade
          creditors,

               (iv)  evidenced by bankers' acceptances or similar instruments
          issued or accepted by banks, or

               (v)   relating to any Capitalized Lease Obligation,

          (b)  all liabilities and obligations, contingent or otherwise, of such
     Person evidenced by a letter of credit or a reimbursement obligation of
     such Person with respect to any letter of credit,

          (c)  all net obligations of such Person under interest swap
     obligations, interest cap agreements, commodity agreements, currency
     agreements and other similar hedging arrangements, obligations or
     agreements,

          (d)  all liabilities and obligations of others of the kind described
     in the preceding clause (a), (b) or (c) that such Person has guaranteed or
     provided credit support or that is otherwise its legal liability or which
     are secured by any assets or property of such Person,

          (e)  any and all deferrals, renewals, extensions, refinancing and
     refundings (whether direct or indirect) of, or amendments, modifications or
     supplements to, any liability of the kind described in any of the preceding
     clauses (a), (b), (c), (d), or this clause (e), whether or not between or
     among the same parties,

          (f)  all Disqualified Capital Stock of such Person (measured at the
     greater of its voluntary or involuntary maximum fixed repurchase price plus
     accrued and unpaid dividends), and

          (g)  all obligations to purchase, redeem or acquire any third-party
     Equity Interests.

     For purposes hereof, the "maximum fixed repurchase price" of any
Disqualified Capital Stock which does not have a fixed repurchase price shall be
calculated in accordance with the terms of such Disqualified Capital Stock as if
such Disqualified Capital Stock were purchased on any date on which Indebtedness
shall be required to be determined pursuant to this Indenture, and if such price
is based upon, or measured by, the fair market value of such Disqualified
Capital Stock, such fair market value to be determined in good faith by the
board of directors of the issuer (or managing general partner of the issuer) of
such Disqualified Capital Stock.

     The amount of any Indebtedness outstanding as of any date shall be (x) the
accreted value thereof, in the case of any Indebtedness issued with original
issue discount, but the accretion of original issue discount in accordance with
the original terms of Indebtedness issued with an original issue discount will
not be deemed to be an incurrence and (y) the principal amount

                                      -13-

<PAGE>

thereof, together with any interest thereon that is more than 30 days past due,
in the case of any other Indebtedness.

     "Indenture" means this Indenture, as amended or supplemented from time to
time in accordance with the terms hereof.

     "Indirect Participant" means an entity that, with respect to DTC, clears
through or maintains a direct or indirect, custodial relationship with a
Participant.

     "Initial Purchasers" mean the Purchasers set forth on Schedule I to the
Purchase Agreement, dated August 6, 2003, among the Company and such Purchasers
relating to the initial purchase and sale of the Series A Notes.

     "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, who is not also a QIB.

     "Interest Payment Date" means the stated due date of an installment of
interest on the Notes.

     "Interest Swap and Hedging Obligation" means any obligation of any Person
pursuant to any interest rate swap agreement, interest rate cap agreement,
interest rate collar agreement, interest rate exchange agreement, currency
exchange agreement or any other agreement or arrangement designed to protect
against fluctuations in interest rates or currency values (and not for
speculative purposes), including, without limitation, any arrangement whereby,
directly or indirectly, such Person is entitled to receive from time to time
periodic payments calculated by applying either a fixed or floating rate of
interest on a stated notional amount in exchange for periodic payments made by
such Person calculated by applying a fixed or floating rate of interest on the
same notional amount.

     "Investment" by any Person in any other Person means (without duplication):

          (a)  the acquisition (whether by purchase, merger, consolidation or
     otherwise) by such Person (whether for cash, property, services, securities
     or otherwise) of Equity Interests, bonds, notes, debentures, partnership or
     other ownership interests or other securities of such other Person or any
     agreement to make any such acquisition;

          (b)  the making by such Person of any deposit with, or advance, loan
     or other extension of credit to, such other Person (including the purchase
     of property from another Person subject to an understanding or agreement,
     contingent or otherwise, to resell such property to such other Person) or
     any written commitment to make any such advance, loan or extension (but
     excluding accounts receivable, endorsements for collection or deposits
     arising in the ordinary course of business) within one year;

          (c)  other than guarantees of Indebtedness of the Company or any
     Subsidiary to the extent permitted by Section 4.7, the entering into by
     such Person of any guarantee

                                      -14-

<PAGE>

     of, or other credit support or contingent obligation with respect to,
     Indebtedness or other liability of such other Person;

          (d)  the making of any capital contribution (which shall be deemed to
     include payment of consideration in excess of fair market value of any
     assets received) by such Person to such other Person; and

          (e)  the designation by the Board of Directors of the Company of any
     Person to be an Unrestricted Subsidiary.

     The Company shall be deemed to make an Investment in an amount equal to the
fair market value of the Company's or its Subsidiaries' proportionate interest
in such Subsidiary on such date (or, if neither the Company nor any of its
Subsidiaries has theretofore made an Investment in such Subsidiary, in an amount
equal to the Investments being made), at the time that such Subsidiary is
designated an Unrestricted Subsidiary, and any property transferred to an
Unrestricted Subsidiary from the Company or a Subsidiary of the Company shall be
deemed an Investment valued at its fair market value at the time of such
transfer. The fair market value of each Investment shall be measured at the time
made or returned, as applicable.

     "Investment Grade Rating" means (1) with respect to S&P, any of the rating
categories from and including AAA to and including BBB- and (2) with respect to
Moody's, any of the rating categories from and including Aaa to and including
Baa3.

     "Issue Date" means the date of first issuance of the Notes under this
Indenture.

     "Junior Security" means any Qualified Capital Stock and any Indebtedness of
the Company or a Subsidiary, as applicable, that is contractually subordinated
in right of payment to Senior Debt at least to the same extent as the Notes, and
has no scheduled installment of principal due, by redemption, sinking fund
payment or otherwise, on or prior to the Stated Maturity of the Notes; provided
that in the case of subordination in respect of Designated Senior Debt, "Junior
Security" shall mean any Qualified Capital Stock and any Indebtedness of the
Company or the Subsidiary that:

          (a)  has a final maturity date occurring after the final maturity date
     of all Designated Senior Debt on the date of issuance of such Qualified
     Capital Stock or Indebtedness,

          (b)  is unsecured,

          (c)  has an Average Life longer than the security for which such
     Qualified Capital Stock or Indebtedness is being exchanged, and

          (d)  by its terms or by law is subordinated to Designated Senior Debt
     on the date of issuance of such Qualified Capital Stock or Indebtedness at
     least to the same extent as the Notes.

                                      -15-

<PAGE>

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

     "Lien" means any mortgage, charge, pledge, lien (statutory or otherwise),
privilege, security interest, hypothecation or other encumbrance upon or with
respect to any property of any kind, real or personal, movable or immovable, now
owned or hereafter acquired.

     "Liquidated Damages" means all Special Interest (as defined in the
Registration Rights Agreement) then owing pursuant to the Registration Rights
Agreement.

     "Material Domestic Subsidiary" means any Domestic Subsidiary that is a
Significant Subsidiary or any group of Domestic Subsidiaries that on a combined
basis would constitute a Significant Subsidiary.

     "Moody's" means Moody's Investors Service, Inc., and its successors.

     "Net Cash Proceeds" means the aggregate amount of cash or Cash Equivalents
received by the Company in the case of a sale of Qualified Capital Stock or a
Capital Contribution and by the Company and its Subsidiaries in respect of an
Asset Sale plus, in the case of an issuance of Qualified Capital Stock upon any
exercise, exchange or conversion of securities of the Company (including
options, warrants, rights and convertible or exchangeable debt) that were issued
for cash on or after the Issue Date, the amount of cash originally received by
the Company upon the issuance of such securities (including options, warrants,
rights and convertible or exchangeable debt) less, in each case, the sum of all
payments, fees, commissions and (in the case of Asset Sales, reasonable and
customary), expenses (including, without limitation, the fees and expenses of
legal counsel and investment banking fees and expenses) incurred in connection
with such Asset Sale, sale of Qualified Capital Stock or Capital Contribution,
and, in the case of an Asset Sale only, less the amount (estimated reasonably
and in good faith by the Company) of income, franchise, sales and other
applicable taxes required to be paid by the Company or any of its Subsidiaries
in connection with such Asset Sale in the taxable year that such sale is
consummated or in the immediately succeeding taxable year, the computation of
which shall take into account the reduction in tax liability resulting from any
available operating losses and net operating loss carryovers, tax credits and
tax credit carryforwards, and similar tax attributes.

     "Non-Recourse Indebtedness" means Indebtedness of a Person as to which
neither the Company nor any Subsidiary provides any guarantee, collateral or
other credit support of any kind whatsoever.

     "Notes Custodian" means the Trustee, as custodian with respect to the Notes
in global form, or any successor entity thereto.

     "Obligation" means any principal, premium or interest payment, or monetary
penalty, or damages, due by the Company or any Guarantor under the terms of the
Notes or this Indenture, including any Liquidated Damages due pursuant to the
terms of the Registration Rights Agreement.

                                      -16-

<PAGE>

     "Officer" means, with respect to any Person, the Chairman of the Board, the
Chief Executive Officer, the President, the Chief Operating Officer, the Chief
Financial Officer, the Treasurer, any Assistant Treasurer, the Controller, the
Secretary, any Assistant Secretary or any Vice President of such Person.

     "Officers' Certificate" means an officers' certificate to be delivered upon
the occurrence of certain events as set forth in this Indenture.

     "144A Global Note" means one or more Global Notes bearing the Private
Placement Legend that will be issued in an aggregate amount of denominations
equal in total to the outstanding principal amount of the Notes sold in reliance
on Rule 144A.

     "Opinion of Counsel" means an opinion from legal counsel who is reasonably
acceptable to the Trustee that meets the requirements of Sections 12.4 and 12.5.
The counsel may be an employee of or counsel to the Company or any Subsidiary of
the Company.

     "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 DTC, shall include Euroclear and
Clearstream).

     "Permitted Investment" means:

          (a)  any Investment in the Company or any Subsidiary of the Company or
     in any Person that immediately after giving effect to such Investment
     becomes a Subsidiary of the Company;

          (b)  any Investment in Cash Equivalents;

          (c)  intercompany notes to the extent permitted under Section 4.7;

          (d)  Investments in that certain public German company in which the
     Company has an Investment on the Issue Date, in an aggregate amount since
     the Issue Date not to exceed $15,000,000;

          (e)  other Investments in any Person or Persons; provided that after
     giving pro forma effect to each such Investment, the aggregate amount of
     all such Investments made on and after the Issue Date pursuant to this
     clause (e) that are outstanding (after giving effect to any such
     Investments that are returned to the Company or any Subsidiary of the
     Company that made such prior Investment, without restriction, in cash on or
     prior to the date of any such calculation, but only up to the amount of the
     Investment made under this clause (e) in such Person) at any time does not
     in the aggregate exceed $35,000,000 (measured by the value attributed to
     the Investment at the time made);

          (f)  any Investment made as a result of the receipt of non-cash
     consideration (other than Equity Interests) from an Asset Sale that
     complies with Section 4.12;

                                      -17-

<PAGE>

          (g)  any acquisition of assets solely in exchange for the issuance of
     Qualified Capital Stock of the Company;

          (h)  any Investment in connection with Interest Swap and Hedging
     Obligations otherwise permitted under this Indenture; and

          (i)  any Investment received (i) in satisfaction of judgments or (ii)
     as payment on a claim made in connection with any bankruptcy, liquidation,
     receivership or other insolvency proceeding.

     "Permitted Liens" means:

          (a)  Liens existing on the Issue Date;

          (b)  Liens imposed by governmental authorities for taxes, assessments
     or other charges not yet subject to penalty or which are being contested in
     good faith and by appropriate proceedings, if adequate reserves with
     respect thereto are maintained on the books and records of the Company in
     accordance with GAAP;

          (c)  statutory liens of carriers, warehousemen, mechanics,
     materialmen, landlords, repairmen or other like Liens arising by operation
     of law in the ordinary course of business; provided that (i) the underlying
     obligations are not overdue for a period of more than 30 days, or (ii) such
     Liens are being contested in good faith and by appropriate proceedings and
     adequate reserves with respect thereto are maintained on the books of the
     Company in accordance with GAAP;

          (d)  Liens securing the Notes, Additional Notes (to the extent issued
     in accordance with this Indenture) and the Exchange Notes;

          (e)  Liens securing Indebtedness of a Person existing at the time such
     Person becomes a Subsidiary of the Company or is merged with or into the
     Company or one of its Subsidiaries or Liens securing Indebtedness incurred
     in connection with an Acquisition; provided that such Liens were in
     existence prior to the date of such acquisition, merger or consolidation,
     were not incurred in anticipation thereof, and do not extend to any other
     assets;

          (f)  Liens arising from Purchase Money Indebtedness permitted to be
     incurred pursuant to this Indenture; provided that such Liens relate solely
     to the property which is subject to such Purchase Money Indebtedness;

          (g)  Liens arising from precautionary Uniform Commercial Code
     financing statement filings regarding operating leases entered into by the
     Company or any of its Subsidiaries in the ordinary course of business;

          (h)  Liens securing Refinancing Indebtedness incurred to refinance any
     Indebtedness that was previously so secured in a manner no more adverse to
     the Holders than

                                      -18-

<PAGE>

     the terms of the Liens securing such refinanced Indebtedness; provided that
     the Indebtedness secured is not increased and the Lien is not extended to
     any additional assets or property that would not have been security for the
     Indebtedness refinanced;

          (i)  Liens securing (a) Indebtedness under the Credit Facilities, (b)
     other Senior Debt or Guarantor Senior Debt or (c) Capitalized Lease
     Obligations, in each case, incurred in accordance with the terms of this
     Indenture;

          (j)  Liens securing Indebtedness of any Foreign Subsidiary incurred in
     accordance with the terms of this Indenture;

          (k)  Liens in favor of the Company or any Guarantor;

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

          (m)  Liens on the Equity Interests of Unrestricted Subsidiaries
     securing obligations of Unrestricted Subsidiaries to the extent permitted
     by the terms of this Indenture.

     "Person" or "person" means any corporation, individual, limited liability
company, joint stock company, joint venture, partnership, limited liability
partnership, unincorporated association, governmental regulatory entity,
country, state or political subdivision thereof, trust, municipality or other
entity.

     "Preferred Stock" means any Equity Interest of any class or classes of a
Person (however designated) which is preferred as to payments of dividends, or
as to distributions upon any liquidation or dissolution, over Equity Interests
of any other class of such Person.

     "Private Placement Legend" means the legend set forth in Section 2.6(g)(i)
to be placed on all Notes issued under this Indenture except where specifically
stated otherwise by the provisions of this Indenture.

     "Pro forma" or "pro forma" shall have the meaning set forth in Regulation
S-X of the Securities Act, unless otherwise specifically stated herein.

     "Purchase Money Indebtedness" of any Person means any Indebtedness of such
Person to any seller or other Person incurred solely to finance the acquisition
(including in the case of a Capitalized Lease Obligation, the lease),
construction, installation or improvement of any after acquired real or personal
tangible property which, is directly related to a Related Business of the
Company and which is incurred concurrently with (or within 180 days following)
such acquisition, construction, installation or improvement and is secured only
by the assets so financed.

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

                                      -19-

<PAGE>

     "Qualified Capital Stock" means any of the Capital Stock of the Company
that is not Disqualified Capital Stock.

     "Qualified Exchange" means:

          (a)  any legal defeasance, redemption, retirement, repurchase or other
     acquisition of Capital Stock of the Company or Indebtedness of the Company
     issued on or after the Issue Date with the Net Cash Proceeds received by
     the Company from the substantially concurrent sale of Qualified Capital
     Stock of the Company or, to the extent used to retire the Indebtedness of
     the Company (other than Disqualified Capital Stock) issued on or after the
     Issue Date, Subordinated Indebtedness of the Company;

          (b)  any issuance of Qualified Capital Stock of the Company in
     exchange for any of the Capital Stock of the Company or Indebtedness issued
     on or after the Issue Date; or

          (c)  any exchange of Subordinated Indebtedness of the Company for
     Subordinated Indebtedness of the Company issued on or after the Issue Date.

     "Rating Agency" means each of (a) S&P and (b) Moody's.

     "Record Date" means a Record Date specified in the Notes, whether or not
such date is a Business Day.

     "Reference Period" with regard to any Person means the four full fiscal
quarters (or such lesser period during which such Person has been in existence)
ended immediately preceding any date upon which any determination is to be made
pursuant to the terms of the Notes or this Indenture.

     "Refinancing Indebtedness" means Indebtedness or Disqualified Capital Stock

          (a)  issued in exchange for, or the proceeds from the issuance and
     sale of which, which are applied within 45 days of such issuance and sale
     to repay, redeem, defease, refund, refinance, discharge or otherwise retire
     for value, in whole or in part, or

          (b)  constituting an amendment, modification or supplement to, or a
     deferral or renewal of

(clauses (a) and (b) above, collectively, a "Refinancing" (and "Refinance" and
"Refinanced" shall have correlative meanings)) any Indebtedness (including
Disqualified Capital Stock) in a principal amount or, in the case of
Disqualified Capital Stock, liquidation preference not to exceed (after
deduction of reasonable and customary fees and expenses incurred in connection
with the Refinancing plus any premium paid in connection with such Refinancing
in an amount not exceeding the amount which is reasonably necessary, as
determined in good faith by the Board of Directors of the Company, to accomplish
such Refinancing) the lesser of

                                      -20-

<PAGE>

          (1)  the principal amount or, in the case of Disqualified Capital
     Stock, liquidation preference of the Indebtedness (including Disqualified
     Capital Stock) so Refinanced and

          (2)  if such Indebtedness being Refinanced was issued with an original
     issue discount, the accreted value thereof (as determined in accordance
     with GAAP) at the time of such Refinancing;

provided that

          (i)   (I) if the Indebtedness to be Refinanced is Indebtedness of the
     Company, only the Company shall be the obligor under such Refinancing
     Indebtedness and (II) if the Indebtedness to be Refinanced is Indebtedness
     of a Guarantor, only the Company or a Guarantor shall be the obligors under
     such Refinancing Indebtedness,

          (ii)  such Refinancing Indebtedness shall (A) not have an Average Life
     shorter than the Indebtedness (including Disqualified Capital Stock) to be
     so refinanced at the time of such Refinancing and (B) in all respects, be
     no less contractually subordinated or junior, if applicable, to the rights
     of Holders than was the Indebtedness (including Disqualified Capital Stock)
     to be refinanced,

          (iii) such Refinancing Indebtedness shall have a final stated maturity
     or redemption date, as applicable, no earlier than the final stated
     maturity or redemption date, as applicable, of the Indebtedness (including
     Disqualified Capital Stock) to be so refinanced or, if sooner, 91 days
     after the Stated Maturity of the Notes, and

          (iv)  such Refinancing Indebtedness shall be secured (if secured) in a
     manner no more adverse to the Holders than the terms of the Liens (if any)
     securing such refinanced Indebtedness, including, without limitation, the
     amount of Indebtedness secured shall not be increased.

     "Registration Rights Agreement" means the Exchange and Registration Rights
Agreement, dated as of the Issue Date, by and among the Company and the Initial
Purchasers, as such agreement may be amended, modified or supplemented from time
to time.

     "Reg S Permanent Global Note" means one or more permanent Global Notes
bearing the Private Placement Legend, that will be issued in an aggregate amount
of denominations equal in total to the outstanding principal amount of the Reg S
Temporary Global Note upon expiration of the Distribution Compliance Period.

     "Reg S Temporary Global Note" means one or more temporary Global Notes
bearing the Private Placement Legend and the Reg S Temporary Global Note Legend,
issued in an aggregate amount of denominations equal in total to the outstanding
principal  amount  of the  Notes  initially  sold in  reliance  on  Rule  903 of
Regulation S.

                                      -21-

<PAGE>

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

     "Regulation S" means Regulation S promulgated under the Securities Act, as
it may be amended from time to time, and any successor provision thereto.

     "Regulation S Global Note" means a Reg S Temporary Global Note or a Reg S
Permanent Global Note, as the case may be.

     "Related Business" means the business conducted (or proposed to be
conducted) by the Company and its Subsidiaries as of the Issue Date and any and
all businesses that in the good faith judgment of the Board of Directors of the
Company are materially related businesses.

     "Representative" means the indenture trustee or other trustee, agent or
representative for any Senior Debt.

     "Restricted Definitive Note" means one or more Definitive Notes bearing the
Private Placement Legend, issued under this Indenture.

     "Restricted Global Note" means one or more Global Notes bearing the Private
Placement Legend, issued under this Indenture; provided that in no case shall an
Exchange Note issued in accordance with this Indenture and the terms of the
Registration Rights Agreement be a Restricted Global Note.

     "Restricted Investment" means in one or a series of related transactions,
any Investment other than Permitted Investments.

     "Restricted Payment" means, with respect to any Person:

          (a)  the declaration or payment of any dividend or other distribution
     in respect of Equity Interests of such Person or any parent or Subsidiary
     of such Person;

          (b)  any payment on account of the purchase, redemption or other
     acquisition or retirement for value of Equity Interests of such Person or
     any Subsidiary or parent of such Person;

          (c)  other than (i) with the proceeds from the sale or issuance of
     Refinacing Indebtedness applied within 45 days of such sale or issuance, or
     (ii) in exchange for Refinancing Indebtedness, any purchase, redemption, or
     other acquisition or retirement for value of, any payment in respect of any
     amendment of the terms of or any defeasance of, any Subordinated
     Indebtedness (other than the Notes and the 2007 Notes), directly or
     indirectly, by such Person or a parent or Subsidiary of such Person prior
     to the scheduled maturity, any scheduled repayment of principal, or
     scheduled sinking fund payment, as the case may be, of such Indebtedness;
     and

                                      -22-

<PAGE>

          (d)  any Restricted Investment by such Person;

provided, however, that the term "Restricted Payment" does not include:

          (i)  any dividend, distribution or other payment on or with respect to
     Equity Interests of an issuer to the extent payable solely in shares of
     Qualified Capital Stock of such issuer, or

          (ii) any dividend, distribution or other payment to the Company, or to
     any Subsidiary of the Company, by the Company or any of its Subsidiaries.

     "Rule 144A" means Rule 144A promulgated under the Securities Act, as it may
be amended from time to time, and any successor provision thereto.

     "S&P" means Standard & Poor's Rating Service, a division of The McGraw-Hill
Companies, Inc., and its successors.

     "SEC" means the United States Securities and Exchange Commission, or any
successor agency.

     "Securities Act" means the Securities Act of 1933, as amended, and the
rules and regulations of the SEC promulgated thereunder.

     "Senior Debt" means Indebtedness of the Company (including any monetary
obligation in respect of the Credit Facilities, and any Accrued Bankruptcy
Interest incurred pursuant to the Credit Facilities in any proceeding under any
Bankruptcy Law) arising under the Credit Facilities or that is permitted to be
incurred under the terms of this Indenture unless the terms of the instrument
creating or evidencing such Indebtedness expressly provide that it is on a
parity with or subordinated in right of payment to the Notes; provided that in
no event shall Senior Debt include:

          (a)  Indebtedness of the Company to any Subsidiary of the Company or
     any officer, director or employee of the Company or any of its Subsidiaries
     or any other Affiliate,

          (b)  Indebtedness incurred in violation of the terms of this
     Indenture,

          (c)  trade payable or other Indebtedness to trade creditors,

          (d)  Disqualified Capital Stock,

          (e)  Capitalized Lease Obligations,

          (f)  any liability for taxes owed or owing by the Company, and

          (g)  the 2007 Notes.

                                      -23-

<PAGE>

     "Shelf Registration Statement" shall have the meaning set forth in the
Registration Rights Agreement.

     "Significant Subsidiary" shall have the meaning provided under Regulation
S-X of the Securities Act, as in effect on the Issue Date, except that all
references to "10%" in such Regulation shall be deemed to be references to "5%"
for purposes of this definition.

     "Special Record Date" means, for payment of any Defaulted Interest, a date
fixed by the Paying Agent pursuant to Section 2.12.

     "Stated Maturity" or "stated maturity" means, (a) with respect to any debt
security, the date specified in such debt security as the fixed date on which
the final installment of principal of such debt security is due and payable
(which shall mean August 15, 2013 with respect to the Notes) and (b) with
respect to any scheduled installment of principal of or interest on any debt
security, the date specified in such debt security as the fixed date on which
such installment is due and payable.

     "Subordinated Indebtedness" means Indebtedness of the Company that is
subordinated in right of payment by its terms or the terms of any document or
instrument relating thereto to the Notes.

     "Subsidiary," with respect to any Person, means:

          (a)  a corporation a majority of whose Equity Interests with voting
     power, under ordinary circumstances, to elect directors is at the time,
     directly or indirectly, owned by such Person, by such Person and one or
     more Subsidiaries of such Person or by one or more Subsidiaries of such
     Person,

          (b)  any other Person (other than a corporation) in which such Person,
     one or more Subsidiaries of such Person, or such Person and one or more
     Subsidiaries of such Person, directly or indirectly, at the date of
     determination thereof has at least majority ownership interest, or

          (c)  a partnership in which such Person or a Subsidiary of such Person
     is, at the time, a general partner and in which such Person, directly or
     indirectly, at the date of determination thereof has at least a majority
     ownership interest.

     Notwithstanding the foregoing, an Unrestricted Subsidiary shall not be a
"Subsidiary" of the Company or a "Subsidiary" of any of the Subsidiaries of the
Company. Unless the context requires otherwise, Subsidiary means each direct and
indirect Subsidiary of the Company.

     "Suspension Period" means the period (a) beginning on the date that:

          (1)  the Notes have Investment Grade Ratings by both Rating Agencies;
     provided that prior to the assignment of the Investment Grade Ratings the
     Company shall

                                      -24-

<PAGE>

     have advised the Rating Agencies that Suspended Covenants will not apply
     during the Suspension Period;

          (2)  no Default or Event of Default has occurred and is continuing;
     and

          (3)  the Company shall have delivered an Officers' Certificate to the
     Trustee certifying that the conditions set forth in clauses (1) and (2)
     above are satisfied;

and (b) ending on the date (the "Reversion Date") that either Rating Agency
withdraws its rating or downgrades the rating assigned to the Notes so that the
Notes cease to have Investment Grade Ratings from both Rating Agencies.

     "Transfer Restricted Notes" means Global Notes and Definitive Notes that
bear or are required to bear the Private Placement Legend, issued under this
Indenture.

     "Treasury Rate" means, as of any Redemption Date, the yield to maturity as
of that Redemption Date of United States Treasury securities with a constant
maturity (as compiled and published in the most recent Federal Reserve
Statistical Release H.15(519) that has become publicly available at least two
Business Days before the Redemption Date (or, if that Statistical Release is no
longer published, any publicly available source of similar market data)) most
nearly equal to the period from the Redemption Date to August 15, 2008;
provided, however, that if the period from the Redemption Date to August 15,
2008 is less than one year, the weekly average yield on actually traded United
States Treasury securities adjusted to a constant maturity of one year shall be
used.

     "Trustee" means the party named as such above until a successor replaces it
in accordance with the applicable provisions of this Indenture and thereafter
means such successor serving hereunder.

     "2007 Notes" means the Company's 11 5/8% Senior Subordinated Notes due
2007.

     "Unrestricted Definitive Note" means one or more Definitive Notes that do
not bear and are not required to bear the Private Placement Legend, issued under
this Indenture.

     "Unrestricted Global Note" means one or more permanent Global Notes
representing a series of Notes that does not bear and is not required to bear
the Private Placement Legend, issued under this Indenture.

     "Unrestricted Subsidiary" means any subsidiary of the Company that does not
own any Capital Stock of, or own or hold any Lien on any property of, the
Company or any of its Subsidiaries and that, at the time of determination, shall
be an Unrestricted Subsidiary (as designated by the Board of Directors of the
Company); provided that such subsidiary at the time of such designation:

          (a)  has no Indebtedness other than Non-Recourse Indebtedness,

                                      -25-

<PAGE>

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

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

          (d)  has not guaranteed or otherwise directly or indirectly provided
     credit support for any Indebtedness of the Company or any of its
     Subsidiaries, other than Guarantees of the Notes.

     Subject to Section 4.16, the Board of Directors of the Company may
designate any Unrestricted Subsidiary to be a Subsidiary; provided that (x) no
Default or Event of Default is existing or will occur as a consequence thereof
and (y) immediately after giving effect to such designation, on a pro forma
basis, the Company could incur at least $1.00 of Indebtedness pursuant to the
Debt Incurrence Ratio set forth in Section 4.7. Each such designation shall be
evidenced by filing with the Trustee a certified copy of the resolution giving
effect to such designation and an Officers' Certificate certifying that such
designation complied with the foregoing conditions.

     "U.S. Government Obligations" means direct non-callable obligations of, or
non-callable obligations guaranteed by, the United States of America for the
payment of which obligation or guarantee the full faith and credit of the United
States of America is pledged.

     "U.S. Person" means a U.S. person as defined in Rule 902 under the
Securities Act.

     "Voting Equity Interests" means Equity Interests which at the time are
entitled to vote in the election of, as applicable, directors, members or
partners generally.

     "Wholly Owned Subsidiary" means a Subsidiary all the Equity Interests of
which (other than directors' qualifying shares to the extent required by
applicable law) are owned by the Company and/or one or more of its Wholly Owned
Subsidiaries.

Section 1.2    Other Definitions.
               -----------------

                                                               Defined
     Term                                                    in Section
     --------------------------------------------------     ------------
     "Additional Notes"................................     2.2
     "Affiliate Transaction"...........................     4.11
     "Asset Sale"......................................     4.12
     "Asset Sale Offer"................................     4.12
     "Asset Sale Offer Amount".........................     4.12

                                      -26-

<PAGE>

                                                               Defined
     Term                                                    in Section
     --------------------------------------------------     ------------
     "Asset Sale Offer Period".........................     4.12
     "Asset Sale Offer Price"..........................     4.12
     "Authentication Order"............................     2.2
     "Bankruptcy Law"..................................     6.1
     "Benefited Party".................................     10.1
     "Change of Control Offer".........................     4.13
     "Change of Control Offer Period"..................     4.13
     "Change of Control Purchase Date".................     4.13
     "Change of Control Purchase Price"................     4.13
     "Covenant Defeasance".............................     8.3
     "Custodian".......................................     6.1
     "Debt Incurrence Ratio"...........................     4.7
     "Defaulted Interest"..............................     2.12
     "Designation Date"................................     4.9
     "DTC".............................................     2.3
     "Excess Proceeds".................................     4.12
     "Guarantee Obligations"...........................     10.1
     "incur" or "incurrence"...........................     4.7
     "Incurrence Date".................................     4.7
     "Legal Defeasance"................................     8.2
     "Non-payment Default".............................     11.2
     "Paying Agent"....................................     2.3
     "Payment Blockage Period".........................     11.2
     "Payment Default".................................     11.2
     "Payment Notice"..................................     11.2
     "Registrar".......................................     2.3
     "Redemption Date".................................     3.7
     "Reversion Date"..................................     1.1 (definition of
                                                            "Suspension Period")

Section 1.3    Incorporation by Reference of Trust Indenture Act.
               -------------------------------------------------

     Whenever this Indenture refers to a provision of the TIA, such provision is
incorporated by reference in and made a part of this Indenture.

     The following TIA terms used in this Indenture have the following meanings:

     "Commission" means the SEC;

     "indenture securities" means the Notes;

     "indenture security holder" means a Holder of a Note;

                                      -27-

<PAGE>

     "indenture to be qualified" means this Indenture;

     "indenture trustee" or "institutional trustee" means the Trustee;

     "obligor" on the Notes means the Company, each Guarantor and any successor
obligor upon the Notes.

     All other terms used in this Indenture that are defined by the TIA, defined
by TIA reference to another statute or defined by SEC rule under the TIA have
the meanings so assigned to them.

Section 1.4    Rules of Construction.
               ---------------------

     Unless the context otherwise requires:

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

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

          (iii)  "or" is not exclusive;

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

          (v)    provisions apply to successive events and transactions;

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

          (vii)  references to sections of or rules under the Securities Act and
     the Exchange Act shall be deemed to include substitute, replacement of
     successor sections or rules adopted by the SEC from time to time; and

          (viii) unless otherwise required by the context, references to
     "Section" or "Article" are references to a Section or Article of this
     Indenture.

                                   ARTICLE II

                                    THE NOTES

Section 2.1    Form and Dating.
               ---------------

     (a)  General. The Notes and the Trustee's certificate of authentication
shall be substantially in the form of Exhibit A hereto. 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 $1,000 and integral multiples thereof.

                                      -28-

<PAGE>

     The terms and provisions contained in the Notes shall constitute, and are
hereby expressly made, a part of this Indenture and the Company, any Guarantors
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)  Global Notes. Notes issued in global form 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 Notes
Custodian, at the direction of the Trustee, in accordance with instructions
given by the Holder thereof as required by Section 2.6 hereof.

     (c)  Euroclear and Clearstream Procedures Applicable. The provisions of the
"Operating Procedures of the Euroclear System" and "Terms and Conditions
Governing Use of Euroclear" and the "General Terms and Conditions of
Clearstream" and "Customer Handbook" of Clearstream (or any successor document
setting forth the procedures, terms and/or conditions of Euroclear or
Clearstream, as applicable) in effect at the relevant time shall be applicable
to transfers of beneficial interests in the Regulation S Global Notes that are
held by Participants through Euroclear or Clearstream, as applicable.

Section 2.2    Execution and Authentication.
               ----------------------------

     One or more Officers shall sign the Notes for the Company by manual or
facsimile signature. 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. 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. The Trustee shall, upon a written order of
the Company signed by an Officer (an "Authentication Order"), authenticate Notes
for issuance up to the aggregate principal amount stated in such Authentication
Order. 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.

     The Trustee shall, pursuant to an Authentication Order, initially
authenticate Notes for original issue on the Issue Date in an aggregate
principal amount of $225,000,000 (other than as provided in Section 2.7). The
Trustee shall authenticate Notes thereafter in unlimited amount, so

                                      -29-

<PAGE>

long as permitted by the terms of this Indenture, including without limitation
Section 4.7 (such Notes, "Additional Notes"), for original issue pursuant to an
Authentication Order, in aggregate principal amount as specified in such order
(other than as provided in Section 2.7). Any Additional Notes issued subsequent
to the Issue Date shall be treated as a single class with the Notes issued on
the Issue Date for all purposes under this Indenture, including without
limitation waivers, amendments, redemptions, Asset Sale Offers and Change of
Control Offers.

Section 2.3    Registrar, Paying Agent and Depositary.
               --------------------------------------

     The Company shall maintain an office or agency in the Borough of Manhattan,
The City of New York, 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. The Company initially appoints The Depository Trust
Company ("DTC") to act as Depositary with respect to the Global Notes. The
Company initially appoints the Trustee to act as the Registrar and Paying Agent
and to act as Notes Custodian with respect to the Global Notes.

Section 2.4    Paying Agent to Hold Money in Trust.
               -----------------------------------

     The Company shall require each Paying Agent other than the Trustee to agree
in writing that the Paying Agent will hold in trust for the benefit of Holders
or the Trustee all money held by the Paying Agent for the payment of principal,
premium or Liquidated Damages, if any, or interest on the Notes, and will notify
the Trustee in writing of any default by the Company in making any such payment.
While any such default continues, the Trustee may require a Paying Agent and in
such event any such Paying Agent shall have the obligation 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. Upon payment over to the Trustee, the
Paying Agent (if other than the Company or a Subsidiary) shall have no further
liability for such money. If the Company or a Subsidiary acts as Paying Agent,
it shall segregate and hold in a separate trust fund for 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 2.5    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, or shall cause the Registrar
(if other than the Company) to 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

                                      -30-

<PAGE>

list in such form and as of such date as the Trustee may reasonably require of
the names and addresses of the Holders of Notes and the Company shall otherwise
comply with TIA Section 312(a).

Section 2.6    Transfer and Exchange.
               ---------------------

     (a)  Transfer and Exchange of Global Notes. A Global Note may not be
transferred except as a whole (but not in part) 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. Global Notes
will be exchanged by the Company for Definitive Notes if (i) the Company
delivers to the Trustee notice from the Depositary that (A) the Depositary is
unwilling or unable to continue to act as Depositary for the Global Notes or (B)
the Depositary is no longer a clearing agency registered under the Exchange Act
and, in either case, the Company fails to appoint a successor Depositary within
90 days after the date of such notice from the Depositary, (ii) the Company in
its sole discretion determines that the Global Notes (in whole but not in part)
should be exchanged for Definitive Notes and delivers a written notice to such
effect to the Trustee or (iii) upon request of the Trustee or Holders of a
majority of the aggregate principal amount of outstanding Notes if there shall
have occurred and be continuing a Default or Event of Default with respect to
the Notes; provided that in no event shall the Reg S Temporary Global Note be
exchanged by the Company for Definitive Notes prior to (A) the expiration of the
Distribution Compliance Period and (B) the receipt by the Registrar of any
certificate identified by the Company and its counsel to be required pursuant to
Rule 903 or Rule 904 under the Securities Act. Upon the occurrence of any of the
preceding events in (i), (ii) or (iii) above, Definitive Notes shall be issued
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 2.7
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 2.6 or
Section 2.7 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 2.6(a); however, beneficial interests in
a Global Note may be transferred and exchanged as provided in Section 2.6(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 subparagraph (i) or (ii) below, as applicable, as well as one or more of
the other following subparagraphs, 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; provided, however,
     that prior to the expiration of the Distribution Compliance Period,
     transfers of beneficial interests in the Reg S Temporary Global Note may
     not be made to a U.S. Per-

                                      -31-

<PAGE>

     son 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. No written orders or
     instructions shall be required to be delivered to the Registrar to effect
     the transfers described in this Section 2.6(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 2.6(b)(i) above, the transferor
     of such beneficial interest must deliver to the Registrar either (A) (1) an
     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) (1) an 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; provided that in no event shall Definitive
     Notes be issued upon the transfer or exchange of beneficial interests in
     the Reg S Temporary Global Note prior to (x) the expiration of the
     Distribution Compliance Period and (y) the receipt by the Registrar of any
     certificates identified by the Company or its counsel to be required
     pursuant to Rule 903 and Rule 904 under the Securities Act. Upon
     consummation of an Exchange Offer by the Company in accordance with Section
     2.6(f) hereof, the requirements of this Section 2.6(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 2.6(h) hereof.

          (iii)  Transfer of Beneficial Interests 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 2.6(b)(ii) above and the
     Registrar receives 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; and

                 (B)  if the transferee will take delivery in the form of a
          beneficial interest in the Reg S Temporary Global Note or the Reg S
          Permanent Global Note,

                                      -32-

<PAGE>

          then the transferor must deliver a certificate in the form of Exhibit
          B hereto, including the certifications in item (2) thereof.

          (iv)   Transfer and Exchange of Beneficial Interests in a Restricted
     Global Note for Beneficial Interests in the 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 the form of a
     beneficial interest in an Unrestricted Global Note if the exchange or
     transfer complies with the requirements of Section 2.6(b)(ii) above and:

                 (A)  such exchange or transfer is effected pursuant to the
          Exchange Offer in accordance with the Registration Rights Agreement
          and Section 2.6(f) hereof, 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 receives 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 subparagraph (D), if the Registrar so requests or if the
          Applicable Procedures so require, an Opinion of Counsel in form, and
          from legal counsel, reasonably acceptable to the Registrar 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 subparagraph (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 2.2 hereof, the Trustee shall authenticate one or
     more Unrestricted Global Notes in an aggregate princi-

                                      -33-

<PAGE>

     pal amount equal to the aggregate principal amount of beneficial interests
     transferred pursuant to subparagraph (B) or (D) above.

          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.

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

          (i)    Beneficial Interests in Restricted Global Notes to Restricted
     Definitive Notes. 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 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
          Person other than a 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 subparagraphs (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,
          if 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

                                      -34-

<PAGE>

                 (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
     Restricted Global Note to be reduced accordingly pursuant to Section 2.6(h)
     hereof, and the Company shall execute and, upon receipt of an
     Authentication Order pursuant to Section 2.2, the Trustee shall
     authenticate and deliver to the Person designated in the instructions a
     Restricted Definitive Note in the appropriate principal amount.

          Any Restricted Definitive Note issued in exchange for a beneficial
     interest in a Restricted Global Note pursuant to this Section 2.6(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 deliver such Restricted Definitive
     Notes to the Persons in whose names such Notes are so registered. Any
     Restricted Definitive Note issued in exchange for a beneficial interest in
     a Restricted Global Note pursuant to this Section 2.6(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. 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 Section 2.6(f) hereof, 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 receives the following: (1) if the holder of
          such beneficial interest in a Restricted Global Note proposes to
          exchange such beneficial interest for a Definitive Note that does not
          bear the Private Placement Legend, 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

                                      -35-

<PAGE>

          Restricted Global Note proposes to transfer such beneficial interest
          to a Person who shall take delivery thereof in the form of a
          Definitive Note that does not bear the Private Placement Legend, 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 subparagraph (D), if the Registrar so requests
          or if the Applicable Procedures so require, an Opinion of Counsel in
          form, and from legal counsel, reasonably acceptable to the Registrar
          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.

          (iii)  Beneficial Interests in Unrestricted Global Notes to
     Unrestricted Definitive Notes. If any holder of a beneficial interest in an
     Unrestricted Global Note proposes to exchange such beneficial interest for
     an Unrestricted Definitive Note or to transfer such beneficial interest to
     a Person who takes delivery thereof in the form of an Unrestricted
     Definitive Note, then, upon satisfaction of the conditions set forth in
     Section 2.6(b)(ii) hereof, the Trustee shall cause the aggregate principal
     amount of the applicable Unrestricted Global Note to be reduced accordingly
     pursuant to Section 2.6(h) hereof, and the Company shall execute and, upon
     receipt of an Authentication Order pursuant to Section 2.2, the Trustee
     shall authenticate and deliver to the Person designated in the instructions
     an Unrestricted Definitive Note in the appropriate principal amount. Any
     Unrestricted Definitive Note issued in exchange for a beneficial interest
     pursuant to this Section 2.6(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 deliver such Unrestricted Definitive Notes to the Persons in
     whose names such Notes are so registered. Any Unrestricted Definitive Note
     issued in exchange for a beneficial interest pursuant to this Section
     2.6(c)(iii) shall not bear the Private Placement Legend.

          (iv)   Transfer or Exchange of Reg S Temporary Global Notes.
     Notwithstanding the other provisions of this Section 2.6, a beneficial
     interest in the Reg S Temporary Global Note may not be (A) exchanged for a
     Definitive Note prior to (1) the expiration of the Distribution Compliance
     Period (unless such exchange is effected by the Company, does not require
     an investment decision on the part of the holder thereof and does not
     violate the provisions of Regulation S) and (2) the receipt by the
     Registrar of any certificates identified by the Company or its counsel to
     be required pursuant to Rule 903(b)(3)(B) under the Securities Act or (B)
     transferred to a Person who takes delivery thereof in the form of a
     Definitive Note prior to the events set forth in clause (A) above or unless
     the transfer is pursuant to an exemption from the registration requirements
     of the Securities Act other than Rule 903 or Rule 904.

                                      -36-

<PAGE>

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

          (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 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 Person other than a 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 subparagraphs (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,
          if applicable;

                 (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 appropri-

                                      -37-

<PAGE>

     ate Restricted Global Note, in the case of clause (B) above, the 144A
     Global Note and, in the case of clause (C) above, the Regulation S 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 Section 2.6(f) hereof, 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 receives the following: (1) if the Holder of
          such Restricted 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
          Restricted 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
          subparagraph (D), if the Registrar so requests or if the Applicable
          Procedures so require, an Opinion of Counsel, and from legal counsel,
          in form reasonably acceptable to the Registrar 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 subparagraphs in
     this Section 2.6(d)(ii), the Trustee shall cancel the Restricted Definitive
     Notes so transferred or exchanged 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 Definitive Notes to a

                                      -38-

<PAGE>

     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.

          If any such exchange or transfer from a Definitive Note to a
     beneficial interest is effected pursuant to subparagraphs (ii)(B), (ii)(D)
     or (iii) of this Section 2.6(d) 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 2.2 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 2.6(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
2.6(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, if applicable.

                                      -39-

<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 Section 2.6(f) hereof, 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 receives 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 subparagraph (D), if the Registrar so requests or if the
          Applicable Procedures so require, an Opinion of Counsel in form, and
          from legal counsel, reasonably acceptable to the Registrar 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.

          (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 in accordance with Section 2.2 and an
Opinion of Counsel for the Company as to certain matters discussed in this
Section 2.6(f), the Trustee shall authenticate (i) one or more Unrestricted
Global Notes in an aggregate principal amount equal to the sum of (A) the
principal amount of the beneficial interests in the Restricted Global Notes
tendered for acceptance by Per-

                                      -40-

<PAGE>

sons that certify in the applicable Letters of Transmittal that (1) they are not
Broker-Dealers, (2) they are not participating in a distribution of the Exchange
Notes and (3) they are not affiliates (as defined in Rule 144) of the Company,
and accepted for exchange in the Exchange Offer and (B) the principal amount of
Definitive Notes exchanged or transferred for beneficial interests in
Unrestricted Global Notes in connection with the Exchange Offer pursuant to
Section 2.6(d)(ii) and (ii) Definitive Notes in an aggregate principal amount
equal to the principal amount of the Restricted Definitive Notes accepted for
exchange in the Exchange Offer (other than Definitive Notes described in clause
(i)(B) immediately above). 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, upon
receipt of an Authentication Order pursuant to Section 2.2, the Trustee shall
authenticate and deliver to the Persons designated by the Holders of Definitive
Notes so accepted Definitive Notes in the appropriate principal amount.

     The Opinion of Counsel for the Company referenced above shall state that:

          (1)  the issuance and sale of the Exchange Notes by the Company have
     been duly authorized and, when executed and authenticated in accordance
     with the provisions of this Indenture and delivered in exchange for Series
     A Notes in accordance with this Indenture and the Exchange Offer, will be
     valid and binding obligations of the Company, enforceable against the
     Company in accordance with their terms except as the enforceability thereof
     may be limited by (A) bankruptcy, fraudulent transfer, insolvency,
     reorganization, moratorium or similar laws affecting creditors' rights
     generally and (B) equitable principles of general applicability (regardless
     of whether enforceability is considered at equity or in law); and

          (2)  if applicable, when the Exchange Notes are executed and
     authenticated in accordance with the provisions of this Indenture and
     delivered in exchange for Series A Notes in accordance with this Indenture
     and the Exchange Offer, the Guarantees by the Guarantors endorsed thereon
     will be valid and binding obligations of the Guarantors, enforceable
     against the Guarantors in accordance with their terms except as the
     enforceability thereof may be limited by (A) bankruptcy, fraudulent
     transfer, insolvency, reorganization, moratorium or similar laws affecting
     creditors' rights generally and (B) equitable principles of general
     applicability (regardless of whether enforceability is considered at equity
     or in law).

     (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 subparagraph (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:

                                      -41-

<PAGE>

                 "THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
                 UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
                 "SECURITIES ACT"), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR
                 OTHERWISE TRANSFERRED EXCEPT (A) (1) TO A PERSON WHO THE SELLER
                 REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN
                 THE MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING
                 FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
                 INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS
                 OF RULE 144A, (2) IN AN OFFSHORE TRANSACTION COMPLYING WITH
                 RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT,
                 (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE
                 SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE),
                 (4) TO AN INSTITUTIONAL ACCREDITED INVESTOR IN A TRANSACTION
                 EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
                 OR (5) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER
                 THE SECURITIES ACT AND (B) IN ACCORDANCE WITH ALL APPLICABLE
                 SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER
                 JURISDICTIONS.

                 AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION," "U.S. PERSON"
                 AND "UNITED STATES" HAVE THE MEANINGS GIVEN TO THEM BY RULE 902
                 OF REGULATION S UNDER THE SECURITIES ACT. THE INDENTURE
                 CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE TO
                 REGISTER ANY TRANSFER OF THIS NOTE IN VIOLATION OF THE
                 FOREGOING."

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

          (ii)   Global Note Legend. To the extent required by the Depositary,
     each Global Note shall bear legends in substantially the following forms:

          "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

                                      -42-

<PAGE>

          PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE
          SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.6 OF
          THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT
          IN PART PURSUANT TO SECTION 2.6(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."

          (iii)  Reg S Temporary Global Note Legend. To the extent required by
     the Depositary, each Reg S Temporary Global Note shall bear a legend in
     substantially the following form:

          "THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND
          THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR DEFINITIVE
          NOTES, ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN). NEITHER
          THE HOLDER NOR THE BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY
          GLOBAL NOTE SHALL BE ENTITLED TO RECEIVE CASH PAYMENTS OF INTEREST
          DURING THE PERIOD WHICH SUCH HOLDER HOLDS

                                      -43-

<PAGE>

          THIS NOTE. NOTHING IN THIS LEGEND SHALL BE DEEMED TO PREVENT INTEREST
          FROM ACCRUING ON THIS NOTE."

     (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
cancelled in whole and not in part, each such Global Note shall be returned to
or retained and cancelled 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 the Trustee shall authenticate Global Notes and
     Definitive Notes upon receipt of an Authentication Order.

          (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, 3.6, 4.12, 4.13 and 9.5 hereof).

          (iii)  The Registrar shall not be required to register the transfer of
     or exchange any Note selected for redemption in whole or in part, except
     the unredeemed portion of any Note being redeemed in part.

          (iv)   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
     Indebtedness, and entitled to the same benefits under this Indenture, as
     the Global Notes or Definitive Notes surrendered upon such registration of
     transfer or exchange.

          (v)    The Company shall not be required (A) to issue, to register the
     transfer of or to exchange any Notes during a period beginning at the
     opening of business 15 days before the day of any selection of Notes for
     redemption under Section 3.2 hereof and ending at the close of business on
     the day of selection, (B) to register the transfer of or to exchange any
     Note so selected for redemption in whole or in part, except the unredeemed

                                      -44-

<PAGE>

     portion of any Note being redeemed in part or (C) to register the transfer
     of or to exchange a Note between a Record Date and the next succeeding
     Interest Payment Date.

          (vi)   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.

          (vii)  The Trustee shall authenticate Global Notes and Definitive
     Notes in accordance with the provisions of Section 2.2 hereof.

          (viii) All certifications, certificates and Opinions of Counsel
     required to be submitted to the Registrar pursuant to this Section 2.6 to
     effect a registration of transfer or exchange may be submitted by
     facsimile.

          Notwithstanding anything herein to the contrary, as to any
     certifications and certificates delivered to the Registrar pursuant to this
     Section 2.6, the Registrar's duties shall be limited to confirming that any
     such certifications and certificates delivered to it are in the form of
     Exhibits A, B, C and D attached hereto. The Registrar shall not be
     responsible for confirming the truth or accuracy of representations made in
     any such certifications or certificates.

Section 2.7    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 supplied by the Holder that is sufficient in both 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 2.8    Outstanding Notes.
               -----------------

     The Notes outstanding at any time are all the Notes authenticated by the
Trustee (including any Note represented by a Global Note) except for those
cancelled 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 as not outstanding.
Except as set forth in Section 2.9 hereof, a Note does not cease to be
outstanding because the Company or an Affiliate of the Company holds the Note.
If a Note is replaced pursuant to Section 2.7 hereof, such Note, together with
the Guarantee of that particular Note endorsed thereon, ceases to be outstanding
unless the Trustee receives proof satisfactory to it that the replaced Note is
held

                                      -45-

<PAGE>

by a bona fide purchaser. If the principal amount of any Note is considered paid
under Section 4.1 hereof, it ceases to be outstanding and interest on it ceases
to accrue. If the Paying Agent (other than the Company, a Subsidiary or an
Affiliate of any thereof) holds, on a redemption date or the maturity date,
money sufficient to pay Notes payable on that date, then on and after that date
such Notes shall be deemed to be no longer outstanding and shall cease to accrue
interest.

Section 2.9   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 Person directly or indirectly controlling or controlled by or
under direct or indirect common control with 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 Definitive 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. 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, 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 requirement of the Exchange
Act). Certification of the destruction of all cancelled Notes shall be delivered
to the Company. Subject to Section 2.7 hereof, 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.
              ------------------

     Any interest on any Note which is payable, but is not punctually paid or
duly provided for, on any Interest Payment Date plus, to the extent lawful, any
interest payable on the defaulted interest at the rate and in the manner
provided in Section 4.1 hereof and in the Note (herein called "Defaulted
Interest") shall forthwith cease to be payable to the registered holder on the
relevant Record Date, and such Defaulted Interest may be paid by the Company, at
its election in each case, as provided in clause (a) or (b) below.

                                      -46-

<PAGE>

          (a)  The Company may elect to make payment of any Defaulted Interest
     to the Persons in whose names the Notes are registered at the close of
     business on a Special Record Date for the payment of such Defaulted
     Interest, which shall be fixed in the following manner. The Company shall
     notify the Trustee and the Paying Agent in writing of the amount of
     Defaulted Interest proposed to be paid on each Note and the date of the
     proposed payment, and at the same time the Company shall deposit with the
     Paying Agent an amount of cash equal to the aggregate amount proposed to be
     paid in respect of such Defaulted Interest or shall make arrangements
     reasonably satisfactory to the Paying Agent for such deposit prior to the
     date of the proposed payment, such cash when deposited to be held in trust
     for the benefit of the Persons entitled to such Defaulted Interest as
     provided in this clause (a). Thereupon the Paying Agent shall fix a
     "Special Record Date" for the payment of such Defaulted Interest which
     shall be not more than 15 days and not less than 10 days prior to the date
     of the proposed payment and not less than 10 days after the receipt by the
     Paying Agent of the notice of the proposed payment. The Paying Agent shall
     promptly notify the Company and the Trustee of such Special Record Date
     and, in the name and at the expense of the Company, shall cause notice of
     the proposed payment of such Defaulted Interest and the Special Record Date
     therefor to be mailed, first-class postage prepaid, to each Holder at its
     address as it appears in the Note register maintained by the Registrar not
     less than 10 days prior to such Special Record Date. Notice of the proposed
     payment of such Defaulted Interest and the Special Record Date therefor
     having been mailed as aforesaid, such Defaulted Interest shall be paid to
     the persons in whose names the Notes (or their respective predecessor
     Notes) are registered on such Special Record Date and shall no longer be
     payable pursuant to the following clause (b).

          (b)  The Company may make payment of any Defaulted Interest in any
     other lawful manner not inconsistent with the requirements of any
     securities exchange on which the Notes may be listed, and upon such notice
     as may be required by such exchange, if, after notice given by the Company
     to the Trustee and the Paying Agent of the proposed payment pursuant to
     this clause, such manner shall be deemed practicable by the Trustee and the
     Paying Agent.

     Subject to the foregoing provisions of this Section, each Note delivered
under this Indenture upon registration of transfer of or in exchange for or in
lieu of any other Note shall carry the rights to interest accrued and unpaid,
and to accrue, which were carried by such other Note.

Section 2.13  CUSIP Numbers.
              -------------

     The Company in issuing the Notes may use "CUSIP" numbers (if then generally
in use), and, if so, the Trustee shall use "CUSIP" numbers in notices of
redemption as a convenience to Holders; provided 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" numbers.

                                      -47-

<PAGE>

                                   ARTICLE III

                                   REDEMPTION

Section 3.1   Notices to Trustee.
              ------------------

     If the Company elects to redeem Notes pursuant to the redemption provisions
of Section 3.7 hereof, it shall furnish to the Trustee, at least 30 days (unless
a shorter period is acceptable to the Trustee) but not more than 60 days (unless
a longer period is acceptable to the Trustee) before a Redemption Date, an
Officers' Certificate setting forth (a) the clause of this Indenture pursuant to
which the redemption shall occur, (b) the Redemption Date, (c) the principal
amount of Notes to be redeemed and (d) the redemption price.

Section 3.2   Selection of Notes to Be Redeemed.
              ---------------------------------

     (a)  If less than all of the Notes are to be redeemed at any time, the
Trustee shall select the Notes or portions thereof to be redeemed among the
Holders of the Notes in compliance with the requirements of the principal
national securities exchange, if any, on which the Notes are listed or, if the
Notes are not so listed, on a pro rata basis, by lot or in accordance with any
other method the Trustee considers appropriate and fair. Any such determination
shall be conclusive. In the event of partial redemption by lot, the particular
Notes to be redeemed shall be selected, unless otherwise provided herein, not
less than 30 days nor more than 60 days prior to the Redemption Date by the
Trustee from the outstanding Notes not previously called for redemption.

     (b)  The Trustee shall promptly notify the Company in writing of the Notes
selected for redemption and, in the case of any Note selected for partial
redemption, the principal amount thereof to be redeemed. The Notes may be
redeemed in part in multiples of $1,000 only. Notes and portions of Notes in
denominations of larger than $1,000 selected shall be in amounts of $1,000 or
integral multiples of $1,000; except that if all of the Notes of a Holder are to
be redeemed, the entire outstanding amount of Notes held by such Holder, even if
not an integral multiple of $1,000, shall be redeemed. Except as provided in the
preceding sentence, provisions of this Indenture that apply to Notes called for
redemption also apply to portions of Notes called for redemption.

Section 3.3   Notice of Redemption.
              --------------------

     (a)  Subject to the provisions of Section 3.7 hereof, at least 30 days but
not more than 60 days before a Redemption Date, the Company shall mail or cause
to be mailed, by first class mail, a notice of redemption to each Holder whose
Notes are to be redeemed at its registered address.

     (b)  The notice shall identify the Notes to be redeemed and shall state:

          (i)    the Redemption Date;

          (ii)   the redemption price;

                                      -48-

<PAGE>

          (iii)  if any Note is being redeemed in part, the portion of the
     principal amount equal to the unredeemed portion thereof and that, after
     the Redemption Date upon surrender of such Note, a new Note or Notes in
     principal amount equal to the unredeemed portion shall be issued upon
     cancellation of the original Note;

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

          (v)    that Notes or portions thereof called for redemption must be
     surrendered to the Paying Agent to collect the redemption price;

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

          (vii)  the paragraph of the Notes and/or Section of this Indenture
     pursuant to which the Notes or portions thereof called for redemption are
     being redeemed; and

          (viii) that no representation is made as to the correctness or
     accuracy of the CUSIP number, if any, listed in such notice or printed on
     the Notes.

     (c)  At the written request of the Company, the Trustee shall give the
notice of redemption in the Company's name and at its expense.

Section 3.4   Effect of Notice of Redemption.
              ------------------------------

     Once notice of redemption is mailed in accordance with Section 3.3 hereof,
Notes called for redemption become irrevocably due and payable on the Redemption
Date at the redemption price. A notice of redemption may not be conditional.

Section 3.5   Deposit of Redemption Price.
              ---------------------------

     On or prior to each Redemption Date, the Company shall deposit with the
Trustee or with the Paying Agent immediately available funds sufficient to pay
the redemption price of and accrued and unpaid interest (and Liquidated Damages,
if any) on all Notes to be redeemed on that date. The Trustee or the Paying
Agent shall promptly return to the Company any money deposited with the Trustee
or the Paying Agent by the Company in excess of the amounts necessary to pay the
redemption price of, and accrued and unpaid interest (and Liquidated Damages, if
any) on, all Notes to be redeemed.

     If the Company complies with the provisions of the preceding paragraph, on
and after such Redemption Date, interest shall cease to accrue on the Notes or
the portions of Notes called for redemption. If a Note is redeemed on or after
an interest Record Date but on or prior to the related Interest Payment Date,
then any accrued and unpaid interest (and Liquidated Damages, if any) shall be
paid to the Person in whose name such Note was registered at the close of
business on such Record Date. If any Note called for redemption shall not be so
paid upon surrender for redemption because of the failure of the Company to
comply with the preceding paragraph, in-

                                      -49-

<PAGE>

terest shall be paid on the unpaid principal, from such Redemption Date until
such principal is paid, and to the extent lawful on any interest not paid on
such unpaid principal, in each case at the rate provided in the Notes and in
Section 4.1 hereof.

Section 3.6   Notes Redeemed in Part.
              ----------------------

     Upon surrender of a Note that is redeemed in part, the Company shall issue
and, upon receipt of an Authentication Order, the Trustee shall authenticate for
the Holder at the expense of the Company a new Note equal in principal amount to
the unredeemed portion of the Note surrendered.

Section 3.7   Optional Redemption.
              -------------------

     Except as set forth below in this Section 3.7, the Notes shall not be
redeemable by the Company.

          (a)  The Notes shall be redeemable for cash at the option of the
     Company, in whole or in part, at any time prior to August 15, 2008, at a
     redemption price equal to 100% of the principal amount thereof plus the
     Applicable Premium as of, and accrued and unpaid interest and Liquidated
     Damages, if any, thereon to, the applicable date of redemption of the Notes
     ("Redemption Date").

          (b)  The Notes shall be redeemable for cash at the option of the
     Company, in whole or in part, at any time on or after August 15, 2008, at
     the following redemption prices (expressed as percentages of the principal
     amount) if redeemed during the 12-month period commencing August 15 of the
     years indicated below, in each case (subject to the right of Holders of
     record on a Record Date to receive the corresponding interest due (and the
     corresponding Liquidated Damages, if any) on the corresponding Interest
     Payment Date that is on or prior to such Redemption Date) together with
     accrued and unpaid interest and Liquidated Damages, if any, thereon to the
     applicable Redemption Date:

Year                                              Percentage
----                                              ----------
2008 ...........................................     103.750%
2009 ...........................................     102.500%
2010 ...........................................     101.250%
2011 and thereafter ............................     100.000%

          (c)  Notwithstanding the provisions of clause (a) of this Section 3.7,
     at any time or from time to time prior to August 15, 2006, upon any sale of
     the common stock of the Company, up to 35% of the aggregate principal
     amount of the Notes originally issued under this Indenture on the Issue
     Date may be redeemed at the option of the Company within 90 days of such
     sale, on not less than 30 days', but not more than 60 days' prior notice to
     each Holder of the Notes to be redeemed, with cash from the Net Cash
     Proceeds of such sale, at a redemption price equal to 107.50% of the
     principal amount thereof (subject to the right of Holders of record on a
     Record Date to receive the corresponding inter-

                                      -50-

<PAGE>

     est (and the corresponding Liquidated Damages, if any) due on the Interest
     Payment Date that is on or prior to such Redemption Date) together with
     accrued and unpaid interest and Liquidated Damages, if any, thereon to such
     Redemption Date; provided that immediately following such redemption not
     less than 65% of the aggregate principal amount of the Notes originally
     issued pursuant to this Indenture remain outstanding.

          (d)  Any redemption pursuant to this Section 3.7 shall be made
     pursuant to the provisions of Sections 3.1 through 3.6 hereof.

                                   ARTICLE IV

                                    COVENANTS

Section 4.1   Payment of Notes.
              ----------------

     (a)  The Company shall pay or cause to be paid the principal of, premium,
if any, and interest on the Notes on the dates and in the manner provided in the
Notes. Principal, premium, if any, and interest shall be considered paid on the
date due if the Paying Agent, if other than the Company or a Subsidiary thereof,
holds as of 12:00 noon Eastern 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 then due. The Company shall pay all
Liquidated Damages, if any, in the same manner on the dates and in the amounts
set forth in the Registration Rights Agreement and herein.

     (b)  The Company shall pay interest (including Accrued Bankruptcy Interest
in any proceeding under any Bankruptcy Law) on overdue principal at the then
applicable interest rate on the Notes to the extent lawful; it shall pay
interest (including Accrued Bankruptcy Interest in any proceeding under any
Bankruptcy Law) on overdue installments of interest and Liquidated Damages, if
any, (without regard to any applicable grace period) at the same rate to the
extent lawful.

Section 4.2   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 of the Trustee or an
affiliate of the Trustee, Registrar or co-registrar) where Notes may be
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 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.

     (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 additional
designations; provided that no such designation or re-

                                      -51-

<PAGE>

cission shall in any manner relieve the Company of its obligation to maintain an
office or agency in the Borough of Manhattan, The City of New York. The Company
shall give prompt written notice to the Trustee of any such designation or
rescission and of any change in the location of any such other office or agency.

     (c)  The Company hereby designates the Corporate Trust Office as one such
office or agency of the Company in accordance with Section 2.3 hereof.

Section 4.3   SEC Reports and Reports to Holders.
              ----------------------------------

     (a)  Whether or not the Company is subject to the reporting requirements of
Section 13 or 15(d) of the Exchange Act, the Company will deliver to the Trustee
and to each Holder and to prospective purchasers of Notes identified to the
Company by an Initial Purchaser, at the time the Company is or would have been
(if the Company were subject to such reporting obligations) required to file
such with the Commission, such annual reports and such information, documents
and other reports as are specified in Sections 13 and 15(d) of the Exchange Act,
if the Company were subject to the requirements of Section 13 or 15(d) of the
Exchange Act, including, with respect to annual information only, a report
thereon by the certified independent public accountants of the Company as such
would be required in such reports to the Commission, and, in each case, together
with a management's discussion and analysis of financial condition and results
of operations which would be so required and, unless the Commission will not
accept such reports, file with the Commission the annual, quarterly and other
reports which it is or would have been required to file with the Commission.

     (b)  For so long as any Transfer Restricted Notes remain outstanding, the
Company shall make available (which shall include filings by EDGAR) to all
Holders and prospective purchasers, upon their request, the information required
to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

Section 4.4   Compliance Certificate.
              ----------------------

     (a)  The Company shall deliver to the Trustee, within 120 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 and its Subsidiaries have kept, observed,
performed and fulfilled their 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 and its Subsidiaries are 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 and be
continuing, 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. The Company shall provide the Trustee
with timely written notice of any change in its fiscal year end, which is
currently December 31.

                                      -52-

<PAGE>

     (b)  The Company shall, so long as any of the Notes are outstanding,
deliver to the Trustee, promptly upon becoming aware of any Default or Event of
Default, an Officers' Certificate specifying such Default or Event of Default
and what action the Company is taking or proposes to take with respect thereto.

Section 4.5   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 would not have a material adverse
effect on the ability of the Company and any Guarantors to satisfy their
obligations under the Notes, any Guarantees and this Indenture.

Section 4.6   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 4.7   Limitation on Incurrence of Additional Indebtedness and
              -------------------------------------------------------
              Disqualified Capital Stock.
              --------------------------

     (a)  Except as set forth in this Section 4.7, the Company shall not, and
shall not permit any of its Subsidiaries to, directly or indirectly, issue,
assume, guarantee, incur, become directly or indirectly liable with respect to,
or otherwise become responsible for, contingently or otherwise (individually and
collectively, to "incur" or, as appropriate, an "incurrence"), any Indebtedness
(including Disqualified Capital Stock and Acquired Indebtedness).
Notwithstanding the foregoing if (i) no Default or Event of Default shall have
occurred and be continuing at the time of, or would occur after giving effect on
a pro forma basis to, such incurrence of Indebtedness and (ii) on the date of
such incurrence (the "Incurrence Date"), the Consolidated Coverage Ratio of the
Company for the Reference Period immediately preceding the Incurrence Date,
after giving effect on a pro forma basis to such incurrence of such Indebtedness
and, to the extent set forth in the definition of Consolidated Coverage Ratio,
the use of proceeds thereof, would be at least 2.00 to 1.00 (the "Debt
Incurrence Ratio"), then the Company and its Subsidiaries may incur such
Indebtedness (including Disqualified Capital Stock); provided that in the case
where such Subsidiary incurring such Indebtedness is not a Guarantor and after
giving effect to such incurrence will not be a Guarantor, the Indebtedness so
incurred is Acquired Indebtedness not incurred in connection with, or in
anticipation or contemplation of, such Person becoming a Subsidiary of the
Company, or the purchase or other acquisition referred to in the definition of
"Acquired Indebtedness."

                                      -53-

<PAGE>

     (b)  The foregoing limitations will not apply to:

          (i)    the incurrence by the Company or any Subsidiary of Purchase
     Money Indebtedness; provided that

                 (A)  the aggregate amount of such Indebtedness incurred and
          outstanding at any time pursuant to this paragraph (i) (plus any
          Refinancing Indebtedness issued to retire, defease, refinance, replace
          or refund such Indebtedness) shall not exceed $25,000,000 (or the
          equivalent thereof, at the time of incurrence, in the applicable
          foreign currency), and

                 (B)  in each case, such Indebtedness shall not constitute more
          than 100% of the cost to the Company or to such Subsidiary (determined
          in accordance with GAAP), as applicable, of the property so purchased,
          constructed, improved or leased;

          (ii)   the incurrence by the Company or any Guarantor of Indebtedness
     in an aggregate amount incurred and outstanding at any time pursuant to
     this paragraph (ii) (plus any Refinancing Indebtedness incurred to retire,
     defease, refinance, replace or refund such Indebtedness) of up to
     $50,000,000 (or the equivalent thereof, at the time of incurrence, in the
     applicable foreign currencies);

          (iii)  the incurrence by the Company or any Guarantor of Indebtedness
     pursuant to the Credit Facilities in an aggregate amount incurred and
     outstanding at any time pursuant to this paragraph (iii) (plus any
     Refinancing Indebtedness incurred to retire, defease, refinance, replace or
     refund such Indebtedness) of up to $200,000,000;

          (iv)   the incurrence by the Subsidiaries of the Company that are not
     Guarantors of Indebtedness so long as, immediately after giving effect
     thereto, the aggregate principal amount of any such Indebtedness incurred
     and outstanding pursuant to this clause (iv) (plus any Refinancing
     Indebtedness incurred to retire, defease, refinance, replace or refund such
     Indebtedness) does not exceed 10% of the consolidated total assets of the
     Company;

          (v)    the incurrence by the Company of Indebtedness evidenced by the
     Notes issued on the Issue Date and the Exchange Notes issued pursuant to
     the Registration Rights Agreement;

          (vi)   the incurrence by the Company or any of its Subsidiaries of
     Refinancing Indebtedness with respect to any Indebtedness (including
     Disqualified Capital Stock), described in clause (v) above or clause (xii)
     below, or incurred pursuant to the Debt Incurrence Ratio or which was
     refinanced pursuant to this clause (vi);

          (vii)  the incurrence by the Company or any Guarantor of Indebtedness
     solely in respect of bankers' acceptances, letters of credit and
     performance bonds (to the extent that such incurrence does not result in
     the incurrence of any obligation to repay any obli-

                                      -54-

<PAGE>

     gation relating to borrowed money of others), all in the ordinary course of
     business in accordance with customary industry practices, in amounts and
     for the purposes customary in the industry of the Company; provided that
     the aggregate principal amount outstanding of such Indebtedness incurred
     pursuant to this clause (vii) (including any Refinancing Indebtedness and
     any other Indebtedness issued to retire, refinance, refund, defease or
     replace such Indebtedness) shall at no time exceed $25,000,000;

          (viii) the incurrence by the Company or its Subsidiaries of
     Indebtedness represented by performance bonds and letters of credit for the
     account of the Company or any such Subsidiary, as the case may be, in order
     to provide security for Value Added Tax (VAT) or customs obligations under
     bonds posted to a governmental authority, security for workers'
     compensation claims and payment obligations in connection with
     self-insurance, in each case, that are incurred in the ordinary course of
     business in accordance with customary industry practice in amounts, and for
     the purposes, customary in the Company's industry;

          (ix)   the incurrence by the Company of Indebtedness owed to (and
     borrowed from) any Subsidiary of the Company, and the incurrence by any
     Subsidiary of the Company of Indebtedness owed to (and borrowed from) any
     other Subsidiary of the Company or the Company; provided that in any case
     where the Company is the obligor, such obligations shall be unsecured and
     contractually subordinated in all respects to the obligations of the
     Company pursuant to the Notes, and any event that causes such Subsidiary no
     longer to be a Subsidiary (including by designation to be an Unrestricted
     Subsidiary) shall be deemed to be a new incurrence subject to this Section
     4.7;

          (x)    the guarantee by any Subsidiary of the Company of Indebtedness
     of the Company or of another Subsidiary that was permitted to be incurred
     pursuant to this Indenture, substantially concurrently with such incurrence
     or at the time such Person becomes a Subsidiary; provided that a Guarantor
     cannot guarantee debt of a Subsidiary that is not a Guarantor;

          (xi)   the incurrence by the Company or its Subsidiaries of Interest
     Swap and Hedging Obligations that are incurred for the purpose of fixing or
     hedging interest rate or currency risk with respect to any fixed or
     floating rate Indebtedness that is permitted by this Indenture to be
     outstanding or any receivable or liability the payment of which is
     determined by reference to a foreign currency; provided that the notional
     amount of any such Interest Swap and Hedging Obligation does not exceed the
     principal amount of Indebtedness to which such Interest Swap and Hedging
     Obligation relates;

          (xii)  the incurrence by the Company or its Subsidiaries of Existing
     Indebtedness;

          (xiii) the incurrence by the Company of Indebtedness arising from
     agreements of the Company or its Subsidiaries providing for
     indemnification, adjustment of purchase price or similar obligations, in
     each case, incurred or assumed in connection with the dis-

                                      -55-

<PAGE>

     position of any business, assets or a Subsidiary of the Company otherwise
     permitted by this Indenture;

          (xiv)  the accrual of interest, accretion or amortization of original
     issue discount, the payment of interest on any Indebtedness in the form of
     additional Indebtedness with the same terms, and the payment of dividends
     on Disqualified Capital Stock in the form of additional shares of the same
     class of Disqualified Capital Stock; provided that in each such case, that
     the amount thereof is included in Consolidated Fixed Charges of the Company
     as accrued; and

          (xv)   the incurrence by the Company or its Subsidiaries of
     Indebtedness to the extent the proceeds thereof are used to purchase Notes
     pursuant to a Change of Control Offer or an Alternate Offer.

     (c)  Indebtedness (including Disqualified Capital Stock) of any Person
which is outstanding at the time such Person becomes a Subsidiary of the Company
(including upon designation of any subsidiary or other Person as a Subsidiary)
or is merged with or into or consolidated with the Company or a Subsidiary of
the Company shall be deemed to have been incurred at the time such Person
becomes a Subsidiary of the Company or is merged with or into or consolidated
with the Company or a Subsidiary of the Company, as applicable.

     (d)  Notwithstanding any other provision of this Section 4.7, and to avoid
duplication only, a guarantee of Indebtedness of the Company or a Subsidiary of
the Company incurred in accordance with the terms of this Indenture issued at
the time such Indebtedness was incurred or if later at the time the guarantor
thereof became a Subsidiary of the Company will not constitute a separate
incurrence, or amount outstanding, of Indebtedness. Upon each incurrence, the
Company may designate the provision of this Section 4.7 pursuant to which such
Indebtedness is being incurred and, at the time of each subsequent incurrence in
accordance with this Section 4.7, may reclassify such item of Indebtedness (or
any part thereof) in any manner that complies with the provisions of this
Section 4.7.

Section 4.8   Limitation on Liens.
              -------------------

     The Company shall not, and shall not permit any of its Subsidiaries to,
create, incur, assume or suffer to exist any Lien of any kind securing
Indebtedness, other than Permitted Liens, upon any of the Company's or its
Subsidiaries' respective assets now owned or acquired on or after the Issue Date
or upon any income or profits therefrom unless the Company provides, and causes
its Subsidiaries to provide, concurrently therewith, that the Notes are equally
and ratably so secured; provided that if such Indebtedness is Subordinated
Indebtedness or is by its terms expressly subordinated to the Guarantee of such
Subsidiary (in the case where such Subsidiary is a Guarantor), the Lien securing
such Indebtedness shall be subordinate and junior to the Lien securing the Notes
or such Guarantee, as the case may be, with the same relative priority as such
Subordinated Indebtedness shall have with respect to the Notes or such
Guarantee, as the case may be.

                                      -56-

<PAGE>

Section 4.9   Limitations on Restricted Payments.
              ----------------------------------

     (a)  The Company shall not, and shall not permit any of its Subsidiaries
to, directly or indirectly, make any Restricted Payment if, after giving effect
to such Restricted Payment on a pro forma basis,

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

          (ii)   the Company is not permitted to incur at least $1.00 of
     additional Indebtedness pursuant to the Debt Incurrence Ratio, or

          (iii)  the aggregate amount of all Restricted Payments made by the
     Company and its Subsidiaries, including after giving effect to such
     proposed Restricted Payment, on and after January 1, 2003, would exceed,
     without duplication, the sum of:

                 (A)  50% of the aggregate Consolidated Net Income of the
          Company for the period (taken as one accounting period), commencing on
          January 1, 2003, to and including the last day of the fiscal quarter
          ended immediately prior to the date of each such calculation for which
          the consolidated financial statements of the Company are available
          (or, in the event the Consolidated Net Income of the Company for such
          period is a deficit, then minus 100% of such deficit), plus

                 (B)  the aggregate Net Cash Proceeds received by the Company
          after January 1, 2003 from a Capital Contribution or from the sale of
          Qualified Capital Stock of the Company (other than (1) to one of the
          Company's Subsidiaries and (2) to the extent applied in connection
          with a Qualified Exchange after January 1, 2003), plus

                 (C)  except in each case, in order to avoid duplication, to the
          extent any such payment or proceeds have been included in the
          calculation of Consolidated Net Income, an amount equal to the net
          reduction in Investments (other than returns of or from Permitted
          Investments) in any Person resulting from distributions on or
          repayments of any Investments, including payments of interest on
          Indebtedness, dividends, repayments of loans or advances, or other
          distributions or other transfers of assets, in each case to the
          Company or any Subsidiary of the Company or from the Net Cash Proceeds
          from the sale of any such Investment (valued in each case as provided
          in the definition of "Investments"), not to exceed, in each case, the
          amount of Investments made after January 1, 2003 by the Company or any
          Subsidiary of the Company in such Person (which Investments
          constituted (or would have constituted) Restricted Payments), plus

                 (D)  50% of any cash dividends received by the Company or any
          of its Subsidiaries after January 1, 2003 from an Unrestricted
          Subsidiary of the Company, to the extent that such dividends were not
          otherwise included in the Consolidated Net Income of the Company for
          such period, plus

                                      -57-

<PAGE>

                 (E)  to the extent that any Unrestricted Subsidiary of the
          Company is redesignated as a Subsidiary of the Company after January
          1, 2003, the lesser of (1) the fair market value of the Investment by
          the Company in such Unrestricted Subsidiary as of the date on which
          such Subsidiary was originally designated as an Unrestricted
          Subsidiary (the "Designation Date") plus the fair market value of any
          additional Investments in such Unrestricted Subsidiary made by the
          Company after the Designation Date, if any, and (2) the fair market
          value of such Investments as measured on the date of such
          redesignation as a Subsidiary, in each case to the extent such amount
          was not otherwise included in Consolidated Net Income of the Company.

     (b)  The foregoing clauses (ii) and (iii) of paragraph (a), however, will
not prohibit:

          (i)    any dividend, distribution or other payments by any Subsidiary
     of the Company on its Equity Interests that is paid pro rata to all holders
     of such Equity Interests;

          (ii)   a Qualified Exchange;

          (iii)  the payment of any dividend on Qualified Capital Stock within
     60 days after the date of its declaration if such dividend could have been
     made on the date of such declaration in compliance with the foregoing
     provisions;

          (iv)   repurchases of the Capital Stock of the Company deemed to occur
     on the exercise of stock options;

          (v)    payments in lieu of fractional shares not to exceed $2,000,000
     in the aggregate;

          (vi)   repurchases of Capital Stock of the Company in accordance with
     a repurchase program that is approved and adopted by the Board of Directors
     of the Company and whose primary purpose is to provide Capital Stock to
     satisfy the obligations of the Company under stock option plans and
     employee stock purchase plans not to exceed $3,000,000 per annum;

          (vii)  that portion of Investments the payment for which consists
     exclusively of the Qualified Capital Stock; or

          (viii) other Restricted Payments not to exceed $30,000,000 in the
     aggregate.

     (c)  The full amount of any Restricted Payment made pursuant to the
foregoing clauses (i), (iii), (v), (vi), and (viii) (but not pursuant to clause
(ii), (iv) and (vii)) of paragraph (b) above, however, will be counted as
Restricted Payments made for purposes of the calculation of the aggregate amount
of Restricted Payments available to be made referred to in clause (iii) of
paragraph (a) above.

                                      -58-

<PAGE>

     (d)  For purposes of this Section 4.9, the amount of any Restricted Payment
made or returned, if other than in cash, shall be the fair market value thereof,
as determined in the good faith reasonable judgment of the Board of Directors of
the Company, unless stated otherwise, at the time made or returned, as
applicable. Additionally, not later than the date of making each Restricted
Payment, the Company shall deliver an Officers' Certificate to the Trustee
describing in reasonable detail the nature of such Restricted Payment, stating
the amount of such Restricted Payment, stating in reasonable detail the
provisions hereof pursuant to which such Restricted Payment was made and
certifying that such Restricted Payment was made in compliance with the terms
hereof.

Section 4.10  Limitation on Dividends and Other Payment Restrictions Affecting
              ----------------------------------------------------------------
              Subsidiaries.
              ------------

     (a)  The Company shall not, and shall not permit any of its Subsidiaries
to, directly or indirectly, create, assume or suffer to exist any consensual
restriction on the ability of any of its Subsidiaries to pay dividends or make
other distributions to or on behalf of, or to pay any obligation to or on behalf
of, or otherwise to transfer assets or property to or on behalf of, or make or
pay loans or advances to or on behalf of, the Company or any of its
Subsidiaries, except:

          (i)    restrictions imposed by the Notes or this Indenture or by the
     other Indebtedness of the Company ranking senior or pari passu with the
     Notes; provided that, except as set forth in clause (v) below, such
     restrictions are no more restrictive taken as a whole than those imposed by
     this Indenture and the Notes,

          (ii)   restrictions imposed by applicable law,

          (iii)  existing restrictions under Existing Indebtedness,

          (iv)   restrictions under any Acquired Indebtedness not incurred in
     violation of this Indenture or any agreement (including any Equity
     Interest) relating to any property, asset, or business acquired by the
     Company or any of its Subsidiaries, which restrictions in each case existed
     at the time of acquisition, were not put in place in connection with or in
     anticipation of such acquisition and are not applicable to any Person,
     other than the Person acquired, or to any property, asset or business,
     other than the property, assets and business so acquired,

          (v)    any restriction imposed by Indebtedness incurred under the
     Credit Facilities; provided that such restriction or requirement is no more
     restrictive taken as a whole than that imposed by the Credit Agreement as
     of the Issue Date,

          (vi)   restrictions with respect solely to a Subsidiary of the Company
     imposed pursuant to a binding agreement which has been entered into for the
     sale or disposition of all or substantially all of the Equity Interests or
     assets of such Subsidiary; provided that such restrictions apply solely to
     the Equity Interests or assets of such Subsidiary which are being sold,

                                      -59-

<PAGE>

          (vii)  restrictions on transfer contained in Purchase Money
     Indebtedness; provided that such restrictions relate only to the transfer
     of the property acquired with the proceeds of such Purchase Money
     Indebtedness,

          (viii) provisions with respect to the disposition or distribution of
     assets or property in joint venture agreements, asset sale agreements,
     stock sale agreements and other similar agreements entered into in the
     ordinary course of business,

          (ix)   restrictions on cash or other deposits or net worth imposed by
     customers under contracts entered into in the ordinary course of business,
     and

          (x)    in connection with and pursuant to refinancings or replacements
     of restrictions imposed pursuant to clauses (i), (iii), (iv), (v) or (vii)
     or this clause (x) of this paragraph that are not more restrictive than
     those contained in the Indebtedness being refinanced or replaced or
     contained in the Indebtedness referred to in clauses (i), (iii), (iv) or
     (vii) of this paragraph (taken as a whole and as in effect on the date of
     such refinancing or replacement, as the case may be) and do not apply to
     any other Person or assets than those that would have been covered by the
     restrictions in the Indebtedness so refinanced.

     (b)  Notwithstanding the foregoing, (i) customary provisions restricting
subletting or assignment of any lease entered into in the ordinary course of
business, consistent with industry practice and (ii) any asset subject to a Lien
which is not prohibited to exist with respect to such asset pursuant to the
terms of this Indenture may be subject to customary restrictions on the transfer
or disposition thereof pursuant to such Lien.

Section 4.11  Limitation on Transactions with Affiliates.
              ------------------------------------------

     The Company shall not, and shall not permit any of its Subsidiaries on or
after the Issue Date to, enter into or suffer to exist any contract, agreement,
arrangement or transaction with any Affiliate (an "Affiliate Transaction"), or
any series of related Affiliate Transactions (other than Exempted Affiliate
Transactions) unless:

          (a)  it is determined by the senior management or Board of Directors
     of the Company that the terms of such Affiliate Transaction are fair and
     reasonable to the Company, and no less favorable to the Company than could
     have been obtained in an arm's length transaction with a non-Affiliate,

          (b)  if involving consideration to either party in excess of
     $5,000,000, such Affiliate Transaction(s) is evidenced by an Officers'
     Certificate addressed and delivered to the Trustee certifying that such
     Affiliate Transaction (or Transactions) has been approved by a majority of
     the members of the Board of Directors of the Company that are disinterested
     in such transaction, and

          (c)  if involving consideration to either party in excess of
     $7,000,000, the Company obtains a written favorable opinion as to the
     fairness of such transaction to the Company from a financial point of view
     from an independent investment banking firm of

                                      -60-

<PAGE>

     national reputation in the United States or, if pertaining to a matter for
     which such investment banking firms do not customarily render such
     opinions, an appraisal or valuation firm of national reputation in the
     United States.

Section 4.12  Limitation on Sale of Assets and Subsidiary Stock.
              -------------------------------------------------

     (a)  The Company shall not, and shall not permit any of its Subsidiaries
to, in one or a series of related transactions, convey, sell, transfer, assign
or otherwise dispose of, directly or indirectly, any of its or its Subsidiaries'
respective property, business or assets, including by merger or consolidation
(in the case of a Subsidiary of the Company), and including any sale or other
transfer or issuance of any Equity Interests of any Subsidiary of the Company,
whether by the Company or any Subsidiary of the Company or through the issuance,
sale or transfer of Equity Interests by a Subsidiary of the Company and
including any sale and leaseback transaction (any of the foregoing, an "Asset
Sale"), unless:

          (i)  either:

               (A)  an amount equal to the Net Cash Proceeds therefrom (the
          "Asset Sale Offer Amount") is applied within 365 days after the date
          of such Asset Sale to the repurchase of the Notes and such other
          Indebtedness on a parity with the Notes and with similar provisions
          requiring the Company to make an offer to purchase such Indebtedness
          with the proceeds from such Asset Sale pursuant to a cash offer
          (subject only to conditions required by applicable law, if any) (pro
          rata in proportion to the respective principal amounts (or accreted
          values in the case of Indebtedness issued with an original issue
          discount) of the Notes and such other Indebtedness then outstanding)
          (the "Asset Sale Offer") at a purchase price of 100% of the principal
          amount (or accreted value in the case of Indebtedness issued with an
          original issue discount) (the "Asset Sale Offer Price") together with
          accrued and unpaid interest and Liquidated Damages, if any, to the
          date of payment, or

               (B)  within 365 days following such Asset Sale, the Asset Sale
          Offer Amount is

                    (1)  invested in property or assets (other than notes,
               bonds, obligations and securities) which will immediately
               constitute or be a part of a Related Business of the Company or
               such Subsidiary (if it continues to be a Subsidiary) immediately
               following such transaction, or

                    (2)  used to retire Indebtedness secured by the asset which
               was the subject of the Asset Sale, Indebtedness outstanding under
               the Credit Facilities or a Foreign Subsidiary Credit Agreement,
               or other Senior Debt, on a pro rata basis, and to permanently
               reduce (in the case of Senior Debt that is not such Indebtedness
               secured by the asset which was the subject of the Asset Sale) the
               amount of such Indebtedness outstanding on the Issue Date or
               permitted pursuant to clause (b)(iii) of Section 4.7, to the
               extent

                                      -61-

<PAGE>

               such permanent reduction is required by the Credit Facilities,
               Foreign Subsidiary Credit Agreement or agreement governing such
               other Senior Debt (and, in the case of a revolver or similar
               arrangement that makes credit available on a committed basis, to
               permanently reduce the applicable commitment(s) by such amount,
               to the extent that such reduction is required by such agreement,
               whichever is less),

     except that, in the case of each of the provisions of clauses (A) and (B),
     only proceeds from an Asset Sale of assets or capital stock of a Foreign
     Subsidiary may be invested in or used to retire Indebtedness of a Foreign
     Subsidiary,

          (ii)   at least 75% of the total consideration for such Asset Sale or
     series of related Asset Sales consists of cash or Cash Equivalents,

          (iii)  no Default or Event of Default shall have occurred and be
     continuing at the time of, or would occur after giving effect, on a pro
     forma basis, to such Asset Sale, and

          (iv)   the Board of Directors of the Company determines in good faith
     that the Company received or such Subsidiary received, as applicable, fair
     market value for such Asset Sale.

     (b)  An acquisition of Notes pursuant to an Asset Sale Offer may be
deferred until the accumulated Net Cash Proceeds from Asset Sales not applied as
set forth in (i)(A) or (i)(B) above (the "Excess Proceeds") exceed $20,000,000,
and each Asset Sale Offer shall remain open for 20 Business Days following its
commencement (the "Asset Sale Offer Period").

     (c)  Upon expiration of the Asset Sale Offer Period, the Company shall
apply the Asset Sale Offer Amount plus an amount equal to accrued and unpaid
interest and Liquidated Damages, if any, to the purchase of all Indebtedness
properly tendered in accordance with the provisions hereof (on a pro rata basis
if the Asset Sale Offer Amount is insufficient to purchase all Indebtedness so
tendered) at the Asset Sale Offer Price (together with accrued interest and
Liquidated Damages, if any). To the extent that the aggregate amount of Notes
and such other pari passu Indebtedness tendered pursuant to an Asset Sale Offer
is less than the Asset Sale Offer Amount, the Company may use any remaining Net
Cash Proceeds for general corporate purposes as otherwise permitted by this
Indenture and following the consummation of each Asset Sale Offer the Excess
Proceeds amount shall be reset to zero. For purposes of (a)(ii) above, total
consideration received means the total consideration received for such Asset
Sales minus the amount of (i) Indebtedness secured solely by the assets sold and
assumed by a transferee; provided that the Company is and its Subsidiaries are
fully released from obligations in connection therewith and (ii) property that
within 30 days of such Asset Sale is converted into cash or Cash Equivalents;
provided that such cash and Cash Equivalents shall be treated as Net Cash
Proceeds attributable to the original Asset Sale for which such property was
received.

                                      -62-

<PAGE>

     (d)  Notwithstanding, and without complying with, the provisions of this
Section 4.12,

          (i)    the Company and its Subsidiaries may, in the ordinary course of
     business,

                 (A)  convey, sell, transfer, assign or otherwise dispose of
          inventory and other assets acquired and held for resale in the
          ordinary course of business,

                 (B)  liquidate Cash Equivalents and

                 (C)  liquidate securities that consist of shares of capital
          stock that are traded on a nationally recognized stock exchange,

          (ii)   the Company and its Subsidiaries may convey, sell, transfer,
     assign or otherwise dispose of assets pursuant to and in accordance with
     Article V hereof,

          (iii)  the Company and its Subsidiaries may sell or dispose of
     damaged, worn out or other obsolete property in the ordinary course of
     business so long as such property is no longer necessary for the proper
     conduct of the business of the Company or such Subsidiary, and the Company
     may convey, sell, transfer, assign or otherwise dispose of assets to any
     Subsidiary of the Company provided such transaction is otherwise in
     compliance with Section 4.11, except that the Company is not required to
     comply with the provisions of clause (c) of such Section,

          (iv)   Subsidiaries of the Company may convey, sell, transfer, assign
     or otherwise dispose of assets to the Company or any other Subsidiary of
     the Company,

          (v)    the Company and its Subsidiaries may, in the ordinary course of
     business, convey, sell, transfer, assign, or otherwise dispose of assets
     (or related assets in related transactions) with a fair market value of
     less than $3,000,000,

          (vi)   the Company and its Subsidiaries may exchange assets held by
     the Company or such Subsidiaries for assets held by or Equity Interests of
     any Person or entity; provided that (A) the assets received by the Company
     or such Subsidiaries in any such exchange will immediately constitute, be a
     part of, or be used in, and, in the case of Equity Interests of another
     Person, such Person is engaged solely in, a Related Business of the Company
     or such Subsidiaries, (B) the Board of Directors of the Company has in good
     faith and acting reasonably determined that the terms of any such exchange
     are fair and reasonable and (C) any such exchange shall be deemed to be an
     Asset Sale and the Company shall be required to comply with the provisions
     of this Section 4.12 to the extent that the Company or any of its
     Subsidiaries receives cash or Cash Equivalents in such exchange,

          (vii)  the Subsidiaries of the Company may issue their Equity
     Interests to the Company or to another Subsidiary of the Company,

          (viii) Permitted Liens may be granted, and

                                      -63-

<PAGE>

          (ix)   the Company and its Subsidiaries may make or liquidate any
     Restricted Payment or Permitted Investment that is permitted by Section 4.9
     hereof.

     (e)  All Net Cash Proceeds from an Event of Loss in excess of $20,000,000
(other than the proceeds of any business interruption insurance) shall be
reinvested or used as otherwise provided above in clauses (i)(A) or (i)(B) of
paragraph (a) of this Section 4.12.

     (f)  Any Asset Sale Offer shall be made in compliance with all applicable
laws, rules, and regulations, including, if applicable, Regulation 14E of the
Exchange Act and the rules and regulations thereunder and all other applicable
Federal and state securities laws. To the extent that the provisions of any
securities laws or regulations conflict with the provisions of this Section
4.12, compliance by the Company or any of its Subsidiaries with such laws and
regulations shall not in and of itself cause a breach of the Company's
obligations under this Section 4.12.

     (g)  If the payment date in connection with an Asset Sale Offer hereunder
is on or after an interest payment Record Date and on or before the associated
Interest Payment Date, any accrued and unpaid interest (and Liquidated Damages,
if any) due on such Interest Payment Date will be paid to the Person in whose
name a Note is registered at the close of business on such Record Date, and such
interest (or Liquidated Damages, if applicable) will not be payable to Holders
who tender Notes pursuant to such Asset Sale Offer.

Section 4.13  Repurchase of Notes at the Option of the Holder upon a Change of
              ----------------------------------------------------------------
              Control.
              -------

     (a)  In the event that a Change of Control has occurred, each Holder of
Notes will have the right, at such Holder's option, pursuant to an offer
(subject only to conditions required by applicable law, if any) by the Company
(the "Change of Control Offer"), to require the Company to repurchase all or any
part of such Holder's Notes (provided that the principal amount of such Notes
must be $1,000 or an integral multiple thereof) on a date (the "Change of
Control Purchase Date") that is no later than 45 Business Days after the
occurrence of such Change of Control, at a cash price equal to 101% of the
principal amount thereof (the "Change of Control Purchase Price"), together with
accrued and unpaid interest and Liquidated Damages, if any, to the Change of
Control Purchase Date.

     (b)  The Change of Control Offer shall be made within 10 Business Days
following a Change of Control (but may be commenced prior to the Change of
Control so long as it is contingent on the Change of Control) and shall remain
open for 20 Business Days following its commencement (the "Change of Control
Offer Period"). Upon expiration of the Change of Control Offer Period, the
Company shall promptly purchase all Notes properly tendered in response to the
Change of Control Offer.

     (c)  Notwithstanding the foregoing, the Company shall not be required to
make a Change of Control Offer upon a Change of Control if a third party makes
the Change of Control Offer in the manner, at the times and otherwise in
compliance with the requirements set forth in this Indenture applicable to a
Change of Control Offer made by the Company.

                                      -64-

<PAGE>

     In addition, the Company will not be required to make a Change of Control
Offer if, in connection with or in contemplation of any Change of Control, the
Company has made an offer to purchase (an "Alternate Offer") any and all Notes
validly tendered at a cash price equal to or higher than the Change of Control
Purchase Price and has purchased all Notes properly tendered in accordance with
the terms of such Alternate Offer; provided, however, that the terms and
conditions of such contemplated Change of Control are described in reasonable
detail to the Holders in the notice delivered in connection with such Alternate
Offer.

     (d)  Prior to the commencement of a Change of Control Offer, but in any
event within 45 days following any Change of Control, the Company shall:

          (i)    repay in full and terminate all commitments of Indebtedness
     under the Credit Agreement and all other Senior Debt and Guarantor Senior
     Debt, in each case, the terms of which require repayment upon a Change of
     Control, or

          (ii)   offer to repay in full and terminate all commitments of
     Indebtedness under the Credit Agreement and all such other Senior Debt and
     Guarantor Senior Debt and repay the Indebtedness owed to each lender which
     has accepted such offer in full, or

          (iii)  obtain the requisite consents under the Credit Agreement and
     all such other Senior Debt and Guarantor Senior Debt to permit the
     repurchase of the Notes as provided herein.

     (e)  The failure of the Company to comply with the preceding clause (d)
shall constitute an Event of Default described in clause (a)(iii) of Section
6.1, but without giving effect to the stated exceptions in that clause.

     (f)  On or before the Change of Control Purchase Date, the Company shall:

          (i)    accept for payment Notes or portions thereof properly tendered
     pursuant to the Change of Control Offer,

          (ii)   deposit with the Paying Agent cash sufficient to pay the Change
     of Control Purchase Price (together with accrued and unpaid interest and
     Liquidated Damages, if any) of all Notes or portions thereof so tendered,
     and

          (iii)  deliver to the Trustee the Notes so accepted together with an
     Officers' Certificate listing the Notes or portions thereof being purchased
     by the Company.

     (g)  The Paying Agent promptly will pay the Holders of Notes so accepted an
amount equal to the Change of Control Purchase Price (together with accrued and
unpaid interest and Liquidated Damages, if any) and the Trustee promptly will
authenticate and deliver to such Holders a new Note equal in principal amount to
any unpurchased portion of the Note surrendered. Any Notes not so accepted will
be delivered promptly by the Company to the Holder thereof. The Company will
announce publicly the results of the Change of Control Offer on or as soon as
practicable after the Change of Control Purchase Date.

                                      -65-

<PAGE>

     (h)  Any Change of Control Offer shall be made in compliance with all
applicable laws, rules and regulations, including, if applicable, Regulation 14E
under the Exchange Act and the rules thereunder and all other applicable federal
and state securities laws. To the extent that the provisions of any securities
laws or regulations conflict with the provisions of this Section 4.13,
compliance by the Company or any of the Guarantors with such laws and
regulations shall not in and of itself cause a breach of their obligations
hereunder.

     (i)  If the Change of Control Purchase Date hereunder is on or after an
interest payment Record Date and on or before the associated Interest Payment
Date, then any accrued and unpaid interest (and Liquidated Damages, if any) due
on such Interest Payment Date will be paid to the Person in whose name a Note is
registered at the close of business on such Record Date, and such interest (and
Liquidated Damages, if applicable) will not be payable to Holders who tender the
Notes pursuant to the Change of Control Offer.

Section 4.14  Limitation on Layering Indebtedness.
              -----------------------------------

     The Company shall not, and shall not permit any of the Guarantors to,
directly or indirectly, incur or suffer to exist any Indebtedness that is
contractually subordinate in right of payment to any other Indebtedness of the
Company or such Guarantor, as the case may be, unless, by its terms, such
Indebtedness is contractually subordinate in right of payment to, or ranks pari
passu with, the Notes (in the case of Indebtedness of the Company) or the
Guarantee of the Notes (in the case of Indebtedness of a Guarantor).

Section 4.15  Corporate Existence.
              -------------------

     Subject to Article V hereof, the Company shall do or cause to be done all
things necessary to preserve and keep in full force and effect (a) its corporate
existence, and the corporate, partnership or other existence of each of its
Subsidiaries, in accordance with the respective organizational documents (as the
same may be amended from time to time) of the Company or any such Subsidiary and
(b) the rights (charter and statutory), licenses and franchises of the Company
and its 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 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 Subsidiaries, taken as a whole.

Section 4.16  Covenant Suspension.
              -------------------

     During the Suspension Period, the following provisions of this Indenture
shall not apply (collectively, the "Suspended Covenants"): Sections 4.7 through
4.12, clause (a)(iii)(A) of Section 5.1, and Sections 10.4 and 10.5.

     During a Suspension Period the Board of Directors of the Company may not
designate any of the Company's Subsidiaries as Unrestricted Subsidiaries
pursuant to the second paragraph of the definition of "Unrestricted
Subsidiaries."

                                      -66-

<PAGE>

     On and after the Reversion Date, the Company shall from such time and
thereafter again be subject to compliance with the Suspended Covenants and
Restricted Payments made after the Reversion Date shall be calculated in
accordance with the terms of Section 4.9 as though the provisions of such
section had been in effect during the entire period of time from the Issue Date
(including during the Suspension Period); provided that there shall not be
deemed to have occurred a Default or Event of Default under the Notes with
respect to the Suspended Covenants solely as a result of the Company's
non-compliance with the Suspended Covenants during the Suspension Period.

     For purposes of Section 4.12, on the Reversion Date, the Asset Sale Offer
Amount shall be reset to zero.

                                   ARTICLE V

                                   SUCCESSORS

Section 5.1   Merger, Consolidation or Sale of Assets.
              ---------------------------------------

     (a)  The Company shall not consolidate with or merge with or into another
Person or, directly or indirectly, sell, lease, convey or transfer all or
substantially all of the assets of the Company (computed on a consolidated
basis), whether in a single transaction or a series of related transactions, to
another Person or group of affiliated Persons unless:

          (i)    either (A) the Company is the continuing entity or (B) the
     resulting, surviving or transferee entity (the "Surviving Person") is a
     corporation organized under the laws of the United States, any state
     thereof or the District of Columbia and expressly assumes by supplemental
     indenture all of the obligations of the Company in connection with the
     Notes, this Indenture and the Registration Rights Agreement,

          (ii)   no Default or Event of Default shall exist or shall occur
     immediately after giving effect on a pro forma basis to such transaction,

          (iii)  unless such transaction is solely the merger of the Company
     with or into any person solely for the purpose of effecting a change in the
     state of incorporation of the Company and one of the Company's Subsidiaries
     and which transaction is not for the purpose of evading this provision
     immediately after giving effect to such transaction on a pro forma basis,
     (A) the Surviving Person would immediately thereafter be permitted to incur
     at least $1.00 of additional Indebtedness pursuant to the Debt Incurrence
     Ratio set forth in Section 4.7 hereof, and (B) the Consolidated Net Worth
     of the Surviving Person is at least equal to the Consolidated Net Worth of
     the Company immediately prior to such transaction, and

          (iv) each Guarantor, if any, unless such Guarantor is the Person with
     which the Company has entered into a transaction under this Section 5.1,
     shall have by amendment to its Guarantee confirmed that its Guarantee shall
     apply to the obligations of the Com-

                                      -67-

<PAGE>

     pany or the obligations of the surviving entity, as applicable, in
     accordance with the Notes and this Indenture;

provided that clauses (ii) and (iii) above shall not apply to any consolidation
or merger or the sale, lease, conveyance or transfer or other disposition of all
or substantially all of the assets of the Company between the Company and a
Subsidiary of the Company.

     (b)  For purposes of the foregoing, the transfer (by lease, assignment,
sale or otherwise) of all or substantially all of the properties and assets of
one or more Subsidiaries, the interest of the Company in which constitutes all
or substantially all of the properties and assets of the Company, shall be
deemed to be the transfer of all or substantially all of the properties and
assets of the Company.

Section 5.2   Successor Corporation Substituted.
              ---------------------------------

     Upon any consolidation or merger or any transfer of all or substantially
all of the assets of the Company in accordance with Section 5.1 hereof, the
successor corporation formed by such consolidation or into which the Company is
merged or to which such transfer is made shall (except in the case of a lease)
succeed to and be substituted for, and may exercise every right and power of,
the Company under this Indenture with the same effect as if such successor
corporation had been named therein as the Company, and (except in the case of a
lease) the Company shall be released from the obligations under the Notes and
this Indenture except with respect to any obligations that arise from, or are
related to, such transaction.

                                   ARTICLE VI

                              DEFAULTS AND REMEDIES

Section 6.1   Events of Default.
              -----------------

     (a)  "Event of Default," wherever used herein, means any one of the
following events:

          (i)    the failure by the Company to pay any installment of interest
     (or Liquidated Damages, if any) on the Notes as and when the same becomes
     due and payable and the continuance of any such failure for 30 days,
     whether or not such payment is prohibited by the subordination provisions
     of this Indenture,

          (ii)   the failure by the Company to pay all or any part of the
     principal, or premium, if any, on the Notes when and as the same becomes
     due and payable at maturity, redemption, by acceleration or otherwise,
     whether or not such payment is prohibited by the subordination provisions
     of this Indenture, including, without limitation, payment of the Change of
     Control Purchase Price (except as provided in Section 4.13 hereof) or the
     Asset Sale Offer Price, on Notes validly tendered and not properly
     withdrawn pursuant to a Change of Control Offer or Asset Sale Offer, as
     applicable (as set forth in Sections 4.13 and 4.12 hereof),

                                      -68-

<PAGE>

          (iii)  the failure by the Company or any of its Subsidiaries to
     observe or perform any other covenant or agreement contained in the Notes
     or this Indenture and, except for Sections 4.12, 4.13 and 5.1 hereof, the
     continuance of such failure for a period of 45 days after written notice is
     given to the Company by the Trustee or to the Company and the Trustee by
     the Holders of at least 25% in aggregate principal amount of the Notes
     outstanding,

          (iv)   a default in the Indebtedness of the Company or any of its
     Subsidiaries with an aggregate amount outstanding in excess of $15,000,000
     (A) resulting from the failure to pay principal at maturity or (B) as a
     result of which the maturity of such Indebtedness has been accelerated
     prior to its stated maturity,

          (v)    final unsatisfied judgments not covered by insurance
     aggregating in excess of $10,000,000, at any one time rendered against the
     Company or any of its Subsidiaries and not stayed, bonded or discharged
     within 60 days,

          (vi)   any Guarantee of a Guarantor that is a Significant Subsidiary
     (or group of Guarantors that on a combined basis would constitute a
     Significant Subsidiary) ceases to be in full force and effect or becomes
     unenforceable or invalid or is declared null and void (other than in
     accordance with the terms of the Guarantee) or any Guarantor that is a
     Significant Subsidiary (or group of Guarantors that on a combined basis
     would constitute a Significant Subsidiary) denies or disaffirms its
     Obligations under its Guarantee,

          (vii)  a court having jurisdiction in the premises enters a decree or
     order for (A) relief in respect of the Company or any Significant
     Subsidiary in an involuntary case under any applicable Bankruptcy Law now
     or hereafter in effect, (B) appointment of a receiver, liquidator,
     assignee, custodian, trustee, sequestrator or similar official of the
     Company or any Significant Subsidiary or for all or substantially all of
     the property and assets of the Company or any Significant Subsidiary or (C)
     the winding up or liquidation of the affairs of the Company or any
     Significant Subsidiary and, in each case, such decree or order shall remain
     unstayed and in effect for a period of 60 consecutive days, or

          (viii) the Company or any Significant Subsidiary (A) commences a
     voluntary case under any applicable Bankruptcy Law now or hereafter in
     effect, or consents to the entry of an order for relief in an involuntary
     case under any such law, (B) consents to the appointment of or taking
     possession by a receiver, liquidator, assignee, custodian, trustee,
     sequestrator or similar official of the Company or any Significant
     Subsidiary or for all or substantially all of the property and assets of
     the Company or any Significant Subsidiary or (C) effects any general
     assignment for the benefit of creditors.

     (b)  The term "Bankruptcy Law" means Title 11, U.S. Code or any similar
federal or state law for the relief of debtors. The term "Custodian" means any
receiver, trustee, assignee, liquidator or similar official under any Bankruptcy
Law.

                                      -69-

<PAGE>

Section 6.2   Acceleration.
              ------------

     (a)  If an Event of Default (other than an Event of Default specified in
clause (a)(vii) or (a)(viii) of Section 6.1 that occurs with respect to the
Company) occurs and is continuing under this Indenture, then in every such case,
unless the principal of all of the Notes shall have already become due and
payable, either the Trustee or the Holders of at least 25% in aggregate
principal amount of the Notes, then outstanding, by written notice to the
Company (and to the Trustee if such notice is given by the Holders), may, and
the Trustee at the request of such Holders shall, declare the principal of,
premium, if any, and accrued interest (and Liquidated Damages, if any) on the
Notes to be immediately due and payable. Upon a declaration of acceleration,
such principal of, premium, if any, and accrued interest (and Liquidated
Damages, if any) shall be immediately due and payable; provided that if any
Designated Senior Debt is outstanding, upon a declaration of such acceleration,
such principal and interest shall be due and payable upon the earlier of (i) the
fifth Business Day after the sending to the Company and to the Representative
under the Credit Agreement, of such written notice, unless such Event of Default
is cured or waived prior to such date and (ii) the date of acceleration of any
Designated Senior Debt. In the event a declaration of acceleration resulting
solely from an Event of Default described in clause (a)(iv) above has occurred
and is continuing, such declaration of acceleration shall be automatically
annulled if such default is cured or waived or the holders of the Indebtedness
which is the subject of such default have rescinded their declaration of
acceleration in respect of such Indebtedness within five days thereof and the
Trustee has received written notice of such cure, waiver or rescission and no
other Event of Default described in clause (a)(iv) above has occurred that has
not been cured or waived within five days of the declaration of such
acceleration in respect of such Indebtedness. If an Event of Default specified
in clauses (a)(vii) or (a)(viii) above, relating to the Company, occurs, all
principal and accrued interest (and Liquidated Damages, if any) thereon will be
immediately due and payable on all outstanding Notes without any declaration or
other act on the part of the Trustee or the Holders.

     (b)  At any time after such a declaration of acceleration being made and
before a judgment or decree for payment of the money due has been obtained by
the Trustee as hereinafter provided in this Article VI, the Holders of not less
than a majority in aggregate principal amount of then outstanding Notes, by
written notice to the Company and the Trustee, may rescind, on behalf of all
Holders, any such declaration of acceleration if:

          (i)    the Company has paid or deposited with the Trustee cash
     sufficient to pay (A) all overdue interest and Liquidated Damages, if any,
     on all Notes; (B) the principal of (and premium, if any, applicable to) any
     Notes which would become due other than by reason of such declaration of
     acceleration, and interest thereon at the rate borne by the Notes; (C) to
     the extent that payment of such interest is lawful, interest upon overdue
     interest at the rate borne by the Notes; (D) all sums paid or advanced by
     the Trustee hereunder and the reasonable compensation, expenses,
     disbursements and advances of the Trustee and its agents and counsel, and
     all other amounts due the Trustee under Section 7.7; and

                                      -70-

<PAGE>

          (ii)   all Events of Default, other than the non-payment of the
     principal of, premium, if any, and interest (and Liquidated Damages, if
     any) on the Notes which have become due solely by such declaration of
     acceleration, have been cured or waived as provided in Section 6.4.

     (c)  Notwithstanding the previous sentence of this Section 6.2, no waiver
shall be effective against any Holder for any Event of Default or event which
with notice or lapse of time or both would be an Event of Default with respect
to (i) any covenant or provision which cannot be modified or amended without the
consent of the Holder of each outstanding Note affected thereby, unless all such
affected Holders agree, in writing, to waive such Event of Default or other
event and (ii) any provision or covenant requiring supermajority approval to
amend, unless such default has been waived by such a supermajority. No such
waiver shall cure or waive any subsequent default or impair any right consequent
thereon.

     (d)  If payment of the Notes is accelerated because of an Event of Default,
the Company shall promptly notify each Representative of the acceleration.

Section 6.3   Other Remedies.
              --------------

     (a)  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 on the Notes or to enforce the performance of any provision of
the Notes or this Indenture.

     (b)  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 of a Note 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.

Section 6.4   Waiver of Past Defaults.
              -----------------------

     Subject to Section 6.7, the Holders of at least a majority in principal
amount of the outstanding Notes by written notice to the Company and to the
Trustee, may, on behalf of all Holders, waive any existing or past Default or
Event of Default hereunder and its consequences under this Indenture, except a
default:

          (a)  in the payment of principal of, premium, if any, or interest on
     any Note not yet cured as specified in clauses (a)(i) and (a)(ii) of
     Section 6.1 hereof;

          (b)  in respect of a covenant or provision hereof which, under Article
     IX, cannot be modified or amended without the consent of the Holder of each
     outstanding Note affected, unless all such affected Holders agree, in
     writing, to waive such default;

          (c)  any provision or covenant requiring supermajority approval to
     amend, unless such default has been waived by such a supermajority; or

                                      -71-

<PAGE>

          (d)  the rescission of which would conflict with any judgment or
     decree of a court of competent jurisdiction.

          (e)  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 arising therefrom.

Section 6.5   Control by Majority.
              -------------------

     Holders of at least a majority in aggregate principal amount of the then
outstanding Notes may direct the time, method and place of conducting any
proceeding for exercising any remedy available to the Trustee or exercising any
trust or power conferred on it. However, the Trustee may refuse to follow any
direction that conflicts with law or this Indenture, that the Trustee determines
in good faith may be unduly prejudicial to the rights of other Holders of Notes
not joining in the giving of such direction or that may involve the Trustee in
personal liability and the Trustee may take any other action it deems proper
that is not inconsistent with any such direction received from Holders of the
Notes.

Section 6.6   Limitation on Suits.
              -------------------

     (a)  A Holder of a Note may pursue a remedy with respect to this Indenture
or the Notes only if:

          (i)    the Holder of a Note gives to the Trustee written notice of a
     continuing Event of Default;

          (ii)   the Holders of at least 25% in aggregate principal amount of
     the then outstanding Notes make a written request to the Trustee to pursue
     the remedy;

          (iii)  such Holder of a Note or Holders of Notes offer and, if
     requested, provide to the Trustee indemnity satisfactory to the Trustee
     against any costs, liability or expense;

          (iv)   the Trustee does not comply with the request within 60 days
     after receipt of the request and the offer and, if requested, the provision
     of indemnity; and

          (v)    during such 60-day period the Holders of a majority in
     principal amount of the then outstanding Notes do not give the Trustee a
     direction inconsistent with the request.

     (b)  A Holder of a Note may not use this Indenture to prejudice the rights
of another Holder of a Note or to obtain a preference or priority over another
Holder of a Note.

Section 6.7   Rights of Holders of Notes to Receive Payment.
              ---------------------------------------------

     Notwithstanding any other provision of this Indenture, except as permitted
by Section 9.2 and subject to the provisions of Article XI, the right of any
Holder of a Note to receive payment

                                      -72-

<PAGE>

of the principal of, premium and Liquidated Damages, if any, and interest on the
Note, on or after 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 6.8   Collection Suit by Trustee.
              --------------------------

     If an Event of Default specified in Section 6.1 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 and Liquidated Damages, if any, and interest 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 6.9   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 of the Notes 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 7.7 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 7.7 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; provided that nothing stated
herein shall modify the rights as between the Holders of the Notes and the
holders of Senior Debt or Guarantor Senior Debt, as applicable, as set forth in
Article XI. 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; provided, however, that the Trustee
may, on behalf of the Holders, vote for the election of a trustee in bankruptcy
or similar official and may be a member of the creditor's committee.

                                      -73-

<PAGE>

Section 6.10  Priorities.
              ----------

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

          (i)    to the Trustee, its agents and attorneys for amounts due under
     Section 7.7 hereof, including payment of all compensation, expense and
     liabilities incurred, and all advances made, by the Trustee and the costs
     and expenses of collection;

          (ii)   subject to the provisions of Article XI, to Holders of Notes
     for amounts due and unpaid on the Notes for principal and Liquidated
     Damages, if any, and interest, ratably, without preference or priority of
     any kind, according to the amounts due and payable on the Notes for
     principal, premium and Liquidated Damages, if any, and interest,
     respectively; and

          (iii)  to the Company or to such party as a court of competent
     jurisdiction shall direct.

     (b)  The Trustee may fix a Record Date and payment date for any payment to
Holders of Notes 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 does
not apply to a suit by the Trustee, a suit by a Holder of a Note pursuant to
Section 6.7 hereof, or a suit by Holders of more than 10% in principal amount of
the then outstanding Notes.

                                  ARTICLE VII

                                     TRUSTEE

Section 7.1   Duties of Trustee.
              -----------------

     (a)  If an Event of Default of which the Trustee has knowledge 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 its own affairs.

                                      -74-

<PAGE>

     (b)  Except during the continuance of an Event of Default of which the
Trustee has knowledge:

          (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.

     (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 (c) 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 an 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 6.5 hereof.

     (d)  Whether or not therein expressly so provided, every provision of this
Indenture that in any way relates to the Trustee is subject to Sections 7.1 and
7.2.

     (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 7.2   Rights of Trustee.
              -----------------

     (a)  In connection with the Trustee's rights and duties under this
Indenture, 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.

                                      -75-

<PAGE>

     (b)  Before the Trustee acts or refrains from acting under this Indenture,
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)  Except with respect to Section 4.1 hereof, the Trustee shall have no
duty to inquire as to the performance of the Company's covenants in Article IV
hereof. In addition, the Trustee shall not be deemed to have knowledge of any
Default or Event of Default except (i) any Event of Default occurring pursuant
to Sections 6.1(a)(i), 6.1(a)(ii) and 4.1 or (ii) any Default or Event of
Default of which the Trustee shall have received written notification in the
manner set for in this Indenture, or an officer in the corporate trust
administration of the Trustee shall have obtained actual knowledge.

     (h)  The Trustee shall not be bound to make any investigation into the
facts or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture,
note, other evidence of indebtedness or other paper or document, but the Trustee
may, in its discretion, make such further inquiry or investigation into such
facts or matters as it may see fit.

Section 7.3   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 (as defined in the
TIA) it must eliminate such conflict within 90 days, apply to the SEC 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 Sections 7.10 and 7.11 hereof.

                                      -76-

<PAGE>

Section 7.4   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 7.5   Notice of Defaults Agreement.
              ----------------------------

     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 of Notes a notice in the
manner and to the extent provided by Section 313(c) of the TIA 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 on
any Note, the Trustee may withhold the notice if and so long as a committee of
its Officers in good faith determines that withholding the notice is in the
interests of the Holders of the Notes.

Section 7.6   Reports by Trustee to Holders of the Notes.
              ------------------------------------------

     (a)  Within 60 days after each June 1 beginning with the June 1 following
the date of this Indenture, and for so long as Notes remain outstanding, the
Trustee shall mail to the Holders of the Notes 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 12 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).

     (b)  A copy of each report at the time of its mailing to the Holders of
Notes shall be mailed to the Company and filed with the SEC 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.

Section 7.7   Compensation and Indemnity.
              --------------------------

     (a)  The Company shall pay to the Trustee from time to time reasonable
compensation for its acceptance of this Indenture and services hereunder. 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.

     (b)  The Company shall indemnify the Trustee against any and all losses,
liabilities or expenses (including reasonable attorneys' fees) incurred by it
arising out of or in connection with

                                      -77-

<PAGE>

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 7.7) 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 loss, liability or expense may be
attributable to its negligence, bad faith or willful misconduct. 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.

     (c)  The obligations of the Company under this Section 7.7 shall survive
the satisfaction and discharge of this Indenture.

     (d)  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 and
interest on particular Notes; provided that nothing stated herein shall modify
the rights as between the Holders of the Notes and the holders of the Senior
Debt or Guarantor Senior Debt, as applicable, as set forth in Article XI hereof.
Such Lien shall survive the satisfaction and discharge of this Indenture.

     (e)  When the Trustee incurs expenses or renders services after an Event
of Default specified in Sections 6.1(a)(vii) or 6.1(a)(viii) 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.

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

Section 7.8   Replacement of Trustee.
              ----------------------

     (a)  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 7.8.

     (b)  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 Notes
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:

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

          (ii)  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;

                                      -78-

<PAGE>

          (iii) a Custodian or public officer takes charge of the Trustee or
     its property; or

          (iv)  the Trustee becomes incapable of acting.

     (c)  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.

     (d)  If a successor Trustee does not take office within 60 days after the
retiring Trustee resigns or is removed, the retiring Trustee, the Company, or
the Holders of Notes 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.

     (e)  If the Trustee, after written request by any Holder of a Note who has
been a Holder of a Note for at least six months, fails to comply with
Section 7.10, such Holder of a Note may petition any court of competent
jurisdiction for the removal of the Trustee and the appointment of a successor
Trustee.

     (f)  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 of the Notes. The retiring Trustee shall promptly transfer
all property held by it as Trustee to the successor Trustee; provided that all
sums owing to the Trustee hereunder have been paid and subject to the Lien
provided for in Section 7.7 hereof. Notwithstanding replacement of the Trustee
pursuant to this Section 7.8, the Company's obligations under Section 7.7 hereof
shall continue for the benefit of the retiring Trustee.

Section 7.9   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.
              -----------------------------

     (a)  There shall at all times be a Trustee hereunder that is a corporation
or trust company (or a member of a bank holding company) 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 (or the bank holding company of which it is a member has) a combined capital
and surplus of at least $50,000,000 as set forth in its most recent published
annual report of condition.

                                      -79-

<PAGE>

     (b)  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).

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 VIII

                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.1   Option to Effect Legal Defeasance or Covenant Defeasance.
              --------------------------------------------------------

     The Company may, at the option of its Board of Directors evidenced by a
resolution set forth in an Officers' Certificate, at any time, elect to have
either Section 8.2 or 8.3 hereof be applied to all outstanding Notes upon
compliance with the conditions set forth below in this Article VIII.

Section 8.2   Legal Defeasance and Discharge.
              ------------------------------

     Upon the Company's exercise under Section 8.1 hereof of the option
applicable to this Section 8.2, each of the Company and the Guarantors, as
applicable, shall, subject to the satisfaction of the applicable conditions set
forth in Section 8.4 hereof, be deemed to have been discharged from its
obligations with respect to all outstanding Notes and Guarantees, as applicable,
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 Indebtedness represented by the
outstanding Notes and the Guarantors shall be deemed to have paid and discharged
the entire Indebtedness represented by the outstanding Guarantees, which shall
thereafter be deemed to be "outstanding" only for the purposes of Section 8.5
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, such
Guarantees 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 8.4 hereof, and as more fully
set forth in such Section, payments in respect of the principal of, premium, if
any, and interest and Liquidated Damages, if any, on such Notes when such
payments are due, (b) the Company's obligations with respect to such Notes under
Article II and Section 4.2 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 VIII. Subject to compliance with this
Article VIII, the Company may exercise its option under this Section 8.2
notwithstanding the prior exercise of its option under Section 8.3 hereof.

                                      -80-

<PAGE>

Section 8.3   Covenant Defeasance.
              -------------------

     Upon the Company's exercise under Section 8.1 hereof of the option
applicable to this Section 8.3, subject to the satisfaction of the applicable
conditions set forth in Section 8.4 hereof, the Company and the Guarantors shall
be released from their respective obligations under Sections 4.3, 4.4, 4.5, 4.7,
4.8, 4.9, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15, 4.16 and clause (iii) of
Section 5.1(a) hereof and the Guarantors shall be released from their
obligations under Section 10.3(b) hereof, in each case on and after the date the
conditions set forth below are satisfied (hereinafter, "Covenant Defeasance"),
and the Notes and the Guarantees 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 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 6.1 hereof, but, except as specified above, the remainder of this
Indenture and such Notes shall be unaffected thereby. In addition, upon the
Company's exercise under Section 8.1 hereof of the option applicable to this
Section 8.3 hereof, subject to the satisfaction of the applicable conditions set
forth in Section 8.4 hereof, (a) Sections 6.1(a)(iii) through 6.1(a)(vi) hereof
shall not constitute Events of Default and (b) Sections 6.1(a)(vii) and
6.1(a)(viii) shall not constitute Events of Default as of the 91st day following
the occurrence of the Company's exercise of Covenant Defeasance; provided,
however, that for all other purposes as set forth herein, such Covenant
Defeasance provisions shall be effective.

Section 8.4   Conditions to Legal or Covenant Defeasance.
              ------------------------------------------

     (a)  The following shall be the conditions to the application of either
Section 8.2 or 8.3 hereof to the outstanding Notes:

     In order to exercise either Legal Defeasance or Covenant Defeasance,

          (i)   the Company must irrevocably deposit or cause to be deposited
     with the Trustee, in trust, for the benefit of the Holders of the Notes,
     U.S. legal tender, U.S. Government Obligations or a combination thereof, in
     such amounts as will be sufficient, in the opinion of a nationally
     recognized firm of independent public accountants, to pay the principal of,
     premium, if any, Liquidated Damages, if any, and interest on such Notes on
     the stated date for payment thereof or on the Redemption Date of such
     principal or installment of principal of, premium, if any, Liquidated
     Damages, if any, or interest on such Notes, and the Holders of Notes must
     have a valid, perfected, exclusive security interest in such trust;

          (ii)  in the case of an election under Section 8.2 hereof, the
     Company shall have delivered to the Trustee an Opinion of Counsel in the
     United States reasonably ac-

                                      -81-

<PAGE>

     ceptable to the Trustee confirming that (A) the Company has received from,
     or there has been published by the Internal Revenue Service, a ruling or
     (B) since the date of this Indenture, there has been a change in the
     applicable federal income tax law, in either case to the effect that, and
     based thereon such Opinion of Counsel shall confirm that, the Holders of
     such Notes will not recognize income, gain or loss for federal income tax
     purposes as a result of such Legal Defeasance and will be subject to
     federal income tax on the same amounts, in the same manner and at the same
     times as would have been the case if such Legal Defeasance had not
     occurred;

          (iii) in the case of an election under Section 8.3 hereof, the Company
     shall have delivered to the Trustee an Opinion of Counsel in the United
     States reasonably acceptable to such Trustee confirming that the Holders of
     such Notes will not recognize income, gain or loss for federal income tax
     purposes as a result of such Covenant Defeasance and will be subject to
     federal income tax on the same amounts, in the same manner and at the same
     times as would have been the case if such Covenant Defeasance had not
     occurred;

          (iv)  no Default or Event of Default shall have occurred and be
     continuing on the date of such deposit;

          (v)   such Legal Defeasance or Covenant Defeasance shall not result
     in a breach or violation of, or constitute a default under this Indenture
     or any other material agreement or instrument to which the Company or any
     of its Subsidiaries is a party or by which the Company or any of its
     Subsidiaries is bound;

          (vi)  the Company shall have delivered to the Trustee an Officers'
     Certificate stating that the deposit was not made by the Company with the
     intent of preferring the Holders of such Notes over any other creditors of
     the Company or with the intent of defeating, hindering, delaying or
     defrauding any other creditors of the Company or others; and

          (vii) the Company shall have delivered to the Trustee an Officers'
     Certificate and an Opinion of Counsel, each stating that the conditions
     precedent provided for in, in the case of the Officers' Certificate,
     clauses (i) through (vi) and, in the case of the Opinion of Counsel,
     clauses (i) (with respect to the validity and perfection of the security
     interest), (ii), (iii) and (v) of this paragraph (a) have been complied
     with.

     (b)  If the funds deposited with the Trustee to effect Covenant Defeasance
are insufficient to pay the principal of, premium, if any, and interest on the
Notes when due, then the obligations of the Company and the Guarantors under
this Indenture will be revived and no such defeasance shall be deemed to have
occurred.

                                      -82-

<PAGE>

Section 8.5   Deposited Money and Government Securities to Be Held in Trust;
              --------------------------------------------------------------
              Other Miscellaneous Provisions.
              ------------------------------

     (a)  Subject to Section 8.6 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 8.5, the
"Trustee") pursuant to Section 8.4 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
Liquidated Damages, if any), but such money need not be segregated from other
funds except to the extent required by law.

     (b)  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 8.4 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.

     (c)  Anything in this Article VIII 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 8.4 hereof which, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee (which may be the opinion delivered under
Section 8.4(a) 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.

Section 8.6   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,
Liquidated Damages, if any, or interest on any Note and remaining unclaimed for
two years after such principal, and premium, if any, Liquidated Damages, if any,
or interest has become due and payable shall be paid to the Company on its
written request or (if then held by the Company) shall be discharged from such
trust; and the Holder of such Note shall thereafter, as a 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 will be repaid to the Company.

                                      -83-

<PAGE>

Section 8.7   Reinstatement.
              -------------

     If the Trustee or Paying Agent is unable to apply any United States legal
tender or U.S. Government Obligations in accordance with Section 8.2 or 8.3
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 8.2 or 8.3 hereof until such time as the Trustee or Paying Agent is
permitted to apply all such money in accordance with Section 8.2 or 8.3 hereof,
as the case may be; provided, however, that, if the Company makes any payment of
principal of, premium, if any, or interest on any Note following the
reinstatement of its obligations, the Company shall be subrogated to the rights
of the Holders of such Notes to receive such payment from the money held by the
Trustee or Paying Agent.

Section 8.8   Satisfaction and Discharge.
              --------------------------

     In addition to the Company's rights under Sections 8.2 and 8.3, the Company
and the Guarantors may terminate all of their obligations under this Indenture
(subject to Section 8.7) when:

          (a)  either (i) all such outstanding Notes theretofore
     authenticated and delivered (other than Notes that have been destroyed,
     lost or stolen and that have been replaced or paid as provided in
     Section 2.7) have been delivered to the Trustee for cancellation, or
     (ii) all such Notes not theretofore delivered to the Trustee for
     cancellation have become due and payable or, within one year will become
     due and payable or subject to redemption under Section 3.7 hereof, and the
     Company has irrevocably deposited or caused to be deposited with the
     Trustee funds in an amount sufficient to pay and discharge the entire
     Indebtedness on the Notes not theretofore delivered to the Trustee for
     cancellation, for principal of, premium, if any, and interest to the Stated
     Maturity of the Notes;

          (b)  the Company has paid all sums payable hereunder;

          (c)  the Company has delivered irrevocable instructions to the Trustee
     to apply the deposited money toward the payment of the Notes at maturity or
     on the Redemption Date, as the case may be;

          (d)  the Holders have a valid, perfected, exclusive security interest
     in such trust; and

          (e)  the Company has delivered to the Trustee an Officers'
     Certificate and an Opinion of Counsel, each stating that all conditions
     precedent specified herein relating to the satisfaction and discharge of
     this Indenture have been complied with, and that such satisfaction and
     discharge will not result in a breach or violation of, or constitute a
     Default under, this Indenture or any other material instrument to which the
     Company, any Guarantors or any of their Subsidiaries is a party or by which
     it or their property is bound.

                                      -84-

<PAGE>

                                   ARTICLE IX

                        AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.1   Without Consent of Holders of Notes.
              -----------------------------------

     (a)  Notwithstanding Section 9.2 of this Indenture, the Company, any
Guarantor and the Trustee may amend or supplement this Indenture, the Notes or
any Guarantee, without the consent of any Holder of a Note:

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

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

          (iii) to provide for the assumption of the Company's obligations
     to the Holders of the Notes in the case of a merger or consolidation
     pursuant to Article V hereof;

          (iv)  to provide for additional Guarantors as set forth in
     Section 10.4 or for the release or assumption of a Guarantee in compliance
     with this Indenture;

          (v)   to make any change that would provide any additional rights or
     benefits to the Holders of the Notes or that does not adversely affect the
     rights hereunder of any Holder;

          (vi)  to comply with the provisions of the Depositary, Euroclear or
     Clearstream or the Trustee with respect to the provisions of this Indenture
     or the Notes relating to transfers and exchanges of Notes or beneficial
     interests therein; or

          (vii) to comply with requirements of the SEC in order to effect or
     maintain the qualification of this Indenture under the TIA.

     (b)  Upon the request of the Company accompanied by a resolution of its
Board of Directors authorizing the execution of any such amended or supplemental
Indenture, and upon receipt by the Trustee of the documents described in
Section 9.6 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 adversely affects its own
rights, duties or immunities under this Indenture or otherwise.

Section 9.2   With Consent of Holders of Notes.
              --------------------------------

     (a)  Except as expressly stated otherwise in this Section 9.2, and subject
to Sections 6.4 and 6.7 hereof, the Company, any Guarantor and the Trustee may
amend or supplement this Indenture, the Notes and the Guarantees, with the
consent of the Holders of a majority in aggre-

                                      -85-

<PAGE>

gate principal amount of the Notes then outstanding (including, without
limitation, consents obtained in connection with a purchase of, or tender offer
or exchange offer for, the Notes), and, subject to Sections 6.4 and 6.7 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 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 aggregate principal
amount of the then outstanding Notes (including consents obtained in connection
with a purchase of, or tender offer or exchange offer for, the Notes); provided
that no such modification may, without the consent of each Holder affected
thereby:

          (i)   change the Stated Maturity on any Note, or reduce the principal
     amount thereof or the rate (or extend the time for payment) of interest
     thereon or any premium payable upon the redemption thereof at the option of
     the Company, or change the coin or currency in which any Note or any
     premium or the interest (or Liquidated Damages) thereon is payable, or
     impair the right to institute suit for the enforcement of any such payment
     on or after the Stated Maturity thereof (or, in the case of redemption at
     the Company's option, on or after the Redemption Date), or

          (ii)  amend or modify the Company's obligation to make or
     consummate an Asset Sale Offer after the obligation to make such an Asset
     Sale Offer arises, or

          (iii) alter the provisions (including the defined terms used therein)
     regarding the Company's right to redeem the Notes as a right, or at the
     Company's option, in a manner adverse to the Holders (including, without
     limitation, alter or change any Redemption Date with respect to any Note or
     the premium applicable thereto), or

          (iv)  reduce the percentage in principal amount of the outstanding
     Notes, the consent of whose Holders is required for any such amendment,
     supplemental indenture or waiver provided for in this Indenture, or

          (v)   amend or modify any provision of this Indenture relating to
     subordination (including the related definitions, including, without
     limitation, the definition of "Senior Debt" or "Guarantor Senior Debt") in
     any manner that adversely affects Holders of the Notes, or

          (vi)  modify any of the waiver provisions, except to increase any
     required percentage or to provide that certain other provisions of this
     Indenture cannot be modified or waived without the consent of the Holder of
     each outstanding Note affected thereby.

     (b)  In connection with any amendment, supplement or waiver under this
Article IX, the Company may, but shall not be obligated to, offer to any Holder
who consents to such amendment, supplement or waiver, or to all Holders,
consideration for such Holder's consent to such amendment, supplement or waiver.

                                      -86-

<PAGE>

     (c)  Upon the request of the Company accompanied by a resolution of its
Board of Directors 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 of Notes as aforesaid, and upon receipt by
the Trustee of the documents described in Section 9.6 hereof, the Trustee shall
join with the Company in the execution of such amended or supplemental indenture
unless such amended or supplemental indenture adversely 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.

     (d)  It shall not be necessary for the consent of the Holders of Notes
under this Section 9.2 to approve the particular form of any proposed amendment
or waiver, but it shall be sufficient if such consent approves the substance
thereof.

     (e)  After an amendment, supplement or waiver under this Section becomes
effective, the Company shall mail to the Holders of Notes affected thereby 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.

Section 9.3   Compliance with Trust Indenture Act.
              -----------------------------------

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

Section 9.4   Revocation and Effect of Consents.
              ---------------------------------

     (a)  Until an amendment, supplement or waiver becomes effective (as
determined by the Company and which may be prior to any such amendment,
supplement or waiver becoming operative), a consent to it by a Holder of a Note
is a continuing consent by the Holder of a Note and every subsequent Holder of a
Note or portion of a Note that evidences the same Indebtedness as the consenting
Holder's Note, even if notation of the consent is not made on any Note. However,
any such Holder of a Note or subsequent Holder of a Note 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 (as determined by the
Company).

     (b)  The Company may, but shall not be obligated to, fix a record date for
the purpose of determining the Holders entitled to consent to any amendment,
supplement or waiver, which record date shall be the date so fixed by the
Company notwithstanding the provisions of the TIA. If a record date is fixed,
then notwithstanding the last sentence of the immediately preceding paragraph,
those Persons who were Holders at such record date, and only those Persons (or
their duly designated proxies), shall be entitled to revoke any consent
previously given, whether or not such Persons continue to be Holders after such
record date.

     (c)  After an amendment, supplement or waiver becomes effective, it shall
bind every Holder unless it makes a change described in any of clauses (a)(i)
through (a)(iii) of Section 9.2 hereof, in which case, the amendment, supplement
or waiver shall bind only each Holder of a

                                      -87-

<PAGE>

Note who has consented to it and every subsequent Holder of a Note or portion of
a Note that evidences the same debt as the consenting Holder's Note; provided
that any such waiver shall not impair or affect the right of any Holder to
receive payment of principal and premium of and interest (and Liquidated
Damages, if any) on a Note, on or after the respective dates set for such
amounts to become due and payable expressed in such Note, or to bring suit for
the enforcement of any such payment on or after such respective dates.

Section 9.5   Notation on or Exchange of Notes.
              --------------------------------

     (a)  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 authenticate new Notes
that reflect the amendment, supplement or waiver.

     (b)  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 9.6   Trustee to Sign Amendments, etc.
              -------------------------------

     The Trustee shall sign any amendment, supplement or waiver authorized
pursuant to this Article IX if the amendment, supplement or waiver does not
adversely affect the rights, duties, liabilities or immunities of the Trustee.
In executing any amendment, supplement or waiver, the Trustee shall be entitled
to receive indemnity reasonably satisfactory to it and to receive and (subject
to Section 7.1) shall be fully protected in relying upon, an Officers'
Certificate and an Opinion of Counsel stating that the execution of such
amendment, supplement or waiver is authorized or permitted by this Indenture.

                                    ARTICLE X

                                   GUARANTEES

Section 10.1  Guarantees.
              ----------

     (a)  Subject to the provisions of this Article X, and in consideration of
good and valuable consideration, the receipt of and sufficiency of which are
hereby acknowledged, each Guarantor that from time to time shall be required to
execute a supplemental indenture in accordance with Section 10.4 hereof, jointly
and severally, if any, to the fullest extent permitted under applicable law,
irrevocably and unconditionally guarantees, as to each Holder of a Note
authenticated and delivered by the Trustee and to the Trustee and its successors
and assigns, that (i) the principal of, and premium and interest and Liquidated
Damages, if any, on the Notes shall be duly and punctually paid in full when
due, whether at maturity, by acceleration, call for redemption, upon a Change of
Control Offer, upon an Asset Sale Offer or otherwise, and interest on overdue
principal, and premium, if any, and (to the extent permitted by law) interest on
any interest, if any, on the Notes and all other obligations of the Company to
the Holders or the Trustee hereunder or under the Notes (including fees,
expenses or other) shall be promptly paid in full or performed, all in
accordance with the terms hereof; and (ii) in case of any extension of time of
payment or

                                      -88-

<PAGE>

renewal of any Notes or any of such other obligations, the same shall be
promptly paid in full when due or performed in accordance with the terms of the
extension or renewal, whether at stated maturity, by acceleration, call for
redemption, upon a Change of Control, upon an Asset Sale Offer or otherwise
(collectively, the "Guarantee Obligations"). Failing payment when due of any
Guarantee Obligation or failing performance of any other obligation of the
Company to the Holders, for whatever reason, each Guarantor shall be obligated
to pay, or to perform or to cause the performance of, the same immediately and
before the failure to so pay becomes an Event of Default. An Event of Default
under this Indenture or the Notes shall constitute an event of default under the
Guarantee, and shall entitle the Trustee or the Holders of Notes to accelerate
the Guarantee Obligations of each Guarantor hereunder in the same manner and to
the same extent as the Obligations of the Company.

     (b)  Each Guarantor hereby agrees that, to the fullest extent permitted
under applicable law, its Guarantee Obligations hereunder shall be
unconditional, irrespective of the validity, regularity or enforceability of the
Notes or this Indenture, the absence of any action to enforce the same, any
waiver or consent by any Holder of the Notes with respect to any thereof, the
entry of any judgment against the Company, any action to enforce the same or any
other circumstance which might otherwise constitute a legal or equitable
discharge or defense of a Guarantor. Each Guarantor hereby, to the fullest
extent permitted under applicable law, waives and relinquishes, (i) any right to
require the Trustee, the Holders or the Company (each, a "Benefited Party") to
proceed against the Company, the Subsidiaries or any other Person or to proceed
against or exhaust any security held by a Benefited Party at any time or to
pursue any other remedy in any secured party's power before proceeding against
the Guarantors; (ii) any defense that may arise by reason of the incapacity,
lack of authority, death or disability of any other Person or Persons or the
failure of a Benefited Party to file or enforce a claim against the estate (in
administration, bankruptcy or any other proceeding) of any other Person or
Persons; (iii) demand, protest and notice of any kind (except as expressly
required by this Indenture), including but not limited to notice of the
existence, creation or incurring of any new or additional Indebtedness or
obligation or of any action or non-action on the part of the Guarantors, the
Company, the Subsidiaries, any Benefited Party, any creditor of the Guarantors,
the Company or the Subsidiaries or on the part of any other Person whomsoever in
connection with any obligations the performance of which are hereby guaranteed;
(vi) any defense based upon an election of remedies by a Benefited Party,
including, but not limited to, an election to proceed against the Guarantors for
reimbursement; (v) any defense based upon any statute or rule of law which
provides that the obligation of a surety must be neither larger in amount nor in
other respects more burdensome than that of the principal; (vi) any defense
arising because of a Benefited Party's election, in any proceeding instituted
under the Bankruptcy Law, of the application of Section 1111(b)(2) of the
Bankruptcy Code; and (vii) any defense based on any borrowing or grant of a
security interest under Section 364 of the Bankruptcy Code. The Guarantors
hereby covenant that, except as otherwise provided therein, the Guarantees shall
not be discharged except by payment in full of all Guarantee Obligations,
including the principal, premium, if any, and interest on the Notes and all
other costs provided for under this Indenture or as provided in Section 8.1.

     (c)  If any Holder or the Trustee is required by any court or otherwise to
return to either the Company or the Guarantors, or any trustee or similar
official acting in relation to either

                                      -89-

<PAGE>

the Company or the Guarantors, any amount paid by the Company or the Guarantors
to the Trustee or such Holder, the Guarantees, to the extent theretofore
discharged, shall be reinstated in full force and effect. Each of the Guarantors
agrees that it shall not be entitled to any right of subrogation in relation to
the Holders in respect of any Guarantee Obligations hereby until payment in full
of all such obligations guaranteed hereby. Each Guarantor agrees that, as
between it, on the one hand, and the Holders of Notes and the Trustee, on the
other hand, (i) the maturity of the obligations guaranteed hereby may be
accelerated as provided in Article VI hereof for the purposes hereof,
notwithstanding any stay, injunction or other prohibition preventing such
acceleration in respect of the Guarantee Obligations, and (ii) in the event of
any acceleration of such obligations as provided in Article VI hereof, such
Guarantee Obligations (whether or not due and payable), shall forthwith become
due and payable by such Guarantor for the purpose of the Guarantee.

Section 10.2  Execution and Delivery of Guarantees.
              ------------------------------------

     (a)  To evidence the Guarantees set forth in Section 10.1 hereof, each of
the Guarantors agrees that a supplemental indenture substantially in the form of
Exhibit E hereto shall be executed on behalf of each of the Guarantors by an
Officer of each of the Guarantors.

     (b)  Each of the Guarantors agree that the Guarantees set forth in this
Article X shall remain in full force and effect and apply to all the Notes
notwithstanding any failure to endorse on each Note a notation of the
Guarantees.

     (c)  If an Officer whose facsimile signature is on a Note or a notation of
Guarantee no longer holds that office at the time the Trustee authenticates the
Note on which the Guarantees are endorsed, the Guarantees shall be valid
nevertheless.

     (d)  The delivery of any Note by the Trustee, after the authentication
thereof hereunder, shall constitute due delivery of the Guarantees set forth in
this Indenture on behalf of the Guarantors.

Section 10.3  Guarantors May Consolidate, etc., on Certain Terms.
              --------------------------------------------------
     (a)  Nothing contained in this Indenture or in the Notes shall prevent any
consolidation or merger of any Guarantor with or into each other or with or into
the Company. Upon any such consolidation or merger, the Subsidiary Guarantee of
the Subsidiary Guarantor that does not survive the consolidation or merger shall
no longer be of any force or effect.

     (b)  Except for a merger or consolidation in which a Guarantor is sold and
its Guarantee is released in compliance with the provisions of Section 10.5, no
Guarantor shall consolidate or merge with or into (whether or not such Guarantor
is the surviving Person) another Person unless, subject to the provisions of the
following paragraph and certain other provisions of this Indenture, (i) the
Person formed by or surviving any such consolidation or merger (if other than
such Guarantor) assumes all the obligations of such Guarantor pursuant to a
supplemental indenture in form reasonably satisfactory to the Trustee, pursuant
to which such person shall unconditionally guarantee, on a senior subordinated
basis, all of such Guarantor's obligations under such Guarantor's Guarantee and
this Indenture on the terms set forth in this Indenture; and

                                      -90-

<PAGE>

(ii) immediately before and immediately after giving effect to such transaction
on a pro forma basis, no Default or Event of Default shall have occurred or be
continuing. In case of any such consolidation or merger and upon the assumption
by the successor corporation, by supplemental indenture, executed and delivered
to the Trustee and reasonably satisfactory in form to the Trustee, of the
Guarantees endorsed upon the Notes and the due and punctual performance of all
of the covenants and conditions of this Indenture to be performed by such
Guarantor, such successor corporation shall succeed to and be substituted for
such Guarantor with the same effect as if it had been named herein as a
Guarantor. Such successor corporation thereupon may cause to be signed any or
all of the Guarantees to be endorsed upon all of the Notes issuable hereunder
which theretofore shall not have been signed by the Company and delivered to the
Trustee. All the Guarantees so issued shall in all respects have the same legal
rank and benefit under this Indenture as the Guarantees theretofore and
thereafter issued in accordance with the terms of this Indenture as though all
of such Guarantees had been issued at the date of the execution hereof.

     (c)  The Trustee, subject to the provisions of Section 12.4 hereof, shall
be entitled to receive an Officers' Certificate as conclusive evidence that any
such consolidation or merger, and any such assumption of Guarantee Obligations,
comply with the provisions of this Section 10.3. Such Officers' Certificate
shall comply with the provisions of Section 12.5.

Section 10.4   Future Guarantors.
               -----------------

     The Company shall not permit any Subsidiary individually or together with
all other Subsidiaries that are not Guarantors to (a) become Material Domestic
Subsidiaries or (b) guarantee any Indebtedness of the Company or any of its
Domestic Subsidiaries, unless the Subsidiary that so becomes a Material Domestic
Subsidiary or the Subsidiary that so guaranteed such Indebtedness, as the case
may be, simultaneously executes a supplemental indenture to this Indenture
(substantially in the form of Exhibit E hereto) providing for the Guarantee of
the payment of the Notes by such Subsidiary or Subsidiaries, which Guarantee(s)
shall be irrevocable and unconditional in respect of all principal, premium, if
any, Liquidated Damages, if any, and interest on the Notes on a senior
subordinated basis.

Section 10.5   Release of Guarantors.
               ---------------------

     (a)  Notwithstanding Section 10.3(b), upon the sale or disposition (whether
by merger, stock purchase, asset sale or otherwise) of a Guarantor (or all or
substantially all of its assets) to an entity which is not a Subsidiary, or the
designation of a Subsidiary to become an Unrestricted Subsidiary, which
transaction is otherwise in compliance with this Indenture (including, without
limitation, the provisions of Section 4.12), such Guarantor shall be deemed
released from its obligations under its Guarantee of the Notes.

     (b)  Upon delivery by the Company to the Trustee of an Officer's
Certificate, to the effect that such sale or other disposition or that such
designation was made by the Company in accordance with the provisions of this
Indenture, the Trustee shall execute any documents reasonably required in order
to evidence the release of any such Guarantor from its Guarantee Obligations
under its Guarantee. Except as provided in Section 10.3(a), any Guarantor not
released from its Guarantee Obligations under its Guarantee shall remain liable
for the full amount of

                                      -91-

<PAGE>

principal of and interest on the Notes and for the other obligations of any
Guarantor under this Indenture as provided in this Article X.

     (c)  Notwithstanding the foregoing provisions of this Article X, (i) any
Guarantor whose Guarantee would otherwise be released pursuant to the provisions
of this Section 10.5 may elect, at its sole discretion, by written notice to the
Trustee, to maintain such Guarantee in effect notwithstanding the event or
events that otherwise would cause the release of such Guarantee (which election
to maintain such Guarantee in effect may be conditional or for a limited period
of time), and (ii) any Subsidiary of the Company which is not a Guarantor may
elect, at its sole discretion, by written notice to the Trustee, to become a
Guarantor (which election may be conditional or for a limited period of time).

Section 10.6   Limitation of Guarantor's Liability; Certain Bankruptcy Events.
               --------------------------------------------------------------

     (a)  Each Guarantor, and by its acceptance hereof each Holder, hereby
confirms that it is the intention of all such parties that the Guarantee
Obligation of such Guarantor pursuant to its Guarantee not constitute a
fraudulent transfer or conveyance for purposes of any Bankruptcy Law, the
Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any
similar federal or state law. To effectuate the foregoing intention, the Holders
and such Guarantor hereby irrevocably agree that the Guarantee Obligations of
such Guarantor under this Article X shall be limited to the maximum amount as
will, after giving effect to all other contingent and fixed liabilities of such
Guarantor and after giving effect to any collections from or payments made by or
on behalf of any other Guarantor in respect of the Guarantee Obligations of such
other Guarantor under this Article X, result in the Guarantee Obligations of
such Guarantor under the Guarantee of such Guarantor not constituting a
fraudulent transfer or conveyance.

     (b)  Each Guarantor hereby covenants and agrees, to the fullest extent that
it may do so under applicable law, that in the event of the insolvency,
bankruptcy, dissolution, liquidation or reorganization of the Company, such
Guarantor shall not file (or join in any filing of), or otherwise seek to
participate in the filing of, any motion or request seeking to stay or to
prohibit (even temporarily) execution on the Guarantee Obligations and hereby
waives and agrees not to take the benefit of any such stay of execution, whether
under Section 362 or 105 of the Bankruptcy Law or otherwise.

Section 10.7   Application of Certain Terms and Provisions to the Guarantors.
               -------------------------------------------------------------

     (a)  For purposes of any provision of this Indenture which provides for the
delivery by any Guarantor of an Officers' Certificate and/or an Opinion of
Counsel, the definitions of such terms in Section 1.1 shall apply to such
Guarantor as if references therein to the Company were references to such
Guarantor.

     (b)  Any request, direction, order or demand which by any provision of this
Indenture is to be made by any Guarantor, shall be sufficient if evidenced as
described in Section 12.2 as if references therein to the Company were
references to such Guarantor.

                                      -92-

<PAGE>

     (c)  Any notice or demand which by any provision of this Indenture is
required or permitted to be given or served by the Trustee or by the holders of
Notes to or on any Guarantor may be given or served as described in Section 12.2
as if references therein to the Company were references to such Guarantor.

     (d)  Upon any demand, request or application by any Guarantor to the
Trustee to take any action under this Indenture, such Guarantor shall furnish to
the Trustee such certificates and opinions as are required in Section 12.4
hereof as if all references therein to the Company were references to such
Guarantor.

Section 10.8   Subordination of Guarantees.
               ---------------------------

     (a)  The obligations of each Guarantor under its Guarantee pursuant to this
Article X shall be subordinated in right of payment to the prior payment in full
in cash of all Guarantor Senior Debt of such Guarantor on the same basis as the
Notes are subordinated to Senior Debt of the Company. For the purposes of the
foregoing sentence, the Trustee and the Holders shall have the right to receive
and/or retain payments by any of the Guarantors only at such times as they may
receive and/or retain payments in respect of Notes pursuant to this Indenture,
including Article XI hereof. In the event that the Trustee receives any
Guarantor payment at a time when an officer of the corporate trust
administration of the Trustee has actual knowledge that such payment is
prohibited by the foregoing sentence, such Guarantor payment shall be paid over
and delivered to the holders of the Guarantor Senior Debt of such Guarantor
remaining unpaid, to the extent necessary to pay in full all such Guarantor
Senior Debt. In the event that a Holder receives any Guarantor payment at a time
when such payment is prohibited by the foregoing sentence, such Guarantor
payment shall be paid over and delivered to the holders of the Guarantor Senior
Debt of such Guarantor remaining unpaid, to the extent necessary to pay in full
all such Guarantor Senior Debt.

     (b)  Each Holder of a Note by its acceptance thereof (i) acknowledges that
as of the Issue Date there are no Guarantors, (ii) agrees to and shall be bound
by the provisions of this Section 10.8, (iii) authorizes and directs the Trustee
on the Holder's behalf to take such action as may be necessary and appropriate
to effectuate the subordination so provided, and (iv) appoints the Trustee as
the Holder's attorney-in-fact for any and all such purposes.

                                   ARTICLE XI

                                  SUBORDINATION

Section 11.1   Notes Subordinate to Senior Debt.
               --------------------------------

     (a)  The Company, the Guarantors and each Holder, by its acceptance of the
Notes, agree that (i) the payment of the principal of and interest on the Notes
and (ii) any other payment in respect of the Notes, including on account of the
acquisition or redemption of the Notes by the Company and the Guarantors
(including, without limitation, pursuant to Sections 4.12 and 4.13 and Article
X), as applicable, is subordinated, to the extent and in the manner provided in
this

                                      -93-

<PAGE>

Article XI, to the prior payment in full in cash of all Senior Debt and that
these subordination provisions are for the benefit of the holders of Senior
Debt.

     (b)  This Article XI shall constitute a continuing offer to all Persons
who, in reliance upon such provisions, become holders of, or continue to hold,
Senior Debt, and such provisions are made for the benefit of the holders of
Senior Debt and such holders are made obligees hereunder and any one or more of
them may enforce such provisions.

Section 11.2   No Payment on Notes in Certain Circumstances.
               --------------------------------------------

     (a)  No payment (by set-off or otherwise) shall be made by or on behalf of
the Company or the Guarantors, as applicable, on account of the principal of,
premium, if any, or interest (or Liquidated Damages, if any) on the Notes, or on
account of any other obligation for the payment of money due in respect of the
Notes, or on account of the redemption provisions of the Notes (including any
repurchases of Notes), for cash or property (other than payments made with
Junior Securities or from the trust described in Sections 8.2 and 8.3 hereof),
in the event of a default in the payment of any principal of, premium, if any,
or interest on Designated Senior Debt when it becomes due and payable, whether
at maturity, or at a date fixed for prepayment or by declaration of acceleration
or otherwise (a "Payment Default"), unless and until such Payment Default has
been cured or waived or otherwise has ceased to exist.

     (b)  Upon (i) the happening of an event of default other than a Payment
Default that permits the holders of Designated Senior Debt or any Representative
thereof to declare such Designated Senior Debt to be due and payable (a
"Non-payment Default") and (ii) written notice of such event of default
specifically referring to this Section 11.2 given to the Company and the Trustee
by the Representative under the Credit Agreement (a "Payment Notice"), then,
unless and until such event of default has been cured or waived or otherwise has
ceased to exist, no payment (by set-off or otherwise) may be made by or on
behalf of the Company or any Guarantor, as applicable, including the principal
of, premium, if any, or interest on the Notes (or Liquidated Damages, if any),
or on account of the redemption provisions of the Notes (including any
repurchases of any of the Notes), in any such case, other than payments made
with Junior Securities or from the trust described in Sections 8.2 and 8.3
hereof. Notwithstanding the foregoing, unless the Designated Senior Debt in
respect of which such event of default exists has been declared due and payable
in its entirety within 179 days after the Payment Notice is delivered as set
forth above (the "Payment Blockage Period") (and such declaration has not been
rescinded or waived), at the end of the Payment Blockage Period, the Company and
the Guarantors shall be required to pay all sums not paid to the Holders of the
Notes during the Payment Blockage Period due to the foregoing prohibitions and
to resume all other payments as and when due on the Notes. Any number of Payment
Notices may be given; provided that (i) not more than one Payment Notice shall
be given within a period of any 360 consecutive days, and (ii) no Non-payment
Default that existed upon the date of such Payment Notice or the commencement of
such Payment Blockage Period (whether or not such event of default is on the
same issue of Senior Debt) shall be made the basis for the commencement of any
other Payment Blockage Period (unless such default shall have been cured or
waived for a period of not less than 120 days).

                                      -94-

<PAGE>

     (c)  In furtherance of the provisions of Section 11.1, in the event that,
notwithstanding the foregoing provisions of this Section 11.2 and the provisions
of Section 11.3, any payment or distribution of assets of the Company (other
than Junior Securities or from the trust described in Sections 8.2 and 8.3
hereof) shall be received by the Trustee or the Holders at a time when the
Trustee or such Holder, as applicable, has actual knowledge that such payment or
distribution is prohibited by the foregoing provisions of this Section 11.2 or
the provisions of Section 11.3, such payment or distribution shall be held in
trust for the benefit of the holders of such Senior Debt, and shall be paid or
delivered by the Trustee or such Holders, as the case may be, to the holders of
such Senior Debt remaining unpaid or unprovided for or to their representative
or representatives, or to the trustee or trustees under any indenture pursuant
to which any instruments evidencing any of such Senior Debt may have been
issued, ratably according to the aggregate principal amounts remaining unpaid on
account of such Senior Debt held or represented by each, for application to the
payment of all such Senior Debt remaining unpaid, to the extent necessary to pay
or to provide for the payment of all such Senior Debt in full in cash or Cash
Equivalents or otherwise to the extent holders accept satisfaction of amounts
due by settlement in other than cash or Cash Equivalents after giving effect to
any concurrent payment or distribution to the holders of such Senior Debt.

Section 11.3   Notes Subordinate to Prior Payment of All Senior Debt on
               --------------------------------------------------------
               Dissolution, Liquidation or Reorganization.
               ------------------------------------------

     Upon any distribution of the assets of the Company upon any dissolution,
winding up, total or partial liquidation or reorganization of the Company,
whether voluntary or involuntary, in bankruptcy, insolvency, receivership or a
similar proceeding or upon assignment for the benefit of creditors or any
marshalling of assets or liabilities:

          (a)  the holders of all Senior Debt shall first be entitled to receive
     payment in full in cash or Cash Equivalents (or have such payment duly
     provided for in accordance with the terms thereof) or otherwise to the
     extent holders accept satisfaction of amounts due by settlement in other
     than cash or Cash Equivalents before the Holders are entitled to receive
     any payment on account of any Obligation in respect of the Notes, including
     the principal of, premium, if any, and interest on the Notes or Liquidated
     Damages, if any, pursuant to the Registration Rights Agreement (other than
     Junior Securities); and

          (b)  any payment or distribution of assets of the Company of any kind
     or character from any source, whether in cash, property or securities
     (other than Junior Securities) to which the Holders or the Trustee on
     behalf of the Holders would be entitled (by set-off or otherwise), except
     for the subordination provisions contained in this Indenture, shall be paid
     by the liquidating trustee or agent or other person making such a payment
     or distribution directly to the holders of such Senior Debt or their
     representative to the extent necessary to make payment in full (or have
     such payment duly provided for to the satisfaction of the Holders of the
     Senior Debt) on all such Senior Debt remaining unpaid, after giving effect
     to any concurrent payment or distribution to the holders of such Senior
     Debt.

                                      -95-

<PAGE>

Section 11.4   Holders to Be Subrogated to Rights of Holders of Senior Debt.
               ------------------------------------------------------------

     Subject to the payment in full of all Senior Debt as provided herein, the
Holders of Notes shall be subrogated to the rights of the holders of such Senior
Debt to receive payments or distributions of assets of the Company applicable to
the Senior Debt until all amounts owing on the Notes shall be paid in full, and
for the purpose of such subrogation no such payments or distributions to the
holders of such Senior Debt by or on behalf of the Company, or by or on behalf
of the Holders by virtue of this Article XI, which otherwise would have been
made to the Holders shall, as between the Company and the Holders, be deemed to
be payment by the Company or on account of such Senior Debt, it being understood
that the provisions of this Article XI are and are intended solely for the
purpose of defining the relative rights of the Holders, on the one hand, and the
holders of such Senior Debt, on the other hand.

Section 11.5   Obligations of the Company Unconditional.
               ----------------------------------------

     Nothing contained in this Article XI or elsewhere in this Indenture or in
the Notes is intended to or shall impair, as between the Company and the
Holders, the obligation of each such Person, which is absolute and
unconditional, to pay to the Holders the principal of, premium, if any, and
interest on (or, if applicable, Liquidated Damages, if any) the Notes as and
when the same shall become due and payable in accordance with their terms, or is
intended to or shall affect the relative rights of the Holders and creditors of
the Company other than the holders of the Senior Debt, nor shall anything herein
or therein prevent the Trustee or any Holder from exercising all remedies
otherwise permitted by applicable law upon any default under this Indenture,
subject to the rights, if any, under this Article XI, of the holders of Senior
Debt, including, without limitation, their right to receive any cash, property
or Notes of the Company received upon the exercise of any such remedy.
Notwithstanding anything to the contrary in this Article XI or elsewhere in this
Indenture or in the Notes, upon any distribution of assets of the Company
referred to in this Article XI, the Trustee, subject to the provisions of
Sections 7.1 and 7.2, and the Holders shall be entitled to rely upon any order
or decree made by any court of competent jurisdiction in which such dissolution,
winding up, liquidation or reorganization proceedings are pending, or a
certificate of the liquidating trustee or agent or other Person making any
distribution to the Trustee or to the Holders for the purpose of ascertaining
the Persons entitled to participate in such distribution, the holders of the
Senior Debt and other Indebtedness of the Company, the amount thereof or payable
thereon, the amount or amounts paid or distributed thereon and all other facts
pertinent thereto or to this Article XI so long as such court has been apprised
of the provisions of, or the order, decree or certificate makes reference to,
the provisions of this Article XI. Nothing in this Article XI shall apply to the
claims of, or payments to, the Trustee under or pursuant to Section 7.7.

Section 11.6   Trustee Entitled to Assume Payments Not Prohibited in Absence of
               ----------------------------------------------------------------
               Notice.
               ------

     The Trustee shall not at any time be charged with knowledge of the
existence of any facts which would prohibit the making of any payment to or by
the Trustee unless and until a corporate trust officer of the Trustee or any
Paying Agent shall have received at the addresses for notices set forth in
Section 12.2, no later than two Business Days prior to such payment written
notice thereof specifically referring to this Article XI from the Company or
from one or more hold-

                                      -96-

<PAGE>

ers of Senior Debt or from any representative therefor and, prior to the receipt
of any such written notice, the Trustee, subject to the provisions of Sections
7.1 and 7.2, shall be entitled in all respects conclusively to assume that no
such fact exists.

     The Trustee shall be entitled to rely on the delivery to it of a written
notice by a Person representing himself to be a holder of Senior Debt (or a
representative on behalf of such holder) to establish that such notice has been
given by a holder of Senior Debt or a representative on behalf of such holder.
In the event that the Trustee determines in good faith that further evidence is
required with respect to the right of any Person who is a holder of Senior Debt
to participate in any payment or distribution pursuant to this Article XI, the
Trustee may request such Person to furnish evidence to the reasonable
satisfaction of the Trustee as to the amount of Senior Debt held by such Person,
the extent to which such Person is entitled to participate in such payment or
distribution and any other facts pertinent to the rights of such Person under
this Article XI, and if such evidence is not furnished the Trustee may defer any
payment to such Person pending judicial determination as to the right of such
Person to receive such payment or until such time as the Trustee shall be
otherwise satisfied as to the right of such Person to receive such payment.

Section 11.7   Application by Trustee of Assets Deposited with It.
               --------------------------------------------------

     Amounts deposited in trust with the Trustee pursuant to and in accordance
with Article VIII shall be for the sole benefit of Holders and, to the extent
(i) the making of such deposit by the Company shall not be in contravention of
any term or provisions the Credit Agreement or other Senior Debt and (ii)
allocated for the payment of Notes, shall not be subject to the subordination
provisions of this Article XI. Otherwise, any deposit of assets with the Trustee
or the Paying Agent (whether or not in trust) for the payment of principal of or
interest on any Notes shall be subject to the provisions of Sections 11.1, 11.2,
11.3 and 11.4; provided that, if prior to one Business Day preceding the date on
which by the terms of this Indenture any such assets may become distributable
for any purpose (including without limitation, the payment of either principal
of or interest on any Security) the Trustee or such Paying Agent shall not have
received with respect to such assets the written notice provided for in Section
11.6, then the Trustee or such Paying Agent shall have full power and authority
to receive such assets and to apply the same to the purpose for which they were
received, and shall not be affected by any notice to the contrary which may be
received by it on or after such date.

Section 11.8   Subordination Rights Not Impaired by Acts or Omissions of the
               -------------------------------------------------------------
               Company or Holders of Senior Debt.
               ---------------------------------

     No right of any present or future holders of any Senior Debt to enforce
subordination provisions contained in this Article XI shall at any time in any
way be prejudiced or impaired by any act or failure to act on the part of the
Company or by any act or failure to act, in good faith, by any such holder, or
by any noncompliance by the Company with the terms of this Indenture, regardless
of any knowledge thereof which any such holder may have or be otherwise charged
with. The holders of Senior Debt may extend, renew, modify or amend the terms of
the Senior Debt or any security therefor and release, sell or exchange such
security and otherwise deal freely with the Company, all without affecting the
liabilities and obligations of the parties to this Indenture or the Holders. The
subordination provisions contained in this Indenture are for the

                                      -97-

<PAGE>

benefit of the holders from time to time of Senior Debt and may not be
rescinded, cancelled, amended or modified in any way other than any amendment or
modification that would not adversely affect the rights of any holder of Senior
Debt or any amendment or modification that is consented to by each holder of
Senior Debt that would be adversely affected thereby. The subordination
provisions hereof shall continue to be effective or be reinstated, as the case
may be, if at any time any payment of any of the Senior Debt is rescinded or
must otherwise be returned by any holder of the Senior Debt upon the insolvency,
bankruptcy or reorganization of the Company, or otherwise, all as though such
payment has not been made.

Section 11.9   Holders Authorize Trustee to Effectuate Subordination of Notes.
               --------------------------------------------------------------

     Each Holder of the Notes by his acceptance thereof authorizes and expressly
directs the Trustee on his behalf to take such action as may be necessary or
appropriate to effectuate the subordination provisions contained in this Article
XI and to protect the rights of the Holders pursuant to this Indenture, and
appoints the Trustee his attorney-in-fact for such purpose, including, in the
event of any dissolution, winding up, liquidation or reorganization of the
Company (whether in bankruptcy, insolvency or receivership proceedings or upon
an assignment for the benefit of creditors or any other marshalling of assets
and liabilities of the Company), the immediate filing of a claim for the unpaid
balance of his Notes in the form required in said proceedings and cause said
claim to be approved. In the event of any liquidation or reorganization of the
Company in bankruptcy, insolvency, receivership or similar proceeding, if the
Holders of the Notes (or the Trustee on their behalf) have not filed any claim,
proof of claim or other instrument of similar character necessary to enforce the
obligations of the Company in respect of the Notes at least thirty (30) days
before the expiration of the time to file the same, then in such event, but only
in such event, the Representatives under the Credit Agreement or the holders of
an aggregate of at least $5,000,000 principal amount outstanding of any other
Senior Debt or a representative on their behalf may, as an attorney-in-fact for
such Holders, file any claim, proof of claim, or other instrument of similar
character on behalf of such Holders. Nothing herein contained shall be deemed to
authorize the Trustee or the holders of Senior Debt or their representative to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Notes or
the rights of any Holder thereof, or to authorize the Trustee or the holders of
Senior Debt or their representative to vote in respect of the claim of any
Holder in any such proceeding. As a condition to taking any action by the
Trustee pursuant to this Section 11.9, the Holders shall have offered to the
Trustee reasonable security or indemnity against the costs, expenses and
liabilities which may be incurred thereby.

Section 11.10  Rights of Trustee to Hold Senior Debt.
               -------------------------------------

     The Trustee shall be entitled to all of the rights set forth in this
Article XI in respect of any Senior Debt at any time held by it to the same
extent as any other holder of Senior Debt, and nothing in this Indenture shall
be construed to deprive the Trustee of any of its rights as such holder.

                                      -98-

<PAGE>

Section 11.11  Article XI Not to Prevent Events of Default.
               -------------------------------------------

     The failure to make a payment on account of principal of, premium, if any,
or interest (or Liquidated Damages, if any) on the Notes by reason of any
provision of this Article XI shall not be construed as preventing the occurrence
of a Default or an Event of Default under Section 6.1 or in any way limit the
rights of the Trustee or any Holder to pursue any other rights or remedies with
respect to the Notes.

Section 11.12  No Fiduciary Duty of Trustee to Holders of Senior Debt.
               ------------------------------------------------------

     The Trustee shall not be deemed to owe any fiduciary duty to the holders of
Senior Debt, and shall not be liable to any such holders (other than for its
willful misconduct or negligence) if it shall in good faith mistakenly pay over
or distribute to the Holders of Notes or the Company, any Guarantor or any other
Person, cash, property or Notes to which any holders of Senior Debt shall be
entitled by virtue of this Article XI or otherwise. Nothing in this Section
11.12 shall affect the obligation of any other such Person to hold such payment
for the benefit of, and to pay such payment over to, the holders of Senior Debt
or their Representative. In the event of any conflict between the fiduciary duty
of the Trustee to the Holders of Notes and any duty to the holders of Senior
Debt, the Trustee is expressly authorized to resolve such conflict in favor of
the Holders.

Section 11.13  Notice by Company.
               -----------------

     The Company shall promptly notify the Trustee and the Paying Agent of any
facts known to the Company that would cause a payment of any Obligations with
respect to the Notes to violate this Article XI, but failure to give such notice
shall not affect the subordination of the Notes to the Senior Debt as provided
in this Article XI.

                                   ARTICLE XII

                                  MISCELLANEOUS

Section 12.1   Trust Indenture Act Controls.
               ----------------------------

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

Section 12.2   Notices.
               -------

     (a)  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), telex,
telecopier or overnight air courier guaranteeing next day delivery, to the
others' address:

                                      -99-

<PAGE>

          If to the Company:

          Bio-Rad Laboratories, Inc.
          1000 Alfred Nobel Drive
          Hercules, California  94547
          Telephone No.:  (510) 741-7000
          Telecopier No.: (510) 741-5815
          Attention:  Chief Financial Officer

          With a copy (which shall not constitute notice) to:

          Latham & Watkins
          505 Montgomery Street, Suite 1900
          San Francisco, California  94111
          Telephone No.:  (415) 391-0600
          Telecopier No.: (415) 395-8095
          Attention:  Tracy K.  Edmonson, Esq.

          If to the Trustee:

          Wells Fargo Bank, National Association
          707 Wilshire Boulevard, 17th Floor
          Los Angeles, California  90017
          Attention:  Jeanie Mar,  Corporate Trust Administration

     (b)  The Company or the Trustee, by notice to the others may designate
additional or different addresses for subsequent notices or communications;
provided that until such time, all notices under this Indenture to the Trustee
shall be sent to both of the Trustee's addresses set forth above.

     (c)  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; when answered back, if telexed; 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.

     (d)  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 register kept
by the Registrar. 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.

     (e)  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.

                                     -100-

<PAGE>

     (f)  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.

Section 12.3   Communication by Holders of Notes with Other Holders of Notes.
               -------------------------------------------------------------

     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, any
Guarantors, the Trustee, the Registrar and anyone else shall have the protection
of TIA Section 312(c).

Section 12.4   Certificate and Opinion as to Conditions Precedent.
               --------------------------------------------------

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

          (a)  an Officers' Certificate in form and substance reasonably
     satisfactory to the Trustee (which shall include the statements set forth
     in Section 12.5 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 satisfied; and

          (b)  an Opinion of Counsel in form and substance reasonably
     satisfactory to the Trustee (which shall include the statements set forth
     in Section 12.5 hereof) stating that, in the opinion of such counsel, all
     such conditions precedent and covenants, if any, have been satisfied.

Section 12.5   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 Section TIA 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 him to
     express an informed opinion as to whether or not such covenant or condition
     has been satisfied; and

          (d)  a statement as to whether or not, in the opinion of such Person,
     such condition or covenant has been satisfied; provided, however, that with
     respect to matters of fact, an Opinion of Counsel may rely on an Officers'
     Certificate or certificate of public officials.

                                     -101-

<PAGE>

Section 12.6   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 12.7   No Personal Liability of Directors, Officers, Employees and
               -----------------------------------------------------------
               Stockholders.
               ------------

     No direct or indirect stockholder, employee, officer or director, as such,
past, present or future, of the Company, the Guarantors or any successor entity
shall have any personal liability in respect of obligations of the Company or
the Guarantors under this Indenture, the Notes or the Guarantees solely by
reason of his or its status as such stockholder, employee, officer or director,
except that this provision shall in no way limit the obligation of any Guarantor
pursuant to any Guarantee of the Notes. Each Holder by accepting a Note waives
and releases all such liability. The waiver and release are part of the
consideration for issuance of the Notes.

Section 12.8   Governing Law.
               -------------

     (a)  THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO
CONSTRUE THIS INDENTURE, THE NOTES AND THE GUARANTEES, INCLUDING, WITHOUT
LIMITATION, SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW
AND NEW YORK CIVIL PRACTICE LAWS AND RULES 327(B).

     (b)  EACH OF THE COMPANY AND THE GUARANTORS HEREBY IRREVOCABLY SUBMITS TO
THE JURISDICTION OF ANY NEW YORK STATE COURT SITTING IN THE BOROUGH OF MANHATTAN
IN THE CITY OF NEW YORK OR ANY FEDERAL COURT SITTING IN THE BOROUGH OF MANHATTAN
IN THE CITY OF NEW YORK IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT
OF OR RELATING TO THIS INDENTURE AND THE NOTES, AND IRREVOCABLY ACCEPTS FOR
ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY,
JURISDICTION OF THE AFORESAID COURTS. EACH OF THE COMPANY AND THE GUARANTORS
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO UNDER
APPLICABLE LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING
OF THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT
AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT
HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. NOTHING HEREIN SHALL AFFECT THE RIGHT
OF THE TRUSTEE OR ANY NOTEHOLDER TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED
BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST THE COMPANY
AND THE GUARANTORS IN ANY OTHER JURISDICTION.

                                     -102-

<PAGE>

Section 12.9   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 12.10  Successors.
               ----------

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

Section 12.11  Severability.
               ------------

     In case any one or more of the provisions of this Indenture or in the Notes
or in the Guarantees shall be held invalid, illegal or unenforceable, in any
respect for any reason, the validity, legality and enforceability of any such
provision in every other respect and of the remaining provisions shall not in
any way be affected or impaired thereby, it being intended that all of the
provisions hereof shall be enforceable to the full extent permitted by law.

Section 12.12  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 12.13  Table of Contents, Headings, etc.
               --------------------------------

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

                         [Signatures on following page]

                                     -103-

<PAGE>

                                   SIGNATURES

     IN WITNESS WHEREOF, the parties hereto have executed this Indenture as of
the date first written above.

                                        BIO-RAD LABORATORIES, INC.


                                        By:        /s/  Norman D. Schwartz
                                            ------------------------------------
                                            Name:  Norman D. Schwartz
                                            Title: President & Chief Executive
                                                   Officer


                                        By:        /s/  Sanford S. Wadler
                                            ------------------------------------
                                            Name:  Sanford S. Wadler
                                            Title: Vice President, General
                                                   Counsel & Secretary


                                      S-1

<PAGE>

                                        WELLS FARGO BANK, NATIONAL ASSOCIATION,
                                        as Trustee


                                        By:           /s/ Jeanie Mar
                                           -------------------------------------
                                           Name:  Jeanie Mar
                                           Title: Vice-President



                                      S-2

<PAGE>

                                                                       EXHIBIT A

                                 [FORM OF NOTE]

                           BIO-RAD LABORATORIES, INC.

          7.50% [SERIES A] [SERIES B] SENIOR SUBORDINATED NOTE DUE 2013

No.                                                     CUSIP:
                                                               _________________
                                                        $
                                                         _______________________

     Bio-Rad Laboratories, Inc., a Delaware corporation (hereinafter called the
"Company," which term includes any successors under this Indenture hereinafter
referred to), for value received, hereby promises to pay to
_________________________, or registered assigns, the principal sum of
_________________________ Dollars, on August 15, 2013.

     Interest Payment Dates: February 15 and August 15; commencing February 15,
2004.

     Record Dates: February 1 and August 1.

     Reference is made to the further provisions of this Note on the reverse
side, which will, for all purposes, have the same effect as if set forth at this
place.

                                      A-1

<PAGE>

     IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.

                                        BIO-RAD LABORATORIES, INC.,
                                        a Delaware corporation


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

                                      A-2

<PAGE>

                    TRUSTEE'S CERTIFICATE OF AUTHENTICATION:

This is one of the Notes described in the within-mentioned Indenture.

WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Trustee


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

Dated:

                                      A-3

<PAGE>

                                 (Back of Note)

         7.50% [Series A] [Series B] Senior Subordinated Notes due 2013

[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 2.6 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED
IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.6(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.]

[THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE AND THE
CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR DEFINITIVE NOTES, ARE AS
SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN). NEITHER THE HOLDER NOR THE
BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL NOTE SHALL BE ENTITLED
TO RECEIVE CASH PAYMENTS OF INTEREST DURING THE PERIOD WHICH SUCH HOLDER HOLDS
THIS NOTE. NOTHING IN THIS LEGEND SHALL BE DEEMED TO PREVENT INTEREST FROM
ACCRUING ON THIS NOTE.]

THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) (1) TO A PERSON WHO
THE SELLER REASONABLY BELIEVES IS A

                                      A-4

<PAGE>

QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE
SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (2)
IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S
UNDER THE SECURITIES ACT, (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER
THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), (4) TO AN
INSTITUTIONAL ACCREDITED INVESTOR IN A TRANSACTION EXEMPT FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT OR (5) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT AND (B) IN ACCORDANCE WITH ALL APPLICABLE
SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER JURISDICTIONS.

AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION," "U.S. PERSON" AND "UNITED
STATES" HAVE THE MEANINGS GIVEN TO THEM BY RULE 902 OF REGULATION S UNDER THE
SECURITIES ACT. THE INDENTURE CONTAINS A PROVISION REQUIRING THE TRUSTEE TO
REFUSE TO REGISTER ANY TRANSFER OF THIS NOTE IN VIOLATION OF THE FOREGOING.]

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

     1.   Interest. Bio-Rad Laboratories, Inc., a Delaware corporation (the
"Company"), promises to pay interest on the principal amount of this Note at
7.50% per annum until maturity and shall pay the Liquidated Damages, if any,
payable pursuant to the Registration Rights Agreement referred to below. The
Company will pay interest and Liquidated Damages, if any, semi-annually on
February 15 and August 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 this Note will accrue from the most recent date to which interest
has been paid or, if no interest has been paid, from the date this Note is
initially issued pursuant to the Indenture; provided that if there is no
existing Default in the payment of interest, and if this Note is authenticated
between a Record Date (defined below) 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 February 15, 2004. 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 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
Liquidated Damages, if any, (without regard to any applicable grace periods)
from time to time on demand at the same rate to the extent lawful. Interest will
be computed on the basis of a 360-day year of twelve 30-day months.

     2.   Method of Payment. The Company will pay interest on this Note (except
defaulted interest) and Liquidated Damages, if any, to the Persons who are
registered Holders of Notes at the close of business on the February 1 or August
1 next preceding the Interest Payment Date (each a "Record 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 (as de-

                                      A-5

<PAGE>

fined below) with respect to defaulted interest. This Note will be payable as to
principal, premium, interest and Liquidated Damages, if any, at the office or
agency of the Company maintained within the City and State of New York for such
purpose, or, at the option of the Company, payment of interest and Liquidated
Damages, if any, may be made by check mailed to the Holders at their addresses
set forth in the register of Holders, and provided that payment by wire transfer
of immediately available funds to an account within the United States will be
required with respect to principal of and interest, premium and Liquidated
Damages, if any, on all Global Notes. Such payment shall be in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts.

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

     4.   Indenture. The Company issued this Note under an Indenture dated as of
August 11, 2003 ("Indenture") between the Company and the Trustee. The terms of
this Note 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). This Note is subject to all such terms, and Holders
are referred to the Indenture and such Act for a statement of such terms.
Pursuant to Section 2.2 of the Indenture, the Company may issue Notes in an
unlimited amount, so long as permitted by the terms of the Indenture, including,
without limitation, Section 4.7 thereof.

     5.   Optional Redemption. Except as set forth below, the Notes shall not be
redeemable by the Company.

          (a)  The Notes shall be redeemable for cash at the option of the
     Company, in whole or in part, at any time prior to August 15, 2008, upon
     not less than 30 days' nor more than 60 days' prior notice mailed by first
     class mail to each Holder at its last registered address, at a redemption
     price equal to 100% of the principal amount thereof plus the Applicable
     Premium as of, and accrued and unpaid interest and Liquidated Damages, if
     any, thereon to, the applicable Redemption Date.

          (b)  The Notes shall be redeemable for cash at the option of the
     Company, in whole or in part, at any time on or after August 15, 2008, upon
     not less than 30 days' nor more than 60 days' prior notice mailed by first
     class mail to each Holder at its last registered address, at the following
     redemption prices (expressed as percentages of the principal amount) if
     redeemed during the 12-month period commencing August 15 of the years
     indicated below, in each case (subject to the right of Holders of record on
     a Record Date to receive the corresponding interest due (and the
     corresponding Liquidated Damages, if any) on the corresponding Interest
     Payment Date that is on or prior to such redemption date) together with
     accrued and unpaid interest and Liquidated Damages, if any, thereon to the
     Redemption Date:

                                      A-6

<PAGE>

     Year                                                  Percentage
     ----                                                  ----------
     2008................................................     103.750%
     2009................................................     102.500%
     2010................................................     101.250%
     2011 and thereafter.................................     100.000%

          (c)  Notwithstanding the provisions of paragraph (a), at any time or
     from time to time prior to August 15, 2006, upon any sale of the common
     stock of the Company, up to 35% of the aggregate principal amount of the
     Notes originally issued under the Indenture on the Issue Date may be
     redeemed at the option of the Company within 90 days of such sale, on not
     less than 30 days', but not more than 60 days', prior notice to each Holder
     of the Notes to be redeemed, with cash from the Net Cash Proceeds of such
     sale, at a redemption price equal to 107.50% of the principal amount
     thereof (subject to the right of Holders of record on a Record Date to
     receive the corresponding interest (and the corresponding Liquidated
     Damages, if any) due on the Interest Payment Date that is on or prior to
     such Redemption Date) together with accrued and unpaid interest and
     Liquidated Damages, if any, thereon to the Redemption Date; provided that
     immediately following such redemption not less than 65% of the aggregate
     principal amount of the Notes originally issued pursuant to the Indenture
     on the Issue Date remain outstanding.

          (d)  Notice of redemption will be mailed by first class mail at least
     30 days but not more than 60 days before the Redemption Date to each Holder
     whose Notes are to be redeemed at its registered address. Notes in
     denominations larger than $1,000 may be redeemed in part but only in
     integral multiples of $1,000, unless all of the Notes held by a Holder are
     to be redeemed. On and after the Redemption Date interest ceases to accrue
     on Notes or portions thereof called for redemption unless the Company
     defaults in such payments due on the Redemption Date.

     6.   Repurchase of Notes at the Option of the Holder upon a Change of
Control. In the event that a Change of Control has occurred, unless the Company
makes an Alternate Offer, each Holder of Notes will have the right, at such
Holder's option, pursuant to an offer (subject only to conditions required by
applicable law, if any) by the Company, to require the Company to repurchase all
or any part of such Holder's Notes (provided that the principal amount of such
Notes must be $1,000 or an integral multiple thereof) on a date (the "Change of
Control Purchase Date") that is no later than 45 Business Days after the
occurrence of such Change of Control, at a cash price equal to 101% of the
principal amount thereof, together with accrued and unpaid interest and
Liquidated Damages, if any, to the Change of Control Purchase Date.

     7.   Denominations, Transfer, Exchange. The Notes are in registered form
without coupons in denominations of $1,000 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
Company may require a Holder to pay any taxes and fees required by law or
permitted by the Indenture. The Company 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

                                      A-7

<PAGE>

Note being redeemed in part. Also, it 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.

     8.   Persons Deemed Owners. The registered Holder of a Note may be treated
as its owner for all purposes.

     9.   Amendment, Supplement and Waiver. Subject to certain exceptions, the
Indenture, the Notes or the Guarantees may be amended or supplemented with the
consent of the Holders of at least a majority in principal amount of the then
outstanding Notes, and any existing Default or compliance with any provision of
the Indenture, the Notes or the Guarantees may be waived with the consent of the
Holders of a majority in principal amount of the then outstanding Notes.

     Without the consent of any Holder of a Note, the Indenture, the Notes or
the Guarantees may be amended or supplemented to cure any ambiguity, defect or
inconsistency, to provide for uncertificated Notes in addition to or in place of
certificated Notes, to provide for the assumption of the Company's obligations
to Holders of the Notes in case of a merger or consolidation, to provide for
additional Guarantors as set forth in the Indenture or for the release or
assumption of Guarantees in compliance with the Indenture, to make any change
that would provide any additional rights or benefits to the Holders of the Notes
(including the addition of any Guarantor) or that does not adversely affect the
rights under the Indenture of any such Holder, to comply with the provisions of
the Depositary, Euroclear or Clearstream or the Trustee with respect to the
provisions of the Indenture or the Notes relating to transfers and exchanges of
Notes or beneficial interests therein, or to comply with the requirements of the
SEC in order to effect or maintain the qualification of the Indenture under the
TIA.

     10.  Defaults and Remedies. The Indenture provides that each of the
following constitutes an Event of Default:

          (a)  the failure by the Company to pay any installment of interest (or
     Liquidated Damages, if any) on the Notes as and when the same becomes due
     and payable and the continuance of any such failure for 30 days, whether or
     not such payment is prohibited by the subordination provisions of the
     Indenture,

          (b)  the failure by the Company to pay all or any part of the
     principal or premium, if any, on the Notes when and as the same becomes due
     and payable at maturity, redemption, by acceleration or otherwise, whether
     or not such payment is prohibited by the subordination provisions of the
     Indenture, including, without limitation, payment of the Change of Control
     Purchase Price (except as provided in Section 4.13 of the Indenture) or the
     Asset Sale Offer Price, on Notes validly tendered and not properly
     withdrawn pursuant to a Change of Control Offer or Asset Sale Offer, as
     applicable (as set forth in Sections 4.13 and 4.12 of the Indenture),

          (c)  the failure by the Company or any of its Subsidiaries to observe
     or perform any other covenant or agreement contained in the Notes or the
     Indenture and, except for Sections 4.12, 4.13 and 5.1 of the Indenture, the
     continuance of such failure for a pe-

                                      A-8

<PAGE>

     riod of 45 days after written notice is given to the Company by the Trustee
     or to the Company and the Trustee by the Holders of at least 25% in
     aggregate principal amount of the Notes outstanding,

          (d)  a default in the Indebtedness of the Company or any of its
     Subsidiaries with an aggregate amount outstanding in excess of $15,000,000
     (A) resulting from the failure to pay principal at maturity or (B) as a
     result of which the maturity of such Indebtedness has been accelerated
     prior to its stated maturity,

          (e)  final unsatisfied judgments not covered by insurance aggregating
     in excess of $10,000,000, at any one time rendered against the Company or
     any of its Subsidiaries and not stayed, bonded or discharged within 60
     days,

          (f)  any Guarantee of a Guarantor that is a Significant Subsidiary (or
     group of Guarantors that on a combined basis would constitute a Significant
     Subsidiary) ceases to be in full force and effect or becomes unenforceable
     or invalid or is declared null and void (other than in accordance with the
     terms of the Guarantee) or any Guarantor that is a Significant Subsidiary
     (or group of Guarantors that on a combined basis would constitute a
     Significant Subsidiary) denies or disaffirms its Obligations under its
     Guarantee,

          (g)  a court having jurisdiction in the premises enters a decree or
     order for (i) relief in respect of the Company or any Significant
     Subsidiary in an involuntary case under any applicable Bankruptcy Law now
     or hereafter in effect, (ii) appointment of a receiver, liquidator,
     assignee, custodian, trustee, sequestrator or similar official of the
     Company or any Significant Subsidiary or for all or substantially all of
     the property and assets of the Company or any Significant Subsidiary or
     (iii) the winding up or liquidation of the affairs of the Company or any
     Significant Subsidiary and, in each case, such decree or order shall remain
     unstayed and in effect for a period of 60 consecutive days, or

          (h)  the Company or any Significant Subsidiary (i) commences a
     voluntary case under any applicable Bankruptcy Law now or hereafter in
     effect, or consents to the entry of an order for relief in an involuntary
     case under any such law, (ii) consents to the appointment of or taking
     possession by a receiver, liquidator, assignee, custodian, trustee,
     sequestrator or similar official of the Company or any Significant
     Subsidiary or for all or substantially all of the property and assets of
     the Company or any Significant Subsidiary or (iii) effects any general
     assignment for the benefit of creditors.

     11.  Subordination. The Notes and the Guarantees are subordinated in right
of payment, to the extent and in the manner provided in Article XI and Section
10.8 of the Indenture, to the prior payment in full of all Senior Debt (with
respect to the Notes) and all Guarantor Senior Debt (with respect to the
Guarantee of each Guarantor). The Company agrees, and each Holder by accepting a
Note consents and agrees, to the subordination provided in the Indenture and
authorizes the Trustee to give it effect.

     12.  Trustee Dealings with Company. The Trustee, in its individual or any
other capacity, may make loans to, accept deposits from and perform services for
the Company or its Affiliates, and may otherwise deal with the Company or its
Affiliates, as if it were not the Trustee.

                                      A-9

<PAGE>

     13.  No Recourse Against Others. No direct or indirect stockholder,
employee, officer or director, as such, past, present or future, of the Company
or any successor entity shall have any personal liability in respect of
obligations of the Company under the Indenture, the Notes or the Guarantees
solely by reason of his or its status as such stockholder, employee, officer or
director, except that this provision shall in no way limit the obligation of any
Guarantor pursuant to any Guarantee of the Notes. Each Holder by accepting a
Note waives and releases all such liability. The waiver and release are part of
the consideration for issuance of the Notes.

     14.  Authentication. This Note shall not be valid until authenticated by
the manual signature of the Trustee or an authenticating agent.

     15.  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).

     16.  Additional Rights of Holders of Transfer Restricted Notes. In addition
to the rights provided to Holders of Notes under the Indenture, Holders of
Transferred Restricted Notes shall have all the rights set forth in the Exchange
and Registration Rights Agreement dated as of the date of the Indenture, between
the Company and the Initial Purchasers (the "Registration Rights Agreement").

     17.  CUSIP Numbers. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company 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, and any such redemption shall not
be affected by any defect in or omission of such numbers.

     18.  Notation of Guarantee. As more fully set forth in the Indenture, the
Company's obligations under the Notes shall be guaranteed, to the extent
permitted by law, on a senior subordinated basis by each of the Guarantors that
from time to time shall be required to execute a supplemental indenture in
accordance with the provisions of Section 10.4 of the Indenture.

     19.  Governing Law.

     (a)  THE INDENTURE AND THE NOTES SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, INCLUDING, WITHOUT
LIMITATION, SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW
AND NEW YORK CIVIL PRACTICE LAWS AND RULES 327(B).

     (b)  EACH OF THE COMPANY AND THE GUARANTORS HEREBY IRREVOCABLY SUBMITS TO
THE JURISDICTION OF ANY NEW YORK STATE COURT SITTING IN THE BOROUGH OF MANHATTAN
IN THE CITY OF NEW YORK OR ANY FEDERAL COURT SITTING IN THE BOROUGH OF MANHATTAN
IN THE

                                      A-10

<PAGE>

CITY OF NEW YORK IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR
RELATING TO THIS INDENTURE AND THE NOTES, AND IRREVOCABLY ACCEPTS FOR ITSELF AND
IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, JURISDICTION OF THE
AFORESAID COURTS. EACH OF THE COMPANY AND THE GUARANTORS IRREVOCABLY WAIVES, TO
THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW, ANY OBJECTION
WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH SUIT,
ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT AND ANY CLAIM THAT ANY SUCH SUIT,
ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN
INCONVENIENT FORUM. NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE TRUSTEE OR ANY
NOTEHOLDER TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE
LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST THE COMPANY AND THE GUARANTORS IN
ANY OTHER JURISDICTION.

     The Company will furnish to any Holder upon written request and without
charge a copy of the Indenture and/or the Registration Rights Agreement.
Requests may be made to:

               Bio-Rad Laboratories, Inc.
               1000 Alfred Nobel Drive
               Hercules, California 94547
               Attention:  Chief Financial Officer
               Telephone No.:  (510) 741-7000

                                      A-11

<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 Company. 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*


*NOTICE: The signature must be guaranteed by an institution which is a member of
one of the following recognized signature guarantee programs: (i) The Securities
Transfer Agent Medallion Program (STAMP); (ii) The New York Stock Exchange
Medallion Program (INSP); (iii) The Stock Exchange Medallion Program (SEEP); or
(iv) in such other guarantee program acceptable to the Trustee.

                                      A-12

<PAGE>

                       Option of Holder to Elect Purchase

     If you want to elect to have this Note purchased by the Company pursuant to
Section 4.12 or 4.13 of the Indenture, check the box below:

                Section 4.12  [ ]               Section 4.13  [ ]

     If you want to elect to have only part of the Note purchased by the Company
pursuant to Section 4.12 or Section 4.13 of the Indenture, state the amount you
elect to have purchased (in denominations of $1,000 only, except if you have
elected to have all of your Notes purchased): $___________

Date:
      ------------------------


                              Your Signature:
                                             -----------------------------------
                              (Sign exactly as your name appears on the face of
                              this Note)

                              Tax Identification No.:
                                                      __________________________
Signature Guarantee*


*NOTICE: The signature must be guaranteed by an institution which is a member of
one of the following recognized signature guarantee programs: (i) The Securities
Transfer Agent Medallion Program (STAMP); (ii) The New York Stock Exchange
Medallion Program (INSP); (iii) The Stock Exchange Medallion Program (SEEP); or
(iv) in such other guarantee program acceptable to the Trustee.

                                      A-13

<PAGE>

              SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE

     The following exchanges of a part of this Global Note for an interest in
another Global Notes or for a Definitive Note, or exchanges of a part of another
Global Note or Definitive Note for an interest in this Global Note, have been
made:

 Amount of Decrease   Amount of Increase    Principal Amount    Amount of Global
    in Principal         in Principal     of this Global Note         Note
-------------------  -------------------  -------------------  -----------------

                                      A-14

<PAGE>

                                                                       EXHIBIT B

                         FORM OF CERTIFICATE OF TRANSFER

Bio-Rad Laboratories, Inc.
1000 Alfred Nobel Drive
Hercules, California 94547
Attention:  Chief Financial Officer

Wells Fargo Bank, National Association
707 Wilshire Boulevard, 17th Floor
Los Angeles, California  90017
Attention: Jeanie Mar, Corporate Trust Administration

                  Re: 7.50% Senior Subordinated Notes due 2013

Dear Sirs:

     Reference is hereby made to the Indenture, dated as of August 11, 2003 (the
"Indenture"), between Bio-Rad Laboratories, Inc., as issuer (the "Company"), and
Wells Fargo 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 enumer-

                                      B-1

<PAGE>

         ated 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 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 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 Company 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 require-

                                      B-2

<PAGE>

                    ments 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 a 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 and provided to the
                    Company, which has confirmed its acceptability), 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
                    Definitive Note will be subject to the restrictions on
                    transfer enumerated in the Private Placement Legend printed
                    on the Definitive Notes and in the Indenture and the
                    Securities Act.

[_]  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 and the Securities Act.

         [_]   (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,

                                      B-3

<PAGE>

                    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 and the Securities Act.

         [_]   (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 Company.

Dated:
                                        [Insert Name of Transferor]


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

                                      B-4

<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

     [_]  (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) 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-5

<PAGE>

                                                                       EXHIBIT C

                         FORM OF CERTIFICATE OF EXCHANGE

Bio-Rad Laboratories, Inc.
1000 Alfred Nobel Drive
Hercules, California 94547
Attention:  Chief Financial Officer

Wells Fargo Bank, National Association
707 Wilshire Boulevard, 17th Floor
Los Angeles, California  90017
Attention:  Jeanie Mar,  Corporate Trust Administration

                  Re: 7.50% Senior Subordinated Notes due 2013

Dear Sirs:

     Reference is hereby made to the Indenture, dated as of August 11, 2003 (the
"Indenture"), between Bio-Rad Laboratories, Inc., as issuer (the "Company"), and
Wells Fargo 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

                                      C-1

<PAGE>

               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)  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

                                      C-2

<PAGE>

               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 or

               [_]  Regulation S 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.

     This certificate and the statements contained herein are made for your
benefit and the benefit of the Company.

Dated:
                                        [Insert Name of Owner]


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

                                      C-3

<PAGE>

                                                                       EXHIBIT D

                       FORM OF CERTIFICATE FROM ACQUIRING
                        INSTITUTIONAL ACCREDITED INVESTOR

Bio-Rad Laboratories, Inc.
1000 Alfred Nobel Drive
Hercules, California 94547
Attention:  Chief Financial Officer

Wells Fargo Bank, National Association
707 Wilshire Boulevard, 17th Floor
Los Angeles, California  90017
Attention:  Jeanie Mar,  Corporate Trust Administration

                  Re: 7.50% Senior Subordinated Notes due 2013

Dear Sirs:

     Reference is hereby made to the Indenture, dated as of August 11, 2003 (the
"Indenture"), between Bio-Rad Laboratories, Inc., as issuer (the "Company"), and
Wells Fargo 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 Company or any Guarantor or any of their
respective subsidiaries, (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 Company a signed letter substantially in the form of this letter
and, if the proposed transfer is in respect of an aggregate principal amount of
Notes of less than $250,000, an Opinion of Counsel in form reasonably acceptable
to the Company to the effect that such transfer is in

                                      D-1

<PAGE>

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 under the Securities Act, (F) in accordance with another
exemption from the registration requirements of the Securities Act (and based
upon an opinion of counsel acceptable to the Company) or (G) pursuant to an
effective registration statement under the Securities Act, and we further agree
to provide to any person purchasing the Definitive Note from us in a transaction
meeting the requirements of clauses (A) through (F) of this paragraph a notice
advising such purchaser that resales thereof are restricted as stated herein.

     3.   We understand that, on any proposed resale of the Notes or beneficial
interest therein, we will be required to furnish to you and the Company such
certifications, legal opinions and other information as you and the Company may
reasonably require to confirm that the proposed sale complies with the foregoing
restrictions. We further understand that the Notes purchased by us will bear a
legend to the foregoing effect. We further understand that any subsequent
transfer by us of the Notes or beneficial interest therein acquired by us must
be effected through one of the Initial Purchasers.

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

Dated:
                                        [Insert Name of Accredited Investor]


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

                                      D-2

<PAGE>

                                                                       EXHIBIT E

                         FORM OF SUPPLEMENTAL INDENTURE
                    TO BE DELIVERED BY SUBSIDIARY GUARANTORS

     Supplemental Indenture (this "Supplemental Indenture"), dated as of
________ __, ____, among ___________________________________ (the "Guaranteeing
Subsidiary"), a subsidiary of Bio-Rad Laboratories, Inc. (or its permitted
successor), a Delaware corporation (the "Company"), the Company, the Guarantors
(as defined in the Indenture referred to herein) party thereto and Wells Fargo
Bank, National Association, as trustee under the Indenture referred to below
(the "Trustee").

                               W I T N E S S E T H

     WHEREAS, the Company has heretofore executed and delivered to the Trustee
an indenture (the "Indenture"), dated as of August 11, 2003, providing for the
issuance of 7.50% Senior Subordinated Notes due 2013 (the "Notes");

     WHEREAS, the Indenture provides that under certain circumstances
Subsidiaries of the Company are required to execute and deliver to the Trustee a
supplemental indenture pursuant to which such Subsidiary shall unconditionally
guarantee all of the Company's obligations under the Notes and the Indenture on
the terms and conditions set forth herein (the "Subsidiary Guarantee"); and

     WHEREAS, pursuant to Section 9.1 of the Indenture, the Trustee is
authorized to execute and deliver this Supplemental Indenture.

     NOW THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the
Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the
equal and ratable benefit of the Holders of the Notes as follows:

     1.   Capitalized Terms. Capitalized terms used herein without definition
shall have the meanings assigned to them in the Indenture.

     2.   Agreement to Guarantee. The Guaranteeing Subsidiary irrevocably and
unconditionally guarantees the Guarantee Obligations, which include (i) the due
and punctual payment of the principal of, premium, if any, and interest and
Liquidated Damages, if any, on the Notes, whether at maturity, by acceleration,
call for redemption, upon a Change of Control Offer, upon an Asset Sale Offer or
otherwise, the due and punctual payment of interest on the overdue principal and
premium, if any, and (to the extent permitted by law) interest on any interest
on the Notes, and payment of expenses, and the due and punctual performance of
all other obligations of the Company, to the Holders or the Trustee all in
accordance with the terms set forth in Article X of the Indenture, (ii) in case
of any extension of time of payment or renewal of any Notes

                                      E-1

<PAGE>

or any such other obligations, that the same will be promptly paid in full when
due or performed in accordance with the terms of the extension or renewal,
whether at stated maturity, by acceleration, call for redemption, upon a Change
of Control Offer, upon an Asset Sale Offer or otherwise, and (iii) the payment
of any and all costs and expenses (including reasonable attorneys' fees)
incurred by the Trustee in enforcing any rights under this Guarantee.

     The obligations of Guaranteeing Subsidiary to the Holders and to the
Trustee pursuant to this Subsidiary Guarantee and the Indenture are expressly
set forth in Article X of the Indenture and reference is hereby made to such
Indenture for the precise terms of this Subsidiary Guarantee.

     No direct or indirect stockholder, employee, officer or director, as such,
past, present or future, of the Guarantors or any successor entity shall have
any personal liability in respect of obligations of the Guarantors under the
Indenture or the Guarantees solely by reason of his or its status as such
stockholder, employee, officer or director, except that this provision shall in
no way limit the obligation of any Guarantor pursuant to any Guarantee of the
Notes. Each Holder by accepting a Note waives and releases all such liability.
The waiver and release are part of the consideration for issuance of the Notes.

     This is a continuing Guarantee and shall remain in full force and effect
and shall be binding upon the Guaranteeing Subsidiary and its successors and
assigns until full and final payment of all of the Company's obligations under
the Notes and Indenture or until released in accordance with the Indenture and
shall inure to the benefit of the successors and assigns of the Trustee and the
Holders, and, in the event of any transfer or assignment of rights by any Holder
or the Trustee, the rights and privileges herein conferred upon that party shall
automatically extend to and be vested in such transferee or assignee, all
subject to the terms and conditions hereof. This is a Guarantee of payment and
not of collectibility.

     The Obligations of the Guaranteeing Subsidiary under its Subsidiary
Guarantee shall be limited to the extent necessary to insure that it does not
constitute a fraudulent conveyance under applicable law.

     THE TERMS OF ARTICLE X OF THE INDENTURE ARE INCORPORATED HEREIN BY
REFERENCE.

     3.   NEW YORK LAW TO GOVERN.

     (a)  THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO
CONSTRUE THIS SUPPLEMENTAL INDENTURE, INCLUDING, WITHOUT LIMITATION, SECTIONS
5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND NEW YORK CIVIL
PRACTICE LAWS AND RULES 327(B).

     (b)  EACH OF THE COMPANY AND THE GUARANTORS HEREBY IRREVOCABLY SUBMITS TO
THE JURISDICTION OF ANY NEW YORK STATE COURT SITTING IN THE BOROUGH OF MANHATTAN
IN THE CITY OF NEW YORK OR ANY FEDERAL COURT SITTING IN THE BOROUGH OF MANHATTAN
IN THE CITY OF NEW YORK IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING ARISING

                                      E-2

<PAGE>

OUT OF OR RELATING TO THIS INDENTURE AND THE NOTES, AND IRREVOCABLY ACCEPTS FOR
ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY,
JURISDICTION OF THE AFORESAID COURTS. EACH OF THE COMPANY AND THE GUARANTORS
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO UNDER
APPLICABLE LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING
OF THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT
AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT
HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. NOTHING HEREIN SHALL AFFECT THE RIGHT
OF THE TRUSTEE OR ANY NOTEHOLDER TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED
BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST THE COMPANY
AND THE GUARANTORS IN ANY OTHER JURISDICTION.

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

     5.   Effect of Headings. The Section headings herein are for convenience
only and shall not affect the construction hereof.

                                      E-3

<PAGE>

     IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed and attested, all as of the date first above
written.

                                        THE COMPANY:

                                        BIO-RAD LABORATORIES, INC.


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


                                        THE GUARANTOR[S]:

                                        [                         ]


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


                                        TRUSTEE:

                                        WELLS FARGO BANK, NATIONAL ASSOCIATION


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


                                      E-4