<PAGE>

                                                                     EXHIBIT 4.1

                             ALLIANCE IMAGING, INC.

                                    as Issuer

                                       and

                              THE BANK OF NEW YORK

                                   as Trustee



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

                                    INDENTURE

                           Dated as of April 10, 2001

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






                    103/8% Senior Subordinated Notes due 2011
               103/8% Series B Senior Subordinated Notes due 2011


<PAGE>


                             ALLIANCE IMAGING, INC.*

               RECONCILIATION AND TIE BETWEEN TRUST INDENTURE ACT
                OF 1939 AND INDENTURE, DATED AS OF April 10, 2001

<TABLE>
<CAPTION>

TRUST INDENTURE
     ACT SECTION                                                                        INDENTURE SECTION
<S>     <C>                                                                                           <C>
Section 310           (a)..............................................................................608
                      (a)(2)...........................................................................608
                      (b)..............................................................................609
Section 311           .................................................................................101
Section 312           (a)..............................................................................701
                      (c)..............................................................................702
Section 313           (a)..............................................................................703
                      (c)..............................................................................703
Section 314           (a)(4).......................................................................1010(a)
                      (c)(1)...........................................................................102
                      (c)(2)...........................................................................102
                      (e)..............................................................................102
Section 315           (a)...........................................................................601(a)
                      (b)..............................................................................602
                      (c)...........................................................................601(b)
                      (d)......................................................................601(c), 603
Section 316           (a)
(last sentence)........................................................................................101
                      (a)(1)(A)...................................................................502, 512
                      (a)(1)(B)........................................................................513
                      (b)..............................................................................508
                      (c)...........................................................................104(d)
Section 317           (a)(1)...........................................................................503
                      (a)(2)...........................................................................504
                      (b).............................................................................1003
Section 318           (a)..............................................................................111
</TABLE>

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

<PAGE>

                               TABLE OF CONTENTS*

<TABLE>
<CAPTION>

                                                                                                      PAGE
<S>                                                                                                   <C>

PARTIES..................................................................................................
Recitals of The Company..................................................................................1

                                               ARTICLE ONE

                                    DEFINITIONS AND OTHER PROVISIONS
                                          OF GENERAL APPLICATION

         SECTION 101.  DEFINITIONS.......................................................................1
         SECTION 102.  Compliance Certificates and Opinions.............................................25
         SECTION 103.  Form of Documents Delivered to Trustee...........................................26
         SECTION 104.  Acts of Holders..................................................................26
         SECTION 105.  Notices, Etc., to Trustee, the Company and
                                    Any Guarantor.......................................................27
         SECTION 106.  Notice to Holders; Waiver........................................................28
         SECTION 107.  Effect of Headings and Table of Contents.........................................28
         SECTION 108.  Successors and Assigns...........................................................28
         SECTION 109.  Separability Clause..............................................................28
         SECTION 110.  Benefits of Indenture............................................................29
         SECTION 111.  GOVERNING LAW....................................................................29
         SECTION 112.  Legal Holidays...................................................................29
         SECTION 113.  No Personal Liability of Directors,  Officers, Employees, Stockholders or
                                    Incorporators.......................................................29
         SECTION 114.  Counterparts.....................................................................29
         SECTION 115.  Trust Indenture Act Controls.....................................................29

                                               ARTICLE TWO

                                                NOTE FORMS

         SECTION 201.  Forms Generally..................................................................30
         SECTION 202.  Restrictive Legends..............................................................31
         SECTION 203.  Form of Certificate to Be Delivered upon Termination of Restricted Period........34
         SECTION 204.  Form of Face of Note.............................................................35
         SECTION 205.  Form of Reverse of Note..........................................................38
         SECTION 206.  Form of Trustee's Certificate of Authentication..................................46
</TABLE>

------------
*  Note: This table of contents shall not, for any purpose, be deemed to be a
         part of the Indenture.

                                       i

<PAGE>

<TABLE>
<CAPTION>

                                                                                                      PAGE
<S>                                                                                                   <C>
                                              ARTICLE THREE

                                                THE NOTES

         SECTION 301.  Title and Terms..................................................................47
         SECTION 302.  Denominations....................................................................48
         SECTION 303.  Execution, Authentication, Delivery and Dating...................................48
         SECTION 304.  Temporary Notes..................................................................49
         SECTION 305.  Registration, Registration of Transfer and Exchange .............................50
         SECTION 306.  Book-entry Provisions for the Global Note........................................51
         SECTION 307.  Special Transfer Provisions......................................................52
         SECTION 308.  Form of Certificate to Be Delivered in Connection with Transfers to Non-QIB
                                    Institutional Accredited Investors..................................55
         SECTION 309.  Form of Certificate to Be Delivered in Connection with Transfers of
                                    an Offshore Global Note.............................................58
         SECTION 310.  Mutilated, Destroyed, Lost and Stolen Notes......................................59
         SECTION 311.  Payment of Interest; Interest Rights Preserved...................................60
         SECTION 312.  Persons Deemed Owners............................................................61
         SECTION 313.  Cancellation.....................................................................61
         SECTION 314.  Computation of Interest..........................................................62
         SECTION 315.  CUSIP Numbers....................................................................62

                                               ARTICLE FOUR

                                        SATISFACTION AND DISCHARGE

         SECTION 401.  Satisfaction and Discharge of Indenture..........................................62
         SECTION 402.  Application of Trust Money.......................................................63

                                               ARTICLE FIVE

                                                REMEDIES

         SECTION 501.  Events of Default................................................................64
         SECTION 502.  Acceleration of Maturity; Rescission and Annulment...............................66
         SECTION 503.  Collection of Indebtedness and Suits for Enforcement by Trustee..................67
         SECTION 504.  Trustee May File Proofs of Claim.................................................68
         SECTION 505.  Trustee May Enforce Claims Without Possession of Notes...........................68
         SECTION 506.  Application of Money Collected...................................................69
         SECTION 507.  Limitation on Suits..............................................................69
         SECTION 508.  Unconditional Right of Holders to Receive Principal, Premium and Interest........70
         SECTION 509.  Restoration of Rights and Remedies...............................................70
         SECTION 510.  Rights and Remedies Cumulative...................................................70
         SECTION 511.  Delay or Omission Not Waiver.....................................................70
         SECTION 512.  Control by Holders...............................................................71
         SECTION 513.  Waiver of past Defaults..........................................................71
         SECTION 514.  Waiver of Stay or Extension Laws.................................................72
         SECTION 515.  Undertaking for Costs............................................................72
</TABLE>

                                       ii

<PAGE>

<TABLE>
<CAPTION>

                                                                                                      PAGE
<S>                                                                                                   <C>

                                               ARTICLE SIX

                                               THE TRUSTEE

         SECTION 601.  Certain Duties and Responsibilities..............................................72
         SECTION 602.  Notice of Defaults...............................................................73
         SECTION 603.  Certain Rights of Trustee........................................................74
         SECTION 604.  Trustee Not Responsible for Recitals or Issuance of Notes........................75
         SECTION 605.  May Hold Notes...................................................................75
         SECTION 606.  Money Held in Trust..............................................................76
         SECTION 607.  Compensation and Reimbursement...................................................76
         SECTION 608.  Corporate Trustee Required; Eligibility..........................................77
         SECTION 609.  Resignation and Removal; Appointment of Successor................................77
         SECTION 610.  Acceptance of Appointment by Successor...........................................79
         SECTION 611.  Merger, Conversion, Consolidation or Succession to Business......................79
         SECTION 612.  Trustee's Application for Instructions from the Company..........................79

                                              ARTICLE SEVEN

                             HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY

         SECTION 701.  Company to Furnish Trustee Names and Addresses...................................80
         SECTION 702.  Disclosure of Names and Addresses of Holders.....................................80
         SECTION 703.  Reports by Trustee...............................................................80

                                              ARTICLE EIGHT

                                 MERGER, CONSOLIDATION, OR SALE OF ASSETS

         SECTION 801.  Company May Consolidate, Etc., Only on Certain Terms.............................81
         SECTION 802.  Successor Substituted............................................................82
         SECTION 901.  Supplemental Indentures Without Consent of Holders...............................83
         SECTION 903.  Execution of Supplemental Indentures.............................................84
         SECTION 904.  Effect of Supplemental Indentures................................................85
         SECTION 905.  Conformity with Trust Indenture Act..............................................85
         SECTION 906.  Reference in Notes to Supplemental Indentures....................................85
         SECTION 907.  Notice of Supplemental Indentures................................................85
         SECTION 908.  Effect on Senior Indebtedness....................................................85
</TABLE>


                                       iii

<PAGE>

<TABLE>
<CAPTION>

                                                                                                      PAGE
<S>                                                                                                   <C>
                                               ARTICLE TEN

                                                COVENANTS

         SECTION 1001.  Payment of Principal, Premium, If Any, and Interest.............................85
         SECTION 1002.  Maintenance of Office or Agency.................................................86
         SECTION 1003.  Money for Note Payments to Be Held in Trust.....................................86
         SECTION 1004.  Corporate Existence.............................................................87
         SECTION 1005.  Taxes...........................................................................88
         SECTION 1006.  Maintenance of Properties.......................................................88
         SECTION 1007.  Insurance.......................................................................88
         SECTION 1008.  Compliance with Laws............................................................88
         SECTION 1009.  Limitation on Restricted Payments...............................................89
         SECTION 1010.  Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock.....94
         SECTION 1011.  Liens...........................................................................98
         SECTION 1012.  Transactions with Affiliates....................................................98
         SECTION 1013.  Dividend and Other Payment Restrictions Affecting Subsidiaries..................99
         SECTION 1014.  Limitation on Guarantees of Indebtedness by Restricted Subsidiaries............101
         SECTION 1015.  Limitation on Other Senior Subordinated Indebtedness...........................102
         SECTION 1016.  Purchase of Notes upon a Change of Control.....................................103
         SECTION 1017.  Asset Sales....................................................................104
         SECTION 1018.  Compliance Certificate.........................................................107
         SECTION 1019.  Reports........................................................................107
         SECTION 1020.  Further Assurances.............................................................108

                                              ARTICLE ELEVEN

                                           REDEMPTION OF NOTES

         SECTION 1101.  Redemption.....................................................................108
         SECTION 1102.  Applicability of Article.......................................................108
         SECTION 1103.  Election to Redeem; Notice to Trustee..........................................108
         SECTION 1104.  Selection by Trustee of Notes to Be Redeemed...................................108
         SECTION 1105.  Notice of Redemption...........................................................109
         SECTION 1106.  Deposit of Redemption Price....................................................110
         SECTION 1107.  Notes Payable on Redemption Date...............................................110
         SECTION 1108.  Notes Redeemed in Part.........................................................110

                                              ARTICLE TWELVE

                                 LEGAL DEFEASANCE AND COVENANT DEFEASANCE

         SECTION 1201.  Company's Option to Effect Legal Defeasance or Covenant Defeasance.............111
         SECTION 1202.  Legal Defeasance and Discharge.................................................111
         SECTION 1203.  Covenant Defeasance............................................................112
         SECTION 1204.  Conditions to Legal Defeasance or Covenant Defeasance..........................112
</TABLE>

                                       iv

<PAGE>

<TABLE>
<CAPTION>

                                                                                                      PAGE
<S>                                                                                                   <C>
         SECTION 1205.  Deposited Money and U.S. Government Securities to Be Held in Trust;
                                    Other Miscellaneous Provisions  ...................................114
         SECTION 1206.  Reinstatement..................................................................114

                                             ARTICLE THIRTEEN

                                          SUBORDINATION OF NOTES

         SECTION 1301.  Notes Subordinate to Senior Indebtedness.......................................115
         SECTION 1302.  Payment over of Proceeds upon Dissolution, Etc. ...............................115
         SECTION 1303.  Suspension of Payment When Senior Indebtedness in Default......................116
         SECTION 1304.  Acceleration of Notes..........................................................117
         SECTION 1305.  When Distribution must Be Paid Over............................................117
         SECTION 1306.  Notice by Company..............................................................117
         SECTION 1307.  Payment Permitted If No Default................................................118
         SECTION 1308.  Subrogation to Rights of Holders of Senior Indebtedness........................118
         SECTION 1309.  Provisions Solely to Define Relative Rights....................................118
         SECTION 1310.  Trustee to Effectuate Subordination............................................119
         SECTION 1311.  Subordination May Not Be Impaired by Company...................................119
         SECTION 1312.  Distribution or Notice to Representative.......................................119
         SECTION 1313.  Notice to Trustee..............................................................119
         SECTION 1314.  Reliance on Judicial Order or Certificate of Liquidating Agent.................120
         SECTION 1315.  Rights of Trustee as a Holder of Senior Indebtedness; Preservation of
                                    Trustees'Rights....................................................120
         SECTION 1316.  Article Applicable to Paying Agents............................................121
         SECTION 1317.  No Suspension of Remedies......................................................121
         SECTION 1318.  Modification of Terms of Senior Indebtedness...................................121
         SECTION 1319.  Certain Terms..................................................................121
         SECTION 1320.  Trust Moneys Not Subordinated..................................................122
</TABLE>

                                        v

<PAGE>


               INDENTURE, dated as of , 2001, between Alliance Imaging, Inc., a
          corporation duly organized and existing under the laws of the State of
          Delaware (the "Company"), having its principal office at 1065 Pacific
          Center Drive, Suite 200, Anaheim, California 92806, and The Bank of
          New York, a New York banking corporation, as trustee (the "Trustee").


                             RECITALS OF THE COMPANY

     The Company has duly authorized the creation of and issuance of its %
Senior Subordinated Notes due 2011 (the "Initial Notes") and its % Series B
Senior Subordinated Notes due 2011 (the "Exchange Notes" and together with the
Initial Notes, the "Notes"), of substantially the tenor and amount hereinafter
set forth, and to provide therefor the Company has duly authorized the execution
and delivery of this Indenture.

     Upon issuance of the Exchange Notes, if any, or the effectiveness of the
Shelf Registration Statement (as defined herein), this Indenture will be subject
to, and shall be governed by, the provisions of the Trust Indenture Act of 1939,
as amended, that are required or deemed to be part of and to govern indentures
qualified thereunder.

     All things necessary have been done to make the Notes, when executed and
duly issued by the Company and authenticated and delivered hereunder by the
Trustee or the Authenticating Agent, the valid obligations of the Company and to
make this Indenture a valid agreement of the Company in accordance with their
and its terms.

                   NOW, THEREFORE, THIS INDENTURE WITNESSETH:

     For and in consideration of the premises and the purchase of the Notes by
the Holders thereof, it is mutually covenanted and agreed, for the equal and
proportionate benefit of all Holders of the Notes, 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:


<PAGE>
                                                                               2


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

          (b) all other terms used herein which are defined in the Trust
     Indenture Act, either directly or by reference therein, or defined by
     Commission rule and not otherwise defined herein 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 Trust Indenture Act;

          (c) all accounting terms not otherwise defined herein have the
     meanings assigned to them in accordance with GAAP;

          (d) 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;

          (e) the word "or" is not exclusive; and

          (f) provisions of this Indenture apply to successive events and
     transactions.

     Certain terms, used principally in Articles Two, Ten, Twelve and Thirteen,
are defined in those Articles.

     "ACQUIRED INDEBTEDNESS" means, with respect to any specified Person, (i)
Indebtedness of any other Person existing at the time such other Person is
merged with or into or became a Restricted Subsidiary of such specified Person,
including, without limitation, Indebtedness incurred in connection with, or in
contemplation of, such other Person merging with or into or becoming a
Restricted Subsidiary of such specified Person, and (ii) Indebtedness secured by
a Lien encumbering any asset acquired by such specified Person.

     "ACT", when used with respect to any Holder, has the meaning set forth in
Section 104.

     "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 purposes of this definition, "control"
(including, with correlative meanings, the terms "controlling," "controlled by"
and "under common control with"), as used with respect to any Person, shall mean
the possession, directly or indirectly, of the power to direct or cause the
direction of the management or


<PAGE>
                                                                               3


policies of such Person, whether through the ownership of voting securities, by
agreement or otherwise; PROVIDED, HOWEVER, that beneficial ownership of 10% or
more of the voting securities of a Person shall be deemed to be control.

     "AGENT" means any Paying Agent, Authenticating Agent and Note Registrar
under this Indenture.

     "APPLICABLE PREMIUM" means, with respect to any Note on any Redemption
Date, the greater of (i) 1.0% of the principal amount of such Note or (ii) the
excess of (A) the present value at such Redemption Date of (1) the redemption
price of such Note at April 15, 2006 (such redemption price being set forth as
described in the Notes) plus (2) all required interest payments due on such Note
through April 15, 2006 (excluding accrued but unpaid interest and Liquidated
Damages, if any), computed using a discount rate equal to the Treasury Rate on
such Redemption Date plus 75 basis points over (B) the principal amount of such
Note.

     "ASSET SALE" means (i) the sale, conveyance, transfer or other disposition
(whether in a single transaction or a series of related transactions) of
property or assets (including by way of a sale and leaseback) of the Company or
any Restricted Subsidiary (each referred to in this definition as a
"Disposition"), or (ii) the issuance or sale of Equity Interests of any
Restricted Subsidiary (whether in a single transaction or a series of related
transactions), in each case, other than: (a) a disposition of Cash Equivalents
or Investment Grade Securities or obsolete equipment in the ordinary course of
business; (b) the disposition of all or substantially all of the assets of the
Company in a manner permitted pursuant to the provisions of Section 801 hereof
or any disposition that constitutes a Change of Control pursuant to this
Indenture; (c) any Restricted Payment that is permitted to be made, and is made,
under the first paragraph of Section 1009 hereof; (d) any disposition of assets
with an aggregate fair market value of less than $2.0 million; (e) any
disposition of property or assets by a Restricted Subsidiary to the Company or
by the Company or a Restricted Subsidiary to a Wholly Owned Restricted
Subsidiary; (f) any exchange of like property pursuant to Section 1031 of the
Internal Revenue Code of 1986, as amended, for use in a Similar Business; (g)
any financing transaction with respect to property built or acquired by the
Company or any Restricted Subsidiary after the Issuance Date including, without
limitation, sale-leasebacks and asset securitizations; (h) foreclosures on
assets; (i) sales of accounts receivable, or participations therein, in
connection with any Receivables Facility; (j) any sale of Equity Interests in,
or Indebtedness or other securities of, an Unrestricted Subsidiary; (k) any sale
of an imaging or therapeutic system to any original manufacturer of imaging or
therapeutic systems in exchange for a credit from such manufacturer against the
purchase of a replacement or alternate


<PAGE>

                                                                               4

imaging or therapeutic system; and (l) any sale of an imaging or therapeutic
system pursuant to an arrangement with a client of the Company or one of its
Restricted Subsidiaries; PROVIDED that (i) any such system was purchased by the
Company or such Restricted Subsidiary within the 90 days prior to the date of
such sale and (ii) the Company or such Restricted Subsidiary receives net cash
proceeds in connection with the sale in an amount equal to or greater than the
amount it paid for such system.

     "AUTHENTICATING AGENT" means the Person appointed, if any, by the Trustee
as an authenticating agent pursuant to the last paragraph of Section 303.

     "BANK AGENT" means Bankers Trust Company, in its capacity as administrative
agent under the Credit Facility, and any successor administrative agent
thereunder.

     "BANKRUPTCY LAW" means Title 11, United States Bankruptcy Code of 1978, as
amended, or any similar United States federal or state or foreign law relating
to bankruptcy, insolvency, receivership, winding-up, liquidation, reorganization
or relief of debtors or any amendment to, succession to or change in any such
law.

     "BOARD OF DIRECTORS" means, with respect to any Person, either the board of
directors of such Person or any duly authorized committee thereof.

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

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

     "CAPITALIZED LEASE OBLIGATION" means, at the time any determination thereof
is to be made, the amount of the liability in respect of a capital lease that
would at such time be required to be capitalized and reflected as a liability on
a balance sheet (excluding the footnotes thereto) in accordance with GAAP.

     "CAPITAL STOCK" means (i) in the case of a corporation, corporate stock,
(ii) in the case of an association or business entity, any and all shares,
interests, participations, rights or other equivalents (however designated) of
corporate stock, (iii) in the case of a partnership or limited liability
company, partnership or membership interests (whether

<PAGE>
                                                                               5

general or limited) and (iv) any other interest or participation that confers on
a Person the right to receive a share of the profits and losses of, or
distributions of assets of, the issuing Person.

     "CASH EQUIVALENTS" means (i) U.S. dollars, (ii) securities issued or
directly and fully guaranteed or insured by the U.S. Government or any agency or
instrumentality thereof, (iii) certificates of deposit, time deposits and
eurodollar time deposits with maturities of one year or less from the date of
acquisition, bankers' acceptances with maturities not exceeding one year and
overnight bank deposits, in each case with any commercial bank having capital
and surplus in excess of $250.0 million, (iv) repurchase obligations for
underlying securities of the types described in clauses (ii) and (iii) entered
into with any financial institution meeting the qualifications specified in
clause (iii) above, (v) commercial paper rated A-1 or the equivalent thereof by
Moody's or S&P and in each case maturing within one year after the date of
acquisition, (vi) investment funds investing at least 95% of their assets in
securities of the types described in clauses (i)-(v) above, (vii) readily
marketable direct obligations issued by any state of the United States of
America or any political subdivision thereof having one of the two highest
rating categories obtainable from either Moody's or S&P and (viii) Indebtedness
or preferred stock issued by Persons with a rating of "A" or higher from S&P or
"A2" or higher from Moody's.

     "CHANGE OF CONTROL" means the occurrence of any of the following:

          (i) the sale, lease or transfer, in one or a series of related
     transactions, of all or substantially all of the assets of the Company and
     its Subsidiaries, taken as a whole; or

          (ii) the Company becomes aware of (by way of a report or any other
     filing pursuant to Section 13(d) of the Exchange Act, proxy, vote, written
     notice or otherwise) the acquisition by any Person or group (within the
     meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any
     successor provision), including any group acting for the purpose of
     acquiring, holding or disposing of securities (within the meaning of Rule
     13d-5(b)(1) under the Exchange Act), other than the Permitted Holders and
     their Related Parties, in a single transaction or in a related series of
     transactions, by way of merger, consolidation or other business combination
     or purchase of beneficial ownership (within the meaning of Rule 13d-3 under
     the Exchange Act, or any successor


<PAGE>
                                                                               6


     provision) of 50% or more of the total voting power of the Voting Stock of
     the Company.

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

     "COMMON STOCK" of any Person means any and all shares, interests or other
participations in, and other equivalents (however designated, whether voting or
non-voting) of such Person's common stock, whether outstanding on the Issuance
Date or issued after the Issuance Date and includes, without limitation, all
series and classes of such common stock.

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

     "COMPANY REQUEST" or "COMPANY ORDER" means a written request or order
signed in the name of the Company (i) by its Chairman, a Vice-Chairman, its
President or any Vice President and (ii) by its Treasurer, an Assistant
Treasurer, its Secretary or an Assistant Secretary and delivered to the Trustee;
PROVIDED, HOWEVER, that such written request or order may be signed by any two
of the officers or directors listed in clause (i) above in lieu of being signed
by one of such officers or directors listed in such clause (i) and one of the
officers listed in clause (ii) above.

     "CONSOLIDATED DEPRECIATION AND AMORTIZATION EXPENSE" means with respect to
any Person for any period, the total amount of depreciation and amortization
expense of such Person and its Restricted Subsidiaries for such period on a
consolidated basis and otherwise determined in accordance with GAAP.

     "CONSOLIDATED INTEREST EXPENSE" means, with respect to any period, the sum,
without duplication, of: (i) consolidated interest expense of such Person and
its Restricted Subsidiaries for such period, to the extent such expense was
deducted in computing Consolidated Net Income (including amortization of
original issue discount, non-cash interest payments, the interest component of
Capitalized Lease Obligations, and net payments and receipts (if any) pursuant
to Hedging Obligations to the extent included in Consolidated Interest Expense,
excluding amortization of deferred financing fees) and (ii) consolidated
capitalized interest of such Person and its Restricted Subsidiaries for such
period, whether paid or accrued; PROVIDED, HOWEVER, that


<PAGE>
                                                                               7


Receivables Fees shall be deemed not to constitute Consolidated Interest
Expense.

     "CONSOLIDATED NET INCOME" means, with respect to any Person for any period,
the aggregate of the Net Income, of such Person and its Restricted Subsidiaries
for such period, on a consolidated basis, and otherwise determined in accordance
with GAAP; PROVIDED, HOWEVER, that (i) any net after-tax extraordinary or
nonrecurring gains or losses (less all fees and expenses relating thereto) shall
be excluded, (ii) the Net Income for such period shall not include the
cumulative effect of a change in accounting principles during such period, (iii)
any net after-tax income (loss) from discontinued operations and any net
after-tax gains or losses on disposal of discontinued operations shall be
excluded, (iv) any net after-tax gains or losses (less all fees and expenses
relating thereto) attributable to asset dispositions other than in the ordinary
course of business (as determined in good faith by the Board of Directors of the
Company) shall be excluded, (v) the Net Income for such period of any Person
that is not a Subsidiary, or is an Unrestricted Subsidiary, or that is accounted
for by the equity method of accounting, shall be included only to the extent of
the amount of dividends or distributions or other payments paid in cash (or to
the extent converted into cash) to the referent Person or a Wholly Owned
Restricted Subsidiary thereof in respect of such period, (vi) for purposes of
Section 1009 only, the Net Income of any Person acquired in a pooling of
interests transaction shall not be included for any period prior to the date of
such acquisition and (vii) the Net Income for such period of any Restricted
Subsidiary shall be excluded to the extent that the declaration or payment of
dividends or similar distributions by that Restricted Subsidiary of its Net
Income is not at the date of determination permitted without any prior
governmental approval (which has not been obtained) or, directly or indirectly,
by the operation of the terms of its charter or any agreement, instrument,
judgment, decree, order, statute, rule, or governmental regulation applicable to
that Restricted Subsidiary or its stockholders, unless such restriction with
respect to the payment of dividends or in similar distributions has been legally
waived.

     "CONTINGENT OBLIGATIONS" means, with respect to any Person, any obligation
of such Person guaranteeing any leases, dividends or other obligations that do
not constitute Indebtedness "PRIMARY OBLIGATIONS") of any other Person (the
"PRIMARY OBLIGOR") in any manner, whether directly or indirectly, including,
without limitation, any obligation of such Person, whether or not contingent,
(i) to purchase any such primary obligation or any property constituting direct
or indirect security therefor, (ii) to advance or supply funds (A) for the
purchase or payment of any such primary obligation or (B) to maintain working
capital or equity capital of the primary obligor or otherwise to maintain the
net worth or solvency of the primary

<PAGE>
                                                                               8


obligor, or (iii) to purchase property, securities or services primarily for the
purpose of assuring the owner of any such primary obligation of the ability of
the primary obligor to make payment of such primary obligation against loss in
respect thereof.

     "CORPORATE TRUST OFFICE" means the principal corporate trust office of the
Trustee, at which at any particular time its corporate trust business shall be
administered, which office at the date of execution of this Indenture is located
at 101 Barclay Street, Floor 21 West, New York, NY 10286, Att: Corporate Trust
Administration.

     "CREDIT FACILITY" means the credit facility provided to the Company
pursuant to the Credit Agreement, dated as of November 2, 1999, by and among the
Company, the financial institutions listed on the signature pages thereof and
Bankers Trust Company, as administrative agent for the lenders, including any
collateral documents, instruments and agreements executed in connection
therewith, and the term Credit Facility shall also include any amendments,
supplements, modifications, extensions, renewals, restatements or refundings
thereof and any credit facilities that replace, refund or refinance any part of
the loans, other credit facilities or commitments thereunder, including any such
replacement, refunding or refinancing facility that increases the amount
borrowable thereunder or alters the maturity thereof; PROVIDED, HOWEVER, that
there shall not be more than one facility at any one time that constitutes the
Credit Facility and, if at any time there is more than one facility which would
constitute the Credit Facility, the Company will designate to the Trustee which
one of such facilities will be the Credit Facility for purposes of this
Indenture.

     "CREDIT FACILITIES" means, with respect to the Company, one or more debt
facilities (including, without limitation, the Credit Facility) or commercial
paper facilities with banks or other institutional lenders providing for
revolving credit loans, term loans, receivables financing (including through the
sale of receivables to such lenders or to special purpose entities formed to
borrow from such lenders against such receivables) or letters of credit, in each
case, as amended, restated, modified, renewed, refunded, replaced or refinanced
in whole or in part from time to time.

     "CUSTODIAN" means any receiver, trustee, assignee, liquidator, sequestrator
or similar official under any Bankruptcy Law.

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


<PAGE>
                                                                               9


     "DEFAULTED INTEREST" has the meaning set forth in Section 311.

     "DEPOSITARY" means The Depository Trust Company, its nominees and
successors.

     "DESIGNATED NONCASH CONSIDERATION" means the fair market value of noncash
consideration received by the Company or one of its Restricted Subsidiaries in
connection with an Asset Sale that is so designated as Designated Noncash
Consideration pursuant to an Officers' Certificate, setting forth the basis of
such valuation, executed by the principal executive officer and the principal
financial officer of the Company, less the amount of cash or Cash Equivalents
received in connection with a sale of such Designated Noncash Consideration.

     "DESIGNATED PREFERRED STOCK" means preferred stock of the Company (other
than Disqualified Stock) that is issued for cash (other than to a Restricted
Subsidiary) and is so designated as Designated Preferred Stock, pursuant to an
Officers' Certificate executed by the principal executive officer and the
principal financial officer of the Company, on the issuance date thereof, the
cash proceeds of which are excluded from the calculation set forth in clause (C)
of paragraph (a) of Section 1009.

     "DESIGNATED SENIOR INDEBTEDNESS" means (i) Senior Indebtedness under the
Credit Facility and (ii) any other Senior Indebtedness permitted under this
Indenture the principal amount of which is $50.0 million or more and that has
been designated by the Company as Designated Senior Indebtedness.

     "DISQUALIFIED STOCK" means, with respect to any Person, any Capital Stock
of such Person which, by its terms (or by the terms of any security into which
it is convertible or for which it is putable or exchangeable), or upon the
happening of any event, matures or is mandatorily redeemable, pursuant to a
sinking fund obligation or otherwise, or redeemable at the option of the holder
thereof, in whole or in part, in each case prior to the date 91 days after the
maturity date of the Notes; PROVIDED, HOWEVER, that if such Capital Stock is
issued to any employee or to any plan for the benefit of employees of the
Company or its Subsidiaries or by any such plan to such employees, such Capital
Stock shall not constitute Disqualified Stock solely because it may be required
to be repurchased by the Company in order to satisfy applicable statutory or
regulatory obligations; PROVIDED FURTHER, that any Capital Stock that would
constitute Disqualified Stock solely because the holders thereof (or of any
security into which it is convertible or for which it is exchangeable) have the
right to require the issuer to repurchase such Capital Stock (or such security
into which it is convertible

<PAGE>
                                                                              10


or for which it is exchangeable) upon the occurrence of any of the events
constituting an Asset Sale or a Change of Control shall not constitute
Disqualified Stock if such Capital Stock (and all such securities into which it
is convertible or for which it is exchangeable) provides that the issuer thereof
will not repurchase or redeem any such Capital Stock (or any such security into
which it is convertible or for which it is exchangeable) pursuant to such
provisions prior to compliance by the Company with the provisions of Sections
1016 and 1017 as the case may be.

     "EBITDA" means, with respect to any Person for any period, the Consolidated
Net Income of such Person for such period plus to the extent included in the
calculation of such Consolidated Net Income (a) provision for taxes based on
income or profits of such Person for such period, plus (b) Consolidated Interest
Expense of such Person for such period and any Receivables Fees paid by such
Person or any of its Restricted Subsidiaries during such period, plus (c)
Consolidated Depreciation and Amortization Expense of such Person for such
period, including amortization of deferred financing fees, plus (d) any expenses
or charges related to any Equity Offering, Permitted Investment or Indebtedness
permitted to be incurred by this Indenture or any costs incurred in the
cancellation of stock options, plus (e) the amount of any restructuring charge,
plus (f) without duplication, any other non-cash charges reducing Consolidated
Net Income for such period (excluding any such charge which requires an accrual
of a cash reserve for anticipated cash charges for any future period), plus (g)
the amount of any minority interest expense, less, without duplication (h)
non-cash items increasing Consolidated Net Income of such Person for such period
(excluding any items which represent the reversal of any accrual of, or cash
reserve for, anticipated cash charges in any prior period).

     "EQUITY INTERESTS" means Capital Stock and all warrants, options or other
rights to acquire Capital Stock (but excluding any debt security that is
convertible into, or exchangeable for, Capital Stock).

     "EQUITY OFFERING" means any public or private sale of common stock or
preferred stock of the Company (excluding Disqualified Stock), other than (i)
public offerings with respect to the Company's Common Stock registered on Form
S-8 and (ii) any such public or private sale that constitutes an Excluded
Contribution.

     "EVENT OF DEFAULT" has the meaning set forth in Section 501.

<PAGE>
                                                                              11


     "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended, and
the rules and regulations of the Commission promulgated thereunder.

     "EXCHANGE NOTES" has the meaning stated in the first recital of this
Indenture and refers to any Exchange Notes containing terms substantially
identical to the Initial Notes (except that (i) such Exchange Notes shall not
contain terms with respect to transfer restrictions and shall be registered
under the Securities Act, and (ii) certain provisions relating to the payment of
Liquidated Damages thereon shall be eliminated) that are issued and exchanged
for the Initial Notes in accordance with the Exchange Offer, as provided for in
the Registration Rights Agreement and this Indenture.

     "EXCHANGE OFFER" means the offer by the Company to the Holders of the
Initial Notes to exchange all of the Initial Notes for Exchange Notes, as
provided for in the Registration Rights Agreement.

     "EXCHANGE OFFER REGISTRATION STATEMENT" means the Exchange Offer
Registration Statement as defined in the Registration Rights Agreement.

     "EXCLUDED CONTRIBUTIONS" means the net cash proceeds received by the
Company after the Issuance Date from (i) contributions to its equity capital
other than contributions from the issuance of Disqualified Stock and (ii) the
sale (other than to a Subsidiary or to any Company or Subsidiary management
equity plan or stock option plan or any other management or employee benefit
plan or agreement) of Capital Stock (other than Disqualified Stock) of the
Company, in each case designated as Excluded Contributions pursuant to an
Officers' Certificate executed by the principal executive officer and the
principal financial officer of the Company on the date such capital
contributions are made or the date such Equity Interests are sold, as the case
may be, the cash proceeds of which are excluded from the calculation set forth
in clause (C) of paragraph (a) of Section 1009.

     "EXISTING INDEBTEDNESS" means Indebtedness of the Company or its Restricted
Subsidiaries in existence on the Issuance Date, plus interest accruing thereon,
after application of the net proceeds of the sale of the Notes as described in
the Offering Memorandum.

     "FIXED CHARGE COVERAGE RATIO" means, with respect to any Person for any
period, the ratio of EBITDA of such Person for such period to the Fixed Charges
of such Person for such period. In the event that the Company or any of its
Restricted Subsidiaries incurs, assumes, guarantees or redeems any Indebtedness
(other than in the case of (i) revolving credit

<PAGE>
                                                                              12


borrowings, in which case interest expense shall be computed based upon the
average daily balance of such Indebtedness during the applicable period and (ii)
capitalized leases related to imaging or therapeutic systems, in which case
imputed interest expense shall be computed from the date of such capitalized
lease) or issues or redeems preferred stock subsequent to the commencement of
the period for which the Fixed Charge Coverage Ratio is being calculated but
prior to the event for which the calculation of the Fixed Charge Coverage Ratio
is made (the "CALCULATION DATE"), then the Fixed Charge Coverage Ratio shall be
calculated giving pro forma effect to such incurrence, assumption, guarantee or
redemption of Indebtedness, or such issuance or redemption of preferred stock,
plus the application of any proceeds therefrom, as if the same had occurred at
the beginning of the applicable four-quarter period. For purposes of making the
computation referred to above, Investments, acquisitions, dispositions, mergers,
consolidations and discontinued operations (as determined in accordance with
GAAP) that have been made by the Company or any of its Restricted Subsidiaries
during the four-quarter reference period or subsequent to such reference period
and on or prior to or simultaneously with the Calculation Date shall be
calculated on a pro forma basis assuming that all such Investments,
acquisitions, dispositions, discontinued operations, mergers and consolidations
(and the reduction of any associated fixed charge obligations and the change in
EBITDA resulting therefrom) had occurred on the first day of the four-quarter
reference period. If since the beginning of such period any Person (that
subsequently became a Restricted Subsidiary or was merged with or into the
Company or any Restricted Subsidiary since the beginning of such period) shall
have made any Investment, acquisition, disposition, discontinued operation,
merger or consolidation that would have required adjustment pursuant to this
definition, then the Fixed Charge Coverage Ratio shall be calculated giving pro
forma effect thereto for such period as if such Investment, acquisition,
disposition, discontinued operation, merger or consolidation had occurred at the
beginning of the applicable four-quarter period. For purposes of this
definition, whenever pro forma effect is to be given to a transaction, the pro
forma calculations shall be made in good faith by a responsible financial or
accounting officer of the Company. If any Indebtedness bears a floating rate of
interest and is being given pro forma effect, the interest on such Indebtedness
shall be calculated as if the rate in effect on the Calculation Date had been
the applicable rate for the entire period (taking into account any Hedging
Obligations applicable to such Indebtedness). Interest on a Capitalized Lease
Obligation shall be deemed to accrue at an interest rate reasonably determined
by a responsible financial or accounting officer of the Company to be the rate
of interest implicit in such Capitalized Lease Obligation in accordance with
GAAP. For purposes of making the computation referred to above, interest on any
Indebtedness under a revolving credit facility


<PAGE>
                                                                           13


computed on a pro forma basis shall be computed based upon the average daily
balance of such Indebtedness during the applicable period. Interest on
Indebtedness that may optionally be determined at an interest rate based upon a
factor of a prime or similar rate, a eurocurrency interbank offered rate, or
other rate, shall be deemed to have been based upon the rate actually chosen,
or, if none, then based upon such optional rate chosen as the Company may
designate.

     "FIXED CHARGES" means, with respect to any Person for any period, the sum
of (i) Consolidated Interest Expense of such Person for such period and (ii) all
cash dividend payments (excluding items eliminated in consolidation) on any
series of preferred stock of such Person.

     "GAAP" means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board or in such other statements by such
other entity as have been approved by a significant segment of the accounting
profession, which are in effect on the Issuance Date. For the purposes of this
Indenture, the term "CONSOLIDATED" with respect to any Person shall mean such
Person consolidated with its Restricted Subsidiaries, and shall not include any
Unrestricted Subsidiary.

     "GLOBAL NOTE" has the meaning specified in the fourth paragraph of Section
201.

     "GOVERNMENT SECURITIES" means securities that are (i) direct obligations of
the United States of America for the timely 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 the
timely payment of which is unconditionally guaranteed as a full faith and credit
obligation by the United States of America, which, in either case, are not
callable or redeemable at the option of the issuer thereof, and shall also
include a depository receipt issued by a bank (as defined in Section 3(a)(2) of
the Securities Act), as custodian with respect to any such Government Securities
or a specific payment of principal of or interest on any such Government
Securities held by such custodian for the account of the holder of such
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 Securities or the specific payment of principal of or interest on
the Government Securities evidenced by such depository receipt.

<PAGE>
                                                                              14


     "GUARANTEE" means a guarantee (other than by endorsement of negotiable
instruments for collection in the ordinary course of business), direct or
indirect, in any manner (including, without limitation, letters of credit and
reimbursement agreements in respect thereof), of all or any part of any
Indebtedness or other obligations.

     "GUARANTEE" means any guarantee of the obligations of the Company under
this Indenture and the Notes by any Person in accordance with the provisions of
this Indenture. When used as a verb, "GUARANTEE" shall have a corresponding
meaning. No Guarantees will be issued in connection with the initial offering
and sale of the Notes.

     "GUARANTOR" means any Person that incurs a Guarantee; PROVIDED that upon
the release and discharge of such Person from its Guarantee in accordance with
this Indenture, such Person shall cease to be a Guarantor. No Guarantees will be
issued in connection with the initial offering and sale of the Notes.

     "HEDGING OBLIGATIONS" means, with respect to any Person, the obligations of
such Person under (i) currency exchange or interest rate swap agreements,
currency exchange or interest rate cap agreements and currency exchange or
interest rate collar agreements and (ii) other agreements or arrangements
designed to protect such Person against fluctuations in currency exchange or
interest rates.

     "HOLDER" means the Person in whose name a Note is registered in the Note
Register.

     "INDEBTEDNESS" means, with respect to any Person, (a) any indebtedness of
such Person, whether or not contingent (i) in respect of borrowed money, (ii)
evidenced by bonds, notes, debentures or similar instruments or letters of
credit or bankers' acceptances (or, without double counting, reimbursement
agreements in respect thereof), (iii) representing the balance deferred and
unpaid of the purchase price of any property (including Capitalized Lease
Obligations), except any such balance that constitutes a trade payable or
similar obligation to a trade creditor, in each case accrued in the ordinary
course of business or (iv) representing any Hedging Obligations, if and to the
extent of any of the foregoing Indebtedness (other than letters of credit and
Hedging Obligations) that would appear as a liability upon a balance sheet
(excluding the footnotes thereto) of such Person prepared in accordance with
GAAP, (b) to the extent not otherwise included, any obligation by such Person to
be liable for, or to pay, as obligor, guarantor or otherwise, on the
Indebtedness of another Person (other than by endorsement of negotiable
instruments for collection in the ordinary course of business) and (c) to the
extent not otherwise included, Indebtedness of another Person secured by a Lien
on any asset

<PAGE>
                                                                              15


owned by such Person (whether or not such Indebtedness is assumed by such
Person); PROVIDED, HOWEVER, that Contingent Obligations incurred in the ordinary
course of business shall be deemed not to constitute Indebtedness and
obligations under or in respect of Receivables Facilities shall not be deemed to
constitute Indebtedness of a Person.

     "INDENTURE" means this instrument as originally executed and 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.

     "INDEPENDENT FINANCIAL ADVISOR" means an accounting, appraisal, investment
banking firm or consultant to Persons engaged in Similar Businesses of
nationally recognized standing that is, in the judgment of the Company's Board
of Directors, as evidenced by a Board Resolution, qualified to perform the task
for which it has been engaged; PROVIDED that such firm or consultant is not an
Affiliate of the Company.

     "INITIAL NOTES" has the meaning specified in the recitals to this
Indenture.

     "INITIAL PURCHASERS" means Salomon Smith Barney Inc., Chase Securities
Inc., Deutsche Banc Alex. Brown Inc., and UBS Warburg LLC, as initial purchasers
of the Notes.

     "INTEREST PAYMENT DATE" means the Stated Maturity of an installment of
interest on the Notes.

     "INVESTMENT GRADE SECURITIES" means (i) securities issued or directly and
fully guaranteed or insured by the United States government or any agency or
instrumentality thereof (other than Cash Equivalents), (ii) debt securities or
debt instruments with a rating of BBB-or higher by S&P or Baa3 or higher by
Moody's or the equivalent of such rating by such rating organization, or, if no
rating of S&P or Moody's then exists, the equivalent of such rating by any other
nationally recognized securities rating agency, but excluding any debt
securities or instruments constituting loans or advances among the Company and
its Subsidiaries, and (iii) investments in any fund that invests exclusively in
investments of the type described in clauses (i) and (ii) which fund may also
hold immaterial amounts of cash pending investment and/or distribution.

     "INVESTMENTS" means, with respect to any Person, all investments by such
Person in other Persons (including Affiliates) in the form of loans (including
guarantees), advances or capital contributions (excluding advances to customers,
commission, travel and similar advances to officers and employees made in the
ordinary course of business), purchases or other acquisitions for consideration
of Indebtedness, Equity Interests

<PAGE>
                                                                              16


or other securities issued by any other Person and investments that are required
by GAAP to be classified on the balance sheet (excluding the footnotes thereto)
of the Company in the same manner as the other investments included in this
definition to the extent such transactions involve the transfer of cash or other
property. For purposes of the definition of "UNRESTRICTED SUBSIDIARY" and
Section 1009 hereof, (i) "INVESTMENTS" shall include the portion (proportionate
to the Company's equity interest in such Subsidiary) of the fair market value of
the net assets of a Subsidiary of the Company at the time that such Subsidiary
is designated an Unrestricted Subsidiary; PROVIDED, HOWEVER, that upon a
redesignation of such Subsidiary as a Restricted Subsidiary, the Company shall
be deemed to continue to have a permanent "INVESTMENT" in an Unrestricted
Subsidiary equal to an amount (if positive) equal to (x) the Company's
"INVESTMENT" in such Subsidiary at the time of such redesignation less (y) the
portion (proportionate to the Company's equity interest in such Subsidiary) of
the fair market value of the net assets of such Subsidiary at the time of such
redesignation; and (ii) any property transferred to or from an Unrestricted
Subsidiary shall be valued at its fair market value at the time of such
transfer, in each case as determined in good faith by the Board of Directors.

     "ISSUANCE DATE" means the closing date for the sale and original issuance
of the Initial Notes hereunder.

     "KKR" means Kohlberg Kravis Roberts & Co. L.P, a Delaware limited
partnership.

     "LIEN" means, with respect to any asset, any mortgage, lien, pledge,
charge, security interest or encumbrance of any kind in respect of such asset,
whether or not filed, recorded or otherwise perfected under applicable law
(including any conditional sale or other title retention agreement, any lease in
the nature thereof, any option or other agreement to sell or give a security
interest in and any filing of or agreement to give any financing statement under
the Uniform Commercial Code (or equivalent statutes) of any jurisdiction);
PROVIDED that in no event shall an operating lease be deemed to constitute a
Lien.

     "LIQUIDATED DAMAGES" means all Liquidated Damages then owing pursuant to
Section 5 of the Registration Rights Agreement.

     "MANAGEMENT GROUP" means the group consisting of the Officers of the
Company.

     "MATURITY" means, with respect to any Note, the date on which any principal
of such Note becomes due and payable as therein or herein provided, whether at
the Stated Maturity by declaration of acceleration, call for redemption or
purchase or otherwise.

<PAGE>
                                                                              17


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

     "NET INCOME" means, with respect to any Person, the net income (loss) of
such Person, determined in accordance with GAAP and before any reduction in
respect of preferred stock dividends.

     "NET PROCEEDS" means the aggregate cash proceeds received by the Company or
any of its Restricted Subsidiaries in respect of any Asset Sale (including,
without limitation, any cash received upon the sale or other disposition of any
Designated Noncash Consideration received in any Asset Sale), net of the direct
costs relating to such Asset Sale and the sale or disposition of such Designated
Noncash Consideration (including, without limitation, legal, accounting and
investment banking fees, and brokerage and sales commissions), and any
relocation expenses incurred as a result thereof, taxes paid or payable as a
result thereof (after taking into account any available tax credits or
deductions and any tax sharing arrangements related thereto), amounts required
to be applied to the repayment of principal, premium (if any) and interest on
Indebtedness required (other than required by clause (i) of paragraph (b) of
Section 1017) to be paid as a result of such transaction and any deduction of
appropriate amounts to be provided by the Company as a reserve in accordance
with GAAP against any liabilities associated with the asset disposed of in such
transaction and retained by the Company after such sale or other disposition
thereof, including, without limitation, pension and other post-employment
benefit liabilities and liabilities related to environmental matters or against
any indemnification obligations associated with such transaction.

     "NOTE REGISTER" and "NOTE REGISTRAR" have the respective meanings specified
in Section 305.

     "NOTES" has the meaning stated in the first recital of this Indenture and
more particularly means any Notes authenticated and delivered under this
Indenture.

     "OBLIGATIONS" means any principal, interest, penalties, fees,
indemnifications, reimbursements (including, without limitation, reimbursement
obligations with respect to letters of credit and banker's acceptances), damages
and other liabilities payable under the documentation governing any
Indebtedness.

     "OFFER PERIOD" means the period from the date of a Change of Control until
and including the Change of Control Payment Date.

     "OFFERING MEMORANDUM" means the Offering Memorandum dated April 5, 2001,
relating to the Notes.

<PAGE>
                                                                              18


     "OFFICER" means the Chairman of the Board, the President, any Executive
Vice President, Senior Vice President or Vice President, the Treasurer or the
Secretary of the Company.

     "OFFICERS' CERTIFICATE" means a certificate signed on behalf of the Company
by two officers of the Company, one of whom must be the principal executive
officer, the principal financial officer, the treasurer or the principal
accounting officer of the Company that meets the requirements set forth in
Section 102.

     "OPINION OF COUNSEL" means a written opinion of counsel complying with the
requirements of Section 102. Unless otherwise required by the TIA, such legal
counsel may be an employee of or counsel to the Company who shall be acceptable
to the Trustee.

     "OUTSTANDING", when used with respect to Notes, means, as of the date of
determination, all Notes theretofore authenticated and delivered under this
Indenture, except:

          (i) Notes theretofore cancelled by the Trustee or delivered to the
     Trustee for cancellation;

          (ii) Notes, or portions thereof, for whose payment or redemption money
     in the necessary amount has been theretofore deposited with the Trustee or
     any Paying Agent (other than the Company) in trust or set aside and
     segregated in trust by the Company (if the Company shall act as its own
     Paying Agent) for the Holders of such Notes; PROVIDED that, if such Notes
     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;

          (iii) Notes, except to the extent provided in Sections 1202 and 1203,
     with respect to which the Company has effected defeasance and/or covenant
     defeasance as provided in Article Twelve; and

          (iv) Notes in exchange for or in lieu of which other Notes (including
     pursuant to Section 310) have been authenticated and delivered pursuant to
     this Indenture, other than any such Notes in respect of which there shall
     have been presented to the Trustee proof satisfactory to it that such Notes
     are held by a bona fide purchaser in whose hands the Notes are valid
     obligations of the Company;

PROVIDED, HOWEVER, that in determining whether the Holders of the requisite
principal amount of Outstanding Notes have given any


<PAGE>
                                                                              19


request, demand, authorization, direction, consent, notice or waiver hereunder,
and for the purpose of making the calculations required by TIA Section 313,
Notes owned by the Company or any other obligor upon the Notes or any Affiliate
of the Company or such other obligor shall be disregarded and deemed not to be
Outstanding (provided, that in connection with any offer by the Company or any
obligor to purchase the Notes, Notes tendered for purchase will be deemed to be
Outstanding and held by the tendering Holder until the date of purchase), 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 Notes which a Responsible Officer of
the Trustee actually knows to be so owned shall be so disregarded. Notes 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 Notes and that the pledgee is not the Company or
any other obligor upon the Notes or any Affiliate of the Company or such other
obligor.

     "PARI PASSU INDEBTEDNESS" means (i) with respect to the Notes, Indebtedness
which ranks PARI PASSU in right of payment to the Notes and (ii) with respect to
any Guarantee, Indebtedness which ranks PARI PASSU in right of payment to such
Guarantee.

     "PAYING AGENT" means any Person (including the Company acting as Paying
Agent) authorized by the Company to pay the principal of (and premium, if any)
or interest on any Notes on behalf of the Company.

     "PERMITTED HOLDERS" means KKR and any of its Affiliates and the Management
Group.

     "PERMITTED INVESTMENTS" means (a) any Investment in the Company or any
Restricted Subsidiary; (b) any Investment in cash and Cash Equivalents or
Investment Grade Securities; (c) any Investment by the Company or any Restricted
Subsidiary of the Company in a Person that is a Similar Business if as a result
of such Investment (i) such Person becomes a Restricted Subsidiary or (ii) such
Person, in one transaction or a series of related transactions, is merged,
consolidated or amalgamated with or into, or transfers or conveys substantially
all of its assets to, or is liquidated into, the Company or a Restricted
Subsidiary; (d) any Investment in securities or other assets not constituting
cash or Cash Equivalents and received in connection with an Asset Sale made
pursuant to the provisions of Section 1017 hereof or any other disposition of
assets not constituting an Asset Sale; (e) any Investment existing on the
Issuance Date; (f) advances to employees not in excess of $10.0 million
outstanding at any one time, in the aggregate; (g) any Investment acquired by
the Company or any of its Restricted Subsidiaries (i) in exchange for


<PAGE>
                                                                              20


any other Investment or accounts receivable held by the Company or any such
Restricted Subsidiary in connection with or as a result of a bankruptcy,
workout, reorganization or recapitalization of the issuer of such other
Investment or accounts receivable, (ii) as a result of a foreclosure by the
Company or any of its Restricted Subsidiaries with respect to any secured
Investment or other transfer of title with respect to any secured Investment in
default or (iii) in connection with a transaction or series of transactions in
which the Person that owns the Investment becomes a Restricted Subsidiary or is
merged, consolidated or amalgamated with or into, or transfers or conveys
substantially all of its assets to, or is liquidated into the Company or a
Restricted Subsidiary; PROVIDED that such Investment was not made in
contemplation of such transaction or series of transactions ; (h) Hedging
Obligations permitted under clause (x) of paragraph (b) of Section 1010; (i)
loans and advances to officers, directors and employees for business- related
travel expenses, moving expenses and other similar expenses, in each case
incurred in the ordinary course of business; (j) any Investment in a Similar
Business (other than an Investment in an Unrestricted Subsidiary) having an
aggregate fair market value, taken together with all other Investments made
pursuant to this clause (j) that are at that time outstanding, not to exceed the
greater of (x) $50.0 million or (y) 15% of Total Assets at the time of such
Investment (with the fair market value of each Investment being measured at the
time made and without giving effect to subsequent changes in value); (k)
Investments the payment for which consists of Equity Interests of the Company
(exclusive of Disqualified Stock); PROVIDED, HOWEVER, that such Equity Interests
will not increase the amount available for Restricted Payments under clause (C)
of Section 1009(a) hereof; (l) additional Investments having an aggregate fair
market value, taken together with all other Investments made pursuant to this
clause (l) that are at that time outstanding, not to exceed the greater of (x)
$30.0 million or (y) 10% of Total Assets at the time of such Investment (with
the fair market value of each Investment being measured at the time made and
without giving effect to subsequent changes in value); (m) any transaction to
the extent it constitutes an investment that is permitted by and made in
accordance with the provisions of Section 1012(b) hereof (except transactions
described in clauses (ii) and (vi) of such paragraph); and (n) Investments
relating to any special purpose Wholly Owned Subsidiary of the Company organized
in connection with a Receivables Facility that, in the good faith determination
of the Board of Directors of the Company, are necessary or advisable to effect
such Receivables Facility.

     "PERSON" means any individual, corporation, partnership, joint venture,
association, joint stock company, trust, unincorporated organization, government
or any agency or political subdivision thereof or any other entity.


<PAGE>
                                                                              21


     "PHYSICAL NOTES" means Notes issued in definitive, certificated form.

     "PREDECESSOR NOTE" of any particular Note means every previous Note
evidencing all or a portion of the same debt as that evidenced by such
particular Note; and, for the purposes of this definition, any Note
authenticated and delivered under Section 310 in exchange for a mutilated
security or in lieu of a lost, destroyed or stolen Note shall be deemed to
evidence the same debt as the mutilated, lost, destroyed or stolen Note.

     "PREFERRED STOCK" means any Equity Interest with preferential right of
payment of dividends or upon liquidation, dissolution, or winding up.

     "QIB" means a "QUALIFIED INSTITUTIONAL BUYER" under Rule 144A.

     "RECEIVABLES FACILITY" means one or more receivables financing facilities,
as amended from time to time, pursuant to which the Company and/or any of its
Restricted Subsidiaries sells its accounts receivable to a Person that is not a
Restricted Subsidiary.

     "RECEIVABLES FEES" means distributions or payments made directly or by
means of discounts with respect to any participation interests issued or sold in
connection with, and other fees paid to a Person that is not a Restricted
Subsidiary in connection with, any Receivables Facility.

     "REDEMPTION DATE," when used with respect to any Note 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 Note to be redeemed,
means the price at which it is to be redeemed pursuant to this Indenture.

     "REGISTRATION DEFAULT" has the meaning specified in the second paragraph of
Section 204.

     "REGISTRATION RIGHTS AGREEMENT" means the Registration Rights Agreement,
dated as of April 10, 2001, among the Company and the holders of Initial Notes.

     "REGULAR RECORD DATE" for the interest payable on any Interest Payment Date
means the April 1 or October 1 (whether or not a Business Day), as the case may
be, next preceding such Interest Payment Date.

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


<PAGE>
                                                                              22


     "RELATED PARTIES" means any Person controlled by a Permitted Holder,
including any partnership of which a Permitted Holder or its Affiliates is the
general partner.

     "REPRESENTATIVE" means (i) with respect to the Credit Facility, the Bank
Agent and (ii) with respect to any other Senior Indebtedness, the indenture
trustee or other trustee, agent or representative for the holders of such Senior
Indebtedness.

     "REPURCHASE OFFER" means an offer made by the Company to purchase all or
any portion of a Holder's Notes pursuant to Sections 1016 and 1017 herein.

     "RESPONSIBLE OFFICER", when used with respect to the Trustee, means any
vice president, the secretary, any assistant secretary, the treasurer, any
assistant treasurer, the cashier, any trust officer or assistant trust officer,
the controller or any assistant controller or any other officer of the Trustee
customarily performing functions similar to those performed by any of the
above-designated officers, and also means, with respect to a particular
corporate trust matter, any other officer to whom such matter is referred
because of his knowledge of and familiarity with the particular subject.

     "RESTRICTED INVESTMENT" means an Investment other than a Permitted
Investment.

     "RESTRICTED SUBSIDIARY" means, at any time, any direct or indirect
Subsidiary of the Company that is not then an Unrestricted Subsidiary; PROVIDED,
HOWEVER, that upon the occurrence of an Unrestricted Subsidiary ceasing to be an
Unrestricted Subsidiary, such Subsidiary shall be included in the definition of
"Restricted Subsidiary."

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

     "S&P" means Standard and Poor's Ratings Group, a division of McGraw-Hill,
Inc., and its successors.

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

     "SENIOR INDEBTEDNESS" means (i) the Obligations under the Credit Facility
and (ii) any other Indebtedness permitted to be incurred by the Company under
the terms of this Indenture, unless the instrument under which such Indebtedness
is incurred expressly provides that it is on a parity with or subordinated in
right of payment to the Notes, including, with respect to (i) and (ii), interest
accruing subsequent to the filing of, or which

<PAGE>
                                       23


would have accrued but for the filing of, a petition for bankruptcy, whether or
not such interest is an allowable claim in such bankruptcy proceeding.
Notwithstanding anything to the contrary in the foregoing, Senior Indebtedness
will not include (1) any liability for federal, state, local or other taxes owed
or owing by the Company, (2) any obligation of the Company to any of its
Subsidiaries, (3) any accounts payable or trade liabilities arising in the
ordinary course of business (including instruments evidencing such liabilities)
other than obligations in respect of bankers' acceptances and letters of credit
under the Credit Facility, (4) any Indebtedness that is incurred in violation of
this Indenture, (5) Indebtedness which, when incurred and without respect to any
election under Section 1111(b) of Title 11, United States Code, is without
recourse to the Company, (6) any Indebtedness, guarantee or obligation of the
Company which is subordinate or junior to any other Indebtedness, guarantee or
obligation of the Company, (7) Indebtedness evidenced by the Notes and (8)
Capital Stock of the Company.

     "SIGNIFICANT SUBSIDIARY" means any Subsidiary that would be a "significant
subsidiary" as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated
pursuant to the Securities Act, as such Regulation is in effect on the date
hereof.

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

     "SIMILAR BUSINESS" means a business the majority of whose revenues are
derived from the provision of diagnostic or therapeutic services or any business
or activity that is reasonably similar thereto or a reasonable extension,
development or expansion thereof or ancillary thereto as determined in good
faith by the Board of Directors of the Company.


     "SPECIAL RECORD DATE" for the payment of any Defaulted Interest means a
date fixed by the Trustee pursuant to Section 311.

     "STATED MATURITY" when used with respect to any Note or any installment of
interest thereon, means the date specified in such Note as the fixed date on
which the principal of such Note or such installment of interest is due and
payable, and, when used with respect to any other Indebtedness, means the date
specified in the instrument governing such Indebtedness as the fixed date on
which the principal of such Indebtedness, or any installment of interest
thereon, is due and payable.

     "SUBORDINATED INDEBTEDNESS" means (a) with respect to

<PAGE>
                                                                              24


the Notes, any Indebtedness of the Company which is by its terms subordinated in
right of payment to the Notes and (b) with respect to any Guarantee, any
Indebtedness of the applicable Guarantor which is by its terms subordinated in
right of payment to such Guarantee.

     "SUBORDINATED NOTE OBLIGATIONS" means any principal of, premium, if any,
and interest on the Notes payable pursuant to the terms of the Notes or upon
acceleration, together with and including any amounts received upon the exercise
of rights of rescission or other rights of action (including claims for damages)
or otherwise, to the extent relating to the purchase price of the Notes or
amounts corresponding to such principal, premium, if any, or interest on the
Notes.

     "SUBSIDIARY" means, with respect to any Person, (i) any corporation,
association, or other business entity (other than a partnership) of which more
than 50% of the total voting power of shares of Capital Stock entitled (without
regard to the occurrence of any contingency) to vote in the election of
directors, managers or trustees thereof is at the time of determination owned or
controlled, directly or indirectly, by such Person or one or more of the other
Subsidiaries of that Person or a combination thereof and (ii) any partnership,
joint venture, limited liability company or similar entity of which (x) more
than 50% of the capital accounts, distribution rights, total equity and voting
interests or general or limited partnership interests, as applicable, are owned
or controlled, directly or indirectly, by such Person or one or more of the
other Subsidiaries of that Person or a combination thereof whether in the form
of membership, general, special or limited partnership or otherwise and (y) such
Person or any Wholly Owned Restricted Subsidiary of such Person is a controlling
general partner or otherwise controls such entity.

     "TOTAL ASSETS" means the total consolidated assets of the Company and its
Restricted Subsidiaries, as shown on the most recent balance sheet (excluding
the footnotes thereto) of the Company.

     "TREASURY RATE" means, as of any Redemption Date, the yield to maturity as
of such Redemption Date of United States Treasury securities with a constant
maturity (as compiled and published in the most recent Federal Reserve
Statistical Release H.15 (519) that has become publicly available at least two
Business Days prior to the Redemption Date (or, if such Statistical Release is
no longer published, any publicly available source of similar market data)) most
nearly equal to the period from the Redemption Date to April 15, 2006; PROVIDED,
HOWEVER, that if the period from the Redemption Date to April 15, 2006 is less
than one year, the weekly average yield on actually traded United States
Treasury securities adjusted to a constant maturity of one year shall be used.


<PAGE>
                                                                              25


     "TRUST INDENTURE ACT" or "TIA" means the Trust Indenture Act of 1939, as
amended and as in force on the date as of which this Indenture was executed,
except as provided in Section 905.

     "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
such successor Trustee.

     "UNRESTRICTED SUBSIDIARY" means (i) any Subsidiary of the Company which at
the time of determination is an Unrestricted Subsidiary (as designated by the
Board of Directors of the Company, as provided below); (ii) any Subsidiary of an
Unrestricted Subsidiary; and (iii) each of (A) Alliance Imaging Financial
Services, Inc., (B) Alliance-Newport Harbor Radiology Group PET Services LLC,
(C) Valley Imaging Partnership-Alliance PET Services LLC and (D) Alliance
Diagnostics Venture, LLC. The Board of Directors of the Company may designate
any Subsidiary of the Company (including any existing Subsidiary and any newly
acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless
such Subsidiary or any of its Subsidiaries owns any Equity Interests of, or
owns, or holds any Lien on, any property of, the Company or any Subsidiary of
the Company (other than any Subsidiary of the Subsidiary to be so designated);
PROVIDED that (a) any Unrestricted Subsidiary must be an entity of which shares
of the capital stock or other equity interests (including partnership interests)
entitled to cast at least a majority of the votes that may be cast by all shares
or equity interests having ordinary voting power for the election of directors
or other governing body are owned, directly or indirectly, by the Company, (b)
the Company certifies that such designation complies with Section 1009 hereof
and (c) each of (I) the Subsidiary to be so designated and (II) its Subsidiaries
has not at the time of designation, and does not thereafter, create, incur,
issue, assume, guarantee or otherwise become directly or indirectly liable with
respect to any Indebtedness pursuant to which the lender has recourse to any of
the assets of the Company or any of its Restricted Subsidiaries. The Board of
Directors may designate any Unrestricted Subsidiary (including any Unrestricted
Subsidiary set forth in clause (iii) of this definition) to be a Restricted
Subsidiary; PROVIDED that, immediately after giving effect to such designation,
(x) the Company could incur at least $1.00 of additional Indebtedness under
paragraph (a) of Section 1010 or (y) the Fixed Charge Coverage Ratio for the
Company and its Restricted Subsidiaries would be greater than such ratio for the
Company and its Restricted Subsidiaries immediately prior to such designation,
in each case on a pro forma basis taking into account such designation. Any such
designation by the Board of Directors shall

<PAGE>
                                                                              26


be notified by the Company to the Trustee by promptly filing with the Trustee a
copy of the board resolution giving effect to such designation and an Officers'
Certificate certifying that such designation complied with the foregoing
provisions.

     "VICE PRESIDENT", when used with respect to the Company or the Trustee,
means any vice president, whether or not designated by a number or a word or
words added before or after the title "VICE PRESIDENT".

     "VOTING STOCK" of any Person as of any date means the Capital Stock of such
Person that is at the time entitled to vote in the election of the Board of
Directors of such Person.

     "WEIGHTED AVERAGE LIFE TO MATURITY" means, when applied to any Indebtedness
or Disqualified Stock, as the case may be, at any date, the quotient obtained by
dividing (i) the sum of the products of the number of years from the date of
determination to the date of each successive scheduled principal payment of such
Indebtedness or redemption or similar payment with respect to such Disqualified
Stock multiplied by the amount of such payment, by (ii) the sum of all such
payments.

     "WHOLLY OWNED RESTRICTED SUBSIDIARY" is any Wholly Owned Subsidiary that is
a Restricted Subsidiary.

     "WHOLLY OWNED SUBSIDIARY" of any Person means a Subsidiary of such Person
100% of the outstanding Capital Stock or other ownership interests of which
(other than directors' qualifying shares) shall at the time be owned by such
Person or by one or more Wholly Owned Subsidiaries of such Person and one or
more Wholly Owned Subsidiaries of such Person.

     SECTION 102. COMPLIANCE CERTIFICATES AND OPINIONS. Upon any application or
request by the Company to the Trustee to take any action under any provision of
this Indenture, the Company and any Guarantor (if applicable) and any other
obligor on the Notes (if applicable) shall furnish to the Trustee an Officers'
Certificate in form and substance reasonably acceptable to the Trustee stating
that all conditions precedent, if any, provided for in this Indenture (including
any covenant compliance with which constitutes a condition precedent) 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 an Officers' Certificate and an Opinion of Counsel
is specifically required by any provision of this Indenture relating to such
particular application or request, no additional certificate or opinion need be
furnished.

     Each certificate or opinion with respect to compliance


<PAGE>
                                                                              27


with a condition or covenant provided for in this Indenture (including without
limitation certificates provided pursuant to Section 1018(a)) shall include:

          (1) a statement that each individual signing such certificate or
     opinion has read such covenant or condition 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 or such
     firm, he or it has made such examination or investigation as is necessary
     to enable him or it to express an informed opinion as to whether or not
     such covenant or condition has been complied with; and

          (4) a statement as to whether, 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 with respect 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, any Guarantor or
other obligor on the Notes may be based, insofar as it relates to legal matters,
upon a certificate or opinion of, or representations by, counsel, unless such
officer knows, or in the exercise of reasonable care should know, that the
certificate or opinion or representations with respect to the matters upon which
his certificate or opinion is based are erroneous. Any such certificate or
Opinion of Counsel 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, any Guarantor or other obligor on the Notes stating that the
information with respect to such factual matters is in the possession of the
Company, any Guarantor or other obligor on the Notes unless such counsel knows,
or in the exercise of reasonable care should know, that the certificate or
opinion or representations with respect to such matters are erroneous.


<PAGE>
                                                                              28


     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 may be embodied in and evidenced by one or more
instruments of substantially similar tenor signed by such Holders in person or
by agents duly appointed in writing; and, except as herein otherwise expressly
provided, such action shall become effective when such instrument or instruments
are received by a Responsible Officer of the Trustee and, where it is hereby
expressly required, to the Company. Such instrument or instruments (and the
action embodied therein and evidenced thereby) are herein sometimes referred to
as the "ACT" of the Holders signing such instrument or instruments. Proof of
execution of any such instrument or of a writing appointing any such agent shall
be sufficient for any purpose of this Indenture and conclusive in favor of the
Trustee and the Company, if made in the manner provided in this Section 104.

     (b) The fact and date of the execution by any Person of any such instrument
or writing may be proved in any reasonable manner that the Trustee deems
sufficient.

     (c) The principal amount and serial numbers of Notes held by any Person,
and the date of holding the same, shall be proved by the Note Register.

     (d) If the Company shall solicit from the Holders of Notes any request,
demand, authorization, direction, notice, consent, waiver or other Act, the
Company may, at its option, by 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 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 Notes have authorized or agreed or consented to such
request, demand, authorization, direction, notice, consent, waiver or other Act,
and for that purpose the Outstanding Notes shall be computed as

<PAGE>
                                                                              29

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 six
months after the record date.

     (e) Any request, demand, authorization, direction, notice, consent, waiver
or other Act of the Holder of any Note shall bind every future Holder of the
same Note and the Holder of every Note issued upon the registration of transfer
thereof or in exchange therefor or in lieu thereof (including in accordance with
Section 310) in respect of anything done, omitted or suffered to be done by the
Trustee, any Paying Agent or the Company or any Guarantor in reliance thereon,
whether or not notation of such action is made upon such Note.

     SECTION 105. NOTICES, ETC., TO TRUSTEE, THE COMPANY AND ANY GUARANTOR. 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 Guarantor or any other obligor on the Notes shall be
sufficient for every purpose hereunder if made, given, furnished or delivered in
writing and mailed, first-class postage prepaid, or delivered by recognized
overnight courier, to or with the Trustee and received at its Corporate Trust
Office, Attention: Corporate Trust Administration - Alliance Imaging, Inc., or
(2) the Company or any Guarantor by the Trustee or by any Holder shall be
sufficient for every purpose hereunder (unless otherwise herein expressly
provided) if made, given, furnished or delivered, in writing, or mailed,
first-class postage prepaid, or delivered by recognized overnight courier, to
the Company or such Guarantor addressed to it at the address of its 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
Guarantor.

     SECTION 106. NOTICE TO HOLDERS; WAIVER. Where this Indenture provides for
notice of any event to Holders by the Company or the Trustee, such notice shall
be sufficiently given (unless otherwise herein expressly provided) if in writing
and mailed, first-class postage prepaid, to each Holder affected by such event,
at his address as it appears in the Note 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 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. 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. Where this Indenture provides for
notice

<PAGE>
                                                                              30


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.

     In case by reason of the suspension of or irregularities in regular mail
service or by reason of any other cause, it shall be impracticable to mail
notice of any event to Holders when such notice is required to be given pursuant
to any provision of this Indenture, then any manner of giving such notice as
shall be satisfactory to the Trustee shall be deemed to be a sufficient giving
of such notice for every purpose hereunder.

     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 shall bind its successors and assigns, whether so
expressed or not.

     SECTION 109. SEPARABILITY CLAUSE. In case any provision in this Indenture
or in the Notes shall be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby.

     SECTION 110. BENEFITS OF INDENTURE. Nothing in this Indenture or in the
Notes, express or implied, shall give to any Person, (other than the parties
hereto, any Agent and their successors hereunder and each of the Holders and,
with respect to any provisions hereof relating to the subordination of the Notes
or the rights of holders of Senior Indebtedness, the holders of Senior
Indebtedness) any benefit or any legal or equitable right, remedy or claim under
this Indenture.

     SECTION 111. GOVERNING LAW. THIS INDENTURE AND THE NOTES SHALL BE GOVERNED
BY THE LAW OF THE STATE OF NEW YORK EXCLUDING (TO THE GREATEST EXTENT
PERMISSIBLE BY LAW) ANY RULE OF LAW THAT WOULD CAUSE THE APPLICATION OF THE LAWS
OF ANY JURISDICTION OTHER THAN THE STATE OF NEW YORK. UPON THE ISSUANCE OF THE
EXCHANGE NOTES OR THE EFFECTIVENESS OF THE SHELF REGISTRATION STATEMENT, THIS
INDENTURE SHALL BE 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
<PAGE>
                                                                              31


Interest Payment Date, any date established for payment of Defaulted Interest
pursuant to Section 311 or Redemption Date or Stated Maturity or Maturity of any
Note shall not be a Business Day, then (notwithstanding any other provision of
this Indenture or of the Notes) payment of principal (or premium, if any) or
interest need not be made on such date, but may be made on the next succeeding
Business Day with the same force and effect as if made on the Interest Payment
Date or date established for payment of Defaulted Interest pursuant to Section
311, Redemption Date, or at the Stated Maturity or Maturity; PROVIDED that no
interest shall accrue for the period from and after such Interest Payment Date,
Redemption Date or date established for payment of Defaulted Interest pursuant
to Section 311, Stated Maturity or Maturity, as the case may be, to the next
succeeding Business Day.

     SECTION 113. NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES,
STOCKHOLDERS OR INCORPORATORS. No director, officer, employee, incorporator or
stockholder, as such, of the Company or any Guarantor shall have any liability
for any obligations of the Company or such Guarantor under the Notes, this
Indenture or any Guarantee or for any claim based on, in respect of, or by
reason of, such obligations or their creations. Each Holder by accepting a Note
waives and releases all such liability. Such waiver and release are part of the
consideration for the issuance of the Notes.

     SECTION 114. COUNTERPARTS. This Indenture may be executed in any number of
counterparts, each of which shall be original; but such counterparts shall
together constitute but one and the same instrument.

     SECTION 115. TRUST INDENTURE ACT CONTROLS. If any provision of this
Indenture limits, qualifies or conflicts with another provision that is required
or deemed to be included in this Indenture by the TIA, such required or deemed
provision shall control.

<PAGE>
                                                                              32


                                   ARTICLE TWO

                                   NOTE FORMS

     SECTION 201. FORMS GENERALLY. The Initial Notes shall be known as the " %
Senior Subordinated Notes due 2011" and the Exchange Notes shall be known as the
" % Series B Senior Subordinated Notes due 2011," in each case, of the Company.
The Notes and the Trustee's certificate of authentication shall be in
substantially the forms set forth in this Article, with such appropriate
insertions, omissions, substitutions and other variations as are required or
permitted by this Indenture, and may have such letters, numbers or other marks
of identification and such legends or endorsements placed thereon as may be
required to comply with the rules of any securities exchange or as may,
consistently herewith, be determined by the officers executing such Notes, as
evidenced by their execution of the Notes. Any portion of the text of any Note
may be set forth on the reverse thereof, with an appropriate reference thereto
on the face of the Note. Each Note shall be dated the date of its
authentication.

     The definitive Notes shall be printed, lithographed or engraved on
steel-engraved borders or may be produced in any other manner, all as determined
by the officers of the Company executing such Notes, as evidenced by their
execution of such Notes.

     Initial Notes offered and resold in reliance on Rule 144A to QIBs will be
issued on the Issuance Date in the form of a permanent global Note substantially
in the form set forth in Sections 204 and 205 (the "U.S. GLOBAL NOTE") deposited
with the Trustee, as custodian for the Depositary, duly executed by the Company
and authenticated by the Trustee as hereinafter provided. The U.S. Global Note
(which may be represented by more than one certificate, if so required by the
Depositary's rules regarding the maximum principal amount to be represented by a
single certificate) will represent Initial Notes sold to QIB's.

     Initial Notes offered and resold in reliance on Regulation S, if any, will
initially be issued in the form of a temporary global Note (the "TEMPORARY
OFFSHORE GLOBAL NOTE"). Beneficial interests in the Temporary Offshore Global
Note will be exchanged for beneficial interests in a corresponding permanent
global Note (the "PERMANENT OFFSHORE GLOBAL NOTE" and, together with the
Temporary Offshore Global Note, each an "Offshore Global Note" and, together
with the Temporary Offshore Global Note and the U.S. Global Notes, each a
"GLOBAL NOTE") within a reasonable period after the expiration of the Restricted
Period (as defined below) upon delivery of the certification contemplated by
Section 203. Each Offshore Global Note will be deposited upon issuance with, or
on behalf of, the Trustee as

<PAGE>
                                                                              33


custodian for the Depositary in the manner described in the preceding paragraph
for credit to the respective accounts of the purchasers (or to such other
accounts as they may direct) at Morgan Guaranty Trust Company of New York,
Brussels Office, as operator of the Euroclear System ("EUROCLEAR"), or Cedel
Bank, societe anonyme ("CEDEL"). Prior to the 40th day after the later of the
commencement of the offering of the Initial Notes and the Closing Date (such
period through and including such 40th day, the "Restricted Period"), interests
in the Temporary Offshore Global Note may only be held through Euroclear or
CEDEL unless exchanged for interests in a U.S. Global Note in accordance with
the transfer and certification requirements described herein.

     Investors may hold their interests in the applicable Offshore Global Note
directly through Euroclear or CEDEL, if they are participants in such systems,
or indirectly through organizations which are participants in such systems.
After the expiration of the Restricted Period (but not earlier), investors may
also hold such interests through organizations other than Euroclear or CEDEL
that are participants in the Depositary's system. Euroclear and CEDEL will hold
such interests in the applicable Offshore Global Note on behalf of their
participants through customers' securities accounts in their respective names on
the books of their respective depositories. Such depositories, in turn, will
hold such interests in the applicable Offshore Global Note in customers'
securities accounts in the depositories' names on the books of the Depositary.

     The aggregate principal amount of each Global Note may from time to time be
increased or decreased by adjustments made on the records of the Trustee, as
custodian for the Depositary or its nominee, as hereinafter provided. Transfers
among Global Notes by the beneficial owners of the interests therein will be
represented by appropriate increases and decreases to the respective amounts of
the appropriate Global Notes, as more fully provided in Section 307.

     Certificated Notes in registered form in substantially the form set forth
in Sections 204 and 205 (the "PHYSICAL NOTES") shall be transferred in certain
circumstances to all beneficial owners in exchange for their beneficial
interests in the Global Notes as set forth in Section 306.

     SECTION 202. RESTRICTIVE LEGENDS. Unless and until (i) an Initial Note is
sold under an effective Registration Statement or (ii) an Initial Note is
exchanged for an Exchange Note in connection with an effective Registration
Statement, in each case pursuant to the Registration Rights Agreement, each such
Global Note and Physical Note shall bear the following legend (the "Private
Placement Legend") on the face thereof unless otherwise agreed by the Company
and the Holder thereof:

<PAGE>
                                                                              34


     THIS NOTE (OR ITS PREDECESSOR) HAS NOT BEEN REGISTERED UNDER THE U.S.
     SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND,
     ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED
     WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S.
     PERSONS, EXCEPT AS SET FORTH IN THE SECOND SENTENCE HEREOF. BY ITS
     ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE HOLDER (1)
     REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN
     RULE 144A UNDER THE SECURITIES ACT) (A "QIB"), (B) IT IS ACQUIRING THIS
     NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE
     SECURITIES ACT OR (C) IT IS AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS
     DEFINED IN RULE 501(A)(1), (2), (3) OR (7) OF REGULATION D UNDER THE
     SECURITIES ACT) (AN "IAI"), (2) AGREES THAT IT WILL NOT, WITHIN THE TIME
     PERIOD REFERRED TO UNDER RULE 144(K) (TAKING INTO ACCOUNT THE PROVISIONS OF
     RULE 144(D) UNDER THE SECURITIES ACT, IF APPLICABLE) UNDER THE SECURITIES
     ACT AS IN EFFECT ON THE DATE OF THE TRANSFER OF THIS NOTE, RESELL OR
     OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO THE COMPANY OR ANY OF ITS
     SUBSIDIARIES, (B) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QIB
     PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB IN A TRANSACTION
     MEETING THE REQUIREMENTS OF RULE 144A, (C) IN AN OFFSHORE TRANSACTION
     MEETING THE REQUIREMENTS OF RULE 903 OR 904 OF THE SECURITIES ACT, (D) IN A
     TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT,
     (E) TO AN IAI THAT, PRIOR TO SUCH TRANSFER, FURNISHES THE TRUSTEE A SIGNED
     LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE
     TRANSFER OF THIS NOTE (THE FORM OF WHICH CAN BE OBTAINED FROM THE TRUSTEE)
     AND AN OPTION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH TRANSFER IS IN
     COMPLIANCE WITH THE SECURITIES ACT, (F) IN ACCORDANCE WITH ANOTHER
     EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND
     BASED UPON AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY) OR (G) PURSUANT
     TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE, IN ACCORDANCE
     WITH THE APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR
     ANY OTHER APPLICABLE JURISDICTION AND (3) AGREES THAT IT WILL DELIVER TO
     EACH PERSON TO WHOM THIS NOTE OR AN INTEREST HEREIN IS TRANSFERRED A NOTICE
     SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. AS USED HEREIN, THE TERMS
     "OFFSHORE TRANSACTION" AND "UNITED STATES" HAVE THE MEANINGS GIVEN TO THEM
     BY RULE 902 OF REGULATION S UNDER THE SECURITIES ACT. THE INDENTURE
     CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY
     TRANSFER OF THIS NOTE IN VIOLATION OF THE FOREGOING.

     Each Global Note, whether or not an Initial Note, shall also bear the
following legend on the face thereof:

     UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED

<PAGE>
                                                                              35


     REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY ("DTC") TO THE COMPANY OR
     ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
     CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER
     REPRESENTATIVE OF DTC AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
     DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY
     AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
     PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
     WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
     HEREIN.

     TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE,
     BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR
     SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY
     SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET
     FORTH IN SECTIONS 306 AND 307 OF THE INDENTURE.


<PAGE>
                                                                              36


     SECTION 203. FORM OF CERTIFICATE TO BE DELIVERED UPON TERMINATION OF
RESTRICTED PERIOD.

                            On or after May 20, 2001

The Bank of New York
101 Barclay Street
FLOOR 21 WEST
New York, New York  10286
Attention: Corporate Trust Administration - Alliance Imaging, Inc.

Re:  ALLIANCE IMAGING, INC. (the "Company")
       % SENIOR SUBORDINATED NOTES DUE 2011 (THE "NOTES")

Ladies and Gentlemen:

     This letter relates to Notes represented by a temporary global note (the
"Temporary Offshore Global Note"). Pursuant to Section 201 of the Indenture
dated as of April 10, 2001, relating to the Notes (the "INDENTURE"), we hereby
certify that the persons who are the beneficial owners of $[ ] principal amount
of Notes represented by the Temporary Offshore Global Note are persons outside
the United States to whom beneficial interests in such Notes could be
transferred in accordance with Rule 904 of Regulation S promulgated under the
Securities Act of 1933, as amended. Accordingly, you are hereby requested to
issue a Permanent Offshore Global Note representing the undersigned's interest
in the principal amount of Notes represented by the Temporary Offshore Global
Note, all in the manner provided by the Indenture.

     You and the Company are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any interested
party in any administrative or legal proceedings or official inquiry with
respect to the matters covered hereby. Terms used in this certificate have the
meanings set forth in Regulation S.

                                      Very truly yours,

                                      [Name of Holder]

                                      By:

                                      Authorized Signature

<PAGE>
                                                                              37


     SECTION 204. FORM OF FACE OF NOTE.

                             ALLIANCE IMAGING, INC.

                           % Senior Subordinated Note due 2011
                                CUSIP No. [                  ]
                                Common Code No. [      ]
                                ISIN No. [                    ]* NO.
                                $

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


     ALLIANCE IMAGING, INC., a Delaware corporation (herein called the
"COMPANY", which term includes any successor Person under the Indenture
hereinafter referred to), for value received, hereby promises to pay to Cede &
Co. or registered assigns, the principal sum of $__________ U.S. dollars on
April 15, 2011, at the office or agency of the Company referred to below, and to
pay interest thereon on October 15, 2001, and semi-annually thereafter, on April
15 and October 15 in each year, from April 10, 2001, or from the most recent
Interest Payment Date to which interest has been paid or duly provided for, at
the rate of 10.375% per annum, until the principal hereof is paid or duly
provided for, and (to the extent lawful) to pay on demand interest on any
overdue interest at the rate borne by the Notes from the date on which such
overdue interest becomes payable to the date payment of such interest has been
made or duly provided for. The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, as provided in such Indenture,
be paid to the Person in whose name this Note (or one or more Predecessor Notes)
is registered at the close of business on the Regular Record Date for such
interest, which shall be the April 1 or May 1 (whether or not a Business Day),
as the case may be, next preceding such Interest Payment Date. Any such interest
not so punctually paid or duly provided for shall forthwith cease to be payable
to the Holder on such Regular Record Date, and such defaulted interest, and (to
the extent lawful) interest on such defaulted interest at the rate borne by the
Notes, may be paid to the Person in whose name this Note (or one or more
Predecessor Notes) is registered at the close of business on a Special Record
Date for the payment of such Defaulted Interest to be fixed by the Trustee,
notice whereof shall be given to Holders of Notes not less than 10 days prior to
such Special Record Date, or may be paid at any time in any other lawful manner
not inconsistent with the requirements of any securities exchange on which the
Notes may be listed, and upon such notice as may be required by such exchange,
all as more fully provided in said Indenture.


----------
     * Include only for Temporary Offshore Global Note and Permanent Offshore
Global Note.


<PAGE>
                                                                              38


     [THE HOLDER OF THIS NOTE IS ENTITLED TO THE BENEFITS OF THE REGISTRATION
RIGHTS AGREEMENT, DATED AS OF APRIL 10, 2001 (THE "REGISTRATION RIGHTS
AGREEMENT"), BETWEEN THE COMPANY AND THE INITIAL PURCHASER NAMED THEREIN. THE
REGISTRATION RIGHTS AGREEMENT WILL PROVIDE THAT (i) THE COMPANY WILL FILE AN
EXCHANGE OFFER REGISTRATION STATEMENT (AS DEFINED IN THE REGISTRATION RIGHTS
AGREEMENT) WITH THE COMMISSION ON OR PRIOR TO 540 DAYS AFTER THE DATE OF
ORIGINAL ISSUE OF THE NOTES, (ii) THE COMPANY WILL USE ITS BEST EFFORTS TO HAVE
THE EXCHANGE OFFER REGISTRATION STATEMENT DECLARED EFFECTIVE BY THE COMMISSION
ON OR PRIOR TO 75 DAYS AFTER SUCH FILING, (iii) UNLESS THE EXCHANGE OFFER (AS
DEFINED IN THE REGISTRATION RIGHTS AGREEMENT) WOULD NOT BE PERMITTED BY
APPLICABLE LAW OR COMMISSION POLICY, THE COMPANY WILL COMMENCE THE EXCHANGE
OFFER AND USE ITS BEST EFFORTS TO ISSUE ON OR PRIOR TO 30 BUSINESS DAYS AFTER
THE DATE ON WHICH THE EXCHANGE OFFER REGISTRATION STATEMENT WAS DECLARED
EFFECTIVE BY THE COMMISSION, EXCHANGE NOTES (AS DEFINED IN THE REGISTRATION
RIGHTS AGREEMENT) IN EXCHANGE FOR ALL NOTES TENDERED PRIOR THERETO IN THE
EXCHANGE OFFER AND (iv) IF OBLIGATED TO FILE THE SHELF REGISTRATION STATEMENT
(AS DEFINED IN THE REGISTRATION RIGHTS AGREEMENT) THE COMPANY WILL USE ITS BEST
REASONABLE EFFORTS TO FILE THE SHELF REGISTRATION STATEMENT WITH THE COMMISSION
ON OR PRIOR TO 30 DAYS AFTER SUCH FILING OBLIGATION ARISES AND TO CAUSE THE
SHELF REGISTRATION STATEMENT TO BE DECLARED EFFECTIVE BY THE COMMISSION ON OR
PRIOR TO 75 DAYS AFTER SUCH FILING. IF (a) THE COMPANY FAILS TO FILE ANY OF THE
REGISTRATION STATEMENTS REQUIRED BY THE REGISTRATION RIGHTS AGREEMENT ON OR
BEFORE THE DATE SPECIFIED FOR SUCH FILING, (b) ANY OF SUCH REGISTRATION
STATEMENTS IS NOT DECLARED EFFECTIVE BY THE COMMISSION ON OR PRIOR TO THE DATE
SPECIFIED FOR SUCH EFFECTIVENESS (THE "EFFECTIVENESS TARGET DATE"), (c) THE
COMPANY FAILS TO CONSUMMATE THE EXCHANGE OFFER WITHIN 30 BUSINESS DAYS OF THE
EFFECTIVENESS TARGET DATE WITH RESPECT TO THE EXCHANGE OFFER REGISTRATION
STATEMENT OR (d) THE SHELF REGISTRATION STATEMENT OR THE EXCHANGE OFFER
REGISTRATION STATEMENT IS DECLARED EFFECTIVE BUT THEREAFTER CEASES TO BE
EFFECTIVE OR USABLE IN CONNECTION WITH RESALES OF TRANSFER RESTRICTED SECURITIES
(AS DEFINED IN THE REGISTRATION RIGHTS AGREEMENT) DURING THE PERIODS SPECIFIED
IN THE REGISTRATION RIGHTS AGREEMENT (EACH SUCH EVENT REFERRED TO IN CLAUSES (a)
THROUGH (d) ABOVE A "REGISTRATION DEFAULT"), THEN THE COMPANY WILL PAY
LIQUIDATED DAMAGES TO EACH HOLDER OF NOTES. LIQUIDATED DAMAGES WILL ACCRUE, AT
AN ANNUAL RATE OF 0.25% OF THE AGGREGATE PRINCIPAL AMOUNT OF THE NOTES, ON THE
DATE OF SUCH REGISTRATION DEFAULT, PAYABLE IN CASH SEMI-ANNUALLY IN ARREARS ON
EACH INTEREST PAYMENT DATE, COMMENCING ON THE DATE OF SUCH REGISTRATION DEFAULT.
FOLLOWING THE CURE OF ALL REGISTRATION DEFAULTS, THE ACCRUAL OF LIQUIDATED
DAMAGES WILL CEASE.]*

--------
   * Include only for Initial Notes.

<PAGE>
                                                                              39


     Principal of, premium, if any, interest and Liquidated Damages, if any, on
the Notes will be payable at the office or agency of the Company maintained for
such purpose within the City and State of New York or at such other office or
agency of the Company as may be maintained for such purpose, or at the option of
the Company, payment of interest may be made by check mailed to the Holders of
the Notes at their respective addresses set forth in the register of Holders of
Notes or by wire transfer to an account maintained by the payee located in the
United States; PROVIDED that all payments of principal, premium, interest and
Liquidated Damages, if any, with respect to Notes represented by one or more
permanent Global Notes registered in the name of or held by The Depository Trust
Company or its nominee will be made by wire transfer of immediately available
funds to the accounts specified by the Holders thereof. Until otherwise
designated by the Company, the Company's office or agency in New York will be
the office of the Trustee maintained for such purpose.

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

     Unless the certificate of authentication hereon has been duly executed by
the Trustee or the Authenticating Agent referred to on the reverse hereof by
manual signature, this Note shall not be entitled to any benefit under the
Indenture, or be valid or obligatory for any purpose.

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


                                  ALLIANCE IMAGING, INC.


                                  By
                                     Name:
                                     Title:

<PAGE>
                                                                              40



     SECTION 205. FORM OF REVERSE OF NOTE. This Note is one of a duly authorized
issue of securities of the Company designated as its 103/8% Senior Subordinated
Notes due 2011 (the "NOTES"), limited (except as otherwise provided in the
Indenture referred to below) in aggregate principal amount of $260,000,000,
which may be issued under an indenture (the "INDENTURE") dated as of April 10,
2001 between the Company and The Bank of New York, as trustee (the "TRUSTEE",
which term includes any successor trustee under the Indenture), to which
Indenture and all indentures supplemental thereto reference is hereby made for a
statement of the respective rights, limitations of rights, duties, obligations
and immunities thereunder of the Company, the Trustee and the Holders of the
Notes, and of the terms upon which the Notes are, and are to be, authenticated
and delivered.

     The indebtedness evidenced by the Notes is, to the extent and in the manner
provided in the Indenture, subordinate and subject in right of payment to the
prior payment in full of all Senior Indebtedness as defined in the Indenture,
and this Note is issued subject to such provisions. Each Holder of this Note, by
accepting the same, (a) agrees to and shall be bound by such provisions, (b)
authorizes and directs the Trustee on his behalf to take such action as may be
necessary or appropriate to effectuate the subordination as provided in the
Indenture and (c) appoints the Trustee his attorney-in-fact for such purpose.

     On or before each payment date, the Company shall deliver or cause to be
delivered to the Trustee or the Paying Agent an amount in dollars sufficient to
pay the amount due on such payment date.

     Except as described below, the Notes will not be redeemable at the
Company's option prior to April 15, 2006. From and after April 15, 2006, the
Notes will be subject to redemption at any time at the option of the Company, in
whole or in part, upon not less than 30 nor more than 60 days' notice, at the
Redemption Prices (expressed as percentages of principal amount) set forth
below, plus accrued and unpaid interest and Liquidated Damages, if any, thereon
to the applicable redemption date, if redeemed during the twelve-month period
beginning on April 15 of each of the years indicated below:


<TABLE>
<CAPTION>

YEAR                                          REDEMPTION PRICE
<S>                                               <C>
2006                                              105.188%
2007                                              103.458%
2008                                              101.729%
2009 and thereafter                               100.000%
</TABLE>

     In addition, at any time or from time to time, on or prior to April 15,
2004, the Company may, at its option, redeem


<PAGE>
                                                                              41


up to 40% of the aggregate principal amount of Notes originally issued under the
Indenture on the Issuance Date at a Redemption Price equal to 110.375% of the
aggregate principal amount thereof, plus accrued and unpaid interest and
Liquidated Damages, if any, thereon to the Redemption Date, with the net
proceeds of one or more Equity Offerings; PROVIDED that at least 60% of the
aggregate principal amount of Notes originally issued under the Indenture on the
Issuance Date remains outstanding immediately after the occurrence of each such
redemption; PROVIDED FURTHER that such redemption shall occur within 60 days of
the date of the closing of any such Equity Offering.

     If less than all the Notes are to be redeemed pursuant to the preceding two
paragraphs, the Trustee shall select the Notes or portions thereof to be
redeemed in compliance with the requirements of the principal national
securities exchange, if any, on which the Notes being redeemed are listed, or if
the Notes are not so listed, on a pro rata basis, by lot or by such other method
the Trustee shall deem fair and appropriate (and in such manner as complies with
applicable legal requirements); PROVIDED that no such Notes of less than $1,000
shall be redeemed in part.

     At any time on or prior to April 15, 2006, the Notes may also be redeemed,
in whole but not in part, at the option of the Company upon the occurrence of a
Change of Control, upon not less than 30 nor more than 60 days prior notice (but
in no event more than 90 days after the occurrence of such Change of Control or
transfer event) mailed by first-class mail to each Holder's registered address,
at a redemption price equal to 100% of the principal amount thereof plus the
Applicable Premium as of, and accrued and unpaid interest and Liquidated
Damages, if any, to, the Redemption Date (subject to the right of Holders of
record on the relevant record date to receive interest due on the relevant
interest payment date).

     In the event of redemption or repurchase of this Note in part only, a new
Note or Notes for the unredeemed portion hereof shall be issued in the name of
the Holder hereof upon the cancellation hereof.

     Upon the occurrence of a Change of Control, unless the Company has elected
to redeem the Notes in connection with such Change of Control, the Company will
be required to make an offer to purchase all or any part (equal to $1,000 in
principal amount or an integral multiple thereof) of Notes at a price in cash
equal to 101% of the aggregate principal amount of the Notes thereof, plus
accrued and unpaid interest thereon, and Liquidated Damages, if any, thereon, if
any, to the date of purchase, in accordance with the Indenture. Holders of Notes
that are subject to an offer to purchase will receive a Change of Control Offer
from the Company prior to any related Change of Control Payment Date.


<PAGE>
                                                                              42


     Under certain circumstances, in the event the Net Proceeds received by the
Company from an Asset Sale, which proceeds are not used (i) to permanently
reduce Obligations under the Credit Facility (and to correspondingly reduce
commitments with respect thereto) or other Senior Indebtedness or Pari Passu
Indebtedness (provided that if the Company shall so reduce Obligations under
Pari Passu Indebtedness, it will equally and ratably reduce Obligations under
the Notes if the Notes are then prepayable or, if the Notes may not be then
prepaid, the Company shall make an offer (in accordance with the procedures set
forth below for an Asset Sale Offer) to all Holders to purchase at 100% of the
principal amount thereof the amount of Notes that would otherwise be prepaid),
(ii) to make an investment in any one or more businesses, capital expenditures
or acquisitions of other assets in each case, used or useful in a Similar
Business and/or (iii) to make an investment in properties or assets that replace
the properties and assets that are the subject of such Asset Sale, equal or
exceed a specified amount, the Company will be required to make an offer to all
Holders to purchase the maximum principal amount of Notes, in an integral
multiple of $1,000, that may be purchased out of such amount at a purchase price
in cash equal to 100% of the principal amount thereof, plus accrued and unpaid
interest and liquidated damages, if any, to the date of purchase, in accordance
with the Indenture. Holders of Notes that are subject to any offer to purchase
will receive an Asset Sale Offer from the Company prior to any related Asset
Sale Purchase Date.

     In the case of any redemption or repurchase of Notes, interest installments
whose Stated Maturity is on or prior to the Redemption Date will be payable to
the Holders of such Notes, or one or more Predecessor Notes, of record at the
close of business on the relevant Regular Record Date or Special Record Date, as
the case may be, referred to on the face hereof. Notes (or portions thereof) for
whose redemption and payment provision is made in accordance with the Indenture
shall cease to bear interest from and after the Redemption Date.

     If an Event of Default shall occur and be continuing, the principal of all
the Notes may be declared due and payable in the manner and with the effect
provided in the Indenture.

     The Indenture contains provisions for defeasance at any time of (a) the
entire indebtedness of the Company on this Note and (b) certain restrictive
covenants and the related Defaults and Events of Default, upon compliance by the
Company with certain conditions set forth therein, which provisions apply to
this Note.

     The Indenture permits, with certain exceptions as

<PAGE>
                                                                              43


therein provided, the amendment thereof and the modification of the rights and
obligations of the Company and the rights of the Holders under the Indenture and
the Notes and the Guarantees, if any, at any time by the Company and the Trustee
with the consent of the Holders of a specified percentage in aggregate principal
amount of the Notes at the time Outstanding. Additionally, the Indenture permits
that, without notice to or consent of any Holder, the Company, any Guarantor and
the Trustee together may amend or supplement the Indenture, any Guarantee or
this Note (i) to cure any ambiguity, defect or inconsistency, (ii) to provide
for uncertificated Notes in addition to or in place of certificated Notes, (iii)
to comply with Article Eight of the Indenture, (iv) to provide for the
assumption of the Company's or any Guarantor's obligations to Holders of such
Notes, (v) to make any change that would provide any additional rights or
benefits to the Holders of the Notes or that does not adversely affect the legal
rights under the Indenture of any such Holder, (vi) to add covenants for the
benefit of the Holders or to surrender any right or power conferred upon the
Company, (vii) to comply with requirements of the Commission in order to effect
or maintain the qualification of the Indenture under the Trust Indenture Act,
(viii) to evidence and provide for the acceptance of appointment under this
Indenture by a successor Trustee pursuant to the requirements of Section 610, or
(ix) to add a Guarantor under the Indenture. The Indenture also contains
provisions permitting the Holders of specified percentages in aggregate
principal amount of the Notes at the time Outstanding, on behalf of the Holders
of all the Notes, to waive compliance by the Company with certain provisions of
the Indenture the Notes and the Guarantees, if any, and certain past Defaults
under the Indenture and the Notes and the Guarantees, if any, and their
consequences. Any such consent or waiver by or on behalf of the Holder of this
Note shall be conclusive and binding upon such Holder and upon all future
Holders of this Note and of any Note issued upon the registration of transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent or waiver is made upon this Note.

     No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Company, any Guarantor
or any other obligor on the Notes (in the event such Guarantor or other obligor
is obligated to make payments in respect of the Notes), which is absolute and
unconditional, to pay the principal of (and premium, if any) and interest on
this Note at the times, place, and rate, and in the coin or currency, herein
prescribed, subject to the subordination provisions of the Indenture.

     As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Note is registerable on the Note Register of the
Company, upon surrender of this Note for registration of transfer at the office
or agency

<PAGE>
                                                                              44



of the Company maintained for such purpose in The City of New York,
duly endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Note Registrar duly executed by, the Holder
hereof or his attorney duly authorized in writing, and thereupon one or more new
Notes, of authorized denominations and for the same aggregate principal amount,
will be issued to the designated transferee or transferees.

     The Notes are issuable only in registered form without coupons in
denominations of $1,000 and any integral multiple thereof. As provided in the
Indenture and subject to certain limitations therein set forth, the Notes are
exchangeable for a like aggregate principal amount of Notes of a different
authorized denomination, as requested by the Holder surrendering the same.

     No service charge shall be made for any registration of transfer or
exchange or redemption of Notes, but the Company may require payment of a sum
sufficient to pay all documentary, stamp or similar issue or transfer taxes or
other governmental charges payable in connection therewith.

     Prior to the time of due presentment of this Note for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this Note is registered as the owner hereof
for all purposes, whether or not this Note be overdue, and neither the Company,
the Trustee nor any agent shall be affected by notice to the contrary.

     THIS NOTE AND THE INDENTURE SHALL BE GOVERNED BY THE LAW OF THE STATE OF
NEW YORK EXCLUDING (TO THE GREATEST EXTENT PERMISSIBLE BY LAW) ANY RULE OF LAW
THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE
STATE OF NEW YORK.

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

     All terms used in this Note which are defined in the Indenture shall have
the meanings assigned to them in the Indenture.


                             FORM OF TRANSFER NOTICE


     FOR VALUE RECEIVED the undersigned registered holder hereby sells, assigns
and transfers unto

<PAGE>
                                                                              45


[INSERT TAXPAYER IDENTIFICATION NO.]


(please print or typewrite name and address including zip code of assignee)

the within Note and all rights thereunder, hereby irrevocably constituting and
appointing

attorney to transfer said Note on the books of the Company with full power of
substitution in the premises.


[THE FOLLOWING PROVISION TO BE INCLUDED ON ALL CERTIFICATES EXCEPT PERMANENT
OFFSHORE GLOBAL NOTES]

     In connection with any transfer of this Note occurring prior to the date
that is the earlier of the date of an effective Registration Statement, as
defined in the Registration Rights Agreement dated as of April 10, 2001, or
April 10, 2003, the undersigned confirms that without utilizing any general
solicitation or general advertising that:

                                   [CHECK ONE]

[ ] (a)  this Note is being transferred in compliance with the exemption
         from registration under the Securities Act of 1933, as amended,
         provided by Rule 144A thereunder.

                                       OR

[ ] (b)  this Note is being transferred other than in accordance with (a)
         above and documents are being furnished that comply with the conditions
         of transfer set forth in this Note and the Indenture.

If neither of the foregoing boxes is checked, the Trustee or other Registrar
shall not be obligated to register this Note in the name of any Person other
than the Holder hereof unless and until the conditions to any such transfer of
registration set forth herein and in Section 307 of the Indenture shall have
been satisfied.

Date:
                                  NOTICE:       The signature  must
                                                correspond with the name as
                                                written upon the face of the
                                                within- mentioned instrument
                                                in every particular, without
                                                alteration or any change
                                                whatsoever.

<PAGE>
                                                                              46


Signature Guarantee:

TO BE COMPLETED BY PURCHASER IF (a) ABOVE IS CHECKED.

     The undersigned represents and warrants that it is purchasing this Note for
its own account or an account with respect to which it exercises sole investment
discretion and that it and any such account is a "qualified institutional buyer"
within the meaning of Rule 144A under the Securities Act of 1933, as amended,
and is aware that the sale to it is being made in reliance on Rule 144A and
acknowledges that it has received such information regarding the Company as the
undersigned has requested pursuant to Rule 144A or has determined not to request
such information and that it is aware that the transferor is relying upon the
undersigned's foregoing representations in order to claim the exemption from
registration provided by Rule 144A.



Dated:                          NOTICE:  To be executed by an executive officer.


<PAGE>
                                                                              47


                       OPTION OF HOLDER TO ELECT PURCHASE

     If you wish to have this Note purchased by the Company pursuant to Section
1016 or 1017 of the Indenture, check the applicable Box below:

               [  ] Section 1016                 [  ] Section 1017

     If you wish to have a portion of this Note purchased by the Company
pursuant to Section 1016 or 1017 of the Indenture, state the amount (in original
principal amount) below:


                             $---------------------.


Date:

Your Signature:

(Sign exactly as your name appears on the other side of this Note) Signature
Guarantee:

     SECTION 206. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Trustee's
certificate of authentication shall be in substantially the following form:


                    TRUSTEE'S CERTIFICATE OF AUTHENTICATION.

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


                                 The Bank of New York,
                                 as Trustee


By
     Authorized Signatory


Dated:

<PAGE>
                                                                              48



                                  ARTICLE THREE

                                    THE NOTES

     SECTION 301. TITLE AND TERMS. The aggregate principal amount of Notes which
may be authenticated and delivered under this Indenture is limited to
$260,000,000, except for Notes authenticated and delivered upon registration of
transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section
304, 305, 306, 307, 310, 906, 1016, 1017 or 1108 or pursuant to an Exchange
Offer.

     The Initial Notes shall be known and designated as the "103/8% SENIOR
SUBORDINATED NOTES DUE 2011" and the Exchange Notes shall be known and
designated as the "103/8% SERIES B SENIOR SUBORDINATED NOTES DUE 2011", in each
case, of the Company. The Stated Maturity of the Notes shall be April 15, 2011,
and they shall bear interest at the rate of 10.375% per annum, which rate may be
increased in the event of a Registration Default pursuant to Section 5 of the
Registration Rights Agreement dated April 10, 2001 by and among the Company and
the parties named on the signature pages thereof, from April 10, 2001, or from
the most recent Interest Payment Date to which interest has been paid or duly
provided for, payable on October 15, 2001 and semi-annually thereafter on April
15 and October 15 in each year, until the principal thereof is paid in full and
to the Person in whose name the Note (or any predecessor Note) is registered at
the close of business on the April 1 or October 1 immediately preceding such
interest payment date. Interest will be computed on the basis of a 360-day year
comprised of twelve 30-day months, until the principal thereof is paid or duly
provided for. Interest on any overdue principal, interest (to the extent lawful)
or premium, if any, shall be payable on demand.

     Principal of, premium, if any, interest and Liquidated Damages, if any, on
the Notes will be payable at the office or agency of the Company maintained for
such purpose within the City and State of New York or at such other office or
agency of the Company as may be maintained for such purposes, or at the option
of the Company, payment of liquidated damages, if any, or interest may be made
by check mailed to the Holders of the Notes at their respective addresses set
forth in the register of Holders of Notes or by wire transfer to an account
maintained by the payee located in the United States; PROVIDED that all payments
of principal, premium, if any, interest and liquidated damages, if any, with
respect to Notes represented by one or more permanent global Notes registered in
the name of or held by the Depositary or its nominee will be made by wire
transfer of immediately available funds to the accounts specified by the Holders
thereof. Until otherwise designated by the Company, the Company's office or
agency in New York will be the office of the Trustee maintained for such
purpose.
<PAGE>
                                                                              49



     Holders shall have the right to require the Company to purchase their
Notes, in whole or in part, in the event of a Change of Control pursuant to
Section 1016.

     The Notes shall be subject to repurchase by the Company pursuant to an
Asset Sale Offer as provided in Section 1017.

     The Notes shall be redeemable as provided in Article Eleven and in the
Notes.

     The Indebtedness evidenced by the Notes shall be subordinated in right of
payment to Senior Indebtedness as provided in Article Thirteen.

     SECTION 302. DENOMINATIONS. The Notes shall be issuable only in registered
form without coupons and only in denominations of $1,000 and any integral
multiple thereof.

     SECTION 303. EXECUTION, AUTHENTICATION, DELIVERY AND DATING. The Notes
shall be executed on behalf of the Company by its Chief Executive Officer or any
Vice President. The signature of any of these officers on the Notes may be
manual or facsimile signatures of the present or any future such authorized
officer and may be imprinted or otherwise reproduced on the Notes.

     Notes bearing the manual or facsimile signature of an individual who was at
any time the proper officer of the Company shall bind the Company,
notwithstanding that such individual has ceased to hold such office prior to the
authentication and delivery of such Notes or did not hold such office at the
date of such Notes.

     At any time and from time to time after the execution and delivery of this
Indenture, the Company may deliver Initial Notes executed by the Company to the
Trustee for authentication, together with a Company Order for the authentication
and delivery of such Notes, and the Trustee in accordance with such Company
Order shall authenticate and deliver the Initial Notes directing the Trustee to
authenticate the Notes and certifying that all conditions precedent to the
issuance of Notes contained herein have been fully complied with, and the
Trustee in accordance with such Company Order shall authenticate and deliver
such Initial Notes. On Company Order, the Trustee shall authenticate for
original issue Exchange Notes in an aggregate principal amount not to exceed
$260,000,000; provided that such Exchange Notes shall be issuable only upon the
valid surrender for cancellation of Initial Notes of a like aggregate principal
amount in accordance with an Exchange Offer pursuant to the Registration Rights
Agreement. In each case, the Trustee shall be entitled to receive an Officers'
Certificate and an Opinion of Counsel of the

<PAGE>
                                                                              50



Company in connection with such authentication of Notes. Such Company Order
shall specify the amount of Notes to be authenticated and the date on which the
original issue of Initial Notes or Exchange Notes, as the case may be, is to be
authenticated.

     Each Note shall be dated the date of its authentication.

     No Note shall be entitled to any benefit under this Indenture or be valid
or obligatory for any purpose unless there appears on such Note a certificate of
authentication substantially in the form provided for herein duly executed by
the Trustee by manual signature of an authorized signatory, and such certificate
upon any Note shall be conclusive evidence, and the only evidence, that such
Note has been duly authenticated and delivered hereunder and is entitled to the
benefits of this Indenture.

     In case the Company or any Guarantor, pursuant to Article Eight, shall be
consolidated or merged with or into any other Person or shall convey, transfer,
lease or otherwise dispose of its properties and assets substantially as an
entirety to any Person, and the successor Person resulting from such
consolidation, or surviving such merger, or into which the Company or such
Guarantor shall have been merged, or the Person which shall have received a
conveyance, transfer, lease or other disposition as aforesaid, shall have
executed an indenture supplemental hereto with the Trustee pursuant to Article
Eight, any of the Notes authenticated or delivered prior to such consolidation,
merger, conveyance, transfer, lease or other disposition may, from time to time,
at the request of the successor Person, be exchanged for other Notes executed in
the name of the successor Person with such changes in phraseology and form as
may be appropriate, but otherwise in substance of like tenor as the Notes
surrendered for such exchange and of like principal amount; and the Trustee,
upon Company Request of the successor Person, shall authenticate and deliver
Notes as specified in such request for the purpose of such exchange. If Notes
shall at any time be authenticated and delivered in any new name of a successor
Person pursuant to this Section 303 in exchange or substitution for or upon
registration of transfer of any Notes, such successor Person, at the option of
the Holders but without expense to them, shall provide for the exchange of all
Notes at the time Outstanding for Notes authenticated and delivered in such new
name.

     The Trustee may appoint an authenticating agent acceptable to the Company
to authenticate Notes on behalf of the Trustee. Unless limited by the terms of
such appointment, an authenticating agent may authenticate Notes whenever the
Trustee may do so. Each reference in this Indenture to authentication by

<PAGE>
                                                                              51



the Trustee includes authentication by such agent. An authenticating agent has
the same rights as any Note Registrar or Paying Agent to deal with the Company
and its Affiliates.

     SECTION 304. TEMPORARY NOTES. Pending the preparation of definitive Notes,
the Company may execute, and upon Company Order the Trustee shall authenticate
and deliver, temporary Notes which are printed, lithographed, typewritten,
mimeographed or otherwise produced, in any authorized denomination,
substantially of the tenor of the definitive Notes in lieu of which they are
issued and with such appropriate insertions, omissions, substitutions and other
variations as the officers executing such Notes may determine, as conclusively
evidenced by their execution of such Notes.

     If temporary Notes are issued, the Company will cause definitive Notes to
be prepared without unreasonable delay. After the preparation of definitive
Notes, the temporary Notes shall be exchangeable for definitive Notes upon
surrender of the temporary Notes at the office or agency of the Company
designated for such purpose pursuant to Section 1002, without charge to the
Holder. Upon surrender for cancellation of any one or more temporary Notes, the
Company shall execute and the Trustee shall authenticate and deliver in exchange
therefor a like principal amount of definitive Notes of authorized
denominations. Until so exchanged, the temporary Notes shall in all respects be
entitled to the same benefits under this Indenture as definitive Notes.

     SECTION 305. REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE. The
Company shall cause to be kept at the Corporate Trust Office of the Trustee a
register (the register maintained in such office and in any other office or
agency designated pursuant to Section 1002 being herein sometimes referred to as
the "NOTE REGISTER") in which, subject to such reasonable regulations as it may
prescribe, the Company shall provide for the registration of Notes and of
transfers of Notes. The Note Register shall be in written form or any other form
capable of being converted into written form within a reasonable time. At all
reasonable times, the Note Register shall be open to inspection by the Trustee.
The Trustee is hereby initially appointed as security registrar (the Trustee in
such capacity, together with any successor of the Trustee in such capacity, the
"NOTE REGISTRAR") for the purpose of registering Notes and transfers of Notes as
herein provided.

     Upon surrender for registration of transfer of any Note at the office or
agency of the Company designated pursuant to Section 1002, the Company shall
execute, and the Trustee shall authenticate and deliver, in the name of the
designated transferee or transferees, one or more new Notes of any authorized
denomination or denominations of a like aggregate principal amount.


<PAGE>
                                                                              52



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

     At the option of the Holder, Notes may be exchanged for other Notes of any
authorized denomination and of a like aggregate principal amount, upon surrender
of the Notes to be exchanged at such office or agency. Whenever any Notes are so
surrendered for exchange (including an exchange of Initial Notes for Exchange
Notes), the Company shall execute, and the Trustee shall authenticate and
deliver, the Notes which the Holder making the exchange is entitled to receive;
PROVIDED that no exchange of Initial Notes for Exchange Notes shall occur until
an Exchange Offer Registration Statement shall have been declared effective by
the Commission, the Trustee shall have received an Officers' Certificate
confirming that the Exchange Offer Registration Statement has been declared
effective by the Commission and the Initial Notes to be exchanged for the
Exchange Notes shall be cancelled by the Trustee.

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

     Every Note presented or surrendered for registration of transfer or for
exchange shall (if so required by the Company or the Note Registrar) be duly
endorsed, or be accompanied by a written instrument of transfer, in form
satisfactory to the Company and the Note 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 or redemption of Notes, 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 Notes, other than
exchanges pursuant to Section 304, 906, 1016, 1017 or 1108, not involving any
transfer.

     SECTION 306. BOOK-ENTRY PROVISIONS FOR THE GLOBAL NOTE. (a) Each Global
Note initially shall (i) be registered in the name of the Depositary for such
Global Note or the nominee of such Depositary, (ii) be delivered to the Trustee
as custodian for such Depositary and (iii) bear legends as set forth in Section
202.

<PAGE>
                                                                              53



     Members of, or participants in, the Depositary ("AGENT MEMBERS") shall have
no rights under this Indenture with respect to any Global Note held on their
behalf by the Depositary, or the Trustee as its custodian, or under the Global
Note, and the Depositary may be treated by the Company, the Trustee and any
agent of the Company or the Trustee as the absolute owner of such Global Note
for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall
prevent the Company, the Trustee or any agent of the Company or the Trustee from
giving effect to any written certification, proxy or other authorization
furnished by the Depositary or shall impair, as between the Depositary and its
Agent Members, the operation of customary practices governing the exercise of
the rights of a Holder of any Note.

     (b) Transfers of a Global Note shall be limited to transfers of such Global
Note in whole, but not in part, to the Depositary, its successors or their
respective nominees.

Interests of beneficial owners in a Global Note may be transferred in accordance
with the rules and procedures of the Depositary and the provisions of Section
307. If required to do so pursuant to any applicable law or regulation,
beneficial owners may obtain Physical Notes in exchange for their beneficial
interests in the Global Note upon written request in accordance with the
Depositary's and the Registrar's procedures. In addition, Physical Notes shall
be transferred to all beneficial owners in exchange for their beneficial
interests in a Global Note if (i) the Depositary notifies the Company that it is
unwilling or unable to continue as Depositary for such Global Note or the
Depositary ceases to be a clearing agency registered under the Exchange Act, at
a time when the Depositary is required to be so registered in order to act as
Depositary, and in each case a successor depositary is not appointed by the
Company within 90 days of such notice or (ii) the Company executes and delivers
to the Trustee and Note Registrar an Officers' Certificate stating that such
Global Note shall be so exchangeable or (iii) an Event of Default has occurred
and is continuing and the Note Registrar has received a request from the
Depositary.

     (c) In connection with any transfer of a portion of the beneficial interest
in the Global Note pursuant to subsection (b) of this Section to beneficial
owners who are required to hold Physical Notes, the Note Registrar shall reflect
on its books and records the date and a decrease in the principal amount of such
Global Note in an amount equal to the principal amount of the beneficial
interest in the Global Note to be transferred, and the Company shall execute,
and the Trustee shall authenticate and deliver, one or more Physical Notes of
like tenor and amount.

     (d) In connection with the transfer of an entire


<PAGE>
                                                                              54



Global Note to beneficial owners pursuant to subsection (b) of this Section,
such Global Note shall be deemed to be surrendered to the Trustee for
cancellation, and the Company shall execute, and the Trustee shall authenticate
and deliver, to each beneficial owner identified by the Depositary in exchange
for its beneficial interest in such Global Note, an equal aggregate principal
amount of Physical Notes of authorized denominations.

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

     SECTION 307. SPECIAL TRANSFER PROVISIONS. Unless and until (i) an Initial
Note is sold under an effective Registration Statement, or (ii) an Initial Note
is exchanged for an Exchange Note in connection with an effective Registration
Statement, in each case pursuant to the Registration Rights Agreement, the
following provisions shall apply:

          (a) The following provisions shall apply with respect to any proposed
     transfer of a Rule 144A Global Note or an IAI Global Note prior to the
     two-year anniversary of the Issuance Date:

               (i) a transfer of a Rule 144A Global Note or an IAI Global Note
          or a beneficial interest therein to a QIB shall be made upon the
          representation of the transferee that it is purchasing the Note for
          its own account or an account with respect to which it exercises sole
          investment discretion and that it and any such account is a "qualified
          institutional buyer" within the meaning of Rule 144A, and is aware
          that the sale to it is being made in reliance on Rule 144A and
          acknowledges that it has received such information regarding the
          Company as the transferee has requested pursuant to Rule 144A or has
          determined not to request such information and that it is aware that
          the transferor is relying upon the transferee's foregoing
          representations in order to claim the exemption from registration
          provided by Rule 144A;

               (ii) a transfer of a Rule 144A Global Note or an IAI Global Note
          or a beneficial interest therein to an IAI shall be made upon receipt
          by the Trustee or its agent of a certificate substantially in the form
          set forth in Section 308 hereof from the proposed transferee and, if
          requested by the Company or the Trustee, the delivery of an Opinion of
          Counsel, certification and/or other information satisfactory to each
          of them; and


<PAGE>
                                                                              55


               (iii) a transfer of a Rule 144A Global Note or an IAI Global Note
          or a beneficial interest therein to a Non-U.S. Person shall be made
          upon receipt by the Trustee or its agent of a certificate
          substantially in the form set forth in Section 309 hereof from the
          transferor and, if requested by the Company or the Trustee, the
          delivery of an Opinion of Counsel, certification and/or other
          information satisfactory to each of them.

          (b) The following provisions shall apply with respect to any proposed
     transfer of an Offshore Global Note prior to the expiration of the
     Restricted Period:

               (i) a transfer of an Offshore Global Note or a beneficial
          interest therein to a QIB shall be made upon the representation of the
          transferee that it is purchasing the Note for its own account or an
          account with respect to which it exercises sole investment discretion
          and that it and any such account is a "qualified institutional buyer"
          within the meaning of Rule 144A, and is aware that the sale to it is
          being made in reliance on Rule 144A and acknowledges that it has
          received such information regarding the Company as the transferee has
          requested pursuant to Rule 144A or has determined not to request such
          information and that it is aware that the transferor is relying upon
          its foregoing representations in order to claim the exemption from
          registration provided by Rule 144A;

               (ii) a transfer of an Offshore Global Note or a beneficial
          interest therein to an IAI shall be made upon receipt by the Trustee
          or its agent of a certificate substantially in the form set forth in
          Section 308 hereof from the proposed transferee and, if requested by
          the Company or the Trustee, the delivery of an Opinion of Counsel,
          certification and/or other information satisfactory to each of them;
          and

               (iii) a transfer of an Offshore Global Note or a beneficial
          interest therein to a Non-U.S. Person shall be made upon, if requested
          by the Company or the Trustee, receipt by the Trustee or its agent of
          an Opinion of Counsel, certification and/or other information
          satisfactory to each of them.

     After the expiration of the Restricted Period, interests in an Offshore
Global Note may be transferred without requiring certification set forth in
Section 309 or any additional certification.


<PAGE>
                                                                              56



          (c) PRIVATE PLACEMENT LEGEND. Upon the transfer, exchange or
     replacement of Notes not bearing the Private Placement Legend, the Note
     Registrar shall deliver Notes that do not bear the Private Placement
     Legend. Upon the transfer, exchange or replacement of Notes bearing the
     Private Placement Legend, the Note Registrar shall deliver only Notes that
     bear the Private Placement Legend unless there is delivered to the Note
     Registrar an Opinion of Counsel to the effect that neither such legend nor
     the related restrictions on transfer are required in order to maintain
     compliance with the provisions of the Securities Act.

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

     The Note Registrar shall retain copies of all letters, notices and other
written communications received pursuant to Section 306 or this Section 307. The
Company shall have the right to inspect and make copies of all such letters,
notices or other written communications at any reasonable time upon the giving
of reasonable written notice to the Note Registrar.

     SECTION 308. FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH
TRANSFERS TO NON-QIB INSTITUTIONAL ACCREDITED INVESTORS.


                                     [date]


         ALLIANCE IMAGING, INC.
         c/o The Bank of New York
         101 BARCLAY STREET
         FLOOR 21 WEST
         NEW YORK, NEW YORK 10286
         Attention:  Corporate Trust Administration - Alliance Imaging, Inc.

Dear Sirs:

     In connection with our proposed purchase of $ principal amount of the
103/8% Senior Subordinated Notes due 2011 (the "Notes") of Alliance Imaging,
Inc., a Delaware corporation (the "Company"), we confirm that:

     1. We are an institutional "accredited investor" (as


<PAGE>
                                                                              57




defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities
Act of 1933, as amended (the "Securities Act") purchasing for our own account or
for the account of such an institutional "accredited investor," and we are
acquiring the Notes for investment purposes and not with a view to, or for offer
or sale in connection with, any distribution in violation of the Securities Act
or other applicable securities law and we have such knowledge and experience in
financial and business matters as to be capable of evaluating the merits and
risks of our investment in the Notes, and we and any accounts for which we are
acting are each able to bear the economic risk of our or its investment.

     2. We understand and acknowledge that the Notes have not been registered
under the Securities Act, or any other applicable securities law and may not be
offered, sold or otherwise transferred except in compliance with the
registration requirements of the Securities Act or any other applicable
securities law, or pursuant to an exemption therefrom, and in each case in
compliance with the conditions for transfer set forth below. We agree on our own
behalf and on behalf of any investor account for which we are purchasing Notes
to offer, sell or otherwise transfer such Notes prior to the date which is two
years after the later of the date of original issue and the last date on which
the Company or any affiliate of the Company was the owner of such Notes (or any
predecessor thereto) (the "RESALE RESTRICTION TERMINATION DATE") only (a) to the
Company, (b) pursuant to a registration statement which has been declared
effective under the Securities Act, (c) for so long as the Notes are eligible
for resale pursuant to Rule 144A under the Securities Act, to a person we
reasonably believe is a "Qualified Institutional Buyer" within the meaning of
Rule 144A (a "QIB") that purchases for its own account, or for the account of a
QIB, and to whom notice is given that the transfer is being made in reliance on
Rule 144A, (d) pursuant to offers and sales to non-U.S. persons that occur
outside the United States within the meaning of Regulation S under the
Securities Act, (e) to an institutional "accredited investor" that is acquiring
the Notes for its own account or for the account of such an institutional
"accredited investor" for investment purposes and not with a view to, or for
offer or sale in connection with, any distribution in violation of the
Securities Act or (f) pursuant to any other available exemption from the
registration requirements of the Securities Act, subject in each of the
foregoing cases to any requirement of law that the disposition of our property
or the property of such investor account or accounts be at all times within our
or their control and to compliance with any applicable state securities laws.
The foregoing restrictions on resale will not apply subsequent to the Resale
Restriction Termination Date. If any resale or other transfer of the Notes is
proposed to be made pursuant to clause (e) above prior to the Resale Restriction
Termination Date, the transferor shall deliver to the trustee

<PAGE>
                                                                              58



(the "TRUSTEE") under the Indenture pursuant to which the Notes are issued a
letter from the transferee substantially in the form of this letter, which shall
provide, among other things, that the transferee is a person or entity as deemed
in paragraph 1 of this letter and that it is acquiring such Notes for investment
purposes and not for distribution in violation of the Securities Act. We
acknowledge that the Company and the Trustee reserve the right prior to any
offer, sale or other transfer of the Notes pursuant to clauses (d), (e) and (f)
above prior to the Resale Restriction Termination Date to require the delivery
of an opinion of counsel, certifications and/or other information satisfactory
to the Company and the Trustee.

     3. We are acquiring the Notes purchased by us for our own account or for
one or more accounts as to each of which we exercise sole investment discretion.

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

                                        Very truly yours,


                                        By:   (Name of Purchaser)
                                        Date:


<PAGE>
                                                                              59


Upon transfer the Notes would be registered in the name of the new beneficial
owner as follows:


                                                            TAXPAYER ID
    NAME                       ADDRESS                        NUMBER
    ----                       -------                      -----------


<PAGE>
                                                                              60


                  SECTION 309.  FORM OF CERTIFICATE TO BE DELIVERED IN
CONNECTION WITH TRANSFERS OF AN OFFSHORE GLOBAL NOTE.


                                     [date]


         The Bank of New York
         Attention:  Corporate Trust Department - Alliance Imaging, Inc.

                Re:  ALLIANCE IMAGING, INC. (the "COMPANY") 103/8%
                     SENIOR SUBORDINATED NOTES DUE 2011 (THE "NOTES")


Ladies and Gentlemen:

     In connection with our proposed sale of $___________ aggregate principal
amount of the Notes, we confirm that such sale has been effected pursuant to and
in accordance with Regulation S under the United States Securities Act of 1933,
as amended (the "SECURITIES ACT"), and, accordingly, we represent that:

          (1) the offer of the Notes was not made to a person in the United
     States;

          (2) either (a) at the time the buy order was originated, the
     transferee was outside the United States or we and any person acting on our
     behalf reasonably believed that the transferee was outside the United
     States or (b) the transaction was executed in, on or through the facilities
     of a designated off-shore securities market and neither we nor any person
     acting on our behalf knows that the transaction has been pre-arranged with
     a buyer in the United States;

          (3) no directed selling efforts have been made in the United States in
     contravention of the requirements of Rule 903(b) or Rule 904(b) of
     Regulation S, as applicable; and

          (4) the transaction is not part of a plan or scheme to evade the
     registration requirements of the Securities Act.

     In addition, if the sale is made during a restricted period and the
provisions of Rule 903(c)(3) or Rule 904(c)(1) of Regulation S are applicable
thereto, we confirm that such sale has been made in accordance with the
applicable provisions of Rule 903(c)(3) or Rule 904(c)(1), as the case may be.

<PAGE>
                                                                              61


     You and the Company are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any interested
party in any administrative or legal proceedings or official inquiry with
respect to the matters covered hereby. Terms used in this certificate have the
meanings set forth in Regulation S.

                                       Very truly yours,

                                       [Name of Transferor]


                                       By:
                                              Authorized Signature


     SECTION 310. MUTILATED, DESTROYED, LOST AND STOLEN NOTES. If (i) any
mutilated Note is surrendered to the Trustee, or (ii) the Company and the
Trustee receive evidence to their satisfaction of the destruction, loss or theft
of any Note, and there is delivered to the Company, any Guarantor and the
Trustee such security or indemnity, in each case, as may be required by them to
save each of them harmless, then, in the absence of notice to the Company any
Guarantor or the Trustee that such Note has been acquired by a bona fide
purchaser, the Company shall execute and upon Company Order the Trustee shall
authenticate and deliver, in exchange for any such mutilated Note or in lieu of
any such destroyed, lost or stolen Note, a new Note of like tenor and principal
amount, bearing a number not contemporaneously outstanding.

     In case any such mutilated, destroyed, lost or stolen Note has become or is
about to become due and payable, the Company in its discretion may, instead of
issuing a new Note, pay such Note.

     Upon the issuance of any new Note 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) in connection therewith.

     Every new Note issued pursuant to this Section in lieu of any mutilated,
destroyed, lost or stolen Note shall constitute an original additional
contractual obligation of the Company, any Guarantor and any other obligor upon
the Notes, whether or not the mutilated, destroyed, lost or stolen Note shall be
at any time enforceable by anyone, and shall be entitled to all benefits of this
Indenture equally and proportionately with any and all other Notes duly issued
hereunder.

     The provisions of this Section are exclusive and shall

<PAGE>
                                                                              62


preclude (to the extent lawful) all other rights and remedies with respect to
the replacement or payment of mutilated, destroyed, lost or stolen Notes.

     SECTION 311. PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED. Interest and
Liquidated Damages, if any, on any Note which is payable, and is punctually paid
or duly provided for, on any Interest Payment Date shall be paid to the Person
in whose name such Note (or one or more Predecessor Notes) is registered at the
close of business on the Regular Record Date for such interest and Liquidated
Damages, if any, at the office or agency of the Company maintained for such
purpose pursuant to Section 1002; PROVIDED, HOWEVER, that each installment of
interest and Liquidated Damages, if any, may at the Company's option be paid by
mailing a check for such interest and Liquidated Damages, if any, payable to or
upon the written order of the Person entitled thereto pursuant to Section 312,
to the address of such Person as it appears in the Note Register; PROVIDED THAT
ALL PAYMENTS OF PRINCIPAL, PREMIUM, IF ANY, INTEREST AND LIQUIDATED DAMAGES, IF
ANY, WITH RESPECT TO NOTES REPRESENTED BY ONE OR MORE PERMANENT GLOBAL NOTES
REGISTERED IN THE NAME OF OR HELD BY THE DEPOSITARY OR ITS NOMINEE WILL BE MADE
BY WIRE TRANSFER OF IMMEDIATELY AVAILABLE FUNDS TO THE ACCOUNTS SPECIFIED BY THE
HOLDERS THEREOF. UNTIL OTHERWISE DESIGNATED BY THE COMPANY, THE COMPANY'S OFFICE
OR AGENCY IN NEW YORK WILL BE THE OFFICE OF THE TRUSTEE MAINTAINED FOR SUCH
PURPOSE.

     Any interest and Liquidated Damages, if any, on any Note which is payable,
but is not punctually paid or duly provided for, on any Interest Payment Date
shall forthwith cease to be payable to the Holder on the Regular Record Date by
virtue of having been such Holder, and such defaulted interest and Liquidated
Damages, if any, and (to the extent lawful) interest on such defaulted interest
and Liquidate Damages, if any, at the rate borne by the Notes (such defaulted
interest and Liquidated Damages, if any, and interest thereon herein
collectively called "DEFAULTED INTEREST") shall 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 Notes (or their respective Predecessor
     Notes) are registered at the close of business on a Special Record Date for
     the payment of such Defaulted Interest, which shall be fixed in the
     following manner. The Company shall notify the Trustee in writing of the
     amount of Defaulted Interest proposed to be paid on each Note and the date
     (not less than 30 days after such notice) of the proposed payment (the
     "SPECIAL RECORD DATE"), and at the same time the Company shall deposit with
     the Trustee an amount of money 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 prior to the date of the

<PAGE>
                                                                              63


     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 Special Record Date 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 given in the manner provided for in Section 106,
     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 so given, such Defaulted Interest shall be paid to the
     Persons in whose names the Notes (or their respective Predecessor Notes)
     are registered at the close of business on such Special Record Date and
     shall no longer be payable pursuant to the following clause (2).

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

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

     SECTION 312. PERSONS DEEMED OWNERS. Prior to the due presentment of a Note
for registration of transfer, the Company, the Trustee and any agent of the
Company, any Guarantor or the Trustee may treat the Person in whose name such
Note is registered as the owner of such Note for the purpose of receiving
payment of principal of (and premium, if any) and (subject to Sections 305 and
311) interest on such Note and for all other purposes whatsoever, whether or not
such Note be overdue, and none of the Company, any Guarantor, the Trustee nor
any agent of the Company, any Guarantor or the Trustee shall be affected by
notice to the contrary.

     SECTION 313. CANCELLATION. All Notes surrendered for payment, redemption,
registration of transfer or exchange shall, if surrendered to any Person other
than the Trustee, be delivered

<PAGE>
                                                                              64


to the Trustee and shall be promptly cancelled by it. If the Company shall
acquire any of the Notes other than as set forth in the preceding sentence, the
acquisition shall not operate as a redemption or satisfaction of the
Indebtedness represented by such Notes unless and until the same are surrendered
to the Trustee for cancellation pursuant to this Section 313. No Notes shall be
authenticated in lieu of or in exchange for any Notes cancelled as provided in
this Section, except as expressly permitted by this Indenture. All cancelled
Notes held by the Trustee shall be returned to the Company.

     SECTION 314. COMPUTATION OF INTEREST. Interest on the Notes shall be
computed on the basis of a 360-day year of twelve 30-day months.

     SECTION 315. CUSIP NUMBERS. The Company in issuing Notes may use "CUSIP"
numbers (if then generally in use) in addition to serial numbers; if so, the
Trustee shall use such CUSIP numbers in addition to serial numbers in notices of
redemption and repurchase as a convenience to Holders; PROVIDED that any such
notice may state that no representation is made as to the correctness of such
CUSIP numbers either as printed on the Notes or as contained in any notice of a
redemption or repurchase and that reliance may be placed only on the serial or
other identification numbers printed on the Notes, and any such redemption or
repurchase shall not be affected by any defect in or omission of such CUSIP
numbers. The Company shall promptly notify the Trustee of any change of the
CUSIP numbers.


                                  ARTICLE FOUR

                           SATISFACTION AND DISCHARGE

     SECTION 401. SATISFACTION AND DISCHARGE OF INDENTURE. This Indenture shall
upon Company Request cease to be of further effect (except as to surviving
rights of the Trustee under Article Six and as to surviving rights of
registration of transfer or exchange of Notes expressly provided for herein or
pursuant hereto) and the Trustee, at the expense of the Company, shall execute
proper instruments acknowledging satisfaction and discharge of this Indenture
when

     (1)  either

          (a) all such Notes theretofore authenticated and delivered (except (i)
     lost, stolen or destroyed Notes which have been replaced or paid as
     provided in Section 310 and (ii) Notes for whose payment money has
     theretofore been deposited in trust and thereafter repaid to the Company)
     have been delivered to the Trustee for cancellation; or

<PAGE>
                                                                              65


          (b) all such Notes not theretofore delivered to such Trustee for
     cancellation

               (i) have become due and payable by reason of the making of a
          notice of redemption or otherwise;

               (ii) will become due and payable at their Stated Maturity within
          one year; or

               (iii) are 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 or any Guarantor, 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 solely for the benefit of the
          Holders, cash in U.S. dollars, non-callable Government Securities, or
          a combination thereof, in such amounts as will be sufficient without
          consideration of any reinvestment of interest, to pay and discharge
          the entire indebtedness on such Notes not theretofore delivered to the
          Trustee for cancellation, for principal, premium, if any, accrued
          interest and Liquidated Damages, if any, to the date of the Stated
          Maturity or Redemption Date, as the case may be;

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

     (3) the Company or any Guarantor has paid or caused to be paid all sums
payable hereunder by the Company or any Guarantor;

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

     (5) 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 have
been satisfied.

     Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 607 and, if money shall
have been deposited with the

<PAGE>
                                                                              66


Trustee pursuant to subclause (b) of clause (1) of this Section, the provisions
of Section 402 and the last paragraph of Section 1003 shall survive such
satisfaction and discharge.

     SECTION 402. APPLICATION OF TRUST MONEY. 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 Notes 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 for whose payment such money has been
deposited with the Trustee; but such money need not be segregated from other
funds except to the extent required by law.

     If the Trustee or Paying Agent is unable to apply any money or Government
Securities in accordance with Section 401 by reason of any legal proceeding or
by reason of any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, the Company's
and any Guarantor's obligations under this Indenture and the Notes shall be
revived and reinstated as though no deposit had occurred pursuant to Section
401; PROVIDED that if the Company has made any payment of principal of, premium,
if any, or interest on any Notes because of the reinstatement of its
obligations, the Company shall be subrogated to the rights of the Holders of
such Notes to receive such payment from the money or Government Securities held
by the Trustee or Paying Agent.


                                  ARTICLE FIVE

                                    REMEDIES

     SECTION 501. EVENTS OF DEFAULT.


     "EVENT OF DEFAULT", wherever used herein, means any one of the following
events (whatever the reason for such Event of Default and whether it shall be
occasioned by the provisions of Article Thirteen or 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):

          (i) default in payment when due and payable, upon redemption,
     acceleration or otherwise, of principal or premium, if any, on the Notes
     whether or not such payment shall be prohibited by Article Thirteen;

          (ii) default for 30 days or more in the payment when due of interest
     on or Liquidated Damages, if any, with respect to the Notes whether or not
     such payment shall be

<PAGE>
                                                                              67


     prohibited by Article Thirteen;

          (iii) failure by the Company or any Guarantor for 30 days after
     receipt of written notice given by the Trustee or the holders of at least
     30% in principal amount of the Notes then Outstanding to comply with any of
     its other agreements in this Indenture or the Notes;

          (iv) default under any mortgage, indenture or instrument under which
     there is issued or by which there is secured or evidenced any Indebtedness
     for money borrowed by the Company or any of its Restricted Subsidiaries or
     the payment of which is guaranteed by the Company or any of its Restricted
     Subsidiaries (other than Indebtedness owed to the Company or a Restricted
     Subsidiary), whether such Indebtedness or guarantee now exists or is
     created after the Issuance Date, if both (A) such default either (1)
     results from the failure to pay any such Indebtedness at its stated final
     maturity (after giving effect to any applicable grace periods) or (2)
     relates to an obligation other than the obligation to pay principal of any
     such Indebtedness at its stated final maturity and results in the holder or
     holders of such Indebtedness causing such Indebtedness to become due prior
     to its stated maturity and (B) the principal amount of such Indebtedness,
     together with the principal amount of any other such Indebtedness in
     default for failure to pay principal at stated final maturity (after giving
     effect to any applicable grace periods), or the maturity of which has been
     so accelerated, aggregate $20.0 million or more at any one time
     outstanding;

          (v) failure by the Company or any of its Significant Subsidiaries to
     pay final judgments aggregating in excess of $20.0 million, which final
     judgments remain unpaid, undischarged and unstayed for a period of more
     than 60 days after such judgment becomes final, and in the event such
     judgment is covered by insurance, an enforcement proceeding has been
     commenced by any creditor upon such judgment or decree which is not
     promptly stayed;

          (vi) the Company or any of its Significant Subsidiaries pursuant to or
     within the meaning of Federal Bankruptcy Code: (A) commences a voluntary
     case; (B) consents to the entry of an order for relief against it in an
     involuntary case; (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) admits in writing that
     it is generally not paying its debts (other than debts which are the
     subject of a bona fide dispute) as they become due;

          (vii) a court of competent jurisdiction enters an order

<PAGE>
                                                                              68

     or decree under any Federal Bankruptcy Code that remains unstayed and in
     effect for 60 days and: (A) is for relief against the Company or any of its
     Significant Subsidiaries in an involuntary case; (B) appoints a Custodian
     of the Company or any of its Significant Subsidiaries or for all or
     substantially all of the property of the Company or any of its Significant
     Subsidiaries; or (C) orders the liquidation of the Company or any of its
     Significant Subsidiaries; PROVIDED that clauses (A), (B) and (C) shall not
     apply to an Unrestricted Subsidiary, unless such action or proceeding has a
     material adverse effect on the interests of the Company or any Restricted
     Subsidiary; or

          (viii) any Guarantee shall for any reason cease to be in full force
     and effect or is declared null and void or any Responsible Officer of the
     Company or any Guarantor denies that it has any further liability under any
     Guarantee or gives notice to such effect (other than by reason of the
     termination of this Indenture or the release of any such Guarantee in
     accordance with this Indenture).

     The Trustee shall not be charged with knowledge of any Event of Default
unless written notice thereof shall have been received by a Responsible Officer
of the Trustee at the Corporate Trust Office.

     SECTION 502. ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT. If any
Event of Default (other than of a type specified in Section 501(vi) or 501(vii))
occurs and is continuing, the Trustee or the Holders of at least 30% in
principal amount of the Outstanding Notes may declare the principal, premium, if
any, interest and any other monetary obligations on all the then Outstanding
Notes to be due and payable immediately, by a notice in writing to the Company
(and to the Trustee if given by Holders); PROVIDED, HOWEVER, that, so long as
any Indebtedness permitted to be incurred pursuant to the Credit Facility shall
be outstanding, such acceleration shall not be effective until the earlier of
(i) acceleration of any such Indebtedness under the Credit Facility or (ii) five
Business Days after the giving of written notice to the Company and the Bank
Agent of such acceleration. Upon the effectiveness of such declaration, such
principal and interest shall be due and payable immediately. Notwithstanding the
foregoing, in the case of an Event of Default specified in Section 501(vi) or
501(vii) occurs and is continuing, then the principal amount of all the Notes
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.

     At any time after a declaration of acceleration has been made and before a
judgment or decree for payment of the money due has been obtained by the Trustee
as hereinafter

<PAGE>
                                                                              69


provided in this Article, the Holders of a majority in aggregate principal
amount of the Notes Outstanding, 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 to pay,

               (A) all overdue interest and Liquidated Damages, if any, on all
          Outstanding Notes,

               (B) all unpaid principal of (and premium, if any, on) any
          Outstanding Notes which has become due otherwise than by such
          declaration of acceleration, and interest on such unpaid principal and
          premium at the rate borne by the Notes (for purposes of this clause
          (B) without duplication to amounts to be paid or deposited under
          clause (A) above);

               (C) to the extent that payment of such interest is lawful,
          interest on overdue interest at the rate borne by the Notes;

               (D) all sums paid or advanced by the Trustee hereunder and the
          reasonable compensation, expenses, disbursements and advances of the
          Trustee, its agents and counsel;

          (2) all Events of Default, other than the non-payment of amounts of
     principal of (or premium, if any, on) or interest on Notes which have
     become due solely by such declaration of acceleration, have been cured or
     waived as provided in Section 513;

          (3) if the rescission would not conflict with any judgment or decree;
     and

          (4) in the event of the cure or waiver of an Event of Default
     specified in clause (iv) of Section 501, the Trustee shall have received an
     Officers' Certificate and, if appropriate, an Opinion of Counsel that such
     Event of Default has been cured or waived.

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

     Upon a determination by the Company that the Credit Facility is no longer
in effect, the Company shall promptly give to the Trustee written notice thereof
executed by an Officer of the Company, which notice shall be countersigned by
the Bank Agent. Unless and until the Trustee shall have received such written
notice with respect to the Credit Facility, the Trustee,

<PAGE>
                                                                              70


subject to the TIA Sections 315(a) through 315(d), shall be entitled in all
respects to assume that the Credit Facility is in effect (unless a Responsible
Officer of the Trustee shall have knowledge to the contrary).

     SECTION 503. COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY
TRUSTEE. If an Event of Default specified in Section 501(i) or 501(ii) occurs
and is continuing, the Trustee, in its own name as trustee of an express trust,
may institute a judicial proceeding for the collection of the sums so due and
unpaid, may prosecute such proceeding to judgment or final decree and may
enforce the same against the Company or any Guarantor (in accordance with the
applicable Guarantee) or any other obligor upon the Notes and collect the moneys
adjudged or decreed to be payable in the manner provided by law out of the
property of the Company, any Guarantor or any other obligor upon the Notes,
wherever situated.

     If an Event of Default occurs and is continuing, the Trustee may in its
discretion proceed to protect and enforce its rights and the rights of the
Holders under this Indenture or any Guarantee by such appropriate judicial
proceedings as the Trustee shall deem most effectual to protect and enforce any
such rights, including, seeking recourse against any Guarantor pursuant to the
terms of any Guarantee, 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 including, without limitation,
seeking recourse against any Guarantor pursuant to the terms of a Guarantee, or
to enforce any other proper remedy, subject however to Section 513. No recovery
of any such judgment upon any property of the Company or any Guarantor shall
affect or impair any rights, powers or remedies of the Trustee or the Holders.

     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 or any other obligor, including any Guarantor, upon the Notes or the
property of the Company or of such other obligor or their creditors, the Trustee
(irrespective of whether the principal of the Notes 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
overdue principal, premium, if any, or interest) shall be entitled and
empowered, by intervention in such proceeding or otherwise,

          (i) to file and prove a claim for the whole amount of principal (and
     premium, if any) and interest owing and unpaid in respect of the Notes, to
     take such other actions (including participating as a member, voting or
     otherwise,

<PAGE>
                                                                              71


     of any official committee of creditors appointed in such matter) 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

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

and any Custodian in any such judicial proceeding is hereby authorized by each
Holder to make such payments to the Trustee and, in the event that the Trustee
shall consent to the making of such payments directly to the Holders, to pay the
Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 607.

     Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Notes or
the rights of any Holder thereof, or to authorize the Trustee to vote in respect
of the claim of any Holder in any such proceeding; PROVIDED, HOWEVER, that the
Trustee may, on behalf of such Holders, vote for the election of a trustee in
bankruptcy or other similar official.

     SECTION 505. TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF NOTES. All
rights of action and claims under this Indenture, the Notes or the Guarantees
may be prosecuted and enforced by the Trustee without the possession of any of
the Notes or the production thereof in any proceeding relating thereto, and any
such proceeding instituted by the Trustee shall be brought in its own name and
as trustee of an express trust, and any recovery of judgment shall, after
provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, be for the
ratable benefit of the Holders of the Notes in respect of which such judgment
has been recovered.

     SECTION 506. APPLICATION OF MONEY COLLECTED. Subject to Article Thirteen,
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, upon presentation of the Notes and the notation thereon of the payment
if only partially paid and upon surrender thereof if fully paid:

<PAGE>
                                                                              72


          FIRST: To the payment of all amounts due the Trustee under Section 607
     or otherwise pursuant to this Indenture;

          SECOND: To the payment of the amounts then due and unpaid for
     principal of (and premium, if any) and interest on the Notes 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 amounts due
     and payable on such Notes for principal (and premium, if any) and interest,
     respectively; and

          THIRD: The balance, if any, to the Company, PROVIDED that all sums due
     and owing to the Holders and the Trustee have been paid in full as required
     by this Indenture.

     SECTION 507. LIMITATION ON SUITS. No Holder of any Notes 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;

          (2) the Holders of not less than 30% in principal amount of the
     Outstanding Notes 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 30 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 30-day period by the Holders of a majority or
     more in principal amount of the Outstanding Notes;

it being understood and intended that no one or more Holders shall have any
right in any manner whatever by virtue of, or by availing of, any provision of
this Indenture, any Note or any Guarantee to affect, disturb or prejudice the
rights of any other Holders, or to obtain or to seek to obtain priority or
preference over any other Holders or to enforce any right under this Indenture,
any Note or any Guarantee, except in the manner herein provided and for the
equal and ratable benefit of all the Holders.

<PAGE>
                                                                              73


     SECTION 508. UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL, PREMIUM
AND INTEREST. Notwithstanding any other provision in this Indenture, the Holder
of any Note shall have the right, which is absolute and unconditional, to
receive payment, as provided herein (including, if applicable, Article Eleven)
and in such Note of the principal of (and premium, if any) and (subject to
Section 311) interest and Liquidated Damages, if any, on such Note on the
respective Stated Maturities expressed in such Note (or, in the case of
redemption or repurchase, on the Redemption Date or repurchase) 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 has instituted any proceeding to enforce any right or remedy under this
Indenture or any Guarantee 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, subject to any determination in such
proceeding, the Company, any Guarantor, any other obligor on the Notes, the
Trustee and the Holders shall 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 Notes in the last paragraph of Section 310, no right or remedy herein
conferred upon or reserved to the Trustee or to the Holders 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 Note 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, as the case may be.

     SECTION 512. CONTROL BY HOLDERS. The Holders of not less than a majority in
principal amount of the Outstanding Notes shall have the right to direct the
time, method and place of

<PAGE>
                                                                              74


conducting any proceeding for any remedy available to the Trustee, or exercising
any trust or power conferred on the Trustee, PROVIDED that

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

          (2) the Trustee need not take any action which might involve it in
     personal liability or be unjustly prejudicial to the Holders not
     consenting; and

          (3) subject to the provisions of Section 315 of the Trust Indenture
     Act, the Trustee may take any other action deemed proper by the Trustee
     which is not inconsistent with such direction.

     SECTION 513. WAIVER OF PAST DEFAULTS. Subject to Sections 508 and 902, the
Holders of a majority in aggregate principal amount of the Outstanding Notes
(including consents obtained in connection with a tender offer or exchange offer
for the Notes) may on behalf of the Holders of all of the Notes waive any
existing Default or Event of Default and its consequences under this Indenture
or any Guarantee except a continuing Default or Event of Default in the payment
of interest on, premium, if any, or the principal of, any such Note held by a
non-consenting Holder, or in respect of a covenant or a provision which cannot
be amended or modified without the consent of all Holders.

     In the event that any Event of Default specified in Section 501(iv) shall
have occurred and be continuing, such Event of Default and all consequences
thereof (including without limitation any acceleration or resulting payment
default) shall be annulled, waived and rescinded, automatically and without any
action by the Trustee or the Holders of the Notes, if within 20 days after such
Event of Default arose (x) the Indebtedness or guarantee that is the basis for
such Event of Default has been discharged, or (y) the holders thereof have
rescinded or waived the acceleration, notice or action (as the case may be)
giving rise to such Event of Default, or (z) if the default that is the basis
for such Event of Default has been cured.

     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.

     SECTION 514. WAIVER OF STAY OR EXTENSION LAWS. The Company, the Guarantors
and any other obligors upon the Notes, 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 wherever enacted, now or at any time hereafter in

<PAGE>
                                                                              75


force, which would prohibit or forgive the Company, any Guarantor or any such
obligor from paying all or any portion of the principal of, premium, if any, or
interest on the Notes contemplated herein or in the Notes or which may affect
the covenants or the performance of this Indenture; and each of the Company, any
Guarantor and any such obligor (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.

     SECTION 515. UNDERTAKING FOR COSTS. All parties to this Indenture agree,
and each Holder of any Note by his acceptance thereof shall be deemed to have
agreed, that any court may in its discretion require, 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, suffered or omitted by it as Trustee, the
filing by any party litigant in such suit of an undertaking to pay the costs of
such suit, and that such court may in its discretion assess reasonable costs,
including reasonable attorneys' fees and expenses, against any party litigant in
such suit, having due regard to the merits and good faith of the claims or
defenses made by such party litigant; but the provisions of this Section shall
not apply to any suit instituted by the Trustee, to any suit instituted by any
Holder, or group of Holders, holding in the aggregate more than 10% in principal
amount of the Outstanding Notes, or to any suit instituted by any Holder for the
enforcement of the payment of the principal of (or premium, if any) or interest
on any Note on or after the respective Stated Maturities expressed in such Note
(or, in the case of redemption, on or after the Redemption Date).

                                   ARTICLE SIX

                                   THE TRUSTEE

     SECTION 601. CERTAIN DUTIES AND RESPONSIBILITIES.

          (a) Except during the continuance of a Default or an Event of Default,

          (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; and

          (2) in the absence of bad faith or willful misconduct on its part, the
     Trustee may conclusively rely, as to the truth of the statements and the
     correctness of the opinions expressed therein, upon certificates or
     opinions furnished

<PAGE>
                                                                              76


     to the Trustee and conforming to the requirements of this Indenture; but in
     the case of any such certificates or opinions required to be delivered
     hereunder, the Trustee shall be under a duty to examine the same to
     determine whether or not they conform to the requirements of this Indenture
     (but need not confirm or investigate the accuracy of mathematical
     calculations or other facts stated therein).

     (b) In case a Default or an Event of Default has occurred and is continuing
of which a Responsible Officer of the Trustee has actual knowledge or of which
written notice of such Default or Event of Default shall have been given to the
Trustee by the Company, any other obligor of the Notes or by any Holder, the
Trustee shall exercise such of the rights and powers vested in it by this
Indenture, and use the same degree of care and skill in their exercise, as a
prudent person would exercise or use under the circumstances in the conduct of
his own affairs.

     (c) No provision of this Indenture shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act, or its own willful misconduct, except that

          (1) this paragraph (c) shall not be construed to limit the effect of
     paragraph (a) of this Section;

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

          (3) 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 the Outstanding Notes received by the Trustee pursuant to
     Sections 502, 512 and 513 hereof or in exercising any trust or power
     conferred upon the Trustee, under this Indenture; and

          (4) no provision of this Indenture shall require the Trustee to expend
     or risk its own funds or otherwise incur any financial liability in the
     performance of any of its duties hereunder, or in the exercise of any of
     its rights or powers.

     (d) Whether or not therein expressly so provided, every provision of this
Indenture relating to the conduct or affecting the liability of or affording
protection to the Trustee shall be subject to the provisions of this Section.

     SECTION 602. NOTICE OF DEFAULTS. Within 90 days after the occurrence of any
Default hereunder, the Trustee shall

<PAGE>
                                                                              77


transmit in the manner and to the extent provided in TIA Section 313(c), notice
of such Default hereunder actually known to a Responsible Officer of 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 on any Note, 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 determine that the withholding of such notice is in the
interest of the Holders; and PROVIDED FURTHER that in the case of any Default of
the character specified in clause (iii) of Section 501 no such notice to Holders
shall be given until at least 30 days after the occurrence thereof.

     SECTION 603. CERTAIN RIGHTS OF TRUSTEE.

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

          (1) 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, other evidence of indebtedness or other paper or
     document (whether in its original or facsimile form) believed by it to be
     genuine and to have been signed or presented by the proper party or
     parties;

          (2) any request or direction of the Company mentioned herein shall be
     sufficiently evidenced by a Company Request or Company Order and any
     resolution of the Board of Directors may be sufficiently evidenced by a
     Board Resolution;

          (3) 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 may, in the absence
     of bad faith on its part, request and rely upon an Officers' Certificate or
     an Opinion of Counsel or both;

          (4) the Trustee may consult with counsel of its selection and any
     written advice of such counsel or any Opinion of Counsel shall be full and
     complete authorization and protection from liability in respect of any
     action taken, suffered or omitted by it hereunder in good faith and in
     reliance thereon;

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

<PAGE>
                                                                              78


     offered to the Trustee security or indemnity satisfactory to the Trustee
     against the costs, expenses and liabilities which might be incurred by it
     in compliance with such request or direction;

          (6) the Trustee shall not be bound to make any investigation into the
     facts or matters stated in any resolution, certificate, statement,
     instrument, opinion, report, notice, request, direction, consent, order,
     bond, debenture, note, other evidence of indebtedness or other paper or
     document, but the Trustee, in its discretion, may make such further inquiry
     or investigation into such facts or matters as it may see fit, and, if the
     Trustee shall determine to make such further inquiry or investigation, it
     shall be entitled to examine the books, records and premises of the
     Company, personally or by agent or attorney at the sole cost of the Company
     and shall incur no liability or additional liability of any kind by reason
     of such inquiry or investigation;

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

          (8) 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;

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

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

     SECTION 604. TRUSTEE NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF NOTES. The
recitals contained herein and in the Notes, except for the Trustee's
certificates of authentication, shall be taken as the statements of the Company,
and the Trustee

<PAGE>
                                                                              79


assumes no responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the
Notes and shall not be responsible for any statement of any Person in this
Indenture, the Notes or any statement made in connection with the sale of the
Notes, PROVIDED that the Trustee represents that it is duly authorized to
execute and deliver this Indenture, authenticate the Notes and perform its
obligations hereunder and that the statements made by it in a Statement of
Eligibility on Form T-1 supplied to the Company are true and accurate, subject
to the qualifications set forth therein. The Trustee shall not be accountable
for the use or application by the Company of Notes or the proceeds thereof.

     SECTION 605. MAY HOLD NOTES. The Trustee, any Paying Agent, any Note
Registrar, any Authenticating Agent or any other agent of the Company or of the
Trustee, in its individual or any other capacity, may become the owner or
pledgee of Notes 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, Note Registrar, Authenticating Agent or such other agent.

     SECTION 606. MONEY HELD IN TRUST. All moneys received by the Trustee shall,
until used or applied as herein provided, be held in trust hereunder for the
purposes for which they were received, but need not be segregated from other
funds except to the extent required by law. The Trustee shall be under no
liability for interest on any money received by it hereunder except as otherwise
agreed in writing with the Company.

     SECTION 607. COMPENSATION AND REIMBURSEMENT. The Company agrees:

          (1) to pay to the Trustee from time to time such compensation as shall
     be agreed to in writing between the Company and the Trustee for all
     services rendered by it hereunder (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 the
     Trustee upon its request for all 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 and costs and expenses of
     collection), 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 or any predecessor Trustee (and
     their respective directors,

<PAGE>
                                                                              80


     officers, employees and agents) for, and to hold it harmless against, any
     and all loss, damage, claim, liability or expense, including taxes (other
     than taxes based on the income of the Trustee) incurred without negligence
     or bad faith on its part, arising out of or in connection with the
     acceptance or administration of this trust, including the costs and
     expenses of defending itself against any claim or liability in connection
     with the exercise or performance of any of its powers or duties hereunder.

     The obligations of the Company under this Section to compensate the
Trustee, to pay or reimburse the Trustee for expenses, disbursements and
advances and to indemnify and hold harmless the Trustee shall constitute
additional indebtedness hereunder and shall survive the satisfaction and
discharge of this Indenture. As security for the performance of such obligations
of the Company, the Trustee shall have a lien prior to the Holders of the Notes
upon all property and funds held or collected by the Trustee as such, except
funds held in trust for the payment of principal of (and premium, if any) or
interest on particular Notes.

     When the Trustee incurs expenses or renders services in connection with an
Event of Default specified in Section 501(vi) or (vii), the expenses (including
the reasonable charges and expenses of its counsel) of and the compensation for
such services are intended to constitute expenses of administration under any
applicable federal or state bankruptcy, insolvency or other similar law.

     The provisions of this Section shall also apply to the Trustee in its
capacity as Note Registrar and for so long as the Trustee shall remain Note
Registrar.

     The provisions of this Section shall survive the termination of this
Indenture.

     SECTION 608. CORPORATE TRUSTEE REQUIRED; ELIGIBILITY. There shall be at all
times a Trustee hereunder which shall be eligible to act as Trustee under TIA
Section 310(a)(1), and which shall have an office in The City of New York and
shall have a combined capital and surplus of at least $50,000,000. If the
Trustee does not have an office in The City of New York, the Trustee may appoint
an agent in The City of New York reasonably acceptable to the Company to conduct
any activities which the Trustee may be required under this Indenture to conduct
in The City of New York. If such corporation publishes reports of condition at
least annually, pursuant to law or to the requirements of federal, state,
territorial or District of Columbia supervising or examining
authority, then for the purposes of this Section 608, the combined capital and
surplus of such corporation shall be deemed to be its combined capital and

<PAGE>
                                                                              81


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 accordance with the
provisions of this Section 608, it shall resign immediately in the manner and
with the effect hereinafter specified in this Article.

     SECTION 609. 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 this Section.

     (b) The Trustee may resign at any time by giving written notice thereof to
the Company. Upon receiving such notice of resignation, the Company shall
promptly appoint a successor trustee by written instrument executed by authority
of the Board of Directors, a copy of which shall be delivered to the resigning
Trustee and a copy to the successor trustee. If an instrument of acceptance
required by this Section shall not have been delivered to the Trustee within 30
days after the giving of such notice of resignation, the resigning Trustee may
petition at the expense of the Company any court of competent jurisdiction for
the appointment of a successor Trustee.

     (c) The Trustee may be removed at any time by Act of the Holders of not
less than a majority in principal amount of the Outstanding Notes, delivered to
the Trustee and to the Company. If an instrument of acceptance required by this
Section shall not have been delivered to the Trustee within 30 days after the
giving of such notice of removal, such Holders may petition at the expense of
the Company any court of competent jurisdiction for the appointment of a
successor Trustee.

     (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 who has been a bona fide Holder of a Note for at least six months,
     or

          (2) the Trustee shall cease to be eligible under Section 608 and shall
     fail to resign after written request therefor by the Company or by any
     Holder who has been a bona fide Holder of a Note for at least six months,
     or

          (3) the Trustee shall become incapable of acting or shall be adjudged
     a bankrupt or insolvent or a Custodian of the Trustee or of its property
     shall be appointed or any public officer shall take charge or control of
     the Trustee

<PAGE>
                                                                              82


     or of its property or affairs for the purpose of rehabilitation,
     conservation or liquidation,

then, in any such case, (i) the Company, by a Board Resolution, may remove the
Trustee, or (ii) subject to TIA Section 315(e), any Holder who has been a bona
fide Holder of a Note 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 and the appointment of a successor Trustee.

     (e) 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, the Company,
by a Board Resolution, shall promptly appoint a successor Trustee. If, within
one year after such resignation, removal or incapability, or the occurrence of
such vacancy, a successor Trustee shall be appointed by Act of the Holders of a
majority in principal amount of the Outstanding Notes 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 and
supersede the successor Trustee appointed by the Company. If no successor
Trustee shall have been so appointed by the Company or the Holders and accepted
appointment in the manner hereinafter provided, any Holder who has been a bona
fide Holder of a Note 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.

     (f) The Company shall give notice of each resignation and each removal of
the Trustee and each appointment of a successor Trustee to the Holders of Notes
in the manner provided for in Section 106. Each notice shall include the name of
the successor Trustee and the address of its Corporate Trust Office.

     SECTION 610. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR. Every successor
Trustee appointed hereunder 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. 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

<PAGE>
                                                                              83


and trusts.

     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 611. 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 Notes 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 Notes so authenticated with the same effect as if
such successor Trustee had itself authenticated such Notes. In case at that time
any of the Notes shall not have been authenticated, any successor Trustee may
authenticate such Notes either in the name of any predecessor hereunder or in
the name of the successor Trustee. In all such cases such certificates shall
have the full force and effect which this Indenture provides for the certificate
of authentication of the Trustee shall have; PROVIDED, HOWEVER, that the right
to adopt the certificate of authentication of any predecessor Trustee or to
authenticate Notes in the name of any predecessor Trustee shall apply only to
its successor or successors by merger, conversion or consolidation.

     SECTION 612. 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 (which date shall not be
less than three 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.

<PAGE>
                                                                              84


                                  ARTICLE SEVEN

                HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY

     SECTION 701. COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES. The Company
will furnish or cause to be furnished to the Trustee

          (a) semi-annually, not more than 10 days after each Regular Record
     Date, a list, in such form as the Trustee may reasonably require, of the
     names and addresses of the Holders as of such Regular Record Date; and

          (b) at such other times as the Trustee may reasonably request in
     writing, within 30 days after receipt by the Company of any such request, a
     list of similar form and content to that in Subsection (a) hereof as of a
     date not more than 15 days prior to the time such list is furnished;
     PROVIDED, HOWEVER, that if and so long as the Trustee shall be the Note
     Registrar, no such list need be furnished.

     SECTION 702. DISCLOSURE OF NAMES AND ADDRESSES OF HOLDERS. Every Holder of
Notes, by receiving and holding the same, agrees with the Company and the
Trustee that none of the Company or the Trustee or any agent of either of them
shall be held accountable by reason of the disclosure of any such information as
to the names and addresses of the Holders 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 703. REPORTS BY TRUSTEE. Within 60 days after May 15 of each year
commencing with May 15, 2002, the Trustee shall transmit to the Holders, as
their names and addresses appear on the Note Register, a brief report dated as
of such May 15, in accordance with, and to the extent required under, Section
313 of the TIA.


                                  ARTICLE EIGHT

                    MERGER, CONSOLIDATION, OR SALE OF ASSETS

       SECTION 801. COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS.

<PAGE>
                                                                              85


          (1) The Company shall not consolidate or merge with or into or wind up
     into (whether or not the Company is the surviving corporation), or sell,
     assign, transfer, lease, convey or otherwise dispose of all or
     substantially all of its properties or assets in one or more related
     transactions, to any Person unless (i) the Company is the surviving
     corporation or the Person formed by or surviving any such consolidation or
     merger (if other than the Company) or to which such sale, assignment,
     transfer, lease, conveyance or other disposition will have been made is a
     corporation organized or existing under the laws of the United States, any
     state thereof, the District of Columbia, or any territory thereof (the
     Company or such Person, as the case may be, being herein called the
     "SUCCESSOR COMPANY"); (ii) the Successor Company (if other than the
     Company) expressly assumes all the obligations of the Company under this
     Indenture and the Notes pursuant to a supplemental indenture or other
     documents or instruments in form reasonably satisfactory to the Trustee;
     (iii) immediately after such transaction no Default or Event of Default
     shall have occurred and be continuing; (iv) immediately after giving pro
     forma effect to such transaction, as if such transaction had occurred at
     the beginning of the applicable four-quarter period, (A) the Successor
     Company would be permitted to incur at least $1.00 of additional
     Indebtedness under the provisions of paragraph (a) of Section 1010 or (B)
     the Fixed Charge Coverage Ratio for the Successor Company and its
     Restricted Subsidiaries would be greater than such Ratio for the Company
     and its Restricted Subsidiaries immediately prior to such transaction; (v)
     each Guarantor, if any, unless it is the other party to the transactions
     described above, shall have by supplemental indenture confirmed that its
     Guarantee shall apply to such Person's obligations under this Indenture and
     the Notes; and (vi) the Company shall have delivered to the Trustee an
     Officers' Certificate and an Opinion of Counsel, each stating that such
     consolidation, merger or transfer and such supplemental indenture (if any)
     comply with this Indenture. The Successor Company shall succeed to, and be
     substituted for, the Company under this Indenture and the Notes.
     Notwithstanding the foregoing clause (iv), (a) any Restricted Subsidiary
     may consolidate with, merge into or transfer all or part of its properties
     and assets to the Company and (b) the Company may merge with an Affiliate
     incorporated solely for the purpose of reincorporating the Company in
     another State of the United States so long as the amount of Indebtedness of
     the Company and its Restricted Subsidiaries is not increased thereby.

          (2) Each Guarantor, if any, shall not, and the Company shall not
     permit a Guarantor to, consolidate or merge with or into or wind up into
     (whether or not such

<PAGE>
                                                                              86


     Guarantor is the surviving corporation), or sell, assign, transfer, lease,
     convey or otherwise dispose of all or substantially all of its properties
     or assets in one or more related transactions, to any Person unless (i)
     such Guarantor is the surviving corporation or the Person formed by or
     surviving any such consolidation or merger (if other than such Guarantor)
     or to which such sale, assignment, transfer, lease, conveyance or other
     disposition will have been made is a corporation organized or existing
     under the laws of the United States, any state thereof, the District of
     Columbia, or any territory thereof (such Guarantor or such Person, as the
     case may be, being herein called the "SUCCESSOR GUARANTOR"); (ii) the
     Successor Guarantor (if other than such Guarantor) expressly assumes all
     the obligations of such Guarantor under this Indenture and such Guarantor's
     Guarantee pursuant to a supplemental indenture or other documents or
     instruments in form reasonably satisfactory to the Trustee; (iii)
     immediately after such transaction no Default or Event of Default shall
     have occurred and be continuing; and (iv) the Guarantor shall have
     delivered or caused to be delivered to the Trustee an Officers' Certificate
     and an Opinion of Counsel, each stating that such consolidation, merger or
     transfer and such supplemental indenture (if any) comply with this
     Indenture. The Successor Guarantor shall succeed to, and be substituted
     for, such Guarantor under this Indenture and such Guarantor's Guarantee.

     SECTION 802. SUCCESSOR SUBSTITUTED. Upon any consolidation of the Company
with or merger of the Company with or into or wind up into any other corporation
or any sale, assignment, conveyance, transfer, lease or other disposition of the
properties and assets of the Company substantially as an entirety to any Person
in accordance with Section 801, the successor Person formed by such
consolidation or into which the Company is merged or wound up or to which such
sale, assignment, conveyance, transfer, lease or other disposition is made will
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
Person had been named as the Company therein, and thereafter (except in the case
of a sale, assignment, transfer, lease, conveyance or other disposition) the
predecessor corporation will be relieved of all further obligations and
covenants under this Indenture and the Notes; PROVIDED that, solely with respect
to calculating amounts described in clauses (A), (B) and (C) of paragraph (a) of
Section 1009, any such surviving entity to the Company shall only be deemed to
have succeeded to and be substituted for the Company with respect to periods
subsequent to the effective time of such merger, consolidation, combination or
transfer of assets.

<PAGE>
                                                                              87


                                  ARTICLE NINE

                     SUPPLEMENTS AND AMENDMENTS TO INDENTURE

     SECTION 901. SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS. Without
the consent of any Holders of Notes, the Company, any Guarantor (with respect to
a Guarantee to which it is a party), when authorized by a Board Resolution, and
the Trustee may amend or supplement this Indenture, any Guarantee or the Notes:

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

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

          (3) to comply with Article Eight hereof; or

          (4) to provide for the assumption of the Company's or any Guarantor's
     obligations to Holders of such Notes; or

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

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

          (7) to comply with requirements of the Commission in order to effect
     or maintain the qualification of this Indenture under the Trust Indenture
     Act; or

          (8) to evidence and provide for the acceptance of appointment
     hereunder by a successor Trustee pursuant to the requirements of Section
     610;

          (9) to add a Guarantor hereunder or to release a Guarantor from its
     Guarantee as permitted under the terms of this Indenture; or

          (10) make any change to the provisions of Article XIII that would
     limit or terminate the benefits of Senior Indebtedness under such
     provisions; provided that if the rights of the holders of Senior
     Indebtedness are adversely affected, such holders of Senior Indebtedness
     must consent thereto.

     SECTION 902. SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS. With the
consent of the Holders of at least a majority

<PAGE>
                                                                              88


in principal amount of the Outstanding Notes (including, without limitation,
consents obtained in connection with a purchase of, or tender offer or exchange
offer for, the Notes), by Act of said Holders delivered to the Company and the
Trustee, the Company, when authorized by 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 under this Indenture; PROVIDED, HOWEVER, that no such supplemental
indenture shall, without the consent of each Holder affected thereby (with
respect to any Notes held by a nonconsenting Holder of the Notes):

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

          (2) reduce the principal of or change or have the effect of changing
     the Stated Maturity of any such Note or alter or waive the provisions with
     respect to the redemption of the Notes (other than Sections 1016 and 1017
     and the defined terms used therein); or

          (3) reduce the rate of or change the time for payment of interest on
     any Note; or

          (4) waive a Default or Event of Default in the payment of principal
     of, or premium, if any, or interest on the Notes (except a rescission of
     acceleration of the Notes by the Holders of at least a majority in
     aggregate principal amount of such Notes Outstanding and a waiver of the
     payment default that resulted from such acceleration), or in respect of a
     covenant or provision contained in this Indenture or any Guarantee which
     cannot be amended or modified without the consent of all Holders; or

          (5) make any Note payable in currency other than that stated in such
     Notes; or

          (6) make any change in the provisions of this Indenture relating to
     waivers of past Defaults or the rights of Holders of the Notes to receive
     payments of principal of or premium, if any, or interest on the Notes; or

          (7) make any change in the foregoing amendment and waiver provisions;
     or

          (8) impair the right of any Holder of the Notes to receive payment of
     principal of, or interest or Liquidated Damages on such Holder's Notes on
     or after the due dates relating thereto or to institute suit for the
     enforcement of

<PAGE>
                                                                              89


     any payment on or with respect to such Holder's Notes; or

          (9) make any change in the subordination provisions of this Indenture
     that would adversely affect the Holders of the Notes.

     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.

     SECTION 903. EXECUTION OF SUPPLEMENTAL INDENTURES. In executing, or
accepting the additional trusts created by, any supplemental indenture permitted
by this Article or the modifications thereby of the trusts created by this
Indenture, the Trustee shall be entitled to receive, and shall be fully
protected in relying upon, an Opinion of Counsel and an Officers' Certificate
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 Trustees 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 Notes theretofore or thereafter
authenticated and delivered hereunder shall be bound thereby (except as provided
in Section 902).

     SECTION 905. CONFORMITY WITH TRUST INDENTURE ACT. Every supplemental
indenture executed pursuant to the Article shall conform to the requirements of
the Trust Indenture Act as then in effect.

     SECTION 906. REFERENCE IN NOTES TO SUPPLEMENTAL INDENTURES. Notes
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 Notes so modified
as to 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 Notes.

     SECTION 907. NOTICE OF SUPPLEMENTAL INDENTURES. Promptly after the
execution by the Company and the Trustee of any supplemental indenture pursuant
to the provisions of Section 902, the Company shall give notice thereof to the

<PAGE>
                                                                              90


Holders of each Outstanding Note affected, in the manner provided for in Section
106, setting forth in general terms the substance of such supplemental
indenture.

     SECTION 908. EFFECT ON SENIOR INDEBTEDNESS. No supplemental indenture shall
adversely affect the rights of any holders of Senior Indebtedness under Article
Thirteen unless the requisite holders of each issue of Senior Indebtedness
affected thereby shall have consented to such supplemental indenture.


                                   ARTICLE TEN

                                    COVENANTS

     SECTION 1001. PAYMENT OF PRINCIPAL, PREMIUM, IF ANY, AND INTEREST. The
Company shall pay or cause to be paid the principal of, premium, if any,
interest, and Liquidated Damages, if any, on the Notes on the dates and in the
manner provided in the Notes. Principal, premium, if any, interest, and
Liquidated Damages, if any, shall be considered paid on the date due if the
Paying Agent, if other than the Company or a Subsidiary thereof, holds as of
10:00 a.m. Eastern Time on the due date money deposited by the Company in
immediately available funds and designated for and sufficient to pay all
principal, premium, if any, interest and Liquidated Damages, if any, then due.

     SECTION 1002. MAINTENANCE OF OFFICE OR AGENCY. The Company shall maintain
in the City of New York, an office or agency (which may be an office of the
Trustee or an affiliate of the Trustee, Registrar or co-registrar) where Notes
may be surrendered for registration of transfer or for exchange and where
notices and demands to or upon the Company in respect of the Notes and this
Indenture may be served. The Company shall give prompt written notice to the
Trustee of the location, and any change in the location, of such office or
agency. If at any time the Company shall fail to maintain any such required
office or agency or shall fail to furnish the Trustee with the address thereof,
such presentations, surrenders, notices and demands may be made or served at the
Corporate Trust Office of the Trustee.

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

<PAGE>
                                                                              91


     The Company hereby designates the Corporate Trust Office of the Trustee as
one such office or agency of the Company in accordance with Section 305.

     SECTION 1003. MONEY FOR NOTE PAYMENTS TO BE HELD IN TRUST. If the Company
shall at any time act as its own Paying Agent, it will, on or before each due
date of the principal of (or premium, if any) or interest on any of the Notes,
segregate and hold in trust for the benefit of the Persons entitled thereto a
sum sufficient to pay the principal of (or premium, if any) or interest 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 to so act.

     Whenever the Company shall have one or more Paying Agents for the Notes, it
will, on or before each due date of the principal of (or premium, if any) or
interest on any Notes, deposit with a Paying Agent a sum in same day funds (or
New York Clearing House funds if such deposit is made prior to the date on which
such deposit is required to be made) sufficient to pay the principal (and
premium, if any) or interest 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 such action or any failure to so act. The Company will cause each
Paying Agent (other than the Trustee) to execute and deliver to the Trustee an
instrument in which such Paying Agent shall agree with the Trustee, subject to
the provisions of this Section, that such Paying Agent will:

          (1) hold all sums held by it for the payment of the principal of (and
     premium, if any) or interest on Notes in trust for the benefit of the
     Persons entitled thereto until such sums shall be paid to such Persons or
     otherwise disposed of as herein provided;

          (2) give the Trustee notice of any default by the Company (or any
     other obligor upon the Notes) in the making of any payment of principal
     (and premium, if any) or interest; and

          (3) at any time during the continuance of any such default, upon the
     written request of the Trustee, forthwith pay to the Trustee all sums so
     held in trust by such Paying Agent.

     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

<PAGE>
                                                                              92


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.

     Any money deposited with the Trustee or any Paying Agent, or then held by
the Company, in trust for the payment of the principal of (or premium, if any)
or interest on any Note and remaining unclaimed for two years after such
principal, premium or interest has become due and payable shall be paid to the
Company on Company Request, or (if then held by the Company) shall be discharged
from such trust; and the Holder of such Note shall thereafter, as an unsecured
general creditor, look only to the Company for payment thereof, and all
liability of the Trustee or such Paying Agent with respect to such trust money,
and all liability of the Company as trustee thereof, shall thereupon cease;
PROVIDED, HOWEVER, that the Trustee or such Paying Agent, before being required
to make any such repayment to the Company, may at the expense of the Company
cause to be published once, in a newspaper published in the English language,
customarily published on each Business Day and of general circulation in the
City of New York, notice that such money remains unclaimed and that, after a
date specified therein, which shall not be less than 30 days from the date of
such publication, any unclaimed balance of such money then remaining will be
repaid to the Company.

     SECTION 1004. CORPORATE EXISTENCE. Subject to Article Eight hereof, the
Company shall do or cause to be done all things necessary to preserve and keep
in full force and effect (i) its corporate existence, and the corporate,
partnership or other existence of each of its Restricted Subsidiaries, in
accordance with the respective organizational documents (as the same may be
amended from time to time) of the Company or any such Restricted Subsidiary and
(ii) the rights (charter and statutory), licenses and franchises of the Company
and its Restricted Subsidiaries; PROVIDED, HOWEVER, that the Company shall not
be required to preserve any such right, license or franchise, or the corporate,
partnership or other existence of any of its Restricted Subsidiaries, if the
Board of Directors shall determine that the preservation thereof is no longer
desirable in the conduct of the business of the Company and its Restricted
Subsidiaries, taken as a whole, and that the loss thereof is not adverse in any
material respect to the Holders of the Notes.

     SECTION 1005. TAXES. The Company shall pay, and shall cause each of its
Subsidiaries to pay, prior to delinquency, all material taxes, assessments, and
governmental charges except such as are contested in good faith and by
appropriate proceedings or where the failure to effect such payment is not
adverse in any material respect to the Holders of the Notes.

<PAGE>
                                                                              93


     SECTION 1006. MAINTENANCE OF PROPERTIES. The Company will cause all
material properties owned by the Company or any Restricted Subsidiary or used or
held for use in the conduct of its business or the business of any Restricted
Subsidiary to be maintained and kept in normal condition, repair and working
order and will cause to be made all necessary repairs, renewals, replacements,
betterments and improvements thereof, all as in the judgment of the Company may
be necessary so that the business carried on in connection therewith may be
properly conducted at all times; PROVIDED, HOWEVER, that nothing in this Section
shall prevent the Company or any of its Restricted Subsidiaries from
discontinuing the maintenance of any of such properties if such discontinuance
is, in the judgment of the Company, desirable in the conduct of its business or
the business of any Restricted Subsidiary and not adverse in any material
respect to the Holders.

     SECTION 1007. INSURANCE. To the extent available at commercially reasonable
rates, the Company will maintain, and will cause its Subsidiaries to maintain,
insurance with responsible carriers against such risks and in such amounts, and
with such deductibles, retentions, self-insured amounts and co-insurance
provisions, as are customarily carried by similar businesses, of similar size,
including professional and general liability, property and casualty loss,
workers' compensation and interruption of business insurance.

     SECTION 1008. COMPLIANCE WITH LAWS. The Company shall comply, and shall
cause each of its Subsidiaries to comply, with all applicable statutes, rules,
regulations, orders and restrictions of the United States of America, all states
and municipalities thereof, and of any governmental regulatory authority, in
respect of the conduct of their respective businesses and the ownership of their
respective properties, except for such noncompliances as would not in the
aggregate have a material adverse effect on the financial condition or results
of operations of the Company and its Subsidiaries, taken as a whole.






<PAGE>
                                                                              94


     SECTION 1009. LIMITATION ON RESTRICTED PAYMENTS.

     (a) The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly: (i) declare or pay any dividend or make
any distribution on account of the Company's or any of its Restricted
Subsidiaries' Equity Interests, including any dividend or distribution payable
in connection with any merger or consolidation (other than (A) dividends or
distributions by the Company payable in Equity Interests (other than
Disqualified Stock) of the Company or (B) dividends or distributions by a
Restricted Subsidiary so long as, in the case of any dividend or distribution
payable on or in respect of any class or series of securities issued by a
Subsidiary other than a Wholly Owned Subsidiary, the Company or a Restricted
Subsidiary receives at least its pro rata share of such dividend or distribution
in accordance with its Equity Interests in such class or series of securities);
(ii) purchase, redeem, defease or otherwise acquire or retire for value any
Equity Interests of the Company or any direct or indirect parent of the Company;
(iii) make any principal payment on, or redeem, repurchase, defease or otherwise
acquire or retire for value in each case, prior to any scheduled repayment, or
maturity, any Subordinated Indebtedness (other than Indebtedness permitted under
clauses (vii) and (ix) of Section 1010(b) hereof); or (iv) make any Restricted
Investment (all such payments and other actions set forth in clauses (i) through
(iv) above being collectively referred to as "RESTRICTED PAYMENTS"), unless, at
the time of such Restricted Payment:

          (A) no Default or Event of Default shall have occurred and be
     continuing or would occur as a consequence thereof;

          (B) immediately before and immediately after giving effect to such
     transaction on a pro forma basis, the Company could incur $1.00 of
     additional Indebtedness under the provisions of paragraph (a) of Section
     1010; and

          (C) such Restricted Payment, together with the aggregate amount of all
     other Restricted Payments made by the Company and its Restricted
     Subsidiaries after the Issuance Date (including Restricted Payments
     permitted by clauses (i), (v) (only to the extent that amounts paid
     pursuant to such clause are greater than amounts that would have been paid
     pursuant to such clause if $5.0 million and $10.0 million were substituted
     in such clause for $10.0 million and $20.0 million, respectively), (vi),
     (ix) and (x) of paragraph (b) of this Section 1009, but excluding all other
     Restricted Payments permitted by paragraph (b) of this Section 1009), is
     less than the sum of (i) 50% of the Consolidated Net Income of the Company
     for the period (taken as one accounting period) from the fiscal quarter
     that first begins after the Issuance Date to the end of the Company's

<PAGE>
                                                                              95


     most recently ended fiscal quarter for which internal financial statements
     are available at the time of such Restricted Payment (or, in the case such
     Consolidated Net Income for such period is a deficit, minus 100% of such
     deficit), PLUS (ii) 100% of the aggregate net cash proceeds and the fair
     market value, as determined in good faith by the Board of Directors, of
     marketable securities received by the Company since immediately after the
     Issuance Date from the issue or sale of Equity Interests of the Company
     (excluding Excluded Contributions) or debt securities of the Company issued
     or sold after the Issuance Date that have been converted into such Equity
     Interests (including Retired Capital Stock) of the Company (other than
     Refunding Capital Stock (as defined below), or Equity Interests or
     convertible debt securities of the Company sold to a Restricted Subsidiary
     of the Company and other Disqualified Stock or debt securities that have
     been converted into Disqualified Stock), PLUS (iii) the aggregate amount by
     which Indebtedness (other than Subordinated Indebtedness) of the Company or
     any Restricted Subsidiary is reduced on the Company's consolidated balance
     sheet on or after the Issuance Date upon the conversion or exchange of any
     debt securities issued or sold on or prior to the Issuance Date that are
     convertible into Equity Interests of the Company (other than Refunding
     Capital Stock (as defined below) or Equity Interests or convertible debt
     securities of the Company sold to a Restricted Subsidiary of the Company
     and other than Disqualified Stock or debt securities that have been
     converted into Disqualified Stock), PLUS (iv) 100% of the aggregate amount
     of cash and marketable securities contributed to the capital of the Company
     following the Issuance Date (excluding Excluded Contributions), PLUS (v)
     100% of the aggregate amount received in cash and the fair market value of
     marketable securities (other than Restricted Investments) received from (A)
     the sale or other disposition (other than to the Company or a Restricted
     Subsidiary) of Restricted Investments made by the Company and its
     Restricted Subsidiaries or (B) a dividend from, or the sale (other than to
     the Company or a Restricted Subsidiary) of the stock of, an Unrestricted
     Subsidiary (other than an Unrestricted Subsidiary the Investment in which
     was made by the Company or a Restricted Subsidiary pursuant to clauses
     (vii) or (xi) of paragraph (b) of this Section 1009).

          (b) The foregoing provisions will not prohibit:

          (i) the payment of any dividend within 60 days after the date of
     declaration thereof, if at the date of declaration such payment would have
     complied with the provisions of this Indenture;

<PAGE>
                                                                              96


          (ii)(A) the redemption, repurchase, retirement or other acquisition of
     any Equity Interests (the "RETIRED CAPITAL STOCK") or Subordinated
     Indebtedness of the Company in exchange for, or out of the proceeds of the
     substantially concurrent sale (other than to a Restricted Subsidiary) of,
     Equity Interests of the Company (other than any Disqualified Stock) (the
     "REFUNDING CAPITAL STOCK"), and (B) if immediately prior to the retirement
     of Retired Capital Stock, the declaration and payment of dividends thereon
     was permitted under clause (vi) of this paragraph (b), the declaration and
     payment of dividends on the Refunding Capital Stock in an aggregate amount
     per year no greater than the aggregate amount of dividends per annum that
     was declarable and payable on such Retired Capital Stock immediately prior
     to such retirement; PROVIDED, HOWEVER, that at the time of the declaration
     of any such dividends, no Default or Event of Default shall have occurred
     and be continuing or would occur as a consequence thereof;

          (iii) distributions or payments of Receivables Fees;

          (iv) the redemption, repurchase or other acquisition or retirement of
     Subordinated Indebtedness of the Company made by exchange for, or out of
     the proceeds of the substantially concurrent sale of, new Indebtedness of
     the Company so long as (A) the principal amount of such new Indebtedness
     does not exceed the principal amount of the Subordinated Indebtedness being
     so redeemed, repurchased, acquired or retired for value (plus the amount of
     any premium required to be paid under the terms of the instrument governing
     the Subordinated Indebtedness being so redeemed, repurchased, acquired or
     retired, and fees and expenses payable in connection with such redemption,
     repurchase, acquisition or retirement), (B) such Indebtedness is
     subordinated to the Senior Indebtedness and the Notes at least to the same
     extent as such Subordinated Indebtedness so purchased, exchanged, redeemed,
     repurchased, acquired or retired for value, (C) such Indebtedness has a
     final scheduled maturity date equal to or later than the final scheduled
     maturity date of the Subordinated Indebtedness being so redeemed,
     repurchased, acquired or retired and (D) such Indebtedness has a Weighted
     Average Life to Maturity equal to or greater than the remaining Weighted
     Average Life to Maturity of the Subordinated Indebtedness being so
     redeemed, repurchased, acquired or retired;

          (v) a Restricted Payment to pay for the repurchase, retirement or
     other acquisition or retirement for value of common Equity Interests of the
     Company held by any future, present or former employee, director or
     consultant of the Company or any Subsidiary pursuant to any management
     equity plan, stockholder agreement, or stock option plan or any

<PAGE>
                                                                              97


     other management or employee benefit plan or agreement; PROVIDED, HOWEVER,
     that the aggregate Restricted Payments made under this clause (v) does not
     exceed in any calendar year $10.0 million (with unused amounts in any
     calendar year being carried over to succeeding calendar years subject to a
     maximum (without giving effect to the following proviso) of $20.0 million
     in any calendar year); PROVIDED FURTHER that such amount in any calendar
     year may be increased by an amount not to exceed (i) the cash proceeds from
     the sale of Equity Interests of the Company to members of management,
     directors or consultants of the Company and its Subsidiaries that occurs
     after the Issuance Date (to the extent the cash proceeds from the sale of
     such Equity Interest have not otherwise been applied to the payment of
     Restricted Payments by virtue of clause (C) of paragraph (a) of this
     Section 1009) plus (ii) the cash proceeds of key man life insurance
     policies received by the Company and its Restricted Subsidiaries after the
     Issuance Date less (iii) the amount of any Restricted Payments previously
     made pursuant to clauses (i) and (ii) of this subparagraph (v); and
     PROVIDED FURTHER that cancellation of Indebtedness owing to the Company
     from members of management of the Company or any of its Restricted
     Subsidiaries in connection with a repurchase of Equity Interests of the
     Company will not be deemed to constitute a Restricted Payment for purposes
     of this Section 1009 or any other provision of this Indenture;

          (vi) the declaration and payment of dividends to holders of any class
     or series of Designated Preferred Stock (other than Disqualified Stock)
     issued after the Issuance Date (including, without limitation, the
     declaration and payment of dividends on Refunding Capital Stock in excess
     of the dividends declarable and payable thereon pursuant to clause (ii));
     PROVIDED, HOWEVER, that for the most recently ended four full fiscal
     quarters for which internal financial statements are available immediately
     preceding the date of issuance of such Designated Preferred Stock, after
     giving effect to such issuance on a pro forma basis, the Company and its
     Restricted Subsidiaries would have had a Fixed Charge Coverage Ratio of at
     least 1.75 to 1.00;

          (vii) Investments in Unrestricted Subsidiaries having an aggregate
     fair market value, taken together with all other Investments made pursuant
     to this clause (vii) that are at that time outstanding, not to exceed $45.0
     million at the time of such Investment (with the fair market value of each
     Investment being measured at the time made and without giving effect to
     subsequent changes in value);

          (viii) repurchases of Equity Interests deemed to occur upon exercise
     of stock options if such Equity Interests represent a portion of the
     exercise price of such options;

<PAGE>
                                                                             98


          (ix) the payment of dividends on the Company's Common Stock, following
     the first public offering of the Company's Common Stock after the Issuance
     Date, of up to 6% per annum of the net proceeds received by the Company in
     such public offering, other than public offerings with respect to the
     Company's Common Stock registered on Form S-8;

          (x) a Restricted Payment to pay for the repurchase, retirement or
     other acquisition or retirement for value of Equity Interests of the
     Company which are not held by KKR or any of its affiliates (including any
     Equity Interests issued in respect of such Equity Interests as a result of
     a stock split, recapitalization, merger, combination, consolidation or
     otherwise, but excluding any management equity plan or stock option plan or
     similar agreement), PROVIDED that the aggregate Restricted Payments made
     under this clause (x) shall not exceed $50 million, PROVIDED FURTHER that
     prior to the first anniversary of the Issuance Date, no Restricted Payments
     may be made under this clause (x) PROVIDED FURTHER that notwithstanding the
     foregoing proviso, the Company shall be permitted to make Restricted
     Payments under this clause (x) only if after giving effect thereto, the
     Company would be permitted to incur at least $1.00 of additional
     Indebtedness under the provisions of Section 1010(a) hereof;

          (xi) Investments in Unrestricted Subsidiaries that are made with
     Excluded Contributions;

          (xii) the payment of dividends on Disqualified Stock which is issued
     in accordance with Section 1010 hereof; and

          (xiii) other Restricted Payments in an aggregate amount not to exceed
     $25.0 million; PROVIDED, HOWEVER, that at the time of, and after giving
     effect to, any Restricted Payment permitted under clauses (iv), (v), (vi),
     (vii), (viii), (ix), (x), (xi), (xii) and (xiii), no Default or Event of
     Default shall have occurred and be continuing or would occur as a
     consequence thereof; and PROVIDED FURTHER that for purposes of determining
     the aggregate amount expended for Restricted Payments in accordance with
     clause (C) of paragraph (a) of this Section 1009, only the amounts expended
     under clauses (i), (v) (only to the extent that amounts paid pursuant to
     such clause are greater than amounts that would have been paid pursuant to
     such clause if $5.0 million and $10.0 million were substituted in such
     clause for $10.0 million and $20.0 million, respectively), (vi), (ix) and
     (x) shall be included.

     (c) In the future, the Company will not permit any Unrestricted Subsidiary
to become a Restricted Subsidiary except pursuant to the second to last sentence
of the definition of

<PAGE>
                                                                             99


"Unrestricted Subsidiary." For purposes of designating any Restricted Subsidiary
as an Unrestricted Subsidiary, all outstanding Investments by the Company and
its Restricted Subsidiaries (except to the extent repaid) in the Subsidiary so
designated will be deemed to be Restricted Payments in an amount determined as
set forth in the last sentence of the definition of "Investments." Such
designation will only be permitted if a Restricted Payment in such amount would
be permitted at such time (whether pursuant to paragraph (a) of this Section
1009 or under clause (vii) or (xi) of paragraph (b) of this Section 1009) and if
such Subsidiary otherwise meets the definition of an Unrestricted Subsidiary.
Unrestricted Subsidiaries will not be subject to any of the restrictive
covenants set forth in this Indenture.

     SECTION 1010. LIMITATION ON INCURRENCE OF INDEBTEDNESS AND ISSUANCE OF
DISQUALIFIED STOCK.

     (a) The Company shall not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee
or otherwise become directly or indirectly liable, contingently or otherwise,
with respect to (collectively, "INCUR" and collectively, an "INCURRENCE") any
Indebtedness (including Acquired Indebtedness) and the Company will not issue
any shares of Disqualified Stock and will not permit any of its Restricted
Subsidiaries to issue any shares of preferred stock; PROVIDED, HOWEVER, that the
Company may incur Indebtedness (including Acquired Indebtedness) or issue shares
of Disqualified Stock if the Fixed Charge Coverage Ratio for the Company's and
the Restricted Subsidiaries' most recently ended four full fiscal quarters for
which internal financial statements are available immediately preceding the date
on which such additional Indebtedness is incurred or such Disqualified Stock is
issued would have been (i) if such incurrence occurs on or prior to April 15,
2003, at least 1.75 to 1.00; and (ii) if such incurrence occurs after April 15,
2003, at least 2.00 to 1.00, in each case, determined on a pro forma basis
(including a pro forma application of the net proceeds therefrom), as if the
additional Indebtedness had been incurred, or the Disqualified Stock had been
issued, as the case may be, and the application of proceeds therefrom had
occurred at the beginning of such four-quarter period.

     (b) Section 1010(a) shall not apply to:

          (i) the incurrence by the Company or its Restricted Subsidiaries of
     Indebtedness under Credit Facilities and the issuance and creation of
     letters of credit and banker's acceptances thereunder (with letters of
     credit and banker's acceptances being deemed to have a principal amount
     equal to the face amount thereof) up to an aggregate principal amount of
     $650.0 million outstanding at any one time;

<PAGE>
                                                                             100

          (ii) the incurrence by the Company of Indebtedness represented by the
     Notes;

          (iii) the Existing Indebtedness (other than Indebtedness described in
     clauses (i) and (ii));

          (iv) Indebtedness (including Capitalized Lease Obligations) incurred
     by the Company or any of its Restricted Subsidiaries, to finance the
     purchase, lease or improvement of property (real or personal) or equipment
     (whether through the direct purchase of assets or the Capital Stock of any
     Person owning such assets) in an aggregate principal amount which, when
     aggregated with the principal amount of all other Indebtedness then
     outstanding and incurred pursuant to this clause (iv) and including all
     Refinancing Indebtedness incurred to refund, refinance or replace any other
     Indebtedness incurred pursuant to this clause (iv), does not exceed the
     greater of (x) $50.0 million or (y) 15% of Total Assets;

          (v) Indebtedness incurred by the Company or any of its Restricted
     Subsidiaries constituting reimbursement obligations with respect to letters
     of credit issued in the ordinary course of business, including without
     limitation letters of credit in respect of workers' compensation claims or
     self-insurance, or other Indebtedness with respect to reimbursement type
     obligations regarding workers' compensation claims; PROVIDED, HOWEVER, that
     upon the drawing of such letters of credit or the incurrence of such
     Indebtedness, such obligations are reimbursed within 30 days following such
     drawing or incurrence;

          (vi) Indebtedness arising from agreements of the Company or a
     Restricted Subsidiary providing for indemnification, adjustment of purchase
     price or similar obligations, in each case, incurred or assumed in
     connection with the disposition of any business, assets or a Subsidiary,
     other than guarantees of Indebtedness incurred by any Person acquiring all
     or any portion of such business, assets or a Subsidiary for the purpose of
     financing such acquisition; PROVIDED, HOWEVER, that (A) such Indebtedness
     is not reflected on the balance sheet of the Company or any Restricted
     Subsidiary (contingent obligations referred to in a footnote to financial
     statements and not otherwise reflected on the balance sheet will not be
     deemed to be reflected on such balance sheet for purposes of this clause
     (A)) and (B) the maximum assumable liability in respect of all such
     Indebtedness shall at no time exceed the gross proceeds including noncash
     proceeds (the fair market value of such noncash proceeds being measured at
     the time received and without giving effect to any subsequent changes

<PAGE>
                                                                             101


     in value) actually received by the Company and its Restricted Subsidiaries
     in connection with such disposition;

          (vii) Indebtedness of the Company to a Restricted Subsidiary; PROVIDED
     that any such Indebtedness is made pursuant to an intercompany note and is
     subordinated in right of payment to the Notes; PROVIDED FURTHER that any
     subsequent issuance or transfer of any Capital Stock or any other event
     which will result in any such Restricted Subsidiary ceasing to be a
     Restricted Subsidiary or any other subsequent transfer of any such
     Indebtedness (except to the Company or another Restricted Subsidiary) shall
     be deemed, in each case to be an incurrence of such Indebtedness;

          (viii) shares of preferred stock of a Restricted Subsidiary issued to
     the Company or another Restricted Subsidiary; PROVIDED that any subsequent
     issuance or transfer of any Capital Stock or any other event which results
     in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or
     any other subsequent transfer of any such shares of preferred stock (except
     to the Company or another Restricted Subsidiary) shall be deemed, in each
     case to be an issuance of shares of preferred stock;

          (ix) Indebtedness of a Restricted Subsidiary to the Company or another
     Restricted Subsidiary; PROVIDED that (A) any such Indebtedness is made
     pursuant to an intercompany note and (B) if a Guarantor incurs such
     Indebtedness from a Restricted Subsidiary that is not a Guarantor such
     Indebtedness is subordinated in right of payment to the Guarantee of such
     Guarantor; PROVIDED FURTHER that any subsequent transfer of any such
     Indebtedness (except to the Company or another Restricted Subsidiary) or
     any other event which results in any such Restricted Subsidiary ceasing to
     be a Restricted Subsidiary shall be deemed, in each case to be an
     incurrence of such Indebtedness;

          (x) Hedging Obligations that are incurred in the ordinary course of
     business (A) for the purpose of fixing or hedging interest rate risk with
     respect to any Indebtedness that is permitted by the terms of this
     Indenture to be outstanding or (B) for the purpose of fixing or hedging
     currency exchange rate risk with respect to any currency exchanges;

          (xi) obligations in respect of performance and surety bonds and
     completion guarantees provided by the Company or any Restricted Subsidiary
     in the ordinary course of business;

          (xii) Indebtedness of any Guarantor in respect of such

<PAGE>
                                                                             102


     Guarantor's Guarantee;

          (xiii) Indebtedness of the Company and any of its Restricted
     Subsidiaries not otherwise permitted hereunder in an aggregate principal
     amount, which when aggregated with the principal amount of all other
     Indebtedness then outstanding and incurred pursuant to this clause (xiii),
     does not exceed $150.0 million at any one time outstanding; PROVIDED,
     HOWEVER, that Indebtedness of a Restricted Subsidiary organized under the
     laws of the United States, any state thereof, the District of Columbia or
     any territory thereof, which when aggregated with the principal amount of
     all other Indebtedness of such Restricted Subsidiaries then outstanding and
     incurred pursuant to this clause (xiii), does not exceed $60.0 million at
     any one time outstanding;

          (xiv)(A) any guarantee by the Company of Indebtedness or other
     obligations of any of its Restricted Subsidiaries so long as the incurrence
     of such Indebtedness incurred by such Restricted Subsidiary is permitted
     under the terms of this Indenture and (B) any Excluded Guarantee (as
     defined in Section 1014 hereof) of a Restricted Subsidiary;

          (xv) the incurrence by the Company or any of its Restricted
     Subsidiaries of Indebtedness which serves to refund, refinance or
     restructure any Indebtedness incurred as permitted under paragraph (a) of
     this Section 1010 and clauses (ii), (iii), (iv) and (xii) or clause (xvi)
     of this paragraph (b), or any Indebtedness issued to so refund, refinance
     or restructure such Indebtedness including additional Indebtedness incurred
     to pay premiums, expenses and fees in connection therewith (the
     "REFINANCING INDEBTEDNESS") prior to its respective maturity; PROVIDED,
     HOWEVER, that such Refinancing Indebtedness (A) has a Weighted Average Life
     to Maturity at the time such Refinancing Indebtedness is incurred which is
     not less than the remaining Weighted Average Life to Maturity of
     Indebtedness being refunded or refinanced, (B) to the extent such
     Refinancing Indebtedness refinances Indebtedness subordinated or pari passu
     to the Notes, such Refinancing Indebtedness is subordinated or pari passu
     to the Notes at least to the same extent as the Indebtedness being
     refinanced or refunded and (C) shall not include (x) Indebtedness of a
     Subsidiary that refinances Indebtedness of the Company or Indebtedness of a
     non- Guarantor that refinances Indebtedness of a Guarantor or (y)
     Indebtedness of the Company or a Restricted Subsidiary that refinances
     Indebtedness of an Unrestricted Subsidiary; and PROVIDED FURTHER that
     subclauses (A) and (B) of this clause (xv) will not apply to any refunding
     or refinancing of any Senior Indebtedness;

<PAGE>
                                                                             103


          (xvi) Indebtedness or Disqualified Stock of Persons that are acquired
     by the Company or any of its Restricted Subsidiaries or merged into a
     Restricted Subsidiary in accordance with the terms of this Indenture;
     PROVIDED that such Indebtedness or Disqualified Stock is not incurred in
     contemplation of such acquisition or merger; and PROVIDED FURTHER that
     after giving effect to such acquisition, either (A) the Company would be
     permitted to incur at least $1.00 of additional Indebtedness under the
     provisions of Section 1010(a) or (B) the Fixed Charge Coverage Ratio is
     greater than immediately prior to such acquisition or merger; and

          (xvii) guarantees by the Company or its Restricted Subsidiaries of the
     obligations of joint ventures of the Company or its Restricted
     Subsidiaries; PROVIDED that the maximum aggregate amount of all such
     guaranteed obligations shall at not time exceed $25 million.

     For purposes of determining compliance with this covenant, in the event
that an item of Indebtedness meets the criteria of more than one of the
categories of permitted Indebtedness described in clauses (i) through (xvii)
above or is entitled to be incurred pursuant to paragraph (a) of this Section
1010, the Company shall, in its sole discretion, classify such item of
Indebtedness in any manner that complies with this covenant and such item of
Indebtedness will be treated as having been incurred pursuant to only one of
such clauses or pursuant to paragraph (a) of this Section 1010. Accrual of
interest, the accretion of accreted value and the payment of interest in the
form of additional Indebtedness will not be deemed to be an incurrence of
Indebtedness for purposes of this Section 1010.

     SECTION 1011. LIENS. (a) The Company shall not, and shall not permit any of
its Restricted Subsidiaries to, directly or indirectly create, incur, assume or
suffer to exist any Lien that secures obligations under any Pari Passu
Indebtedness or Subordinated Indebtedness on any asset or property of the
Company or such Restricted Subsidiary, or any income or profits therefrom, or
assign or convey any right to receive income therefrom, unless (i) if such Lien
secures Pari Passu Indebtedness, the Notes are equally and ratably secured with
the obligations so secured or (ii) if such Lien secures Subordinated
Indebtedness, the Notes are secured by a Lien on the same property, assets,
income or profits which is senior to such Lien to the same extent as the Notes
are senior to such Subordinated Indebtedness, in each case until such time as
such obligations are no longer secured by a Lien.

     (b) No Guarantor shall directly or indirectly create, incur, assume or
suffer to exist any Lien that secures obligations under any Pari Passu
Indebtedness or Subordinated

<PAGE>
                                                                             104


Indebtedness of such Guarantor on any asset or property of such Guarantor or any
income or profits therefrom, or assign or convey any right to receive income
therefrom, unless (i) if such Lien secures Pari Passu Indebtedness, the
Guarantee of such Guarantor is equally and ratably secured with the obligations
so secured or (ii) if such Lien secures Subordinated Indebtedness, the Guarantee
of such Guarantor is secured by a Lien on the same property, assets, income or
profits which is senior to such Lien to the same extent as the Guarantee of such
Guarantor is senior to such Subordinated Indebtedness, in each case until such
time as such obligations are no longer secured by a Lien.

     (c) Any Lien created, incurred or existing in respect of unfunded pension
obligations or any similar obligations of the Company or any of its Restricted
Subsidiaries or any Guarantor shall not be deemed to give rise to any
obligations under this Section 1011.

     SECTION 1012. TRANSACTIONS WITH AFFILIATES. (a) The Company shall not, and
shall not permit any of its Restricted Subsidiaries to, make any payment to, or
sell, lease, transfer or otherwise dispose of any of its properties or assets
to, or purchase any property or assets from, or enter into or make or amend any
transaction, contract, agreement, understanding, loan, advance or guarantee
with, or for the benefit of, any Affiliate (each of the foregoing, an "AFFILIATE
TRANSACTION") involving aggregate consideration in excess of $5.0 million,
unless (i) such Affiliate Transaction is on terms that are not materially less
favorable to the Company or the relevant Restricted Subsidiary than those that
would have been obtained in a comparable transaction by the Company or such
Restricted Subsidiary with an unrelated Person and (ii) the Company delivers to
the Trustee with respect to any Affiliate Transaction or series of related
Affiliate Transactions involving aggregate consideration in excess of 10.0
million, a resolution adopted by the majority of the Board of Directors of the
Company approving such Affiliate Transaction and set forth in an Officers'
Certificate certifying that such Affiliate Transaction complies with clause (i)
above.

     (b) Notwithstanding Section 1012(a), this Section 1012 shall not apply to
the following: (i) transactions between or among the Company and/or any of its
Restricted Subsidiaries; (ii) Restricted Payments permitted by Section 1009
hereof or Permitted Investments; (iii) the payment of customary annual
management, consulting and advisory fees and related expenses to KKR and its
Affiliates; (iv) the payment of reasonable and customary fees paid to, and
indemnity provided on behalf of, officers, directors, employees or consultants
of the Company or any Restricted Subsidiary; (v) payments by the Company or any
of its Restricted Subsidiaries to KKR and its Affiliates made for any financial
advisory, financing, underwriting or

<PAGE>
                                                                             105


     placement services or in respect of other investment banking activities,
including, without limitation, in connection with acquisitions or divestitures
which payments are approved by a majority of the Board of Directors of the
Company in good faith; (vi) transactions in which the Company or any of its
Restricted Subsidiaries, as the case may be, delivers to the Trustee a letter
from an Independent Financial Advisor stating that such transaction is fair to
the Company or such Restricted Subsidiary from a financial point of view;
PROVIDED that such transaction also meets the requirements of clause (i) of
paragraph (a) of this Section 1012; (vii) payments or loans to employees or
consultants which are approved by a majority of the Board of Directors of the
Company in good faith; (viii) any agreement as in effect as of the Issuance Date
or any amendment thereto (so long as any such amendment is not disadvantageous
to the Holders of the Notes in any material respect) or any transaction
contemplated thereby; (ix) the existence of, or the performance by the Company
or any of its Restricted Subsidiaries of its obligations under the terms of, any
stockholders agreement (including any registration rights agreement or purchase
agreement related thereto) to which it is a party as of the Issuance Date and
any similar agreements which it may enter into thereafter; PROVIDED, HOWEVER,
that the existence of, or the performance by the Company or any of its
Restricted Subsidiaries of obligations under any future amendment to any such
existing agreement or under any similar agreement entered into after the
Issuance Date shall only be permitted by this clause (ix) to the extent that the
terms of any such amendment or new agreement are not otherwise disadvantageous
to the Holders of the Notes in any material respect; (x) transactions with
customers, clients, suppliers, or purchasers or sellers of goods or services, in
each case in the ordinary course of business and otherwise in compliance with
the terms of this Indenture which are fair to the Company or its Restricted
Subsidiaries, in the reasonable determination of the Board of Directors of the
Company or the senior management thereof, or are on terms at least as favorable
as might reasonably have been obtained at such time from an unaffiliated party;
and (xi) sales of accounts receivable, or participations therein, in connection
with any Receivables Facility.

     SECTION 1013. DIVIDEND AND OTHER PAYMENT RESTRICTIONS AFFECTING
SUBSIDIARIES. The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to
exist or become effective any consensual encumbrance or consensual restriction
on the ability of any Restricted Subsidiary to:

          (a)(i) pay dividends or make any other distributions to the Company or
     any of its Restricted Subsidiaries (1) on its Capital Stock or (2) with
     respect to any other interest or participation in, or measured by, its
     profits, or

<PAGE>
                                                                             106


     (ii) pay any Indebtedness owed to the Company or any of its Restricted
     Subsidiaries;

          (b) make loans or advances to the Company or any of its Restricted
     Subsidiaries; or

          (c) sell, lease or transfer any of its properties or assets to the
     Company or any of its Restricted Subsidiaries; except (in each case) for
     such encumbrances or restrictions existing under or by reason of:

               (1) contractual encumbrances or restrictions in effect on the
          Issuance Date, including pursuant to the Credit Facility and its
          related documentation;

               (2) this Indenture and the Notes;

               (3) purchase money obligations for property acquired in the
          ordinary course of business that impose restrictions of the nature
          discussed in clause (c) above on the property so acquired;

               (4) applicable law or any applicable rule, regulation or order;

               (5) any agreement or other instrument of a Person acquired by the
          Company or any Restricted Subsidiary in existence at the time of such
          acquisition (but not created in contemplation thereof), which
          encumbrance or restriction is not applicable to any Person, or the
          properties or assets of any Person, other than the Person, or the
          property or assets of the Person, so acquired;

               (6) contracts for the sale of assets, including, without
          limitation customary restrictions with respect to a Subsidiary
          pursuant to an agreement that has been entered into for the sale or
          disposition of all or substantially all of the Capital Stock or assets
          of such Subsidiary;

               (7) secured Indebtedness otherwise permitted to be incurred
          pursuant to Sections 1010 and 1011 hereof that limit the right of the
          debtor to dispose of the assets securing such Indebtedness;

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

               (9) other Indebtedness of Restricted Subsidiaries permitted to be
          incurred subsequent to the Issuance

<PAGE>
                                                                             107


          Date pursuant to the provisions of Section 1010 hereof;

               (10) customary provisions in joint venture agreements and other
          similar agreements entered into in the ordinary course of business;

               (11) customary provisions contained in leases and other
          agreements entered into in the ordinary course of business;

               (12) restrictions created in connection with any Receivables
          Facility that, in the good faith determination of the Board of
          Directors of the Company, are necessary or advisable to effect such
          Receivables Facility; or

               (13) any encumbrances or restrictions of the type referred to in
          paragraphs (a), (b) and (c) above imposed by any amendments,
          modifications, restatements, renewals, increases, supplements,
          refundings, replacements or refinancings of the contracts, instruments
          or obligations referred to in clauses (1) through (12) above, provided
          that such amendments, modifications, restatements, renewals,
          increases, supplements, refundings, replacements or refinancings are,
          in the good faith judgment of the Company's Board of Directors, no
          more restrictive with respect to such dividend and other payment
          restrictions than those contained in the dividend or other payment
          restrictions prior to such amendment, modification, restatement,
          renewal, increase, supplement, refunding, replacement or refinancing.

     SECTION 1014. LIMITATION ON GUARANTEES OF INDEBTEDNESS BY RESTRICTED
SUBSIDIARIES. (a) The Company shall not permit any Restricted Subsidiary to
guarantee the payment of any Indebtedness of the Company or any Indebtedness of
any other Restricted Subsidiary unless (i) such Restricted Subsidiary
simultaneously executes and delivers a supplemental indenture to this Indenture
providing for a Guarantee of payment of the Notes by such Restricted Subsidiary
except that (A) if the Notes are subordinated in right of payment to such
Indebtedness, the Guarantee under the supplemental indenture shall be
subordinated to such Restricted Subsidiary's guarantee with respect to such
Indebtedness substantially to the same extent as the Notes are subordinated to
such Indebtedness under this Indenture and (B) if such Indebtedness is by its
express terms subordinated in right of payment to the Notes, any such guarantee
of such Restricted Subsidiary with respect to such Indebtedness shall be
subordinated in right of payment to such Restricted Subsidiary's Guarantee with
respect to the Notes substantially to the same

<PAGE>
                                                                             108


extent as such Indebtedness is subordinated to the Notes; (ii) such Restricted
Subsidiary waives and will not in any manner whatsoever claim or take the
benefit or advantage of, any rights of reimbursement, indemnity or subrogation
or any other rights against the Company or any other Restricted Subsidiary as a
result of any payment by such Restricted Subsidiary under its Guarantee; and
(iii) such Restricted Subsidiary shall deliver to the Trustee an Opinion of
Counsel to the effect that (A) such Guarantee of the Notes has been duly
executed and authorized and (B) such Guarantee of the Notes constitutes a valid,
binding and enforceable obligation of such Restricted Subsidiary, except insofar
as enforcement thereof may be limited by bankruptcy, insolvency or similar laws
(including, without limitation, all laws relating to fraudulent transfers) and
except insofar as enforcement thereof is subject to general principles of
equity; PROVIDED that this paragraph (a) shall not be applicable to any
guarantee of any Restricted Subsidiary (x) that (A) existed at the time such
Person became a Restricted Subsidiary of the Company and (B) was not incurred in
connection with, or in contemplation of, such Person becoming a Restricted
Subsidiary of the Company or (y) that guarantees the payment of Obligations of
the Company or any Restricted Subsidiary under the Credit Facility or any other
bank facility which is designated as Senior Indebtedness and any refunding,
refinancing or replacement thereof, in whole or in part; PROVIDED that such
refunding, refinancing or replacement thereof constitutes Senior Indebtedness
and is not incurred pursuant to a registered offering of securities under the
Securities Act or a private placement of securities (including under Rule 144A)
pursuant to an exemption from the registration requirements of the Securities
Act, which private placement provides for registration rights under the
Securities Act (any guarantee excluded by operations of this clause (y) being an
"EXCLUDED GUARANTEE").

     (b) Notwithstanding the foregoing and the other provisions of this
Indenture, any Guarantee by a Restricted Subsidiary of the Notes shall provide
by its terms that it shall be automatically and unconditionally released and
discharged upon (i) any sale, exchange or transfer, to any Person not an
Affiliate of the Company, of all of the Company's Capital Stock in, or all or
substantially all the assets of, such Restricted Subsidiary (which sale,
exchange or transfer is not prohibited by this Indenture) or (ii) the release or
discharge of the guarantee which resulted in the creation of such Guarantee,
except a discharge or release by or as a result of payment under such guarantee.

     SECTION 1015. LIMITATION ON OTHER SENIOR SUBORDINATED INDEBTEDNESS. The
Company shall not, and shall not permit any Guarantor to, directly or
indirectly, incur any Indebtedness (including Acquired Indebtedness) that is
subordinate in right of payment to any Indebtedness of the Company or any
Indebtedness of

<PAGE>
                                                                             109


any Guarantor, as the case may be, unless such Indebtedness is either (a) pari
passu in right of payment with the Notes or such Guarantor's Guarantee, as the
case may be or (b) subordinate in right of payment to the Notes, or such
Guarantor's Guarantee, as the case may be, in the same manner and at least to
the same extent as the Notes are subordinate to Senior Indebtedness or such
Guarantor's Guarantee is subordinate to such Guarantor's Senior Indebtedness, as
the case may be.

     SECTION 1016. PURCHASE OF NOTES UPON A CHANGE OF CONTROL. (a) Upon the
occurrence of a Change of Control, unless the Company has elected to redeem the
Notes in connection with such Change of Control, the Company will make an offer
to purchase all or any part (equal to $1,000 or an integral multiple thereof) of
the Notes pursuant to the offer described below (the "CHANGE OF CONTROL OFFER")
at a price in cash (the "CHANGE OF CONTROL PAYMENT") equal to 101% of the
aggregate principal amount thereof plus accrued and unpaid interest and
Liquidated Damages, if any, to the date of purchase. Within 30 days following
any Change of Control, the Company will mail a notice to each Holder of Notes
issued hereunder in the manner set forth in Section 106, with a copy to the
Trustee, with the following information: (1) a Change of Control Offer is being
made pursuant to this Section 1016, and that all Notes properly tendered
pursuant to such Change of Control Offer will be accepted for payment; (2) the
purchase price and the purchase date, which will be no earlier than 30 days nor
later than 60 days from the date such notice is mailed, except as may be
otherwise required by applicable law (the "CHANGE OF CONTROL PAYMENT DATE"); (3)
any Note not properly tendered will remain outstanding and continue to accrue
interest; (4) unless the Company defaults in the payment of the Change of
Control Payment, all Notes accepted for payment pursuant to the Change of
Control Offer will cease to accrue interest on the Change of Control Payment
Date; (5) Holders electing to have any Notes purchased pursuant to a Change of
Control Offer will be required to surrender the Notes, with the form entitled
"Option of Holder to Elect Purchase" on the reverse of the Notes completed, to
the Paying Agent specified in the notice at the address specified in the notice
prior to the close of business on the third Business Day preceding the Change of
Control Payment Date; (6) Holders will be entitled to withdraw their tendered
Notes and their election to require the Company to purchase such Notes; PROVIDED
that the paying agent receives, not later than the close of business on the last
day of the Offer Period, a telegram, telex, facsimile transmission or letter
setting forth the name of the Holder, the principal amount such Holder's
tendered Notes and his election to have such Notes purchased; and (7) that
Holders whose Notes are being purchased only in part will be issued new Notes
equal in principal amount to the unpurchased portion of the Notes surrendered,
which unpurchased portion must be equal to $1,000 in principal amount


<PAGE>
                                                                             110


or an integral multiple thereof.

     (b) Prior to complying with the provisions of this Section 1016, but in any
event within 30 days following a Change of Control, the Company shall either
repay all outstanding Senior Indebtedness or obtain the requisite consents, if
any, under any outstanding Senior Indebtedness to permit the repurchase of the
Notes required by this Section 1016.

     (c) On the Change of Control Payment Date, the Company shall, to the extent
permitted by law, (1) accept for payment all Notes or portions thereof properly
tendered pursuant to the Change of Control Offer, (2) deposit with the Paying
Agent an amount equal to the aggregate Change of Control Payment in respect of
all Notes or portions thereof so tendered and (3) deliver, or cause to be
delivered, to the Trustee for cancellation the Notes so accepted together with
an Officers' Certificate stating that such Notes or portions thereof have been
tendered to and purchased by the Company. The Paying Agent shall promptly mail
to each Holder of Notes the Change of Control Payment for such Notes, and the
Trustee will promptly authenticate and mail (or cause to be transferred by book
entry) to each Holder a new Note equal in principal amount to any unpurchased
portion of the Notes surrendered, if any, PROVIDED that each such new Note will
be in a principal amount of $1,000 or an integral multiple thereof. The Company
will publicly announce the results of the Change of Control Offer on or as soon
as practicable after the Change of Control Payment Date with prompt written
notice of any such announcement to be given to the Trustee.

     (d) The Company shall comply with the requirements of Rule 14e-1 under the
Exchange Act and any other securities laws and regulations thereunder to the
extent that such laws or regulations are applicable in connection with the
repurchase of Notes pursuant to a Change of Control Offer. To the extent that
the provisions of any securities laws or regulations conflict with provisions of
this Indenture, the Company shall comply with the applicable securities laws and
regulations and shall not be deemed to have breached its obligations described
herein by virtue thereof.

     SECTION 1017. ASSET SALES. (a) The Company shall not, and shall not permit
any of its Restricted Subsidiaries to, cause, make or suffer to exist an Asset
Sale, unless (x) the Company, or its Restricted Subsidiaries, as the case may
be, receives consideration at the time of such Asset Sale at least equal to the
fair market value (as determined in good faith by the Company) of the assets
sold or otherwise disposed of and (y) at least 75% of the consideration therefor
received by the Company, or such Restricted Subsidiary, as the case may be, is
in the form of cash or Cash Equivalents; PROVIDED that the amount of

<PAGE>
                                                                             111


(A) any liabilities (as shown on the Company's or such Restricted Subsidiary's
most recent balance sheet or in the notes thereto) of the Company or any
Restricted Subsidiary (other than liabilities that are by their terms
subordinated to the Notes), that are assumed by the transferee of any such
assets, (B) any notes or other obligations received by the Company or such
Restricted Subsidiary from such transferee that are converted by the Company or
such Restricted Subsidiary into cash (to the extent of the cash received) within
180 days following the closing of such Asset Sale and (C) any Designated Noncash
Consideration received by the Company or any of its Restricted Subsidiaries in
such Asset Sale having an aggregate fair market value, taken together with all
other Designated Noncash Consideration received pursuant to this clause (C) that
is at that time outstanding, not to exceed the greater of (x) $50.0 million or
(y) 15% of Total Assets at the time of the receipt of such Designated Noncash
Consideration (with the fair market value of each item of Designated Noncash
Consideration being measured at the time received and without giving effect to
subsequent changes in value), shall be deemed to be cash for purposes of this
provision and for no other purpose.

     (b) Within 365 days after the Company's or any Restricted Subsidiary's
receipt of the Net Proceeds of any Asset Sale, the Company or such Restricted
Subsidiary may apply the Net Proceeds from such Asset Sale, at its option, (i)
to permanently reduce Obligations under the Credit Facility (and to
correspondingly reduce commitments with respect thereto) or other Senior
Indebtedness or Pari Passu Indebtedness (PROVIDED that if the Company shall so
reduce Obligations under Pari Passu Indebtedness, it will equally and ratably
reduce Obligations under the Notes if the Notes are then prepayable or, if the
Notes may not be then prepaid, the Company shall make an offer (in accordance
with the procedures set forth below for an Asset Sale Offer) to all Holders to
purchase at 100% of the principal amount thereof the amount of Notes that would
otherwise be prepaid), (ii) to an investment in any one or more businesses,
capital expenditures or acquisitions of other assets in each case, used or
useful in a Similar Business and/or (iii) to make an investment in properties or
assets that replace the properties and assets that are the subject of such Asset
Sale. Pending the final application of any such Net Proceeds, the Company or
such Restricted Subsidiary may temporarily reduce Indebtedness under a revolving
credit facility, if any, or otherwise invest such Net Proceeds in Cash
Equivalents or Investment Grade Securities. Any Net Proceeds from the Asset Sale
that are not invested as provided and within the time period set forth in the
first sentence of this paragraph will be deemed to constitute "EXCESS PROCEEDS".
When the aggregate amount of Excess Proceeds exceeds $15.0 million, the Company
shall make an offer to all Holders of Notes (an "ASSET SALE OFFER") to purchase
the maximum principal amount of Notes, that is an integral multiple of $1,000,
that may

<PAGE>
                                                                             112


be purchased out of the Excess Proceeds at an offer price in cash in an amount
equal to 100% of the principal amount thereof, plus accrued and unpaid interest
and Liquidated Damages, if any, to the date fixed for the closing of such offer
(the "OFFERED PRICE"). The Company shall commence an Asset Sale Offer with
respect to Excess Proceeds within 10 Business Days after the date on which the
aggregate amount of Excess Proceeds exceeds $15.0 million by giving to each
Holder of the Notes, with a copy to the Trustee, in the manner provided in
Section 106 a notice stating:

          (i) that the Holder has the right to require the Company to repurchase
     such Holder's Notes at the Offered Price, subject to proration in the event
     the Excess Proceeds are less than the aggregate Offered Price of all Notes
     tendered;

          (ii) the date of purchase of Notes pursuant to the Asset Sale Offer
     (the "ASSET SALE PURCHASE DATE"), which shall be no earlier than 30 days
     nor later than 60 days from the date such notice is mailed;

          (iii) that the Offered Price will be paid to Holders electing to have
     Notes purchased on the Asset Sale Purchase Date, PROVIDED that a Holder
     must surrender its Note to the Paying Agent at the address specified in the
     notice prior to the close of business at least five Business Days prior to
     the Asset Sale Purchase Date;

          (iv) any Note not tendered will continue to accrue interest pursuant
     to its terms;

          (v) that unless the Company defaults in the payment of the Offered
     Price, any Note accepted for payment pursuant to the Asset Sale Offer shall
     cease to accrue interest on and after the Asset Sale Purchase Date;

          (vi) that Holders will be entitled to withdraw their tendered Notes
     and their election to require the Company to purchase such Notes, PROVIDED
     that the Company receives, not later than the close of business on the
     third Business Day preceding the Asset Sale Purchase Date, a telegram,
     telex, facsimile transmission or letter setting forth the name of the
     Holder, the principal amount of the Notes tendered for purchase, and a
     statement that such Holder is withdrawing its election to have such Notes
     purchased;

          (vii) that the Holders whose Notes are being purchased only in part
     will be issued new Notes equal in principal amount to the unpurchased
     portion of the Notes surrendered; which unpurchased portion must be equal
     to $1,000 in principal amount or an integral multiple thereof; and

<PAGE>
                                                                             113


          (viii) the instructions a Holder must follow in order to have his
     Notes purchased in accordance with this Section 1017.

     To the extent that the aggregate amount of Notes tendered pursuant to an
Asset Sale Offer is less than the Excess Proceeds, the Company may use any
remaining Excess Proceeds for general corporate purposes. If the aggregate
principal amount of Notes surrendered by Holders thereof exceeds the amount of
Excess Proceeds, the Trustee shall select the Notes to be purchased in the
manner described in Section 1104. Upon completion of any such Asset Sale Offer,
the amount of Excess Proceeds shall be reset at zero.

     The Company shall comply with the requirements of Rule 14e-1 under the
Exchange Act and any other securities laws and regulations thereunder to the
extent such laws and regulations are applicable in connection with the
repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the
provisions of any securities laws or regulations conflict with the provisions of
this Section 1017, the Company shall comply with the applicable securities laws
and regulations and shall not be deemed to have breached its obligations under
this Indenture.

     SECTION 1018. COMPLIANCE CERTIFICATE. (a) The Company shall deliver to the
Trustee, within 120 days after the end of each fiscal year (which as of the date
hereof ends on December 31), an Officers' Certificate stating that a review of
the activities of the Company and its Subsidiaries during the preceding fiscal
year has been made under the supervision of the signing Officers with a view to
determining whether the Company has kept, observed, performed and fulfilled its
obligations under this Indenture, and further stating, as to each such Officer
signing such certificate, that to the best of his or her knowledge the Company
has kept, observed, performed and fulfilled each and every covenant contained in
this Indenture and there is no Default or Event of Default which has occurred
and is continuing in the performance or observance of any of the terms,
provisions and conditions of this Indenture (or, if a Default or Event of
Default shall have occurred, describing all such Defaults or Events of Default
of which he or she may have knowledge and what action the Company is taking or
proposes to take with respect thereto) and that to the best of his or her
knowledge no event has occurred and remains in existence by reason of which
payments on account of the principal of or interest, if any, on the Notes is
prohibited or if such event has occurred, a description of the event and what
action the Company is taking or proposes to take with respect thereto.

     (b) The Company shall, so long as any of the Notes are outstanding, deliver
to the Trustee, within 5 Business Days of any Officer becoming aware of any
Default or Event of Default,

<PAGE>
                                                                             114


an Officers' Certificate specifying such Default or Event of Default.

     SECTION 1019. REPORTS. Notwithstanding that the Company may not be subject
to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the
Company shall file with the Commission and deliver to the Trustee and to each
Holder and to prospective purchasers of Notes, annual and quarterly reports and
such information, documents and other reports as are specified in Section 13 or
15(d) of the Exchange Act and applicable to a U.S. corporation subject to such
sections, such information, documents and reports to be so filed and delivered
at the times specified for the filing of such information, documents and reports
under such sections; provided, however, that the Company shall not be so
obligated to file such information, documents and reports with the Commission if
the Commission does not permit such filings.

     FOR SO LONG AS ANY NOTES REMAIN OUTSTANDING, THE COMPANY SHALL FURNISH TO
THE HOLDERS AND TO SECURITIES ANALYSTS AND PROSPECTIVE INVESTORS, UPON THEIR
REQUEST, THE INFORMATION REQUIRED TO BE DELIVERED PURSUANT TO RULE 144A(d)(4)
UNDER THE SECURITIES ACT.

     Delivery of reports, information and documents required by Section 1019 to
the Trustee is for informational purposes only and the Trustee's receipt of such
shall not constitute notice of any information contained therein or determinable
from information contained therein, including the Company's compliance with any
of its covenants hereunder as to which the Trustee is entitled to rely
exclusively on Officers' Certificates.

     SECTION 1020. FURTHER ASSURANCES. The Company shall, upon the request of
the Trustee or the Holders of the Notes, execute and deliver such further
instruments and perform such further acts as may reasonably be necessary or
proper to carry out more effectively the provisions of this Indenture.


                                 ARTICLE ELEVEN

                               REDEMPTION OF NOTES

     SECTION 1101. REDEMPTION. The Notes may or shall, as the case may be, be
redeemed, as a whole or from time to time in part, subject to the conditions and
at the Redemption Prices specified in the form of Note, together with accrued
interest and Liquidated Damages, if any, to the Redemption Date specified in the
form of the Note.

     SECTION 1102. APPLICABILITY OF ARTICLE. Redemption

<PAGE>
                                                                             115


of Notes at the election of the Company or otherwise, as permitted or required
by any provision of this Indenture, shall be made in accordance with such
provision and this Article.

     SECTION 1103. ELECTION TO REDEEM; NOTICE TO TRUSTEE. The election of the
Company to redeem any Notes pursuant to Section 1101 shall be evidenced by a
Board Resolution. In case of any redemption at the election of the Company, 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 of such Redemption Date and of the principal amount of Notes to be
redeemed and shall deliver to the Trustee such documentation and records as
shall enable the Trustee to select the Notes to be redeemed pursuant to Section
1104.

     SECTION 1104. SELECTION BY TRUSTEE OF NOTES TO BE REDEEMED. If less than
all the Notes are to be redeemed, selection of such Notes for redemption shall
be made by the Trustee not more than 60 days prior to the Redemption Date, from
the Outstanding Notes not previously called for redemption, in compliance with
the requirements of the principal national securities exchange, if any, on which
such Notes are listed, or, if such Notes are not so listed, on a pro rata basis,
by lot or by such other method as the Trustee shall deem fair and appropriate
(and in such manner as complies with applicable legal requirements) and which
may provide for the selection for redemption of portions of the principal of
Notes; PROVIDED, HOWEVER, that no Notes of less than $1,000 shall be redeemed in
part.

     The Trustee shall promptly notify the Company in writing of the Notes
selected for redemption and, in the case of any Notes 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 redemption of Notes shall relate, in the case of any
Note redeemed or to be redeemed only in part, to the portion of the principal
amount of such Note which has been or is to be redeemed.

     SECTION 1105. NOTICE OF REDEMPTION. Notice of redemption shall be given in
the manner provided for in Section 106 at least 30 but not more than 60 days
prior to the Redemption Date, to each Holder of Notes to be redeemed at such
Holder's registered address. The Trustee shall give notice of redemption in the
Company's name and at the Company's expense; PROVIDED, HOWEVER, that the Company
shall deliver to the Trustee, at least 45 days prior to the Redemption Date (or
such shorter period acceptable to the Trustee), an Officers' Certificate
requesting that the Trustee give such notice and setting forth the

<PAGE>
                                                                             116


information to be stated in such notice as provided in the following items.

     All notices of redemption shall identify the securities to be redeemed and
shall state:

          (1) the Redemption Date,

          (2) the Redemption Price and the amount of accrued interest and
     Liquidated Damages, if any, to the Redemption Date payable as provided in
     Section 1107, if any,

          (3) if less than all Outstanding Notes are to be redeemed, the
     identification of the particular Notes (or portion thereof) to be redeemed,
     as well as the aggregate principal amount of Notes to be redeemed and the
     aggregate principal amount of Notes to be outstanding after such partial
     redemption,

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

          (5) that on the Redemption Date the Redemption Price (and accrued
     interest, if any, and Liquidated Damages, if any,) to the Redemption Date
     payable as provided in Section 1107) will become due and payable upon each
     such Note, or the portion thereof, to be redeemed, and, unless the Company
     defaults in making the redemption payment, that interest on Notes called
     for redemption (or the portion thereof) will cease to accrue on and after
     said date,

          (6) the place or places where such Notes are to be surrendered for
     payment of the Redemption Price and accrued interest, if any, and
     Liquidated Damages, if any,

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

          (8) that Notes called for redemption must be surrendered to the Paying
     Agent to collect the Redemption Price,

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

          (10) the paragraph of the Notes pursuant to which the Notes are to be
     redeemed.

     SECTION 1106. DEPOSIT OF REDEMPTION PRICE. Prior to

<PAGE>
                                                                             117


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, segregate and hold
in trust as provided in Section 1003) an amount of money sufficient to pay the
Redemption Price of, and accrued interest and Liquidated Damages, if any, on,
all the Notes which are to be redeemed on that date.

     SECTION 1107. NOTES PAYABLE ON REDEMPTION DATE. Notice of redemption having
been given as aforesaid, the Notes so to be redeemed shall, on the Redemption
Date, become due and payable at the Redemption Price therein specified (together
with accrued interest, if any, and Liquidated Damages, 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 and Liquidated Damages, if
any,) such Notes shall cease to bear interest. Upon surrender of any such Note
for redemption in accordance with said notice, such Note shall be paid by the
Company at the Redemption Price, together with accrued interest, if any, and
Liquidated Damages, if any, to the Redemption Date; PROVIDED, HOWEVER, that
installments of interest whose Stated Maturity is on or prior to the Redemption
Date shall be payable to the Holders of such Notes, or one or more Predecessor
Notes, registered as such at the close of business on the relevant Regular
Record Date or Special Record Date, as the case may be, according to their terms
and the provisions of Section 311.

     If any Note called for redemption shall not be so paid upon surrender
thereof for redemption, the principal (and premium, if any) shall, until paid,
bear interest from the Redemption Date at the rate borne by the Notes.

     SECTION 1108. NOTES REDEEMED IN PART. Any Note which is to be redeemed only
in part (pursuant to the provisions of this Article) shall be surrendered at the
office or agency of the Company maintained for such purpose pursuant to Section
1002 (with, if the Company or the Trustee so requires, due endorsement by, or a
written instrument of transfer in form satisfactory to the Company and the
Trustee duly executed by, the Holder thereof or such Holder's attorney duly
authorized in writing), and the Company shall execute, and the Trustee shall
authenticate and deliver to the Holder of such Note without service charge, a
new Note or Notes, of any authorized denomination as requested by such Holder,
in an aggregate principal amount equal to and in exchange for the unredeemed
portion of the principal of the Note so surrendered; PROVIDED that each such new
Note will be in a principal amount of $1,000 or integral multiple thereof.


<PAGE>
                                                                             118


                                 ARTICLE TWELVE

                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

     SECTION 1201. COMPANY'S OPTION TO EFFECT LEGAL DEFEASANCE OR COVENANT
DEFEASANCE. The Company and the Guarantors may, at their option by Board
Resolution, at any time, with respect to the Notes, elect to have either Section
1202 or Section 1203 be applied to all Outstanding Notes upon compliance with
the conditions set forth below in this Article Twelve.

                  SECTION 1202.  LEGAL DEFEASANCE AND DISCHARGE.  Upon
the Company's exercise under Section 1201 of the option applicable to this
Section 1202, the Company shall be deemed to have been discharged from its
obligations with respect to all Outstanding Notes and each Guarantor shall be
deemed to have been discharged from its obligations with respect to its
Guarantee on the date the conditions set forth in Section 1204 are satisfied
(hereinafter, "LEGAL DEFEASANCE"). For this purpose, such Legal Defeasance means
that the Company and any such Guarantor shall be deemed to have paid and
discharged the entire Indebtedness represented by the Outstanding Notes, which
shall thereafter be deemed to be "Outstanding" only for the purposes of Section
1205 and the other Sections of this Indenture referred to in (A) and (B) below,
and to have satisfied all its other obligations under such Notes and this
Indenture insofar as such Notes are concerned (and the Trustee, at the expense
and upon the written request 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
Outstanding Notes to receive payments in respect of the principal of, premium,
if any, interest and Liquidated Damages, if any, on such Notes when such
payments are due, solely from the trust fund described in Section 1204 and as
more fully set forth in such Section, (B) the Company's obligations with respect
to such Notes under Sections 304, 305, 310, 1002 and 1003, (C) the rights,
powers, trusts, duties and immunities of the Trustee hereunder, and the
Company's obligations in connection therewith, including without limitation
under Article six hereof, and (D) this Article Twelve.

     Subject to compliance with this Article Twelve, the Company may exercise
its option under this Section 1202 notwithstanding the prior exercise of its
option under Section 1203 with respect to the Notes.

     SECTION 1203. COVENANT DEFEASANCE. Upon the Company's exercise under
Section 1201 of the option applicable to this Section 1203, the Company and each
Guarantor shall be released from its obligations under any covenant contained in
Section 801 and in Sections 1006 through 1019 with respect to the Outstanding
Notes on and after the date the conditions set forth

<PAGE>
                                                                             119


below are satisfied (hereinafter, "COVENANT DEFEASANCE"), and the Notes shall
thereafter be deemed not to be "Outstanding" for the purposes of any direction,
waiver, consent or declaration or Act of Holders (and the consequences of any
thereof) in connection with such covenants, but shall continue to be deemed
"Outstanding" for all other purposes hereunder (it being understood that such
Notes will not be outstanding for accounting purposes). For this purpose, such
Covenant Defeasance means that, with respect to the Outstanding Notes, the
Company may omit to comply with and shall have no liability in respect of any
term, condition or limitation set forth in any such covenant, whether directly
or indirectly, by reason of any reference elsewhere herein to any such covenant
or by reason of any reference in any such covenant to any other provision herein
or in any other document and such omission to comply shall not constitute a
Default or an Event of Default under Section 501(iii), but, except as specified
above, the remainder of this Indenture and such Notes shall be unaffected
thereby.

     SECTION 1204. CONDITIONS TO LEGAL DEFEASANCE OR COVENANT DEFEASANCE. The
following shall be the conditions to application of either Section 1202 or
Section 1203 to the Outstanding Notes:

          (i) The Company must irrevocably deposit with the Trustee (or another
     trustee satisfying the requirements of this Indenture who shall agree to
     comply with the provisions of this Article Twelve 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 Notes, cash in U.S. dollars, non-callable Government
     Securities, or a combination thereof, in such amounts as will be
     sufficient, in the opinion of a nationally recognized firm of independent
     public accountants selected by the Company, to pay the principal of,
     premium, if any, interest and Liquidated Damages, if any, due on the
     Outstanding Notes on the Stated Maturity or on the applicable Redemption
     Date as the case may be, of such principal, premium, if any, or interest on
     the Outstanding Notes;

          (ii) in the case of Legal Defeasance, the Company shall have delivered
     to the Trustee an Opinion of Counsel in the United States confirming that,
     subject to customary assumptions and exclusions, (A) the Company has
     received from, or there has been published by, the United States Internal
     Revenue Service a ruling or (B) since the Issuance Date, there has been a
     change in the applicable U.S. federal income tax law, in either case to the
     effect that, and based thereon such Opinion of Counsel in the United States
     shall confirm that, subject to customary assumptions and exclusions, the
     Holders of the Outstanding Notes will not

<PAGE>
                                                                             120


     recognize income, gain or loss for U.S. federal income tax purposes as a
     result of such Legal Defeasance and will be subject to U.S. federal income
     tax on the same amounts, in the same manner and at the same times as would
     have been the case if such Legal Defeasance had not occurred;

          (iii) in the case of Covenant Defeasance, the Company shall have
     delivered to the Trustee an Opinion of Counsel in the United States
     confirming that, subject to customary assumptions and exclusions, the
     Holders of the Outstanding Notes will not recognize income, gain or loss
     for U.S. federal income tax purposes as a result of such Covenant
     Defeasance and will be subject to such tax on the same amounts, in the same
     manner and at the same times as would have been the case if such Covenant
     Defeasance had not occurred;

          (iv) no Default or Event of Default shall have occurred and be
     continuing on the date of such deposit or insofar as Events of Default from
     bankruptcy or insolvency events are concerned, at any time in the period
     ending on the 91st day after the date of deposit;

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

          (vi) the Company shall have delivered to the Trustee an Opinion of
     Counsel to the effect that, as of the date of such opinion and subject to
     customary assumptions and exclusions following the deposit, the trust funds
     will not be subject to the effect of any applicable bankruptcy, insolvency,
     reorganization or similar laws affecting creditors' rights generally under
     any applicable U.S. federal or state law, and that the Trustee has a
     perfected security interest in such trust funds for the ratable benefit of
     the Holders;

          (vii) the Company shall have delivered to the Trustee an Officers'
     Certificate stating that the deposit was not made by the Company with the
     intent of defeating, hindering, delaying or defrauding any creditors of the
     Company or any Guarantor or others; and

          (viii) the Company shall have delivered to the Trustee an Officers'
     Certificate and an Opinion of Counsel in the United States (which Opinion
     of Counsel may be subject to customary assumptions and exclusions) each
     stating that all conditions precedent provided for or relating to the Legal

<PAGE>
                                                                             121


     Defeasance or the Covenant Defeasance, as the case may be, have been
     complied with.

     SECTION 1205. DEPOSITED MONEY AND U.S. GOVERNMENT SECURITIES TO BE HELD IN
TRUST; OTHER MISCELLANEOUS PROVISIONS. Subject to the provisions of the last
paragraph of Section 1003, all money and Government Securities (including the
proceeds thereof) deposited with the Trustee (or other qualifying trustee,
collectively for purposes of this Section 1205, the "TRUSTEE") pursuant to
Section 1204 in respect of the Outstanding Notes shall be held in trust and
applied by the Trustee, in accordance with the provisions of such Notes and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Holders of such Notes of all sums due and to become due
thereon in respect of principal (and premium, if any) and interest, but such
money need not be segregated from other funds except to the extent required by
law. Money and Government Securities so held in trust are not subject to Article
Thirteen.

     The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the Government Securities deposited
pursuant to Section 1204 or the principal and interest received in respect
thereof other than any such tax, fee or other charge which by law is for the
account of the Holders of the Outstanding Notes.

     Anything in this Article Twelve to the contrary notwithstanding, the
Trustee shall deliver or pay to the Company from time to time upon Company
Request any money or U.S. Government Securities held by it as provided in
Section 1204 which, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee, are in excess of the amount thereof which would then
be required to be deposited to effect an equivalent legal defeasance or covenant
defeasance, as applicable, in accordance with this Article.

     SECTION 1206. REINSTATEMENT. If the Trustee or any Paying Agent is unable
to apply any money or Government Securities in accordance with Section 1205 by
reason of any legal proceeding or by any reason of any order or judgment of any
court or governmental authority enjoining, restraining or otherwise prohibiting
such application, then the Company's obligations under this Indenture and the
Notes shall be revived and reinstated as though no deposit had occurred pursuant
to Section 1202 or 1203, as the case may be, until such time as the Trustee or
Paying Agent is permitted to apply all such money in accordance with Section
1205; PROVIDED, HOWEVER, that if the Company makes any payment of principal of
(or premium, if any) or interest on any Note following the reinstatement of its

<PAGE>
                                                                             122


obligations, the Company shall be subrogated to the rights of the Holders of
such Notes to receive such payment from the money and Government Securities held
by the Trustee or Paying Agent.


                                ARTICLE THIRTEEN

                             SUBORDINATION OF NOTES

     SECTION 1301. NOTES SUBORDINATE TO SENIOR INDEBTEDNESS. The Company
covenants and agrees, and each Holder of a Note, by his acceptance thereof,
likewise covenants and agrees, for the benefit of the holders, from time to
time, of Senior Indebtedness that, to the extent and in the manner hereinafter
set forth in this Article, the Indebtedness represented by the Notes and the
payment of the principal of (and premium, if any) and interest on each and all
of the Notes and all other Subordinated Note Obligations are hereby expressly
made subordinate and subject in right of payment as provided in this Article to
the prior payment in full in cash equivalents of all Senior Indebtedness,
whether outstanding on the date of this Indenture or thereafter incurred.

     SECTION 1302. PAYMENT OVER OF PROCEEDS UPON DISSOLUTION, ETC. Upon any
distribution to creditors of the Company in a liquidation or dissolution of the
Company or in a bankruptcy, reorganization, insolvency, receivership or similar
proceeding relating to the Company or its property, an assignment for the
benefit of creditors or any marshaling of the Company's assets and liabilities:

          (1) the holders of Senior Indebtedness shall be entitled to receive
     payment in full in cash equivalents of such Senior Indebtedness before the
     Holders of Notes shall be entitled to receive any payment with respect to
     the Subordinated Note Obligations (except that Holders of Notes may receive
     (i) shares of stock and any debt securities that are subordinated at least
     to the same extent as the Notes to (a) Senior Indebtedness and (b) any
     securities issued in exchange for Senior Indebtedness and (ii) payments and
     other distributions made from the trusts described in Article Twelve); and

          (2) until all Obligations with respect to Senior Indebtedness (as
     provided in subsection (1) above) are paid in full in cash equivalents, any
     distribution to which Holders would be entitled but for this Article shall
     be made to holders of Senior Indebtedness (except that Holders of Notes may
     receive (i) shares of stock and any debt securities that are subordinated
     to at least the same extent as the Notes to (a) Senior Indebtedness and
     (b) any securities issued in exchange for Senior Indebtedness and
<PAGE>
                                                                             123


     (ii) payments and other distributions made from the trusts described in
     Article Twelve) as their interests may appear.

     SECTION 1303. SUSPENSION OF PAYMENT WHEN SENIOR INDEBTEDNESS IN DEFAULT.
The Company may not make any payment upon or distribution in respect of the
Subordinated Note Obligations (other than (i) securities that are subordinated
to at least the same extent as the Notes to (a) Senior Indebtedness and (b) any
securities issued in exchange for Senior Indebtedness and (ii) payments and
other distributions made from the trusts described in Article Twelve) until all
Senior Indebtedness has been paid in full in cash equivalents if:

          (i) a default in the payment of any principal of, premium, if any, or
     interest on, or of unreimbursed amounts under drawn letters of credit or in
     respect of banker's acceptances or fees relating to letters of credit or
     banker's acceptances constituting, Designated Senior Indebtedness occurs
     and is continuing beyond any applicable grace period in the agreement,
     indenture or other document governing such Designated Senior Indebtedness
     (a "PAYMENT DEFAULT"); or

          (ii) a default, other than a payment default, on Designated Senior
     Indebtedness occurs and is continuing that then permits holders of the
     Designated Senior Indebtedness to accelerate its maturity (a "NON-PAYMENT
     DEFAULT") and the Trustee receives a notice of the default (a "PAYMENT
     BLOCKAGE NOTICE") from a Person who may give it pursuant to Section 1313
     hereof. No new period of payment blockage may be commenced unless and until
     365 days have elapsed since the effectiveness of the immediately preceding
     Payment Blockage Notice. However, if any Payment Blockage Notice within
     such 365-day period is given by or on behalf of any holders of Designated
     Senior Indebtedness (other than the Bank Agent under the Credit Facility),
     the Bank Agent may give another Payment Blockage Notice within such period.
     In no event, however, may the total number of days during which any Payment
     Blockage Period or Periods is in effect exceed 179 days in the aggregate
     during any 365 consecutive day period. No Non-payment Default that existed
     or was continuing on the date of delivery of any Payment Blockage Notice to
     the Trustee shall be, or be made, the basis for a subsequent Payment
     Blockage Notice unless such default shall have been cured or waived for a
     period of not less than 90 days.

<PAGE>
                                                                             124


     The Company may and shall resume payments on and distributions in respect
of the Notes and may acquire them upon the earlier of:

          (1) in the case of a payment default, upon the date on which such
     default is cured or waived or shall have ceased to exist or such Designated
     Senior Indebtedness shall have been discharged or paid in full in cash
     equivalents, or

          (2) in case of a nonpayment default, the earlier of (x) the date on
     which such nonpayment default is cured or waived, (y) 179 days after the
     date on which the applicable Payment Blockage Notice is received (each such
     period, the "PAYMENT BLOCKAGE PERIOD") or (z) the date such Payment
     Blockage Period shall be terminated by written notice to the Trustee from
     the requisite holders of such Designated Senior Indebtedness necessary to
     terminate such period or from their Representative, after which the Company
     shall resume making any and all required payments in respect of the Notes,
     including any missed payments, if this Article otherwise permits the
     payment, distribution or acquisition at the time of such payment or
     acquisition.

     SECTION 1304. ACCELERATION OF NOTES. If payment of the Notes is accelerated
because of an Event of Default, the Company shall promptly notify holders of
Senior Indebtedness of the acceleration.

     SECTION 1305. WHEN DISTRIBUTION MUST BE PAID OVER. In the event that the
Trustee or any Holder receives any payment of any Subordinated Note Obligations
at a time when such payment is prohibited by Sections 1302 or 1303, such payment
shall be held by the Trustee or such Holder, for the benefit of, and shall be
paid forthwith over and delivered, upon written request, to, the holders of
Senior Indebtedness as their interests may appear or to their Representative
under the indenture or other agreement (if any) pursuant to which such Senior
Indebtedness may have been issued, as their respective interests may appear, for
application to the payment of all Senior Indebtedness remaining unpaid to the
extent necessary to pay such Senior Indebtedness in full in cash equivalents in
accordance with their terms, after giving effect to any concurrent payment or
distribution to or for the benefit of holders of Senior Indebtedness.

     With respect to the holders of Senior Indebtedness, the Trustee undertakes
to perform only such obligations on the part of the Trustee as are specifically
set forth in this Article Thirteen, and no implied covenants or obligations with
respect to the holders of Senior Indebtedness shall be read into this Indenture
against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty
to the holders of Senior Indebtedness,

<PAGE>
                                                                             125


and shall not be liable to any such holders if the Trustee shall pay over or
distribute to or on behalf of Holders or the Company or any other Person money
or assets to which any holders of Senior Indebtedness shall be entitled by
virtue of this Article Thirteen, except if such payment is made as a result of
the willful misconduct or gross negligence of the Trustee.

     SECTION 1306. NOTICE BY COMPANY. The Company shall promptly notify the
Trustee and the Paying Agent of any facts known to the Company that would cause
a payment of any Obligations with respect to the Notes that violate this
Article, but failure to give such notice shall not affect the subordination of
the Notes to the Senior Indebtedness as provided in this Article Thirteen.

     SECTION 1307. PAYMENT PERMITTED IF NO DEFAULT. Nothing contained in this
Article or elsewhere in this Indenture or in any of the Notes shall prevent the
Company, at any time except during the pendency of any case, proceeding,
dissolution, liquidation or other winding up, assignment for the benefit of
creditors or other marshaling of assets and liabilities of the Company referred
to in Section 1302 or under the conditions described in Section 1303, from
making payments at any time of principal of (and premium, if any, on) or
interest on the Notes.

     SECTION 1308. SUBROGATION TO RIGHTS OF HOLDERS OF SENIOR INDEBTEDNESS.
Subject to the payment in full of all Senior Indebtedness in cash equivalents,
the Holders shall be subrogated (equally and ratably with the holders of all
Pari Passu Indebtedness of the Company) to the rights of the holders of such
Senior Indebtedness to receive payments and distributions of cash, property and
securities applicable to the Senior Indebtedness until the Subordinated Note
Obligations shall be paid in full. For purposes of such subrogation, no payments
or distributions to the holders of Senior Indebtedness of any cash, property or
securities to which the Holders of the Notes or the Trustee would be entitled
except for the provisions of this Article, and no payments over pursuant to the
provisions of this Article to the holders of Senior Indebtedness by Holders of
the Notes or on their behalf or by the Trustee, shall, as among the Company, its
creditors other than holders of Senior Indebtedness, and the Holders of the
Notes, be deemed to be a payment or distribution by the Company to or on account
of the Senior Indebtedness; it being understood that the provisions of this
Article are intended solely for the purpose of determining the relative rights
of the Holders of the Notes, on the one hand, and the holders of Senior
Indebtedness, on the other hand.

     SECTION 1309. PROVISIONS SOLELY TO DEFINE RELATIVE RIGHTS. The provisions
of this Article are and are intended solely for the purpose of defining the
relative rights of the

<PAGE>
                                                                             126


Holders on the one hand and the holders of Senior Indebtedness on the other
hand. Nothing contained in this Article or elsewhere in this Indenture or in the
Notes is intended to or shall (a) impair, as between the Company and the
Holders, the obligation of the Company, which is absolute and unconditional, to
pay to the Holders the principal of (and premium, if any) and interest on the
Notes as and when the same shall become due and payable in accordance with their
terms; or (b) affect the relative rights against the Company of the Holders and
creditors of the Company other than their rights in relation to holders of
Senior Indebtedness; or (c) prevent the Trustee or any Holder from exercising
all remedies otherwise permitted by applicable law upon default under this
Indenture, subject to the rights, if any, under this Article of the holders of
Senior Indebtedness. If the Company fails because of this Article to pay
principal (or premium, if any) or interest on a Note on the due date, the
failure is still a Default or Event of Default.

     SECTION 1310. TRUSTEE TO EFFECTUATE SUBORDINATION. Each Holder of a Note by
his acceptance thereof authorizes and directs the Trustee on such Holder's
behalf to take such action as may be necessary or appropriate to effectuate the
subordination provided in this Article and appoints the Trustee his
attorney-in-fact for any and all such purposes. If the Trustee does not file a
proper proof of claim or proof of debt in the form required in any proceeding
referred to in Section 504 hereof at least 30 days before the expiration of the
time to file such claim, the Bank Agent (if the Credit Facility is still
outstanding) is hereby authorized to file an appropriate claim for and on behalf
of the Holders of the Notes.

     SECTION 1311. SUBORDINATION MAY NOT BE IMPAIRED BY COMPANY. No right of any
present or future holder of any Senior Indebtedness to enforce subordination as
herein provided shall at any time in any way be prejudiced or impaired by any
act or failure to act on the part of the Company or by any act or failure to
act, in good faith, by any such holder, or by any non-compliance by the Company
with the terms, provisions and covenants of this Indenture, regardless of any
knowledge thereof any such holder may have or be otherwise charged with.

     SECTION 1312. DISTRIBUTION OR NOTICE TO REPRESENTATIVE. Whenever a
distribution is to be made or a notice given to holders of Senior Indebtedness,
the distribution may be made and the notice given to their Representative.

     Upon any payment or distribution of assets of the Company referred to in
this Article Thirteen, the Trustee and the Holders shall be entitled to rely
upon any order or decree made by any court of competent jurisdiction or upon any
certificate of such Representative or of the liquidating trustee or agent or
other Person making any distribution to the Trustee or to the Holders for the
purpose of ascertaining the Persons entitled to

<PAGE>
                                                                             127


participate in such distribution, the holders of the Senior Indebtedness and
other Indebtedness of the Company, the amount thereof or payable thereon, the
amount or amounts paid or distributed thereon and all other acts pertinent
thereto or to this Article Thirteen.

     SECTION 1313. NOTICE TO TRUSTEE. (a) The Company shall give prompt written
notice to the Trustee of any fact known to the Company which would prohibit the
making of any payment to or by the Trustee in respect of the Notes.
Notwithstanding the provisions of this Article or any other provision of this
Indenture, the Trustee shall not be charged with knowledge of the existence of
any facts which would prohibit the making of any payment to or by the Trustee in
respect of the Notes, unless and until the Trustee shall have received written
notice thereof from the Company, the Bank Agent or a holder of Senior
Indebtedness or from any trustee, fiduciary or agent therefor; and, prior to the
receipt of any such written notice, the Trustee, subject to TIA Sections 315(a)
through 315(d), shall be entitled in all respects to assume that no such facts
exist; PROVIDED, HOWEVER, that, if the Trustee shall not have received the
notice provided for in this Section at least three Business Days prior to the
date upon which by the terms hereof any money may become payable for any purpose
(including, without limitation, the payment of the principal of (and premium, if
any) or interest on any Note), then, anything herein contained to the contrary
notwithstanding, the Trustee shall have full power and authority to receive such
money and to apply the same to the purpose for which such money was received and
shall not be affected by any notice to the contrary which may be received by it
within three Business Days prior to such date.

     (b) Subject to TIA Sections 315(a) through 315(d), the Trustee shall be
entitled to rely on the delivery to it of a written notice by a Person
representing himself to be a holder of Senior Indebtedness (or a trustee,
fiduciary or agent therefor) to establish that such notice has been given by a
holder of Senior Indebtedness (or a trustee, fiduciary or agent therefor). In
the event that the Trustee determines in good faith that further evidence is
required with respect to the right of any Person as a holder of Senior
Indebtedness to participate in any payment or distribution pursuant to this
Article, the Trustee may request such Person to furnish evidence to the
reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness
held by such Person, the extent to which such Person is entitled to participate
in such payment or distribution and any other facts pertinent to the rights of
such Person under this Article and, if such evidence is not furnished, the
Trustee may defer any payment to such Person pending judicial determination as
to the right of such Person to receive such payment.

     SECTION 1314. RELIANCE ON JUDICIAL ORDER OR

<PAGE>
                                                                             128


CERTIFICATE OF LIQUIDATING AGENT. Upon any payment or distribution of assets of
the Company referred to in this Article, the Trustee, subject to TIA Sections
315(a) through 315(d), and the Holders of the Notes shall be entitled to rely
upon any order or decree entered by any court of competent jurisdiction in which
such insolvency, bankruptcy, receivership, liquidation, reorganization,
dissolution, winding up or similar case or proceeding is pending, or a
certificate of the trustee in bankruptcy, receiver, liquidating trustee,
custodian, assignee for the benefit of creditors, agent or other Person making
such payment or distribution, delivered to the Trustee or to the Holders of
Notes, for the purpose of ascertaining the Persons entitled to participate in
such payment or distribution, the holders of Senior Indebtedness and other
indebtedness of the Company, the amount thereof or payable thereon, the amount
or amounts paid or distributed thereon and all other facts pertinent thereto or
to this Article; PROVIDED that such court, trustee, receiver, custodian,
assignee, agent or other Person has been apprised of, or the order, decree or
certificate makes reference to, the provisions of this Article.

     SECTION 1315. RIGHTS OF TRUSTEE AS A HOLDER OF SENIOR INDEBTEDNESS;
PRESERVATION OF TRUSTEES' RIGHTS. The Trustee in its individual capacity shall
be entitled to all the rights set forth in this Article with respect to any
Senior Indebtedness which may at any time be held by it, to the same extent as
any other holder of Senior Indebtedness, and nothing in this Indenture shall
deprive the Trustee of any of its rights as such holder. Nothing in this Article
shall apply to claims of, or payments to, the Trustee under or pursuant to
Section 607.

     SECTION 1316. ARTICLE APPLICABLE TO PAYING AGENTS. In case at any time any
Paying Agent other than the Trustee shall have been appointed by the Company and
be then acting hereunder, the term "TRUSTEE" as used in this Article shall in
such case (unless the context otherwise requires) be construed as extending to
and including such Paying Agent within its meaning as fully for all intents and
purposes as if such Paying Agent were named in this Article in addition to or in
place of the Trustee; PROVIDED, HOWEVER, that Section 1315 shall not apply to
the Company or any Affiliate of the Company if it or such Affiliate acts as
Paying Agent.

     SECTION 1317. NO SUSPENSION OF REMEDIES. Nothing contained in this Article
shall limit the right of the Trustee or the Holders of Notes to take any action
to accelerate the maturity of the Notes pursuant to Article Five or to pursue
any rights or remedies hereunder or under applicable law, except as provided in
Article Five.

     SECTION 1318. MODIFICATION OF TERMS OF SENIOR INDEBTEDNESS. Any renewal or
extension of the time of payment of

<PAGE>
                                                                             129


any Senior Indebtedness or the exercise by the holders of Senior Indebtedness of
any of their rights under any instrument creating or evidencing Senior
Indebtedness, including, without limitation, the waiver of default thereunder,
may be made or done all without notice to or assent from the Holders or the
Trustee.

     No compromise, alteration, amendment, modification, extension, renewal or
other change of, or waiver, consent or other action in respect of, any liability
or obligation under or in respect of, or of any of the terms, covenants or
conditions of any indenture or other instrument under which any Senior
Indebtedness is outstanding or of such Senior Indebtedness, whether or not such
release is in accordance with the provisions of any applicable document, shall
in any way alter or affect any of the provisions of this Article Thirteen or of
the Notes relating to the subordination thereof.

     SECTION 1319. CERTAIN TERMS. For purposes of this Article Thirteen, (i)
"CASH EQUIVALENTS" means Government Securities with maturities of nine months or
less and (ii) unless the context clearly indicates otherwise, any payment or
distribution to the Trustee or any Holder in respect of any Subordinated Note
Obligation shall include any payment or distribution of any kind or character
from any source, whether in cash, property or securities, by set-off or
otherwise, including any repurchase, redemption or acquisition of the Notes and
any direct or indirect payment payable by reason of any other Indebtedness or
Obligation being subordinated to the Notes.

     SECTION 1320. TRUST MONEYS NOT SUBORDINATED. Notwithstanding anything
contained herein to the contrary, payments from cash or the proceeds of
Government Securities held in trust under Article Twelve hereof by the Trustee
(or other qualifying trustee) and which were deposited in accordance with the
terms of Article Twelve hereof and not in violation of Section 1303 hereof for
the payment of principal of (and premium, if any) and interest on the Notes
shall not be subordinated to the prior payment of any Senior Indebtedness or
subject to the restrictions set forth in this Article Thirteen, and none of the
Holders shall be obligated to pay over any such amount to the Company or any
holder of Senior Indebtedness or any other creditor of the Company.

<PAGE>
                                                                             130


     This Indenture may be signed 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 as of the day and year first above written.


                                       ALLIANCE IMAGING, INC.,
                                       a Delaware corporation


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


                                       THE BANK OF NEW YORK,
                                       as Trustee


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