Exhibit 4.3




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                         QUEST DIAGNOSTICS INCORPORATED,

                                    as Issuer

                     THE SUBSIDIARY GUARANTORS NAMED HEREIN,

                                  as Guarantors

                                       and

                              THE BANK OF NEW YORK,

                                   as Trustee



                                    Indenture

                            Dated as of June 27, 2001

                           Providing for the Issuance

                                       of

                             Senior Debt Securities



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                         QUEST DIAGNOSTICS INCORPORATED
           Reconciliation and tie between Trust Indenture Act of 1939
                     and Indenture, dated as of June 27,2001



TRUST INDENTURE ACT SECTION                                                         INDENTURE SECTION
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Section 310(a)(1).............................................................            607
              (a)(2)..........................................................            607
              (b).............................................................            608
Section 312(c)................................................................            701
Section 314(a)................................................................            703
              (a)(4)..........................................................           1005
              (c)(1)..........................................................            102
              (c)(2)..........................................................            102
              (e).............................................................            102
Section 315(b)................................................................            601
Section 316(a) (last sentence)................................................    101 ("Outstanding")
              (a)(1)(A).......................................................         502, 512
              (a)(1)(B).......................................................            513
              (b).............................................................            508
Section 317(a)(1).............................................................            503
              (a)(2)..........................................................            504
Section 318(a)................................................................            111
              (c).............................................................            111

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NOTE: This reconciliation and tie shall not, for any purpose, be deemed to be a
part of the Indenture.

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                                TABLE OF CONTENTS



      ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
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SECTION 101 Definitions...........................................................................................1
SECTION 102 Compliance Certificates and Opinions.................................................................10
SECTION 103 Form of Documents Delivered to Trustee...............................................................11
SECTION 104 Acts of Holders......................................................................................11
SECTION 105 Notices, Etc., to Trustee and Company................................................................13
SECTION 106 Notice to Holders; Waiver............................................................................13
SECTION 107 Effect of Headings and Table of Contents.............................................................14
SECTION 108 Successors and Assigns...............................................................................14
SECTION 109 Separability Clause..................................................................................14
SECTION 110 Benefits of Indenture................................................................................14
SECTION 111 Governing Law........................................................................................15
SECTION 112 Legal Holidays.......................................................................................15
SECTION 113 Conflict of Any Provision of Indenture with Trust Indenture Act......................................15
SECTION 114 No Recourse against Others...........................................................................15
SECTION 115 Waiver of Trial by Jury..............................................................................15

                          ARTICLE TWO SECURITIES FORMS

SECTION 201 Forms of Securities..................................................................................16
SECTION 202 Form of Trustee's Certificate of Authentication......................................................16
SECTION 203 Securities Issuable in Global Form...................................................................16
SECTION 204 Form of Legend for Book-Entry Securities.............................................................17

                          ARTICLE THREE THE SECURITIES

SECTION 301 Amount Unlimited; Issuable in Series.................................................................18
SECTION 302 Denominations........................................................................................22
SECTION 303 Execution, Authentication, Delivery and Dating.......................................................22
SECTION 304 Temporary Securities.................................................................................24
SECTION 305 Registration, Registration of Transfer and Exchange..................................................27
SECTION 306 Mutilated, Destroyed, Lost and Stolen Securities.....................................................30
SECTION 307 Payment of Interest; Interest Rights Preserved; Optional Interest Reset..............................31
SECTION 308 Optional Extension of Maturity.......................................................................34
SECTION 309 Persons Deemed Owners................................................................................35
SECTION 310 Cancellation.........................................................................................36
SECTION 311 Computation of Interest..............................................................................36
SECTION 312 Currency and Manner of Payments in Respect of Securities.............................................36
SECTION 313 Appointment and Resignation of Successor Exchange Rate Agent.........................................40
SECTION 314 CUSIP Numbers........................................................................................40
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                     ARTICLE FOUR SATISFACTION AND DISCHARGE
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SECTION 401 Satisfaction and Discharge of Indenture..............................................................41
SECTION 402 Application of Trust Funds...........................................................................42

                              ARTICLE FIVE REMEDIES

SECTION 501 Events of Default....................................................................................42
SECTION 502 Acceleration of Maturity; Rescission and Annulment...................................................44
SECTION 503 Collection of Indebtedness and Suits for Enforcement by Trustee......................................45
SECTION 504 Trustee May File Proofs of Claim.....................................................................46
SECTION 505 Trustee May Enforce Claims Without Possession of Securities or Coupons...............................46
SECTION 506 Application of Money Collected.......................................................................47
SECTION 507 Limitation on Suits..................................................................................47
SECTION 508 Unconditional Right of Holders to Receive Principal, Premium and Interest and Additional
                      Amounts, if Any............................................................................48
SECTION 509 Restoration of Rights and Remedies...................................................................48
SECTION 510 Rights and Remedies Cumulative.......................................................................48
SECTION 511 Delay or Omission Not Waiver.........................................................................48
SECTION 512 Control by Holders of Securities.....................................................................49
SECTION 513 Undertaking for Costs................................................................................49
SECTION 514 Waiver of Past Defaults..............................................................................49
SECTION 515 Waiver of Usury, Stay or Extension Laws..............................................................50

                             ARTICLE SIX THE TRUSTEE

SECTION 601 Notice of Defaults...................................................................................50
SECTION 602 Certain Rights of Trustee............................................................................50
SECTION 603 Not Responsible for Recitals or Issuance of Securities...............................................52
SECTION 604 May Hold Securities..................................................................................52
SECTION 605 Money Held in Trust..................................................................................53
SECTION 606 Compensation and Reimbursement.......................................................................53
SECTION 607 Corporate Trustee Required; Eligibility..............................................................53
SECTION 608 Resignation and Removal; Appointment of Successor....................................................54
SECTION 609 Acceptance of Appointment by Successor...............................................................55
SECTION 610 Merger, Conversion, Consolidation or Succession to Business..........................................56
SECTION 611 Appointment of Authenticating Agent..................................................................56
SECTION 612 Conflicting Interests................................................................................58
SECTION 613 Appointment of Co-Trustee............................................................................58
SECTION 614 Trustee's Application for Instructions from the Company..............................................59

         ARTICLE SEVEN HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 701 Disclosure of Names and Addresses of Holders.........................................................60
SECTION 702 Reports by Trustee...................................................................................60
SECTION 703 Reports by Company and Subsidiary Guarantors.........................................................61

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SECTION 704 Calculation of Original Issue Discount...............................................................61

           ARTICLE EIGHT CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER

SECTION 801 Company May Consolidate, Etc., Only on Certain Terms.................................................62
SECTION 802 Successor Person Substituted.........................................................................62
SECTION 803 Officers' Certificate and Opinion of Counsel.........................................................63

                      ARTICLE NINE SUPPLEMENTAL INDENTURES

SECTION 901 Supplemental Indentures Without Consent of Holders...................................................63
SECTION 902 Supplemental Indentures with Consent of Holders......................................................65
SECTION 903 Execution of Supplemental Indentures.................................................................66
SECTION 904 Effect of Supplemental Indentures....................................................................66
SECTION 905 Conformity with Trust Indenture Act..................................................................66
SECTION 906 Reference in Securities to Supplemental Indentures...................................................66

                              ARTICLE TEN COVENANTS

SECTION 1001 Payment of Principal, Premium, if any, and Interest.................................................67
SECTION 1002 Maintenance of Office or Agency.....................................................................67
SECTION 1003 Money for Securities Payments to be Held in Trust...................................................69
SECTION 1004 Corporate Existence.................................................................................70
SECTION 1005 Additional Amounts..................................................................................70
SECTION 1006 Statement as to Compliance..........................................................................71
SECTION 1007 Waiver of Certain Covenants.........................................................................71

                     ARTICLE ELEVEN REDEMPTION OF SECURITIES

SECTION 1101 Applicability of Article............................................................................71
SECTION 1102 Election to Redeem; Notice to Trustee...............................................................72
SECTION 1103 Selection by Trustee of Securities to be Redeemed...................................................72
SECTION 1104 Notice of Redemption................................................................................72
SECTION 1105 Deposit of Redemption Price.........................................................................74
SECTION 1106 Securities Payable on Redemption Date...............................................................74
SECTION 1107 Securities Redeemed in Part.........................................................................75

                          ARTICLE TWELVE SINKING FUNDS

SECTION 1201 Applicability of Article............................................................................75
SECTION 1202 Satisfaction of Sinking Fund Payments with Securities...............................................75
SECTION 1203 Redemption of Securities for Sinking Fund...........................................................76

               ARTICLE THIRTEEN REPAYMENT AT THE OPTION OF HOLDERS

SECTION 1301 Applicability of Article............................................................................76
SECTION 1302 Repayment of Securities.............................................................................76
SECTION 1303 Exercise of Option..................................................................................77
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SECTION 1304 When Securities Presented for Repayment Become Due and Payable......................................77
SECTION 1305 Securities Repaid in Part...........................................................................78

               ARTICLE FOURTEEN DEFEASANCE AND COVENANT DEFEASANCE

SECTION 1401 Applicability of Article; Company's Option to Effect Defeasance or Covenant Defeasance..............79
SECTION 1402 Defeasance and Discharge............................................................................79
SECTION 1403 Covenant Defeasance.................................................................................80
SECTION 1404 Conditions to Defeasance or Covenant Defeasance.....................................................80
SECTION 1405 Deposited Money and Government Obligations to Be Held in Trust; Other Miscellaneous
                      Provisions.................................................................................82

                ARTICLE FIFTEEN MEETINGS OF HOLDERS OF SECURITIES

SECTION 1501 Purposes for Which Meetings May Be Called...........................................................83
SECTION 1502 Call, Notice and Place of Meetings..................................................................83
SECTION 1503 Persons Entitled to Vote at Meetings................................................................83
SECTION 1504 Quorum; Action......................................................................................83
SECTION 1505 Determination of Voting Rights; Conduct and Adjournment of Meetings.................................84
SECTION 1506 Counting Votes and Recording Action of Meetings.....................................................85

                           ARTICLE SIXTEEN GUARANTEES

SECTION 1601 Guarantees..........................................................................................86
SECTION 1602 Execution and Delivery of Guarantees................................................................87
SECTION 1603 Limitation of Guarantor's Liability.................................................................88

EXHIBIT A - FORMS OF CERTIFICATES

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                  INDENTURE, dated as of June 27, 2001, between QUEST
DIAGNOSTICS INCORPORATED, a Delaware corporation (hereinafter called the
"Company"), having its principal office at One Malcolm Avenue, Teterboro, New
Jersey 07608, each of the Subsidiary Guarantors (as hereinafter defined) and THE
BANK OF NEW YORK, a New York banking corporation, as Trustee (hereinafter called
the "Trustee").

                RECITALS OF THE COMPANY AND SUBSIDIARY GUARANTORS

                  WHEREAS, the Company deems it necessary to issue from time to
time for its lawful purposes senior debt securities (hereinafter called the
"Securities") evidencing its unsecured and unsubordinated indebtedness, which
may or may not be convertible into or exchangeable for any securities of any
Person (including the Company) and which may or may not be guaranteed by the
Subsidiary Guarantors, and has duly authorized the execution and delivery of
this Indenture to provide for the issuance from time to time of the Securities,
to be issued in one or more series, unlimited as to principal amount, to bear
such rates of interest, to mature at such times and to have such other
provisions as provided in this Indenture;

                  WHEREAS, this Indenture is subject to the provisions of the
Trust Indenture Act of 1939, as amended, that are required to be part of this
Indenture and shall, to the extent applicable, be governed by such provisions;
and

                  WHEREAS, all things necessary to make this Indenture a valid
agreement of the Company and each Subsidiary Guarantor, in accordance with its
terms, have been done;

                  NOW, THEREFORE, THIS INDENTURE WITNESSETH:

                  For and in consideration of the premises and the purchase of
the Securities by the Holders thereof, it is mutually covenanted and agreed, for
the equal and proportionate benefit of all Holders of the Securities and
coupons, or of a series thereof, as follows:

                                  ARTICLE ONE

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

                  SECTION 101 Definitions.

                  For all purposes of this Indenture, except as otherwise
expressly provided or unless the context otherwise requires or unless such
definition is changed or amended in a supplement or amendment to this Indenture:

                  (1) the terms defined in this Article have the meanings
         assigned to them in this Article, and include the plural as well as the
         singular;

                  (2) all other terms used herein which are defined in the TIA,
         either directly or by reference therein, have the meanings assigned to
         them therein, and the terms "cash transaction" and "self-liquidating
         paper", as used in TIA Section 311, shall have the meanings assigned to
         them in the rules of the Commission adopted under the TIA;

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                  (3) all accounting terms not otherwise defined herein have the
         meanings assigned to them in accordance with accounting principles
         generally accepted in the United States; and

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

                  Certain terms, used principally in Article Three, Article Five
and Article Six are defined in those Articles.

                  "Act", when used with respect to any Holder, has the meaning
specified in Section 104.

                  "Additional Amounts" means any additional amounts which are
required by a Security or by or pursuant to a Board Resolution, under
circumstances specified therein, to be paid by the Company in respect of certain
taxes imposed on certain Holders and which are owing to such Holders.

                  "Affiliate" of any specified Person means any other Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with such specified Person. For the purposes of this definition,
"control" when used with respect to any specified Person means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.

                  "Authenticating Agent" means any authenticating agent
appointed by the Trustee pursuant to Section 611.

                  "Authorized Newspaper" means a newspaper, in the English
language or in an official language of the country of publication, customarily
published on each Business Day, whether or not published on Saturdays, Sundays
or holidays, and of general circulation in each place in connection with which
the term is used or in the financial community of each such place. Where
successive publications are required to be made in Authorized Newspapers, the
successive publications may be made in the same or in different newspapers in
the same city meeting the foregoing requirements and in each case on any
Business Day.

                  "Bearer Security" means any Security established pursuant to
Section 201 which is payable to bearer.

                  "Board of Directors" means the board of directors of the
Company or any Subsidiary Guarantor, as the case may be, or the executive
committee or any committee of that board duly authorized to act hereunder.

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

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                  "Business Day", when used with respect to any Place of Payment
or any other particular location referred to in this Indenture or in the
Securities, means, unless otherwise specified with respect to any Securities
pursuant to Section 301, each Monday, Tuesday, Wednesday, Thursday and Friday
which is not a day on which banking institutions in that Place of Payment or
particular location are authorized or obligated by law or executive order to
close.

                  "Clearstream" means Clearstream Banking societe anonyme or its
successor.

                  "Commission" means the Securities and Exchange Commission, as
from time to time constituted, created under the Exchange Act, or, if at any
time after execution of this Indenture such Commission is not existing and
performing the duties now assigned to it under the TIA, then the body performing
such duties at such time.

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

                  "Company" shall mean such successor corporation.

                  "Company Request" and "Company Order" mean, respectively, a
written request or order signed in the name of the Company by the Chairman, the
President or a Vice President, and by the Treasurer, an Assistant Treasurer, the
Comptroller or an Assistant Comptroller, the Secretary or an Assistant
Secretary, of the Company, and delivered to the Trustee.

                  "Conversion Date" has the meaning specified in Section 312(d).

                  "Conversion Event" means the cessation of use of (i) a Foreign
Currency both by the government of the country which issued such currency and
for the settlement of transactions by a central bank or other public
institutions of or within the international banking community, (ii) the euro for
the settlement of transactions by public institutions of or within the European
Communities or (iii) any currency unit (or composite currency) other than the
euro for the purposes for which the euro was established.

                  "Corporate Trust Office" means the office of the Trustee at
which, at any particular time, its corporate trust business shall be principally
administered, which office at the date hereof is located at 101 Barclay Street,
New York, New York 10286, Attn: Corporate Trust - Trustee Administration.

                  "Corporation" includes corporations, associations, limited
liability companies, companies and business trusts.

                  "Coupon" means any interest coupon appertaining to a Bearer
Security.

                  "Currency" means any currency or currencies, composite
currency or currency unit or currency units, including, without limitation, the
euro, issued by the government of one or more countries or by any reorganized
confederation or association of such governments.

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

                  "Defaulted Interest" has the meaning specified in Section 307.

                  "Depository Participant" means, with respect to the Depositary
Trust Company (the "Depository") or its nominee, an institution that has an
account therewith.

                  "Dollar" or "$" means a dollar or other equivalent unit in
such coin or currency of the United States of America as at the time shall be
legal tender for the payment of public and private debts.

                  "Election Date" has the meaning specified in Section 312(h).

                  "Euroclear" means Morgan Guaranty Trust Company of New York,
Brussels Office, or its successor as operator of the Euroclear System.

                  "European Communities" means the European Union, the European
Coal and Steel Community and the European Atomic Energy Community.

                  "Event of Default" has the meaning specified in Article Five.

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

                  "Exchange Rate Agent", with respect to Securities of or within
any series, means, unless otherwise specified with respect to any Securities
pursuant to Section 301, a New York Clearing House bank designated pursuant to
Section 301 or Section 313.

                  "Exchange Rate Officer's Certificate" means a certificate
setting forth (i) the applicable Market Exchange Rate or the applicable bid
quotation and (ii) the Dollar or Foreign Currency amounts of principal (and
premium, if any) and interest, if any (on an aggregate basis and on the basis of
a Security having the lowest denomination principal amount determined in
accordance with Section 302 in the relevant currency or currency unit), payable
with respect to a Security of any series on the basis of such Market Exchange
Rate or the applicable bid quotation signed by the Treasurer, any Vice President
or any Assistant Treasurer of the Company.

                  "Foreign Currency" means any Currency, including, without
limitation, the euro, issued by the government of one or more countries other
than the United States of America or by any recognized confederation or
association of such governments.

                  "Government Obligations" means securities which are (i) direct
obligations of the United States of America or the government which issued the
Foreign Currency in which the Securities of a particular series are payable, for
the payment of which its full faith and credit is pledged or (ii) obligations of
a Person controlled or supervised by and acting as an agency or instrumentality
of the United States of America or such government which issued the Foreign
Currency in which the Securities of such series are payable, the payment of
which is unconditionally guaranteed as a full faith and credit obligation by the
United States of America or such other government, which, in either case, are
not callable or redeemable at the option of

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the issuer thereof, and shall also include a depository receipt issued by a bank
or trust company as custodian with respect to any such Government Obligation or
a specific payment of interest on or principal of any such Government Obligation
held by such custodian for the account of the holder of a depository receipt;
provided that (except as required by law) such custodian is not authorized to
make any deduction from the amount payable to the holder of such depository
receipt from any amount received by the custodian in respect of the Government
Obligation or the specific payment of interest on or principal of the Government
Obligation evidenced by such depository receipt.

                   "Holder" means, in the case of a Registered Security, the
Person in whose name a Security is registered in the Security Register and, in
the case of a Bearer Security, the bearer thereof and, when used with respect to
any coupon, shall mean the bearer thereof.

                  "Indenture" means this instrument as originally executed or as
it may from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof,
and shall include the terms of particular series of Securities established as
contemplated by Section 301; provided, however, that, if at any time more than
one Person is acting as Trustee under this instrument, "Indenture" shall mean,
with respect to any one or more series of Securities for which such Person is
Trustee, this instrument as originally executed or as it may from time to time
be supplemented or amended by one or more indentures supplemental hereto entered
into pursuant to the applicable provisions hereof and shall include the terms of
the or those particular series of Securities for which such Person is Trustee
established as contemplated by Section 301, exclusive, however, of any
provisions or terms which relate solely to other series of Securities for which
such Person is not Trustee, regardless of when such terms or provisions were
adopted, and exclusive of any provisions or terms adopted by means of one or
more indentures supplemental hereto executed and delivered after such Person had
become such Trustee but to which such Person, as such Trustee, was not a party.

                  "Indexed Security" means a Security as to which all or certain
interest payments and/or the principal amount payable at Maturity are determined
by reference to prices, changes in prices, or differences between prices, of
securities, Currencies, intangibles, goods, articles or commodities or by such
other objective price, economic or other measures as are specified in Section
301 hereof.

                  "Interest", when used with respect to an Original Issue
Discount Security which by its terms bears interest only after Maturity, shall
mean interest payable after Maturity, and, when used with respect to a Security
which provides for the payment of Additional Amounts pursuant to Section 1004 or
otherwise, includes such Additional Amounts.

                  "Interest Payment Date", when used with respect to any
Security, means the Stated Maturity of an installment of interest on such
Security.

                  "Market Exchange Rate" means, unless otherwise specified with
respect to any Securities pursuant to Section 301, (i) for any conversion
involving a currency unit on the one hand and Dollars or any Foreign Currency on
the other, the exchange rate between the relevant currency unit and Dollars or
such Foreign Currency calculated by the method specified pursuant

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to Section 301 for the Securities of the relevant series, (ii) for any
conversion of Dollars into any Foreign Currency, the noon buying rate for such
Foreign Currency for cable transfers quoted in New York City as certified for
customs purposes by the Federal Reserve Bank of New York and (iii) for any
conversion of one Foreign Currency into Dollars or another Foreign Currency, the
spot rate at noon local time in the relevant market at which, in accordance with
normal banking procedures, the Dollars or Foreign Currency into which conversion
is being made could be purchased with the Foreign Currency from which conversion
is being made from major banks located in either New York City, London or any
other principal market for Dollars or such purchased Foreign Currency, in each
case determined by the Exchange Rate Agent. Unless otherwise specified with
respect to any Securities pursuant to Section 301, in the event of the
unavailability of any of the exchange rates provided for in the foregoing
clauses (i), (ii) and (iii), the Exchange Rate Agent shall use, in its sole
discretion and without liability on its part, such quotation of the Federal
Reserve Bank of New York as of the most recent available date, or quotations
from one or more major banks in New York City, London or other principal market
for such currency or currency unit in question, or such other quotations as the
Exchange Rate Agent shall deem appropriate. Unless otherwise specified by the
Exchange Rate Agent, if there is more than one market for dealing in any
currency or currency unit by reason of foreign exchange regulations or
otherwise, the market to be used in respect of such currency or currency unit
shall be that upon which a nonresident issuer of securities designated in such
currency or currency unit would purchase such currency or currency unit in order
to make payments in respect of such securities.

                  "Maturity", when used with respect to any Security, means the
date on which the principal of such Security or an installment of principal
becomes due and payable as therein or herein provided, whether at the Stated
Maturity or by declaration of acceleration, notice of redemption, notice of
option to elect repayment, notice of exchange or conversion or otherwise.

                  "Officers' Certificate" means a certificate signed by the
Chairman, the President or any Vice President and by the Treasurer, an Assistant
Treasurer, the Comptroller or an Assistant Comptroller, the Secretary or an
Assistant Secretary of the Company or any Subsidiary Guarantor, as the case may
be, and delivered to the Trustee.

                  "Opinion of Counsel" means a written opinion of counsel, who
may be counsel for the Company or any Subsidiary Guarantor or who may be an
employee of or other counsel for the Company or any Subsidiary Guarantor
satisfactory to the Trustee.

                  "Original Issue Discount Security" means any Security which
provides for an amount less than the principal amount thereof to be due and
payable upon a declaration of acceleration of the Maturity thereof pursuant to
Section 502.

                  "Outstanding", when used with respect to Securities or any
series of any Securities, means, as of the date of determination, all Securities
or all Securities of such series, as the case may be, theretofore authenticated
and delivered under this Indenture, except:

                  (A) Securities theretofore cancelled by the Trustee or
         delivered to the Trustee for cancellation;

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                  (B) Securities, or portions thereof, for whose payment or
         redemption or repayment at the option of the Holder money in the
         necessary amount has been theretofore deposited with the Trustee or any
         Paying Agent (other than the Company or any Subsidiary Guarantor) in
         trust or set aside and segregated in trust by the Company or a
         Subsidiary Guarantor (if the Company or such Subsidiary Guarantor shall
         act as Paying Agent) for the Holders of such Securities and any coupons
         appertaining thereto, provided that, if such Securities are to be
         redeemed, notice of such redemption has been duly given pursuant to
         this Indenture or provision therefor satisfactory to the Trustee has
         been made;

                  (C) Securities, except to the extent provided in Sections 1402
         and 1403, with respect to which the Company has effected defeasance
         and/or covenant defeasance as provided in Article Fourteen; and

                  (D) Securities which have been paid pursuant to Section 306 or
         in exchange for or in lieu of which other Securities have been
         authenticated and delivered pursuant to this Indenture, other than any
         such Securities in respect of which there shall have been presented to
         the Trustee proof satisfactory to it that such Securities are held by a
         bona fide purchaser in whose hands such Securities are valid
         obligations of the Company;

provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder or are present at
a meeting of Holders for quorum purposes, and for the purpose of making the
calculations required by TIA Section 313, (i) the principal amount of an
Original Issue Discount Security that may be counted in making such
determination or calculation and that shall be deemed to be Outstanding for such
purpose shall be equal to the amount of principal thereof that would be (or
shall have been declared to be) due and payable, at the time of such
determination, upon a declaration of acceleration of the Maturity thereof
pursuant to Section 502, (ii) the principal amount of any Security denominated
in a Foreign Currency that may be counted in making such determination or
calculation and that shall be deemed Outstanding for such purpose shall be equal
to the Dollar equivalent, determined as of the date such Security is originally
issued by the Company as set forth in an Exchange Rate Officer's Certificate
delivered to the Trustee, of the principal amount (or, in the case of an
Original Issue Discount Security or Indexed Security, the Dollar equivalent as
of such date of original issuance of the amount determined as provided in clause
(i) above or (iii) below, respectively) of such Security, (iii) the principal
amount of any Indexed Security that may be counted in making such determination
or calculation and that shall be deemed outstanding for such purpose shall be
equal to the principal face amount of such Indexed Security at original
issuance, unless otherwise provided with respect to such Security pursuant to
Section 301, and (iv) Securities owned by the Company or any other obligor upon
the Securities or any Affiliate of the Company or of such other obligor shall be
disregarded and deemed not to be Outstanding, except that, in determining
whether the Trustee shall be protected in making such calculation or in relying
upon any such request, demand, authorization, direction, notice, consent or
waiver, only Securities which the Trustee actually knows to be so owned shall be
so disregarded. Securities so owned which have been pledged in good faith may be
regarded as Outstanding if the pledgee establishes to the satisfaction of the
Trustee the pledgee's right so to act with respect to such Securities and that
the pledgee is not the Company or any other obligor upon the Securities or any
Affiliate of the Company or of such other obligor.

                                       7
<PAGE>

                  "Paying Agent" means any Person authorized by the Company to
pay the principal of (or premium, if any) or interest, if any, on any Securities
or coupons on behalf of the Company.

                  "Person" means any individual, corporation, partnership,
limited liability company, joint venture, association, joint-stock company,
trust, unincorporated organization or government or any agency or political
subdivision thereof.

                  "Place of Payment", when used with respect to the Securities
of or within any series, means the place or places where the principal of (and
premium, if any) and interest, if any, on such Securities are payable as
specified and as contemplated by Sections 301 and 1002.

                  "Predecessor Security" of any particular Security means every
previous Security evidencing all or a portion of the same debt as that evidenced
by such particular Security; and, for the purposes of this definition, any
Security authenticated and delivered under Section 306 in exchange for or in
lieu of a mutilated, destroyed, lost or stolen Security or a Security to which a
mutilated, destroyed, lost or stolen coupon appertains shall be deemed to
evidence the same debt as the mutilated, destroyed, lost or stolen Security or
the Security to which the mutilated, destroyed, lost or stolen coupon
appertains.

                  "Redemption Date", when used with respect to any Security to
be redeemed, in whole or in part, means the date fixed for such redemption by or
pursuant to this Indenture.

                  "Redemption Price", when used with respect to any Security to
be redeemed, means the price at which it is to be redeemed pursuant to this
Indenture.

                  "Registered Security" shall mean any Security which is
registered in the Security Register.

                  "Regular Record Date" for the interest payable on any Interest
Payment Date on the Registered Securities of or within any series means the date
specified for that purpose as contemplated by Section 301, whether or not a
Business Day.

                  "Repayment Date" means, when used with respect to any Security
to be repaid at the option of the Holder, the date fixed for such repayment by
or pursuant to this Indenture.

                  "Repayment Price" means, when used with respect to any
Security to be repaid at the option of the Holder, the price at which it is to
be repaid by or pursuant to this Indenture.

                  "Responsible Officer" shall mean, when used with respect to
the Trustee, any officer within the corporate trust department of the Trustee,
including any vice president, assistant vice president, assistant secretary,
assistant treasurer, trust officer or any other officer of the Trustee who
customarily performs functions similar to those performed by the Persons who at
the time shall be such officers, respectively, or to whom any corporate trust
matter is referred because of such person's knowledge of and familiarity with
the particular subject and who shall have direct responsibility for the
administration of this Indenture.

                                       8
<PAGE>

                  "Security" or "Securities" has the meaning stated in the first
recital of this Indenture and, more particularly, means any Security or
Securities authenticated and delivered under this Indenture; provided, however,
that, if at any time there is more than one Person acting as Trustee under this
Indenture, "Securities" with respect to the Indenture as to which such Person is
Trustee shall have the meaning stated in the first recital of this Indenture and
shall more particularly mean Securities authenticated and delivered under this
Indenture, exclusive, however, of Securities of any series as to which such
Person is not Trustee. Where applicable, references in this Indenture to
"Security" or "Securities" in respect of which Subsidiary Guarantees have been
issued and are Outstanding will include such Subsidiary Guarantees.

                  "Security Register" and "Security Registrar" have the
respective meanings specified in Section 305.

                  "Special Record Date" for the payment of any Defaulted
Interest on the Registered Securities of or within any series means a date fixed
by the Trustee pursuant to Section 307.

                  "Stated Maturity", when used with respect to any Security or
any installment of principal thereof or interest thereon, means the date
specified in such Security or a coupon representing such installment of interest
as the fixed date on which the principal of such Security or such installment of
principal or interest is due and payable, as such date may be extended pursuant
to the provisions of Section 308.

                  "Subsidiary" means any corporation a majority of the
outstanding voting stock of which is owned, directly or indirectly, by the
Company or by one or more other Subsidiaries of the Company. For the purposes of
this definition, "voting stock" means stock having voting power for the election
of directors, managers or trustees of any Person (whether or not, at the time,
stock of any other class or classes shall have, or might have, voting power by
reason of the happening of any contingency).

                  "Subsidiary Guarantees" means, with respect to the Securities
of any series, the guarantees with respect to the Securities of such Series by a
Subsidiary Guarantor pursuant to Article Thirteen hereof or a supplemental
indenture thereto.

                  "Subsidiary Guarantor" means, with respect to the Securities
of any series, Quest Diagnostics Holdings Incorporated, Quest Diagnostics
Clinical Laboratories, Inc., Quest Diagnostics Incorporated (CA), Quest
Diagnostics Incorporated (MD), Quest Diagnostics LLC, Quest Diagnostics
Incorporated (MI), Quest Diagnostics Incorporated (CT), Quest Diagnostics
Incorporated (MA), Quest Diagnostics of Pennsylvania Inc., Quest Diagnostics
Incorporated (OH), Metwest Inc., Nichols Institute Diagnostics, DPD Holdings,
Inc., Diagnostics Reference Services Inc, Laboratory Holdings Incorporated ,
Quest Diagnostics Finance Incorporated, Quest Diagnostics Investments
Incorporated, Pathology Building Partnership and any other Subsidiary of the
Company that provides a Subsidiary Guarantee with respect to the Securities of
such series pursuant to a supplemental indenture thereto.

                   "Trust Indenture Act" or "TIA" means the Trust Indenture Act
of 1939 as in force at the date as of which this Indenture was executed, except
as provided in Section 905.

                                       9
<PAGE>

                  "Trustee" means the Person named as the "Trustee" in the first
paragraph of this Indenture until a successor Trustee shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Trustee" shall mean or include each Person who is then a Trustee hereunder;
provided, however, that if at any time there is more than one such Person,
"Trustee" as used with respect to the Securities of any series shall mean only
the Trustee with respect to Securities of that series.

                  "United States" means, unless otherwise specified with respect
to any Securities pursuant to Section 301, the United States of America
(including the states and the District of Columbia), its territories, its
possessions and other areas subject to its jurisdiction.

                  "United States Person" means, unless otherwise specified with
respect to any Securities pursuant to Section 301, an individual who is a
citizen or resident of the United States, a corporation, partnership or other
entity created or organized in or under the laws of the United States or an
estate or trust the income of which is subject to United States federal income
taxation regardless of its source.

                  "Valuation Date" has the meaning specified in Section 312(c).

                  "Yield to Maturity" means the yield to maturity, computed at
the time of issuance of a Security (or, if applicable, at the most recent
redetermination of interest on such Security) and as set forth in such Security
in accordance with generally accepted United States bond yield computation
principles.

                  SECTION 102 Compliance Certificates and Opinions.

                  Upon any application or request by the Company or any
Subsidiary Guarantor to the Trustee to take any action under any provision of
this Indenture, the Company or such Subsidiary Guarantor, as the case may be,
shall furnish to the Trustee an Officers' Certificate stating that all
conditions precedent, if any, provided for in this Indenture relating to the
proposed action have been complied with and an Opinion of Counsel stating that
in the opinion of such counsel all such conditions precedent, if any, have been
complied with, except that in the case of any such application or request as to
which the furnishing of such documents is specifically required by any provision
of this Indenture relating to such particular application or request, no
additional certificate or opinion need be furnished.

                  Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (other than pursuant to
Section 1005) shall include:

                  (1) a statement that each individual signing such certificate
         or opinion has read such condition or covenant and the definitions
         herein relating thereto;

                  (2) a brief statement as to the nature and scope of the
         examination or investigation upon which the statements or opinions
         contained in such certificate or opinion are based;

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

                                       10
<PAGE>

                  (4) a statement as to whether, in the opinion of each such
         individual, such condition or covenant has been complied with.

                  SECTION 103 Form of Documents Delivered to Trustee.

                  In any case where several matters are required to be certified
by, or covered by an opinion of, any specified Person, it is not necessary that
all such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion as to some matters and one or more
other such Persons as to other matters, and any such Person may certify or give
an opinion as to such matters in one or several documents.

                  Any certificate or opinion of an officer of the Company or any
Subsidiary Guarantor may be based, insofar as it relates to legal matters, upon
an Opinion of Counsel, or a certificate or representations by counsel, unless
such officer knows, or in the exercise of reasonable care should know, that the
opinion, certificate or representations with respect to the matters upon which
his certificate or opinion is based are erroneous. Any such Opinion of Counsel
or certificate or representations may be based, insofar as it relates to factual
matters, upon a certificate or opinion of, or representations by, an officer or
officers of the Company or such Subsidiary Guarantor, as the case may be,
stating that the information as to such factual matters is in the possession of
the Company or such Subsidiary Guarantor, as the case may be, unless such
counsel knows, or in the exercise of reasonable care should know, that the
certificate or opinion or representations as to such matters are erroneous.

                  Where any Person is required to make, give or execute two or
more applications, requests, consents, certificates, statements, opinions or
other instruments under this Indenture, they may, but need not, be consolidated
and form one instrument.

                  SECTION 104 Acts of Holders.

                  (a) Any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Indenture to be given or taken
by Holders of the Outstanding Securities of all series or one or more series, as
the case may be, may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed (which may be electronically signed) by such
Holders in person or by agents duly appointed in writing. If Securities of a
series are issuable as Bearer Securities, any request, demand, authorization,
direction, notice, consent, waiver or other action provided by this Indenture to
be given or taken by Holders of Securities of such series may, alternatively, be
embodied in and evidenced by the record of Holders of Securities of such series
voting in favor thereof, either in person or by proxies duly appointed in
writing, at any meeting of Holders of Securities of such series duly called and
held in accordance with the provisions of Article Fifteen, or a combination of
such instruments and any such record. Except as herein otherwise expressly
provided, such action shall become effective when such instrument or instruments
or record or both are delivered to the Trustee and, where it is hereby expressly
required, to the Company or the Subsidiary Guarantors or to all of them. Such
instrument or instruments and any such record (and the action embodied therein
and evidenced thereby) are herein sometimes referred to as the "Act" of the
Holders signing such instrument or instruments or so voting at any such meeting.
Proof of execution of any such instrument or of a

                                       11
<PAGE>

writing appointing any such agent, or of the holding by any Person of a
Security, shall be sufficient for any purpose of this Indenture and conclusive
in favor of the Trustee and the Company and any agent of the Trustee or the
Company, if made in the manner provided in this Section. The record of any
meeting of Holders of Securities shall be proved in the manner provided in
Section 1506.

                  (b) The fact and date of the execution of any such instrument
or writing, or the authority of the Person executing the same, may be proved in
any manner which the Trustee deems reasonably sufficient.

                  (c) The ownership of Registered Securities shall be proved by
the Security Register.

                  (d) The ownership of Bearer Securities may be proved by the
production of such Bearer Securities or by a certificate executed, as
depositary, by any trust company, bank, banker or other depositary, wherever
situated, if such certificate shall be deemed by the Trustee to be satisfactory,
showing that at the date therein mentioned such Person had on deposit with such
depositary, or exhibited to it, the Bearer Securities therein described; or such
facts may be proved by the certificate or affidavit of the Person holding such
Bearer Securities, if such certificate or affidavit is deemed by the Trustee to
be satisfactory. The Trustee, the Company and the Subsidiary Guarantors may
assume that such ownership of any Bearer Security continues until (1) another
certificate or affidavit bearing a later date issued in respect of the same
Bearer Security is produced, or (2) such Bearer Security is produced to the
Trustee by some other Person, or (3) such Bearer Security is surrendered in
exchange for a Registered Security, or (4) such Bearer Security is no longer
Outstanding. The ownership of Bearer Securities may also be proved in any other
manner that the Trustee deems sufficient.

                  (e) If the Company or any Subsidiary Guarantor shall solicit
from the Holders of Registered Securities any request, demand, authorization,
direction, notice, consent, waiver or other Act, the Company or such Subsidiary
Guarantor, as the case may be, may, at its option, in or pursuant to a Board
Resolution, fix in advance a record date for the determination of Holders
entitled to give such request, demand, authorization, direction, notice,
consent, waiver or other Act, but the Company or such Subsidiary Guarantor, as
the case may be, shall have no obligation to do so. Notwithstanding TIA Section
316(c), such record date shall be the record date specified in or pursuant to
such Board Resolution, which shall be a date not earlier than the date 30 days
prior to the first solicitation of Holders generally in connection therewith and
not later than the date such solicitation is completed. If such a record date is
fixed, such request, demand, authorization, direction, notice, consent, waiver
or other Act may be given before or after such record date, but only the Holders
of record at the close of business on such record date shall be deemed to be
Holders for the purposes of determining whether Holders of the requisite
proportion of Outstanding Securities have authorized or agreed or consented to
such request, demand, authorization, direction, notice, consent, waiver or other
Act, and for that purpose the Outstanding Securities shall be computed as of
such record date; provided that no such authorization, agreement or consent by
the Holders on such record date shall be deemed effective unless it shall become
effective pursuant to the provisions of this Indenture not later than 180 days
after the record date.

                                       12
<PAGE>

                  (f) Any request, demand, authorization, direction, notice,
consent, waiver or other Act of the Holder of any Security shall bind every
future Holder of the same Security and the Holder of every Security issued upon
the registration of transfer thereof or in exchange therefor or in lieu thereof
in respect of anything done, omitted or suffered to be done by the Trustee, any
Security Registrar, any Paying Agent, any Authenticating Agent, the Company or
any Subsidiary Guarantor in reliance thereon, whether or not notation of such
action is made upon such Security.

                  SECTION 105 Notices, Etc., to Trustee and Company.

                  Any request, demand, authorization, direction, notice,
consent, waiver or Act of Holders or other document provided or permitted by
this Indenture to be made upon, given or furnished to, or filed with, (1) the
Trustee by any Holder or by the Company or any Subsidiary Guarantor shall be
sufficient for every purpose hereunder if made, given, furnished or filed in
writing to or with the Trustee at its Corporate Trust Office, Attention:
Corporate Trust Administration, or at any other address previously furnished in
writing by the Trustee to the Holders or the Company or such Subsidiary
Guarantor or (2) the Company or any Subsidiary Guarantor by the Trustee or by
any Holder shall be sufficient for every purpose hereunder (unless otherwise
herein expressly provided) if in writing and mailed, given, furnished or filed
with or to the Company or such Subsidiary Guarantor addressed to it at the
address of the Company's principal office specified in the first paragraph of
this Indenture or at any other address previously furnished in writing to the
Trustee by the Company or such Subsidiary Guarantor.

                  SECTION 106 Notice to Holders; Waiver.

                  Where this Indenture provides for notice of any event to
Holders of Registered Securities by the Company, the Subsidiary Guarantors or
the Trustee, such notice shall be sufficiently given (unless otherwise herein
expressly provided) if in writing and mailed, first-class postage prepaid, or by
email, to each such Holder affected by such event, at his physical address or
email address as such address appears in the Security Register, not later than
the latest date, and not earlier than the earliest date, prescribed for the
giving of such notice. In any case where notice to Holders of Registered
Securities is given by mail, neither the failure to mail such notice, nor any
defect in any notice so mailed, to any particular Holder shall affect the
sufficiency of such notice with respect to other Holders of Registered
Securities or the sufficiency of any notice to Holders of Bearer Securities
given as provided herein. Any notice mailed to a Holder in the manner herein
prescribed shall be conclusively deemed to have been received by such Holder,
whether or not such Holder actually receives such notice.

                  If by reason of the suspension of or irregularities in regular
mail service or by reason of any other cause it shall be impracticable to give
such notice by mail, then such notification to Holders of Registered Securities
as shall be made with the approval of the Trustee shall constitute a sufficient
notification to such Holders for every purpose hereunder.

                  Except as otherwise expressly provided herein or otherwise
specified with respect to any Securities pursuant to Section 301, where this
Indenture provides for notice to Holders of Bearer Securities of any event, such
notice shall be sufficiently given if published in (1) an Authorized Newspaper
in The City of New York and in such other city or cities as may be

                                       13
<PAGE>

specified in such Securities on a Business Day, or (2) an electronic medium
easily accessible by the Holders as may be specified to such Holders, such
publication to be not later than the latest date, and not earlier than the
earliest date, prescribed for the giving of such notice. Any such notice shall
be deemed to have been given on the date of such publication or, if published
more than once, on the date of the first such publication.

                  If by reason of the suspension of publication of any
Authorized Newspaper or Authorized Newspapers or by reason of any other cause it
shall be impracticable to publish any notice to Holders of Bearer Securities as
provided above, then such notification to Holders of Bearer Securities as shall
be given with the approval of the Trustee shall constitute sufficient notice to
such Holders for every purpose hereunder. Neither the failure to give notice by
publication to Holders of Bearer Securities as provided above, nor any defect in
any notice so published, shall affect the sufficiency of such notice with
respect to other Holders of Bearer Securities or the sufficiency of any notice
to Holders of Registered Securities given as provided herein.

                  Any request, demand, authorization, direction, notice, consent
or waiver required or permitted under this Indenture shall be in the English
language, except that any published notice may be in an official language of the
country of publication.

                  Where this Indenture provides for notice in any manner, such
notice may be waived in writing by the Person entitled to receive such notice,
either before or after the event, and such waiver shall be the equivalent of
such notice. Waivers of notice by Holders shall be filed with the Trustee, but
such filing shall not be a condition precedent to the validity of any action
taken in reliance upon such waiver.

                  SECTION 107 Effect of Headings and Table of Contents.

                  The Article and Section headings herein and the Table of
Contents are for convenience only and shall not affect the construction hereof.

                  SECTION 108 Successors and Assigns.

                  All covenants and agreements in this Indenture by the Company
or any Subsidiary Guarantor shall bind its successors and assigns, whether so
expressed or not.

                  SECTION 109 Separability Clause.

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

                  SECTION 110 Benefits of Indenture.

                  Nothing in this Indenture or in the Securities, the Subsidiary
Guarantees or coupons, express or implied, shall give to any Person, other than
the parties hereto, any Security Registrar, any Paying Agent, any Authenticating
Agent and their successors hereunder and the Holders any benefit or any legal or
equitable right, remedy or claim under this Indenture.

                                       14
<PAGE>

                  SECTION 111 Governing Law.

                  This Indenture, the Securities, the Subsidiary Guarantees and
coupons shall be governed by and construed in accordance with the laws of the
State of New York, without regard to principles of conflicts of laws. This
Indenture is subject to the provisions of the Trust Indenture Act that are
required to be part of this Indenture and shall, to the extent applicable, be
governed by such provisions.

                  SECTION 112 Legal Holidays.

                  In any case where any Interest Payment Date, Redemption Date,
Repayment Date, sinking fund payment date, Stated Maturity or Maturity of any
Security shall not be a Business Day at any Place of Payment, then
(notwithstanding any other provision of this Indenture or any Security or coupon
other than a provision in the Securities of any series which specifically states
that such provision shall apply in lieu of this Section), payment of principal
(or premium, if any) or interest, if any, need not be made at such Place of
Payment on such date, but may be made on the next succeeding Business Day at
such Place of Payment with the same force and effect as if made on the Interest
Payment Date, Redemption Date, Repayment Date or sinking fund payment date, or
at the Stated Maturity or Maturity; provided that no interest shall accrue on
the amount so payable for the period from and after such Interest Payment Date,
Redemption Date, Repayment Date, sinking fund payment date, Stated Maturity or
Maturity, as the case may be.

                  SECTION 113 Conflict of Any Provision of Indenture with Trust
Indenture Act.

                  If and to the extent that any provision of this Indenture
limits, qualifies or conflicts with the duties imposed by TIA Sections 310 to
318, inclusive, or conflicts with any provision (an "incorporated provision")
required by or deemed to be included in this Indenture by operation of such TIA
Sections or any section of the TIA, such imposed duties or incorporated
provisions shall control. If any provision of this Indenture modifies or
excludes any provision of the TIA that may be so modified or excluded, the
latter provision shall be deemed to apply to this Indenture as so modified or
excluded, as the case may be.

                  SECTION 114 No Recourse against Others.

                  A director, officer, employee or stockholder, as such, of the
Company or any Subsidiary Guarantor shall not have any liability for any
obligations of the Company or such Subsidiary Guarantor under the Securities,
the Subsidiary Guarantees, if any, or this Indenture or for any claim based on,
in respect of or by reason of such obligations or their creation. Each Holder by
accepting any of the Securities and the Subsidiary Guarantees waives and
releases all such liability.

                  SECTION 115 Waiver of Trial by Jury.

                  The Company, the Subsidiary Guarantors, the Trustee, and
Holders hereby irrevocably and unconditionally waive the right to trial by jury
in connection with any claim arising out of or relating to the Securities and
under this Indenture.

                                       15
<PAGE>

                                  ARTICLE TWO

                                SECURITIES FORMS

                  SECTION 201 Forms of Securities.

                  The Registered Securities, if any, of each series, the Bearer
Securities, if any, of each series and related coupons shall be in substantially
the forms as shall be established in one or more indentures supplemental hereto
or approved from time to time by or pursuant to a Board Resolution in accordance
with Section 301, shall have such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this
Indenture or any indenture supplemental hereto, and may have such letters,
numbers or other marks of identification or designation and such legends or
endorsements placed thereon as the Company or the Subsidiary Guarantors, as the
case may be, may deem appropriate and as are not inconsistent with the
provisions of this Indenture, or as may be required to comply with any law or
with any rule or regulation made pursuant thereto or with any rule or regulation
of any stock exchange on which the Securities may be listed, or to conform to
usage.

                  Unless otherwise specified as contemplated by Section 301,
Bearer Securities shall have interest coupons attached.

                  The definitive Securities and coupons shall be printed,
lithographed or engraved or produced by any combination of these methods on a
steel engraved border or steel engraved borders or may be produced in any other
manner, all as determined by the officers executing such Securities or coupons,
as evidenced by their execution of such Securities or coupons.

                  SECTION 202 Form of Trustee's Certificate of Authentication.

                  Subject to Section 611, the Trustee's certificate of
authentication shall be in substantially the following form:

                  This is one of the Securities of the series designated herein
and referred to in the within-mentioned Indenture.

                                    THE BANK OF NEW YORK
                                    as Trustee


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


                  SECTION 203 Securities Issuable in Global Form.

                  If Securities of or within a series are issuable in global
form, as specified as contemplated by Section 301, then, notwithstanding clause
(8) of Section 301 and the provisions of Section 302, any such Security shall
represent such of the Outstanding Securities of such series as shall be
specified therein and may provide that it shall represent the aggregate amount
of Outstanding Securities of such series from time to time endorsed thereon and
that the

                                       16
<PAGE>

aggregate amount of Outstanding Securities of such series represented thereby
may from time to time be increased or decreased to reflect exchanges. Any
endorsement of a Security in global form to reflect the amount, or any increase
or decrease in the amount, of Outstanding Securities represented thereby shall
be made by the Trustee in such manner and upon instructions given by such Person
or Persons as shall be specified therein or in the Company Order to be delivered
to the Trustee pursuant to Section 303 or 304. Subject to the provisions of
Section 303 and, if applicable, Section 304, the Trustee shall deliver and
redeliver any Security in permanent global form in the manner and upon
instructions given by the Person or Persons specified therein or in the
applicable Company Order. If a Company Order pursuant to Section 303 or 304 has
been, or simultaneously is, delivered, any instructions by the Company with
respect to endorsement, delivery or redelivery of a Security in global form
shall be in writing but need not comply with Section 102 and need not be
accompanied by an Opinion of Counsel.

                  The provisions of the last sentence of Section 303 shall apply
to any Security represented by a Security in global form if such Security was
never issued and sold by the Company and the Company delivers to the Trustee the
Security in global form together with written instructions (which need not
comply with Section 102 and need not be accompanied by an Opinion of Counsel)
with regard to the reduction in the principal amount of Securities represented
thereby, together with the written statement contemplated by the last sentence
of Section 303.

                  Notwithstanding the provisions of Section 307, unless
otherwise specified as contemplated by Section 301, payment of principal of (and
premium, if any) and interest, if any, on any Security in permanent global form
shall be made to the Person or Persons specified therein.

                  Notwithstanding the provisions of Section 309 and except as
provided in the preceding paragraph, the Company, the Subsidiary Guarantors, the
Trustee and any agent of the Company, the Subsidiary Guarantors and the Trustee
shall treat as the Holder of such principal amount of Outstanding Securities
represented by a permanent global Security (i) in the case of a permanent global
Security in registered form, the Holder of such permanent global Security in
registered form, or (ii) in the case of a permanent global Security in bearer
form, Euroclear or Clearstream.

                  SECTION 204 Form of Legend for Book-Entry Securities.

                  Any Global Security authenticated and delivered hereunder
shall bear a legend (which would be in addition to any other legends required in
the case of a restricted Security) in substantially the following form:

                  THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE
         INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A
         DEPOSITORY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN
         WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS
         SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY
         PERSON OTHER THAN SUCH

                                       17
<PAGE>

         DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED
         IN THE INDENTURE.

                  UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
         REPRESENTATIVE OF THE DEPOSITARY TRUST COMPANY TO THE ISSUER OR ITS
         AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND SUCH
         CERTIFICATE ISSUED IN EXCHANGE FOR THIS CERTIFICATE IS REGISTERED IN
         THE NAME OF CEDE & CO., OR SUCH OTHER NAME AS REQUESTED BY AN
         AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY, ANY TRANSFER, PLEDGE OR
         OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
         WRONGFUL, SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
         INTEREST HEREIN.

                                 ARTICLE THREE

                                 THE SECURITIES

                  SECTION 301 Amount Unlimited; Issuable in Series.

                  The aggregate principal amount of Securities which may be
authenticated and delivered under this Indenture is unlimited.

                  The Securities shall rank equally and pari passu and may be
issued in one or more series. There shall be established in one or more Board
Resolutions or pursuant to authority granted by one or more Board Resolutions
and, subject to Section 303, set forth, or determined in the manner provided, in
an Officers' Certificate, or established in one or more indentures supplemental
hereto, prior to the issuance of Securities of any series, any or all of the
following, as applicable (each of which (except for the matters set forth in
clauses (1), (2) and (15) below), if so provided, may be determined from time to
time by the Company with respect to unissued Securities of the series when
issued from time to time):

                  (1) the title of the Securities of the series (which shall
         distinguish the Securities of such series from all other series of
         Securities);

                  (2) any limit upon the aggregate principal amount of the
         Securities of the series that may be authenticated and delivered under
         this Indenture (except for Securities authenticated and delivered upon
         registration of transfer of, or in exchange for, or in lieu of, other
         Securities of the series pursuant to Section 304, 305, 306, 906, 1107
         or 1305) and whether any series may be reopened for additional
         Securities of that series; in the event that such series of Securities
         may be reopened from time to time for issuances of additional
         Securities of such series, the terms thereof shall indicate whether any
         such additional Securities shall have the same terms as the prior
         Securities of such series or whether the Company may establish
         additional or different terms with respect to such additional
         Securities;

                                       18
<PAGE>

                  (3) the date or dates, or the method by which such date or
         dates will be determined or extended, on which the principal (and
         premium, if any,) of the Securities of the series shall be payable;

                  (4) the rate or rates at which the Securities of the series
         shall bear interest, if any, or the method by which such rate or rates
         shall be determined, the date or dates from which such interest shall
         accrue or the method by which such date or dates shall be determined,
         the Interest Payment Dates on which such interest will be payable and
         the Regular Record Date, if any, for the interest payable on any
         Registered Security on any Interest Payment Date, or the method by
         which such date shall be determined, and the basis upon which such
         interest shall be calculated if other than that of a 360-day year of
         twelve 30-day months;

                  (5) the place or places, if any, other than or in addition to
         the Borough of Manhattan, The City of New York, where the principal of
         (and premium, if any) and interest, if any, on Securities of the series
         shall be payable, any Registered Securities of the series may be
         surrendered for registration of transfer and exchange, Securities of
         the series may be surrendered for exchange, where Securities of that
         series that are convertible or exchangeable may be surrendered for
         conversion or exchange, as applicable, and where notices or demands to
         or upon the Company or, if applicable, the Subsidiary Guarantors in
         respect of the Securities of the series and this Indenture may be
         served;

                  (6) the period or periods within which, or the date or dates
         on which, the price or prices at which, the Currency or Currencies in
         which, and other terms and conditions upon which Securities of the
         series may be redeemed, in whole or in part, at the option of the
         Company, if the Company is to have the option;

                  (7) the obligation, if any, of the Company to redeem, repay or
         purchase Securities of the series pursuant to any sinking fund or
         analogous provision or at the option of a Holder thereof, and the
         period or periods within which or the date or dates on which, the price
         or prices at which, the Currency or Currencies in which, and other
         terms and conditions upon which Securities of the series shall be
         redeemed, repaid or purchased, in whole or in part, pursuant to such
         obligation;

                  (8) if other than denominations of $1,000 and any integral
         multiple thereof, the denomination or denominations in which any
         Registered Securities of the series shall be issuable and, if other
         than denominations of $5,000, the denomination or denominations in
         which any Bearer Securities of the series shall be issuable;

                  (9) if other than the Trustee, the identity of each Security
         Registrar and/or Paying Agent;

                  (10) if other than the principal amount thereof, the portion
         of the principal amount of Securities of the series that shall be
         payable upon declaration of acceleration of the Maturity thereof
         pursuant to Section 502 or the method by which such portion shall be
         determined;

                                       19
<PAGE>

                  (11) if other than Dollars, the Currency or Currencies in
         which payment of the principal of (or premium, if any) or interest, if
         any, on the Securities of the series shall be made or in which the
         Securities of the series shall be denominated and the particular
         provisions applicable thereto in accordance with, in addition to or in
         lieu of any of the provisions of Section 312;

                  (12) whether the amount of payments of principal of (or
         premium, if any) or interest, if any, on the Securities of the series
         may be determined with reference to an index, formula or other method
         (which index, formula or method may be based, without limitation, on
         one or more Currencies, commodities, equity indices or other indices),
         and the manner in which such amounts shall be determined;

                  (13) whether the principal of (or premium, if any) or
         interest, if any, on the Securities of the series are to be payable, at
         the election of the Company or a Holder thereof, in one or more
         Currencies other than that in which such Securities are denominated or
         stated to be payable, the period or periods within which (including the
         Election Date), and the terms and conditions upon which, such election
         may be made, and the time and manner of determining the exchange rate
         between the Currency or Currencies in which such Securities are
         denominated or stated to be payable and the Currency or Currencies in
         which such Securities are to be paid, in each case in accordance with,
         in addition to or in lieu of any of the provisions of Section 312;

                  (14) provisions, if any, granting special rights to the
         Holders of Securities of the series upon the occurrence of such events
         as may be specified;

                  (15) any deletions from, modifications of or additions to the
         Events of Default or covenants or other provisions (including any
         deletions from, modifications of or additions to any of the provisions
         of Section 1007) of the Company with respect to Securities of the
         series, whether or not such Events of Default or covenants or other
         provisions are consistent with the Events of Default or covenants or
         other provisions set forth herein;

                  (16) whether Securities of the series are to be issuable as
         Registered Securities, Bearer Securities or both, any restrictions
         applicable to the offer, sale or delivery of Bearer Securities and the
         terms upon which Bearer Securities of the series may be exchanged for
         Registered Securities of the series and vice versa (if permitted by
         applicable laws and regulations), whether any Securities of the series
         are to be issuable initially in temporary global form and whether any
         Securities of the series are to be issuable in permanent global form
         with or without coupons and, if so, whether beneficial owners of
         interests in any such permanent global Security may exchange such
         interests for Securities of such series in certificated form and of
         like tenor of any authorized form and denomination and the
         circumstances under which any such exchanges may occur, if other than
         in the manner provided in Section 305, and, if Registered Securities of
         the series are to be issuable as a global Security, the identity of the
         depository for such series;

                                       20
<PAGE>

                  (17) the date as of which any Bearer Securities of the series
         and any temporary global Security representing Outstanding Securities
         of the series shall be dated if other than the date of original
         issuance of the first Security of the series to be issued;

                  (18) the Person to whom any interest on any Registered
         Security of the series shall be payable, if other than the Person in
         whose name such Security (or one or more Predecessor Securities) is
         registered at the close of business on the Regular Record Date for such
         interest, the manner in which, or the Person to whom, any interest on
         any Bearer Security of the series shall be payable, if otherwise than
         upon presentation and surrender of the coupons appertaining thereto as
         they severally mature, and the extent to which, or the manner in which,
         any interest payable on a temporary global Security on an Interest
         Payment Date will be paid if other than in the manner provided in
         Section 304;

                  (19) the applicability, if any, of Sections 1402 and 1403 to
         the Securities of the series (and, in the case of Section 1403, if
         applicable, any additional covenants subject to covenant defeasance)
         and any provisions in modification of, in addition to or in lieu of any
         of the provisions of Article Fourteen;

                  (20) if the Securities of such series are to be issuable in
         definitive form (whether upon original issue or upon exchange of a
         temporary Security of such series) only upon receipt of certain
         certificates or other documents or satisfaction of other conditions,
         then the form and/or terms of such certificates, documents or
         conditions;

                  (21) whether, under what circumstances and the Currency in
         which, the Company will pay Additional Amounts as contemplated by
         Section 1005 on the Securities of the series to any Holder who is not a
         United States person (including any modification to the definition of
         such term) in respect of any tax, assessment or governmental charge
         and, if so, whether the Company will have the option to redeem such
         Securities rather than pay such Additional Amounts (and the terms of
         any such option);

                  (22) the designation of the initial Exchange Rate Agent, if
         any;

                  (23) if the Securities of the series are to be convertible
         into or exchangeable for any securities of any Person (including the
         Company), the terms and conditions upon which such Securities of the
         series will be so convertible or exchangeable (including, without
         limitation, the initial conversion price or rate, the conversion
         period, the conversion agent, if any, adjustments of the applicable
         conversion price or rate and any requirements with respect to the
         reservation of shares or Securities for purposes of conversion);

                  (24) whether payment of any amounts due hereunder will be
         guaranteed by one or more guarantors, including subsidiaries of the
         Company; and

                  (25) any other terms of the series (which terms shall not be
         inconsistent with the requirements of the TIA).

                                       21
<PAGE>

                  All Securities of any one series and the coupons appertaining
to any Bearer Securities of such series shall be substantially identical except,
in the case of Registered Securities, as to denomination and except as may
otherwise be provided in or pursuant to such Board Resolution (subject to
Section 303) and set forth in such Officers' Certificate or in any such
indenture supplemental hereto. All Securities of any one series need not be
issued at the same time and, unless otherwise provided, a series may be
reopened, without the consent of the Holders, for issuances of additional
Securities of such series or to establish additional terms of such series of
Securities (which additional terms shall only be applicable to unissued or
additional Securities of such series).

                  If any of the terms of the Securities of any series are
established by action taken pursuant to one or more Board Resolutions, a copy of
an appropriate record of such action(s) shall be certified by the Secretary or
an Assistant Secretary of the Company and delivered to the Trustee at or prior
to the delivery of the Officers' Certificate setting forth the terms of the
Securities of such series.

                  SECTION 302 Denominations.

                  The Securities of each series shall be issuable in such
denominations as shall be specified as contemplated by Section 301. In the
absence of any such provision with respect to Securities of any series, the
principal, premium and interest and Additional Amounts with respect to the
Securities shall be payable in Dollars. With respect to Securities of any series
denominated in Dollars, in the absence of any such provisions with respect to
the Securities of any series, the Registered Securities of such series, other
than Registered Securities issued in global form (which may be of any
denomination) shall be issuable in denominations of $1,000 and any integral
multiple thereof, and the Bearer Securities of such series, other than Bearer
Securities issued in global form (which may be of any denomination), shall be
issuable in a denomination of $5,000.

                  SECTION 303 Execution, Authentication, Delivery and Dating.

                  The Securities and any coupons appertaining thereto shall be
executed on behalf of the Company by its Chairman, its President or one of its
Vice Presidents, under its corporate seal reproduced thereon or a facsimile or
copy thereof and attested by its Secretary or one of its Assistant Secretaries.
The signature of any of these officers on the Securities and coupons may be
manual or facsimile signatures of the present or any future such authorized
officer and may be imprinted or otherwise reproduced on the Securities.

                  Securities or coupons bearing the manual or facsimile
signatures of individuals who were at any time the proper officers of the
Company shall bind the Company, notwithstanding that such individuals or any of
them have ceased to hold such offices prior to the authentication and delivery
of such Securities or did not hold such offices at the date of such Securities
or coupons.

                  At any time and from time to time after the execution and
delivery of this Indenture, the Company may deliver Securities of any series,
together with any coupon appertaining thereto, executed by the Company, to the
Trustee for authentication, together with a

                                       22
<PAGE>

Company Order for the authentication and delivery of such Securities, and the
Trustee in accordance with the Company Order shall authenticate and deliver such
Securities; either to the Company or according to the directions contained in
the Company Order; provided, however, that, in connection with its original
issuance, no Bearer Security shall be mailed or otherwise delivered to any
location in the United States; and provided further that, unless otherwise
specified with respect to any series of Securities pursuant to Section 301, a
Bearer Security may be delivered in connection with its original issuance only
if the Person entitled to receive such Bearer Security shall have furnished a
certificate in the form set forth in Exhibit A-1 to this Indenture or such other
certificate as may be specified with respect to any series of Securities
pursuant to Section 301, dated no earlier than 15 days prior to the earlier of
the date on which such Bearer Security is delivered and the date on which any
temporary Security first becomes exchangeable for such Bearer Security in
accordance with the terms of such temporary Security and this Indenture. If any
Security shall be represented by a permanent global Bearer Security, then, for
purposes of this Section and Section 304, the notation of a beneficial owner's
interest therein upon original issuance of such Security or upon exchange of a
portion of a temporary global Security shall be deemed to be delivery in
connection with its original issuance of such beneficial owner's interest in
such permanent global Security. Except as permitted by Section 306, the Trustee
shall not authenticate and deliver any Bearer Security unless all appurtenant
coupons for interest then matured have been detached and cancelled. If all the
Securities of any series are not to be issued at one time and if the Board
Resolution or supplemental indenture establishing such series shall so permit,
such Company Order may set forth procedures acceptable to the Trustee for the
issuance of such Securities and determining the terms of particular Securities
of such series, such as interest rate, maturity date, date of issuance and date
from which interest shall accrue. In authenticating such Securities, and
accepting the additional responsibilities under this Indenture in relation to
such Securities, the Trustee shall be entitled to receive, and (subject to TIA
Sections 315(a) through 315(d)) shall be fully protected in relying upon,

                  (A) an Opinion of Counsel stating,

                           (a) that the form or forms of such Securities and any
                  coupons have been established in conformity with the
                  provisions of this Indenture;

                           (b) that the terms of such Securities and any coupons
                  have been established in conformity with the provisions of
                  this Indenture; and

                           (c) that such Securities, together with any coupons
                  appertaining thereto, when completed by appropriate insertions
                  and executed and delivered by the Company to the Trustee for
                  authentication in accordance with this Indenture,
                  authenticated and delivered by the Trustee in accordance with
                  this Indenture and issued by the Company in the manner and
                  subject to any conditions specified in such Opinion of
                  Counsel, will constitute legal, valid and binding obligations
                  of the Company, enforceable in accordance with their terms,
                  subject to applicable bankruptcy, insolvency, reorganization
                  and other similar laws of general applicability relating to or
                  affecting the enforcement of creditors' rights, to general
                  equitable principles and to such other qualifications as such
                  counsel shall

                                       23
<PAGE>

                  conclude do not materially affect the rights of Holders of
                  such Securities and any coupons;

                  (B) an Officers' Certificate stating, to the best of the
         knowledge of the signers of such certificate, that no Event of Default
         with respect to any of the Securities shall have occurred and be
         continuing; and

                  (C) an executed supplemental indenture (if any).

                  Notwithstanding the provisions of Section 301 and of this
Section 303, if all the Securities of any series are not to be issued at one
time, it shall not be necessary to deliver an Officers' Certificate otherwise
required pursuant to Section 301 or the Company Order, Opinion of Counsel or
Officers' Certificate otherwise required pursuant to the preceding paragraph at
the time of issuance of each Security of such series, but such order, opinion
and certificates, with appropriate modifications to cover such future issuances,
shall be delivered at or before the time of issuance of the first Security of
such series.

                  If such form or terms have been so established, the Trustee
shall not be required to authenticate such Securities if the issue of such
Securities pursuant to this Indenture will affect the Trustee's own rights,
duties, obligations or immunities under the Securities and this Indenture or
otherwise in a manner which is not reasonably acceptable to the Trustee.
Notwithstanding the generality of the foregoing, the Trustee will not be
required to authenticate Securities denominated in a Foreign Currency if the
Trustee reasonably believes that it would be unable to perform its duties with
respect to such Securities.

                  Each Registered Security shall be dated the date of its
authentication and each Bearer Security shall be dated as of the date specified
as contemplated by Section 301.

                  No Security or coupon shall be entitled to any benefit under
this Indenture or be valid or obligatory for any purpose unless there appears on
such Security or Security to which such coupon appertains a certificate of
authentication substantially in the form provided for herein duly executed by
the Trustee or an Authenticating Agent by manual signature of an authorized
signatory, and such certificate upon any Security shall be conclusive evidence,
and the only evidence, that such Security has been duly authenticated and
delivered hereunder and is entitled to the benefits of this Indenture.
Notwithstanding the foregoing, if any Security shall have been authenticated and
delivered hereunder but never issued and sold by the Company, and the Company
shall deliver such Security to the Trustee for cancellation as provided in
Section 310 together with a written statement (which need not comply with
Section 102 and need not be accompanied by an Opinion of Counsel) stating that
such Security has never been issued and sold by the Company, for all purposes of
this Indenture such Security shall be deemed never to have been authenticated
and delivered hereunder and shall never be entitled to the benefits of this
Indenture.

                  SECTION 304 Temporary Securities.

                  (a) Pending the preparation of definitive Securities of any
series, the Company may execute, and upon Company Order the Trustee shall
authenticate and deliver, temporary Securities which are printed, lithographed,
typewritten, mimeographed or otherwise produced, in

                                       24
<PAGE>

any authorized denomination, substantially of the tenor of the definitive
Securities in lieu of which they are issued, in registered form, or, if
authorized, in bearer form with one or more coupons or without coupons, and with
such appropriate insertions, omissions, substitutions and other variations as
the officers executing such Securities may determine, as conclusively evidenced
by their execution of such Securities. In the case of Securities of any series,
such temporary Securities may be in global form.

                  Except in the case of temporary Securities in global form
(which shall be exchanged in accordance with Section 304(b) or as otherwise
provided in or pursuant to a Board Resolution), if temporary Securities of any
series are issued, the Company will cause definitive Securities of that series
to be prepared without unreasonable delay. After the preparation of definitive
Securities of such series, the temporary Securities of such series shall be
exchangeable for definitive Securities of such series upon surrender of the
temporary Securities of such series at the office or agency of the Company in a
Place of Payment for that series, without charge to the Holder. Upon surrender
for cancellation of any one or more temporary Securities of any series
(accompanied by any non-matured coupons appertaining thereto), the Company shall
execute and the Trustee shall authenticate and deliver in exchange therefor a
like principal amount of definitive Securities of the same series of authorized
denominations; provided, however, that no definitive Bearer Security shall be
delivered in exchange for a temporary Registered Security; and provided further
that a definitive Bearer Security shall be delivered in exchange for a temporary
Bearer Security only in compliance with the conditions set forth in Section 303.
Until so exchanged, the temporary Securities of any series shall in all respects
be entitled to the same benefits under this Indenture as definitive Securities
of such series.

                  (b) Unless otherwise provided in or pursuant to a Board
Resolution, this Section 304(b) shall govern the exchange of temporary
Securities issued in global form. If temporary Securities of any series are
issued in global form, any such temporary global Security shall, unless
otherwise provided therein, be delivered to the London office of a depositary or
common depositary (the "Common Depositary"), for the benefit of Euroclear and
Clearstream, for credit to the respective accounts of the beneficial owners of
such Securities (or to such other accounts as they may direct).

                  Without unnecessary delay but in any event not later than the
date specified in, or determined pursuant to the terms of, any such temporary
global Security (the "Exchange Date"), the Company shall deliver to the Trustee
definitive Securities, in aggregate principal amount equal to the principal
amount of such temporary global Security, executed by the Company. On or after
the Exchange Date, such temporary global Security shall be surrendered by the
Common Depositary to the Trustee, as the Company's agent for such purpose, to be
exchanged, in whole or from time to time in part, for definitive Securities
without charge, and the Trustee shall authenticate and deliver, in exchange for
each portion of such temporary global Security and upon receipt of the Company
Order described in Section 303, an equal aggregate principal amount of
definitive Securities of the same series of authorized denominations and of like
tenor as the portion of such temporary global Security to be exchanged. The
definitive Securities to be delivered in exchange for any such temporary global
Security shall be in bearer form, registered form, permanent global bearer form
or permanent global registered form, or any combination thereof, as specified as
contemplated by Section 301, and, if any combination thereof is so specified, as
requested by the beneficial owner thereof; provided, however, that, unless
otherwise

                                       25
<PAGE>

specified in such temporary global Security, upon such presentation by the
Common Depositary, such temporary global Security is accompanied by a
certificate dated the Exchange Date or a subsequent date and signed by Euroclear
as to the portion of such temporary global Security held for its account then to
be exchanged and a certificate dated the Exchange Date or a subsequent date and
signed by Clearstream as to the portion of such temporary global Security held
for its account then to be exchanged, each in the form set forth in Exhibit A-2
to this Indenture or in such other form as may be established pursuant to
Section 301; and provided further that definitive Bearer Securities shall be
delivered in exchange for a portion of a temporary global Security only in
compliance with the requirements of Section 303.

                  Unless otherwise specified in such temporary global Security,
the interest of a beneficial owner of Securities of a series in a temporary
global Security shall be exchanged for definitive Securities of the same series
and of like tenor following the Exchange Date when the account holder instructs
Euroclear or Clearstream, as the case may be, to request such exchange on his
behalf and delivers to Euroclear or Clearstream, as the case may be, a
certificate in the form set forth in Exhibit A-1 to this Indenture (or in such
other form as may be established pursuant to Section 301), dated no earlier than
15 days prior to the Exchange Date, copies of which certificate shall be
available from the offices of Euroclear and Clearstream, the Trustee, any
Authenticating Agent appointed for such series of Securities and each Paying
Agent. Unless otherwise specified in such temporary global Security, any such
exchange shall be made free of charge to the beneficial owners of such temporary
global Security, except that a Person receiving definitive Securities must bear
the cost of insurance, postage, transportation and the like unless such Person
takes delivery of such definitive Securities in person at the offices of
Euroclear or Clearstream. Definitive Securities in bearer form to be delivered
in exchange for any portion of a temporary global Security shall be delivered
only outside the United States.

                  Until exchanged in full as hereinabove provided, the temporary
Securities of any series shall in all respects be entitled to the same benefits
under this Indenture as definitive Securities of the same series and of like
tenor authenticated and delivered hereunder, except that, unless otherwise
specified as contemplated by Section 301, interest payable on a temporary global
Security on an Interest Payment Date for Securities of such series occurring
prior to the applicable Exchange Date shall be payable to Euroclear and
Clearstream on such Interest Payment Date upon delivery by Euroclear and
Clearstream to the Trustee of a certificate or certificates in the form set
forth in Exhibit A-2 to this Indenture (or in such other forms as may be
established pursuant to Section 301), for credit without further interest on or
after such Interest Payment Date to the respective accounts of Persons who are
the beneficial owners of such temporary global Security on such Interest Payment
Date and who have each delivered to Euroclear or Clearstream, as the case may
be, a certificate dated no earlier than 15 days prior to the Interest Payment
Date occurring prior to such Exchange Date in the form set forth as Exhibit A-1
to this Indenture (or in such other forms as may be established pursuant to
Section 301). Notwithstanding anything to the contrary herein contained, the
certifications made pursuant to this paragraph shall satisfy the certification
requirements of the preceding two paragraphs of this Section 304(b) and of the
third paragraph of Section 303 of this Indenture and the interests of the
Persons who are the beneficial owners of the temporary global Security with
respect to which such certification was made will be exchanged for definitive
Securities of the same series and of like tenor on the Exchange Date or the date
of certification if such date occurs after the Exchange Date, without further
act or deed by such beneficial owners. Except as otherwise provided in this

                                       26
<PAGE>

paragraph, no payments of principal (or premium, if any) or interest, if any,
owing with respect to a beneficial interest in a temporary global Security will
be made unless and until such interest in such temporary global Security shall
have been exchanged for an interest in a definitive Security. Any interest so
received by Euroclear and Clearstream and not paid as herein provided shall be
returned to the Trustee prior to the expiration of two years after such Interest
Payment Date in order to be repaid to the Company.

                  SECTION 305 Registration, Registration of Transfer and
Exchange.

                  The Company shall cause to be kept at the Corporate Trust
Office of the Trustee or in any office or agency of the Company in a Place of
Payment a register for each series of Securities (the registers maintained in
such office or in any such office or agency of the Company in a Place of Payment
being herein sometimes referred to collectively as the "Security Register") in
which, subject to such reasonable regulations as it may prescribe, the Company
shall provide for the registration of Registered Securities and of transfers of
Registered Securities. The Security Register shall be in written form or any
other form capable of being converted into written form within a reasonable
time. The Trustee, at its Corporate Trust Office, is hereby initially appointed
"Security Registrar" for the purpose of registering Registered Securities and
transfers of Registered Securities on such Security Register as herein provided.
In the event that the Trustee shall cease to be Security Registrar, it shall
have the right to examine the Security Register at all reasonable times.

                  Upon surrender for registration of transfer of any Registered
Security of any series at any office or agency of the Company in a Place of
Payment for that series, the Company shall execute, and the Trustee shall
authenticate and deliver, subject to the terms and conditions of this Article 3,
in the name of the designated transferee or transferees, one or more new
Registered Securities of the same series, of any authorized denominations and of
a like aggregate principal amount, bearing a number not contemporaneously
outstanding and containing identical terms and provisions.

                  At the option of the Holder, Registered Securities of any
series may be exchanged for other Registered Securities of the same series, of
any authorized denomination or denominations and of a like aggregate principal
amount, containing identical terms and provisions, upon surrender of the
Registered Securities to be exchanged at any such office or agency. Whenever any
Registered Securities are so surrendered for exchange, the Company shall
execute, and the Trustee shall authenticate and deliver, the Registered
Securities which the Holder making the exchange is entitled to receive. Unless
otherwise specified with respect to any series of Securities as contemplated by
Section 301, Bearer Securities may not be issued in exchange for Registered
Securities.

                  If (but only if) permitted by the applicable Board Resolution
and (subject to Section 303) set forth in the applicable Officers' Certificate,
or in any indenture supplemental hereto, delivered as contemplated by Section
301, at the option of the Holder, Bearer Securities of any series may be
exchanged for Registered Securities of the same series of any authorized
denominations and of a like aggregate principal amount and tenor, upon surrender
of the Bearer Securities to be exchanged at any such office or agency, with all
unmatured coupons and all matured coupons in default thereto appertaining. If
the Holder of a Bearer Security is unable to

                                       27
<PAGE>

produce any such unmatured coupon or coupons or matured coupon or coupons in
default, any such permitted exchange may be effected if the Bearer Securities
are accompanied by payment in funds acceptable to the Company in an amount equal
to the face amount of such missing coupon or coupons, or the surrender of such
missing coupon or coupons may be waived by the Company and the Trustee if there
is furnished to them such security or indemnity as they may require to save each
of them and any Paying Agent harmless. If thereafter the Holder of such Security
shall surrender to any Paying Agent any such missing coupon in respect of which
such a payment shall have been made, such Holder shall be entitled to receive
the amount of such payment; provided, however, that, except as otherwise
provided in Section 1002, interest represented by coupons shall be payable only
upon presentation and surrender of those coupons at an office or agency located
outside the United States. Notwithstanding the foregoing, in case a Bearer
Security of any series is surrendered at any such office or agency in a
permitted exchange for a Registered Security of the same series and like tenor
after the close of business at such office or agency on (i) any Regular Record
Date and before the opening of business at such office or agency on the relevant
Interest Payment Date, or (ii) any Special Record Date and before the opening of
business at such office or agency on the related proposed date for payment of
Defaulted Interest, such Bearer Security shall be surrendered without the coupon
relating to such Interest Payment Date or proposed date for payment, as the case
may be, and interest or Defaulted Interest, as the case may be, will not be
payable on such Interest Payment Date or proposed date for payment, as the case
may be, in respect of the Registered Security issued in exchange for such Bearer
Security, but will be payable only to the Holder of such coupon when due in
accordance with the provisions of this Indenture.

                  Whenever any Securities are so surrendered for exchange, the
Company shall execute, and the Trustee shall authenticate and deliver, the
Securities which the Holder making the exchange is entitled to receive.

                  Notwithstanding the foregoing, except as otherwise specified
as contemplated by Section 301, any permanent global Security shall be
exchangeable only as provided in this paragraph. If any beneficial owner of an
interest in a permanent global Security is entitled to exchange such interest
for Securities of such series and of like tenor and principal amount of another
authorized form and denomination, as specified as contemplated by Section 301
and provided that any applicable notice provided in the permanent global
Security shall have been given, then without unnecessary delay but in any event
not later than the earliest date on which such interest may be so exchanged, the
Company shall deliver to the Trustee definitive Securities in aggregate
principal amount equal to the principal amount of such beneficial owner's
interest in such permanent global Security, executed by the Company. On or after
the earliest date on which such interests may be so exchanged, such permanent
global Security shall be surrendered by the Common Depositary or such other
depositary as shall be specified in the Company Order with respect thereto to
the Trustee, as the Company's agent for such purpose, to be exchanged, in whole
or from time to time in part, for definitive Securities without charge and the
Trustee shall authenticate and deliver, in exchange for each portion of such
permanent global Security, an equal aggregate principal amount of definitive
Securities of the same series of authorized denominations and of like tenor as
the portion of such permanent global Security to be exchanged which, unless the
Securities of the series are not issuable both as Bearer Securities and as
Registered Securities, as specified as contemplated by Section 301, shall be in
the form of Bearer Securities or Registered Securities, or any combination
thereof, as shall be specified by

                                       28
<PAGE>

the beneficial owner thereof; provided, however, that no such exchanges may
occur during a period beginning at the opening of business 15 days before any
selection of Securities to be redeemed and ending on the relevant Redemption
Date if the Security for which exchange is requested may be among those selected
for redemption; and provided further that no Bearer Security delivered in
exchange for a portion of a permanent global Security shall be mailed or
otherwise delivered to any location in the United States. If a Registered
Security is issued in exchange for any portion of a permanent global Security
after the close of business at the office or agency where such exchange occurs
on (i) any Regular Record Date and before the opening of business at such office
or agency on the relevant Interest Payment Date, or (ii) any Special Record Date
and before the opening of business at such office or agency on the related
proposed date for payment of Defaulted Interest, interest or Defaulted Interest,
as the case may be, will not be payable on such Interest Payment Date or
proposed date for payment, as the case may be, in respect of such Registered
Security, but will be payable on such Interest Payment Date or proposed date for
payment, as the case may be, only to the Person to whom interest in respect of
such portion of such permanent global Security is payable in accordance with the
provisions of this Indenture.

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

                  Every Registered Security presented or surrendered for
registration of transfer or for exchange shall (if so required by the Company or
the Security Registrar) be duly endorsed, or be accompanied by a written
instrument of transfer in form satisfactory to the Company and the Security
Registrar, duly executed by the Holder thereof or his attorney duly authorized
in writing.

                  No service charge shall be made for any registration of
transfer or exchange of Securities, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any registration of transfer or exchange of Securities, other
than exchanges pursuant to Section 304, 906, 1107 or 1305 not involving any
transfer.

                  The Company shall not be required (i) to issue, register the
transfer of or exchange any Security if such Security may be among those
selected for redemption during a period beginning at the opening of business 15
days before selection of the Securities to be redeemed under Section 1103 and
ending at the close of business on (A) if such Securities are issuable only as
Registered Securities, the day of the mailing of the relevant notice of
redemption and (B) if such Securities are issuable as Bearer Securities, the day
of the first publication of the relevant notice of redemption or, if such
Securities are also issuable as Registered Securities and there is no
publication, the mailing of the relevant notice of redemption, or (ii) to
register the transfer of or exchange any Registered Security so selected for
redemption in whole or in part, except, in the case of any Registered Security
to be redeemed in part, the portion thereof not to be redeemed, or (iii) to
exchange any Bearer Security so selected for redemption except that such a
Bearer Security may be exchanged for a Registered Security of that series and
like tenor, provided that such Registered Security shall be simultaneously
surrendered for redemption, or

                                       29
<PAGE>

(iv) to issue, register the transfer of or exchange any Security which has been
surrendered for repayment at the option of the Holder, except the portion, if
any, of such Security not to be so repaid.

                  Each Holder of a Security agrees to indemnify the Company and
the Trustee against any liability that may result from the transfer, exchange or
assignment of such Holder's Security in violation of any provision of this
Indenture and/or applicable United States Federal or state securities law.

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

                  SECTION 306 Mutilated, Destroyed, Lost and Stolen Securities.

                  If any mutilated Security or a Security with a mutilated
coupon appertaining to it is surrendered to the Trustee or the Company, together
with, in proper cases, such security or indemnity as may be required by the
Company or the Trustee to save each of them or any agent of either of them
harmless, the Company shall execute and the Trustee shall authenticate and
deliver in exchange therefor a new Security of the same series and principal
amount, containing identical terms and provisions and bearing a number not
contemporaneously outstanding, with coupons corresponding to the coupons, if
any, appertaining to the surrendered Security.

                  If there shall be delivered to the Company and to the Trustee
(i) evidence to their satisfaction of the destruction, loss or theft of any
Security or coupon, and (ii) such security or indemnity as may be required by
them to save each of them and any agent of either of them harmless, then, in the
absence of notice to the Company or the Trustee that such Security or coupon has
been acquired by a bona fide purchaser, the Company shall execute and upon its
request and according to its directions the Trustee shall authenticate and
deliver, in lieu of any such destroyed, lost or stolen Security or in exchange
for the Security to which a destroyed, lost or stolen coupon appertains (with
all appurtenant coupons not destroyed, lost or stolen), a new Security of the
same series and principal amount, containing identical terms and provisions and
bearing a number not contemporaneously outstanding, with coupons corresponding
to the coupons, if any, appertaining to such destroyed, lost or stolen Security
or to the Security to which such destroyed, lost or stolen coupon appertains.

                  Notwithstanding the provisions of the previous two paragraphs,
in case any such mutilated, destroyed, lost or stolen Security or coupon has
become or is about to become due and payable, the Company in its discretion may,
instead of issuing a new Security, with coupons corresponding to the coupons, if
any, appertaining to such mutilated, destroyed, lost or stolen Security or to
the Security to which such mutilated, destroyed, lost or stolen coupon
appertains, pay such Security or coupon; provided, however, that payment of
principal of (and premium, if

                                       30
<PAGE>

any) and interest, if any, on Bearer Securities shall, except as otherwise
provided in Section 1002, be payable only at an office or agency located outside
the United States and, unless otherwise specified as contemplated by Section
301, any interest on Bearer Securities shall be payable only upon presentation
and surrender of the coupons appertaining thereto.

                  Upon the issuance of any new Security under this Section, the
Company may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee) connected therewith.

                  Every new Security of any series, together with its coupons,
if any, issued pursuant to this Section in lieu of any destroyed, lost or stolen
Security, or in exchange for a Security to which a destroyed, lost or stolen
coupon appertains, shall constitute an original additional contractual
obligation of the Company, whether or not the destroyed, lost or stolen Security
and its coupons, if any, or the destroyed, lost or stolen coupon shall be at any
time enforceable by anyone, and shall be entitled to all the benefits of this
Indenture equally and proportionately with any and all other Securities of that
series and their coupons, if any, duly issued hereunder.

                  The provisions of this Section are exclusive and shall
preclude (to the extent lawful) all other rights and remedies with respect to
the replacement or payment of mutilated, destroyed, lost or stolen Securities or
coupons.

                  SECTION 307 Payment of Interest; Interest Rights Preserved;
Optional Interest Reset.

                  (a) Except as otherwise specified with respect to a series of
Securities in accordance with the provisions of Section 301, interest, if any,
on any Registered Security that is payable, and is punctually paid or duly
provided for, on any Interest Payment Date shall be paid to the Person in whose
name that Security (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest at the office or
agency of the Company maintained for such purpose pursuant to Section 1002;
provided, however, that each installment of interest, if any, on any Registered
Security may at the Company's option be paid by (i) mailing a check for such
interest, payable to or upon the written order of the Person entitled thereto
pursuant to Section 309, to the address of such Person as it appears on the
Security Register or (ii) transfer to an account maintained by the payee inside
the United States.

                  Unless otherwise provided as contemplated by Section 301 with
respect to the Securities of any series, payment of interest, if any, may be
made, in the case of a Bearer Security, by transfer to an account maintained by
the payee with a bank located outside the United States.

                  Unless otherwise provided as contemplated by Section 301,
every permanent global Security will provide that interest, if any, payable on
any Interest Payment Date will be paid to each of Euroclear and Clearstream with
respect to that portion of such permanent global Security held for its account
by the Common Depositary, for the purpose of permitting each of

                                       31
<PAGE>

Euroclear and Clearstream to credit the interest, if any, received by it in
respect of such permanent global Security to the accounts of the beneficial
owners thereof.

                  In case a Bearer Security of any series is surrendered in
exchange for a Registered Security of such series after the close of business
(at an office or agency in a Place of Payment for such series) on any Regular
Record Date and before the opening of business (at such office or agency) on the
next succeeding Interest Payment Date, such Bearer Security shall be surrendered
without the coupon relating to such Interest Payment Date and interest will not
be payable on such Interest Payment Date in respect of the Registered Security
issued in exchange for such Bearer Security, but will be payable only to the
Holder of such coupon when due in accordance with the provisions of this
Indenture.

                  Except as otherwise specified with respect to a series of
Securities in accordance with the provisions of Section 301, any interest on any
Registered Security of any series that is payable, but is not punctually paid or
duly provided for, on any Interest Payment Date (herein called "Defaulted
Interest") shall forthwith cease to be payable to the registered Holder thereof
on the relevant Regular Record Date by virtue of having been such Holder, and
such Defaulted Interest may be paid by the Company, at its election in each
case, as provided in clause (1) or (2) below:

                  (1) The Company may elect to make payment of any Defaulted
         Interest to the Persons in whose names the Registered Securities of
         such series (or their respective Predecessor Securities) 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 in writing of the amount of
         Defaulted Interest proposed to be paid on each Registered Security of
         such series and the date of the proposed payment (which shall not be
         less than 20 days after such notice is received by the Trustee), and at
         the same time the Company shall deposit with the Trustee an amount of
         money in the Currency in which the Securities of such series are
         payable (except as otherwise specified pursuant to Section 301 for the
         Securities of such series and except, if applicable, as provided in
         Sections 312(b), 312(d) and 312(e)) equal to the aggregate amount
         proposed to be paid in respect of such Defaulted Interest or shall make
         arrangements satisfactory to the Trustee for such deposit on or prior
         to the date of the proposed payment, such money when deposited to be
         held in trust for the benefit of the Persons entitled to such Defaulted
         Interest as in this clause provided. Thereupon the Trustee 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 Trustee of the notice of the proposed payment. The
         Trustee shall promptly notify the Company 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 of Registered Securities of such series at his address as it
         appears in the Security Register 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 Registered Securities of such series (or their
         respective Predecessor Securities) are registered at the close of
         business

                                       32
<PAGE>

         on such Special Record Date and shall no longer be payable pursuant to
         the following clause (2). In case a Bearer Security of any series is
         surrendered at the office or agency in a Place of Payment for such
         series in exchange for a Registered Security of such series after the
         close of business at such office or agency on any Special Record Date
         and before the opening of business at such office or agency on the
         related proposed date for payment of Defaulted Interest, such Bearer
         Security shall be surrendered without the coupon relating to such
         proposed date of payment and Defaulted Interest will not be payable on
         such proposed date of payment in respect of the Registered Security
         issued in exchange for such Bearer Security, but will be payable only
         to the Holder of such coupon when due in accordance with the provisions
         of this Indenture.

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

                  (b) The provisions of this Section 307(b) may be made
applicable to any series of Securities pursuant to Section 301 (with such
modifications, additions or substitutions as may be specified pursuant to such
Section 301). The interest rate (or the spread or spread multiplier used to
calculate such interest rate, if applicable) on any Security of such series may
be reset by the Company on the date or dates specified on the face of such
Security (each an "Optional Reset Date"). The Company may exercise such option
with respect to such Security by notifying the Trustee of such exercise at least
45 but not more than 60 days prior to an Optional Reset Date for such Security.
Not later than 40 days prior to each Optional Reset Date, the Trustee shall
transmit, in the manner provided for in Section 106, to the Holder of any such
Security a notice (the "Reset Notice") indicating whether the Company has
elected to reset the interest rate (or the spread or spread multiplier used to
calculate such interest rate, if applicable), and if so (i) such new interest
rate (or such new spread or spread multiplier, if applicable) and (ii) the
provisions, if any, for redemption during the period from such Optional Reset
Date to the next Optional Reset Date or if there is no such next Optional Reset
Date, to the Stated Maturity of such Security (each such period a "Subsequent
Interest Period"), including the date or dates on which or the period or periods
during which and the price or prices at which such redemption may occur during
the Subsequent Interest Period.

                  Notwithstanding the foregoing, not later than 20 days prior to
the Optional Reset Date, the Company may, at its option, revoke the interest
rate (or the spread or spread multiplier used to calculate such interest rate,
if applicable) provided for in the Reset Notice and establish a higher interest
rate (or a spread or spread multiplier providing for a higher interest rate, if
applicable) for the Subsequent Interest Period by causing the Trustee to
transmit, in the manner provided for in Section 106, notice of such higher
interest rate (or such spread or spread multiplier providing for a higher
interest rate, if applicable) to the Holder of such Security. Such notice shall
be irrevocable. All Securities with respect to which the interest rate (or the
spread or spread multiplier used to calculate such interest rate, if applicable)
is reset on an Optional Reset Date, and with respect to which the Holders of
such Securities have not tendered such Securities for repayment (or have validly
revoked any such tender) pursuant to the next succeeding

                                       33
<PAGE>

paragraph, will bear such higher interest rate (or such spread or spread
multiplier providing for a higher interest rate, if applicable).

                  The Holder of any such Security may have the option to elect
repayment by the Company of the principal of such Security on each Optional
Reset Date at a price equal to the principal amount thereof plus interest
accrued to such Optional Reset Date. In order to obtain repayment on an Optional
Reset Date, the Holder must follow the procedures set forth in Article Thirteen
for repayment at the option of Holders except that the period for delivery or
notification to the Trustee shall be at least 25 but not more than 35 days prior
to such Optional Reset Date and except that, if the Holder has tendered any
Security for repayment pursuant to the Reset Notice, the Holder may, by written
notice to the Trustee, revoke such tender or repayment until the close of
business on the tenth day before such Optional Reset Date.

                  Subject to the foregoing provisions of this Section and
Section 305, each Security delivered under this Indenture upon registration of
transfer of or in exchange for or in lieu of any other Security shall carry the
rights to interest accrued and unpaid, and to accrue, which were carried by such
other Security.

                  SECTION 308 Optional Extension of Maturity.

                  The provisions of this Section 308 may be made applicable to
any series of Securities pursuant to Section 301 (with such modifications,
additions or substitutions as may be specified pursuant to such Section 301).
The Stated Maturity of any Security of such series may be extended at the option
of the Company for the period or periods specified on the face of such Security
(each an "Extension Period") up to but not beyond the date (the "Final
Maturity") set forth on the face of such Security. The Company may exercise such
option with respect to any Security by notifying the Trustee of such exercise at
least 45 but not more than 60 days prior to the Stated Maturity of such Security
in effect prior to the exercise of such option (the "Original Stated Maturity").
If the Company exercises such option, the Trustee shall transmit, in the manner
provided for in Section 106, to the Holder of such Security not later than 40
days prior to the Original Stated Maturity a notice (the "Extension Notice")
indicating (i) the election of the Company to extend the Stated Maturity, (ii)
the new Stated Maturity, (iii) the interest rate (or spread, spread multiplier
or other formula used to calculate such interest rate, if applicable), if any,
applicable to the Extension Period and (iv) the provisions, if any, for
redemption during such Extension Period. Upon the Trustee's transmittal of the
Extension Notice, the Stated Maturity of such Security shall be extended
automatically and, except as modified by the Extension Notice and as described
in the next paragraph, such Security will have the same terms as prior to the
transmittal of such Extension Notice.

                  Notwithstanding the foregoing, not later than 20 days before
the Original Stated Maturity of such Security, the Company may, at its option,
revoke the interest rate (or spread, spread multiplier or other formula used to
calculate such interest rate, if applicable) provided for in the Extension
Notice and establish a higher interest rate (or spread, spread multiplier or
other formula to calculate such higher interest rate, if applicable) for the
Extension Period by causing the Trustee to transmit, in the manner provided for
in Section 106, notice of such higher interest rate (or spread, spread
multiplier or other formula used to calculate such interest rate, if

                                       34
<PAGE>

applicable) to the Holder of such Security. Such notice shall be irrevocable.
All Securities with respect to which the Stated Maturity is extended will bear
such higher interest rate.

                  If the Company extends the Stated Maturity of any Security,
the Holder will have the option to elect repayment of such Security by the
Company on the Original Stated Maturity at a price equal to the principal amount
thereof, plus interest accrued to such date. In order to obtain repayment on the
Original Stated Maturity once the Company has extended the Stated Maturity
thereof, the Holder must follow the procedures set forth in Article Thirteen for
repayment at the option of Holders, except that the period for delivery or
notification to the Trustee shall be at least 25 but not more than 35 days prior
to the Original Stated Maturity and except that, if the Holder has tendered any
Security for repayment pursuant to an Extension Notice, the Holder may by
written notice to the Trustee revoke such tender for repayment until the close
of business on the tenth day before the Original Stated Maturity.

                  SECTION 309 Persons Deemed Owners.

                  Prior to due presentment of a Registered Security for
registration of transfer, the Company, the Subsidiary Guarantors, if any, the
Trustee and any agent of the Company, the Subsidiary Guarantors, if any, or the
Trustee may treat the Person in whose name such Registered Security is
registered as the owner of such Security for the purpose of receiving payment of
principal of (and premium, if any) and (subject to Sections 305 and 307)
interest, if any, on such Registered Security and for all other purposes
whatsoever, whether or not such Registered Security be overdue, and none of the
Company, the Subsidiary Guarantors, if any, the Trustee nor any agent of the
Company, the Subsidiary Guarantors, if any, or the Trustee shall be affected by
notice to the contrary.

                  Title to any Bearer Security and any coupons appertaining
thereto shall pass by delivery. The Company, the Subsidiary Guarantors, if any,
the Trustee and any agent of the Company, the Subsidiary Guarantors, if any, or
the Trustee may treat the bearer of any Bearer Security and the bearer of any
coupon as the absolute owner of such Security or coupon for the purpose of
receiving payment thereof or on account thereof and for all other purposes
whatsoever, whether or not such Security or coupon be overdue, and none of the
Company, the Subsidiary Guarantors, if any, the Trustee nor any agent of the
Company, the Subsidiary Guarantors, if any, or the Trustee shall be affected by
notice to the contrary.

                  None of the Company, the Subsidiary Guarantors, the Trustee,
any Paying Agent or the Security Registrar will have any responsibility or
liability for any aspect of the records relating to or payments made on account
of beneficial ownership interests of a Security in global form or for
maintaining, supervising or reviewing any records relating to such beneficial
ownership interests.

                  Notwithstanding the foregoing, with respect to any global
Security, nothing herein shall prevent the Company, the Subsidiary Guarantors,
the Trustee, or any agent of the Company, the Subsidiary Guarantors, if any, or
the Trustee, from giving effect to any written certification, proxy or other
authorization furnished by any depositary, as a Holder, with respect to such
global Security or impair, as between such depositary and owners of beneficial
interests

                                       35
<PAGE>

in such global Security, the operation of customary practices governing the
exercise of the rights of such depositary (or its nominee) as Holder of such
global Security.

                  SECTION 310 Cancellation.

                  All Securities and coupons surrendered for payment,
redemption, repayment at the option of the Holder, registration of transfer or
exchange or for credit against any sinking fund payment shall, if surrendered to
any Person other than the Trustee, be delivered to the Trustee, and any such
Securities and coupons and Securities and coupons surrendered directly to the
Trustee for any such purpose shall be promptly cancelled by it. The Company may
at any time deliver to the Trustee for cancellation any Securities previously
authenticated and delivered hereunder which the Company may have acquired in any
manner whatsoever, and may deliver to the Trustee (or to any other Person for
delivery to the Trustee) for cancellation any Securities previously
authenticated hereunder which the Company has not issued and sold, and all
Securities so delivered shall be promptly cancelled by the Trustee. If the
Company shall so acquire any of the Securities, however, such acquisition shall
not operate as a redemption or satisfaction of the indebtedness represented by
such Securities unless and until the same are surrendered to the Trustee for
cancellation. No Securities shall be authenticated in lieu of or in exchange for
any Securities cancelled as provided in this Section, except as expressly
permitted by this Indenture. Cancelled Securities and coupons held by the
Trustee shall be destroyed by the Trustee and the Trustee shall deliver a
certificate of such destruction to the Company, unless by a Company Order the
Company directs their return to it.

                  SECTION 311 Computation of Interest.

                  Except as otherwise specified as contemplated by Section 301
with respect to Securities of any series, interest, if any, on the Securities of
each series shall be computed on the basis of a 360-day year consisting of
twelve 30-day months.

                  SECTION 312 Currency and Manner of Payments in Respect of
Securities.

                  (a) Unless otherwise specified with respect to any Securities
pursuant to Section 301, with respect to Registered Securities of any series not
permitting the election provided for in paragraph (b) below or the Holders of
which have not made the election provided for in paragraph (b) below, and with
respect to Bearer Securities of any series, except as provided in paragraph (d)
below, payment of the principal of (and premium, if any) and interest, if any,
on any Registered or Bearer Security of such series will be made in the Currency
in which such Registered Security or Bearer Security, as the case may be, is
payable. The provisions of this Section 312 may be modified or superseded with
respect to any Securities pursuant to Section 301.

                  (b) It may be provided pursuant to Section 301 with respect to
Registered Securities of any series that Holders shall have the option, subject
to paragraphs (d) and (e) below, to receive payments of principal of (or
premium, if any) or interest, if any, on such Registered Securities in any of
the Currencies which may be designated for such election by delivering to the
Trustee for such series of Registered Securities a written election with
signature guarantees and in the applicable form established pursuant to Section
301, not later than the close

                                       36
<PAGE>

of business on the Election Date immediately preceding the applicable payment
date. If a Holder so elects to receive such payments in any such Currency, such
election will remain in effect for such Holder or any transferee of such Holder
until changed by such Holder or such transferee by written notice to the Trustee
for such series of Registered Securities (but any such change must be made not
later than the close of business on the Election Date immediately preceding the
next payment date to be effective for the payment to be made on such payment
date and no such change of election may be made with respect to payments to be
made on any Registered Security of such series with respect to which an Event of
Default has occurred or with respect to which the Company has deposited funds
pursuant to Article Four or Fourteen or with respect to which a notice of
redemption has been given by the Company or a notice of option to elect
repayment has been sent by such Holder or such transferee). Any Holder of any
such Registered Security who shall not have delivered any such election to the
Trustee of such series of Registered Securities not later than the close of
business on the applicable Election Date will be paid the amount due on the
applicable payment date in the relevant Currency as provided in Section 312(a).
The Trustee for each such series of Registered Securities shall notify the
Exchange Rate Agent as soon as practicable after the Election Date of the
aggregate principal amount of Registered Securities for which Holders have made
such written election.

                  (c) Unless otherwise specified pursuant to Section 301, if the
election referred to in paragraph (b) above has been provided for pursuant to
Section 301, then, unless otherwise specified pursuant to Section 301, not later
than the fourth Business Day after the Election Date for each payment date for
Registered Securities of any series, the Exchange Rate Agent will deliver to the
Company a written notice specifying the Currency in which Registered Securities
of such series are payable, the respective aggregate amounts of principal of
(and premium, if any) and interest, if any, on the Registered Securities to be
paid on such payment date, specifying the amounts in such Currency so payable in
respect of the Registered Securities as to which the Holders of Registered
Securities denominated in any Currency shall have elected to be paid in another
Currency as provided in paragraph (b) above. If the election referred to in
paragraph (b) above has been provided for pursuant to Section 301 and if at
least one Holder has made such election, then, unless otherwise specified
pursuant to Section 301, on the second Business Day preceding such payment date
the Company will deliver to the Trustee for such series of Registered Securities
an Exchange Rate Officer's Certificate in respect of the Dollar or Foreign
Currency or Currencies payments to be made on such payment date. Unless
otherwise specified pursuant to Section 301, the Dollar or Foreign Currency or
Currencies amount receivable by Holders of Registered Securities who have
elected payment in a Currency as provided in paragraph (b) above shall be
determined by the Company on the basis of the applicable Market Exchange Rate in
effect on the second Business Day (the "Valuation Date") immediately preceding
each payment date, and such determination shall be conclusive and binding for
all purposes, absent manifest error.

                  (d) If a Conversion Event occurs with respect to a Foreign
Currency in which any of the Securities are denominated or payable other than
pursuant to an election provided for pursuant to paragraph (b) above, then with
respect to each date for the payment of principal of (and premium, if any) and
interest, if any on the applicable Securities denominated or payable in such
Foreign Currency occurring after the last date on which such Foreign Currency
was used (the "Conversion Date"), the Dollar shall be the currency of payment
for use on each such payment date. Unless otherwise specified pursuant to
Section 301, the Dollar amount to be paid

                                       37
<PAGE>

by the Company to the Trustee of each such series of Securities and by such
Trustee or any Paying Agent to the Holders of such Securities with respect to
such payment date shall be, in the case of a Foreign Currency other than a
currency unit, the Dollar Equivalent of the Foreign Currency or, in the case of
a currency unit, the Dollar Equivalent of the Currency Unit, in each case as
determined by the Exchange Rate Agent in the manner provided in paragraph (f) or
(g) below.

                  (e) Unless otherwise specified pursuant to Section 301, if the
Holder of a Registered Security denominated in any Currency shall have elected
to be paid in another Currency as provided in paragraph (b) above, and a
Conversion Event occurs with respect to such elected Currency, such Holder shall
receive payment in the Currency in which payment would have been made in the
absence of such election; and if a Conversion Event occurs with respect to the
Currency in which payment would have been made in the absence of such election,
such Holder shall receive payment in Dollars as provided in paragraph (d) of
this Section 312.

                  (f) The "Dollar Equivalent of the Foreign Currency" shall be
determined by the Exchange Rate Agent and shall be obtained for each subsequent
payment date by converting the specified Foreign Currency into Dollars at the
Market Exchange Rate on the Conversion Date.

                  (g) The "Dollar Equivalent of the Currency Unit" shall be
determined by the Exchange Rate Agent and subject to the provisions of paragraph
(h) below shall be the sum of each amount obtained by converting the Specified
Amount of each Component Currency into Dollars at the Market Exchange Rate for
such Component Currency on the Valuation Date with respect to each payment.

                  (h) For purposes of this Section 312, the following terms
shall have the following meanings:

                  A "Component Currency" shall mean any currency which, on the
         Conversion Date, was a component currency of the relevant currency
         unit, including, but not limited to, the euro.

                  A "Specified Amount" of a Component Currency shall mean the
         number of units of such Component Currency or fractions thereof which
         were represented in the relevant currency unit, including, but not
         limited to, the euro, on the Conversion Date. If after the Conversion
         Date the official unit of any Component Currency is altered by way of
         combination or subdivision, the Specified Amount of such Component
         Currency shall be divided or multiplied in the same proportion. If
         after the Conversion Date two or more Component Currencies are
         consolidated into a single currency, the respective Specified Amounts
         of such Component Currencies shall be replaced by an amount in such
         single currency equal to the sum of the respective Specified Amounts of
         such consolidated Component Currencies expressed in such single
         currency, and such amount shall thereafter be a Specified Amount and
         such single currency shall thereafter be a Component Currency. If after
         the Conversion Date any Component Currency shall be divided into two or
         more currencies, the Specified Amount of such Component Currency shall
         be replaced by amounts of such two or more currencies, having an
         aggregate Dollar Equivalent value at the Market Exchange Rate on the
         date of such replacement equal to

                                       38
<PAGE>

         the Dollar Equivalent of the Specified Amount of such former Component
         Currency at the Market Exchange Rate immediately before such division,
         and such amounts shall thereafter be Specified Amounts and such
         currencies shall thereafter be Component Currencies. If, after the
         Conversion Date of the relevant currency unit, including, but not
         limited to, the euro, a Conversion Event (other than any event referred
         to above in this definition of "Specified Amount") occurs with respect
         to any Component Currency of such currency unit and is continuing on
         the applicable Valuation Date, the Specified Amount of such Component
         Currency shall, for purposes of calculating the Dollar Equivalent of
         the Currency Unit, be converted into Dollars at the Market Exchange
         Rate in effect on the Conversion Date of such Component Currency.

                  "Election Date" shall mean the Regular Record Date for the
         applicable series of Registered Securities or at least 16 days prior to
         Maturity, as the case may be, or such other prior date for any series
         of Registered Securities as specified pursuant to clause 13 of Section
         301 by which the written election referred to in Section 312(b) may be
         made.

                  All decisions and determinations of the Exchange Rate Agent
regarding the Dollar Equivalent of the Foreign Currency, the Dollar Equivalent
of the Currency Unit, the Market Exchange Rate and changes in the Specified
Amounts as specified above shall be in its sole discretion and shall, in the
absence of manifest error, be conclusive for all purposes and irrevocably
binding upon the Company, the Trustee for the appropriate series of Securities
and all Holders of such Securities denominated or payable in the relevant
Currency. The Exchange Rate Agent shall promptly give written notice to the
Company and the Trustee for the appropriate series of Securities of any such
decision or determination.

                  In the event that the Company determines in good faith that a
Conversion Event has occurred with respect to a Foreign Currency, the Company
will immediately give written notice thereof to the Trustee of the appropriate
series of Securities and to the Exchange Rate Agent (and such Trustee will
promptly thereafter give notice in the manner provided in Section 106 to the
affected Holders) specifying the Conversion Date. In the event the Company so
determines that a Conversion Event has occurred with respect to the euro or any
other currency unit in which Securities are denominated or payable, the Company
will immediately give written notice thereof to the Trustee of the appropriate
series of Securities and to the Exchange Rate Agent (and such Trustee will
promptly thereafter give notice in the manner provided in Section 106 to the
affected Holders) specifying the Conversion Date and the Specified Amount of
each Component Currency on the Conversion Date. In the event the Company
determines in good faith that any subsequent change in any Component Currency as
set forth in the definition of Specified Amount above has occurred, the Company
will similarly give written notice to the Trustee of the appropriate series of
Securities and to the Exchange Rate Agent.

                  The Trustee of the appropriate series of Securities shall be
fully justified and protected in conclusively relying and acting upon
information received by it from the Company and the Exchange Rate Agent and
shall not otherwise have any duty or obligation to determine the accuracy or
validity of such information independent of the Company or the Exchange Rate
Agent.

                                       39
<PAGE>

                  SECTION 313 Appointment and Resignation of Successor Exchange
Rate Agent.

                  (a) Unless otherwise specified pursuant to Section 301, if and
so long as the Securities of any series (i) are denominated in a Foreign
Currency or (ii) may be payable in a Foreign Currency, or so long as it is
required under any other provision of this Indenture, then the Company will
maintain with respect to each such series of Securities, or as so required, at
least one Exchange Rate Agent. The Company will cause the Exchange Rate Agent to
make the necessary foreign exchange determinations at the time and in the manner
specified pursuant to Section 301 for the purpose of determining the applicable
rate of exchange and, if applicable, for the purpose of converting the issued
Foreign Currency into the applicable payment Currency for the payment of
principal (and premium, if any) and interest, if any, pursuant to Section 312.

                  (b) No resignation of the Exchange Rate Agent and no
appointment of a successor Exchange Rate Agent pursuant to this Section shall
become effective until the acceptance of appointment by the successor Exchange
Rate Agent as evidenced by a written instrument delivered to the Company and the
Trustee of the appropriate series of Securities accepting such appointment
executed by the successor Exchange Rate Agent.

                  (c) If the Exchange Rate Agent shall resign, be removed or
become incapable of acting, or if a vacancy shall occur in the office of the
Exchange Rate Agent for any cause, with respect to the Securities of one or more
series, the Company, by or pursuant to a Board Resolution, shall promptly
appoint a successor Exchange Rate Agent or Exchange Rate Agents with respect to
the Securities of that or those series (it being understood that any such
successor Exchange Rate Agent may be appointed with respect to the Securities of
one or more or all of such series and that, unless otherwise specified pursuant
to Section 301, at any time there shall only be one Exchange Rate Agent with
respect to the Securities of any particular series that are originally issued by
the Company on the same date and that are initially denominated and/or payable
in the same Currency).

                  SECTION 314 CUSIP Numbers.

                  The Company in issuing the Securities may use "CUSIP" numbers
(if then generally in use), and, if so, the Trustee shall indicate the "CUSIP"
numbers of the Securities 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 Securities or as
contained in any notice of redemption and that reliance may be placed only on
the other identification numbers printed on the Securities, 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.

                                       40
<PAGE>


                                  ARTICLE FOUR

                           SATISFACTION AND DISCHARGE

                  SECTION 401 Satisfaction and Discharge of Indenture.

                  Unless otherwise specified pursuant to Section 301, this
Indenture shall upon Company Request cease to be of further effect with respect
to any series of Securities specified in such Company Request (except as to any
surviving rights of registration of transfer or exchange of Securities of such
series expressly provided for herein or pursuant hereto and any right to receive
Additional Amounts, as provided in Section 1005), and the Trustee, upon receipt
of a Company Order, and at the expense of the Company, shall execute proper
instruments acknowledging satisfaction and discharge of this Indenture as to
such series when

                  (1) either

                           (A) all Securities of such series theretofore
                  authenticated and delivered and all coupons, if any,
                  appertaining thereto (other than (i) coupons appertaining to
                  Bearer Securities surrendered for exchange for Registered
                  Securities and maturing after such exchange, whose surrender
                  is not required or has been waived as provided in Section 305,
                  (ii) Securities and coupons of such series which have been
                  destroyed, lost or stolen and which have been replaced or paid
                  as provided in Section 306, (iii) coupons appertaining to
                  Securities called for redemption and maturing after the
                  relevant Redemption Date, whose surrender has been waived as
                  provided in Section 1106, and (iv) Securities and coupons of
                  such series for whose payment money has theretofore been
                  deposited in trust or segregated and held in trust by the
                  Company and thereafter repaid to the Company or discharged
                  from such trust, as provided in Section 1003) have been
                  delivered to the Trustee for cancellation; or

                           (B) all Securities of such series and, in the case of
                  (I) or (II) below, any coupons appertaining thereto not
                  theretofore delivered to the Trustee for cancellation

                                    (I) have become due and payable, or

                                    (II) will become due and payable at their
                           Stated Maturity within one year, or

                                    (III) if redeemable at the option of the
                           Company, are to be called for redemption within one
                           year under arrangements satisfactory to the Trustee
                           for the giving of notice of redemption by the Trustee
                           in the name, and at the expense, of the Company,

                           and the Company, in the case of (I), (II) or (III)
                           above, has irrevocably deposited or caused to be
                           deposited with the Trustee as trust funds in trust
                           for such purpose an amount in the Currency in which
                           the Securities of

                                       41
<PAGE>

                           such series are payable, sufficient to pay and
                           discharge the entire indebtedness on such Securities
                           and such coupons not theretofore delivered to the
                           Trustee for cancellation, including the principal
                           (and premium, if any) and interest, if any, to the
                           date of such deposit (in the case of Securities which
                           have become due and payable) or to the Stated
                           Maturity or Redemption Date, as the case may be;

                  (2) the Company has paid or caused to be paid all other sums
         payable hereunder by the Company; and

                  (3) the Company has delivered to the Trustee an Officers'
         Certificate and an Opinion of Counsel, each stating that all conditions
         precedent herein provided for relating to the satisfaction and
         discharge of this Indenture as to such series have been complied with.

Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee and any predecessor Trustee under
Section 606, the obligations of the Company to any Authenticating Agent under
Section 611 if money shall have been deposited with the Trustee pursuant to
subclause (B) of clause (1) of this Section, the obligations of the Trustee
under Section 402 and the last paragraph of Section 1003 and the obligations of
the Company and the Trustee with respect to Securities of such series under
Sections 305, 306, 1002 and 1005, with respect to the payment of Additional
Amounts, if any, with respect to any rights of Holders to require the Company to
repay such Securities as contemplated by Section 1301 and with respect to any
rights of Holders to convert or exchange such Securities into other Securities,
shall survive. These obligations shall continue to be governed and construed in
accordance with Section 111.

                  SECTION 402 Application of Trust Funds.

                  Subject to the provisions of the last paragraph of Section
1003, all money deposited with the Trustee pursuant to Section 401 shall be held
in trust and applied by it, in accordance with the provisions of the Securities,
the coupons and this Indenture, to the payment, either directly or through any
Paying Agent (including the Company acting as its own Paying Agent) as the
Trustee may determine, to the Persons entitled thereto, of the principal (and
premium, if any) and interest, if any, for whose payment such money has been
deposited with or received by the Trustee, but such money need not be segregated
from other funds except to the extent required by law.

                                  ARTICLE FIVE

                                    REMEDIES

                  SECTION 501 Events of Default.

                  "Event of Default", wherever used herein with respect to any
particular series of Securities, means any one of the following events as such
events may be otherwise amended in accordance with Section 301 (whatever the
reason for such Event of Default and whether or not

                                       42
<PAGE>

it shall be voluntary or involuntary or be effected by operation of law or
pursuant to any judgment, decree or order of any court or any order, rule or
regulation of any administrative or governmental body):

                  (1) default in the payment of any interest upon, or any
         Additional Amount payable in respect of, any Security of that series or
         of any coupon appertaining thereto, when such interest or coupon
         becomes due and payable, and continuance of such default for a period
         of 30 days; or

                  (2) default in the payment of the principal of (or premium, if
         any, on) any Security of that series when it becomes due and payable at
         its Maturity; or

                  (3) default in the deposit of any sinking fund payment, when
         and as due by the terms of any Security of that series; or

                  (4) default in the performance, or breach, of any covenant or
         agreement of the Company or any Subsidiary Guarantor in this Indenture
         with respect to any Security of that series (other than a covenant or
         agreement a default in whose performance or whose breach is elsewhere
         in this Section specifically dealt with), and continuance of such
         default or breach for a period of 60 days after there has been given,
         by registered or certified mail, to the Company or such Subsidiary
         Guarantor, as the case may be, by the Trustee or to the Company or such
         Subsidiary Guarantor, as the case may be, and the Trustee by the
         Holders of at least 25% in principal amount of the Outstanding
         Securities of that series a written notice specifying such default or
         breach and requiring it to be remedied and stating that such notice is
         a "Notice of Default" hereunder; or

                  (5) the Company or any Subsidiary Guarantor pursuant to or
         within the meaning of any Bankruptcy Law:

                           (A) commences a voluntary case or proceedings,

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

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

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

                           (E) issues a public announcement admitting its
                  inability to pay its debts generally as they become due; or

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

                           (A) is for relief against the Company or any
                  Subsidiary Guarantor in an involuntary case,

                                       43
<PAGE>

                           (B) appoints a Custodian of the Company or any
                  Subsidiary Guarantor or for all or substantially all of its
                  property, or

                           (C) orders the winding-up or liquidation of the
                  Company or any Subsidiary Guarantor, and the order or decree
                  remains unstayed and in effect for 90 days; or

                  (7) any Subsidiary Guarantor repudiates its obligations under
         any Subsidiary Guarantee or, except as permitted by this Indenture, any
         Subsidiary Guarantee is determined to be unenforceable or invalid or
         shall for any reason cease to be in full force and effect; or

                  (8) any other Event of Default provided with respect to
         Securities of that series.

The term "Bankruptcy Law" means title 11, U.S. Code or any similar foreign,
Federal or State law for the relief of debtors. The term "Custodian" means any
custodian, receiver, trustee, assignee, liquidator or other similar official
under any Bankruptcy Law.

                  SECTION 502 Acceleration of Maturity; Rescission and
Annulment.

                  If an Event of Default (other than an Event of Default
specified in Section 501(5) or 501(6) with respect to the Company) with respect
to Securities of any series at the time Outstanding occurs and is continuing,
then and in every such case the Trustee or the Holders of not less than 25% in
principal amount of the Outstanding Securities of that series may declare the
principal (or, if any Securities are Original Issue Discount Securities or
Indexed Securities, such portion of the principal as may be specified in the
terms thereof) and accrued interest of all the Securities of that series to be
due and payable immediately, by a notice in writing to the Company (and to the
Trustee if given by the Holders), and upon any such declaration such principal
or specified portion thereof and interest shall become immediately due and
payable. If an Event of Default specified in Section 501(5) or 501(6) with
respect to the Company or any Subsidiary Guarantor occurs, the amounts described
above with respect to the Outstanding Securities of all series shall ipso facto
become and be immediately due and payable without any declaration or other act
on the part of the Trustee or any Holder. Upon payment of such principal and
interest, all of the Company's obligations under the Securities of such Series
and this Indenture, other than obligations under Section 606, shall terminate.

                  At any time after such a declaration of acceleration with
respect to Securities of any series has been 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, the Holders of a majority in principal
amount of the Outstanding Securities of that series, by written notice to the
Company and the Trustee, may rescind and annul such declaration and its
consequences if:

                  (1) the Company has paid or deposited with the Trustee a sum
         sufficient in cash to pay all principal, interest and Additional
         Amounts which have become due other than by such declaration of
         acceleration, interest or any such overdue amounts, and amounts owing
         the Trustee;

                                       44
<PAGE>

                  (2) all Events of Default with respect to Securities of that
         series, other than the nonpayment of the principal of (or premium, if
         any) or interest on Securities of that series which have become due
         solely by such declaration of acceleration, have been cured or waived
         as provided in Section 513; and

                  (3) such rescission would not conflict with any judgment or
         decree of a court of competent jurisdiction.

                  No such rescission shall affect any subsequent default or
impair any right consequent thereon.

                  SECTION 503 Collection of Indebtedness and Suits for
Enforcement by Trustee.

                  The Company covenants that if:

                  (1) default is made in the payment of any installment of
         interest or Additional Amounts on any Security of any series and any
         related coupon when such interest or Additional Amounts becomes due and
         payable and such default continues for a period of 30 days, or

                  (2) default is made in the payment of the principal of (or
         premium, if any, on) any Security of any series at its Maturity,

then the Company will, upon demand of the Trustee, pay to the Trustee, for the
benefit of the Holders of Securities of such series and coupons, the whole
amount then due and payable on such Securities and coupons for principal (and
premium, if any) and interest, if any, with interest upon any overdue principal
(and premium, if any) and, to the extent that payment of such interest shall be
legally enforceable, upon any overdue installments of interest, if any, at the
rate or rates borne by or provided for in such Securities, and, in addition
thereto, 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.

                  If the Company fails to pay such amounts forthwith upon such
demand, the Trustee, in its own name and as trustee of an express trust, may
institute a judicial proceeding for the collection of the sums so due and
unpaid, and may prosecute such proceeding to judgment or final decree, and may
enforce the same against the Company or any other obligor upon Securities of
such series and collect the moneys adjudged or decreed to be payable in the
manner provided by law out of the property of the Company or any other obligor
upon such Securities of such series, wherever situated.

                  If an Event of Default with respect to Securities of any
series occurs and is continuing, the Trustee may in its discretion proceed to
protect and enforce its rights and the rights of the Holders of Securities of
such series and any related coupons by such appropriate judicial proceedings as
the Trustee shall deem most effectual to protect and enforce any such rights,
whether for the specific enforcement of any covenant or agreement in this
Indenture or in aid of the exercise of any power granted herein, or to enforce
any other proper remedy.

                                       45
<PAGE>

                  SECTION 504 Trustee May File Proofs of Claim.

                  In case of the pendency of any receivership, insolvency,
liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or
other judicial proceeding relative to the Company any Subsidiary Guarantor or
any other obligor upon the Securities or the property of the Company, such
Subsidiary Guarantor or of such other obligor or their creditors, the Trustee
(irrespective of whether the principal of the Securities of any series shall
then be due and payable as therein expressed or by declaration or otherwise and
irrespective of whether the Trustee shall have made any demand on the Company
for the payment of any overdue principal, premium or interest) shall be entitled
and empowered, by intervention in such proceeding or otherwise:

                  (A) to file and prove a claim for the whole amount of
         principal (or in the case of Original Issue Discount Securities or
         Indexed Securities, such portion of the principal as may be provided
         for in the terms thereof) (and premium, if any) and interest, if any,
         owing and unpaid in respect of the Securities and to file such 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 of the Holders allowed in such judicial
         proceeding, and

                  (B) to collect and receive any moneys or other property
         payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator (or
other similar official) in any such judicial proceeding is hereby authorized by
each Holder of Securities of such series and coupons 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 and any predecessor Trustee, their agents and counsel, and any other
amounts due the Trustee or any predecessor Trustee under Section 606.

                  Nothing herein contained shall be deemed to authorize the
Trustee to authorize or consent to or accept or adopt on behalf of any Holder of
a Security or coupon any plan of reorganization, arrangement, adjustment or
composition affecting the Securities or coupons or the rights of any Holder
thereof, or to authorize the Trustee to vote in respect of the claim of any
Holder of a Security or coupon in any such proceeding.

                  SECTION 505 Trustee May Enforce Claims Without Possession of
Securities or Coupons.

                  All rights of action and claims under this Indenture or any of
the Securities or coupons may be prosecuted and enforced by the Trustee without
the possession of any of the Securities or coupons or the production thereof in
any proceeding relating thereto, and any such proceeding instituted by the
Trustee shall be brought in its own name as trustee of an express trust, and any
recovery of judgment shall, after provision for the payment of the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, be

                                       46
<PAGE>

for the ratable benefit of the Holders of the Securities and coupons in respect
of which such judgment has been recovered.

                  SECTION 506 Application of Money Collected.

                  Any money collected by the Trustee pursuant to this Article
shall be applied in the following order, at the date or dates fixed by the
Trustee and, in case of the distribution of such money on account of principal
(or premium, if any) or interest, if any, upon presentation of the Securities or
coupons, or both, as the case may be, and the notation thereon of the payment if
only partially paid and upon surrender thereof if fully paid:

                  FIRST: To the payment of all amounts due the Trustee and any
         predecessor Trustee under Section 606;

                  SECOND: To the payment of the amounts then due and unpaid upon
         the Securities and coupons for principal (and premium, if any) and
         interest, if any, in respect of which or for the benefit of which such
         money has been collected, ratably, without preference or priority of
         any kind, according to the aggregate amounts due and payable on such
         Securities and coupons for principal (and premium, if any) and
         interest, if any, respectively; and

                  THIRD: To the payment of the remainder, if any, to the
         Company.

                  SECTION 507 Limitation on Suits.

                  No Holder of any Security of any series or any related coupon
shall have any right to institute any proceeding, judicial or otherwise, with
respect to this Indenture, or for the appointment of a receiver or trustee, or
for any other remedy hereunder, unless:

                  (1) such Holder has previously given written notice to the
         Trustee of a continuing Event of Default with respect to the Securities
         of that series;

                  (2) the Holders of not less than 25% in principal amount of
         the Outstanding Securities of that series shall have made written
         request to the Trustee to institute proceedings in respect of such
         Event of Default in its own name as Trustee hereunder;

                  (3) such Holder or Holders have offered to the Trustee
         reasonable indemnity against the costs, expenses and liabilities to be
         incurred in compliance with such request;

                  (4) the Trustee for 60 days after its receipt of such notice,
         request and offer of indemnity has failed to institute any such
         proceeding; and

                  (5) no direction inconsistent with such written request has
         been given to the Trustee during such 60-day period by the Holders of a
         majority in principal amount of the Outstanding Securities of that
         series;

it being understood and intended that no one or more of such Holders shall have
any right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture to affect, disturb

                                       47
<PAGE>

or prejudice the rights of any other of such Holders, or to obtain or to seek to
obtain priority or preference over any other of such Holders or to enforce any
right under this Indenture, except in the manner herein provided and for the
equal and ratable benefit of all such Holders.

                  SECTION 508 Unconditional Right of Holders to Receive
Principal, Premium and Interest and Additional Amounts, if Any.

                  Notwithstanding any other provision in this Indenture, the
Holder of any Security or coupon shall have the right which is absolute and
unconditional to receive payment of the principal of (and premium, if any) and
(subject to Sections 305 and 307) interest, if any, and Additional Amounts, if
any, on such Security or payment of such coupon on the respective due dates
expressed in such Security or coupon (or, in the case of redemption, on the
Redemption Date) and to institute suit for the enforcement of any such payment,
and such rights shall not be impaired without the consent of such Holder.

                  SECTION 509 Restoration of Rights and Remedies.

                  If the Trustee or any Holder of a Security or coupon has
instituted any proceeding to enforce any right or remedy under this Indenture
and such proceeding has been discontinued or abandoned for any reason, or has
been determined adversely to the Trustee or to such Holder, then and in every
such case the Company, the Subsidiary Guarantors, the Trustee and the Holders of
Securities and coupons shall, subject to any determination in such proceeding,
be restored severally and respectively to their former positions hereunder and
thereafter all rights and remedies of the Trustee and the Holders shall continue
as though no such proceeding had been instituted.

                  SECTION 510 Rights and Remedies Cumulative.

                  Except as otherwise provided with respect to the replacement
or payment of mutilated, destroyed, lost or stolen Securities or coupons in the
last paragraph of Section 306, no right or remedy herein conferred upon or
reserved to the Trustee or to the Holders of Securities or coupons is intended
to be exclusive of any other right or remedy, and every right and remedy shall,
to the extent permitted by law, be cumulative and in addition to every other
right and remedy given hereunder or now or hereafter existing at law or in
equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.

                  SECTION 511 Delay or Omission Not Waiver.

                  No delay or omission of the Trustee or of any Holder of any
Security or coupon to exercise any right or remedy accruing upon any Event of
Default shall impair any such right or remedy or constitute a waiver of any such
Event of Default or an acquiescence therein. Every right and remedy given by
this Article or by law to the Trustee or to the Holders may be exercised from
time to time, and as often as may be deemed expedient, by the Trustee or by the
Holders of Securities or coupons, as the case may be.

                                       48
<PAGE>

                  SECTION 512 Control by Holders of Securities.

                  The Holders of a majority in principal amount of the
Outstanding Securities of any series shall have the right to direct the time,
method and place of conducting any proceeding for any remedy available to the
Trustee or exercising any trust or power conferred on the Trustee with respect
to the Securities of such series, provided that

                  (1) such direction shall not be in conflict with any rule of
         law or with this Indenture,

                  (2) the Trustee may take any other action deemed proper by the
         Trustee which is not inconsistent with such direction, and

                  (3) the Trustee need not take any action which might involve
         it in personal liability or be unjustly prejudicial to the Holders of
         Securities of such series not consenting.

                  SECTION 513 Undertaking for Costs.

                  All parties to this Indenture agree that 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 attorney's fees and expenses,
against any party litigant in the suit, having due regard to the merits and good
faith of the claims or defenses made by the party litigant, provided that this
Section 513 shall not apply to a suit by the Trustee, a suit by a Holder
pursuant to Section 508 hereof, or a suit by Holders of more than 10% in
principal amount of the then Outstanding Securities.

                  SECTION 514 Waiver of Past Defaults.

                  The Holders of not less than a majority in principal amount of
the Outstanding Securities of any series may on behalf of the Holders of all the
Securities of such series and any related coupons waive any past default
hereunder with respect to such series and its consequences, except a default

                  (1) in the payment of the principal of (or premium, if any) or
         interest, if any, or Additional Amounts on any Security of such series
         or any related coupons, or

                  (2) in respect of a covenant or provision hereof which under
         Article Nine cannot be modified or amended without the consent of the
         Holder of each Outstanding Security of such series affected.

                  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 Event of Default or impair any right consequent
thereon.

                                       49
<PAGE>

                  SECTION 515 Waiver of Usury, Stay or Extension Laws.

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

                                  ARTICLE SIX

                                   THE TRUSTEE

                  SECTION 601 Notice of Defaults.

                  Within five days after the earlier of receipt from the Company
of notice of the occurrence of a Default or Event of Default hereunder or the
date such occurrence hereunder actually becomes known to a Responsible Officer
of the Trustee, the Trustee shall transmit to all Holders of Securities of such
series, in the manner and to the extent provided in TIA Section 313(c), notice
of such Default hereunder known to the Trustee, unless such Default shall have
been cured or waived; provided, however, that, except in the case of a Default
in the payment of the principal of (or premium, if any) or interest, if any, on
any Security of such series, or in the payment of any sinking or purchase fund
installment with respect to the Securities of such series, the Trustee shall be
protected in withholding such notice if and so long as the board of directors,
the executive committee or a trust committee of directors and/or Responsible
Officers of the Trustee in good faith determines that the withholding of such
notice is in the interests of the Holders of the Securities and coupons of such
series; and provided further that in the case of any Default or breach of the
character specified in Section 501(4) with respect to the Securities and coupons
of such series, no such notice to Holders shall be given until at least 60 days
after the occurrence thereof unless otherwise specified in accordance with
Section 301.

                  SECTION 602 Certain Rights of Trustee.

                  Subject to the provisions of TIA Section 315(a) through
315(d):

                  (1) The Trustee undertakes to perform such duties and only
         such duties as are specifically set forth in this Indenture, and no
         implied covenants or obligations shall be read into this Indenture
         against the Trustee.

                  (2) The Trustee may conclusively rely and shall be protected
         in acting or refraining from acting upon any resolution, certificate,
         statement, instrument, opinion, report, notice, request, direction,
         consent, order, bond, debenture, note, coupon or other paper or
         document believed by it to be genuine and to have been signed or
         presented by the proper party or parties.

                                       50
<PAGE>

                  (3) Any request or direction of the Company mentioned herein
         shall be sufficiently evidenced by a Company Request or Company Order
         (other than delivery of any Security, together with any coupons
         appertaining thereto, to the Trustee for authentication and delivery
         pursuant to Section 303 which shall be sufficiently evidenced as
         provided therein) and any resolution of the Board of Directors may be
         sufficiently evidenced by a Board Resolution.

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

                  (5) The Trustee shall not be liable with respect to any action
         taken or omitted to be taken by it in good faith in accordance with the
         direction of the Holders of a majority in principal amount of the
         Outstanding Securities of any series, determined as provided in
         Sections 101 and 104.

                  (6) Whenever in the administration of this Indenture the
         Trustee shall deem it desirable that a matter be proved or established
         prior to taking, suffering or omitting any action hereunder, the
         Trustee (unless other evidence be herein specifically prescribed) may,
         in the absence of bad faith on its part, rely upon a Board Resolution,
         an Opinion of Counsel or an Officers' Certificate.

                  (7) The Trustee may consult with counsel of its choosing and
         the advice of such counsel or any Opinion of Counsel shall be full and
         complete authorization and protection in respect of any action taken,
         suffered or omitted by it hereunder in good faith and in reliance
         thereon.

                  (8) 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 of Securities of any series or any
         related coupons pursuant to this Indenture, unless such Holders shall
         have offered to the Trustee security or indemnity reasonably
         satisfactory to the Trustee against the costs, expenses and liabilities
         which might be incurred by it in compliance with such request or
         direction.

                  (9) 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, coupon or other paper or
         document, but the Trustee, in its discretion, may make such further
         inquiry or investigation into such facts or matters as it may see fit,
         and, if the Trustee shall determine to make such further inquiry or
         investigation, it shall be entitled to examine the books, records and
         premises of the Company, personally or by agent or attorney but in the
         case of any certificate or opinion specifically required by the
         Indenture to be delivered to the Trustee, the Trustee shall have a duty
         to examine the same to determine whether they conform to the Indenture
         requirements.

                  (10) The Trustee may execute any of the trusts or powers
         hereunder or perform any duties hereunder either directly or by or
         through agents or attorneys and the Trustee

                                       51
<PAGE>

         shall not be responsible for any misconduct or negligence on the part
         of any agent or attorney appointed with due care by it hereunder.

                  (11) The Trustee shall not be liable for any action taken,
         suffered or omitted by it in good faith and believed by it to be
         authorized or within the discretion or rights or powers conferred upon
         it by this Indenture other than any liabilities arising out of the
         negligence of the Trustee.

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

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

                  The Trustee shall not be required to expend or risk its own
funds or otherwise incur any financial liability in the performance of any of
its duties hereunder, or in the exercise of any of its rights or powers, if it
shall have reasonable grounds for believing that repayment of such funds or
adequate indemnity against such risk or liability is not reasonably assured to
it.

                  SECTION 603 Not Responsible for Recitals or Issuance of
Securities.

                  The recitals contained herein and in the Securities, except
the Trustee's certificate of authentication, and in any coupons shall be taken
as the statements of the Company, and neither the Trustee nor any Authenticating
Agent assumes any responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the
Securities or coupons, except that the Trustee represents that it is duly
authorized to execute and deliver this Indenture, authenticate the Securities
and perform its obligations hereunder and that the statements made by it in a
Statement of Eligibility on Form T-1 supplied to the Company are true and
accurate, subject to the qualifications set forth therein. Neither the Trustee
nor any Authenticating Agent shall be accountable for the use or application by
the Company of Securities or the proceeds thereof.

                  SECTION 604 May Hold Securities.

                  The Trustee, any Paying Agent, Security Registrar,
Authenticating Agent or any other agent of the Company or the Subsidiary
Guarantors, in its individual or any other capacity, may become the owner or
pledgee of Securities and coupons and, subject to TIA Sections 310(b) and 311,
may otherwise deal with the Company with the same rights it would have if it
were not Trustee, Paying Agent, Security Registrar, Authenticating Agent or such
other agent.

                                       52
<PAGE>

                  SECTION 605 Money Held in Trust.

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

                  SECTION 606 Compensation and Reimbursement.

                  The Company agrees:

                  (1) to pay to the Trustee from time to time such compensation
         for all services rendered by it hereunder as shall be agreed upon in
         writing from time to time (which compensation shall not be limited by
         any provision of law in regard to the compensation of a trustee of an
         express trust);

                  (2) except as otherwise expressly provided herein, to
         reimburse each of the Trustee and any predecessor Trustee upon its
         request for all reasonable expenses, disbursements and advances
         incurred or made by the Trustee in accordance with any provision of
         this Indenture (including the reasonable compensation and the expenses
         and disbursements of its agents and counsel), except any such expense,
         disbursement or advance as may be attributable to its negligence or bad
         faith; and

                  (3) to indemnify each of the Trustee and any predecessor
         Trustee for, and to hold it harmless against, any loss, damage, claims,
         liability or expense incurred without negligence or bad faith on its
         own part, arising out of or in connection with the acceptance or
         administration of the trust or trusts hereunder, including the costs
         and expenses of 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.

                  As security for the performance of the obligations of the
Company under this Section, the Trustee shall have a claim prior to the
Securities upon all property and funds held or collected by the Trustee as such,
except funds held in trust for the payment of principal of (or premium, if any)
or interest, if any, on particular Securities or any coupons.

                  When the Trustee incurs expenses or renders services after an
Event of Default specified in Section 501(5) or (6) occurs, the expenses and
compensation for the services are intended to constitute expenses of
administration under any Bankruptcy Law.

                  SECTION 607 Corporate Trustee Required; Eligibility.

                  There shall at all times be a Trustee hereunder which shall be
eligible to act as Trustee under TIA Section 310(a)(1) and shall have a combined
capital and surplus of at least $50,000,000. If such corporation publishes
reports of condition at least annually, pursuant to law or the requirements of
Federal, State, Territorial or District of Columbia supervising or examining
authority, then for the purposes of this Section, the combined capital and
surplus of such corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. If at
any time the Trustee shall cease to be eligible in

                                       53
<PAGE>

accordance with the provisions of this Section, it shall resign immediately in
the manner and with the effect hereinafter specified in this Article.

                  SECTION 608 Resignation and Removal; Appointment of Successor.

                  (a) No resignation or removal of the Trustee and no
appointment of a successor Trustee pursuant to this Article shall become
effective until the acceptance of appointment by the successor Trustee in
accordance with the applicable requirements of Section 609.

                  (b) The Trustee may resign at any time with respect to the
Securities of one or more series by giving written notice thereof to the
Company.

                  (c) The Trustee may be removed at any time with respect to the
Securities of any series by Act of the Holders of a majority in principal amount
of the Outstanding Securities of such series delivered to the Trustee and to the
Company.

                  (d) If at any time:

                  (1) the Trustee shall fail to comply with the provisions of
         TIA Section 310(b) after written request therefor by the Company or by
         any Holder of a Security who has been a bona fide Holder of a Security
         for at least six months, or

                  (2) the Trustee shall cease to be eligible under Section 607
         and shall fail to resign after written request therefor by the Company
         or by any Holder of a Security who has been a bona fide Holder of a
         Security for at least six months, or

                  (3) the Trustee shall become incapable of acting or shall be
         adjudged a bankrupt or insolvent or a receiver of the Trustee or of its
         property shall be appointed or any public officer shall take charge or
         control of the Trustee or of its property or affairs for the purpose of
         rehabilitation, conservation or liquidation,

then, in any such case, (i) the Company by or pursuant to a Board Resolution may
remove the Trustee and appoint a successor Trustee with respect to all
Securities, or (ii) subject to TIA Section 315(e), any Holder of a Security who
has been a bona fide Holder of a Security for at least six months may, on behalf
of himself and all others similarly situated, petition any court of competent
jurisdiction for the removal of the Trustee with respect to all Securities and
the appointment of a successor Trustee or Trustees.

                  (e) If an instrument of acceptance by a successor Trustee
shall not have been delivered to the Trustee within 30 days after the giving of
a notice of resignation or the delivery of an Act of removal, the Trustee
resigning or being removed or any Holder who has been a bona fide Holder of
Securities for at least six months, may petition any court of competent
jurisdiction for the appointment of a successor Trustee.

                  (f) If the Trustee shall resign, be removed or become
incapable of acting, or if a vacancy shall occur in the office of Trustee for
any cause with respect to the Securities of one or more series, the Company, by
or pursuant to a Board Resolution, shall promptly appoint a successor Trustee or
Trustees with respect to the Securities of that or those series (it being

                                       54
<PAGE>

understood that any such successor Trustee may be appointed with respect to the
Securities of one or more or all of such series and that at any time there shall
be only one Trustee with respect to the Securities of any particular series).
If, within one year after such resignation, removal or incapability, or the
occurrence of such vacancy, a successor Trustee with respect to the Securities
of any series shall be appointed by Act of the Holders of a majority in
principal amount of the Outstanding Securities of such series delivered to the
Company and the retiring Trustee, the successor Trustee so appointed shall,
forthwith upon its acceptance of such appointment, become the successor Trustee
with respect to the Securities of such series and to that extent supersede the
successor Trustee appointed by the Company. If no successor Trustee with respect
to the Securities of any series shall have been so appointed by the Company or
the Holders of Securities and accepted appointment in the manner hereinafter
provided, any Holder of a Security who has been a bona fide Holder of a Security
of such series for at least six months may, on behalf of himself and all others
similarly situated, petition any court of competent jurisdiction for the
appointment of a successor Trustee with respect to Securities of such series.

                  (g) The Company shall give notice of each resignation and each
removal of the Trustee with respect to the Securities of any series and each
appointment of a successor Trustee with respect to the Securities of any series
in the manner provided for notices to the Holders of Securities in Section 106.
Each notice shall include the name of the successor Trustee with respect to the
Securities of such series and the address of its Corporate Trust Office.

                  SECTION 609 Acceptance of Appointment by Successor.

                  (a) In case of the appointment hereunder of a successor
Trustee with respect to all Securities, every such successor Trustee shall
execute, acknowledge and deliver to the Company and to the retiring Trustee an
instrument accepting such appointment, and thereupon the resignation or removal
of the retiring Trustee shall become effective and such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee; but, on request of
the Company or the successor Trustee, such retiring Trustee shall, upon payment
of its charges, execute and deliver an instrument transferring to such successor
Trustee all the rights, powers and trusts of the retiring Trustee, and shall
duly assign, transfer and deliver to such successor Trustee all property and
money held by such retiring Trustee hereunder, subject nevertheless to its
claim, if any, provided for in Section 606.

                  (b) In case of the appointment hereunder of a successor
Trustee with respect to the Securities of one or more (but not all) series, the
Company, the Subsidiary Guarantors, if applicable, the retiring Trustee and each
successor Trustee with respect to the Securities of one or more series shall
execute and deliver an indenture supplemental hereto wherein each successor
Trustee shall accept such appointment and which (1) shall contain such
provisions as shall be necessary or desirable to transfer and confirm to, and to
vest in, each successor Trustee all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities of that or those series to which
the appointment of such successor Trustee relates, (2) if the retiring Trustee
is not retiring with respect to all Securities, shall contain such provisions as
shall be deemed necessary or desirable to confirm that all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of that
or those series as to which the retiring Trustee is not retiring shall continue
to be vested in the retiring Trustee, and (3) shall add to or

                                       55
<PAGE>

change any of the provisions of this Indenture as shall be necessary to provide
for or facilitate the administration of the trusts hereunder by more than one
Trustee, it being understood that nothing herein or in such supplemental
indenture shall constitute such Trustees co-trustees of the same trust and that
each such Trustee shall be trustee of a trust or trusts hereunder separate and
apart from any trust or trusts hereunder administered by any other such Trustee;
and upon the execution and delivery of such supplemental indenture the
resignation or removal of the retiring Trustee shall become effective to the
extent provided therein and each such successor Trustee, without any further
act, deed or conveyance, shall become vested with all the rights, powers, trusts
and duties of the retiring Trustee with respect to the Securities of that or
those series to which the appointment of such successor Trustee relates; but, on
request of the Company or any successor Trustee, such retiring Trustee shall
duly assign, transfer and deliver to such successor Trustee all property and
money held by such retiring Trustee hereunder with respect to the Securities of
that or those series to which the appointment of such successor Trustee relates.

                  (c) Upon request of any such successor Trustee, the Company
shall execute any and all instruments for more fully and certainly vesting in
and confirming to such successor Trustee all such rights, powers and trusts
referred to in paragraph (a) or (b) of this Section, as the case may be.

                  (d) No successor Trustee shall accept its appointment unless
at the time of such acceptance such successor Trustee shall be qualified and
eligible under this Article.

                  SECTION 610 Merger, Conversion, Consolidation or Succession to
Business.

                  Any corporation into which the Trustee may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Trustee shall be a
party, or any corporation succeeding to all or substantially all of the
corporate trust business of the Trustee, shall be the successor of the Trustee
hereunder, provided such corporation shall be otherwise qualified and eligible
under this Article, without the execution or filing of any paper or any further
act on the part of any of the parties hereto. In case any Securities or coupons
shall have been authenticated, but not delivered, by the Trustee then in office,
any successor by merger, conversion or consolidation to such authenticating
Trustee may adopt such authentication and deliver the Securities or coupons so
authenticated with the same effect as if such successor Trustee had itself
authenticated such Securities or coupons. In case any Securities or coupons
shall not have been authenticated by such predecessor Trustee, any such
successor Trustee may authenticate and deliver such Securities or coupons, in
either its own name or that of its predecessor Trustee, with the full force and
effect which this Indenture provides for the certificate of authentication of
the Trustee.

                  SECTION 611 Appointment of Authenticating Agent.

                  At any time when any of the Securities remain Outstanding, the
Trustee may appoint an Authenticating Agent or Agents with respect to one or
more series of Securities which shall be authorized to act on behalf of the
Trustee to authenticate Securities of such series issued upon exchange,
registration of transfer or partial redemption thereof, and Securities so
authenticated shall be entitled to the benefits of this Indenture and shall be
valid and obligatory for all purposes as if authenticated by the Trustee
hereunder. Any such appointment shall be

                                       56
<PAGE>

evidenced by an instrument in writing signed by a Responsible Officer of the
Trustee, a copy of which instrument shall be promptly furnished to the Company.
Wherever reference is made in this Indenture to the authentication and delivery
of Securities by the Trustee or the Trustee's certificate of authentication,
such reference shall be deemed to include authentication and delivery on behalf
of the Trustee by an Authenticating Agent and a certificate of authentication
executed on behalf of the Trustee by an Authenticating Agent. Each
Authenticating Agent shall be reasonably acceptable to the Company and, except
as may otherwise be provided pursuant to Section 301, shall at all times be a
bank or trust company or corporation organized and doing business and in good
standing under the laws of the United States of America or of any State or the
District of Columbia, authorized under such laws to act as Authenticating Agent,
having a combined capital and surplus of not less than $50,000,000 and subject
to supervision or examination by Federal or State authorities. If such
Authenticating Agent publishes reports of condition at least annually, pursuant
to law or the requirements of the aforesaid supervising or examining authority,
then for the purposes of this Section, the combined capital and surplus of such
Authenticating Agent shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. In case at any
time an Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, such Authenticating Agent shall resign immediately
in the manner and with the effect specified in this Section.

                  Any corporation into which an Authenticating Agent may be
merged or converted or with which it may be consolidated, or any corporation
resulting from any merger, conversion or consolidation to which such
Authenticating Agent shall be a party, or any corporation succeeding to the
corporate agency or corporate trust business of an Authenticating Agent, shall
continue to be an Authenticating Agent, provided such corporation shall be
otherwise eligible under this Section, without the execution or filing of any
paper or further act on the part of the Trustee or the Authenticating Agent.

                  An Authenticating Agent for any series of Securities may at
any time resign by giving written notice of resignation to the Trustee for such
series and to the Company. The Trustee for any series of Securities may at any
time terminate the agency of an Authenticating Agent by giving written notice of
termination to such Authenticating Agent and to the Company. Upon receiving such
a notice of resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee for such series may appoint a successor
Authenticating Agent which shall be acceptable to the Company and shall give
notice of such appointment to all Holders of Securities of the series with
respect to which such Authenticating Agent will serve in the manner set forth in
Section 106. Any successor Authenticating Agent upon acceptance of its
appointment hereunder shall become vested with all the rights, powers and duties
of its predecessor hereunder, with like effect as if originally named as an
Authenticating Agent herein. No successor Authenticating Agent shall be
appointed unless eligible under the provisions of this Section.

                  The Company agrees to pay to each Authenticating Agent from
time to time reasonable compensation including reimbursement of its reasonable
expenses for its services under this Section.

                                       57
<PAGE>

                  If an appointment with respect to one or more series is made
pursuant to this Section, the Securities of such series may have endorsed
thereon, in addition to or in lieu of the Trustee's certificate of
authentication, an alternate certificate of authentication substantially in the
following form:

                  This is one of the Securities of the series designated therein
referred to in the within-mentioned Indenture.

                                              THE BANK OF NEW YORK
                                                   as Trustee

                                              By
                                                  ------------------------------
                                                   as Authenticating Agent

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

                  SECTION 612 Conflicting Interests.

                  (a) The Trustee shall comply with the provisions of Section
310(b) of the Trust Indenture Act.

                  (b) The indenture dated as of December 16, 1996, for the
Company's 10 3/4% Senior Subordinated Notes due 2006 between the Company and
The Bank of New York shall be deemed to be specifically described herein for the
purposes of clause (i) of the first proviso contained in Section 310(b) of the
TIA.

                  SECTION 613 Appointment of Co-Trustee.

                  (A) For the purpose of meeting any legal requirements of any
jurisdiction in which the Company may at the time be located in connection with
the enforcement of any right or the taking of any action on behalf of the
Holders of any Securities issued hereunder, the Trustee shall have the power and
may execute and deliver all instruments necessary to appoint one or more Persons
to act as a co-trustee or co-trustees, or separate trustee or separate trustees,
such powers, duties, obligations, rights and trusts as the Trustee may consider
necessary or desirable. Each co-trustee or separate trustee hereunder shall be
required to meet the terms of eligibility as a trustee under Section 607. The
Trustee shall promptly notify the Holders and the Company of the appointment of
a co-trustee or separate trustee under this section.

                  (B) Every separate trustee and co-trustee shall, to the extent
permitted by law, be appointed and act subject to the following provisions and
conditions:

                  (a) all rights, powers, duties and obligations conferred or
         imposed upon the Trustee shall be conferred or imposed upon and
         exercised or performed by the Trustee and such separate trustee or
         co-trustee jointly (it being understood that such separate trustee or
         co-trustee is not authorized to act separately without the Trustee
         joining in such act), except to the extent that under any law of any
         jurisdiction in which any particular act or acts are to be performed
         the Trustee shall be incompetent or

                                       58
<PAGE>

         unqualified to perform such act or acts, in which event such rights,
         powers, duties and obligations shall be exercised and performed singly
         by such separate trustee or co-trustee, but solely at the direction of
         the Trustee;

                  (b) no trustee hereunder shall be personally liable by reason
         of any act or omission of any other trustee hereunder;

                  (c) the Trustee may at any time accept the resignation of or
         remove any separate trustee or co-trustee;

                  (d) any notice, request or other writing given to the Trustee
         shall be deemed to have been given to each of the then separate
         trustees and co-trustees, as effectively as if given to each of them.
         Every instrument appointing any separate trustee or co-trustee shall
         refer to this Indenture and the conditions of this Article Six. Each
         separate trustee and co-trustee, upon its acceptance of the trusts
         conferred, shall be vested with the estates or property specified in
         its instrument of appointment, either jointly with the Trustee or
         separately, as may be provided therein, subject to all the provisions
         of this Indenture, specifically including every provision of this
         Indenture relating to the conduct of, affecting the liability of, or
         affording protection or rights (including the rights to compensation,
         reimbursement and indemnification hereunder) to, the Trustee. Every
         such instrument shall be filed with the Trustee; and

                  (e) any separate trustee or co-trustee may at any time
         constitute the Trustee its agent or attorney-in-fact with full power
         and authority, to the extent not prohibited by law, to do any lawful
         act under or in respect of this Indenture on its behalf and in its name
         for the purposes of enforcing any rights or taking any other action on
         behalf of the Holders of any Securities issued hereunder.

                  SECTION 614 Trustee's Application for Instructions from the
Company.

                  Any application by the Trustee for written instructions from
the Company may, at the option of the Trustee, set forth in writing any action
proposed to be taken or omitted by the Trustee under this Indenture and the date
on and/or after which such action shall be taken or such omission shall be
effective. The Trustee shall not be liable for any action taken by, or omission
of, the Trustee in accordance with a proposal included in such application on or
after the date specified in such application (which date shall not be less than
five Business Days after the date any officer of the Company actually receives
such application, unless any such officer shall have consented in writing to any
earlier date) unless prior to taking any such action (or the effective date in
the case of an omission), the Trustee shall have received written instructions
in response to such application specifying the action to be taken or omitted.

                                       59
<PAGE>

                                 ARTICLE SEVEN

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

                  SECTION 701 Disclosure of Names and Addresses of Holders.

                  The Company will furnish or cause to be furnished to the
Trustee:

                  (A) semiannually, not later than 15 days after each Regular
         Record Date for Securities of each series at the time Outstanding, a
         list in such form as the Trustee may reasonably require, of the names
         and addresses of the Holders of Registered Securities as of such
         Regular Record Date, or if there is no Regular Record Date for interest
         for such series of Securities, semiannually, upon such dates as are set
         forth in the Board Resolution, Officers' Certificates indenture
         supplemental hereto authorizing such series, and

                  (B) at such other times as the Trustee may request in writing,
         within 30 days after the receipt by the Company of any such request, a
         list of similar form and content as of a date not more than 15 days
         prior to the time such list is furnished;

provided, however, that so long as the Trustee is the Security Registrar, no
such list shall be required to be furnished.

                  The Trustee shall preserve, in as current a form as is
reasonably practicable, the names and addresses of Holders contained in the most
recent list furnished to the Trustee as provided in Section 701 and the names
and addresses of Holders received by the Trustee in its capacity as Security
Registrar. The Trustee may destroy any list furnished to it as provided in
Section 701 upon receipt of a new list so furnished.

                  The rights of the Holders to communicate with other Holders
with respect to their rights under this Indenture or under the Securities, and
the corresponding rights and privileges of the Trustee, shall be as provided by
the Trust Indenture Act.

                  Every Holder of Securities or coupons, by receiving and
holding the same, agrees with the Company, the Subsidiary Guarantors and the
Trustee that neither the Company nor any Subsidiary Guarantor nor the Trustee
nor any Authenticating Agent nor any Paying Agent nor any Security Registrar
shall be held accountable by reason of the disclosure of any information as to
the names and addresses of the Holders of Securities in accordance with TIA
Section 312, regardless of the source from which such information was derived,
and that the Trustee shall not be held accountable by reason of mailing any
material pursuant to a request made under TIA Section 312(b).

                  SECTION 702 Reports by Trustee.

                  Within 60 days after May 15 of each year commencing with the
first May 15 after the first issuance of Securities pursuant to this Indenture,
the Trustee shall transmit by mail to all Holders of Securities as provided in
TIA Section 313(c) a brief report dated as of such May 15 if required by TIA
Section 313(a).

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                  A copy of each such report shall, at the time of such
transmission to Holders, be filed by the Trustee with each stock exchange, if
any, upon which the Securities are listed, with the Commission and with the
Company. The Company will promptly notify the Trustee of the listing of the
Securities on any stock exchange.

                  SECTION 703 Reports by Company and Subsidiary Guarantors.

                  The Company and, so long as any Securities in respect of which
its Subsidiary Guarantees have been issued are Outstanding, each of the
Subsidiary Guarantors, will:

                  (1) file with the Trustee, within 15 days after the Company or
         such Subsidiary Guarantor, as the case may be, is required to file the
         same with the Commission, copies of the annual reports and of the
         information, documents, and other reports (or copies of such portions
         of any of the foregoing as the Commission may from time to time by
         rules and regulations prescribe) which the Company or such Subsidiary
         Guarantor, as the case may be, may be required to file with the
         Commission pursuant to Section 13 or Section 15(d) of the Securities
         Exchange Act of 1934; or, if the Company or such Subsidiary Guarantor
         is not required to file information, documents or reports pursuant to
         either of such Sections, then it will file with the Trustee and the
         Commission, in accordance with rules and regulations prescribed from
         time to time by the Commission, such of the supplementary and periodic
         information, documents and reports which may be required pursuant to
         Section 13 of the Securities Exchange Act of 1934 in respect of a
         security listed and registered on a national securities exchange as may
         be prescribed from time to time in such rules and regulations;

                  (2) file with the Trustee and the Commission, in accordance
         with rules and regulations prescribed from time to time by the
         Commission, such additional information, documents and reports with
         respect to compliance by the Company or such Subsidiary Guarantor, as
         the case may be, with the conditions and covenants of this Indenture as
         may be required from time to time by such rules and regulations; and

                  (3) transmit by mail to the Holders of Securities, within 30
         days after the filing thereof with the Trustee, in the manner and to
         the extent provided in TIA Section 313(c), such summaries of any
         information, documents and reports required to be filed by the Company
         or such Subsidiary Guarantor, as the case may be, pursuant to
         paragraphs (1) and (2) of this Section as may be required by rules and
         regulations prescribed from time to time by the Commission.

                  SECTION 704 Calculation of Original Issue Discount.

                  Upon request of the Trustee, the Company shall file with the
Trustee promptly at the end of each calendar year (i) a written notice
specifying the amount of original issue discount (including daily rates and
accrual periods), if any, accrued on Outstanding Securities as of the end of
such year and (ii) such other specific information relating to such original
issue discount as may then be relevant under the Internal Revenue Code of 1986,
as amended from time to time.

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                                 ARTICLE EIGHT

                  CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER

                  SECTION 801 Company May Consolidate, Etc., Only on Certain
Terms.

                  The Company shall not consolidate with or merge with or into
any other Person or convey or transfer its properties and assets substantially
as an entirety to any Person, unless:

                  (1) either the Company shall be the continuing corporation, or
         the corporation (if other than the Company) formed by such
         consolidation or into which the Company is merged or the Person which
         acquires by conveyance or transfer the properties and assets of the
         Company substantially as an entirety shall expressly assume, by an
         indenture supplemental hereto, executed and delivered to the Trustee,
         in form satisfactory to the Trustee, all of the obligations of the
         Company under this Indenture and on all the Securities and this
         Indenture;

                  (2) immediately after giving effect to such transaction, no
         Default or Event of Default shall have occurred and be continuing; and

                  (3) the Company and the successor Person have delivered to the
         Trustee an Officers' Certificate and an Opinion of Counsel each stating
         that such consolidation, merger, conveyance or transfer and such
         supplemental indenture comply with this Article and that all conditions
         precedent herein provided for relating to such transaction have been
         complied with.

                  SECTION 802 Successor Person Substituted.

                  Upon any consolidation or merger, or any conveyance or
transfer of the properties and assets of the Company substantially as an
entirety in accordance with Section 801, the successor corporation formed by
such consolidation or into which the Company is merged or the successor Person
to which such conveyance or transfer is made shall 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 had been named as the
Company herein; and in the event of any such conveyance or transfer (except by a
lease), the Company shall be discharged from all its obligations and covenants
under this Indenture and the Securities and coupons and may be dissolved and
liquidated.

                  Such successor entity thereupon may cause to be signed, and
may issue either in its own name or in the name of the Company, any or all of
the Securities issuable hereunder which theretofore shall not have been signed
by the Company and delivered to the Trustee; and, upon the order of such
successor entity, instead of the Company, and subject to all the terms,
conditions and limitations prescribed in this Indenture, the Trustee shall
authenticate and shall deliver any Securities which previously shall have been
signed and delivered by the officers of the Company to the Trustee for
authentication, and any Securities which such successor entity thereafter shall
cause to be signed and delivered to the Trustee for that purpose. All the
Securities of any series so issued shall in all respects have the same legal
rank and benefit under this Indenture as the Securities of such series
theretofore or thereafter issued in accordance with

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<PAGE>

the terms of this Indenture as though all of such Securities had been issued at
the date of the execution hereof.

                  In case of any such merger in which the Company is not the
surviving corporation or any such consolidation, sale, lease, assignment,
transfer or conveyance, such changes in phraseology and form (but not in
substance) may be made in the Securities thereafter to be issued as may be
appropriate.

                  SECTION 803 Officers' Certificate and Opinion of Counsel.

                  Any consolidation, merger, sale, conveyance, assignment,
transfer or lease permitted under Section 801 is also subject to the condition
that the Trustee shall have received an Officers' Certificate and an Opinion of
Counsel to the effect that any such consolidation, merger, sale, conveyance,
transfer, assignment or lease, and the assumption by any successor Person and
any such supplemental indenture, comply with the provisions of this Article and
that all conditions precedent herein provided for relating to such transaction
have been complied with.

                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES


                  SECTION 901 Supplemental Indentures Without Consent of
Holders.

                  Without the consent of any Holders of Securities or coupons,
the Company and, if applicable, the Subsidiary Guarantors, when authorized by or
pursuant to a Board Resolution, and the Trustee, at any time and from time to
time, may enter into one or more indentures supplemental hereto, in form
satisfactory to the Trustee, for any of the following purposes:

                  (1) to evidence the succession of another Person to the
         Company or any Subsidiary Guarantor and the assumption by any such
         successor of the covenants of the Company or such Subsidiary Guarantor
         herein and in the Securities contained; or

                  (2) to add to the covenants of the Company or the Subsidiary
         Guarantors for the benefit of the Holders of all or any series of
         Securities (and if such covenants are to be for the benefit of less
         than all series of Securities, stating that such covenants are
         expressly being included solely for the benefit of such series) or to
         surrender any right or power herein conferred upon the Company or the
         Subsidiary Guarantors; or

                  (3) to add any additional Events of Default for the benefit of
         the Holders of all or any series of Securities (and if such Events of
         Default are to be for the benefit of less than all series of
         Securities, stating that such Events of Default are expressly being
         included solely for the benefit of such series); provided, however,
         that in respect of any such additional Events of Default such
         supplemental indenture may provide for a particular period of grace
         after default (which period may be shorter or longer than that allowed
         in the case of other defaults) or may provide for an immediate
         enforcement upon such default or may limit the remedies available to
         the Trustee upon such default or may limit

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<PAGE>

         the right of the Holders of a majority in aggregate principal amount of
         that or those series of Securities to which such additional Events of
         Default apply to waive such default; or

                  (4) to add to or change any of the provisions of this
         Indenture to provide that Bearer Securities may be registrable as to
         principal, to change or eliminate any restrictions on the payment of
         principal of or any premium or interest on Bearer Securities, to permit
         Bearer Securities to be issued in exchange for Registered Securities,
         to permit Bearer Securities to be issued in exchange for Bearer
         Securities of other authorized denominations or to permit or facilitate
         the issuance of Securities in uncertificated form; provided that any
         such action shall not adversely affect the interests of the Holders of
         Securities of any series or any related coupons in any material
         respect; or

                  (5) to change or eliminate any of the provisions of this
         Indenture; provided that any such change or elimination shall become
         effective only when there is no Security Outstanding of any series
         created prior to the execution of such supplemental indenture which is
         entitled to the benefit of such provision; or

                  (6) to secure the Securities pursuant to the requirements of
         such indenture supplement, if applicable; or

                  (7) to establish the form or terms of Securities of any series
         and any related coupons as permitted by Sections 201 and 301, including
         the provisions and procedures relating to Securities convertible into
         or exchangeable for any securities of any Person (including the
         Company); or

                  (8) to evidence and provide for the acceptance of appointment
         hereunder by a successor Trustee with respect to the Securities of one
         or more series and to add to or change any of the provisions of this
         Indenture as shall be necessary to provide for or facilitate the
         administration of the trusts hereunder by more than one Trustee; or

                  (9) to cure any ambiguity, to correct or supplement any
         provision herein which may be inconsistent with any other provision
         herein, or to make any other provisions with respect to matters or
         questions arising under this Indenture; provided that such action shall
         not adversely affect the interests of the Holders of Securities of any
         series or any related coupons in any material respect; or

                  (10) to supplement any of the provisions of this Indenture to
         such extent as shall be necessary to permit or facilitate the
         defeasance and discharge of any series of Securities pursuant to
         Sections 401, 1402 and 1403; provided that any such action shall not
         adversely affect the interests of the Holders of Securities of such
         series and any related coupons or any other series of Securities in any
         material respect; or

                  (11) to add a guarantor or guarantors for any series or all
         series of the Securities; or

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

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                  SECTION 902 Supplemental Indentures with Consent of Holders.

                  With the consent of the Holders of not less than a majority in
principal amount of all Outstanding Securities affected by such supplemental
indenture, with each series voting separately, by Act of said Holders delivered
to the Company and the Trustee, the Company and, if applicable, the Subsidiary
Guarantors, when authorized by or pursuant to a Board Resolution, and the
Trustee may enter into an indenture or indentures supplemental hereto for the
purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions of this Indenture or of modifying in any manner the rights of
the Holders of Securities and any related coupons under this Indenture;
provided, however, that no such supplemental indenture shall, without the
consent of the Holder of each Outstanding Security affected thereby:

                  (1) change the Stated Maturity of the principal of (or
         premium, if any, on) or any installment of principal of or interest on,
         any Security, subject to the provisions of Section 308; or reduce the
         principal amount thereof or the rate of interest (or change the manner
         of calculation of interest), thereon, or any Additional Amounts with
         respect thereto, or any premium payable upon the redemption thereof, or
         change any obligation of the Company to pay Additional Amounts pursuant
         to Section 1005 (except as contemplated by Section 801(1) and permitted
         by Section 901(1)), or reduce the portion of the principal of an
         Original Issue Discount Security or Indexed Security that would be due
         and payable upon a declaration of acceleration of the Maturity thereof
         pursuant to Section 502 or the amount thereof provable in bankruptcy
         pursuant to Section 504, or adversely affect any right of repayment at
         the option of the Holder of any Security, or change any Place of
         Payment where, or the Currency in which, any Security or any premium or
         interest or Additional Amount 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 or repayment
         at the option of the Holder, on or after the Redemption Date or the
         Repayment Date, as the case may be), or adversely affect any right to
         convert or exchange any Security as may be provided pursuant to Section
         301 herein, or

                  (2) reduce the percentage in principal amount of the
         Outstanding Securities of any series, the consent of whose Holders is
         required for any such supplemental indenture, or the consent of whose
         Holders is required for any waiver with respect to such series (of
         compliance with certain provisions of this Indenture or certain
         defaults hereunder and their consequences) provided for in this
         Indenture, or reduce the requirements of Section 1504 for quorum or
         voting, or

                  (3) modify any of the provisions of this Section, Section 513
         or Section 1006, except to increase any such 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 Security
         affected thereby, or

                  (4) cause the Securities to be expressly subordinated to other
         indebtedness of the Company.

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<PAGE>

                  It shall not be necessary for any Act of Holders under this
Section to approve the particular form of any proposed supplemental indenture,
but it shall be sufficient if such Act shall approve the substance thereof.

                  A supplemental indenture which changes or eliminates any
covenant or other provision of this Indenture which has expressly been included
solely for the benefit of one or more particular series of Securities, or which
modifies the rights of the Holders of Securities of such series with respect to
such covenant or other provision, shall be deemed not to affect the rights under
this Indenture of the Holders of Securities of any other series.

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

                  SECTION 903 Execution of Supplemental Indentures.

                  In executing, or accepting the additional trusts created by,
any supplemental indenture permitted by this Article or the modification thereby
of the trusts created by this Indenture, the Trustee shall be entitled to
receive, and shall be fully protected in relying upon (subject to the provisions
of Article Six hereof), an Opinion of Counsel stating that the execution of such
supplemental indenture is authorized or permitted by this Indenture. The Trustee
may, but shall not be obligated to, enter into any such supplemental indenture
which affects the Trustee's own rights, duties or immunities under this
Indenture or otherwise.

                  SECTION 904 Effect of Supplemental Indentures.

                  Upon the execution of any supplemental indenture under this
Article, this Indenture shall be modified in accordance therewith, and such
supplemental indenture shall form a part of this Indenture for all purposes; and
every Holder of Securities theretofore or thereafter authenticated and delivered
hereunder and of any coupon appertaining thereto shall be bound thereby.

                  SECTION 905 Conformity with Trust Indenture Act.

                  Every supplemental indenture executed pursuant to this Article
shall conform to the requirements of the Trust Indenture Act as then in effect.

                  SECTION 906 Reference in Securities to Supplemental
Indentures.

                  Securities of any series authenticated and delivered after the
execution of any supplemental indenture pursuant to this Article may, and shall,
if required by the Trustee, bear a notation in form approved by the Trustee as
to any matter provided for in such supplemental indenture. If the Company shall
so determine, new Securities of any series so modified as to

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<PAGE>

conform, in the opinion of the Trustee and the Company, to any such supplemental
indenture may be prepared and executed by the Company and authenticated and
delivered by the Trustee in exchange for Outstanding Securities of such series.

                                  ARTICLE TEN

                                    COVENANTS

                  SECTION 1001 Payment of Principal, Premium, if any, and
Interest.

                  The Company covenants and agrees for the benefit of the
Holders of each series of Securities that it will duly and punctually pay the
principal of (and premium, if any) and interest and Additional Amounts, if any,
on the Securities of that series in accordance with the terms of such series of
Securities, any coupons appertaining thereto and this Indenture. Any interest
due on Bearer Securities on or before Maturity, other than Additional Amounts,
if any, payable as provided in Section 1004 in respect of principal of (or
premium, if any, on) such a Security, shall be payable only upon presentation
and surrender of the several coupons for such interest installments as are
evidenced thereby as they severally mature. Unless otherwise specified with
respect to Securities of any series pursuant to Section 301, at the option of
the Company, all payments of principal may be paid by check to the registered
Holder of the Registered Security or other person entitled thereto against
surrender of such Security or wire transfer to an account in the United States
maintained by the Payee.

                  SECTION 1002 Maintenance of Office or Agency.

                  If Securities of a series are issuable only as Registered
Securities, the Company shall maintain in each Place of Payment for any series
of Securities an office or agency where Securities of that series may be
presented or surrendered for payment, where Securities of that series may be
surrendered for registration of transfer or exchange, where Securities of that
series that are convertible or exchangeable may be surrendered for conversion or
exchange, as applicable, and where notices and demands to or upon the Company in
respect of the Securities of that series and this Indenture may be served. If
Securities of a series are issuable as Bearer Securities, the Company will
maintain (A) in the Borough of Manhattan, The City of New York, an office or
agency where any Registered Securities of that series may be presented or
surrendered for payment, where any Registered Securities of that series may be
surrendered for registration of transfer, where Securities of that series may be
surrendered for exchange, where Securities of that series that are convertible
or exchangeable may be surrendered for conversion or exchange, as applicable,
and where notices and demands to or upon the Company in respect of the
Securities of that series and this Indenture may be served and where Bearer
Securities of that series and related coupons may be presented or surrendered
for payment in the circumstances described in the following paragraph (and not
otherwise), (B) subject to any laws or regulations applicable thereto, in a
Place of Payment for that series which is located outside the United States, an
office or agency where Securities of that series and related coupons may be
presented and surrendered for payment; provided, however, that if the Securities
of that series are listed on the Luxembourg Stock Exchange or any other stock
exchange located outside the United States and such stock exchange shall so
require, the Company will maintain a Paying Agent for the

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<PAGE>

Securities of that series in Luxembourg or any other required city located
outside the United States, as the case may be, so long as the Securities of that
series are listed on such exchange, and (C) subject to any laws or regulations
applicable thereto, in a Place of Payment for that series located outside the
United States an office or agency where any Registered Securities of that series
may be surrendered for registration of transfer, where Securities of that series
may be surrendered for exchange, where Securities of that series that are
convertible or exchangeable may be surrendered for conversion or exchange, as
applicable and where notices and demands to or upon the Company in respect of
the Securities of that series and this Indenture may be served. The Company will
give prompt written notice to the Trustee of the location, and any change in the
location, of each such office or agency. If at any time the Company shall fail
to maintain any such required office or agency or shall fail to furnish the
Trustee with the address thereof, such presentations, surrenders, notices and
demands may be made or served at the Corporate Trust Office of the Trustee,
except that Bearer Securities of that series and the related coupons may be
presented and surrendered for payment at the offices specified in the Security,
in London, England, and the Company hereby appoints the same as its agent to
receive such respective presentations, surrenders, notices and demands, and the
Company hereby appoints the Trustee its agent to receive all such presentations,
surrenders, notices and demands.

                  Unless otherwise specified with respect to any Securities
pursuant to Section 301, no payment of principal, premium or interest on Bearer
Securities shall be made at any office or agency of the Company in the United
States or by check mailed to any address in the United States or by transfer to
an account maintained with a bank located in the United States; provided,
however, that, if the Securities of a series are payable in Dollars, payment of
principal of (and premium, if any) and interest, if any, on any Bearer Security
shall be made at the office of the Company's Paying Agent in the Borough of
Manhattan, The City of New York, if (but only if) payment in Dollars of the full
amount of such principal, premium or interest, as the case may be, at all
offices or agencies outside the United States maintained for such purpose by the
Company in accordance with this Indenture, is illegal or effectively precluded
by exchange controls or other similar restrictions.

                  The Company may from time to time designate one or more other
offices or agencies where the Securities of one or more series may be presented
or surrendered for any or all of such purposes, and may from time to time
rescind such designations; provided, however, that no such designation or
rescission shall in any manner relieve the Company of its obligation to maintain
an office or agency in accordance with the requirements set forth above for
Securities of any series for such purposes. The Company will 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. Unless otherwise specified with
respect to any Securities pursuant to Section 301 with respect to a series of
Securities, the Company hereby designates as a Place of Payment for each series
of Securities the office or agency of the Company in the Borough of Manhattan,
The City of New York, and initially appoints the Trustee at its Corporate Trust
Office as Paying Agent in such city and as its agent to receive all such
presentations, surrenders, notices and demands.

                  Unless otherwise specified with respect to any Securities
pursuant to Section 301, if and so long as the Securities of any series (i) are
denominated in a currency other than Dollars or (ii) may be payable in a
currency other than Dollars, or so long as it is required under any

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<PAGE>

other provision of the Indenture, then the Company will maintain with respect to
each such series of Securities, or as so required, at least one Exchange Rate
Agent.

                  SECTION 1003 Money for Securities Payments to be Held in
Trust.

                  If the Company or any Subsidiary or any Affiliate of any of
them shall at any time act as Paying Agent with respect to any series of any
Securities and any related coupons, it will, on or before each due date of the
principal of (or premium, if any) or interest, if any, on any of the Securities
of that series, segregate and hold in trust for the benefit of the Persons
entitled thereto a sum in the Currency in which the Securities of such series
are payable (except as otherwise specified pursuant to Section 301 for the
Securities of such series and except, if applicable, as provided in Sections
312(b), 312(d) and 312(e)) sufficient to pay the principal (and premium, if any)
and interest, if any, on Securities of such series so becoming due until such
sums shall be paid to such Persons or otherwise disposed of as herein provided,
and will promptly notify the Trustee of its action or failure so to act.

                  Whenever the Company shall have one or more Paying Agents for
any series of Securities and any related coupons, it will, on or before each due
date of the principal of (or premium, if any) or interest, if any, on any
Securities of that series, deposit with a Paying Agent a sum (in the Currency
described in the preceding paragraph) sufficient to pay the principal (or
premium, if any) or interest, if any, so becoming due, such sum to be held in
trust for the benefit of the Persons entitled to such principal, premium or
interest and (unless such Paying Agent is the Trustee) the Company will promptly
notify the Trustee of its action or failure so to act.

                  The Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or
by Company Order direct any Paying Agent to pay, to the Trustee all sums held in
trust by the Company or such Paying Agent, such sums to be held by the Trustee
upon the same trusts as those upon which such sums were held by the Company or
such Paying Agent; and, upon such payment by any Paying Agent to the Trustee,
such Paying Agent shall be released from all further liability with respect to
such sums.

                  Except as otherwise provided in the Securities of any series,
any money deposited with the Trustee or any Paying Agent, or then held by the
Company or the Subsidiary Guarantors, in trust for the payment of the principal
of (or premium, if any) or interest, if any, on any Security of any series and
remaining unclaimed for two years after such principal, premium or interest has
become due and payable shall be paid to the Company upon Company Request or (if
then held by the Company or the Subsidiary Guarantors) shall be discharged from
such trust; and the Holder of such Security shall thereafter, as an unsecured
general creditor, look only to the Company and, if applicable, the Subsidiary
Guarantors for payment of such principal, premium or interest on any Security,
without interest thereon, and all liability of the Trustee or such Paying Agent
with respect to such trust money, and all liability of the Company or the
Subsidiary Guarantors 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 an Authorized Newspaper in each Place of Payment for such series, or
mailed to each Holder of Registered Securities of such series, notice that such
money remains unclaimed and that, after a date specified therein, which shall
not

                                       69
<PAGE>

be less than 30 days from the date of such publication, any unclaimed balance of
such money then remaining will be repaid to the Company.

                  SECTION 1004 Corporate Existence.

                  Subject to Article Eight, the Company and, so long as any
Securities in respect of which Subsidiary Guarantees have been issued are
Outstanding, the Subsidiary Guarantors shall do or cause to be done all things
necessary to preserve and keep in full force and effect its corporate existence
and material rights and franchises (charter and statutory); provided, however,
that neither the Company nor any of the Subsidiary Guarantors shall be required
to preserve any such right or franchise if it shall determine that the
preservation thereof is no longer necessary or desirable in the conduct of the
business of the Company; and provided further, however, that the foregoing shall
not prohibit a sale, transfer or conveyance of a Subsidiary or any of its assets
in compliance with the terms of the Indenture.

                  SECTION 1005 Additional Amounts.

                  If any Securities of a series provide for the payment of
Additional Amounts, the Company will pay to the Holder of a Security of such
series or any coupon appertaining thereto Additional Amounts as may be specified
as contemplated by Section 301. Whenever in this Indenture there is mentioned,
in any context, the payment of the principal of (or premium, if any) or
interest, if any, on any Security of any series or payment of any related coupon
or the net proceeds received on the sale or exchange of any Security of any
series, such mention shall be deemed to include mention of the payment of
Additional Amounts provided by the terms of such series established pursuant to
Section 301 to the extent that, in such context, Additional Amounts are, were or
would be payable in respect thereof pursuant to such terms and express mention
of the payment of Additional Amounts (if applicable) in any provisions hereof
shall not be construed as excluding Additional Amounts in those provisions
hereof where such express mention is not made.

                  Except as otherwise specified as contemplated by Section 301,
if the Securities of a series provide for the payment of Additional Amounts, at
least 10 days prior to the first Interest Payment Date with respect to that
series of Securities (or if the Securities of that series will not bear interest
prior to Maturity, the first day on which a payment of principal and any premium
is made), and at least 10 days prior to each date of payment of principal,
premium or interest if there has been any change with respect to the matters set
forth in the below-mentioned Officers' Certificate, the Company will furnish the
Trustee and the Company's principal Paying Agent or Paying Agents, if other than
the Trustee, with an Officers' Certificate instructing the Trustee and such
Paying Agent or Paying Agents whether such payment of principal, premium or
interest on the Securities of that series shall be made to Holders of Securities
of that series or any related coupons who are not United States persons without
withholding for or on account of any tax, assessment or other governmental
charge described in the Securities of the series. If any such withholding shall
be required, then such Officers' Certificate shall specify by country the
amount, if any, required to be withheld on such payments to such Holders of
Securities of that series or related coupons and the Company will pay to the
Trustee or such Paying Agent the Additional Amounts required by the terms of
such Securities. In the event that the Trustee or any Paying Agent, as the case
may be, shall not so receive the above-mentioned certificate, then

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the Trustee or such Paying Agent shall be entitled (i) to assume that no such
withholding or deduction is required with respect to any payment of principal or
interest with respect to any Securities of a series or related coupons until it
shall have received a certificate advising otherwise and (ii) to make all
payments of principal and interest with respect to the Securities of a series or
related coupons without withholding or deductions until otherwise advised. The
Company covenants to indemnify the Trustee and any Paying Agent for, and to hold
them harmless against, any loss, liability or expense reasonably incurred
without negligence or bad faith on their part arising out of or in connection
with actions taken or omitted by any of them in reliance on any Officers'
Certificate furnished pursuant to this Section or in reliance on the Company's
not furnishing such an Officers' Certificate.

                  SECTION 1006 Statement as to Compliance.

                  The Company and, if applicable, each of the Subsidiary
Guarantors will deliver to the Trustee, within 120 days after the end of each
fiscal year, a brief certificate from the principal executive officer, principal
financial officer or principal accounting officer as to his or her knowledge of
the Company's or such Subsidiary Guarantor's, as the case may be, compliance
with all conditions and covenants under this Indenture and, if the Company or
such Subsidiary Guarantor, as the case may be, is in default, specifying all
such defaults and the nature and status thereof of which he or she may have
knowledge. For purposes of this Section 1006, such compliance shall be
determined without regard to any period of grace or requirement of notice under
this Indenture.

                  SECTION 1007 Waiver of Certain Covenants.

                  With respect to the Securities of any series, the Company and
the Subsidiary Guarantors may omit in any particular instance to comply with any
term, provision or condition specified pursuant to Section 301 as being subject
to this Section 1007, if before or after the time for such compliance the
Holders of at least a majority in principal amount of all Outstanding Securities
of such series, by Act of such Holders, waive such compliance in such instance
or generally waive compliance with such term, provision or condition, but no
such waiver shall extend to or affect such term, provision or condition except
to the extent so expressly waived, and, until such waiver shall become
effective, the obligations of the Company and the Subsidiary Guarantors and the
duties of the Trustee in respect of any such term, provision or condition shall
remain in full force and effect.

                                 ARTICLE ELEVEN

                            REDEMPTION OF SECURITIES

                  SECTION 1101 Applicability of Article.

                  Securities of any series which are redeemable before their
Stated Maturity shall be redeemable in accordance with their terms and (except
as otherwise specified as contemplated by Section 301 for Securities of any
series) in accordance with this Article.


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<PAGE>

                  SECTION 1102 Election to Redeem; Notice to Trustee.

                  The election of the Company to redeem any Securities shall be
evidenced by or pursuant to a Board Resolution. In case of any redemption at the
election of the Company of less than all of the Securities of any series, the
Company shall, at least 60 days prior to the Redemption Date fixed by the
Company (unless a shorter notice shall be satisfactory to the Trustee), notify
the Trustee in writing of such Redemption Date and of the principal amount of
Securities of such series to be redeemed. In the case of any redemption of
Securities prior to the expiration of any restriction on such redemption
provided in the terms of such Securities or elsewhere in this Indenture, the
Company shall furnish the Trustee with an Officers' Certificate evidencing
compliance with such restriction.

                  SECTION 1103 Selection by Trustee of Securities to be
Redeemed.

                  If less than all the Securities of any series issued on the
same day with the same terms are to be redeemed, the particular Securities to be
redeemed shall be selected not more than 60 days prior to the Redemption Date by
the Trustee, from the Outstanding Securities of such series issued on such date
with the same terms not previously called for redemption, by such method as the
Trustee shall deem fair and appropriate and which may provide for the selection
for redemption of portions (equal to the minimum authorized denomination for
Securities of that series or any integral multiple thereof) of the principal
amount of Securities of such series of a denomination larger than the minimum
authorized denomination for Securities of that series.

                  The Trustee shall promptly notify the Company and the Security
Registrar (if other than itself) in writing of the Securities selected for
redemption and, in the case of any Securities selected for partial redemption,
the principal amount thereof to be redeemed.

                  For all purposes of this Indenture, unless the context
otherwise requires, all provisions relating to the redemption of Securities
shall relate, in the case of any Security redeemed or to be redeemed only in
part, to the portion of the principal amount of such Security which has been or
is to be redeemed.

                  SECTION 1104 Notice of Redemption.

                  Notice of redemption shall be given in the manner provided in
Section 106, not less than 30 days nor more than 60 days prior to the Redemption
Date, unless a shorter period is specified by the terms of such series
established pursuant to Section 301, to each Holder of Securities to be
redeemed, but failure to give such notice in the manner herein provided to the
Holder of any Security designated for redemption as a whole or in part, or any
defect in the notice to any such Holder, shall not affect the validity of the
proceedings for the redemption of any other such Security or portion thereof.

                  Any notice that is mailed to the Holders of Registered
Securities in the manner herein provided shall be conclusively presumed to have
been duly given, whether or not the Holder receives the notice.

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<PAGE>

                  All notices of redemption shall state:

                  (1) the Redemption Date,

                  (2) the Redemption Price and accrued interest, if any, to the
         Redemption Date payable as provided in Section 1106,

                  (3) if less than all Outstanding Securities of any series are
         to be redeemed, the identification (and, in the case of partial
         redemption, the principal amount) of the particular Security or
         Securities to be redeemed,

                  (4) in case any Security is to be redeemed in part only, the
         notice which relates to such Security shall state that on and after the
         Redemption Date, upon surrender of such Security, the Holder will
         receive, without a charge, a new Security or Securities of authorized
         denominations for the principal amount thereof remaining unredeemed,

                  (5) that on the Redemption Date, the Redemption Price and
         accrued interest, if any, to the Redemption Date payable as provided in
         Section 1106 will become due and payable upon each such Security, or
         the portion thereof, to be redeemed and, if applicable, that interest
         thereon shall cease to accrue on and after said date,

                  (6) the Place or Places of Payment where such Securities,
         together in the case of Bearer Securities with all coupons appertaining
         thereto, if any, maturing after the Redemption Date, are to be
         surrendered for payment of the Redemption Price and accrued interest,
         if any,

                  (7) that the redemption is for a sinking fund, if such is the
         case,

                  (8) that, unless otherwise specified in such notice, Bearer
         Securities of any series, if any, surrendered for redemption must be
         accompanied by all coupons maturing subsequent to the date fixed for
         redemption or the amount of any such missing coupon or coupons will be
         deducted from the Redemption Price, unless security or indemnity
         satisfactory to the Company, the Trustee for such series and any Paying
         Agent is furnished,

                  (9) if Bearer Securities of any series are to be redeemed and
         any Registered Securities of such series are not to be redeemed, and if
         such Bearer Securities may be exchanged for Registered Securities not
         subject to redemption on this Redemption Date pursuant to Section 305
         or otherwise, the last date, as determined by the Company, on which
         such exchanges may be made, and

                  (10) the CUSIP number of such Security, if any.

                  Notice of redemption of Securities to be redeemed shall be
given by the Company or, at the Company's request, by the Trustee in the name
and at the expense of the Company.

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<PAGE>

                  SECTION 1105 Deposit of Redemption Price.

                  On or prior to any Redemption Date, the Company shall deposit
with the Trustee or with a Paying Agent (or, if the Company is acting as its own
Paying Agent, which it may not do in the case of a sinking fund payment under
Article Twelve, segregate and hold in trust as provided in Section 1003) an
amount of money in the Currency in which the Securities of such series are
payable (except as otherwise specified pursuant to Section 301 for the
Securities of such series and except, if applicable, as provided in Sections
312(b), 312(d) and 312(e)) sufficient to pay on the Redemption Date the
Redemption Price of, and (unless otherwise specified pursuant to Section 301)
accrued interest on, all the Securities or portions thereof which are to be
redeemed on that date.

                  SECTION 1106 Securities Payable on Redemption Date.

                  Notice of redemption having been given as aforesaid, the
Securities of any series so to be redeemed shall, on the Redemption Date, become
due and payable at the Redemption Price therein specified in the Currency in
which the Securities of such series are payable (except as otherwise specified
pursuant to Section 301 for the Securities of such series and except, if
applicable, as provided in Sections 312(b), 312(d) and 312(e)) (together with
accrued interest, if any, to the Redemption Date), and from and after such date
(unless the Company shall default in the payment of the Redemption Price and
accrued interest, if any) such Securities shall if the same were
interest-bearing cease to bear interest and the coupons for such interest
appertaining to any Bearer Securities so to be redeemed, except to the extent
provided below, shall be void. Upon surrender of any such Security for
redemption in accordance with said notice, together with all coupons, if any,
appertaining thereto maturing after the Redemption Date, such Security shall be
paid by the Company at the Redemption Price, together with accrued interest, if
any, to the Redemption Date; provided, however, that installments of interest on
Bearer Securities whose Stated Maturity is on or prior to the Redemption Date
shall be payable only at an office or agency located outside the United States
(except as otherwise provided in Section 1002) and, unless otherwise specified
as contemplated by Section 301, only upon presentation and surrender of coupons
for such interest; and provided further that installments of interest on
Registered Securities whose Stated Maturity is prior to (or, if specified
pursuant to Section 301, on) the Redemption Date shall be payable to the Holders
of such Securities, or one or more Predecessor Securities, registered as such at
the close of business on the relevant Record Dates according to their terms and
the provisions of Section 307.

                  If any Bearer Security surrendered for redemption shall not be
accompanied by all appurtenant coupons maturing after the Redemption Date, such
Security may be paid after deducting from the Redemption Price an amount equal
to the face amount of all such missing coupons, or the surrender of such missing
coupon or coupons may be waived by the Company and the Trustee if there be
furnished to them such security or indemnity as they may require to save each of
them and any Paying Agent harmless. If thereafter the Holder of such Security
shall surrender to the Trustee or any Paying Agent any such missing coupon in
respect of which a deduction shall have been made from the Redemption Price,
such Holder shall be entitled to receive the amount so deducted; provided,
however, that interest represented by coupons shall be payable only at an office
or agency located outside the United States (except as otherwise

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<PAGE>

provided in Section 1002) and, unless otherwise specified as contemplated by
Section 301, only upon presentation and surrender of those coupons.

                  If any Security called for redemption shall not be so paid
upon surrender thereof for redemption, the Redemption Price shall, until paid,
bear interest from the Redemption Date at the rate of interest set forth in such
Security or, in the case of an Original Issue Discount Security, at the Yield to
Maturity of such Security.

                  SECTION 1107 Securities Redeemed in Part.

                  Any Registered Security which is to be redeemed only in part
(pursuant to the provisions of this Article or of Article Twelve) shall be
surrendered at a Place of Payment therefor (with, if the Company or the Trustee
so requires, due endorsement by, or a written instrument of transfer in form
satisfactory to the Company and the Trustee duly executed by, the Holder thereof
or his attorney duly authorized in writing) and the Company shall execute and
the Trustee shall authenticate and deliver to the Holder of such Security
without service charge a new Security or Securities of the same series, of any
authorized denomination as requested by such Holder in aggregate principal
amount equal to and in exchange for the unredeemed portion of the principal of
the Security so surrendered. However, if less than all the Securities of any
series with differing issue dates, interest rates and stated maturities are to
be redeemed, the Company in its sole discretion shall select the particular
Securities to be redeemed and shall notify the Trustee in writing thereof at
least 45 days prior to the relevant redemption date.

                                 ARTICLE TWELVE

                                  SINKING FUNDS

                  SECTION 1201 Applicability of Article.

                  The provisions of this Article shall be applicable to any
sinking fund for the retirement of Securities of a series except as otherwise
specified as contemplated by Section 301 for Securities of such series.

                  The minimum amount of any sinking fund payment provided for by
the terms of Securities of any series is herein referred to as a "mandatory
sinking fund payment", and any payment in excess of such minimum amount provided
for by the terms of such Securities of any series is herein referred to as an
"optional sinking fund payment". If provided for by the terms of any Securities
of any series, the cash amount of any mandatory sinking fund payment may be
subject to reduction as provided in Section 1202. Each sinking fund payment
shall be applied to the redemption of Securities of any series as provided for
by the terms of Securities of such series.

                  SECTION 1202 Satisfaction of Sinking Fund Payments with
Securities.

                  Except as otherwise specifically contemplated by Section 301
for Securities of such series, the Company may, in satisfaction of all or any
part of any mandatory sinking fund payment with respect to the Securities of a
series, (1) deliver Outstanding Securities of such

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<PAGE>

series (other than any previously called for redemption) together in the case of
any Bearer Securities of such series with all unmatured coupons appertaining
thereto and (2) apply as a credit Securities of such series which have been
redeemed either at the election of the Company pursuant to the terms of such
Securities or through the application of permitted optional sinking fund
payments pursuant to the terms of such Securities, as provided for by the terms
of such Securities; provided that such Securities so delivered or applied as a
credit have not been previously so credited. Such Securities shall be received
and credited for such purpose by the Trustee at the applicable Redemption Price
specified in such Securities for redemption through operation of the sinking
fund and the amount of such mandatory sinking fund payment shall be reduced
accordingly.

                  SECTION 1203 Redemption of Securities for Sinking Fund.

                  Not less than 60 days prior to each sinking fund payment date
for Securities of any series, the Company will deliver to the Trustee an
Officers' Certificate specifying the amount of the next ensuing mandatory
sinking fund payment for that series pursuant to the terms of that series, the
portion thereof, if any, which is to be satisfied by payment of cash in the
Currency in which the Securities of such series are payable (except as otherwise
specified pursuant to Section 301 for the Securities of such series and except,
if applicable, as provided in Sections 312(b), 312(d) and 312(e)) and the
portion thereof, if any, which is to be satisfied by delivering and crediting
Securities of that series pursuant to Section 1202, and the optional amount, if
any, to be added in cash to the next ensuing mandatory sinking fund payment, and
will also deliver to the Trustee any Securities to be so delivered and credited.
If such Officers' Certificate shall specify an optional amount to be added in
cash to the next ensuing mandatory sinking fund payment, the Company shall
thereupon be obligated to pay the amount therein specified. Not less than 30
days before each such sinking fund payment date the Trustee shall select the
Securities to be redeemed upon such sinking fund payment date in the manner
specified in Section 1103 and cause notice of the redemption thereof to be given
in the name of and at the expense of the Company in the manner provided in
Section 1104. Such notice having been duly given, the redemption of such
Securities shall be made upon the terms and in the manner stated in Sections
1106 and 1107.

                                ARTICLE THIRTEEN

                       REPAYMENT AT THE OPTION OF HOLDERS

SECTION 1301      Applicability of Article.

                  Repayment of Securities of any series before their Stated
Maturity at the option of Holders thereof shall be made in accordance with the
terms of such Securities and (except as otherwise specified by the terms of such
series established pursuant to Section 301) in accordance with this Article.

                  SECTION 1302 Repayment of Securities.

                  Securities of any series subject to repayment in whole or in
part at the option of the Holders thereof will, unless otherwise provided in the
terms of such Securities, be repaid at

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<PAGE>

the Repayment Price thereof, together with interest, if any, thereon accrued to
the Repayment Date specified in or pursuant to the terms of such Securities. The
Company covenants that on or before the Repayment Date it will deposit with the
Trustee or with a Paying Agent (or, if the Company or any Subsidiary or any
Affiliate of any of them is acting as Paying Agent, segregate and hold in trust
as provided in Section 1003) an amount of money in the Currency in which the
Securities of such series are payable (except as otherwise specified pursuant to
Section 301 for the Securities of such series and except, if applicable, as
provided in Sections 312(b), 312(d) and 312(e)) sufficient to pay the Repayment
Price of, and (unless otherwise specified pursuant to Section 301) accrued
interest on, all the Securities or portions thereof, as the case may be, to be
repaid on such date.

                  SECTION 1303 Exercise of Option.

                  Securities of any series subject to repayment at the option of
the Holders thereof will contain an "Option to Elect Repayment" form on the
reverse of such Securities. To be repaid at the option of the Holder, any
Security so providing for such repayment, with the "Option to Elect Repayment"
form on the reverse of such Security duly completed by the Holder (or by the
Holder's attorney duly authorized in writing), must be received by the Company
at the Place of Payment therefor specified in the terms of such Security (or at
such other place or places of which the Company shall from time to time notify
the Holders of such Securities) not earlier than 45 days nor later than 30 days
prior to the Repayment Date. If less than the entire Repayment Price of such
Security is to be repaid in accordance with the terms of such Security, the
portion of the Repayment Price of such Security to be repaid, in increments of
the minimum denomination for Securities of such series, and the denomination or
denominations of the Security or Securities to be issued to the Holder for the
portion of such Security surrendered that is not to be repaid, must be
specified. Any Security providing for repayment at the option of the Holder
thereof may not be repaid in part if, following such repayment, the unpaid
principal amount of such Security would be less than the minimum authorized
denomination of Securities of the series of which such Security to be repaid is
a part. Except as otherwise may be provided by the terms of any Security
providing for repayment at the option of the Holder thereof, exercise of the
repayment option by the Holder shall be irrevocable unless waived by the
Company.

                  SECTION 1304 When Securities Presented for Repayment Become
Due and Payable.

                  If Securities of any series providing for repayment at the
option of the Holders thereof shall have been surrendered as provided in this
Article and as provided by or pursuant to the terms of such Securities, such
Securities or the portions thereof, as the case may be, to be repaid shall
become due and payable and shall be paid by the Company on the Repayment Date
therein specified, and on and after such Repayment Date (unless the Company and,
if applicable, the Subsidiary Guarantors shall default in the payment of such
Securities on such Repayment Date) such Securities shall, if the same were
interest-bearing, cease to bear interest and the coupons for such interest
appertaining to any Bearer Securities so to be repaid, except to the extent
provided below, shall be void. Upon surrender of any such Security for repayment
in accordance with such provisions, together with all coupons, if any,
appertaining thereto maturing after the Repayment Date, the Repayment Price of
such Security so to be repaid shall be paid by

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<PAGE>

the Company, together with accrued interest, if any, to the Repayment Date;
provided, however, that coupons whose Stated Maturity is on or prior to the
Repayment Date shall be payable only at an office or agency located outside the
United States (except as otherwise provided in Section 1002) and, unless
otherwise specified pursuant to Section 301, only upon presentation and
surrender of such coupons; and provided further that installments of interest on
Registered Securities, whose Stated Maturity is prior to (or, if specified
pursuant to Section 301, on) the Repayment Date shall be payable (but without
interest thereon, unless the Company shall default in the payment thereof) to
the Holders of such Securities, or one or more Predecessor Securities,
registered as such at the close of business on the relevant Record Dates
according to their terms and the provisions of Section 307.

                  If any Bearer Security surrendered for repayment shall not be
accompanied by all appurtenant coupons maturing after the Repayment Date, such
Security may be paid after deducting from the amount payable therefor as
provided in Section 1302 an amount equal to the face amount of all such missing
coupons, or the surrender of such missing coupon or coupons may be waived by the
Company and, if applicable, the Subsidiary Guarantors and the Trustee if there
be furnished to them such security or indemnity as they may require to save each
of them and any Paying Agent harmless. If thereafter the Holder of such Security
shall surrender to the Trustee or any Paying Agent any such missing coupon in
respect of which a deduction shall have been made as provided in the preceding
sentence, such Holder shall be entitled to receive the amount so deducted;
provided, however, that interest represented by coupons shall be payable only at
an office or agency located outside the United States (except as otherwise
provided in Section 1002) and, unless otherwise specified as contemplated by
Section 301, only upon presentation and surrender of those coupons.

                  If any Security surrendered for repayment shall not be so
repaid upon surrender thereof, the Repayment Price shall, until paid, bear
interest from the Repayment Date at the rate of interest set forth in such
Security or, in the case of an Original Issue Discount Security, at the Yield to
Maturity of such Security.

                  SECTION 1305 Securities Repaid in Part.

                  Upon surrender of any Registered Security which is to be
repaid in part only, the Company shall execute and the Trustee shall
authenticate and deliver to the Holder of such Security, without service charge
and at the expense of the Company, a new Registered Security or Securities of
the same series, of any authorized denomination specified by the Holder, in an
aggregate principal amount equal to and in exchange for the portion of the
principal of such Security so surrendered which is not to be repaid.

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                                ARTICLE FOURTEEN

                       DEFEASANCE AND COVENANT DEFEASANCE

                  SECTION 1401 Applicability of Article; Company's Option to
Effect Defeasance or Covenant Defeasance.

                  If pursuant to Section 301 provision is made for either or
both of (a) defeasance of the Securities of or within a series under Section
1402 or (b) covenant defeasance of the Securities of or within a series under
Section 1403, then the provisions of such Section or Sections, as the case may
be, together with the other provisions of this Article (with such modifications
thereto as may be specified pursuant to Section 301 with respect to any
Securities), shall be applicable to such Securities and any coupons appertaining
thereto, and the Company may at its option by Board Resolution, at any time,
with respect to such Securities and any coupons appertaining thereto, elect to
have Section 1402 (if applicable) or Section 1403 (if applicable) be applied to
such Outstanding Securities and any coupons appertaining thereto upon compliance
with the conditions set forth below in this Article.

                  SECTION 1402 Defeasance and Discharge.

                  Upon the Company's exercise of the above option applicable to
this Section with respect to any Securities of or within a series, the Company
and, if applicable, the Subsidiary Guarantors shall each be deemed to have been
discharged from its obligations with respect to such Outstanding Securities and
any coupons appertaining thereto on the date the conditions set forth in Section
1404 are satisfied (hereinafter, "defeasance"). For this purpose, such
defeasance means that the Company shall be deemed to have paid and discharged
the entire indebtedness represented by such Outstanding Securities and any
coupons appertaining thereto, which shall thereafter be deemed to be
"Outstanding" only for the purposes of Section 1405 and the other Sections of
this Indenture referred to in clauses (A) and (B) of this Section, and to have
satisfied all its other obligations under such Securities and any coupons
appertaining thereto and this Indenture insofar as such Securities and any
coupons appertaining thereto are concerned (and the Trustee, at the expense of
the Company, shall execute proper instruments acknowledging the same), except
for the following which shall survive until otherwise terminated or discharged
hereunder: (A) the rights of Holders of such Outstanding Securities and any
coupons appertaining thereto to receive, solely from the trust fund described in
Section 1404 and as more fully set forth in such Section, payments in respect of
the principal of (and premium, if any) and interest, if any, on such Securities
and any coupons appertaining thereto when such payments are due, (B) the
obligations of the Company and, to the extent applicable, the Subsidiary
Guarantors with respect to such Securities under Sections 305, 306, 1002 and
1003 and with respect to the payment of Additional Amounts, if any, on such
Securities as contemplated by Section 1004 with respect to the rights, if any,
of the holders of such Securities to require the Company and, to the extent
applicable, the Subsidiary Guarantors to repay such Securities as contemplated
by Article Thirteen and with respect to the rights, if any, of holders to
convert or exchange such Securities into other Securities, (C) the rights,
powers, trusts, duties and immunities of the Trustee hereunder and (D) this
Article. Subject to compliance with this Article Fourteen, the Company may
exercise its option under this Section notwithstanding the prior exercise of its
option under Section 1403 with respect to such Securities and any coupons
appertaining thereto.

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<PAGE>

                  SECTION 1403 Covenant Defeasance.

                  Upon the Company's exercise of the above option applicable to
this Section with respect to any Securities of or within a series, the Company
and, if applicable, the Subsidiary Guarantors shall each be released from its
obligations under Section 1005 if specified pursuant to Section 301, its
obligations under any other covenant, with respect to such Outstanding
Securities and any coupons appertaining thereto on and after the date the
conditions set forth in Section 1404 are satisfied (hereinafter, "covenant
defeasance"), and such Securities and any coupons appertaining thereto shall
thereafter be deemed to be 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 [any restrictive covenants that may be inserted], or
such other covenant, but shall continue to be deemed "Outstanding" for all other
purposes hereunder. For this purpose, such covenant defeasance means that, with
respect to such Outstanding Securities and any coupons appertaining thereto, the
Company and the Subsidiary Guarantors may omit to comply with and shall have no
liability in respect of any term, condition or limitation set forth in any such
Section or such other covenant, whether directly or indirectly, by reason of any
reference elsewhere herein to any such Section or such other covenant or by
reason of reference in any such Section or such other 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 501(4) or 501(7) or
otherwise except as specified in accordance with Section 301, as the case may
be, but, except as specified above, the remainder of this Indenture and such
Securities and any coupons appertaining thereto shall be unaffected thereby.

                  SECTION 1404 Conditions to Defeasance or Covenant Defeasance.

                  The following shall be the conditions to application of
Section 1402 or Section 1403 to any Outstanding Securities of or within a series
and any coupons appertaining thereto:

                  (a) The Company shall irrevocably have deposited or caused to
         be deposited with the Trustee (or another trustee satisfying the
         requirements of Section 607 who shall agree to comply with the
         provisions of this Article Fourteen applicable to it) as trust funds in
         trust for the purpose of making the following payments, specifically
         pledged as security for, and dedicated solely to, the benefit of the
         Holders of such Securities and any coupons appertaining thereto, (1) an
         amount (in such Currency in which such Securities and any coupons
         appertaining thereto are then specified as payable at Stated Maturity),
         or (2) Government Obligations applicable to such Securities and coupons
         appertaining thereto (determined on the basis of the Currency in which
         such Securities and coupons appertaining thereto are then specified as
         payable at Stated Maturity) which through the scheduled payment of
         principal and interest in respect thereof in accordance with their
         terms will provide, not later than one day before the due date of any
         payment of principal of (and premium, if any) and interest, if any, on
         such Securities and any coupons appertaining thereto, money in an
         amount, or (3) a combination thereof in an amount, sufficient, in the
         opinion of a nationally recognized firm of independent public
         accountants or nationally recognized independent investment banking
         firm expressed in a written certification thereof delivered to the
         Trustee, to pay and discharge, and which shall be applied by the
         Trustee (or other qualifying trustee) to pay and discharge, (i) the
         principal of (and premium, if any) and interest, if any, on such
         Outstanding Securities and

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<PAGE>

         any coupons appertaining thereto on the Stated Maturity of such
         principal or installment of principal or interest and (ii) any
         mandatory sinking fund payments or analogous payments applicable to
         such Outstanding Securities and any coupons appertaining thereto on the
         day on which such payments are due and payable in accordance with the
         terms of this Indenture and of such Securities and any coupons
         appertaining thereto.

                  (b) Such 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 is a
         party or by which it is bound.

                  (c) No Default or Event of Default with respect to such
         Securities and any coupons appertaining thereto shall have occurred and
         be continuing on the date of such deposit or, insofar as Sections
         501(5) and 501(6) are concerned, at any time during the period ending
         on the 91st day after the date of such deposit (it being understood
         that this condition shall not be deemed satisfied until the expiration
         of such period).

                  (d) In the case of an election under Section 1402, the Company
         shall have delivered to the Trustee an Opinion of Counsel stating that
         (i) the Company has received from, or there has been published by, the
         Internal Revenue Service a ruling, or (ii) since the date of execution
         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 shall confirm that, the Holders of such Outstanding
         Securities and any coupons appertaining thereto will not recognize
         income, gain or loss for Federal income tax purposes as a result of
         such 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 defeasance had not occurred.

                  (e) In the case of an election under Section 1403, the Company
         shall have delivered to the Trustee an Opinion of Counsel to the effect
         that the Holders of such Outstanding Securities and any coupons
         appertaining thereto 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.

                  (f) The Company shall have delivered to the Trustee an
         Officers' Certificate and an Opinion of Counsel, each stating that all
         conditions precedent to the defeasance under Section 1402 or the
         covenant defeasance under Section 1403 (as the case may be) have been
         complied with and an Opinion of Counsel to the effect that either (i)
         as a result of a deposit pursuant to subsection (a) above and the
         related exercise of the Company's option under Section 1402 or Section
         1403 (as the case may be), registration is not required under the
         Investment Company Act of 1940, as amended, by the Company, with
         respect to the trust funds representing such deposit or by the trustee
         for such trust funds or (ii) all necessary registrations under said Act
         have been effected.

                  (g) Notwithstanding any other provisions of this Section, such
         defeasance or covenant defeasance shall be effected in compliance with
         any additional or substitute

                                       81
<PAGE>

         terms, conditions or limitations which may be imposed on the Company in
         connection therewith pursuant to Section 301.

                  SECTION 1405 Deposited Money and Government Obligations to Be
Held in Trust; Other Miscellaneous Provisions.

                  Subject to the provisions of the last paragraph of Section
1003, all money and Government Obligations (or other property as may be provided
pursuant to Section 301) (including the proceeds thereof) deposited with the
Trustee (or other qualifying trustee, collectively for purposes of this Section
1405, the "Trustee") pursuant to Section 1404 in respect of any Outstanding
Securities of any series and any coupons appertaining thereto shall be held in
trust and applied by the Trustee, in accordance with the provisions of such
Securities and any coupons appertaining thereto and this Indenture, to the
payment, either directly or through any Paying Agent (including the Company
acting as its own Paying Agent) as the Trustee may determine, to the Holders of
such Securities and any coupons appertaining thereto of all sums due and to
become due thereon in respect of principal (and premium, if any) and interest,
if any, but such money need not be segregated from other funds except to the
extent required by law.

                  Unless otherwise specified with respect to any Security
pursuant to Section 301, if, after a deposit referred to in Section 1404(a) has
been made, (a) the Holder of a Security in respect of which such deposit was
made is entitled to, and does, elect pursuant to Section 312(b) or the terms of
such Security to receive payment in a Currency other than that in which the
deposit pursuant to Section 1404(a) has been made in respect of such Security,
or (b) a Conversion Event occurs as contemplated in Section 312(d) or 312(e) or
by the terms of any Security in respect of which the deposit pursuant to Section
1404(a) has been made, the indebtedness represented by such Security and any
coupons appertaining thereto shall be deemed to have been, and will be, fully
discharged and satisfied through the payment of the principal of (and premium,
if any) and interest, if any, on such Security as the same becomes due out of
the proceeds yielded by converting (from time to time as specified below in the
case of any such election) the amount or other property deposited in respect of
such Security into the Currency in which such Security becomes payable as a
result of such election or Conversion Event based on the applicable Market
Exchange Rate for such Currency in effect on the second Business Day prior to
each payment date, except, with respect to a Conversion Event, for such Currency
in effect (as nearly as feasible) at the time of the Conversion Event.

                  The Company shall pay and indemnify the Trustee against any
tax, fee or other charge imposed on or assessed against the Government
Obligations deposited pursuant to Section 1404 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 such Outstanding Securities and any
coupons appertaining thereto.

                  Anything in this Article to the contrary notwithstanding, the
Trustee shall deliver or pay to the Company from time to time upon Company
Request any money or Government Obligations (or other property and any proceeds
therefrom) held by it as provided in Section 1404 which, in the opinion of a
nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, are in excess of the
amount

                                       82
<PAGE>

thereof which would then be required to be deposited to effect a defeasance or
covenant defeasance, as applicable, in accordance with this Article.

                                ARTICLE FIFTEEN

                        MEETINGS OF HOLDERS OF SECURITIES

                  SECTION 1501 Purposes for Which Meetings May Be Called.

                  If Securities of a series are issuable as Bearer Securities, a
meeting of Holders of Securities of such series may be called at any time and
from time to time pursuant to this Article to make, give or take any request,
demand, authorization, direction, notice, consent, waiver or other action
provided by this Indenture to be made, given or taken by Holders of Securities
of such series.

                  SECTION 1502 Call, Notice and Place of Meetings.

                  The Company may at any time call a meeting of Holders of
Securities of any series for any purpose specified in Section 1501, to be held
at such time and at such place in the Borough of Manhattan, The City of New York
or in London as the Company shall determine. Notice of every meeting of Holders
of Securities of any series, setting forth the time and the place of such
meeting and in general terms the action proposed to be taken at such meeting,
shall be given, in the manner provided in Section 106, not less than 21 nor more
than 180 days prior to the date fixed for the meeting.

                  SECTION 1503 Persons Entitled to Vote at Meetings.

                  To be entitled to vote at any meeting of Holders of Securities
of any series, a Person shall be (1) a Holder of one or more Outstanding
Securities of such series, or (2) a Person appointed by an instrument in writing
as proxy for a Holder or Holders of one or more Outstanding Securities of such
series by such Holder or Holders. The only Persons who shall be entitled to be
present or to speak at any meeting of Holders of Securities of any series shall
be the Persons entitled to vote at such meeting and their counsel, any
representatives of the Trustee and its counsel and any representatives of the
Company and its counsel.

                  SECTION 1504 Quorum; Action.

                  The Persons entitled to vote a majority in principal amount of
the Outstanding Securities of a series shall constitute a quorum for a meeting
of Holders of Securities of such series; provided, however, that if any action
is to be taken at such meeting with respect to a consent or waiver which this
Indenture expressly provides may be given by the Holders of not less than a
specified percentage in principal amount of the Outstanding Securities of a
series, the Persons entitled to vote such specified percentage in principal
amount of the Outstanding Securities of such series shall constitute a quorum.
In the absence of a quorum within 30 minutes of the time appointed for any such
meeting, the meeting shall, if convened at the request of Holders of Securities
of such series, be dissolved. In any other case the meeting may be adjourned for
a period of not less than 10 days as determined by the chairman of the meeting

                                       83
<PAGE>

prior to the adjournment of such meeting. In the absence of a quorum at any such
adjourned meeting, such adjourned meeting may be further adjourned for a period
of not less than 10 days as determined by the chairman of the meeting prior to
the adjournment of such adjourned meeting. Notice of the reconvening of any
adjourned meeting shall be given as provided in Section 1502(a), except that
such notice need be given only once not less than five days prior to the date on
which the meeting is scheduled to be reconvened. Notice of the reconvening of
any adjourned meeting shall state expressly the percentage, as provided above,
of the principal amount of the Outstanding Securities of such series which shall
constitute a quorum.

                  Except as limited by the proviso to Section 902, any
resolution presented to a meeting or adjourned meeting duly reconvened at which
a quorum is present as aforesaid may be adopted by the affirmative vote of the
Holders of a majority in principal amount of the Outstanding Securities of that
series; provided, however, that, except as limited by the proviso to Section
902, any resolution with respect to any request, demand, authorization,
direction, notice, consent, waiver or other action which this Indenture
expressly provides may be made, given or taken by the Holders of a specified
percentage, which is less than a majority, in principal amount of the
Outstanding Securities of a series may be adopted at a meeting or an adjourned
meeting duly reconvened and at which a quorum is present as aforesaid by the
affirmative vote of the Holders of such specified percentage in principal amount
of the Outstanding Securities of that series.

                  Any resolution passed or decision taken at any meeting of
Holders of Securities of any series duly held in accordance with this Section
shall be binding on all the Holders of Securities of such series and the related
coupons, whether or not present or represented at the meeting.

                  Notwithstanding the foregoing provisions of this Section 1504,
if any action is to be taken at a meeting of Holders of Securities of any series
with respect to any request, demand, authorization, direction, notice, consent,
waiver or other action that this Indenture expressly provides may be made, given
or taken by the Holders of a specified percentage in principal amount of all
Outstanding Securities affected thereby, or of the Holders of such series and
one or more additional series:

                  (A) there shall be no minimum quorum requirement for such
         meeting; and

                  (B) the principal amount of the Outstanding Securities of such
         series that vote in favor of such request, demand, authorization,
         direction, notice, consent, waiver or other action shall be taken into
         account in determining whether such request, demand, authorization,
         direction, notice, consent, waiver or other action has been made, given
         or taken under this Indenture.

                  SECTION 1505 Determination of Voting Rights; Conduct and
Adjournment of Meetings.

                  (a) Notwithstanding any provisions of this Indenture, the
Company may make such reasonable regulations as it may deem advisable for any
meeting of Holders of Securities of a series in regard to proof of the holding
of Securities of such series and of the appointment of

                                       84
<PAGE>

proxies and in regard to the appointment and duties of inspectors of votes, the
submission and examination of proxies, certificates and other evidence of the
right to vote, and such other matters concerning the conduct of the meeting as
it shall deem appropriate. Except as otherwise permitted or required by any such
regulations, the holding of Securities shall be proved in the manner specified
in Section 104 and the appointment of any proxy shall be proved in the manner
specified in Section 104 or by having the signature of the Person executing the
proxy witnessed or guaranteed by any trust company, bank or banker authorized by
Section 104 to certify to the holding of Bearer Securities. Such regulations may
provide that written instruments appointing proxies, regular on their face, may
be presumed valid and genuine without the proof specified in Section 104 or
other proof.

                  (b) The Company shall, by an instrument in writing appoint a
temporary chairman of the meeting, unless the meeting shall have been called by
Holders of Securities as provided in Section 1502(b), in which case the Holders
of Securities of the series calling the meeting shall in like manner appoint a
temporary chairman. A permanent chairman and a permanent secretary of the
meeting shall be elected by vote of the Persons entitled to vote a majority in
principal amount of the Outstanding Securities of such series represented at the
meeting.

                  (c) At any meeting each Holder of a Security of such series or
proxy shall be entitled to one vote for each $1,000 principal amount of the
Outstanding Securities of such series held or represented by him; provided,
however, that no vote shall be cast or counted at any meeting in respect of any
Security challenged as not Outstanding and ruled by the chairman of the meeting
to be not Outstanding. The chairman of the meeting shall have no right to vote,
except as a Holder of a Security of such series or proxy.

                  (d) Any meeting of Holders of Securities of any series duly
called pursuant to Section 1502 at which a quorum is present may be adjourned
from time to time by Persons entitled to vote a majority in principal amount of
the Outstanding Securities of such series represented at the meeting, and the
meeting may be held as so adjourned without further notice.

                  SECTION 1506 Counting Votes and Recording Action of Meetings.

                  The vote upon any resolution submitted to any meeting of
Holders of Securities of any series shall be by written ballots on which shall
be subscribed the signatures of the Holders of Securities of such series or of
their representatives by proxy and the principal amounts and serial numbers of
the Outstanding Securities of such series held or represented by them. The
permanent chairman of the meeting shall appoint two inspectors of votes who
shall count all votes cast at the meeting for or against any resolution and who
shall make and file with the secretary of the meeting their verified written
reports in duplicate of all votes cast at the meeting. A record, at least in
duplicate, of the proceedings of each meeting of Holders of Securities of any
Series shall be prepared by the secretary of the meeting and there shall be
attached to said record the original reports of the inspectors of votes on any
vote by ballot taken thereat and affidavits by one or more persons having
knowledge of the fact, setting forth a copy of the notice of the meeting and
showing that said notice was given as provided in Section 1502 and, if
applicable, Section 1504. Each copy shall be signed and verified by the
affidavits of the permanent chairman and secretary of the meeting and one such
copy shall be delivered to the Company and another to the Trustee to be
preserved by the Trustee, the former to have attached thereto the

                                       85
<PAGE>

ballots voted at the meeting. Any record so signed and verified shall be
conclusive evidence of the matters therein stated.

                                ARTICLE SIXTEEN

                                   GUARANTEES

                  SECTION 1601 Guarantees.

                  If Securities of or within a series are specified, as
contemplated by Section 301, to be guaranteed by the Subsidiary Guarantors, then
each of the Subsidiary Guarantors hereby fully and unconditionally guarantees,
jointly and severally, to each Holder of any such Security which is
authenticated and delivered by the Trustee and to each Holder of any coupon
appertaining to any such Security, if any, and to the Trustee on behalf of each
such Holder, the due and punctual payment of the principal of (and premium, if
any, on) and interest (including, in case of default, interest on principal and,
to the extent permitted by applicable law, on overdue interest and including any
additional interest required to be paid according to the terms of any such
Security or any coupon appertaining thereto), if any, on each such Security, and
the due and punctual payment of any sinking fund payment (or analogous
obligation), if any, provided for with respect to any such Security, when and as
the same shall become due and payable, whether at Stated Maturity, upon
redemption, upon acceleration, upon tender for repayment at the option of any
Holder or otherwise, according to the terms thereof and of this Indenture,
including, without limitation, the payment of any Additional Amounts, if any,
provided for with respect to any such Security as described under Section 1005
hereof (the "Guarantor Obligations"). In case of the failure of the Company or
any successor thereto punctually to pay any such principal, premium, interest or
sinking fund payment, each of the Subsidiary Guarantors hereby agrees to cause
any such payment to be made punctually when and as the same shall become due and
payable, whether at Stated Maturity, upon redemption, upon declaration of
acceleration, upon tender for repayment at the option of any Holder or
otherwise, as if such payment were made by the Company.

                  Each of the Subsidiary Guarantors hereby agrees that its
Guarantor Obligations hereunder shall be as if it were principal debtor and not
merely surety and shall be absolute and unconditional, irrespective of the
identity of the Company, the validity, regularity or enforceability of any such
Security or coupon appertaining thereto or this Indenture, the absence of any
action to enforce the same, any waiver or consent by the Holder of any such
Security or coupon appertaining thereto with respect to any provisions thereof,
the recovery of any judgment against the Company or any action to enforce the
same, or any other circumstance which might otherwise constitute a legal or
equitable discharge or defense of a Subsidiary Guarantor. Each of the Subsidiary
Guarantors hereby waives diligence, presentment, demand of payment, filing of
claims with a court in the event of insolvency or bankruptcy of the Company, any
right to require a proceeding first against the Company, protest, notice and all
demands whatsoever and covenants that its Subsidiary Guarantee will not be
discharged except by complete performance of its obligations contained in any
such Security or coupon appertaining thereto and in its Subsidiary Guarantee.

                                       86
<PAGE>

                  If the Trustee or the Holder of any Security or any coupon
appertaining thereto is required by any court or otherwise to return to the
Company or any Subsidiary Guarantor, or any custodian, receiver, liquidator,
assignee, trustee, sequestrator or other similar official acting in relation to
the Company or such Subsidiary Guarantor, any amount paid to the Trustee or such
Holder in respect of a Security or any coupons appertaining thereto, the related
Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated
in full force and effect. Each of the Subsidiary Guarantors further agrees, to
the fullest extent that it may lawfully do so, that, as between such Subsidiary
Guarantor, on the one hand, and the Holders and the Trustee, on the other hand,
the maturity of the obligations guaranteed hereby may be accelerated as provided
in Article Five hereof for the purposes of this Subsidiary Guarantee,
notwithstanding any stay, injunction or other prohibition extant under any
applicable bankruptcy law preventing such acceleration in respect of the
obligations guaranteed hereby.

                  Each of the Subsidiary Guarantors shall be subrogated to all
rights of the Holders of the Securities of a series (and of any coupons
appertaining thereto) against the Company in respect of any amounts paid by such
Subsidiary Guarantor on account of such Securities or any coupons appertaining
thereto or this Indenture; provided, however, that such Subsidiary Guarantor
shall not be entitled to enforce or to receive any payments arising out of, or
based upon, such right of subrogation until the principal of (and premium, if
any, on) and interest, if any, on all Securities of such series shall have been
indefeasibly paid in full.

                  SECTION 1602 Execution and Delivery of Guarantees.

                  To evidence the Subsidiary Guarantees with respect to
Securities of or within any series that are specified, as contemplated by
Section 301, to be guaranteed by the Subsidiary Guarantors, each of the
Subsidiary Guarantors hereby agrees to execute its Subsidiary Guarantee, in a
form established pursuant to Section 201, to be endorsed on each Security of
such series authenticated and delivered by the Trustee. Each such Subsidiary
Guarantee shall be executed on behalf of such Subsidiary Guarantor by its
Chairman of the Board, the Chief Executive Officer, the Chief Operating Officer,
the Financial Officer, or its President, or one of its Executive Vice Presidents
or Vice Presidents, or by its Treasurer or one of its Assistant Treasurers and
attested by its Secretary or one of its Assistant Secretaries. The signature of
any of these officers on the Subsidiary Guarantees may be manual or facsimile.

                  Any Subsidiary Guarantee bearing the manual or facsimile
signatures of the individuals who were the proper officers of any Subsidiary
Guarantor shall bind such Subsidiary Guarantor, notwithstanding that such
individuals or any of them have ceased to hold such offices prior to the
authentication and delivery of the Securities upon which such Subsidiary
Guarantee are endorsed or did not hold such offices at the date of such
Securities.

                  The delivery of any Securities by the Trustee, after the
authentication thereof hereunder, shall constitute due delivery of the
Subsidiary Guarantees endorsed thereon on behalf of the Subsidiary Guarantors.
Each of the Subsidiary Guarantors hereby agrees that its Subsidiary Guarantee
set forth in this Article Thirteen shall remain in full force and effect
notwithstanding any failure to endorse on each Security a notation of such
Subsidiary Guarantee.

                                       87
<PAGE>

                  SECTION 1603 Limitation of Guarantor's Liability.

                  Each of the Subsidiary Guarantors, and by its acceptance of a
Security each Holder, hereby confirms that it is the intention of all such
parties that in no event shall any Guarantor Obligations under the Subsidiary
Guarantees constitute or result in a fraudulent transfer or conveyance for
purposes of, or result in a violation of, any United States federal, or
applicable United States state, fraudulent transfer or conveyance or similar
law. To effectuate the foregoing intention, in the event that the Guarantor
Obligations of any Subsidiary Guarantor in respect of the Securities of any
series would, but for this sentence, constitute or result in such a fraudulent
transfer or conveyance or violation, then the liability of such Subsidiary
Guarantor under its Subsidiary Guarantee in respect of the Securities of such
series shall be reduced to the extent necessary to eliminate such fraudulent
transfer or conveyance or violation under the applicable fraudulent transfer or
conveyance or similar law.

                                    * * * * *



                                       88

<PAGE>


                  This Indenture may be executed in any number of counterparts,
each of which so executed shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same Indenture.

                  IN WITNESS WHEREOF, the parties hereto have caused this
Indenture to be duly executed, and their respective corporate seals to be
hereunto affixed and attested, all as of the day and year first above written.

                                           QUEST DIAGNOSTICS INCORPORATED


                                           By  /s/  Joseph P. Manory
                                             -----------------------------------
                                             Name:  Joseph P. Manory
                                             Title: Vice President and Treasurer

Attest:

/s/ Leo C. Farrenkopf, Jr.
------------------------------------
Name:   Leo C. Farrenkopf, Jr.
Title:  Secretary

                                           QUEST DIAGNOSTICS HOLDINGS
                                             INCORPORATED


                                           By  /s/  Joseph P. Manory
                                             -----------------------------------
                                             Name:  Joseph P. Manory
                                             Title: Vice President and Treasurer

Attest:

/s/ Leo C. Farrenkopf, Jr.
------------------------------------
Name:   Leo C. Farrenkopf, Jr.
Title:  Secretary

                                           QUEST DIAGNOSTICS CLINICAL
                                             LABORATORIES, INC.


                                           By  /s/  Joseph P. Manory
                                             -----------------------------------
                                             Name:  Joseph P. Manory
                                             Title: Vice President and Treasurer

Attest:

/s/ Leo C. Farrenkopf, Jr.
------------------------------------
Name:   Leo C. Farrenkopf, Jr.
Title:  Secretary


                                       89
<PAGE>

                                           QUEST DIAGNOSTICS INCORPORATED (CA)


                                           By  /s/  Joseph P. Manory
                                             -----------------------------------
                                             Name:  Joseph P. Manory
                                             Title: Vice President and Treasurer

Attest:

/s/ Leo C. Farrenkopf, Jr.
------------------------------------
Name:   Leo C. Farrenkopf, Jr.
Title:  Secretary

                                           QUEST DIAGNOSTICS INCORPORATED (MD)


                                           By  /s/  Joseph P. Manory
                                             -----------------------------------
                                             Name:  Joseph P. Manory
                                             Title: Vice President and Treasurer

Attest:

/s/ Leo C. Farrenkopf, Jr.
------------------------------------
Name:   Leo C. Farrenkopf, Jr.
Title:  Secretary

                                           QUEST DIAGNOSTICS LLC


                                           By  /s/  Joseph P. Manory
                                             -----------------------------------
                                             Name:  Joseph P. Manory
                                             Title: Vice President and Treasurer

Attest:

/s/ Leo C. Farrenkopf, Jr.
------------------------------------
Name:   Leo C. Farrenkopf, Jr.
Title:  Secretary


                                       90
<PAGE>

                                           QUEST DIAGNOSTICS INCORPORATED (MI)


                                           By  /s/  Joseph P. Manory
                                             -----------------------------------
                                             Name:  Joseph P. Manory
                                             Title: Vice President and Treasurer

Attest:

/s/ Leo C. Farrenkopf, Jr.
------------------------------------
Name:   Leo C. Farrenkopf, Jr.
Title:  Secretary


                                           QUEST DIAGNOSTICS INCORPORATED (CT)


                                           By  /s/  Joseph P. Manory
                                             -----------------------------------
                                             Name:  Joseph P. Manory
                                             Title: Vice President and Treasurer

Attest:

/s/ Leo C. Farrenkopf, Jr.
------------------------------------
Name:   Leo C. Farrenkopf, Jr.
Title:  Secretary

                                           QUEST DIAGNOSTICS INCORPORATED (MA)


                                           By  /s/  Joseph P. Manory
                                             -----------------------------------
                                             Name:  Joseph P. Manory
                                             Title: Vice President and Treasurer

Attest:

/s/ Leo C. Farrenkopf, Jr.
------------------------------------
Name:   Leo C. Farrenkopf, Jr.
Title:  Secretary



                                       91
<PAGE>


                                           QUEST DIAGNOSTICS OF PENNSYLVANIA
                                             INC.


                                           By  /s/  Joseph P. Manory
                                             -----------------------------------
                                             Name:  Joseph P. Manory
                                             Title: Vice President and Treasurer

Attest:

/s/ Leo C. Farrenkopf, Jr.
------------------------------------
Name:   Leo C. Farrenkopf, Jr.
Title:  Secretary


                                           QUEST DIAGNOSTICS INCORPORATED (OH)


                                           By  /s/  Joseph P. Manory
                                             -----------------------------------
                                             Name:  Joseph P. Manory
                                             Title: Vice President and Treasurer

Attest:

/s/ Leo C. Farrenkopf, Jr.
------------------------------------
Name:   Leo C. Farrenkopf, Jr.
Title:  Secretary


                                           METWEST INC.


                                           By  /s/  Joseph P. Manory
                                             -----------------------------------
                                             Name:  Joseph P. Manory
                                             Title: Vice President and Treasurer

Attest:

/s/ Leo C. Farrenkopf, Jr.
------------------------------------
Name:   Leo C. Farrenkopf, Jr.
Title:  Secretary


                                       92
<PAGE>

                                           NICHOLS INSTITUTE DIAGNOSTICS


                                           By  /s/  Joseph P. Manory
                                             -----------------------------------
                                             Name:  Joseph P. Manory
                                             Title: Vice President and Treasurer

Attest:

/s/ Leo C. Farrenkopf, Jr.
------------------------------------
Name:   Leo C. Farrenkopf, Jr.
Title:  Secretary


                                           DPD HOLDINGS, INC.


                                           By  /s/  Joseph P. Manory
                                             -----------------------------------
                                             Name:  Joseph P. Manory
                                             Title: Vice President and Treasurer

Attest:

/s/ Leo C. Farrenkopf, Jr.
------------------------------------
Name:   Leo C. Farrenkopf, Jr.
Title:  Secretary


                                           DIAGNOSTICS REFERENCE SERVICES INC.


                                           By  /s/  Joseph P. Manory
                                             -----------------------------------
                                             Name:  Joseph P. Manory
                                             Title: Vice President and Treasurer

Attest:

/s/ Leo C. Farrenkopf, Jr.
------------------------------------
Name:   Leo C. Farrenkopf, Jr.
Title:  Secretary


                                       93
<PAGE>

                                           LABORATORY HOLDINGS INCORPORATED


                                           By  /s/  Joseph P. Manory
                                             -----------------------------------
                                             Name:  Joseph P. Manory
                                             Title: Vice President and Treasurer

Attest:

/s/ Leo C. Farrenkopf, Jr.
------------------------------------
Name:   Leo C. Farrenkopf, Jr.
Title:  Secretary


                                           QUEST DIAGNOSTICS INVESTMENTS
                                             INCORPORATED


                                           By  /s/  Stephen Calamari
                                             -----------------------------------
                                             Name:  Stephen Calamari
                                             Title: Treasurer

Attest:

/s/ Leo C. Farrenkopf, Jr.
------------------------------------
Name:   Leo C. Farrenkopf, Jr.
Title:  Secretary


                                           QUEST DIAGNOSTICS FINANCE
                                             INCORPORATED


                                           By  /s/  Stephen Calamari
                                             -----------------------------------
                                             Name:  Stephen Calamari
                                             Title: Treasurer

Attest:

/s/ Leo C. Farrenkopf, Jr.
------------------------------------
Name:   Leo C. Farrenkopf, Jr.
Title:  Secretary


                                       94
<PAGE>

                                           PATHOLOGY BUILDING PARTNERSHIP

                                           By Quest Diagnostics Incorporated
                                               (MD), General Partner.


                                           By  /s/  Joseph P. Manory
                                             -----------------------------------
                                             Name:  Joseph P. Manory
                                             Title: Vice President and Treasurer

Attest:

/s/ Leo C. Farrenkopf, Jr.
------------------------------------
Name:   Leo C. Farrenkopf, Jr.
Title:  Secretary


                                           THE BANK OF NEW YORK
                                             as Trustee

                                           By  /s/  Marie E. Trimboli
                                             -----------------------------------
                                             Name:  Marie E. Trimboli
                                             Title: Assistant Vice President



Attest:

/s/ William J. Cassels
------------------------------------
Name:    William J. Cassels
Title:

                                       95
<PAGE>


                                    EXHIBIT A

                              FORMS OF CERTIFICATES



<PAGE>


                                   EXHIBIT A-1

               FORM OF CERTIFICATE TO BE GIVEN BY PERSON ENTITLED
                TO RECEIVE BEARER SECURITY OR TO OBTAIN INTEREST
                       PAYABLE PRIOR TO THE EXCHANGE DATE

                                   CERTIFICATE

     [Insert title or sufficient description of Securities to be delivered]

                  This is to certify that, as of the date hereof, and except as
set forth below, the above-captioned Securities held by you for our account (i)
are owned by person(s) that are not citizens or residents of the United States,
domestic partnerships, domestic corporations or any estate or trust the income
of which is subject to United States federal income taxation regardless of its
source ("United States person(s)"), (ii) are owned by United States person(s)
that are (a) foreign branches of United States financial institutions (financial
institutions, as defined in United States Treasury Regulations Section
1.165-12(c)(1)(v) are herein referred to as "financial institutions") purchasing
for their own account or for resale, or (b) United States person(s) who acquired
the Securities through foreign branches of United States financial institutions
and who hold the Securities through such United States financial institutions on
the date hereof (and in either case (a) or (b), each such United States
financial institution hereby agrees, on its own behalf or through its agent,
that you may advise John Deere Capital Corporation or its agent that such
financial institution will comply with the requirements of Section 165(j)(3)(A),
(B) or (C) of the United States Internal Revenue Code of 1986, as amended, and
the regulations thereunder), or (iii) are owned by United States or foreign
financial institution(s) for purposes of resale during the restricted period (as
defined in United States Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)),
and, in addition, if the owner is a United States or foreign financial
institution described in clause (iii) above (whether or not also described in
clause (i) or (ii)), this is to further certify that such financial institution
has not acquired the Securities for purposes of resale directly or indirectly to
a United States person or to a person within the United States or its
possessions.

                  As used herein, "United States" means the United States of
America (including the States and the District of Columbia); and its
"possessions" include Puerto Rico, the U.S. Virgin Islands, Guam, American
Samoa, Wake Island and the Northern Mariana Islands.

                  We undertake to advise you promptly by tested telex on or
prior to the date on which you intend to submit your certification relating to
the above-captioned Securities held by you for our account in accordance with
your Operating Procedures if any applicable statement herein is not correct on
such date, and in the absence of any such notification it may be assumed that
this certification applies as of such date.

                  This certificate excepts and does not relate to [U.S.$]
______________ of such interest in the above-captioned Securities in respect of
which we are not able to certify and as to which we understand an exchange for
an interest in a Permanent Global Security or an exchange for and delivery of
definitive Securities (or, if relevant, collection of any interest) cannot be
made until we do so certify.

<PAGE>

                  We understand that this certificate may be required in
connection with certain tax legislation in the United States. If administrative
or legal proceedings are commenced or threatened in connection with which this
certificate is or would be relevant, we irrevocably authorize you to produce
this certificate or a copy thereof to any interested party in such proceedings.

Dated: ___________

[To be dated no earlier than the 15th day
prior to (i) the Exchange Date or (ii) the
relevant Interest Payment Date occurring
prior to the Exchange Date, as applicable]
[Name of Person Making Certification]


                                             -----------------------------------
                                             (Authorized Signatory)
                                             Name:
                                             Title:


                                      A-1-2

<PAGE>

                                   EXHIBIT A-2

                FORM OF CERTIFICATE TO BE GIVEN BY EUROCLEAR AND
     CLEARSTREAM BANKING SOCIETE ANONYME IN CONNECTION WITH THE EXCHANGE OF
                    A PORTION OF A TEMPORARY GLOBAL SECURITY
                       OR TO OBTAIN INTEREST PAYABLE PRIOR
                              TO THE EXCHANGE DATE

                                   CERTIFICATE

     [Insert title or sufficient description of Securities to be delivered]

                  This is to certify that, based solely on written
certifications that we have received in writing, by tested telex or by
electronic transmission from each of the persons appearing in our records as
persons entitled to a portion of the principal amount set forth below (our
"Member Organizations") substantially in the form attached hereto, as of the
date hereof, [U.S.$] __________________ principal amount of the above-captioned
Securities (i) is owned by person(s) that are not citizens or residents of the
United States, domestic partnerships, domestic corporations or any estate or
trust the income of which is subject to United States Federal income taxation
regardless of its source ("United States person(s)"), (ii) is owned by United
States person(s) that are (a) foreign branches of United States financial
institutions (financial institutions, as defined in U.S. Treasury Regulations
Section 1.165-12(c)(1)(v) are herein referred to as "financial institutions")
purchasing for their own account or for resale, or (b) United States person(s)
who acquired the Securities through foreign branches of United States financial
institutions and who hold the Securities through such United States financial
institutions on the date hereof (and in either case (a) or (b), each such
financial institution has agreed, on its own behalf or through its agent, that
we may advise John Deere Capital Corporation or its agent that such financial
institution will comply with the requirements of Section 165(j)(3)(A), (B) or
(C) of the Internal Revenue Code of 1986, as amended, and the regulations
thereunder), or (iii) is owned by United States or foreign financial
institution(s) for purposes of resale during the restricted period (as defined
in United States Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)), and, to
the further effect, that financial institutions described in clause (iii) above
(whether or not also described in clause (i) or (ii)) have certified that they
have not acquired the Securities for purposes of resale directly or indirectly
to a United States person or to a person within the United States or its
possessions.

                  As used herein, "United States" means the United States of
America (including the States and the District of Columbia); and its
"possessions" include Puerto Rico, the U.S. Virgin Islands, Guam, American
Samoa, Wake Island and the Northern Mariana Islands.

                  We further certify that (i) we are not making available
herewith for exchange (or, if relevant, collection of any interest) any portion
of the temporary global Security representing the above-captioned Securities
excepted in the above-referenced certificates of Member Organizations and (ii)
as of the date hereof we have not received any notification from any of our
Member Organizations to the effect that the statements made by such Member
Organizations

<PAGE>


with respect to any portion of the part submitted herewith for exchange (or, if
relevant, collection of any interest) are no longer true and cannot be relied
upon as of the date hereof.

                  We understand that this certification is required in
connection with certain tax legislation in the United States. If administrative
or legal proceedings are commenced or threatened in connection with which this
certificate is or would be relevant, we irrevocably authorize you to produce
this certificate or a copy thereof to any interested party in such proceedings.

Dated: ____________

[To be dated no earlier than
the Exchange Date or the relevant
Interest Payment Date occurring
prior to the Exchange Date, as
applicable]

                                          [Morgan Guaranty Trust Company of New
                                          York, Brussels Office,] as Operator
                                          of the Euroclear System
                                          [Clearstream Banking societe anonyme]


                                          By
                                             -----------------------------------




                                      A-2-2