<PAGE>

                                                                    EXHIBIT 4.11

                                                                  EXECUTION COPY

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

                      FISHER SCIENTIFIC INTERNATIONAL INC.,

                                   as Issuer,

                                       and

                J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION,

                                   as Trustee

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

                                    INDENTURE

                            Dated as of July 7, 2003

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

                                  $300,000,000

               2.50% Convertible Senior Notes due October 1, 2023

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

<PAGE>
`
                              CROSS-REFERENCE TABLE

<TABLE>
<CAPTION>
TIA                                                                                      Indenture
Section                                                                                   Section
-------                                                                                 -----------
<S>                                                                                     <C>
310(a)(1)...........................................................................       11.10
   (a)(2)...........................................................................       11.10
   (a)(3)...........................................................................       N.A.
   (a)(4)...........................................................................       N.A.
   (a)(5)...........................................................................       N.A.
   (b)..............................................................................       11.8; 11.10; 14.2
   (c)..............................................................................       N.A.
311(a)..............................................................................       11.11
   (b)..............................................................................       11.11
   (c)..............................................................................       N.A.
312(a)..............................................................................       2.5
   (b)..............................................................................       14.3
   (c)..............................................................................       14.3
313(a)..............................................................................       11.6
   (b)(1)...........................................................................       N.A.
   (b)(2)...........................................................................       11.6
   (c)..............................................................................       11.6; 14.2
   (d)..............................................................................       11.6
314(a)..............................................................................       3.5
   (b)..............................................................................       N.A.
   (c)(1)...........................................................................       14.4
   (c)(2)...........................................................................       14.4
   (c)(3)...........................................................................       N.A.
   (d)..............................................................................       N.A.
   (e)..............................................................................       14.5
   (f)..............................................................................       N.A.
315(a)..............................................................................       11.1(b)
   (b)..............................................................................       11.5; 14.2
   (c)..............................................................................       11.1(a)
   (d)..............................................................................       11.1(c)
   (e)..............................................................................       10.9
316(a)(last sentence)...............................................................       2.10
   (a)(1)(A)........................................................................       10.7
   (a)(1)(B)........................................................................       10.7
   (a)(2)...........................................................................       N.A.
   (b)..............................................................................       10.4
317(a)(1)...........................................................................       10.2
   (a)(2)...........................................................................       10.2
   (b)..............................................................................       2.04
318(a)..............................................................................       14.1
</TABLE>

N.A. means not applicable

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

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                               PAGE
<S>                                                                                                            <C>
                                                              ARTICLE I

                                             DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.1.      Definitions.................................................................................   1
SECTION 1.2.      Incorporation by Reference of Trust Indenture Act...........................................  11
SECTION 1.3.      Rules of Construction.......................................................................  11

                                                             ARTICLE II

                                                              THE NOTES

SECTION 2.1.      Form, Dating and Terms......................................................................  12
SECTION 2.2.      Execution and Authentication................................................................  19
SECTION 2.3.      Registrar, Conversion Agent and Paying Agent................................................  20
SECTION 2.4.      Paying Agent To Hold Money in Trust.........................................................  20
SECTION 2.5.      Holder Lists................................................................................  21
SECTION 2.6.      Transfer and Exchange.......................................................................  21
SECTION 2.7.      Form of Certificate To Be Delivered in Connection with Transfers to Institutional Accredited
                      Investors...............................................................................  23
SECTION 2.8.      [Reserved]..................................................................................  25
SECTION 2.9.      Mutilated, Destroyed, Lost or Stolen Notes..................................................  25
SECTION 2.10.     Outstanding Notes...........................................................................  26
SECTION 2.11.     Temporary Notes.............................................................................  26
SECTION 2.12.     Cancellation................................................................................  27
SECTION 2.13.     Payment of Interest; Defaulted Interest.....................................................  27
SECTION 2.14.     Computation of Interest.....................................................................  28
SECTION 2.15.     CUSIP Numbers...............................................................................  28
SECTION 2.16.     Bid Solicitation Agent......................................................................  29
SECTION 2.17.     Tax Treatment of Notes......................................................................  29
SECTION 2.18.     Issuance, Transfer and Exchange of Common Stock Issuable Upon Conversion of the Notes.......  29

                                                             ARTICLE III

                                                              COVENANTS

SECTION 3.1.      Payment of Notes............................................................................  30
SECTION 3.2.      [Intentionally Omitted].....................................................................  30
SECTION 3.3.      [Intentionally Omitted].....................................................................  30
SECTION 3.4.      [Intentionally Omitted].....................................................................  30
</TABLE>

                                      - i -

<PAGE>

<TABLE>
<CAPTION>
                                                                                                               PAGE
<S>                                                                                                            <C>
SECTION 3.5.      Maintenance of Office or Agency.............................................................  30
SECTION 3.6.      Money for Note Payments To Be Held in Trust.................................................  31
SECTION 3.7.      Corporate Existence.........................................................................  32
SECTION 3.8.      [Intentionally Omitted].....................................................................  32
SECTION 3.9.      [Intentionally Omitted].....................................................................  32
SECTION 3.10.     Further Instruments and Acts................................................................  32
SECTION 3.11.     Liquidated Damages Notices..................................................................  33

                                                             ARTICLE IV

                                                          SUCCESSOR COMPANY

SECTION 4.1.      Merger and Consolidation....................................................................  33

                                                              ARTICLE V

                                                         REDEMPTION OF NOTES

SECTION 5.1.      Optional Redemption.........................................................................  34
SECTION 5.2.      Applicability of Article....................................................................  34
SECTION 5.3.      Election to Redeem; Notice to Trustee.......................................................  34
SECTION 5.4.      election by Trustee of Notes To Be Redeemed.................................................  34
SECTION 5.5.      Notice of Redemption........................................................................  35
SECTION 5.6.      Deposit of Redemption Price.................................................................  36
SECTION 5.7.      Notes Payable on Redemption Date............................................................  36
SECTION 5.8.      Notes Redeemed in Part......................................................................  37

                                                             ARTICLE VI

                                                  PURCHASE UPON A CHANGE IN CONTROL

SECTION 6.1.      Purchase at the Option of the Holder upon a Change in Control...............................  37
SECTION 6.2.      Notice of Change in Control.................................................................  38
SECTION 6.3.      Exercise of Option..........................................................................  38
SECTION 6.4.      Procedures..................................................................................  38

                                                             ARTICLE VII

                                                          OPTIONAL PURCHASE

SECTION 7.1.      Purchase of Notes by the Company at the Option of the Holder................................  39
</TABLE>

                                     - ii -

<PAGE>

<TABLE>
<CAPTION>
                                                                                                               PAGE
<S>                                                                                                            <C>
                                                            ARTICLE VIII

                                    CONDITIONS AND PROCEDURES FOR PURCHASES AT OPTION OF HOLDERS

SECTION 8.1.      Notice of Purchase Date or Change in Control................................................  41
SECTION 8.2.      Effect of Purchase Notice or Change in Control Purchase Notice; Effect of Event of Default..  43
SECTION 8.3.      Notes Purchased in Part.....................................................................  44
SECTION 8.4.      Covenant to Comply with Securities Laws upon Purchase of Notes..............................  44
SECTION 8.5.      Repayment to the Company....................................................................  45
SECTION 8.6.      Officers' Certificate.......................................................................  45

                                                             ARTICLE IX

                                                         CONVERSION OF NOTES

SECTION 9.1.      Right To Convert............................................................................  45
SECTION 9.2.      Conversion Procedures.......................................................................  47
SECTION 9.3.      Cash Payments in Lieu of Fractional Shares..................................................  48
SECTION 9.4.      Taxes on Conversion.........................................................................  48
SECTION 9.5.      Covenants of the Company....................................................................  49
SECTION 9.6.      Adjustments to Conversion Rate..............................................................  49
SECTION 9.7.      Calculation Methodology.....................................................................  52
SECTION 9.8.      When No Adjustment Required.................................................................  53
SECTION 9.9.      Notice of Adjustment........................................................................  53
SECTION 9.10.     Voluntary Increase..........................................................................  53
SECTION 9.11.     Notice to Holders Prior to Certain Actions..................................................  54
SECTION 9.12.     Effect of Reclassification, Consolidation, Merger, Binding Share Exchange or Sale...........  55
SECTION 9.13.     Responsibility of Trustee...................................................................  55
SECTION 9.14.     Successive Adjustments......................................................................  56
SECTION 9.15.     General Considerations......................................................................  56
SECTION 9.16.     Payment of Cash in Lieu of Common Stock.....................................................  56

                                                              ARTICLE X

                                                        DEFAULTS AND REMEDIES

SECTION 10.1.     Events of Default...........................................................................  57
SECTION 10.2.     Payment of Notes on Default; Suit Therefor..................................................  60
SECTION 10.3.     Application of Moneys Collected by Trustee..................................................  61
SECTION 10.4.     Proceedings by Holders......................................................................  62
SECTION 10.5.     Proceedings by Trustee......................................................................  62
</TABLE>

                                     - iii -

<PAGE>

<TABLE>
<CAPTION>
                                                                                                               PAGE
<S>                                                                                                            <C>
SECTION 10.6.     Remedies Cumulative and Continuing..........................................................  63
SECTION 10.7.     Direction of Proceedings; Waiver of Defaults by Majority of Holders.........................  63
SECTION 10.8.     Notice of Defaults..........................................................................  63
SECTION 10.9.     Undertaking to Pay Costs....................................................................  64

                                                             ARTICLE XI

                                                               TRUSTEE

SECTION 11.1.     Duties of Trustee...........................................................................  64
SECTION 11.2.     Rights of Trustee...........................................................................  66
SECTION 11.3.     Individual Rights of Trustee................................................................  67
SECTION 11.4.     Trustee's Disclaimer........................................................................  67
SECTION 11.5.     Notice of Defaults..........................................................................  67
SECTION 11.6.     Reports by Trustee to Holders...............................................................  68
SECTION 11.7.     Compensation and Indemnity..................................................................  68
SECTION 11.8.     Replacement of Trustee......................................................................  69
SECTION 11.9.     Successor Trustee by Merger.................................................................  70
SECTION 11.10.    Eligibility; Disqualification...............................................................  70
SECTION 11.11.    Preferential Collection of Claims Against Company...........................................  70

                                                             ARTICLE XII

                                      SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS

SECTION 12.1.      Satisfaction and Discharge of Indenture.....................................................  70
SECTION 12.2.      Application by Trustee of Funds Deposited for Payment of Notes..............................  72
SECTION 12.3.      Repayment of Moneys Held by Paying Agent....................................................  72
SECTION 12.4.      Return of Moneys Held by Trustee and Paying Agent Unclaimed for Two Years...................  73
SECTION 12.5.      Indemnity for U.S. Government Obligations...................................................  73

                                                            ARTICLE XIII

                                                             AMENDMENTS

SECTION 13.1.      Without Consent of Holders..................................................................  73
SECTION 13.2.      With Consent of Holders.....................................................................  74
SECTION 13.3.      Compliance with Trust Indenture Act.........................................................  75
SECTION 13.4.      Revocation and Effect of Consents and Waivers...............................................  75
SECTION 13.5.      Notation on or Exchange of Notes............................................................  75
SECTION 13.6.      Trustee To Sign Amendments..................................................................  75
</TABLE>

                                     - iv -

<PAGE>

<TABLE>
<CAPTION>
                                                                                                                PAGE
<S>                                                                                                             <C>
                                                             ARTICLE XIV

                                                            MISCELLANEOUS

SECTION 14.1.      Trust Indenture Act Controls................................................................  76
SECTION 14.2.      Notices.....................................................................................  76
SECTION 14.3.      Communication by Holders with Other Holders.................................................  77
SECTION 14.4.      Certificate and Opinion as to Conditions Precedent..........................................  77
SECTION 14.5.      Statements Required in Certificate or Opinion...............................................  77
SECTION 14.6.      When Notes Disregarded......................................................................  78
SECTION 14.7.      Rules by Trustee, Paying Agent and Registrar................................................  78
SECTION 14.8.      Governing Law...............................................................................  78
SECTION 14.9.      No Recourse Against Others..................................................................  78
SECTION 14.10.     Successors..................................................................................  78
SECTION 14.11.     Multiple Originals..........................................................................  78
SECTION 14.12.     Variable Provisions.........................................................................  78
SECTION 14.13.     Qualification of Indenture..................................................................  78
</TABLE>

                                    EXHIBITS

EXHIBIT A         Form of Note

EXHIBIT B         Form of Transfer Certificate for Transfer of Restricted Stock

                                     - v -

<PAGE>

                  INDENTURE, dated as of July 7, 2003, between Fisher Scientific
International Inc., a Delaware corporation (the "Company"), and J.P. Morgan
Trust Company, National Association, a national banking association duly
organized and existing under the laws of the United States, as trustee (the
"Trustee").

                             RECITALS OF THE COMPANY

                  The Company has duly authorized the execution and delivery of
this Indenture to provide for the issuance of $300,000,000 principal amount of
the Company's 2.50% Convertible Senior Notes due October 1, 2023, convertible
into common stock, par value $0.01 per share (the "Common Stock"), of the
Company (the "Notes").

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

                                   ARTICLE I

                   DEFINITIONS AND INCORPORATION BY REFERENCE

                  SECTION 1.1. Definitions.

                  "actual knowledge" has the meaning set forth in Section
11.2(g).

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

                  "Agent Members" has the meaning set forth in Section 2.1(g).

                  "Authenticating Agent" has the meaning set forth in Section
2.2.

                  "Bankruptcy Code" means the United States Bankruptcy Code, 11
United States Code Section 101 et seq., or any successor statute thereto.

                  "Beneficial Owner" has the meaning set forth in Rule 13d-3 of
the Exchange Act.

<PAGE>

                                      -2-

                  "Board of Directors" means either the Board of Directors of
the Company or other body fulfilling the function of a board of directors of a
corporation or any committee of such Board or other body duly authorized to act
on its behalf.

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

                  "Business Day" means each day that is not a Saturday, Sunday
or other day on which banking institutions in New York, New York are authorized
or required by law, regulation or executive order to close.

                  "Capital Stock" of any Person means any and all shares
(including ordinary shares or American Depositary Shares), interests, rights to
purchase, warrants, options, participations or other equivalents of or interests
in (however designated) capital stock or other equity participations, including
partnership interests, whether general or limited, of such Person and any rights
(other than debt securities convertible or exchangeable into an equity
interest), warrants or options to acquire an equity interest in such Person.

                  "Cash Amount" has the meaning set forth in Section 9.16.

                  "Cash Settlement Averaging Period" has the meaning set forth
in Section 9.16.

                  "Cash Settlement Notice Period" has the meaning set forth in
Section 9.16.

                  A "Change in Control" shall be deemed to have occurred at such
time after the original issuance of the Notes as any of the following occurs:
(a) a "person" or "group" within the meaning of Section 13(d) of the Exchange
Act, other than the Company, any Subsidiary of the Company, any employee benefit
plan of any such Subsidiary or Mr. Paul Montrone and Mr. Paul Meister, files a
Schedule TO (or any other schedule, form or report under the Exchange Act)
disclosing that such Person or group has become the direct or indirect ultimate
Beneficial Owner of Common Equity of the Company representing more than 50% of
the voting power of the Company's Common Equity; (b) consummation of any share
exchange, consolidation or merger of the Company pursuant to which the Common
Stock will be converted into cash, securities or other property or any sale,
lease or other transfer (in one transaction or a series of transactions) of all
or substantially all of the consolidated assets of the Company and its
Subsidiaries, taken as a whole, to any Person (other than the Company or one or
more of the Company's Subsidiaries); provided, however, that a transaction where
the holders of the Company's Common Equity immediately prior to such transaction
own, directly or indirectly, more than 50% of the aggregate voting power of all
classes of Common Equity of the continuing or surviving corporation or
transferee immediately after such event shall not be a Change in Control; or (c)
Continuing Directors cease to constitute at least a majority of the Board of
Directors; provided, however, that a Change in Control shall not be deemed to
have occurred in respect of any of the foregoing

<PAGE>

                                      -3-

if either (i) the Last Reported Sale Price per share of Common Stock for any
five Trading Days within the period of 10 consecutive Trading Days ending
immediately before the later of the Change in Control or the public announcement
thereof shall equal or exceed 105% of the Conversion Price of the Notes in
effect immediately before the Change in Control or the public announcement
thereof; or (ii) at least 90% of the consideration (excluding cash payments for
fractional shares) in the transaction or transactions constituting the Change in
Control consists of shares of capital stock traded on a national securities
exchange or quoted on the NASDAQ National Market (or which shall be so traded or
quoted when issued or exchanged in connection with such Change in Control) (such
securities being referred to as "Publicly Traded Securities") and as a result of
such transaction or transactions the Notes become convertible into such Publicly
Traded Securities (excluding cash payments for fractional shares).

                  "Change in Control Purchase Date" has the meaning set forth in
Section 6.1.

                  "Change in Control Purchase Notice" has the meaning set forth
in Section 6.3.

                  "Change in Control Purchase Price" has the meaning set forth
in Section 6.1.

                  "Clearstream" has the meaning set forth in Section 2.1(b).

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

                  "Commission" means the Securities and Exchange Commission.

                  "Common Equity" of any Person means Capital Stock of such
Person that is generally entitled to (1) vote in the election of directors of
such Person or (2) if such Person is not a corporation, vote or otherwise
participate in the selection of the governing body, partners, managers or others
that will control the management or policies of such Person.

                  "Common Stock" means the common stock, par value $0.01 per
share, of the Company.

                  "Company" means Fisher Scientific International Inc., a
Delaware corporation, and, subject to Article IV, its successors and assigns.

                  "Company Notice" has the meaning set forth in Section 8.1.

                  "Company Notice Date" has the meaning set forth in Section
8.1.

                  "Company Order" has the meaning set forth in Section 2.2.

                  "Continuing Directors" means, as of any date of determination,
any member of the Board of Directors of the Company who: (1) was a member of
such Board of Directors on July 7, 2003; or (2) was appointed, elected or
nominated for election to such Board of Directors with the approval of a
majority of the Continuing Directors who were members of such Board at

<PAGE>

                                      -4-

the time of the relevant nomination or election, either by specific vote or by
approval of the proxy statement issued by the Company on behalf of the Board of
Directors in which such individual is named as a nominee for director.

                  "Conversion Agent" means the office or agency designated by
the Company where Notes may be presented for conversion.

                  "Conversion Date" has the meaning set forth in Section 9.2.

                  "Conversion Obligation" has the meaning set forth in Section
9.16.

                  "Conversion Period" means the period from and including the
eleventh Trading Day in a fiscal quarter of the Company to, but excluding, the
eleventh Trading Day of the following fiscal quarter.

                  "Conversion Price" means $1,000 divided by the Conversion
Rate.

                  "Conversion Rate" has the meaning set forth in Section 9.1.

                  "Conversion Retraction Period" has the meaning set forth in
Section 9.16.

                  "Conversion Value" means the product of (a) the Last Reported
Sale Price of the Common Stock on a given day and (b) the applicable Conversion
Rate.

                  "Corporate Trust Office" means the designated corporate trust
office of the Trustee at which at any time its corporate trust business shall be
administered, which office at the date hereof is located at One Oxford Centre,
Suite 1100, 301 Grant Street, Pittsburgh, Pennsylvania 15219, Attention: Kerry
Zombeck, or such other address as the Trustee may designate from time to time by
notice to the Holders and the Company, or the designated corporate trust office
of any successor Trustee (or such other address as such successor Trustee may
designate from time to time by notice to the Holders and the Company).

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

                  "Defaulted Interest" has the meaning set forth in Section
2.13.

                  "Definitive Notes" means certificated securities.

                  "Depositary" means The Depository Trust Company, its nominees
and their respective successors and assigns, or such other depositary
institution hereinafter appointed by the Company.

                  "Distributed Assets or Notes" has the meaning provided in
Section 9.6(c).

<PAGE>

                                      -5-

                  "Distribution Adjustment Market Price" means, with respect to
the per share of Common Stock of the Company on any day, the average of the Last
Reported Sale Prices for the 10 consecutive Trading Days commencing on and
including the "ex date" with respect to the issuance or distribution requiring
such computations. As used herein, the term "ex date," when used with respect to
any issuance or distribution, shall mean the first date upon which a sale of
shares of Common Stock does not automatically transfer the right to receive the
relevant dividend from the seller of such Common Stock to its buyer.

                  "Distribution Compliance Period" means the period which
expires immediately after one year following the later of: (a) the commencement
of the offering of the Notes to Persons other than "distributors" (as defined in
Regulation S) in reliance upon Regulation S; and (b) the last date of closing of
the offering the Notes.

                  "Equity Interests" means any capital stock, partnership, joint
venture, member or limited liability or unlimited liability company interest,
beneficial interest in a trust or similar entity or other equity interest or
investment of whatever nature.

                  "Euroclear" has the meaning set forth in Section 2.1(b).

                  "ERISA" has the meaning set forth in Section 2.1(d).

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

                  "Event of Default" means any event or condition specified as
such in Section 10.1.

                  "Fair Market Value" means, with respect to any asset or
property, the price which could be negotiated in an arm's-length, free market
transaction, for cash, between a willing seller and a willing and able buyer,
neither of whom is under undue pressure or compulsion to complete the
transaction. Fair Market Value shall be determined by the Board of Directors
acting reasonably and in good faith.

                  "Final Notice Date" has the meaning set forth in Section 9.16.

                  "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 may be approved by a significant segment of
the accounting profession of the United States, as in effect on the date hereof.

                  "Global Notes" means Notes that are in the form of the Note
attached hereto as Exhibit A and that are issued to a depositary.

<PAGE>

                                      -6-

                  "Holder" means, in the case of any Note, the Person in whose
name such Note is registered in the Note Register kept by the Company for that
purpose in accordance with the terms hereof.

                  "IAI" means institutional accredited investors (as defined in
Rules 501(a)(1), (2), (3) and (7) under the Securities Act) who are not QIBs.

                  "Indebtedness" as applied to any Person, means bonds,
debentures, notes and other instruments or arrangements representing obligations
created or assumed by any such Person, in respect of: (i) obligations for money
borrowed (other than unamortized debt discount or premium); (ii) obligations
evidenced by a note or similar instrument given in connection with the
acquisition of any business, properties or assets of any kind; or (iii) any
amendments, renewals, extensions, modifications and refundings of any such
indebtedness or obligations listed in clause (i) or (ii) above. All indebtedness
secured by a lien upon property owned by such Person of such type, although such
Person has not assumed or become liable for the payment of such indebtedness,
shall for all purposes hereof be deemed to be indebtedness of such Person, the
amount of such obligation being deemed to be the lesser of the fair market value
of such property or the amount of such indebtedness so secured. All indebtedness
for borrowed money incurred by any other Persons which is directly guaranteed as
to payment of principal by such Person shall for all purposes hereof be deemed
to be indebtedness of any such Person, but no other contingent obligation of
such Person in respect of indebtedness incurred by any other Persons shall for
any purpose be deemed to be indebtedness of such Person. Any account payable or
other accrued current liability or obligation to trade creditors incurred in the
ordinary course of business shall not constitute Indebtedness.

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

                  "Initial Public Offering" means, in the event of a Spin-Off,
the first time securities of the same class or type as the securities being
distributed in the Spin-Off are bona fide offers to the public for cash.

                  "Interest Payment Date" has the meaning set forth in the forms
of Note attached hereto as Exhibit A and Exhibit B.

                  "Issue Date" means July 7, 2003.

                  "Last Reported Sale Price" of Common Stock on any date means
the closing sale price per share (or, if no closing sale price is reported, the
average of the bid and ask prices or, if more than one in either case, the
average of the average bid and the average ask prices) on that date as reported
in composite transactions for the principal U.S. securities exchange on which
the Common Stock is traded or, if the Common Stock is not listed on a U.S.
national or regional securities exchange, as reported by the Nasdaq National
Market. If the Common Stock is not listed for trading on a U.S. national or
regional securities exchange and not reported by the Nasdaq National Market on
the relevant date, the "Last Reported Sale Price" shall be the last quoted bid

<PAGE>

                                      -7-

price for the Common Stock in the over-the-counter market on the relevant date
as reported by the National Quotation Bureau or similar organization. If the
Common Stock is not so quoted, the "Last Reported Sale Price" will be the
average of the midpoint of the last bid and ask prices for the Common Stock on
the relevant date from each of at least three nationally recognized independent
investment banking firms selected by the Company for this purpose.

                  "Liquidated Damages" has the meaning set forth in Section
3.11.

                  "Liquidated Damages Notice" has the meaning set forth in
Section 3.11.

                  "Market Price" means the average of the Last Reported Sale
Prices of the Common Stock for the 20 Trading Day period ending on the
applicable date of determination (if the applicable date of determination is a
Trading Day or, if not, then on the last Trading Day prior to such applicable
date of determination), appropriately adjusted to take into account the
occurrence, during the period commencing on the first of the Trading Days during
such 20 Trading Day period and ending on the applicable date of determination,
of any event that would result in an adjustment of the Conversion Rate under
this Indenture.

                  "Maximum Conversion Rate" has the meaning set forth in Section
9.6(h) hereof.

                  "Note" or "Notes" has the meaning stated in the first recital
of this Indenture or, as the case may be, means Notes that have been
authenticated and delivered pursuant to this Indenture, including the Global
Note(s).

                  "Note Register" means the register of Notes, maintained by the
Trustee, pursuant to Section 2.3.

                  "Note Registrar" means the registrar for the Notes, initially
the Trustee.

                  "Notes Custodian" means the custodian with respect to the
Global Note (as appointed by the Depositary or any successor Person thereto) and
shall initially be the Trustee.

                  "Officer" means the Chief Executive Officer, the President,
the Chief Financial Officer, any Vice President, the Treasurer, the Secretary or
an Assistant Secretary of the Company.

                  "Officers' Certificate" means a certificate signed by two
Officers or by an Officer and either an Assistant Treasurer or an Assistant
Secretary of the Company. Each such certificate shall include the statements
provided for in Section 14.4, if and to the extent required by the provisions of
Section 14.4.

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

<PAGE>

                                      -8-

Each such opinion shall include the statements provided for in Section 14.4, if
and to the extent required by the provisions of Section 14.4.

                  "Paying Agent" means the office or agency designated by the
Company where Notes may be presented for payment.

                  "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.

                  "protected purchaser" has the meaning set forth in Section
2.9.

                  "Publicly Traded Securities" shall have the meaning set forth
in the definition of "Change in Control".

                  "Purchase Date" has the meaning set forth in Section 7.1(a).

                  "Purchase Notice" has the meaning set forth in Section 7.1(a).

                  "Purchase Price" has the meaning provided in paragraph 7 of
the Note.

                  "QIB" means any "qualified institutional buyer" (as defined in
Rule 144A under the Securities Act).

                  "Redemption Date" means the date fixed for redemption of the
Notes.

                  "Redemption Price" has the meaning set forth in paragraph 5 of
the Notes.

                  "Registration Rights Agreement" means that certain
registration rights agreement dated as of the date of this Indenture by and
between the Company and Goldman, Sachs & Co.

                  "Registrar" means the office or agency maintained by the
Company where Notes may be presented for registration of transfer or exchange.

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

                  "Resale Restriction Termination Date" has the meaning set
forth on Section 2.6.

                  "Responsible Officer" when used with respect to the Trustee,
means any officer assigned by the Trustee to administer its corporate trust
matters and who is located at the Corporate Trust Office.

                  "Restricted Note" means a Note that constitutes a "restricted
security" within the meaning of Rule 144(a)(3) under the Securities Act;
provided, however, that the Trustee shall be

<PAGE>

                                      -9-

entitled to request and conclusively rely on an opinion of counsel with respect
to whether any Note constitutes a Restricted Note.

                  "Restricted Note Legend" means the legend set forth in Section
2.1(d).

                  "Restricted Period" means the 40 consecutive days beginning on
and including the later of (A) the day on which the Notes are offered to persons
other than distributors (as defined in Regulation S under the Securities Act)
and (B) the date hereof.

                  "Restricted Stock Legend" means the legend required by Section
2.1(e).

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

                  "Semi-Annual Interest Payment Period" means the period from
April 1 of a year (or July 7, 2003 with respect to the first Semi-Annual
Interest Payment Period) to September 30 of such year or the period from October
1 of a year through March 31 of the following year, as the case may be.

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

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

                  "Special Interest Payment Date" has the meaning set forth in
Section 2.13(a).

                  "Special Record Date" has the meaning set forth in Section
2.13(a).

                  "Spin-Off" means a dividend or other distribution of shares of
Capital Stock of any class or series, or similar Equity Interests, of or
relating to a Subsidiary or other business unit of the Company.

                  "Spin-Off Market Price" (a) per share of Common Stock means
(i) in the event a Spin-Off is not effected simultaneously with an Initial
Public Offering, the average of the Last Reported Sale Prices of the Common
Stock for the ten Trading Days after the "ex date" with respect to such Spin-Off
or (ii) in the event an Initial Public Offering is effected simultaneously with
the Spin-Off, the Last Reported Sale Price of the Common Stock on the Trading
Day on which the initial public offering price of securities being distributed
in the Initial Public Offering is determined and (b) per Equity Interest of a
Subsidiary or other business unit of the Company means (i) in the event a
Spin-Off is not effected simultaneously with an Initial Public Offering, the
average of the closing sale prices of such Equity Interest to be distributed
with respect to one share of Common Stock for the ten Trading Days after the "ex
date" with respect to such Spin-Off or (ii) in the event an Initial Public
Offering is effected simultaneously with the Spin-Off, the

<PAGE>

                                      -10-

initial public offering price in the Initial Public Offering of such Equity
Interest to be distributed with respect to one share of Common Stock.

                  "Subsidiary" of any Person means (a) any corporation,
association or other business entity (other than a partnership, joint venture,
limited liability company or similar entity) of which more than 50% of the total
ordinary 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 (or persons performing similar functions) or (b) any
partnership, joint venture, limited liability company or similar entity of which
more than 50% of the capital accounts, distribution rights, total equity and
voting interests or general or limited partnership interests, as applicable,
are, in the case of clauses (a) and (b), at the time owned or controlled,
directly or indirectly, by (1) such Person, (2) such Person and one or more
Subsidiaries of such Person or (3) one or more Subsidiaries of such Person.
Unless otherwise specified herein, each reference to a Subsidiary will refer to
a Subsidiary of the Company.

                  "Successor Company" shall have the meaning assigned thereto in
clause (i) of Section 4.1.

                  "TIA" or "Trust Indenture Act" means the Trust Indenture Act
of 1939 (15 U.S.C. Sections 77aaa-77bbbb), as in effect from time to time.

                  "Trading Day" means (a) if the applicable security is listed,
admitted for trading or quoted on the New York Stock Exchange, the NASDAQ
National Market or another national security exchange, a day on which the New
York Stock Exchange, the NASDAQ National Market or another national security
exchange, as the case may be, is open for business or (b) if the applicable
security is not so listed, admitted for trading or quoted, any day other than a
Saturday or Sunday or a day on which banking institutions in the State of New
York are authorized or obligated by law, regulation or executive order to close.

                  "Transfer Restricted Notes" has the meaning set forth in
Section 2.1(d).

                  "Trustee" means the Person identified as "Trustee" in the
first paragraph hereof and, subject to the provisions of Article XI, shall also
include any successor trustee.

                  "Uniform Commercial Code" means the New York Uniform
Commercial Code as in effect from time to time.

                  "U.S. Government Obligations" means securities that are (a)
direct obligations of the United States of America for the timely payment of
which its full faith and credit is pledged or (b) 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 of 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 depositary receipt issued by a bank
(as defined in Section 3(a)(2) of the Securities Act), as

<PAGE>

                                      -11-

custodian with respect to any such U.S. Government Obligations or a specific
payment of principal of or interest on any such U.S. Government Obligations held
by such custodian for the account of the holder of such depositary 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 depositary
receipt from any amount received by the custodian in respect of the U.S.
Government Obligations or the specific payment of principal of or interest on
the U.S. Government Obligations evidenced by such depositary receipt.

                  SECTION 1.2. Incorporation by Reference of Trust Indenture
Act. This Indenture is subject to the mandatory provisions of the TIA which are
incorporated by reference in and made a part of this Indenture. The following
TIA terms have the following meanings:

                  "indenture securities" means the Notes.

                  "indenture security holder" means a Holder.

                  "indenture to be qualified" means this Indenture.

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

                  "obligor" on the indenture securities means the Company and
any other obligor on the indenture securities.

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

                  SECTION 1.3. Rules of Construction. Unless the context
otherwise requires:

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

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

                  (3)      "or" is not exclusive;

                  (4)      "including" means including without limitation;

                  (5)      words in the singular include the plural and words in
         the plural include the singular;

                  (6)      unsecured Indebtedness shall not be deemed to be
         subordinate or junior to secured Indebtedness merely by virtue of its
         nature as unsecured Indebtedness;

<PAGE>

                                      -12-

                  (7)      the principal amount of any non-interest bearing or
         other discount security at any date shall be the principal amount
         thereof that would be shown on a balance sheet of the issuer dated such
         date prepared in accordance with GAAP;

                  (8)      the table of contents and headings of the Articles
         and Sections of this Indenture have been inserted for convenience of
         reference only, are not intended to be considered a part hereof and
         shall not modify or restrict any of the terms or provisions hereof;

                  (9)      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;

                  (10)     all references to "$" or "dollars" shall refer to the
         lawful currency of the United States of America;

                  (11)     the words "include," "included" and "including" as
         used herein shall be deemed in each case to be followed by the phrase
         "without limitation," if not expressly followed by such phrase or the
         phrase "but not limited to"; and

                  (12)     any reference to a Section or Article refers to such
         Section or Article of this Indenture unless otherwise indicated.

                                    ARTICLE II

                                    THE NOTES

                  SECTION 2.1. Form, Dating and Terms. (a) The aggregate
principal amount of Notes that may be authenticated and delivered under this
Indenture is $300,000,000. Furthermore, Notes may be authenticated and delivered
upon registration or transfer, or in lieu of, other Notes pursuant to Section
2.6, 2.9 or 13.5.

                  The Notes shall be known and designated as 2.50% Convertible
Senior Notes due October 1, 2023. Pursuant to the provisions of Article IX, the
Notes shall be convertible into Common Stock, par value $0.01 per share (the
"Common Stock"), of the Company.

                  (b) Notes offered and sold to QIBs in reliance on Rule 144A
and (i) resold to IAIs in the United States of America or (ii) resold outside
the United States of America in reliance on Regulation S shall be issued in the
form of one or more permanent Global Notes, without interest coupons,
substantially in the form of Exhibit A. Such Global Notes shall be deposited on
behalf of the purchasers of the Notes represented thereby with the Trustee, as
custodian for the Depositary for the accounts of participants in the Depositary
(and, in the case of Notes

<PAGE>

                                      -13-

held in accordance with Regulation S, registered with the Depositary for the
accounts of designated agents holding on behalf of the Euroclear S.A. N.V., as
operator of the Euroclear System ("Euroclear") or Clearstream Banking societe
anonyme ("Clearstream") before the expiration of the Restricted Period and
through organizations other than Euroclear or Clearstream that are participants
in the Depositary's system after the expiration of the Restricted Period), duly
executed by the Company and authenticated by the Trustee as hereinafter
provided. The aggregate principal amount of a 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.

                  Each Note shall bear the applicable legends, if any, set forth
in Section 2.1(d) and transfers of the Notes shall be made only in accordance
with the restrictions described in the applicable legend. The Notes may have
notations, legends or endorsements required by law, stock exchange rule or
usage, in addition to those set forth on Exhibit A and in Section 2.1(d). The
Company and the Trustee shall approve the forms of the Notes and any notation,
endorsement or legend on them. Each Note shall be dated the date of its
authentication. The terms of the Note set forth in Exhibit A are part of the
terms of this Indenture and, to the extent applicable, the Company and the
Trustee, by their execution and delivery of this Indenture, expressly agree to
be bound by such terms.

                  The principal of and interest on the Notes shall be payable at
the office or agency of the Company maintained for such purpose in the City of
New York, or at such other office or agency of the Company as may be maintained
for such purpose pursuant to Section 2.3. Payments (including principal and
interest and Liquidated Damages, if any) in respect of the Notes represented by
the Global Notes, will be made by the transfer of immediately available funds to
the accounts specified by the Depositary. Payments in respect of a Definitive
Note (including principal, interest and Liquidated Damages, if any) shall be
made at the office or agency maintained by the Company for such purposes in the
City of New York or, at the Company's option, by mailing a check to the
registered address of each Holder thereof as such address shall appear on the
Note Register; provided, however, that payments on the Notes may also be made,
at the Company's option, by wire transfer to a U.S. dollar account maintained by
the payee with a bank in the United States if such Holder requests payment by
wire transfer by giving written notice to the Trustee or the Paying Agent to
such effect designating such account no later than 15 days immediately preceding
the relevant due date for payment (or such other date as the Trustee may accept
in its discretion). If a payment date is a date other than a Business Day,
payment may be made at that place on the next succeeding day that is a Business
Day and no interest shall accrue for the intervening period.

                  (c)      The Notes shall be issuable only in fully registered
form, without coupons, and only in denominations of $1,000 and any integral
multiple thereof.

                  (d)      Every Note that bears or is required under this
Section 2.1(d) to bear the legend set forth in this Section 2.1(d) (the
"Transfer Restricted Notes") shall be subject to the

<PAGE>

                                      -14-

restrictions on transfer set forth in this Section 2.1(d) (including those set
forth in the legend set forth below), and the Holder of each such Transfer
Restricted Note, by such Holder's acceptance thereof, agrees to be bound by all
such restrictions on transfer. As used in Sections 2.1(d) and 2.1(e), the term
"transfer" encompasses any sale, pledge, transfer or other disposition
whatsoever of any Transfer Restricted Note. The Company shall not register any
transfer of a Transfer Restricted Note not made in accordance with the
restrictions on transfer set forth in this Section 2.1.

                  Subject to the last paragraph of this Section 2.1(d), until
the expiration of the holding period applicable to sales thereof under Rule
144(k) under the Securities Act (or any successor provision), any certificate
evidencing any Note (and all securities issued in exchange therefor or
substitution thereof, other than Common Stock, if any, issued upon conversion
thereof, which shall bear the legend set forth in Section 2.1(e), if
applicable), shall bear a legend in substantially the following form:

                  "THIS NOTE AND ANY COMMON STOCK ISSUABLE UPON THE CONVERSION
                  OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE U.S.
                  SECURITIES ACT OF 1933, AS AMENDED (THE `SECURITIES ACT'), AND
                  MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF
                  SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH
                  PURCHASER OF THIS NOTE IS HEREBY NOTIFIED THAT THE SELLER OF
                  THIS NOTE MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS
                  OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A
                  THEREUNDER.

                  "THIS NOTE AND ANY COMMON STOCK ISSUABLE UPON THE CONVERSION
                  OF THIS NOTE MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
                  TRANSFERRED EXCEPT (A) (1) TO FISHER SCIENTIFIC INTERNATIONAL
                  INC. (THE "COMPANY") OR ANY SUBSIDIARY THEREOF, (2) TO A
                  PERSON WHO THE TRANSFEROR REASONABLY BELIEVES IS A QUALIFIED
                  INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE
                  SECURITIES ACT ACQUIRING FOR ITS OWN ACCOUNT OR FOR THE
                  ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION
                  MEETING THE REQUIREMENTS OF RULE 144A, (3) OUTSIDE THE UNITED
                  STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904
                  UNDER THE SECRUITIES ACT, (4) PURSUANT TO AN EXEMPTION FROM
                  REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144
                  THEREUNDER (IF AVAILABLE), (5) TO AN INSTITUTIONAL INVESTOR
                  THAT IS AN ACCREDITED INVESTOR WITHIN THE MEANING OF RULE
                  501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE
                  SECURITIES ACT PURSUANT TO

<PAGE>

                                      -15-

                  AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT (IF
                  AVAILABLE) OR (6) PURSUANT TO AN EFFECTIVE REGISTRATION
                  STATEMENT UNDER THE SECURITIES ACT, AND (B) IN ACCORDANCE WITH
                  ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED
                  STATES AND OTHER JURISDICTIONS.

                  "THIS NOTE, ANY SHARES OF COMMON STOCK ISSUABLE UPON ITS
                  CONVERSION AND ANY RELATED DOCUMENTATION MAY BE AMENDED OR
                  SUPPLEMENTED FROM TIME TO TIME TO MODIFY THE RESTRICTIONS ON
                  RESALES AND OTHER TRANSFERS OF THIS NOTE AND ANY SUCH SHARES
                  TO REFLECT ANY CHANGE IN APPLICABLE LAW OR REGULATION (OR THE
                  INTERPRETATION THEREOF) OR IN PRACTICES RELATING TO THE RESALE
                  OR TRANSFER OF RESTRICTED SECURITIES GENERALLY. THE HOLDER OF
                  THIS NOTE AND SUCH SHARES SHALL BE DEEMED BY THE ACCEPTANCE OF
                  THIS NOTE AND ANY SUCH SHARES TO HAVE AGREED TO ANY SUCH
                  AMENDMENT OR SUPPLEMENT."

                  Any Note (or security issued in exchange or substitution
therefor) as to which such restrictions on transfer shall have expired in
accordance with their terms or that has been transferred pursuant to a
registration statement that has been declared effective under the Securities Act
may, upon surrender of such Note for exchange to the Registrar in accordance
with the provisions of this Section 2.1, be exchanged for a new Note or Notes,
of like tenor and aggregate principal amount, which shall not bear the
Restrictive Notes Legend required by this Section 2.1(d).

                  (e)      Every stock certificate representing Common Stock
issued upon conversion of a Transfer Restricted Note that bears or is required
under this Section 2.1(e) to bear the legend set forth in this Section 2.1(e)
shall be subject to the restrictions on transfer set forth in this Section
2.1(e) (including those set forth in the legend set forth below), and the Holder
of such Common Stock issued upon conversion of a Transfer Restricted Note, by
such Holder's acceptance thereof, agrees to be bound by all such restrictions on
transfer. The Company shall not register any transfer of Common Stock issued
upon conversion of such a Transfer Restricted Note not made in accordance with
the restrictions on transfer set forth in this Section 2.1.

                  Until the expiration of the holding period applicable to sales
thereof under Rule 144(k) under the Securities Act (or any successor provision),
any stock certificate representing Common Stock issued upon conversion of a
Transfer Restricted Note shall bear a legend in substantially the following
form, unless such Common Stock has been sold pursuant to a registration
statement that has been declared effective under the Securities Act (and which
continues to be effective at the time of such transfer) or such Common Stock has
been issued upon conversion of

<PAGE>

                                      -16-

Notes that have been transferred pursuant to a registration statement that has
been declared effective under the Securities Act:

                  "THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A
                  TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES
                  SECURITIES ACT OF 1933 (THE `SECURITIES ACT'), AND THIS
                  SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN
                  THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION
                  THEREFROM. EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED
                  THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON THE
                  EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES
                  ACT PROVIDED BY RULE 144A THEREUNDER.

                  "THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE
                  COMPANY THAT (A) THIS SECURITY MAY BE OFFERED, RESOLD, PLEDGED
                  OR OTHERWISE TRANSFERRED, ONLY (I) IN THE UNITED STATES TO A
                  PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED
                  INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE
                  SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF
                  RULE 144A, (II) OUTSIDE THE UNITED STATES IN AN OFFSHORE
                  TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES
                  ACT, (III) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER
                  THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF
                  AVAILABLE) OR (IV) PURSUANT TO AN EFFECTIVE REGISTRATION
                  STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I)
                  THROUGH (IV) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS
                  OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL,
                  AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY
                  PURCHASER OF THE SECURITY FROM IT OF THE RESALE RESTRICTIONS
                  REFERRED TO IN (A) ABOVE."

                  Any stock certificate (or security issued in exchange or
substitution therefor) as to which such restrictions on transfer shall have
expired in accordance with their terms or that has been transferred pursuant to
a registration statement that has been declared effective under the Securities
Act may, upon surrender of such stock certificate for exchange to the Registrar
in accordance with the provisions of this Section 2.1, be exchanged for a new
stock certificate, of like tenor and aggregate principal amount, which shall not
bear the Restrictive Stock Legend required by this Section 2.1(e).

<PAGE>

                                      -17-

                  (f)      Each Global Note, whether or not a Transfer
Restricted Note, shall bear the following legend:

                  "UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
                  REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
                  CORPORATION (`DEPOSITARY'), NEW YORK, NEW YORK, 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 IN SUCH OTHER NAME AS IS REQUESTED BY AN
                  AUTHORIZED REPRESENTATIVE OF DEPOSITARY (AND ANY PAYMENT IS
                  MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY
                  AN AUTHORIZED REPRESENTATIVE OF DEPOSITARY), ANY TRANSFER,
                  PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
                  PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF,
                  CEDE & CO., HAS AN INTEREST HEREIN.

                  "TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO
                  TRANSFERS IN WHOLE, BUT NOT IN PART, TO DEPOSITARY, TO
                  NOMINEES OF DTC 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 THE INDENTURE REFERRED TO ON THE
                  REVERSE HEREOF."

                  (g)      The following book-entry provisions shall apply only
to Global Notes deposited with the Trustee, as custodian for the Depositary:

                  (i)      Each Global Note initially shall (x) be registered in
         the name of the Depositary for such Global Note or the nominee of such
         Depositary, (y) be delivered to the Trustee as custodian for such
         Depositary and (z) bear legends as set forth in Section 2.1(d).

                  (ii)     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 by
         the Trustee as the custodian of the Depositary or under such 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 impair, as between the Depositary and its Agent Members, the
         operation of customary

<PAGE>

                                      -18-

         practices of the Depositary governing the exercise of the rights of a
         Holder of a beneficial interest in any Global Note.

                  (iii)    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.

                  (iv)     In connection with any transfer of a portion of the
         beneficial interest in a Global Note pursuant to Section 2.1(j) to
         beneficial owners who are required to hold Definitive Notes, the
         Trustee 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 Definitive Notes of like tenor
         and amount.

                  (v)      In connection with the transfer of an entire Global
         Note to beneficial owners pursuant to Section 2.1(h), 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 Definitive Notes of authorized
         denominations.

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

                  (h)      Except as provided below, owners of beneficial
interests in Global Notes will not be entitled to receive Definitive Notes. If
required to do so pursuant to any applicable law or regulation, beneficial
owners may obtain Definitive Notes in exchange for their beneficial interests in
a Global Note upon written request in accordance with the Depositary's and the
Registrar's procedures. In addition, Definitive 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 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 Registrar
has received a request from the Depositary.

<PAGE>

                                      -19-

                  (i)      Any Definitive Note delivered in exchange for an
interest in a Global Note pursuant to Section 2.1(g)(iv) or (v) shall, except as
otherwise provided by Section 2.6, bear the Restricted Note Legend applicable to
the Definitive Note set forth in Section 2.1(d).

                  (j)      In connection with the exchange of a portion of a
Definitive Note for a beneficial interest in a Global Note, the Trustee shall
cancel such Definitive Note, and the Company shall execute, and the Trustee
shall authenticate and deliver, to the transferring Holder a new Definitive Note
representing the principal amount not so transferred.

                  SECTION 2.2. Execution and Authentication. Two Officers shall
sign the Notes for the Company by manual or facsimile signature. If an Officer
whose signature is on a Note no longer holds that office at the time the Trustee
authenticates the Note, the Note shall be valid nevertheless.

                  A Note shall not be valid until an authorized signatory of the
Trustee manually authenticates the Note. The signature of the Trustee on a Note
shall be conclusive evidence that such Note has been duly and validly
authenticated and issued under this Indenture. A Note shall be dated the date of
its authentication.

                  At any time and from time to time after the execution and
delivery of this Indenture, the Trustee shall, upon the written direction or
order of the Company, authenticate and make available for delivery: Notes for
original issue in an aggregate principal amount of $300,000,000 upon a written
order of the Company signed by two Officers or by an Officer and either an
Assistant Treasurer or an Assistant Secretary of the Company (the "Company
Order"). Such Company Order shall specify the amount of the Notes to be
authenticated.

                  The Trustee may appoint an agent (the "Authenticating Agent")
reasonably acceptable to the Company to authenticate the Notes. Unless limited
by the terms of such appointment, any such Authenticating Agent may authenticate
Notes whenever the Trustee may do so. Each reference in this Indenture to
authentication by the Trustee includes authentication by such agent.

                  In case the Company pursuant to Article IV 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 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 IV, 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
Order of the successor Person, shall authenticate and deliver Notes as specified
in such order

<PAGE>

                                      -20-

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 2.2
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.

                  SECTION 2.3. Registrar, Conversion Agent and Paying Agent. The
Trustee shall initially serve as the Registrar, Conversion Agent and Paying
Agent for the Notes. The Registrar, the Conversion Agent and the Paying Agent
shall each maintain an office or agency in the Borough of Manhattan, The City of
New York. The Registrar shall keep a register of the Notes and of their transfer
and exchange (the "Note Register"). The Company may have one or more
co-registrars and one or more additional conversions agents and paying agents.
The term Paying Agent includes any additional paying agents, the term Conversion
Agent includes any additional conversion agents and the term Registrar includes
any co-registrar. The Company may change any Paying Agent, Conversion Agent or
Registrar without prior notice to any Holder.

                  The Company shall enter into an appropriate agency agreement
with any Registrar, Conversion Agent or Paying Agent not a party to this
Indenture, which shall incorporate the terms of the TIA. The agreement shall
implement the provisions of this Indenture that relate to such agent. The
Company shall notify the Trustee in writing of the name and address of each such
agent. If the Company fails to maintain a Registrar, Conversion Agent or Paying
Agent, the Trustee shall act as such and shall be entitled to appropriate
compensation therefor pursuant to Section 11.7. The Company or any of its
domestically incorporated Subsidiaries may act as Paying Agent, Conversion
Agent, Registrar or transfer agent.

                  The Company may remove any Registrar, Conversion Agent or
Paying Agent upon written notice to such Registrar, Conversion Agent or Paying
Agent and to the Trustee; provided, however, that no such removal shall become
effective until (i) acceptance of any appointment by a successor as evidenced by
an appropriate agreement entered into by the Company and such successor
Registrar, Conversion Agent or Paying Agent, as the case may be, and delivered
to the Trustee or (ii) notification to the Trustee that the Trustee shall serve
as Registrar, Conversion Agent or Paying Agent until the appointment of a
successor in accordance with clause (i) above. The Registrar, Conversion Agent
or Paying Agent may resign at any time upon written notice to the Company and
the Trustee.

                  SECTION 2.4. Paying Agent To Hold Money in Trust. By at least
10:00 a.m. (New York City time) on the date on which any principal of or
interest on any Note is due and payable, the Company shall deposit with the
Paying Agent a sum sufficient in immediately available funds to pay such
principal or interest when due. The Company shall require each Paying Agent
(other than the Trustee) to agree in writing that such Paying Agent shall hold
in trust for the benefit of Holders or the Trustee all money held by such Paying
Agent for the payment of principal of or interest on the Notes and shall notify
the Trustee in writing of any default by the

<PAGE>

                                      -21-

Company in making any such payment. If the Company or a Subsidiary acts as
Paying Agent, it shall segregate the money held by it as Paying Agent and hold
it as a separate trust fund for the benefit of the Holders of the Notes. The
Company at any time may require a Paying Agent (other than the Trustee) to pay
all money held by it to the Trustee and to account for any funds disbursed by
such Paying Agent. Upon complying with this Section 2.4, the Paying Agent (if
other than the Company or a Subsidiary) shall have no further liability for the
money delivered to the Trustee. Upon any bankruptcy, reorganization or similar
proceeding with respect to the Company, the Trustee shall serve as Paying Agent
for the Notes.

                  SECTION 2.5. Holder Lists. The Trustee shall preserve in as
current a form as is reasonably practicable the most recent list available to it
of the names and addresses of Holders and shall otherwise comply with TIA
Section 312(a). If the Trustee is not the Registrar or to the extent otherwise
required under the TIA, the Company, on its own behalf, shall furnish to the
Trustee, in writing at least seven Business Days before each interest payment
date and at such other times as the Trustee may request in writing within 15
days, a list in such form and as of such date as the Trustee may reasonably
require of the names and addresses of Holders and the Company shall otherwise
comply with TIA Section 312(a).

                  SECTION 2.6. Transfer and Exchange.(a) (a) The following
provisions shall apply with respect to any proposed transfer of a Note prior to
the date which is two years after the later of the date of its 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"):

                  (i)      a transfer of a Note or a beneficial interest therein
         to a QIB shall be made upon receipt by the Trustee or its agent of a
         certificate substantially in the form of the Form of Certificate to be
         Delivered Upon Exchange or Registration of Transfer of Securities set
         forth on the reverse of the Note 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 it has
         requested pursuant to Rule 144A or has determined not to request such
         information and that it is aware that the transferor is relying upon
         its foregoing representations in order to claim the exemption from
         registration provided by Rule 144A;

                  (ii)     a transfer of a 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 2.7 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 a 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

<PAGE>

                                      -22-

         form of the Form of Certificate to be Delivered in Connection with
         Transfers Pursuant to Regulation S set forth on the reverse of the Note
         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.

                  (b)      Upon the transfer, exchange or replacement of Notes
not bearing a Restricted Note Legend, the Registrar shall deliver Notes that do
not bear a Restricted Note Legend. Upon the transfer, exchange or replacement of
Notes bearing a Restricted Note Legend, the Registrar shall deliver only Notes
that bear such Restricted Note Legend unless (i) an Initial Note is being
transferred pursuant to an effective registration statement or (ii) there is
delivered to the 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.

                  (c)      The Registrar shall retain copies of all letters,
notices and other written communications received pursuant to Section 2.1 or
this Section 2.6 until the Notes have matured. 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 Registrar.

                  (d)      The following obligations with respect to transfers
and exchanges of Notes shall apply:

                  (i)      To permit registrations of transfers and exchanges,
         the Company shall, subject to the other terms and conditions of this
         Article II, execute and the Trustee shall upon receipt of a Company
         direction or order, authenticate Definitive Notes and Global Notes at
         the Registrar's request.

                  (ii)     No service charge shall be made to a Holder for any
         registration of transfer or exchange, but the Company may require
         payment of a sum sufficient to cover any transfer tax, assessments, or
         similar governmental charge payable in connection therewith (other than
         any such transfer taxes, assessments or similar governmental charges
         payable upon exchange or transfer pursuant to Section 13.5).

                  (iii)    The Registrar shall not be required to register the
         transfer of or exchange of any Note for a period beginning (1) 15
         Business Days before the mailing of a notice of an offer to repurchase
         Notes and ending at the close of business on the day of such mailing or
         (2) 15 Business Days before an interest payment date and ending on such
         interest payment date.

                  (iv)     Prior to the due presentation for registration of
         transfer of any Note, the Company, the Trustee, Paying Agent, the
         Conversion Agent or the Registrar may deem and treat the person in
         whose name a Note is registered as the absolute owner of such Note for
         the purpose of receiving payment of principal of and interest on such
         Note and for all other purposes whatsoever, whether or not such Note is
         overdue, and none of the

<PAGE>

                                      -23-

         Company, the Trustee, the Paying Agent, the Conversion Agent or the
         Registrar shall be affected by notice to the contrary.

                  (v)      All Notes issued upon any transfer or exchange
         pursuant to the terms of this Indenture shall evidence the same debt
         and shall be entitled to the same benefits under this Indenture as the
         Notes surrendered upon such transfer or exchange.

                  (e)      The following provisions shall apply with respect to
         Trustee obligations:

                           (i)      The Trustee shall have no responsibility or
                  obligation to any beneficial owner of a Global Note, a member
                  of, or a participant in, the Depositary or other Person with
                  respect to the accuracy of the records of the Depositary or
                  its nominee or of any participant or member thereof, with
                  respect to any ownership interest in the Notes or with respect
                  to the delivery to any participant, member, beneficial owner
                  or other Person (other than the Depositary) of any notice or
                  the payment of any amount or delivery of any Notes (or other
                  security or property) under or with respect to such Notes. All
                  notices and communications to be given to the Holders and all
                  payments to be made to Holders in respect of the Notes shall
                  be given or made only to or upon the order of the registered
                  Holders (which shall be the Depositary or its nominee in the
                  case of a Global Note). The rights of beneficial owners in any
                  Global Note shall be exercised only through the Depositary
                  subject to the applicable rules and procedures of the
                  Depositary. The Trustee may rely and shall be fully protected
                  in relying upon information furnished by the Depositary with
                  respect to its members, participants and any beneficial
                  owners.

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

                  SECTION 2.7.   Form of Certificate To Be Delivered in
                                 Connection with Transfers to Institutional
                                 Accredited Investors.

                                                                          [Date]
Fisher Scientific International Inc.
c/o J.P. Morgan Trust Company, N.A.
One Oxford Centre, Suite 1100
301 Grant Street

<PAGE>

                                      -24-

Pittsburgh, Pennsylvania 15219
Attention: Institutional Trust Services

Ladies and Gentlemen:

                  This certificate is delivered to request a transfer of
$__________ principal amount of the 2.50% Convertible Senior Notes due October
1, 2023 (the "Notes") of Fisher Scientific International Inc. (the "Company").

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

                  Name: ___________________________________________________

                  Address: _________________________________________________

                  Taxpayer ID Number: ______________________________________

                  The undersigned represents and warrants to you that:

                  1.       We are an institutional accredited investor (as
         defined in Rule 501(a)(1), (2), (3) or (7) 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 at
         least $250,000 principal amount of the Notes, and we are acquiring the
         Notes not with a view to, or for offer or sale in connection with, any
         distribution in violation of the Securities Act. We have such knowledge
         and experience in financial and business matters as to be capable of
         evaluating the merits and risk of our investment in the Notes and we
         invest in or purchase securities similar to the Notes in the normal
         course of our business. 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 that the Notes have not been registered
         under the Securities Act and, unless so registered, may not be sold
         except as permitted in the following sentence. 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 that 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) in a transaction complying with the
         requirements of Rule 144A under the Securities Act ("Rule 144A"), to a
         person we reasonably believe is a qualified institutional buyer under
         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 that
         occur outside the United States within the

<PAGE>

                                      -25-

         meaning of Regulation S under the Securities Act, (e) to an
         institutional accredited investor within the meaning of Rule 501(a)(1),
         (2), (3) or (7) under the Securities Act that is purchasing for its own
         account or for the account of such an institutional accredited
         investor, in each case in a minimum principal amount of Notes of
         $250,000 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 in 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 a letter from the transferee substantially
         in the form of this letter to the Company and the Trustee, which shall
         provide, among other things, that the transferee is an institutional
         accredited investor (within the meaning of Rule 501(a)(1), (2), (3) or
         (7) under the Securities Act) and that it is acquiring such Notes for
         investment purposes and not for distribution in violation of the
         Securities Act. Each purchaser acknowledges that the Company and the
         Trustee reserve the right prior to any offer, sale or other transfer
         prior to the Resale Termination Date of the Notes pursuant to clauses
         (d), (e) or (f) above to require the delivery of an opinion of counsel,
         certifications and/or other information satisfactory to the Company and
         the Trustee.

                                    TRANSFEREE: _________________________

                                    BY: _________________________________

                  SECTION 2.8. [Intentionally Omitted]

                  SECTION 2.9. Mutilated, Destroyed, Lost or Stolen Notes. If a
mutilated Note is surrendered to the Registrar or if the Holder of a Note claims
that the Note has been lost, destroyed or wrongfully taken, the Company shall
issue and the Trustee, upon Company Order, shall authenticate a replacement Note
if the requirements of Section 8-405 of the Uniform Commercial Code are met such
that the Holder (a) notifies the Company and the Trustee within a reasonable
time after such Holder has notice of such loss, destruction or wrongful taking
and the Registrar has not registered a transfer prior to receiving such
notification, (b) makes such request to the Company prior to the Company having
notice that the Note has been acquired by a protected purchaser as defined in
Section 8-303 of the Uniform Commercial Code (a "protected purchaser") and (c)
satisfies any other reasonable requirements of the Company and the Trustee. Such
Holder shall furnish an indemnity bond sufficient in the judgment of the Company
and the Trustee to protect the Company, the Trustee, the Paying Agent, the
Conversion Agent and the Registrar from any loss which any of them may suffer if
a Note is replaced, then, in the absence of notice to the Company, or the
Trustee that such Note has been acquired by a protected 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

<PAGE>

                                      -26-

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 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
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 2.10. Outstanding Notes. Notes outstanding at any time
are all Notes authenticated by the Trustee except for those canceled by it,
those paid pursuant to Section 2.9, those delivered to it for cancellation and
those described in this Section as not outstanding. A Note does not cease to be
outstanding in the event the Company or an Affiliate of the Company holds the
Note except that the Company or an Affiliate of the Company shall not obtain
voting rights with respect to such Note.

                  If a Note is replaced pursuant to Section 2.9, it ceases to be
outstanding unless the Trustee and the Company receive proof satisfactory to
them that the replaced Note is held by a bona fide purchaser.

                  If the Paying Agent segregates and holds in trust, in
accordance with this Indenture, on a redemption date or maturity date money
sufficient to pay all principal and interest payable on that date with respect
to the Notes to be redeemed or maturing, as the case may be, and the Paying
Agent is not prohibited from paying such money to the Holders on that date
pursuant to the terms of this Indenture, then on and after that date such Notes
cease to be outstanding and interest on them ceases to accrue.

                  SECTION 2.11. Temporary Notes. In the event that Definitive
Notes are to be issued under the terms of this Indenture, until such Definitive
Notes are ready for delivery, the Company may prepare and the Trustee shall
authenticate temporary Notes. Temporary Notes shall be substantially in the form
of Definitive Notes but may have variations that the Company

<PAGE>

                                      -27-

considers appropriate for temporary Notes. Without unreasonable delay, the
Company shall prepare and the Trustee shall authenticate Definitive Notes. After
the preparation of Definitive Notes, the temporary Notes shall be exchangeable
for Definitive Notes upon surrender of the temporary Notes at any office or
agency maintained by the Company for that purpose and such exchange shall be
without charge to the Holder. Upon surrender for cancellation of any one or more
temporary Notes, the Company shall execute, and the Trustee shall authenticate
and make available for delivery in exchange therefor, one or more Definitive
Notes representing an equal principal amount of Notes. Until so exchanged, the
Holder of temporary Notes shall in all respects be entitled to the same benefits
under this Indenture as a Holder of Definitive Notes.

                  SECTION 2.12. Cancellation. The Company at any time may
deliver Notes to the Trustee for cancellation. The Registrar and the Paying
Agent shall forward to the Trustee any Notes surrendered to them for
registration of transfer, exchange or payment. The Trustee and no one else shall
cancel and return to the Company all Notes surrendered for registration of
transfer, exchange, payment or cancellation. The Company may not issue new Notes
to replace Notes it has paid or delivered to the Trustee for cancellation.

                  At such time as all beneficial interests in a Global Note have
either been exchanged for Definitive Notes, transferred, redeemed, repurchased
or canceled, such Global Note shall be returned by the Depositary to the Trustee
for cancellation or retained and canceled by the Trustee. At any time prior to
such cancellation, if any beneficial interest in a Global Note is exchanged for
Definitive Notes, transferred in exchange for an interest in another Global
Note, redeemed, repurchased or canceled, the principal amount of Notes
represented by such Global Note shall be reduced and an adjustment shall be made
on the Global Note and on the books and records of the Trustee (if it is then
the "Notes Custodian" for such Global Note) with respect to such Global Note, by
the Trustee or the Notes Custodian, to reflect such reduction.

                  SECTION 2.13. Payment of Interest; Defaulted Interest.
Interest 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 at the office or agency of the
Company maintained for such purpose pursuant to Section 2.3.

                  Any interest on any Note which is payable, but is not paid
when the same becomes due and payable and such nonpayment continues for a period
of 30 days 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 (to the extent lawful) interest on such defaulted interest at the rate borne
by the Notes (such defaulted interest and interest thereon herein collectively
called "Defaulted Interest") shall be paid by the Company, at its election in
each case, as provided in clause (a) or (b) below:

                  (a)      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 (as defined below) for the payment of

<PAGE>

                                      -28-

         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 Interest Payment 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 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 record date (the "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 Interest Payment 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 and Special Interest
         Payment Date therefor to be given in the manner provided for in Section
         13.2, 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 and Special Interest Payment Date therefor having been so
         given, such Defaulted Interest shall be paid on the Special Interest
         Payment Date 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 (b).

                  (b)      The Company may make payment of any Defaulted
         Interest in any other lawful manner not inconsistent with the
         requirements of any securities exchange on which the Notes may be
         listed, and upon such notice as may be required by such exchange, if,
         after notice given by the Company to the Trustee 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 2.14. Computation of Interest. Interest on the Notes
shall be computed on the basis of a 360-day year of twelve 30-day months.

                  SECTION 2.15. CUSIP Numbers. The Company in issuing the Notes
and Common Stock upon conversion of the Notes may use CUSIP numbers (if then
generally in use). The Trustee shall not be responsible for the use of CUSIP
numbers, and the Trustee makes no representation as to their correctness as
printed on any Note, certificate of Common Stock or notice to Holders and that
reliance may be placed only on the other identification numbers printed
<PAGE>

                                      -29-

on the Notes, and any redemption shall not be affected by any defect in or
omission of such CUSIP numbers. The Company shall promptly notify the Trustee in
writing of any change in the CUSIP numbers.

                  SECTION 2.16. Bid Solicitation Agent. Goldman, Sachs & Co.
shall initially serve as the bid solicitation agent (the "Bid Solicitation
Agent") for purposes of obtaining secondary market bid quotations for
determining the trading prices of the Notes. The Company may change the Bid
Solicitation Agent at any time; provided, however, the Bid Solicitation Agent
shall not be an Affiliate of the Company. The Bid Solicitation Agent shall
solicit bids from nationally recognized securities dealers that are believed by
the Company to be willing to bid for the Notes.

                  SECTION 2.17. Issuance, Transfer and Exchange of Common Stock
Issuable Upon Conversion of the Notes.(a) (a) Shares of Common Stock to be
issued upon conversion of Notes prior to the effectiveness of a Shelf
Registration Statement shall be physically delivered in certificated form to the
Holders converting such Notes and the certificate representing such shares of
Common Stock shall bear the Restricted Stock Legend unless removed in accordance
with Section 2.1(e).

                  (b)      If (i) shares of Common Stock to be issued upon
conversion of Notes prior to the effectiveness of a Shelf Registration Statement
are to be registered in a name other than that of the Holder of such Notes or
(ii) shares of Common Stock represented by a certificate bearing the Restricted
Stock Legend are transferred subsequently by such Holder, then, unless the Shelf
Registration Statement has become effective and such shares are being
transferred pursuant to the Shelf Registration Statement, the Holder must
deliver to the transfer agent for the Common Stock and to the Company a
certificate in substantially the form of Exhibit B as to compliance with the
restrictions on transfer applicable to such shares of Common Stock and neither
the transfer agent nor the registrar for the Common Stock shall be required to
register any transfer of such Common Stock not so accompanied by a properly
completed certificate.

                  (c)      Except in connection with a Shelf Registration
Statement, if certificates representing shares of Common Stock are issued upon
the registration of transfer, exchange or replacement of any other certificate
representing shares of Common Stock bearing the Restricted Stock Legend, or if a
request is made to remove such Restricted Stock Legend from certificates
representing shares of Common Stock, the certificates so issued shall bear the
Restricted Stock Legend, or the Restricted Stock Legend shall not be removed, as
the case may be, unless there is delivered to the Company such reasonably
satisfactory evidence, which, in the case of a transfer made pursuant to Rule
144 under the Securities Act, may include an opinion of counsel, as may be
reasonably required by the Company, that neither the legend nor the restrictions
on transfer set forth therein are required to ensure that transfers thereof
comply with the provisions of Rule 144A, Rule 144 under the Securities Act or
Regulation S and that such shares of Common Stock are securities that are not
"restricted" within the meaning of Rule 144 under the Securities Act. Upon
provision to the Company of such reasonably satisfactory evidence, the Company
shall

<PAGE>

                                      -30-

cause the transfer agent for the Common Stock to countersign and deliver
certificates representing shares of Common Stock that do not bear the legend.

                                   ARTICLE III

                                    COVENANTS

                  SECTION 3.1. Payment of Notes. The Company shall promptly pay
the principal of and interest on the Notes on the dates and in the manner
provided in the Notes and in this Indenture. Principal and interest shall be
considered paid on the date due if on such date the Trustee or the Paying Agent
holds in accordance with this Indenture money sufficient to pay all principal
and interest then due and the Trustee or the Paying Agent, as the case may be,
is not prohibited from paying such money to the Holders on that date pursuant to
the terms of this Indenture.

                  The Company shall pay interest on overdue principal at the
rate specified therefor in the Notes, and it shall pay interest on overdue
installments of interest at the same rate to the extent lawful.

                  Notwithstanding anything to the contrary contained in this
Indenture, the Company may, to the extent it is required to do so by law, deduct
or withhold income or other similar taxes imposed by the United States of
America from principal or interest payments hereunder.

                  SECTION 3.2. [Intentionally Omitted].

                  SECTION 3.3. [Intentionally Omitted].

                  SECTION 3.4. [Intentionally Omitted].

                  SECTION 3.5. Maintenance of Office or Agency. The Company will
maintain in the City of New York, as required by Section 2.3, an office or
agency where the Notes may be presented or surrendered for payment, where, if
applicable, the Notes may be surrendered for registration of transfer or
exchange and where notices and demands to or upon the Company in respect of the
Notes and this Indenture may be served. The office of the Trustee, at One Oxford
Centre, Suite 1100, 301 Grant Street, Pittsburgh, Pennsylvania 15217, Attention:
Kerry Zombeck, shall be such office or agency of the Company for payment, unless
the Company shall designate and maintain some other office or agency for one or
more of such purposes. The Company will give prompt written notice to the
Trustee of any change in the location of any 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,

<PAGE>

                                      -31-

and the Company hereby appoints the Trustee as its agent to receive all such
presentations, surrenders, notices and demands.

                  The Company may also from time to time designate one or more
other offices or agencies (in or outside of the City of New York) where the
Notes may be presented or surrendered for any or all such purposes and may from
time to time rescind any such designation; 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 will give prompt written notice to the Trustee of any such
designation or rescission and any change in the location of any such other
office or agency.

                  SECTION 3.6. 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 or Liquidated Damages, 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 or
Liquidated Damages, 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 in writing 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
or Liquidated Damages, if any) or interest on any Notes, deposit with any 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) that
shall be available to the Trustee by 10:00 a.m. New York City time on such due
date sufficient to pay the principal (and premium or Liquidated Damages, 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, Liquidated Damages or interest, and
(unless such Paying Agent is the Trustee) the Company will promptly notify the
Trustee in writing 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 3.6, that such Paying Agent will:

                  (a)      hold all sums held by it for the payment of the
         principal of (and premium or Liquidated Damages, 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;

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

<PAGE>

                                      -32-

                  (c)      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 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 or Liquidated Damages, if any) or interest on any Note and remaining
unclaimed for two years after such principal, premium, Liquidated Damages or
interest has become due and payable shall be paid to the Company on Company
Order, 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, shall at the expense of the Company cause to be published once,
in a leading daily newspaper (if practicable, The Wall Street Journal (Eastern
Edition)) printed in the English language and of general circulation in New York
City, 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
nor shall it be later than two years after such principal (or premium or
Liquidated Damages, if any) or interest shall have become due and payable, any
unclaimed balance of such money then remaining will be repaid to the Company.

                  SECTION 3.7. Corporate Existence. Subject to Article IV, the
Company will do or cause to be done all things necessary to preserve and keep in
full force and effect its corporate existence and the corporate rights (charter
and statutory) licenses and franchises of the Company; provided, however, that
the Company shall not be required to preserve any such existence, right, license
or franchise if the Board of Directors of the Company shall determine that the
preservation thereof is no longer desirable in the conduct of the business of
the Company, and that the loss thereof is not, and will not be, disadvantageous
in any material respect to the Holders.

                  SECTION 3.8. [Intentionally Omitted].

                  SECTION 3.9. [Intentionally Omitted].

                  SECTION 3.10. Further Instruments and Acts. Upon request of
the Trustee, the Company will execute and deliver such further instruments and
do such further acts as may be reasonably necessary or proper to carry out more
effectively the purpose of this Indenture.

<PAGE>

                                      -33-

                  SECTION 3.11. Liquidated Damages Notices. In the event that
the Company is required to pay liquidated damages to Holders of Notes pursuant
to the Registration Rights Agreement ("Liquidated Damages"), the Company will
provide a direction or order in the form of a written notice ("Liquidated
Damages Notice") to the Trustee of its obligation to pay Liquidated Damages no
later than five Business Days prior to the proposed payment date set for the
amount of Liquidated Damages, and the Liquidated Damages Notice shall set forth
the amount of Liquidated Damages to be paid by the Company on such Payment Date
and direct the Trustee to make payment. The Trustee may conclusively rely on the
Liquidated Damages Notice received from the Company and will be protected in
acting accordance therewith without inquiry or investigation. The Trustee shall
not at any time be under any duty or responsibility to any Holder of Notes to
determine the Liquidated Damages, or with respect to the nature, extent or
calculation of the amount of Liquidated Damages when made, or with respect to
the method employed in such calculation of the Liquidated Damages.

                                   ARTICLE IV

                                SUCCESSOR COMPANY

                  SECTION 4.1. Merger and Consolidation. The Company will not
consolidate with or merge with or into, or convey, transfer, lease or otherwise
dispose of all or substantially all its assets to, any Person, unless:

                  (i)      the resulting, surviving or transferee Person (the
         "Successor Company") will be a corporation, partnership, trust or
         limited liability company organized and existing under the laws of the
         United States of America, any State of the United States or the
         District of Columbia and the Successor Company (if not the Company)
         will expressly assume, by supplemental indenture, executed and
         delivered to the Trustee, in form satisfactory to the Trustee, all the
         obligations of the Company under the Notes and the Indenture; provided
         that if the Successor Company is not a corporation, then a co-issuer of
         the Notes shall be created that is a corporation and organized and
         existing under the laws of the United States of America, any State of
         the United States or the District of Columbia;

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

                  (iii)    the Company shall have delivered to the Trustee an
         Officers' Certificate and an Opinion of Counsel, each stating that (a)
         such consolidation, merger or transfer and such supplemental indenture
         (if any) comply with this Indenture, (b) the Successor Company agrees
         to be bound by this Indenture and (c) that all conditions precedent
         relating to such transaction have been satisfied.

<PAGE>

                                      -34-

                  For purposes of this Article IV, the sale, lease, conveyance,
assignment, transfer, or other disposition of all or substantially all of the
properties and assets of one or more Subsidiaries of the Company, which
properties and assets, if held by the Company instead of such Subsidiaries,
would constitute all or substantially all of the properties and assets of the
Company on a consolidated basis, shall be deemed to be the transfer of all or
substantially all of the properties and assets of the Company.

                  The Successor Company will succeed to, and be substituted for,
and may exercise every right and power of, the Company under this Indenture,
but, in the case of a lease of all or substantially all its assets, the
predecessor Company will not be released from the obligation to pay the
principal of and interest on the Notes.

                                    ARTICLE V

                               REDEMPTION OF NOTES

                  SECTION 5.1. Optional Redemption. On or after October 2, 2010,
the Notes may be redeemed for cash, as a whole or from time to time in part,
subject to the conditions specified in the form of Note set forth in Exhibit A
hereto, which is hereby incorporated by reference and made a part of this
Indenture, in an amount equal to the Redemption Price.

                  SECTION 5.2. Applicability of Article. Redemption 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 5.3. Election to Redeem; Notice to Trustee. The
election of the Company to redeem any Notes pursuant to Section 5.1 shall be
evidenced by a Board Resolution. In case of any redemption at the election of
the Company, the Company shall, upon not later than the earlier of the date that
is 45 days prior to the Redemption Date fixed by the Company or the date on
which notice is given to the Holders (except as provided in Section 5.5 or
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, deliver to the Trustee such documentation and records as shall enable
the Trustee to select the Notes to be redeemed pursuant to Section 5.4 and
direct the Trustee to redeem the Notes in accordance with the Board Resolution.
Any such notice may be canceled at any time prior to notice of such redemption
being mailed to any Holder and shall thereby be void and of no effect.

                  SECTION 5.4. Selection by Trustee of Notes To Be Redeemed. If
less than all the Notes are to be redeemed at any time pursuant to an optional
redemption, the particular Notes to be redeemed shall be selected not more than
60 days prior to the Redemption Date by the Trustee, from the outstanding Notes
not previously called for redemption, in compliance with the

<PAGE>

                                      -35-

requirements of the principal securities exchange, if any, on which such Notes
are listed, or, if such Notes are not so listed, on a pro rata basis among the
classes of Notes, 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 the Notes; provided, however, that no such partial
redemption shall reduce the portion of the principal amount of a Note not
redeemed to less than $1,000.

                  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 method it has chosen for the selection of Notes and the
principal amount thereof to be redeemed and upon the Company's written approval
of such selection, the Trustee shall redeem the selected Notes.

                  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 5.5. Notice of Redemption. Notice of redemption shall
be given in the manner provided for in Section 14.2 not less than 30 nor more
than 60 days prior to the Redemption Date, to each Holder of Notes to be
redeemed. At the Company's request, 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 35 days prior to the Redemption
Date, an Officers' Certificate requesting that the Trustee give such notice at
the Company's expense and setting forth the information to be stated in such
notice as provided in the following items:

                  (i)      the Redemption Date,

                  (ii)     the Redemption Price and the amount of accrued
         interest to the Redemption Date payable as provided in Section 5.7, if
         any,

                  (iii)    if less than all outstanding Notes are to be
         redeemed, the aggregate principal amount of Notes to be redeemed and
         the aggregate principal amount of Notes to be outstanding after such
         partial redemption,

                  (iv)     in case any Note is to be redeemed in part only, the
         notice that 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,

                  (v)      that on the Redemption Date, 100% of the principal
         amount of the Notes to be redeemed (and accrued interest, if any, to
         the Redemption Date payable as provided in Section 5.7) 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,

<PAGE>

                                      -36-

         that interest on Notes called for redemption (or the portion thereof)
         will cease to accrue on and after said date,

                  (vi)     the place or places where such Notes are to be
         surrendered for payment of the redemption price and accrued interest,
         if any,

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

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

                  (ix)     the CUSIP number, 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 any redemption shall not be
         affected by any defect in such CUSIP numbers,

                  (x)      the paragraph of the Notes pursuant to which the
         Notes are to be redeemed,

                  (xi)     the then current Conversion Rate,

                  (xii)    that the Notes called for redemption may be converted
         at any time before the close of business on the Business Day
         immediately preceding the Redemption Date, and

                  (xiii)   the Holders who wish to convert Notes must comply
         with the procedures in paragraph 8 of the Notes.

                  SECTION 5.6. Deposit of Redemption Price. On or prior to any
Redemption Date, the Company shall deposit with the Trustee or with a Paying
Agent (or, if the Company is acting as its own Paying Agent, segregate and hold
in trust as provided in Section 2.4) an amount of money sufficient to pay the
redemption price of, and accrued interest on, all the Notes which are to be
redeemed on that date, other than Notes or portions of Notes called for
redemption that are beneficially owned by the Company and have been delivered by
the Company to the Trustee for cancellation.

                  SECTION 5.7. Notes Payable on Redemption Date. Notice of
redemption having been given as aforesaid, the Notes or portions of Notes so to
be redeemed shall, on the Redemption Date, become due and payable at a price
equal to the Redemption Price, and from and after such date (unless the Company
shall default in the payment of the Redemption Price) 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 to
the Redemption Date (subject to the rights of Holders of record on the relevant
record date to receive interest due on the relevant interest payment date).

<PAGE>

                                      -37-

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

                  SECTION 5.8. 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 2.35 (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 make available for delivery to the Holder of such
Note at the expense of the Company, 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.

                  If a Holder converts a portion of its Note prior to receipt of
the redemption notice for a Note to be redeemed only in part, the converted
portion will be deemed to be from the portion selected for redemption. In the
event of any redemption in part, the Company will not be required to (i) issue,
register the transfer of or exchange any Note during a period of 15 days before
the mailing of the redemption notice; or (ii) register the transfer of or
exchange any Note so selected for redemption, in whole or in part, except the
unredeemed portion of any Note being redeemed in part.

                                   ARTICLE VI

                        PURCHASE UPON A CHANGE IN CONTROL

                  SECTION 6.1. Purchase at the Option of the Holder upon a
Change in Control. If a Change in Control shall occur, each Holder shall have
the right, at such Holder's option, to require the Company to purchase any or
all of such Holder's Notes for cash on the date that is no later than 35 days
after the date of the Company Notice of the occurrence of such Change in Control
(subject to extension to comply with applicable law, as provided in Section 8.4)
(the "Change in Control Purchase Date"). The Notes shall be repurchased in
integral multiples of $1,000 of the principal amount. The Company shall purchase
such Notes at a price (the "Change in Control Purchase Price") equal to 100% of
the principal amount of the Notes to be purchased plus accrued and unpaid
interest, if any, and Liquidated Damages, if any, to the Change in Control
Purchase Date. No Notes may be purchased at the option of the Holders upon a
Change in Control if there has occurred and is continuing an Event of Default
(other than an Event of Default that is cured by the payment of the Change in
Control Purchase Price of the Notes).

<PAGE>

                                      -38-

                  SECTION 6.2. Notice of Change in Control. The Company, or at
its request (which must be received by the Paying Agent at least three Business
Days (or such lesser period as agreed to by the Paying Agent) prior to the date
the Paying Agent is requested to give such notice as described below), the
Paying Agent in the name of and at the expense of the Company, shall mail to all
Holders and the Trustee a Company Notice of the occurrence of a Change in
Control and of the purchase right arising as a result thereof, including the
information required by Section 8.1, on or before the 30th day after the
occurrence of such Change in Control.

                  SECTION 6.3. Exercise of Option. For a Note to be so purchased
at the option of the Holder, the Paying Agent must receive such Note duly
endorsed for transfer, together with a written notice of purchase (a "Change in
Control Purchase Notice") and the form entitled "Option of Holder to Elect
Purchase" on the reverse thereof duly completed, on or before the 35th day after
the date of the Company Notice of the occurrence of such Change in Control,
subject to extension to comply with applicable law, as provided in Section 8.4.
The Change in Control Purchase Notice shall state:

                  (i)      if the Notes are certificated, the certificate
         numbers of the Notes which the Holder shall deliver to be purchased,
         or, if the Notes are not certificated, the Change in Control Purchase
         Notice must comply with appropriate Depositary procedures;

                  (ii)     the portion of the principal amount of the Notes
         which the Holder shall deliver to be purchased, which portion must be
         $1,000 in principal amount or an integral multiple thereof; and

                  (iii)    that such Notes shall be purchased as of the Change
         in Control Purchase Date pursuant to the terms and conditions specified
         in paragraph 7 of the Notes and in this Indenture.

                  SECTION 6.4. Procedures. The Company shall purchase from a
Holder, pursuant to this Article VI, Notes if the principal amount of such Notes
is $1,000 or a multiple of $1,000 if so requested by such Holder.

                  Any purchase by the Company contemplated pursuant to the
provisions of this Article VI shall be consummated by the delivery of the Change
in Control Purchase Price to be received by the Holder promptly following the
later of the Change in Control Purchase Date or the time of book-entry transfer
or delivery of the Notes.

                  Notwithstanding anything herein to the contrary, any Holder
delivering to the Paying Agent the Change in Control Purchase Notice
contemplated by Section 6.3 shall have the right at any time prior to the close
of business on the Business Day prior to the Change in Control Purchase Date to
withdraw such Change in Control Purchase Notice (in whole or in part) by
delivery of a written notice of withdrawal to the Paying Agent in accordance
with Section 8.2.

<PAGE>

                                      -39-

                  The Paying Agent shall promptly notify the Company of the
receipt by it of any Change in Control Purchase Notice or written notice of
withdrawal thereof.

                  On or before the Change in Control Purchase Date, the Company
shall deposit with the Paying Agent (or if the Company or an Affiliate of the
Company is acting as the Paying Agent, shall segregate and hold in trust) money
sufficient to pay the aggregate Change in Control Purchase Price of the Notes to
be purchased pursuant to this Article VI. Payment by the Paying Agent of the
Change in Control Purchase Price for such Notes shall be made promptly following
the later of the Change in Control Purchase Date or the time of book-entry
transfer or delivery of such Notes. If the Paying Agent holds, in accordance
with the terms of this Indenture, money sufficient to pay the Change in Control
Purchase Price of such Notes on the Business Day following the Change in Control
Purchase Date, then, on and after such date, such Notes shall cease to be
outstanding and interest (including Liquidated Damages, if any) on such Notes
shall cease to accrue, whether or not book-entry transfer of such Notes is made
or such Notes are delivered to the Paying Agent, and all other rights of the
Holder shall terminate (other than the right to receive the Change in Control
Purchase Price upon delivery or transfer of the Notes). Nothing herein shall
preclude any withholding tax required by law.

                  The Company shall require each Paying Agent (other than the
Trustee) to agree in writing that the Paying Agent shall hold in trust for the
benefit of Holders or the Trustee all money held by the Paying Agent for the
payment of the Change in Control Purchase Price and shall notify the Trustee of
any default by the Company in making any such payment. If the Company or an
Affiliate of the Company acts as Paying Agent, it shall segregate the money held
by it as Paying Agent and hold it as a separate trust fund. The Company at any
time may require a Paying Agent to deliver all money held by it to the Trustee
and to account for any funds disbursed by the Paying Agent. Upon doing so, the
Paying Agent shall have no further liability for the cash delivered to the
Trustee.

                  All questions as to the validity, eligibility (including time
of receipt) and acceptance of any Notes for redemption shall be determined by
the Company, whose determination shall be final and binding.

                                   ARTICLE VII

                                OPTIONAL PURCHASE

                  SECTION 7.1. Purchase of Notes by the Company at the Option of
the Holder. (a) On each of October 1, 2010, October 1, 2015 and October 1, 2020
(each, a "Purchase Date"), Holders shall have the option to require the Company
to purchase any Notes at 100% of the amount of the Notes to be purchased plus
any accrued and unpaid interest and Liquidated Damages, if any, to such Purchase
Date, upon:

<PAGE>

                                      -40-

                  (1)      delivery to the Paying Agent by the Holder of a
         written notice of purchase (a "Purchase Notice") at any time from the
         opening of business on the date that is 20 Business Days prior to a
         Purchase Date until the close of business on the fifth Business Day
         prior to such Purchase Date, stating:

                           (i)      if the Notes are certificated, the
                  certificate numbers of the Notes which the Holder will deliver
                  to be purchased, or, if the Notes are not certificated, the
                  Purchase Notice must comply with appropriate Depositary
                  procedures;

                           (ii)     the portion of the principal amount of the
                  Notes which the Holder will deliver to be purchased, which
                  portion must be $1,000 in principal amount or an integral
                  multiple thereof; and

                           (iii)    that such Notes shall be purchased as of the
                  Purchase Date pursuant to the terms and conditions specified
                  in paragraph 7 of the Notes and in this Indenture; and

                  (2)      delivery or book-entry transfer of such Notes to the
         Paying Agent prior to, on or after the Purchase Date (together with all
         necessary endorsements) at the offices of the Paying Agent, such
         delivery or transfer being a condition to receipt by the Holder of the
         Purchase Price therefor; provided, however, that such Purchase Price
         shall be so paid pursuant to this Section 7.1 only if the Notes so
         delivered or transferred to the Paying Agent shall conform in all
         respects to the description thereof in the related Purchase Notice.

                  The Purchase Price with respect to Notes purchased on the
October 1, 2010 Purchase Date shall be paid in cash. The Purchase Price with
respect to any Note purchased on the October 1, 2015 Purchase Date or October 1,
2020 Purchase Date may be paid, at the Company's option, in cash, Common Stock
or a combination of cash and Common Stock; provided that the Company may elect
to terminate its right to pay Common Stock, in whole or in part, for any Note at
any time in its sole discretion. If the Company elects to pay the Purchase Price
in Common Stock or a combination of cash and Common Stock, the Common Stock will
be valued at 95% of the average of the Last Reported Sale Prices of the Common
Stock for the five Trading Days ending on the third Trading Day preceding the
applicable Purchase Date.

                  (b)      The Company shall purchase from a Holder, pursuant to
the terms of this Section 7.1, Notes if the principal amount of such Notes is
$1,000 or a multiple of $1,000 if so requested by such Holder.

                  (c)      Any purchase by the Company contemplated pursuant to
the provisions of this Section 7.1 shall be consummated by the delivery of the
Purchase Price to be received by the Holder promptly following the later of the
Purchase Date or the time of book-entry transfer or delivery of the Notes.

<PAGE>

                                      -41-

                  (d)      Notwithstanding anything herein to the contrary, any
Holder delivering to the Paying Agent the Purchase Notice contemplated by this
Section 7.1 shall have the right at any time prior to the close of business on
the Business Day prior to the Purchase Date to withdraw such Purchase Notice (in
whole or in part) by delivery of a written notice of withdrawal to the Paying
Agent in accordance with Section 8.2.

                  (e)      The Paying Agent shall promptly notify the Company of
the receipt by it of any Purchase Notice or written notice of withdrawal
thereof.

                  (f)      On or before the Purchase Date, the Company shall
deposit with the Paying Agent (or if the Company or an Affiliate of the Company
is acting as the Paying Agent, shall segregate and hold in trust) cash
sufficient to pay the aggregate cash Purchase Price of the Notes to be purchased
pursuant to this Section 7.1. Payment by the Paying Agent of the Purchase Price
for such Notes shall be made promptly following the later of the Purchase Date
or the time of book-entry transfer or delivery of such Notes. If the Paying
Agent holds, in accordance with the terms of this Indenture, cash and/or Common
Stock, as the case may be, sufficient to pay the Purchase Price of such Notes on
the Business Day following the Purchase Date, then, on and after such date, such
Notes shall cease to be outstanding and interest and Liquidated Damages, if any,
on such Notes shall cease to accrue, whether or not book-entry transfer of such
Notes is made or such Notes are delivered to the Paying Agent, and all other
rights of the Holder shall terminate (other than the right to receive the
Purchase Price upon delivery or transfer of the Notes).

                  (g)      The Company shall require each Paying Agent (other
than the Trustee) to agree in writing that the Paying Agent shall hold in trust
for the benefit of Holders or the Trustee all cash held by the Paying Agent for
the payment of the Purchase Price and shall notify the Trustee of any default by
the Company in making any such payment. If the Company or an Affiliate of the
Company acts as Paying Agent, it shall segregate the cash and/or Common Stock,
as the case may be, held by it as Paying Agent and hold it as a separate trust
fund. The Company at any time may require a Paying Agent to deliver all cash
and/or Common Stock, as the case may be, held by it to the Trustee and to
account for any funds disbursed by the Paying Agent. Upon doing so, the Paying
Agent shall have no further liability for the cash and/or Common Stock, as the
case may be, delivered to the Trustee.

                                  ARTICLE VIII

          CONDITIONS AND PROCEDURES FOR PURCHASES AT OPTION OF HOLDERS

                  SECTION 8.1. Notice of Purchase Date or Change in Control. The
Company shall send notices (each, a "Company Notice") to the Holders (and to
beneficial owners as required by applicable law) at their addresses shown in the
Note Register maintained by the Note

<PAGE>

                                      -42-

Registrar, and delivered to the Trustee and Paying Agent, not less than 20
Business Days prior to each Purchase Date, in accordance with Section 7.1
hereof, or on or before the 30th day after the occurrence of the Change in
Control, in accordance with Section 6.2 hereof, as the case may be (each such
date of delivery, a "Company Notice Date"). Each Company Notice shall include a
form of Purchase Notice or Change in Control Purchase Notice to be completed by
a Holder and shall state:

                  (i)      the applicable Purchase Price (and, whether the
         Purchase Price will be paid in cash, Common Stock or the combination
         thereof) or Change in Control Purchase Price, excluding accrued and
         unpaid interest, Conversion Rate at the time of such notice (and any
         adjustments to the Conversion Rate) and, to the extent known at the
         time of such notice, the amount of interest and Liquidated Damages, if
         any, that will be payable with respect to the Notes on the applicable
         Purchase Date or Change in Control Purchase Date;

                  (ii)     if the notice relates to a Change in Control, the
         events causing the Change in Control and the date of the Change in
         Control;

                  (iii)    the Purchase Date or Change in Control Purchase Date;

                  (iv)     the last date on which a Holder may exercise its
         purchase right;

                  (v)      the name and address of the Paying Agent and the
         Conversion Agent;

                  (vi)     that Notes must be surrendered to the Paying Agent to
         collect payment of the Purchase Price or Change in Control Purchase
         Price;

                  (vii)    that Notes as to which a Purchase Notice or Change in
         Control Purchase Notice has been given may be converted only if the
         applicable Purchase Notice or Change in Control Purchase Notice has
         been withdrawn in accordance with the terms of this Indenture;

                  (viii)   that the Purchase Price or Change in Control Purchase
         Price for any Notes as to which a Purchase Notice or a Change in
         Control Purchase Notice, as applicable, has been given and not
         withdrawn shall be paid by the Paying Agent promptly following the
         later of the Purchase Date or Change in Control Purchase Date, as
         applicable, or the time of book-entry transfer or delivery of such
         Notes;

                  (ix)     the procedures the Holder must follow under Article
         VI or VII hereof, as applicable, and this Article VIII;

                  (x)      briefly, the conversion rights of the Notes;

<PAGE>

                                      -43-

                  (xi)     that, unless the Company defaults in making payment
         of such Purchase Price or Change in Control Purchase Price on Notes
         covered by any Purchase Notice or Change in Control Purchase Notice, as
         applicable, interest and Liquidated Damages, if any, will cease to
         accrue on and after the Purchase Date or Change in Control Purchase
         Date, as applicable;

                  (xii)    the CUSIP or ISIN number of the Notes; and

                  (xiii)   the procedures for withdrawing a Purchase Notice or
         Change in Control Purchase Notice.

                  In connection with providing such Company Notice, the Company
will issue a press release and publish a notice containing the information in
such Company Notice in a newspaper of general circulation in the City of New
York or publish such information on the Company's then existing website or
through such other public medium as the Company may use at the time.

                  At the Company's request, made at least five Business Days
prior to the date upon which such notice is to be mailed, and at the Company's
expense, the Paying Agent shall give the Company Notice in the Company's name to
the Holders; provided, however, that, in all cases, the text of the Company
Notice shall be prepared by the Company.

                  SECTION 8.2. Effect of Purchase Notice or Change in Control
Purchase Notice; Effect of Event of Default. Upon receipt by the Company of the
Purchase Notice or Change in Control Purchase Notice specified in Section 7.1 or
Section 6.2, as applicable, the Holder of the Notes in respect of which such
Purchase Notice or Change in Control Purchase Notice, as the case may be, was
given shall (unless such Purchase Notice or Change in Control Purchase Notice is
withdrawn as specified in the following two paragraphs) thereafter be entitled
to receive solely the Purchase Price or Change in Control Purchase Price with
respect to such Notes. Such Purchase Price or Change in Control Purchase Price
shall be paid by the Paying Agent to such Holder promptly following the later of
(i) the Purchase Date or the Change in Control Purchase Date, as the case may
be, with respect to such Notes (provided the conditions in Section 7.1 or
Section 6.2, as applicable, have been satisfied) and (ii) the time of delivery
or book-entry transfer of such Notes to the Paying Agent by the Holder thereof
in the manner required by Section 7.1 or Section 6.4, as applicable. Notes in
respect of which a Purchase Notice or Change in Control Purchase Notice, as the
case may be, has been given by the Holder thereof may not be converted for
shares of Common Stock on or after the date of the delivery of such Purchase
Notice or Change in Control Purchase Notice, as the case may be, unless such
Purchase Notice or Change in Control Purchase Notice, as the case may be, has
first been validly withdrawn as specified in the following two paragraphs.

                  A Purchase Notice or Change in Control Purchase Notice, as the
case may be, may be withdrawn by means of a written notice of withdrawal
delivered to the office of the Paying Agent at any time prior to 5:00 p.m. New
York City time on the Business Day prior to the

<PAGE>

                                      -44-

Purchase Date or the Change in Control Purchase Date, as the case may be, to
which it relates specifying:

                  (i)      if the Notes are certificated, the certificate number
         of the Notes in respect of which such notice of withdrawal is being
         submitted, or, if not certificated, the written notice of withdrawal
         must comply with appropriate Depositary procedures;

                  (ii)     the principal amount of the Notes with respect to
         which such notice of withdrawal is being submitted; and

                  (iii)    the principal amount, if any, of such Notes which
         remains subject to the original Purchase Notice or Change in Control
         Purchase Notice, as the case may be, and which has been or shall be
         delivered for purchase by the Company.

                  There shall be no purchase of any Notes pursuant to Article VI
or Article VII hereof if an Event of Default has occurred and is continuing
(other than a default that is cured by the payment of the Purchase Price or
Change in Control Purchase Price, as the case may be). The Paying Agent shall
promptly return to the respective Holders thereof any Notes (i) with respect to
which a Purchase Notice or Change in Control Purchase Notice, as the case may
be, has been withdrawn in compliance with this Indenture, or (ii) held by it
during the continuance of an Event of Default (other than a default that is
cured by the payment of the Purchase Price or Change in Control Purchase Price,
as the case may be) in which case, upon such return, the Purchase Notice or
Change in Control Purchase Notice with respect thereto shall be deemed to have
been withdrawn.

                  SECTION 8.3. Notes Purchased in Part. Any Notes that are to be
purchased only in part shall be surrendered at the office of the Paying Agent
(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 or the
Authenticating Agent shall authenticate and deliver to the Holder of such Notes,
without service charge, a new Note or Notes, of any authorized denomination as
requested by such Holder in aggregate principal amount equal to, and in exchange
for, the portion of the principal amount of the Notes so surrendered which is
not purchased or redeemed.

                  SECTION 8.4. Covenant to Comply with Securities Laws upon
Purchase of Notes. In connection with any offer to purchase Notes under Article
VI or Article VII hereof, the Company shall, to the extent applicable, (a)
comply with Rules 13e-4 and 14e-1 (and any successor provisions thereto) under
the Exchange Act, if applicable; (b) file the related Schedule TO (or any
successor schedule, form or report) under the Exchange Act, if applicable; and
(c) otherwise comply with all applicable federal and state securities laws so as
to permit the rights and obligations under Article VI or Article VII hereof to
be exercised in the time and in the manner specified in Article VI or Article
VII hereof.

<PAGE>

                                      -45-

                  SECTION 8.5. Repayment to the Company. The Trustee and the
Paying Agent shall return to the Company any cash or property that remains
unclaimed as provided in paragraph 11 of the Notes, together with interest that
the Trustee or Paying Agent, as the case may be, has agreed to pay, if any, held
by them for the payment of a Purchase Price or Change in Control Purchase Price,
as the case may be; provided, however, that to the extent that the aggregate
amount of cash or property deposited by the Company pursuant to Section 7.1(f)
or 6.4, as applicable, exceeds the aggregate Purchase Price or Change in Control
Purchase Price, as the case may be, of the Notes or portions thereof which the
Company is obligated to purchase as of the Purchase Date or Change in Control
Purchase Date, as the case may be, then promptly on and after the Business Day
immediately following the Purchase Date or Change in Control Purchase Date, as
the case may be, the Trustee and the Paying Agent shall return any such excess
to the Company together with interest that the Trustee or Paying Agent, as the
case may be, has agreed to pay, if any.

                  SECTION 8.6. Officers' Certificate. At least five Business
Days before the Company Notice Date, the Company shall deliver an Officers'
Certificate to the Trustee (provided that at the Company's option, the matters
to be addressed in such Officers' Certificate may be divided among two such
certificates) specifying:

                  (i)      the manner of payment selected by the Company; and

                  (ii)     whether the Company desires the Trustee to give the
         Company Notice to the Holders required by Section 8.1 herein.

                                   ARTICLE IX

                               CONVERSION OF NOTES

                  SECTION 9.1. Right To Convert. A Holder may convert its Notes
for Common Stock at any time during which the following conditions are met:

                  (a)      if, in any Conversion Period on any date on or prior
         to October 1, 2018, the Last Reported Sale Price of the Common Stock
         for at least twenty Trading Days in a period of thirty consecutive
         Trading Days ending on the first day of such Conversion Period was more
         than 120% of the applicable Conversion Price;

                  (b)      if, on any date after October 1, 2018, the Last
         Reported Sale Price of the Common Stock is more than 120% of the
         applicable Conversion Price (and, in such event, the Notes shall be
         convertible into Common Stock at any time thereafter, subject to the
         conditions of this Article IX);

<PAGE>

                                     -46-

                  (c)      during any period in which both (A) the credit rating
         assigned to the Notes by Moody's Investors Service, Inc. is Caa1 or
         lower and (B) the credit rating assigned to the Notes by Standard &
         Poor's Ratings Services is CCC+ or lower;

                  (d)      during any period in which neither Moody's Investors
         Services, Inc. (or its successors) nor Standard & Poors Rating Services
         (or its successors) continues to assign credit ratings to the Notes;

                  (e)      in the event that the Company calls the Notes for
         redemption, at any time prior to the close of business on the second
         Business Day immediately preceding the Redemption Date;

                  (f)      for the five Business Day period after any five
         consecutive Trading Day period in which the average of the closing
         trading prices for the Notes (as determined by the Bid Solicitation
         Agent) for such five Trading Day Period was less than 97% of the
         average Conversion Value for the Notes during that period; provided,
         however, that if such Trading Day period ends after October 1, 2018
         and, on the Conversion Date, the Last Reported Sale Price of the Common
         Stock is greater than the applicable Conversion Price and less than or
         equal to 120% of the applicable Conversion Price, a Note is surrendered
         for conversion and the Notes are not otherwise convertible, the Company
         may satisfy such conversion, at its option, in cash, Common Stock or a
         combination of cash and Common Stock with a value equal to the
         principal amount of such Note to be converted (any such Common Stock so
         utilized to satisfy such conversion pursuant to this proviso will be
         valued at 100% of the average of the Last Reported Sale Prices of the
         Common Stock for the five Trading Days ending on the third Trading Day
         preceding the Conversion Date);

                  (g)      the Company becomes a party to a consolidation,
         merger or binding share exchange pursuant to which the Common Stock
         would be converted into cash or property (other than securities), in
         which case a Holder may surrender Notes for conversion at any time from
         and after the date which is 15 days prior to the anticipated effective
         date for the transaction until 15 days after the actual effective date
         of such transaction; or

                  (h)      the Company elects to (i) distribute to all or
         substantially all holders of Common Stock assets, debt securities or
         Capital Stock of the Company, which distribution has a per share value
         as determined by the Board of Directors exceeding 10% of the Last
         Reported Sale Price of a share of Common Stock on the Trading Day
         immediately preceding the declaration date for such distribution, or
         (ii) distribute to all or substantially all holders of Common Stock
         rights, options or warrants entitling them to purchase shares of Common
         Stock at less than the Last Reported Sale Price of Common Stock on the
         Trading Day immediately preceding the declaration date of the
         distribution. In the case of the foregoing clauses (i) and (ii), the
         Company must notify the Holders at least 20 Business Days immediately
         prior to the ex-dividend date for such distribution. Once the Company
         has given such notice, Holders may surrender their Notes for conversion
         at any

<PAGE>

                                      -47-

         time thereafter until the earlier of the close of business on the
         Business Day immediately prior to the ex-dividend date or the Company's
         announcement that such distribution will not take place even if the
         Notes are not convertible at such time; provided, however, that a
         Holder may not exercise this right to convert if the Holder may
         participate in the distribution without conversion. As used herein, the
         term "ex dividend date" or "ex-date" when used with respect to any
         issuance or distribution, shall mean the first date upon which a sale
         of shares of Common Stock does not automatically transfer the right to
         receive the relevant dividend from the seller of such Common Stock to
         its buyer.

                  The number of shares of Common Stock issuable upon conversion
of a Note per $1,000 principal amount (the "Conversion Rate") shall be that set
forth in paragraph 8 in the Notes, subject to adjustment as herein set forth.
The initial Conversion Rate is 21.0686 shares of Common Stock issuable upon
conversion of a Note per $1,000 principal amount.

                  A Holder may convert a portion of the principal amount of
Notes if the portion is $1,000 or a multiple of $1,000.

                  SECTION 9.2. Conversion Procedures. To convert Notes, a Holder
must satisfy the requirements in this Section 9.2 and in paragraph 8 of the
Notes. The date on which the Holder satisfies all those requirements and
delivers an irrevocable conversion notice, together, if the Notes are in
certificated form, with the certificated Note, to the Conversion Agent along
with appropriate endorsements and transfer documents, if required, and pay any
transfer or similar tax, if required, is the conversion date (the "Conversion
Date"). As soon as practicable, but in no event later than the fifth Business
Day following the Conversion Date, the Company shall deliver to the Holder,
through the Conversion Agent, a certificate for the number of full shares of
Common Stock issuable upon the conversion and cash in lieu of any fractional
share determined pursuant to Section 9.3. Upon conversion, the Company may
choose to deliver, in lieu of shares of Common Stock, cash or a combination of
cash and shares of Common Stock as set forth in Section 9.16. The Person in
whose name the certificate is registered shall be treated as a stockholder of
record on and after the Conversion Date; provided, however, that no surrender of
Notes on any date when the stock transfer books of the Company shall be closed
shall be effective to constitute the Person or Persons entitled to receive the
shares of Common Stock upon such conversion as the record holder or holders of
such shares of Common Stock on such date, but such surrender shall be effective
to constitute the Person or Persons entitled to receive such shares of Common
Stock as the record holder or holders thereof for all purposes at the close of
business on the next succeeding day on which such stock transfer books are open;
such conversion shall be at the Conversion Rate in effect on the date that such
Notes shall have been surrendered for conversion, as if the stock transfer books
of the Company had not been closed. Upon conversion of Notes, such Person shall
no longer be a Holder of such Notes.

                  No payment or adjustment shall be made for dividends on or
other distributions with respect to any Common Stock except as provided in
Section 9.6 or as otherwise provided in this Indenture.

<PAGE>

                                      -48-

                  On conversion of Notes, that portion of accrued interest, if
any, with respect to the converted Notes shall not be canceled, extinguished or
forfeited, but rather shall be deemed to be paid in full to the Holder thereof
through delivery of the Common Stock (together with the cash payment, if any, in
lieu of fractional shares) or cash or a combination of cash and Common Stock in
exchange for the Notes being converted pursuant to the provisions hereof, and
the cash or the Fair Market Value of such shares of Common Stock (together with
any such cash payment in lieu of fractional shares) shall be treated as issued,
to the extent thereof, first in exchange for interest accrued and unpaid through
the Conversion Date and the balance, if any, of such Fair Market Value of such
cash or Common Stock (and any such cash payment) shall be treated as issued in
exchange for the principal amount of the Notes being converted pursuant to the
provisions hereof. Notwithstanding conversion of any Notes, the Holders of the
Notes and any Common Stock issuable upon conversion thereof will continue to be
entitled to receive Liquidated Damages in accordance with the Registration
Rights Agreement.

                  If a Holder converts more than one Note at the same time, the
number of shares of Common Stock issuable upon the conversion shall be based on
the total principal amount of the Notes converted.

                  Upon surrender of a Note that is converted in part, the
Company shall execute, and the Trustee or the Authenticating Agent shall
authenticate and deliver to the Holder, a new Note in an authorized denomination
equal in principal amount to the unconverted portion of the Note surrendered.

                  If the last day on which Notes may be converted is not a
Business Day in a place where a Conversion Agent is located, the Notes may be
surrendered to that Conversion Agent on the next succeeding Business Day.

                  Holders that have already delivered a Change in Control
Purchase Notice with respect to a Note, may not surrender such Note for
conversion until the Change in Control Purchase Notice has been withdrawn in
accordance with the procedures set forth in Section 8.2.

                  SECTION 9.3. Cash Payments in Lieu of Fractional Shares. The
Company shall not issue a fractional share of Common Stock upon conversion of
Notes. Instead the Company shall deliver cash for the current market value of
the fractional share. The current market value of a fractional share shall be
determined to the nearest 1/10,000th of a share by multiplying the Last Reported
Sale Price of a full share of Common Stock on the Trading Day immediately
preceding the Conversion Date by the fractional amount and rounding the product
to the nearest whole cent.

                  SECTION 9.4. Taxes on Conversion. If a Holder converts Notes,
the Company shall pay any documentary, stamp or similar issue or transfer tax
due on the issue of shares of Common Stock upon the conversion. However, the
Holder shall pay any such tax which is due because the Holder requests the
shares to be issued in a name other than the Holder's name. The Conversion Agent
may refuse to deliver the certificates representing the Common Stock being

<PAGE>

                                      -49-

issued in a name other than the Holder's name until the Conversion Agent
receives a sum sufficient to pay any tax which shall be due because the shares
are to be issued in a name other than the Holder's name. Nothing herein shall
preclude any withholding tax required by law.

                  SECTION 9.5. Covenants of the Company. The Company shall,
prior to issuance of any Notes hereunder, and from time to time as may be
necessary, reserve out of its authorized but unissued Common Stock a sufficient
number of shares of Common Stock to permit the conversion of the Notes.

                  All shares of Common Stock delivered upon conversion of the
Notes shall be newly issued shares or treasury shares, shall be duly and validly
issued and fully paid and nonassessable and shall be free from preemptive rights
and free of any lien or adverse claim.

                  The Company shall endeavor promptly to comply with all federal
and state securities laws regulating the order and delivery of shares of Common
Stock upon the conversion of Notes, if any, and shall cause to have listed or
quoted all such shares of Common Stock on each United States national securities
exchange or over-the-counter or other domestic market on which the Common Stock
is then listed or quoted.

                  SECTION 9.6. Adjustments to Conversion Rate. The Conversion
Rate shall be adjusted from time to time, without duplication, as follows:

                  (a)      In case the Company shall (i) pay a dividend, or make
         a distribution on its Common Stock, exclusively in shares of its Common
         Stock or other Capital Stock of the Company; (ii) subdivide or split
         its outstanding Common Stock into a greater number of shares; (iii)
         combine or reclassify its outstanding Common Stock into a smaller
         number of shares; or (iv) issue by reclassification of the shares of
         Common Stock any shares of the Company's Capital Stock, the Conversion
         Rate in effect immediately prior to the record date or effective date,
         as the case may be, for the adjustment pursuant to this Section 9.6(a)
         as described below, shall be adjusted so that the Holder of any Notes
         thereafter surrendered for conversion shall be entitled to receive the
         number of shares of Common Stock and/or Capital Stock which such Holder
         would have owned or have been entitled to receive after the happening
         of any of the events described above had such Notes been converted
         immediately prior to such record date or effective date, as the case
         may be. An adjustment made pursuant to this Section 9.6(a) shall become
         effective immediately after the applicable record date in the case of a
         dividend or distribution and shall become effective immediately after
         the applicable effective date in the case of subdivision, combination
         or reclassification of the Common Stock. If any dividend or
         distribution of the type described in clause (i) above is not so paid
         or made, the Conversion Rate shall again be adjusted to the Conversion
         Rate that would then be in effect if such dividend or distribution had
         not been declared.

                  (b)      In case the Company at any time or from time to time
         after the issuance of the Notes shall issue rights or warrants to all
         or substantially all holders of the Common

<PAGE>

                                      -50-

         Stock entitling them to subscribe for or purchase Common Stock at a
         price per share less than the Market Price per share of Common Stock on
         the record date fixed for determination of shareholders entitled to
         receive such rights or warrants, the Conversion Rate in effect
         immediately after such record date shall be adjusted so that the same
         shall equal the Conversion Rate determined by multiplying the
         Conversion Rate in effect immediately after such record date by a
         fraction of which (i) the numerator shall be the number of shares of
         Common Stock outstanding on such record date plus the number of
         additional shares of Common Stock offered for subscription or purchase,
         and (ii) the denominator shall be the number of shares of Common Stock
         outstanding on such record date plus the number of shares which the
         aggregate offering price of the total number of shares so offered would
         purchase at the Market Price per share of Common Stock on the earlier
         of such record date or the Trading Day immediately preceding the ex
         date for such issuance of rights or warrants. Such adjustment shall be
         made successively whenever any such rights or warrants are issued, and
         shall become effective immediately after the opening of business on the
         day following the record date for the determination of shareholders
         entitled to receive such rights or warrants. To the extent that shares
         of Common Stock are not delivered after the expiration of such rights
         or warrants, the Conversion Rate shall be readjusted to the Conversion
         Rate which would then be in effect had the adjustments made upon the
         issuance of such rights or warrants been made on the basis of delivery
         of only the number of shares of Common Stock actually delivered. If
         such rights or warrants are not so issued, the Conversion Rate shall
         again be adjusted to be the Conversion Rate which would then be in
         effect if such record date for the determination of shareholders
         entitled to receive such rights or warrants had not been fixed. In
         determining whether any rights or warrants entitle the holders to
         subscribe for or purchase shares of Common Stock at less than such
         Market Price, and in determining the aggregate offering price of such
         shares of Common Stock, there shall be taken into account any
         consideration received by the Company for such rights or warrants, the
         value of such consideration, if other than cash, to be determined by
         the Board of Directors.

                  (c)      In case the Company shall, by dividend or in a
         merger, amalgamation or consolidation or otherwise, distribute to all
         holders of Common Stock any evidences of indebtedness, shares of
         Capital Stock of any class or series, other securities, cash or assets
         (excluding (i) any dividend, distribution or issuance covered by those
         referred to in Section 9.6(a) or 9.6(b) hereof and (ii) any dividend or
         distribution paid exclusively in cash, shares of Capital Stock or
         similar Equity Interests in the case of a Spin-Off referred to in
         Section 9.6(e) hereof, and any dividend or distribution paid
         exclusively in cash referred to in Section 9.6(d) hereof (any of the
         foregoing hereinafter in this Section 9.6(c) called the "Distributed
         Assets or Notes") in an aggregate amount per share of Common Stock
         that, combined together with the aggregate amount of any other such
         distributions to all holders of its Common Stock made within the 12
         months preceding the date of payment of such distribution, and in
         respect of which no adjustment pursuant to this Section 9.6(c) has been
         made, exceeds 10% of the Distribution Adjustment Market Price on the
         Trading Day immediately preceding the declaration of such distribution,
         then the

<PAGE>

                                      -51-

         Conversion Rate shall be adjusted so that the same shall equal the
         Conversion Rate determined by dividing the Conversion Rate in effect
         immediately prior to the close of business on the record date fixed for
         determination of stockholders entitled to receive such distribution
         below by a fraction of which (A) the numerator shall be the
         Distribution Adjustment Market Price per share of the Common Stock on
         the earlier of such record date or the Trading Day immediately
         preceding the ex date for such dividend or distribution, and (B) the
         denominator shall be (1) the Distribution Adjustment Market Price per
         share of the Common Stock on the earlier of such record date or the
         Trading Day immediately preceding the ex date for such dividend or
         distribution plus (2) the Fair Market Value on the earlier of such
         record date or the Trading Day immediately preceding the ex date for
         such dividend or distribution (as determined in good faith by the Board
         of Directors, whose determination shall be conclusive, and described in
         a certificate filed with the Trustee and the Paying Agent) of the
         Distributed Assets or Notes so distributed applicable to one share of
         Common Stock. Such adjustment shall become effective immediately after
         the record date for the determination of shareholders entitled to
         receive such distribution; provided, however, that, if (i) the Fair
         Market Value of the portion of the Distributed Assets or Notes so
         distributed applicable to one share of Common Stock is equal to or
         greater than the Distribution Adjustment Market Price of the Common
         Stock on the record date for the determination of shareholders entitled
         to receive such distribution or (ii) the Distribution Adjustment Market
         Price of the Common Stock on the record date for the determination of
         shareholders entitled to receive such distribution is greater than the
         Fair Market Value per share of such Distributed Assets or Notes by less
         than $1.00, then, in lieu of the foregoing adjustment, adequate
         provision shall be made so that each Holder shall have the right to
         receive upon conversion, in addition to the shares of Common Stock, the
         kind and amount of assets, debt securities, or rights or warrants
         comprising the Distributed Assets or Notes the Holder would have
         received had such Holder converted such Notes immediately prior to the
         record date for the determination of shareholders entitled to receive
         such distribution. In the event that such distribution is not so paid
         or made, the Conversion Rate shall again be adjusted to the Conversion
         Rate which would then be in effect if such distribution had not been
         declared.

                  (d)      In case the Company shall make any distributions, by
         dividend or otherwise, during any Semi-Annual Interest Payment Period
         consisting exclusively of cash to all or substantially all holders of
         outstanding shares of Common Stock, then, and in each such case, the
         Conversion Rate shall be adjusted so that the same shall equal the
         Conversion Rate determined by dividing the Conversion Rate in effect
         immediately prior to the close of business on the record date fixed for
         the determination of holders of Common Stock entitled to receive such
         distribution by a fraction of which (A) the numerator shall be the
         Market Price per share of the Common Stock on the earlier of such
         record date or the Trading Day immediately preceding the ex date for
         such dividend or distribution and (B) the denominator shall be (1) the
         Market Price per share of Common Stock on the earlier of such record
         date or the Trading Day immediately preceding the ex date for such
         dividend or distribution plus (2) the amount per share of such
         distributions (appropriately

<PAGE>

                                      -52-

         adjusted from time to time for any stock dividends on or subdivisions
         or combination of Common Stock).

                  (e)      With respect to Section 9.6(c) above, in the event
         that the Company makes any distribution to all holders of Common Stock
         consisting of Equity Interests in a Subsidiary or other business unit
         of the Company, the Conversion Rate shall be adjusted so that the same
         shall equal the Conversion Rate determined by dividing the Conversion
         Rate in effect immediately prior to the close of business on the record
         date fixed for the determination of holders of Common Stock entitled to
         receive such distribution by a fraction of which (i) the numerator
         shall be the Spin-Off Market Price per share of the Common Stock on
         such record date and (ii) the denominator shall be (x) the Spin-Off
         Market Price per share of the Common Stock on such record date plus (y)
         the Spin-Off Market Price per Equity Interest of the Subsidiary or
         other business unit of the Company on such record date. The adjustment
         to the Conversion Rate set forth in this Section 9.6(e) will occur at
         the earlier of (1) the 10th Trading Day from, and including, the
         effective date of the Spin-Off and (2) the date of the Initial Public
         Offering of the securities being distributed in the Spin-Off, if that
         Initial Public Offering is effected simultaneously with the Spin-Off.

                  (f)      Upon conversion of the Notes, the Holders shall
         receive, if they receive shares of Common Stock, in addition to the
         Common Stock issuable upon such conversion, the rights issued under any
         shareholder rights plan the Company implements (notwithstanding the
         occurrence of an event causing such rights to separate from the Common
         Stock at or prior to the time of conversion) unless, prior to
         conversion, the rights have expired, terminated or been redeemed or
         exchanged in accordance with the rights plan. If, and only if, the
         Holders of Notes receive rights under such shareholder rights plans as
         described in the preceding sentence upon conversion of their Notes,
         then no other adjustment pursuant to this Section 9.6 shall be made in
         connection with such shareholder rights plans.

                  (g)      For purposes of this Section 9.6, the number of
         shares of Common Stock at any time outstanding shall not include shares
         held in the treasury of the Company but shall include shares issuable
         in respect of scrip certificates issued in lieu of fractions of shares
         of Common Stock. The Company shall not pay any dividend or make any
         distribution on shares of Common Stock held in the treasury of the
         Company.

                  (h)      Notwithstanding the foregoing, in the event of an
         adjustment pursuant to Sections 9.6(c), (d) or (e), the "Maximum
         Conversion Rate" shall initially be 28.6533 and shall be appropriately
         adjusted from time to time pursuant to any adjustments in Section
         9.6(a) and Section 9.6(b) hereof.

                  SECTION 9.7. Calculation Methodology. No adjustment in the
Conversion Price need be made unless the adjustment would require an increase or
decrease of at least 1% in the Conversion Price then in effect, provided that
any adjustment that would otherwise be

<PAGE>

                                      -53-

required to be made shall be carried forward and taken into account in any
subsequent adjustment. Except as stated in this Article IX, the Conversion Rate
will not be adjusted for the issuance of Common Stock or any securities
convertible into or exchangeable for Common Stock or carrying the right to
purchase any of the foregoing. All calculations under Article VIII, Section 9.6
and this Section 9.7 shall be made to the nearest cent or to the nearest
1/10,000th of a share, as the case may be.

                  SECTION 9.8. When No Adjustment Required. No adjustment to the
Conversion Rate need be made:

                  (i)      upon the issuance of any shares of Common Stock
         pursuant to any present or future plan providing for the reinvestment
         of dividends or interest payable on securities of the Company and the
         investment of additional optional amounts in shares of Common Stock
         under any plan;

                  (ii)     upon the issuance of any shares of Common Stock or
         options or rights to purchase those shares pursuant to any present or
         future employee, director or consultant benefit plan or program of or
         assumed by the Company or any of its Subsidiaries;

                  (iii)    upon the issuance of any shares of Common Stock
         pursuant to any option, warrant, right, or exercisable, exchangeable or
         convertible security not described in paragraph (ii) above and
         outstanding as of the date of this Indenture;

                  (iv)     for a change in the par value or no par value of the
         Common Stock; or

                  (v)      for accrued and unpaid interest (including Liquidated
         Damages, if any).

                  To the extent the Notes become convertible into cash, assets,
or property (other than capital stock of the Company or securities to which
Section 9.12 applies), no adjustment shall be made thereafter as to the cash,
assets or property. Interest shall not accrue on such cash.

                  SECTION 9.9. Notice of Adjustment. Whenever the Conversion
Rate is adjusted, the Company shall promptly mail to Holders a notice of the
adjustment. The Company shall file with the Trustee and the Conversion Agent
such notice. The certificate shall, absent manifest error, be conclusive
evidence that the adjustment is correct. Neither the Trustee nor any Conversion
Agent shall be under any duty or responsibility with respect to any such
certificate except to exhibit the same to any Holder desiring inspection
thereof.

                  SECTION 9.10. Voluntary Increase. The Company may make such
increases in the Conversion Rate, in addition to those required by Section 9.6,
as the Board of Directors considers to be advisable to avoid or diminish any
income tax to holders of Common Stock or rights to purchase Common Stock
resulting from any dividend or distribution of stock (or rights to acquire
stock) or from any event treated as such for income tax purposes. To the extent
permitted by applicable law, the Company may from time to time increase the
Conversion Rate by any

<PAGE>

                                      -54-

amount for any period of time if the period is at least 20 days, the increase is
irrevocable during the period and the Board of Directors shall have made a
determination that such increase would be in the best interests of the Company,
which determination shall be conclusive. Whenever the Conversion Rate is so
increased, the Company shall mail to Holders and file with the Trustee and the
Conversion Agent a notice of such increase. Neither the Trustee nor any
Conversion Agent shall be under any duty or responsibility with respect to any
such notice except to exhibit the same to any Holder desiring inspection
thereof. The Company shall mail the notice at least 15 days before the date the
increased Conversion Rate takes effect. The notice shall state the increased
Conversion Rate and the period it shall be in effect.

                  SECTION 9.11. Notice to Holders Prior to Certain Actions. In
case:

                  (a)      The Company shall declare a dividend (or any other
         distribution) on its Common Stock that would require an adjustment in
         the Conversion Rate pursuant to Section 9.6;

                  (b)      The Company shall authorize the granting to all or
         substantially all the holders of its Common Stock of rights or warrants
         to subscribe for or purchase any share of any class or any other rights
         or warrants;

                  (c)      Of any reclassification or reorganization of the
         Common Stock of the Company (other than a subdivision or combination of
         its outstanding Common Stock, or a change in par value, or from par
         value to no par value, or from no par value to par value), or of any
         consolidation or merger to which the Company is a party and for which
         approval of any shareholders of the Company is required, or of the sale
         or transfer of all or substantially all of the assets of the Company;
         or

                  (d)      Of the voluntary or involuntary dissolution,
         liquidation or winding-up of the Company,

the Company shall cause to be filed with the Trustee and to be mailed to each
Holder at its address appearing on the Note Register, as promptly as possible
but in any event at least 15 days prior to the applicable date hereinafter
specified, a notice stating (x) the date on which a record is to be taken for
the purpose of such dividend, distribution or rights or warrants, or, if a
record is not to be taken, the date as of which the holders of Common Stock of
record to be entitled to such dividend, distribution, or rights or warrants are
to be determined or (y) the date on which such reclassification, reorganization,
consolidation, merger, sale, transfer, dissolution, liquidation or winding-up is
expected to become effective or occur, and the date as of which it is expected
that holders of Common Stock of record shall be entitled to exchange their
Common Stock for securities or other property deliverable upon such
reclassification, reorganization, consolidation, merger, sale, transfer,
dissolution, liquidation or winding-up. Failure to give such notice, or any
defect therein, shall not affect the legality or validity of such dividend,
distribution, reclassification, reorganization, consolidation, merger, sale,
transfer, dissolution, liquidation or winding-up.

<PAGE>

                                      -55-

                  SECTION 9.12. Effect of Reclassification, Consolidation,
Merger, Binding Share Exchange or Sale. If any of the following events occur,
namely (a) any reclassification or change of outstanding shares of Common Stock
(other than a change in par value, or from par value to no par value, or from no
par value to par value, or as a result of a subdivision or combination); (b) any
consolidation, merger, combination or binding share exchange of the Company with
another corporation as a result of which holders of Common Stock shall be
entitled to receive stock, securities or other property or assets (including
cash) with respect to or in exchange for such Common Stock; or (c) any sale or
conveyance of the properties and assets of the Company as, or substantially as,
an entirety to any other corporation as a result of which holders of Common
Stock shall be entitled to receive stock, securities or other property or assets
(including cash) with respect to or in exchange for such Common Stock, then the
Company or the successor or purchasing corporation, as the case may be, shall
execute with the Trustee a supplemental indenture, providing that each Note
shall be convertible into the kind and amount of shares of stock and other
securities or property or assets (including cash) receivable upon such
reclassification, change, consolidation, merger, combination, binding share
exchange, sale or conveyance by a holder of a number of shares of Common Stock
issuable upon conversion of such Note immediately prior to such
reclassification, change, consolidation, merger, combination, binding share
exchange, sale or conveyance. Such supplemental indenture shall provide for
adjustments which shall be as nearly equivalent as may be practicable to the
adjustments provided for in this Article IX.

                  The Company shall cause notice of the execution of such
supplemental indenture to be mailed to each Holder, at its address appearing on
the Note Register, within 20 days after execution thereof. Failure to deliver
such notice shall not affect the legality or validity of such supplemental
indenture.

                  The above provisions of this Section 9.12 shall similarly
apply to successive reclassifications, changes, consolidations, mergers,
combinations, binding share exchanges, sales and conveyances.

                  If this Section 9.12 applies to any event or occurrence,
Section 9.6 shall not apply.

                  SECTION 9.13. Responsibility of Trustee. The Trustee and any
Conversion Agent shall not at any time be under any duty or responsibility to
any Holder to either calculate the Conversion Rate or determine whether any
facts exist which may require any adjustment of the Conversion Rate, or with
respect to the nature or extent or calculation of any such adjustment when made,
or with respect to the method employed, or herein or in any supplemental
indenture provided to be employed, in making the same and shall be protected in
relying upon an Officers' Certificate with respect to the same. The Trustee and
any Conversion Agent shall not be accountable with respect to the validity or
value (or the kind or amount) of any shares of Common Stock, or of any
securities or property, which may at any time be issued or delivered upon the
conversion of any Notes and the Trustee and any Conversion Agent make no
representations with respect thereto. Neither the Trustee nor any Conversion
Agent shall be responsible for any

<PAGE>

                                      -56-

         failure of the Company to issue, transfer or deliver any shares of
         Common Stock or stock certificates or other securities or property or
         cash upon the surrender of any Notes for the purpose of conversion or
         to comply with any of the duties, responsibilities or covenants of the
         Company contained herein.

                  SECTION 9.14. Successive Adjustments. After an adjustment to
the Conversion Rate under Section 9.6, any subsequent event requiring an
adjustment under Section 9.6 shall cause an adjustment to the Conversion Rate as
so adjusted.

                  SECTION 9.15. General Considerations. Whenever successive
adjustments to the Conversion Rate are called for pursuant to this Article IX,
such adjustments shall be made to the Market Price as may be necessary or
appropriate to effectuate the intent of this Article IX and to avoid unjust or
inequitable results as determined in good faith by the Board of Directors.

                  SECTION 9.16. Payment of Cash in Lieu of Common Stock. If a
Holder elects to convert all or any portion of a Note into shares of Common
Stock as set forth in Section 9.1 and delivers an irrevocable conversion notice,
together, if the Notes are in certificated form, with the certificated Note as
set forth in Section 9.2, on or prior to the day that is 20 days prior to the
maturity of the Notes (the "Final Notice Date"), the Company may choose to
satisfy all or any portion of its conversion obligation (the "Conversion
Obligation") in cash or a combination of cash and Common Stock. Upon such
election, the Company will notify such Holder through the Trustee of the dollar
amount to be satisfied in cash (which must be expressed either as 100% of the
Conversion Obligation or as a fixed dollar amount) at any time on or before the
date that is two Business Days following receipt of written notice of conversion
as specified in Section 9.2 (such period, the "Cash Settlement Notice Period").
If the Company elects to pay cash for any portion of the Common Stock otherwise
issuable to the Holder, the Holder may retract the conversion notice at any time
during the two Business Day period beginning on the day after the final day of
the Cash Settlement Notice Period (a "Conversion Retraction Period"); no such
retraction can be made (and a conversion notice shall be irrevocable) if the
Company does not elect to deliver cash in lieu of Common Stock (other than cash
in lieu of fractional shares). If the conversion notice has not been retracted,
then settlement (in cash and/or Common Stock) will occur on the Business Day
following the final day of the ten Trading Day period beginning on the day after
the final day of the Conversion Retraction Period (the "Cash Settlement
Averaging Period"). Settlement amounts will be computed as follows:

                  (a)      if the Company elects to satisfy the entire
         Conversion Obligation in shares of Common Stock, the Company will
         deliver to such Holder a number of shares equal to (1) the aggregate
         original principal amount of the Notes to be converted divided by
         1,000, multiplied by (2) the Conversion Rate;

                  (b)      if the Company elects to satisfy the entire
         Conversion Obligation in cash, the Company will deliver to such Holder
         cash in an amount equal to the product of: (1) a number equal to (x)
         the aggregate original principal amount of Notes to be converted
         divided by 1,000, multiplied by (y) the Conversion Rate, and (2) the
         average of the Last

<PAGE>

                                      -57-

         Reported Sale Prices of the Common Stock during the Cash Settlement
         Averaging Period; and

                  (c)      if the Company elects to satisfy a fixed portion
         (other than 100%) of the Conversion Obligation in cash, the Company
         will deliver to such Holder such cash amount ("Cash Amount") and a
         number of shares of Common Stock equal to the greater of (1) zero and
         (2) the excess, if any, of (A) the number of shares of Common Stock
         equal to (i) the aggregate principal amount of Notes to be converted,
         divided by $1,000, multiplied by (ii) the Conversion Rate over (B) the
         number of shares equal to the sum, for each day of the Cash Settlement
         Averaging Period, of (x) 10% of the Cash Amount, divided by (y) the
         closing price of the Common Stock on such day.

                  If a Holder elects to convert all or any portion of a Note
into shares of Common Stock as set forth in Section 9.2 after the Final Notice
Date and the Company chooses to satisfy all or any portion of the Conversion
Obligation in cash, the Company will notify such Holder through the Trustee of
the dollar amount to be satisfied in cash (which must be expressed either as
100% of the Conversion Obligation or as a fixed dollar amount) at any time on or
before the Final Notice Date. Settlement amounts will be computed and settlement
dates will be determined in the same manner as set forth in the immediately
preceding paragraph, except that the Cash Settlement Averaging Period shall be
the ten Trading Day period beginning on the date after receipt of the Holder's
conversion notice (or in the event the Company receives such Holder's conversion
notice on the Business Day prior to the maturity date of the Note, the ten
Trading Day period beginning on the day after such maturity date). Settlement
(in cash and/or shares of Common Stock) will occur on the Business Day following
the final day of such Cash Settlement Averaging Period.

                                   ARTICLE X

                              DEFAULTS AND REMEDIES

                  SECTION 10.1. Events of Default. "Event of Default," wherever
used herein with respect to the Notes, means any one or more of the following
events:

                  (a)      default in the payment of any installment of interest
         or Liquidated Damages, if any, upon any of the Notes as and when the
         same shall become due and payable, and continuance of such default for
         a period of 30 days; or

                  (b)      default in the payment of the principal of any of the
         Notes as and when the same shall become due and payable either at
         maturity, upon redemption, by declaration or otherwise (including the
         failure to purchase Notes in accordance with Articles VI, VII and VIII
         hereof); or

<PAGE>

                                      -58-

                  (c)      failure on the part of the Company duly to observe or
         perform any other of the covenants or agreements on the part of the
         Company in the Notes or in this Indenture contained for a period of 60
         days after the date on which written notice of such failure, requiring
         the same to be remedied, shall have been given to the Company by the
         Trustee by registered mail, or to the Company and the Trustee by the
         Holders of at least 25% in aggregate principal amount of the Notes then
         outstanding; or

                  (d)      default by the Company in a scheduled payment at
         maturity, upon redemption or otherwise (including the failure to
         purchase Notes in accordance with Articles VI, VII and VIII hereof), in
         the aggregate principal amount of $15 million or more, after the
         expiration of any applicable grace period, of any Indebtedness or the
         acceleration of any Indebtedness of the Company in such aggregate
         principal amount, so that it becomes due and payable prior to the date
         on which it would otherwise have become due and payable and such
         payment default is not cured or such acceleration is not rescinded
         within 30 days after notice to the Company in accordance with the terms
         of the Indebtedness; or

                  (e)      default on the part of the Company in its obligation
         to convert the Notes upon exercise of a Holder's conversion right in
         accordance with the terms of the Notes and Article IX hereof and such
         conversion default is not cured or such conversion is not rescinded
         within 10 days after notice to the Company; or

                  (f)      default on the part of the Company in its obligation
         to purchase Notes upon the occurrence of a Change in Control or the
         exercise by a Holder of its option to require the Company to repurchase
         such Holder's Notes in accordance with the terms of Article VI or
         Article VII hereof, as applicable; or

                  (g)      a court having jurisdiction shall enter an order for
         relief with respect to the Company or a Significant Subsidiary under
         the Bankruptcy Code or a court having jurisdiction shall enter a
         judgment, order or decree adjudging the Company or a Significant
         Subsidiary a bankrupt or insolvent, or enter an order for relief for
         reorganization, arrangement, adjustment or composition of or in respect
         of the Company under the Bankruptcy Code or applicable state insolvency
         law and the continuance of any such judgment, order or decree is
         unstayed and in effect for a period of 90 consecutive days; or

                  (h)      the Company or a Significant Subsidiary shall
         institute proceedings for entry of an order for relief with respect to
         the Company or a Significant Subsidiary under the Bankruptcy Code or
         for an adjudication of insolvency, or shall consent to the institution
         of bankruptcy or insolvency proceedings against it, or shall file a
         petition seeking, or seek or consent to reorganization, arrangement,
         composition or relief under the Bankruptcy Code or any applicable state
         law, or shall consent to filing of such petition or to the appointment
         of a receiver, custodian, liquidator, assignee, trustee, sequestrator
         or similar official (other than a custodian pursuant to 8 Delaware
         Codess. 226 or any similar statute under other state laws) of the
         Company or of substantially all of its property, or

<PAGE>

                                      -59-

         the Company or a Significant Subsidiary shall make a general assignment
         for the benefit of creditors as recognized under the Bankruptcy Code.

                  If an Event of Default with respect to the Notes then
outstanding occurs and is continuing, then and in each and every such case,
unless the principal of all of the Notes shall have already become due and
payable, either the Trustee or the Holders of not less than 25% in aggregate
principal amount of the Notes then outstanding, by notice in writing to the
Company (and to the Trustee if given by Holders), may declare the principal of
all the Notes and the interest, if any, accrued thereon and Liquidated Damages,
if any, thereon to be due and payable immediately, and upon any such declaration
the same shall become and shall be immediately due and payable, anything in this
Indenture or in the Notes contained to the contrary notwithstanding. This
provision, however, is subject to the condition that if at any time after the
principal (or such specified amount) of the Notes shall have been so declared
due and payable and before any judgment or decree for the payment of the moneys
due shall have been obtained or entered as hereinafter provided, the Company
shall pay or shall deposit with the Trustee a sum sufficient to pay all matured
installments of interest, if any, and Liquidated Damages, if any, upon all of
the Notes and the principal of any and all Notes, which shall have become due
otherwise than by acceleration (with interest on overdue installments of
interest, if any, to the extent that payment of such interest is enforceable
under applicable law and on such principal at the rate borne by the Notes to the
date of such payment or deposit) and the reasonable compensation, disbursements,
expenses and advances of the Trustee, and any and all defaults under this
Indenture, other than the nonpayment of principal of and accrued interest, if
any, and Liquidated Damages, if any, on the Notes, which shall have become due
by acceleration, shall have been cured or shall have been waived in accordance
with this Indenture, then and in every such case the Holders of a majority in
aggregate principal amount of the Notes then outstanding, by written notice to
the Company and to the Trustee, may rescind and annul such declaration and its
consequences; but no such rescission and annulment shall extend to or shall
affect any subsequent default, or shall impair any right consequent thereon. If
any Event of Default with respect to the Company specified in Section 10.1(g) or
10.1(h) occurs, all unpaid principal and accrued interest and Liquidated
Damages, if any, on all Notes then outstanding shall ipso facto become and be
immediately due and payable without any declaration or other act by the Trustee
or any Holder.

                  If the Trustee shall have proceeded to enforce any right under
this Indenture and such proceedings shall have been discontinued or abandoned
because of such rescission or annulment or for any other reason or shall have
been determined adversely to the Trustee, then and in every such case the
Company, the Trustee and the Holders shall be restored respectively to their
several positions and rights hereunder, and all rights, remedies and powers of
the Company, the Trustee and the Holders shall continue as though no such
proceeding had been taken.

                  Except with respect to an Event of Default pursuant to Section
10.1(a), (b), (e) or (f), the Trustee shall not be charged with knowledge of any
Event of Default unless written notice thereof shall have been given to a
Responsible Officer by the Company, a Paying Agent or any Holder. In determining
whether the Holders of the requisite aggregate principal amount of

<PAGE>

                                      -60-

the Notes outstanding have given any request, demand, authorization or consent
under the Indenture, the principal amount of Notes that will be deemed to be
outstanding will be the amount of the principal of the Notes that would be due
and payable as of the date of the determination upon a declaration of
acceleration of the maturity of the Notes.

                  SECTION 10.2. Payment of Notes on Default; Suit Therefor. The
Company covenants that (a) if a default shall be made in the payment of any
installment of interest upon the Notes then outstanding as and when the same
shall become due and payable, and such default shall have continued for a period
of 30 days, or (b) if a default shall be made in the payment of the principal of
any of the Notes as and when the same shall have become due and payable, whether
at maturity of the Notes or upon redemption or by declaration or otherwise,
then, upon demand of the Trustee, the Company will pay to the Trustee, for the
benefit of the Holders of the Notes, the whole amount that then shall have
become due and payable on all such Notes for principal or interest, if any, or
both, as the case may be, with interest upon the overdue principal and (to the
extent that payment of such interest is enforceable under applicable law) upon
the overdue installments of interest, if any, at the rate borne by the Notes;
and, in addition thereto, such further amount as shall be sufficient to cover
the costs and expenses of collection, including a reasonable compensation to the
Trustee, its agents, attorneys and counsel and any expenses or liabilities
incurred by the Trustee hereunder other than through its gross negligence or bad
faith.

                  If the Company shall fail forthwith to pay such amounts upon
such demand, the Trustee, in its own name and as trustee of an express trust,
shall be entitled and empowered to institute any actions or proceedings at law
or in equity for the collection of the sums so due and unpaid, and may prosecute
any such action or proceeding to judgment or final decree, and may enforce any
such judgment or final decree against the Company or any other obligor on the
Notes and collect in the manner provided by law out of the property of the
Company or any other obligor on the Notes, wherever situated, the moneys
adjudged or decreed to be payable.

                  If there shall be pending proceedings for the bankruptcy or
for the reorganization of the Company or any other obligor on the Notes then
outstanding under any bankruptcy, insolvency or other similar law now or
hereafter in effect, or if a receiver or trustee or similar official shall have
been appointed for the property of the Company or such other obligor, or in the
case of any other similar judicial proceedings relative to the Company or other
obligor upon the Notes, or to the creditors or property of the Company or such
other obligor, the Trustee, irrespective or 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
pursuant to the provisions of this Section 10.2, shall be entitled and empowered
by intervention in such proceedings or otherwise to file and prove a claim or
claims for the whole amount of principal and interest, if any, owing and unpaid
in respect of the Notes, and, in case of any judicial proceedings, to file such
proofs of claim and other papers or documents as may be necessary or advisable
in order to have the claims of the Trustee and of the Holders allowed in such
judicial proceedings relative to the Company or any other obligor on the Notes,
its or their creditors, or its or their property, and to collect and receive any
moneys or other property payable or deliver-

<PAGE>

                                      -61-

able on any such claims, and to distribute the same after the deduction of its
charges and expenses, and any receiver, assignee or trustee or similar official
in bankruptcy or reorganization is hereby authorized by each of the Holders to
make such payments to the Trustee, and, if the Trustee shall consent to the
making of such payments directly to the Holders, to pay to the Trustee any
amount due it for compensation and expenses, including counsel fees incurred by
it up to the date of such distribution. To the extent that such payment of
reasonable compensation, expenses and counsel fees out of the estate in any such
proceedings shall be denied for any reason, payment of the same shall be secured
by a lien on, and shall be paid out of, any and all distributions, dividends,
moneys, securities and other property which the Holders of the Notes may be
entitled to receive in such proceedings, whether in liquidation or under any
plan of reorganization or arrangement or otherwise.

                  All rights of action and of asserting claims under this
Indenture, or under any of the Notes, may be enforced by the Trustee without the
possession of any of the Notes, or the production thereof at any trial or other
proceeding relative thereto, and any such suit or proceeding instituted by the
Trustee shall be brought in its own name as trustee of an express trust, and any
recovery of judgment shall be for the ratable benefit of the Holders of the
Notes in respect of which such judgment has been recovered.

                  SECTION 10.3. Application of Moneys Collected by Trustee. Any
moneys collected by the Trustee pursuant to Section 10.2 with respect to the
Notes then outstanding shall be applied in the order following, at the date or
dates fixed by the Trustee for the distribution of such moneys, upon
presentation of the several Notes, and stamping thereon the payment, if only
partially paid, and upon surrender thereof, if fully paid:

                  FIRST: To the payment of costs and expenses of collection and
         reasonable compensation to the Trustee, its agents, attorneys and
         counsel, and of all other expenses and liabilities incurred, and all
         advances made, by the Trustee pursuant to Section 11.7 except as a
         result of its gross negligence or bad faith;

                  SECOND: If the principal of the outstanding Notes shall not
         have become due and be unpaid, to the payment of interest and
         Liquidated Damages, if any, on the Notes, in the order of the maturity
         of the installments of such interest, if any, with interest (to the
         extent that such interest has been collected by the Trustee) upon the
         overdue installments of interest and Liquidated Damages, if any, at the
         rate borne by the Notes, such payment to be made ratably to the Persons
         entitled thereto;

                  THIRD: If the principal of the outstanding Notes shall have
         become due, by declaration or otherwise, to the payment of the whole
         amount then owing and unpaid upon the Notes for principal and interest,
         if any, with interest on the overdue principal and (to the extent that
         such interest has been collected by the Trustee) upon overdue
         installments of interest, if any, at the rate borne by the Notes; and
         in case such moneys shall be insufficient to pay in full the whole
         amounts so due and unpaid upon the Notes, then to the payment of such
         principal and interest and Liquidated Damages, if any, without
         prefer-

<PAGE>

                                      -62-

         ence or priority of principal over interest and Liquidated Damages or
         of interest and Liquidated Damages over principal, or of any
         installment of interest and Liquidated Damages over any other
         installment of interest and Liquidated Damages, or of any Note over any
         other Note, ratably to the aggregate of such principal and accrued and
         unpaid interest; and

                  FOURTH: To the payment of any surplus then remaining to the
         Company, its successors or assigns, or to whosoever may be lawfully
         entitled to receive the same.

                  SECTION 10.4. Proceedings by Holders. No Holder of any Notes
then outstanding shall have any right by virtue of or by availing of any
provision of this Indenture to institute any suit, action or proceeding in
equity or at law upon or under or with respect to this Indenture or the Notes or
for the appointment of a receiver or trustee or similar official, or for any
other remedy hereunder or thereunder, unless such Holder previously shall have
given to the Trustee written notice of default and of the continuance thereof,
as hereinbefore provided, and unless the Holders of not less than 25% in
aggregate principal amount of the Notes then outstanding shall have made written
request to the Trustee to institute such action, suit or proceeding in its own
name as Trustee hereunder and shall have offered to the Trustee such reasonable
indemnity as it may require against the costs, expenses and liabilities to be
incurred therein or thereby, and the Trustee for 60 days after its receipt of
such notice, request and offer of indemnity, shall have neglected or refused to
institute any such action, suit or proceeding, it being understood and intended,
and being expressly covenanted by the Holder of every Note with every other
taker and Holder and the Trustee, that no one or more Holders of the Notes shall
have any right in any manner whatever by virtue of or by availing of any
provision of this Indenture or of the Notes to affect, disturb or prejudice the
rights of any other Holder of such Notes or to obtain or seek to obtain priority
over or preference as to any other such Holder, or to enforce any right under
this Indenture or the Notes, except in the manner herein provided and for the
equal, ratable and common benefit of all Holders of Notes.

                  Notwithstanding any other provisions in this Indenture,
however, the right of any Holder of any Note to receive payment of the principal
of and interest, if any, on such Note, on or after the respective due dates
expressed in such Note, or to institute suit for the enforcement of any such
payment on or after such respective dates shall not be impaired or affected
without the consent of such Holder.

                  SECTION 10.5. Proceedings by Trustee. In case of an Event of
Default hereunder, the Trustee may in its discretion proceed to protect and
enforce the rights vested in it by this Indenture by such appropriate judicial
proceedings as the Trustee shall deem most effectual to protect and enforce any
of such rights, either by suit in equity or by action at law or by proceedings
in bankruptcy or otherwise, whether for the specific enforcement of any covenant
or agreement contained in this Indenture or in aid of the exercise of any power
granted in this Indenture, or to enforce any other legal or equitable right
vested in the Trustee by this Indenture or by law.

<PAGE>

                                      -63-

                  SECTION 10.6. Remedies Cumulative and Continuing. All powers
and remedies given by this Article X to the Trustee or to the Holders shall, to
the extent permitted by law, be deemed cumulative and not exclusive of any
thereof or of any other powers and remedies available to the Trustee or the
Holders, by judicial proceedings or otherwise, to enforce the performance or
observance of the covenants and agreements contained in this Indenture, and no
delay or omission of the Trustee or of any Holder to exercise any right or power
accruing upon any default occurring and continuing as aforesaid shall impair any
such right or power, or shall be construed to be a waiver of any such default or
an acquiescence therein; and, subject to the provisions of Section 10.4, every
power and remedy given by this Article X or by law to the Trustee or to the
Holders may be exercised from time to time, and as often as shall be deemed
expedient, by the Trustee or by the Holders.

                  SECTION 10.7. Direction of Proceedings; Waiver of Defaults by
Majority of Holders. The Holders of a majority in aggregate principal amount of
the Notes then outstanding shall have the right to direct the time, method, and
place of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred on the Trustee with respect to the
Notes; provided, however, that (subject to the provisions of Section 11.1) the
Trustee shall have the right to decline to follow any such direction if the
Trustee shall determine upon advice of counsel that the action or proceeding so
directed may not lawfully be taken or if the Trustee in good faith by its board
of directors, its executive committee, or a trust committee of directors or
Responsible Officers or both shall determine that the action or proceeding so
directed would involve the Trustee in personal liability. The Holders of a
majority in aggregate principal amount of the Notes then outstanding may on
behalf of the Holders of all of the Notes waive any past default or Event of
Default hereunder and its consequences (including acceleration and any related
payment default from such acceleration) except a Default in the payment of
interest, if any, on, or the principal of, the Notes. Upon any such waiver the
Company, the Trustee and the Holders of the Notes shall be restored to their
former positions and rights hereunder, respectively; but no such waiver shall
extend to any subsequent or other Default or Event of Default or impair any
right consequent thereon. Whenever any Default or Event of Default hereunder
shall have been waived as permitted by this Section 10.7, said Default or Event
of Default shall for all purposes of the Notes and this Indenture be deemed to
have been cured and to be not continuing.

                  SECTION 10.8. Notice of Defaults. The Trustee shall, within 90
days after the occurrence of a Default, with respect to the Notes then
outstanding, mail to all Holders of the Notes, as the names and the addresses of
such Holders appear upon the Note Register, notice of all defaults known to the
Trustee with respect to the Notes, unless such defaults shall have been cured
before the giving of such notice (the term "defaults" for the purpose of this
Section 10.8 being hereby defined to be the events specified in clauses (a),
(b), (c), (d), (e), (f), (g) and (h) of Section 10.1, not including periods of
grace, if any, provided for therein and irrespective of the giving of the
written notice specified in said clause (c), but in the case of any default of
the character specified in said clause (c) no such notice to Holders shall be
given until at least 60 days after the giving of written notice thereof to the
Company pursuant to said clause (c)); provided,

<PAGE>

                                      -64-

however, that, except in the case of default in the payment of the principal of
or interest or Liquidated Damages, if any, on any of the Notes, 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 or
Responsible Officers or both of the Trustee in good faith determines that the
withholding of such notice is in the best interests of the Holders.

                  SECTION 10.9. Undertaking to Pay 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 or omitted by it as Trustee, the filing
by any party litigant in such suit of an undertaking to pay the cost of such
suit, and that such court may in its discretion assess reasonable costs,
including reasonable attorney's fees, 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 10.9 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 aggregate principal
amount of the Notes then outstanding, or to any suit instituted by any Holders
for the enforcement of the payment of the principal of or interest, if any, on
any Note against the Company on or after the due date expressed in such Note.

                                   ARTICLE XI

                                     TRUSTEE

                  SECTION 11.1. Duties of Trustee. (a) If an Event of Default
has occurred and is continuing, the Trustee shall exercise the rights and powers
vested in it by this Indenture and use the same degree of care and skill in
their exercise as a prudent Person would exercise or use under the circumstances
in the conduct of such Person's own affairs; provided that if an Event of
Default occurs and is continuing, the Trustee will be under no obligation to
exercise any of the rights or powers under this Indenture at the request or
direction of any of the Holders unless such Holders have provided the Trustee
indemnity or security reasonably satisfactory to the Trustee against loss,
liability or expense.

                  (b)      Except during the continuance of an Event of Default
under Sections 10.1(a), (b), (e) or (f) hereof:

                  (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

<PAGE>

                                      -65-

                  (2)      in the absence of bad faith on its part, the Trustee
         may conclusively rely, as to the truth of the statements and the
         correctness of the opinions expressed therein, upon certificates,
         directions, notices or opinions furnished to the Trustee. However, in
         the case of any such certificates, directions, notices or opinions
         which by any provisions hereof are specifically required to be
         furnished to the Trustee, the Trustee shall examine such certificates
         and opinions to determine whether or not they conform to the
         requirements of this Indenture (but need not confirm or investigate the
         accuracy of mathematical calculations or other facts stated therein).

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

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

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

                  (3)      the Trustee shall not be liable with respect to any
         action it takes or omits to take in good faith in accordance with a
         direction received by it pursuant to Section 10.5.

                  (d)      The Trustee shall not be liable for interest on any
money received by it except as the Trustee may agree in writing with the
Company.

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

                  (f)      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, if it shall have reasonable grounds to believe
that repayment of such funds or adequate indemnity against such risk or
liability is not reasonably assured to it.

                  (g)      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 11.1 and to the provisions of
the TIA.

                  (h)      The Trustee shall be under no obligation to exercise
any of the rights or powers vested in it by this Indenture at the request or
direction of any of the Holders unless such Holders shall have provided to the
Trustee security or indemnity satisfactory to it against the costs, expenses
(including reasonable attorneys' fees and expenses) and liabilities that might
be incurred by it in compliance with such request or direction.

<PAGE>

                                      -66-

                  SECTION 11.2. Rights of Trustee. (a) The Trustee may
conclusively rely and shall be protected in acting or refraining from acting
upon any paper or document believed by it to be genuine and to have been signed
or presented by the proper Person or Persons. The Trustee need not investigate
any fact or matter stated in the document.

                  (b)      Before the Trustee acts or refrains from acting, it
may require an Officers' Certificate or an Opinion of Counsel. The Trustee shall
not be liable for any action it takes or omits to take in good faith in reliance
on the Officers' Certificate or Opinion of Counsel.

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

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

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

                  (f)      The Trustee shall not be bound to make any
investigation into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, notice, request, direction, consent, order, bond
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 at reasonable times, in a reasonable manner and upon reasonable
advance notice, 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.

                  (g)      The Trustee shall not be deemed to have knowledge of
any Default or Event of Default except, (i) during any period it is serving as
Registrar and Paying Agent for the Notes, any Event of Default occurring
pursuant to Sections 10.1(a) and 10.1(b), or (ii) any Default or Event of
Default of which a Responsible Officer shall have received written notification
or obtained actual knowledge. The term "actual knowledge" shall mean the actual
fact or statement of knowing by a Responsible Officer without independent
investigation with respect thereto.

                  (h)      Delivery of the reports, information and documents to
the Trustee is for informational purposes only and the Trustee's receipt of such
shall not constitute constructive notice of any information contained therein or
determinable from information contained therein,

<PAGE>

                                      -67-

including the Company's compliance with any of its covenants hereunder (as to
which the Trustee is entitled to rely exclusively on Officers' Certificates).

                  (i)      In no event shall the Trustee be responsible or
liable for special, indirect, or consequential loss or damage of any kind
whatsoever (including, but not limited to, loss of profit) irrespective of
whether the Trustee has been advised of the likelihood of such loss or damage
and regardless of the form of action.

                  (j)      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.

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

                  SECTION 11.3. Individual Rights of Trustee. The Trustee in its
individual or any other capacity may become the owner or pledgee of Notes and
may otherwise deal with the Company or its Affiliates with the same rights it
would have if it were not Trustee. Any Paying Agent, Registrar, co-registrar or
co-paying agent may do the same with like rights. However, the Trustee must
comply with Sections 11.10 and 11.11. In addition, the Trustee shall be
permitted to engage in transactions with the Company; provided, however, that if
the Trustee acquires any conflicting interest (as such term is defined in
Section 310(b) of the TIA) the Trustee must (i) eliminate such conflict within
90 days of acquiring such conflicting interest, (ii) apply to the SEC for
permission to continue acting as Trustee or (iii) resign.

                  SECTION 11.4. Trustee's Disclaimer. The Trustee shall not be
responsible for and makes no representation as to the validity or adequacy of
this Indenture or the Notes, it shall not be accountable for the Company's use
of the Notes or the proceeds from the Notes, and it shall not be responsible for
any statement of the Company in this Indenture or in any document issued or
offering circular (or similar document) used in connection with the sale of the
Notes or in the Notes other than the Trustee's certificate of authentication or
for the use or application of any funds received by any Paying Agent other than
the Trustee.

                  SECTION 11.5. Notice of Defaults. If a Default or Event of
Default occurs and is continuing and if a Responsible Officer has actual
knowledge thereof, the Trustee shall mail to each Holder notice of the Default
or Event of Default within 90 days after it occurs. Except in the case of a
Default or Event of Default in payment of principal of, premium (if any), or
interest on any Note (including payments pursuant to the required repurchase
provisions of such Note, if any), the Trustee may withhold the notice if and so
long as its board of directors, a committee of

<PAGE>

                                      -68-

its board of directors or a committee of its Responsible Officers and/or a
Responsible Officer in good faith determines that withholding the notice is in
the interests of Holders.

                  SECTION 11.6. Reports by Trustee to Holders. As promptly as
practicable after each January 15 beginning with the January 15 following the
date of this Indenture, and in any event prior to July 15 in each year, the
Trustee shall mail to each Holder a brief report dated as of such January 15
that complies with TIA Section 313(a), if and to the extent such report may be
required by the TIA. The Trustee also shall comply with TIA Section 313(b). The
Trustee shall also transmit by mail all reports required by TIA Section 313(c).

                  A copy of each report at the time of its mailing to Holders
shall be filed with the SEC and each stock exchange (if any) on which the Notes
are listed. The Company agrees to notify promptly the Trustee in writing
whenever the Notes become listed on any stock exchange and of any delisting
thereof.

                  SECTION 11.7. Compensation and Indemnity. The Company shall
pay to the Trustee from time to time such compensation for its services as the
parties shall agree in writing from time to time. The Trustee's compensation
shall not be limited by any law on compensation of a trustee of an express
trust. The Company shall reimburse the Trustee upon request for all reasonable
out-of-pocket expenses incurred or made by it, including, but not limited to,
costs of collection, costs of preparing and reviewing reports, certificates and
other documents, costs of preparation and mailing of notices to Holders and
reasonable costs of counsel retained by the Trustee in connection with the
delivery of an Opinion of Counsel or otherwise, in addition to the compensation
for its services. Such expenses shall include the reasonable compensation and
expenses, disbursements and advances of the Trustee's agents, counsel,
accountants and experts. The Company shall indemnify the Trustee, and each of
its officers, directors, counsel and agents, against any and all loss, liability
or expense (including, but not limited to, reasonable attorneys' fees and
expenses) incurred by it in connection with the administration of this trust and
the performance of its duties hereunder, including the costs and expenses of
enforcing this Indenture (including this Section 11.7) and of defending itself
against any claims (whether asserted by any Holder, the Company or otherwise).
The Trustee shall notify the Company promptly of any claim for which it may seek
indemnity. Failure by the Trustee to so notify the Company shall not relieve the
Company of its obligations hereunder. The Company shall defend the claim and the
Trustee may have separate counsel and the Company shall pay the fees and
expenses of such counsel. The Company need not reimburse any expense or
indemnify against any loss, liability or expense incurred by the Trustee through
the Trustee's own willful misconduct, gross negligence or bad faith, subject to
the exceptions contained in Section 11.1(c) hereof.

                  To secure the Company's payment obligations in this Section
11.7, the Trustee shall have a lien prior to the Notes on all money or property
held or collected by the Trustee other than money or property held in trust to
pay principal of and interest on particular Notes. The Trustee's right to
receive payment of any amounts due under this Section 11.7 shall not be
subordinate to any other liability or indebtedness of the Company.

<PAGE>

                                      -69-

                  The Company's payment obligations pursuant to this Section and
any lien arising hereunder shall survive the discharge of this Indenture and the
resignation or removal of the Trustee. When the Trustee incurs expenses after
the occurrence of a Default specified in Section 10.1(g) or (h) with respect to
the Company, the expenses are intended to constitute expenses of administration
under the Bankruptcy Code.

                  SECTION 11.8. Replacement of Trustee. The Trustee may resign
at any time by so notifying the Company. The Holders of a majority in principal
amount of the Notes may remove the Trustee by so notifying the Company and the
Trustee in writing and may appoint a successor Trustee. The Company shall remove
the Trustee if:

                  (1)      the Trustee fails to comply with Section 11.10;

                  (2)      the Trustee is adjudged bankrupt or insolvent;

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

                  (4)      the Trustee otherwise becomes incapable of acting.

                  If the Trustee resigns or is removed by the Company or by the
Holders of a majority in principal amount of the Notes and such Holders do not
reasonably promptly appoint a successor Trustee, or if a vacancy exists in the
office of Trustee for any reason (the Trustee in such event being referred to
herein as the retiring Trustee), the Company shall promptly appoint a successor
Trustee.

                  A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Thereupon the
resignation or removal of the retiring Trustee shall become effective, and the
successor Trustee shall have all the rights, powers and duties of the Trustee
under this Indenture. The successor Trustee shall mail a notice of its
succession to Holders. The retiring Trustee shall promptly transfer all property
held by it as Trustee to the successor Trustee, subject to the lien provided for
in Section 11.7.

                  If a successor Trustee does not take office within 60 days
after the retiring Trustee resigns or is removed, the retiring Trustee or the
Holders of 10% in principal amount of the Notes may petition, at the expense of
the Company, any court of competent jurisdiction for the appointment of a
successor Trustee.

                  If the Trustee fails to comply with Section 11.10, unless the
Trustee's duty to resign is stayed as provided in TIA Section 310(b), any Holder
may petition any court of competent jurisdiction for the removal of the Trustee
and the appointment of a successor Trustee.

                  Notwithstanding the replacement of the Trustee pursuant to
this Section 11.8, the Company's obligations under Section 11.7 shall continue
for the benefit of the retiring Trustee.

<PAGE>

                                      -70-

                  SECTION 11.9. Successor Trustee by Merger. If the Trustee
consolidates with, merges or converts into, or transfers all or substantially
all its corporate trust business or assets to, another corporation or banking
association, the resulting, surviving or transferee corporation without any
further act shall be the successor Trustee.

                  In case at the time such successor or successors by merger,
conversion or consolidation to the Trustee shall succeed to the trusts created
by this Indenture, any of the Notes shall have been authenticated but not
delivered, any such successor to the Trustee may adopt the certificate of
authentication of any predecessor trustee, and deliver such Notes so
authenticated; and in case at that time any of the Notes shall not have been
authenticated, any successor to the Trustee may authenticate such Notes either
in the name of any predecessor hereunder or in the name of the successor to the
Trustee; and in all such cases such certificates shall have the full force which
it is anywhere in the Notes or in this Indenture provided that the certificate
of the Trustee shall have.

                  SECTION 11.10. Eligibility; Disqualification. The Trustee
shall at all times satisfy the requirements of TIA Section 310(a). The Trustee
shall have a combined capital and surplus of at least $50 million as set forth
in its most recently filed annual report of condition. The Trustee shall comply
with TIA Section 310(b).

                  SECTION 11.11. Preferential Collection of Claims Against
Company. If and when the Trustee shall be or become a creditor of the Company,
the Trustee shall comply with TIA Section 311(a), excluding any creditor
relationship listed in TIA Section 311(b). A Trustee who has resigned or been
removed shall be subject to TIA Section 311(a) to the extent indicated.

                                  ARTICLE XII

            SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS

                  SECTION 12.1. Satisfaction and Discharge of Indenture. If at
any time (a) the Company shall have paid or caused to be paid the principal of
and interest and Liquidated Damages, if any, on all the Notes outstanding (other
than Notes which have been destroyed, lost or stolen and which have been
replaced or paid as provided in Section 2.9) as and when the same shall have
become due and payable, or (b) the Company shall have delivered to the Trustee
for cancellation all Notes theretofore authenticated (other than Notes which
have been destroyed, lost or stolen and which have been replaced or paid as
provided in Section 2.9); and if, in any such case, the Company shall also pay
or cause to be paid all other sums payable hereunder by the Company, then this
Indenture shall cease to be of further effect, and the Trustee, on demand of the
Company accompanied by an Officer's Certificate and an Opinion of Counsel, each
stating that all conditions precedent relating to the satisfaction and discharge
contemplated by this provision have been complied with, and at the cost and
expense of the Company, shall execute

<PAGE>

                                      -71-

proper instruments acknowledging such satisfaction and discharging this
Indenture. The Company agrees to reimburse the Trustee for any costs or expenses
thereafter reasonably and properly incurred, and to compensate the Trustee for
any services thereafter reasonably and properly rendered, by the Trustee in
connection with this Indenture or the Notes.

                  If at any time the exact amount described in clause (ii) below
can be determined at the time of making the deposit referred to in such clause
(ii), (i) all of the Notes not theretofore delivered to the Trustee for
cancellation shall have become due and payable, or are by their terms to become
due and payable within one year or are to be called for redemption within one
year under arrangements satisfactory to the Trustee for the giving of notice of
redemption, and (ii) the Company shall have irrevocably deposited or caused to
be deposited with the Trustee as funds in trust, specifically pledged as
security for, and dedicated solely to, the benefit of the Holders of the Notes,
cash in an amount (other than moneys repaid by the Trustee or any Paying Agent
to the Company in accordance with Section 12.4) or U.S. Government Obligations,
maturing as to principal and interest, if any, at such times and in such amounts
as will insure the availability of cash, or a combination thereof, sufficient in
the opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee, to pay
the principal of and interest, if any, on all of the Notes on each date that
such principal or interest, if any, is due and payable in accordance with the
terms of this Indenture and the Notes; then the Company shall be deemed to have
paid and discharged the entire indebtedness on all the Notes on the date of the
deposit referred to in clause (b) above and the provisions of this Indenture
with respect to the Notes shall no longer be in effect (except as to (i) rights
of registration of transfer and exchange of Notes, (ii) substitution of
mutilated, defaced, destroyed, lost or stolen Notes, (iii) rights of Holders of
Notes to receive payments of principal thereof and interest, if any, thereon
upon the original stated due dates therefor (but not upon acceleration), (iv)
the rights, obligations, duties and immunities of the Trustee hereunder, (v) the
rights of the Holders of Notes as beneficiaries hereof with respect to the
property so deposited with the Trustee payable to all or any of them and (vi)
the obligations of the Company under Section 3.6 with respect to the Notes) and
the Trustee, on demand of the Company accompanied by an Officer's Certificate
and an Opinion of Counsel, each stating that all conditions precedent
contemplated by this provision have been complied with, and at the cost and
expense of the Company, shall execute proper instruments acknowledging the same.

                  In addition to discharge of this Indenture pursuant to the
next preceding paragraph, if the exact amount described in subparagraph (a)
below can be determined at the time of making the deposit referred to in such
subparagraph (a), the Company shall be deemed to have paid and discharged the
entire indebtedness on all of the Notes on the 91st day after the date of the
deposit referred to in subparagraph (a) below, and the provisions of this
Indenture with respect to the Notes shall no longer be in effect (except as to
(i) rights of registration of transfer and exchange of Notes, (ii) substitution
of mutilated, defaced, destroyed, lost or stolen Notes, (iii) rights of Holders
of Notes to receive payments of principal thereof and interest, if any, thereon
upon the original stated due dates therefor (but not upon acceleration), (iv)
the rights, obligations, duties and immunities of the Trustee hereunder, (v) the
rights of the Holders of the

<PAGE>

                                      -72-

Notes as beneficiaries hereof with respect to the property so deposited with the
Trustee payable to all or any of them, (vi) the obligations of the Company under
Section 2.3 with respect to the Notes and (vii) the Conversion rights set forth
in Article IX hereof) and the Trustee, on demand of the Company accompanied by
an Officer's Certificate and an Opinion of Counsel, each stating that all
conditions precedent contemplated by this provision have been complied with, and
at the cost and expense of the Company, shall execute proper instruments
acknowledging the same, if

                  (a)      with reference to this provision the Company has
         irrevocably deposited or caused to be irrevocably deposited with the
         Trustee as funds in trust, specifically pledged as security for, and
         dedicated solely to, the benefit of the Holders of the Notes (i) cash
         in an amount, or (ii) U.S. Government Obligations, maturing as to
         principal and interest, if any, at such times and in such amounts as
         will insure the availability of cash, or (iii) a combination thereof,
         sufficient, in the opinion of a nationally recognized firm of
         independent public accountants expressed in a written certification
         thereof delivered to the Trustee, to pay the principal of and interest,
         if any, on all of the Notes on each date that such principal or
         interest, if any, is due and payable in accordance with the terms of
         this Indenture and the Notes;

                  (b)      such deposit will not result in a breach or violation
         of, or constitute a default under, any agreement or instrument to which
         the Company is a party or by which it is bound; and

                  (c)      the Company has delivered to the Trustee an Opinion
         of Counsel based on the fact that (x) the Company has received from, or
         there has been published by, the Internal Revenue Service a ruling or
         (y) since the date hereof, there has been a change in the applicable
         United States federal income tax law, in either case to the effect
         that, and such opinion shall confirm that, the Holders of the Notes of
         such series will not recognize income, gain or loss for federal income
         tax purposes as a result of such deposit, defeasance and discharge and
         will be subject to federal income tax on the same amount and in the
         same manner and at the same times, as would have been the case if such
         deposit, defeasance and discharge had not occurred.

                  SECTION 12.2. Application by Trustee of Funds Deposited for
Payment of Notes. Subject to Section 12.4, all moneys deposited with the Trustee
pursuant to Section 12.1 shall be held in trust and applied by it to the
payment, either directly or through any Paying Agent (including the Company
acting as its own paying agent), to the Holders of the Notes for the payment or
redemption of which such moneys have been deposited with the Trustee, of all
sums due and to become due thereon for principal and interest, if any, but such
money need not be segregated from other funds except to the extent required by
law.

                  SECTION 12.3. Repayment of Moneys Held by Paying Agent. In
connection with the satisfaction and discharge of this Indenture with respect to
the Notes, all moneys then held by any Paying Agent under the provisions of this
Indenture with respect to the Notes shall,

<PAGE>

                                      -73-

upon demand of the Company, be repaid to it or paid to the Trustee and thereupon
such Paying Agent shall be released from all further liability with respect to
such moneys.

                  SECTION 12.4. Return of Moneys Held by Trustee and Paying
Agent Unclaimed for Two Years. Any moneys deposited with or paid to the Trustee
or any Paying Agent for the payment of the principal of or interest, if any, on
the Notes and not applied but remaining unclaimed for two years after the date
upon which such principal or interest, if any, shall have become due and
payable, shall, upon the written request of the Company and unless otherwise
required by mandatory provisions of applicable escheat or abandoned or unclaimed
property law, be repaid to the Company by the Trustee or such Paying Agent, and
the Holder of the Notes shall, unless otherwise required by mandatory provisions
of applicable escheat or abandoned or unclaimed property laws, thereafter look
only to the Company for any payment which such Holder may be entitled to
collect, and all liability of the Trustee or any Paying Agent with respect to
such moneys shall thereupon cease; provided, however, that the Trustee or such
Paying Agent, before being required to make any such repayment with respect to
moneys deposited with it for any payment in respect of the Notes, shall, at the
expense of the Company, mail by first-class mail to Holders of the Notes at
their addresses as they shall appear on the Note register notice that such
moneys remain and that, after a date specified therein, which shall not be less
than thirty days from the date of such mailing or publication, any unclaimed
balance of such money then remaining will be repaid to the Company.

                  SECTION 12.5. Indemnity for U.S. Government Obligations. The
Company shall pay and indemnify the Trustee against any tax, fee or other charge
imposed on or assessed against the U.S. Government Obligations deposited
pursuant to Section 12.1 or the principal or interest received in respect of
such obligations.

                                  ARTICLE XIII

                                   AMENDMENTS

                  SECTION 13.1. Without Consent of Holders. The Company and the
Trustee may amend this Indenture or the Notes without notice to or consent of
any Holder:

                  (1)      to cure any ambiguity or correct any inconsistency;

                  (2)      to evidence the assumption by a Successor Company of
         the Company's obligations under this Indenture and the Notes;

                  (3)      secure the Notes;

<PAGE>

                                      -74-

                  (4)      to add additional covenants or Events of Default for
         the protection of the Holders of the Notes;

                  (5)      to evidence the acceptance of appointment of a
         successor trustee; or

                  (6)      to amend this Indenture or the Notes in any other
         manner necessary or desirable and that will not adversely affect the
         rights of any Holder, including any changes or modifications to this
         Indenture necessary in connection with the registration of any Notes
         under the Securities Act as contemplated in the Registration Rights
         Agreement.

                  After an amendment under this Section becomes effective, the
Company shall mail to Holders a notice briefly describing such amendment. The
failure to give such notice to all Holders, or any defect therein, shall not
impair or affect the validity of an amendment under this Section.

                  SECTION 13.2. With Consent of Holders. The Company and the
Trustee may amend this Indenture or the Notes without notice to any Holder but
with the written consent of the Holders of at least a majority in principal
amount of the Notes then outstanding. However, without the consent of each Note
then outstanding, an amendment may not:

                  (1)      extend the stated maturity of the principal of any
         Note;

                  (2)      reduce the amount of the principal or premium, if
         any, of any Note;

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

                  (4)      reduce or alter the method of computation of any
         amount payable on or at redemption or repayment of any Note;

                  (5)      change the coin of currency in which principal,
         premium, if any, interest and redemption or repurchase price are
         payable;

                  (6)      change the terms applicable to redemption or
         repurchase in a manner adverse to the Holder;

                  (7)      make any change that adversely affects the right to
         convert the Notes, or decrease the Conversion Rate with respect to the
         Notes;

                  (8)      impair of affect the right to institute suit for the
         enforcement of any payment or repayment of any Note; or

                  (9)      reduce the percentage stated above of the Holders of
         Notes who must consent to a modification to the Indenture or the Notes.

<PAGE>

                                      -75-

                  It shall not be necessary for the consent of the Holders under
this Section 13.2 to approve the particular form of any proposed amendment, but
it shall be sufficient if such consent approves the substance thereof.

                  After an amendment under this Section 13.2 becomes effective,
the Company shall mail to Holders a notice briefly describing such amendment.
The failure to give such notice to all Holders, or any defect therein, shall not
impair or affect the validity of an amendment under this Section 13.2.

                  SECTION 13.3. Compliance with Trust Indenture Act. Every
amendment to this Indenture or the Notes shall comply with the TIA as then in
effect.

                  SECTION 13.4. Revocation and Effect of Consents and Waivers. A
consent to an amendment or a waiver by a Holder of a Note shall bind the Holder
and every subsequent Holder of that Note or portion of the Note that evidences
the same debt as the consenting Holder's Note, even if notation of the consent
or waiver is not made on the Note. However, any such Holder or subsequent Holder
may revoke the consent or waiver as to such Holder's Note or portion of the Note
if the Trustee receives the notice of revocation before the date the amendment
or waiver becomes effective. After an amendment or waiver becomes effective, it
shall bind every Holder. An amendment or waiver made pursuant to Section 13.2
shall become effective upon receipt by the Trustee of the requisite number of
written consents.

                  The Company may, but shall not be obligated to, fix a record
date for the purpose of determining the Holders entitled to give their consent
or take any other action described above or required or permitted to be taken
pursuant to this Indenture. If a record date is fixed, then notwithstanding the
immediately preceding paragraph, those Persons who were Holders at such record
date (or their duly designated proxies), and only those Persons, shall be
entitled to give such consent or to revoke any consent previously given or to
take any such action, whether or not such Persons continue to be Holders after
such record date. No such consent shall become valid or effective more than 120
days after such record date.

                  SECTION 13.5. Notation on or Exchange of Notes. If an
amendment changes the terms of a Note, the Trustee may require the Holder of the
Note to deliver it to the Trustee. The Trustee may place an appropriate notation
on the Note regarding the changed terms and return it to the Holder.
Alternatively, if the Company or the Trustee so determines, the Company in
exchange for the Note shall issue and the Trustee shall authenticate a new Note
that reflects the changed terms. Failure to make the appropriate notation or to
issue a new Note shall not affect the validity of such amendment.

                  SECTION 13.6. Trustee To Sign Amendments. The Trustee shall
sign any amendment authorized pursuant to this Article XIII if the amendment
does not adversely affect the rights, duties, liabilities or immunities of the
Trustee. If it does, the Trustee may but need not sign it. In signing such
amendment the Trustee shall be entitled to receive indemnity satisfactory to it
and to receive, and (subject to Section 11.1) shall be fully protected in
relying upon, an

<PAGE>

                                      -76-

Officers' Certificate and an Opinion of Counsel stating that such amendment is
authorized or permitted by this Indenture.

                                  ARTICLE XIV

                                 MISCELLANEOUS

                  SECTION 14.1. Trust Indenture Act Controls. If any provision
of this Indenture limits, qualifies or conflicts with another provision which is
required to be included in this Indenture by the TIA, the provision required by
the TIA shall control.

                  SECTION 14.2. Notices. Any notice or communication shall be in
writing and delivered in person or mailed by first-class mail addressed as
follows:

                  If to the Company:

                           Fisher Scientific International Inc.
                           1 Liberty Lane
                           Hampton, New Hampshire 03842
                           Attention: Chief Financial Officer
                           Facsimile No.: (603) 926-5661

                  With copies to:

                           Debevoise & Plimpton
                           919 Third Avenue
                           New York, New York 10022
                           Attention: Gregory V. Gooding
                           Facsimile No.: (212) 909-6836

                  If to the Trustee:

                           J.P. Morgan Trust Company, National Association
                           One Oxford Centre, Suite 1100
                           301 Grant Street
                           Pittsburgh, Pennsylvania 15219
                           Attention: Kerry Zombeck
                           Facsimile No.: (412) 456-5566

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

<PAGE>

                                      -77-

                  Any notice or communication mailed to a Holder shall be mailed
to the Holder at the Holder's address as it appears on the registration books of
the Registrar and shall be sufficiently given if so mailed within the time
prescribed.

                  Failure to mail a notice or communication to a Holder or any
defect in it shall not affect its sufficiency with respect to other Holders. If
a notice or communication is mailed in the manner provided above, it is duly
given, whether or not the addressee receives it.

                  SECTION 14.3. Communication by Holders with Other Holders.
Holders may communicate pursuant to TIA Section 312(b) with other Holders with
respect to their rights under this Indenture or the Notes. The Company, the
Trustee, the Registrar and anyone else shall have the protection of TIA Section
312(c).

                  SECTION 14.4. Certificate and Opinion as to Conditions
Precedent. Upon any request or application by the Company to the Trustee to take
or refrain from taking any action under this Indenture the Company or such other
obligor upon the Notes, as the case may be, shall furnish to the Trustee such
certificates and opinions as may be required under the TIA. Each such
certificate or opinion shall be given in the form of one or more Officer's
Certificates, if to be given by an Officer, or an Opinion of Counsel, if to be
given by counsel, and shall comply with the requirements of the TIA and any
other requirements set forth in this Indenture. Notwithstanding the foregoing,
in the case of any such request or application as to which the furnishing of any
Officer's Certificate or Opinion of Counsel is specifically required by any
provision of this Indenture relating to such particular request or application,
no additional certificate or opinion need be furnished.

                  SECTION 14.5. Statements Required in Certificate or Opinion.
Each certificate or opinion with respect to compliance with a covenant or
condition provided for in this Indenture (except for certificates provided for
in Section 8.6) shall include:

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

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

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

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

<PAGE>

                                      -78-

                  In giving an Opinion of Counsel, counsel may rely as to
factual matters on an Officers' Certificate or on certificates of public
officials.

                  SECTION 14.6. When Notes Disregarded. In determining whether
the Holders of the required principal amount of Notes have concurred in any
direction, waiver or consent, Notes owned by the Company or by any Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with the Company shall be disregarded and deemed not to be
outstanding, except that, for the purpose of determining whether the Trustee
shall be protected in relying on any such direction, waiver or consent, only
Notes which a Responsible Officer of the Trustee actually knows are so owned
shall be so disregarded. Also, subject to the foregoing, only Notes outstanding
at the time shall be considered in any such determination.

                  SECTION 14.7. Rules by Trustee, Paying Agent and Registrar.
The Trustee may make reasonable rules for action by, or a meeting of, Holders.
The Registrar and the Paying Agent may make reasonable rules for their
functions.

                  SECTION 14.8. Governing Law. This Indenture and the Notes
shall be governed by, and construed in accordance with, the laws of the State of
New York.

                  SECTION 14.9. No Recourse Against Others. An incorporator,
director, officer, employee, stockholder or controlling person, as such, of the
Company shall not have any liability for any obligations of the Company under
the Notes or this Indenture or for any claim based on, in respect of or by
reason of such obligations or their creation. By accepting a Note, each Holder
shall waive and release all such liability. The waiver and release shall be part
of the consideration for the issue of the Notes.

                  SECTION 14.10. Successors. All agreements of the Company in
this Indenture and the Notes shall bind its successors. All agreements of the
Trustee in this Indenture shall bind its successors.

                  SECTION 14.11. Multiple Originals. The parties may sign any
number of copies of this Indenture. Each signed copy shall be an original, but
all of them together represent the same agreement. One signed copy is enough to
prove this Indenture.

                  SECTION 14.12. Variable Provisions. The Company initially
appoints the Trustee as Paying Agent and Registrar and custodian with respect to
any Global Notes.

                  SECTION 14.13. Qualification of Indenture. The Company shall
qualify this Indenture under the TIA in accordance with the terms and conditions
of the Registration Rights Agreement and shall pay all reasonable costs and
expenses (including attorneys' fees and expenses for the Company and the
Trustee) incurred in connection therewith, including, but not limited to, costs
and expenses of qualification of the Indenture and the Notes and printing this
Indenture and the Notes. The Trustee shall be entitled to receive from the
Company any such

<PAGE>

                                      -79-

         Officers' Certificates, Opinions of Counsel or other documentation as
         it may reasonably request in connection with any such qualification of
         this Indenture under the TIA.

<PAGE>

                                   SIGNATURES

                  IN WITNESS WHEREOF, the parties hereto have caused this
Indenture to be duly executed, all as of the date first written above.

                                        FISHER SCIENTIFIC INTERNATIONAL INC.,
                                           as Issuer

                                        By: ____________________________________
                                            Name:
                                            Title:

                                      S-1

<PAGE>

                                        JP MORGAN TRUST COMPANY, N.A.,
                                            as Trustee

                                        By: ____________________________________
                                            Name:
                                            Title:

<PAGE>

                                                                       EXHIBIT A

                           [FORM OF FACE OF SECURITY]

                                                                   [Global Note]
                                                             [Certificated Note]

[UNTIL THIS SECURITY IS SOLD UNDER AN EFFECTIVE REGISTRATION STATEMENT, IT SHALL
BEAR THE FOLLOWING LEGEND.] THIS NOTE AND ANY COMMON STOCK ISSUABLE UPON THE
CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE SOLD OR OTHERWISE
TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION
THEREFROM. EACH PURCHASER OF THIS NOTE IS HEREBY NOTIFIED THAT THE SELLER OF
THIS NOTE MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF
THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.

THIS NOTE AND ANY COMMON STOCK ISSUABLE UPON THE CONVERSION OF THIS NOTE MAY NOT
BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT

                  (A) (1) TO FISHER SCIENTIFIC INTERNATIONAL INC. (THE
         "COMPANY") OR ANY SUBSIDIAIRY THEREOF,

                  (2) TO A PERSON WHO THE TRANSFEROR REASONABLY BELIEVES IS A
         QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE
         SECURITIES ACT ACQUIRING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A
         QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS
         OF RULE 144A,

                  (3) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN
         COMPLIANCE WITH RULE 904 UNDER THE SECRUITIES ACT,

                  (4) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE
         SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE),

                  (5) TO AN INSTITUTIONAL INVESTOR THAT IS AN ACCREDITED
         INVESTOR WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF
         REGULATION D UNDER THE SECURITIES ACT PURSUANT TO AN EXEMPTION FROM
         REGISTRATION UNDER THE SECURITIES ACT (IF AVAILABLE) OR

                                       A-1

<PAGE>

                  (6) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
         SECURITIES ACT, AND

                  (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE
         STATES OF THE UNITED STATES AND OTHER JURISDICTIONS.

THIS NOTE, ANY SHARES OF COMMON STOCK ISSUABLE UPON ITS CONVERSION AND ANY
RELATED DOCUMENTATION MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME TO MODIFY
THE RESTRICTIONS ON RESALES AND OTHER TRANSFERS OF THIS NOTE AND ANY SUCH SHARES
TO REFLECT ANY CHANGE IN APPLICABLE LAW OR REGULATION (OR THE INTERPRETATION
THEREOF) OR IN PRACTICES RELATING TO THE RESALE OR TRANSFER OF RESTRICTED
SECURITIES GENERALLY. THE HOLDER OF THIS NOTE AND SUCH SHARES SHALL BE DEEMED BY
THE ACCEPTANCE OF THIS NOTE AND ANY SUCH SHARES TO HAVE AGREED TO ANY SUCH
AMENDMENT OR SUPPLEMENT.

[IF THIS SECURITY HAS BEEN TRANSFERRED PURSUANT TO REGULATION S, IT SHALL BEAR
THE FOLLOWING LEGEND.] THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY
NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO OR FOR THE ACCOUNT OR
BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE.

BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT IT IS NOT A U.S.
PERSON NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON AND IS ACQUIRING
THIS SECURITY IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER
THE SECURITIES ACT ("REGULATION S"), (2) BY ITS ACCEPTANCE HEREOF AGREES TO
OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE THAT IS 40
DAYS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON
WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY
(OR ANY PREDECESSOR OF SUCH SECURITY) (THE "RESALE RESTRICTION TERMINATION
DATE"), ONLY (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT THAT
HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE
SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES
ACT, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS
DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT
OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN
THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS
AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION
S, (E) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE
501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS ACQUIRING THE
SECURITY FOR ITS OWN AC-

                                       A-2

<PAGE>

COUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, IN
EACH CASE IN A TRANSACTION INVOLVING A MINIMUM PRINCIPAL AMOUNT OF THE
SECURITIES OF $250,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR
OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES
ACT, OR (F) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S AND THE TRUSTEE'S
RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (i) PURSUANT TO CLAUSE (D), (E)
OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR
OTHER INFORMATION SATISFACTORY TO EACH OF THEM AND (ii) IN THE CASE OF THE
FOREGOING CLAUSE (E), A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE
OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE
COMPANY AND THE TRUSTEE. THIS LEGEND WILL BE REMOVED AFTER 40 CONSECUTIVE DAYS
BEGINNING ON AND INCLUDING THE LATER OF (A) THE DAY ON WHICH THE SECURITIES ARE
OFFERED TO PERSONS OTHER THAN DISTRIBUTORS (AS DEFINED IN REGULATION S) AND (B)
THE DATE OF THE CLOSING OF THE ORIGINAL OFFERING. AS USED HEREIN, THE TERMS
"OFFSHORE TRANSACTION", "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANINGS
GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.

BY ITS ACQUISITION OF THIS SECURITY THE HOLDER THEREOF WILL BE DEEMED TO HAVE
REPRESENTED AND WARRANTED THAT EITHER (I) NO PORTION OF THE ASSETS USED BY SUCH
HOLDER TO ACQUIRE AND HOLD THIS SECURITY CONSTITUTES THE ASSETS OF AN EMPLOYEE
BENEFIT PLAN THAT IS SUBJECT TO TITLE I OF THE U.S. EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OF PLANS, INDIVIDUAL RETIREMENT
ACCOUNTS OR OTHER ARRANGEMENTS THAT ARE SUBJECT TO SECTION 4975 OF THE U.S.
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE") OR PROVISIONS UNDER ANY
FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAWS OR REGULATIONS THAT ARE SIMILAR TO
SUCH PROVISIONS OF ERISA OR THE CODE ("SIMILAR LAWS"), OR OF AN ENTITY WHOSE
UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE "PLAN ASSETS" OF SUCH PLANS,
ACCOUNTS OR ARRANGEMENTS, OR (II) THE PURCHASE AND HOLDING OF THIS SECURITY WILL
NOT CONSTITUTE A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR
SECTION 4975 OF THE CODE OR A SIMILAR VIOLATION UNDER ANY APPLICABLE SIMILAR
LAWS.

[FOR AS LONG AS THIS GLOBAL SECURITY IS DEPOSITED WITH OR ON BEHALF OF THE
DEPOSITARY TRUST COMPANY IT SHALL BEAR THE FOLLOWING LEGEND.] UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY TRUST
COMPANY, A NEW YORK CORPORATION ("DEPOSITARY"), NEW YORK, NEW YORK, TO THE
COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE IS

                                       A-3

<PAGE>

SUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DEPOSITARY (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DEPOSITARY), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT
NOT IN PART, TO THE DEPOSITARY, TO NOMINEES OF DEPOSITARY 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 THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.

                                       A-4

<PAGE>

No. [___]                                          Principal Amount $__________,
                                         as revised by the Schedule of Increases
                                and Decreases in the Global Note attached hereto
                                                                   CUSIP NO. [ ]

                      FISHER SCIENTIFIC INTERNATIONAL INC.

                2.50% Convertible Senior Note due October 1, 2023

                  Fisher Scientific International Inc., a Delaware corporation,
promises to pay to Cede & Co., or registered assigns, the principal sum of
$__________ Dollars, as revised by the Schedule of Increases and Decreases in
the Global Note attached hereto, on October 1, 2023.

                  Interest Payment Dates: April 1 and October 1.

                  Record Dates: March 15 and September 15.

                  Additional provisions of this Note are set forth on the other
side of this Note.

                                           FISHER SCIENTIFIC INTERNATIONAL INC.

                                           By: _________________________________

                                           By: _________________________________

TRUSTEE'S CERTIFICATE OF
    AUTHENTICATION

Dated:

J.P. MORGAN TRUST COMPANY, N.A.
   as Trustee, certifies that this is one of
   the Notes referred to in the Indenture.

By: _____________________________
         Authorized Signatory

                                       A-5

<PAGE>

                       [FORM OF REVERSE SIDE OF SECURITY]

                2.50% Convertible Senior Note due October 1, 2023

1.       Interest

                  Fisher Scientific International Inc., a Delaware corporation
(such corporation, and its successors and assigns under the Indenture
hereinafter referred to, being herein called the "Company"), promises to pay
interest on the principal amount of this Note at the rate per annum shown above.
The Company will pay interest semiannually on April 1 and October 1 of each
year. Interest on the Notes will accrue from the most recent date to which
interest has been paid on the Notes or, if no interest has been paid, from July
7, 2003. The Company shall pay interest on overdue principal or premium, if any
(plus interest on such interest to the extent lawful), at the rate borne by the
Notes to the extent lawful. Interest will be computed on the basis of a 360-day
year of twelve 30-day months.

2.       Method of Payment

                  By no later than 10:00 a.m. (New York City time) on the date
on which any principal of or interest on any Note is due and payable, the
Company shall irrevocably deposit with the Trustee or the Paying Agent money
sufficient to pay such principal, premium, if any, and/or interest. The Company
will pay interest (except Defaulted Interest) on the principal amount of the
Notes on each April 1 and October 1 to the Persons who are registered Holders of
Notes at the close of business on the March 15 and September 15 next preceding
the interest payment date even if Notes are canceled or repurchased after the
record date and on or before the interest payment date. Holders must surrender
Notes to a Paying Agent to collect principal payments. The Company will pay
principal and interest in money of the United States that at the time of payment
is legal tender for payment of public and private debts. Payments in respect of
Notes represented by a Global Note (including principal, premium, if any, and
interest) will be made by the transfer of immediately available funds to the
accounts specified by the Depositary. The Company will make all payments in
respect of a Definitive Note (including principal, premium, if any, and
interest) by mailing a check to the registered address of each Holder thereof as
such address shall appear on the Note Register; provided, however, that payments
on the Notes may also be made, in the case of a Holder of at least $1,000,000
aggregate principal amount of Notes, by wire transfer to a U.S. dollar account
maintained by the payee with a bank in the United States if such Holder elects
payment by wire transfer by giving written notice to the Trustee or the Paying
Agent to such effect designating such account no later than 15 days immediately
preceding the relevant due date for payment (or such other date as the Trustee
may accept in its discretion).

3.       Paying Agent, Conversion Agent and Registrar

                  Initially, J.P. Morgan Trust Company, National Association
("Trustee") will act as Paying Agent and Registrar. The Company may appoint and
change any Paying Agent, Conversion Agent, Registrar or co-registrar without
notice to any Holder. The Company or any of its

                                       A-6

<PAGE>

domestically incorporated Subsidiaries may act as Paying Agent, Conversion
Agent, Registrar or co-registrar.

4.       Indenture

                  The Company issued the Notes under an Indenture dated as of
July 7, 2003 (as it may be amended or supplemented from time to time in
accordance with the terms thereof, the "Indenture"), among the Company and the
Trustee. The terms of the Notes include those stated in the Indenture and those
made part of the Indenture by reference to the Trust Indenture Act of 1939 (15
U.S.C. Sections 77aaa-77bbbb) as in effect from time to time (the "Act").
Capitalized terms used herein and not defined herein have the meanings ascribed
thereto in the Indenture. The Notes are subject to all such terms, and Holders
are referred to the Indenture and the Act for a statement of those terms. To the
extent permitted by applicable law, in the event of any inconsistency between
the terms of this Note and the terms of the Indenture, the terms of the
Indenture shall control.

                  The Notes are general unsecured senior obligations of the
Company limited to $300,000,000 aggregate principal amount.

5.       Redemption at the Option of the Company

                  No sinking fund is provided for the Notes. The Notes are
redeemable for cash in whole, or in part, at any time on or after October 2,
2010 at the option of the Company at a redemption price ("Redemption Price")
equal to 100% of the principal amount of the Notes to be redeemed plus any
accrued and unpaid interest (including Liquidated Damages, if any) to the
Redemption Date.

6.       Notice of Redemption at the Option of the Company

                  Notice of redemption at the option of the Company shall be
mailed at least 30 days but not more than 60 days before a Redemption Date to
the Trustee, the Paying Agent and each Holder of Notes to be redeemed at the
Holder's registered address. If money sufficient to pay the Redemption Price of
all Notes (or portions thereof) to be redeemed on the Redemption Date is
deposited with the Paying Agent prior to or on the Redemption Date, on and after
the Redemption Date interest (including Liquidated Damages, if any), if any,
shall cease to accrue on such Notes or portions thereof. Notes in denominations
larger than $1,000 principal amount may be redeemed in part but only in integral
multiples of $1,000 principal amount.

7.       Purchase by the Company at the Option of the Holder; Purchase at the
         Option of the Holder Upon a Change in Control

                  (a)      Subject to the terms and conditions of the Indenture,
a Holder shall have the option to require the Company to purchase the Notes held
by such Holder on October 1, 2010, October 1, 2015 and October 1, 2020 (each, a
"Purchase Date") at a purchase price (the

                                       A-7

<PAGE>

"Purchase Price") equal to 100% of the principal amount of the Notes to be
purchased plus any accrued and unpaid interest (including Liquidated Damages, if
any) to such Purchase Date, upon delivery of a Purchase Notice containing the
information set forth in the Indenture, from the opening of business on the date
that is 20 Business Days prior to such Purchase Date until the close of business
on the fifth Business Day prior to such Purchase Date and upon delivery of the
Notes to the Paying Agent by the Holder as set forth in the Indenture. The
Company will pay the Purchase Price in cash with respect to the October 1, 2010
Purchase Date, but has the option to pay the Purchase Price in cash, Common
Stock or a combination thereof with respect to the other Purchase Dates.

                  Notes in denominations larger than $1,000 principal amount may
be purchased in part, but only in integral multiples of $1,000 principal amount.

                  (b)      If a Change in Control shall occur, each Holder shall
have the right, at such Holder's option and subject to the terms and conditions
of the Indenture, to require the Company to purchase any or all of such Holder's
Notes or any portion of the principal amount thereof that is equal to $1,000 or
an integral multiple of $1,000 on the day that is 35 days after the date of the
Company Notice of the occurrence of the Change in Control (subject to extension
to comply with applicable law) for a Change in Control Purchase Price equal to
100% of the principal amount of Notes purchased plus accrued and unpaid interest
(including Liquidated Damages, if any) to the Change in Control Purchase Date,
which Change in Control Purchase Price shall be paid by the Company in cash, as
set forth in the Indenture.

                  (c)      Holders have the right to withdraw any Purchase
Notice or Change in Control Purchase Notice, as the case may be, by delivery to
the Paying Agent of a written notice of withdrawal in accordance with the
provisions of the Indenture.

8.       Conversion

                  Subject to the procedures set forth in the Indenture, a Holder
may convert Notes into Common Stock on or before the close of business on
September 30, 2023 during the periods and upon satisfaction of the conditions
set forth in the Indenture.

                  Notes in respect of which a Holder has delivered a notice of
exercise of the option to require the Company to purchase such Notes pursuant to
Article VI or VII of the Indenture may be converted only if the notice of
exercise is withdrawn in accordance with the terms of the Indenture.

                  The initial Conversion Rate is 21.0686 shares of Common Stock
per $1,000 principal amount, subject to adjustment in certain events described
in the Indenture. The Company shall deliver in lieu of shares of Common Stock,
cash or a combination of cash and shares of Common Stock.

                                       A-8

<PAGE>

                  To convert the Notes a Holder must (1) complete and manually
sign the irrevocable conversion notice on the back of the Notes (or complete and
manually sign a facsimile of such notice) and deliver such notice to the
Conversion Agent at the office maintained by the Conversion Agent for such
purpose, (2) surrender the Notes to the Conversion Agent, (3) furnish
appropriate endorsements and transfer documents if required by the Conversion
Agent, the Company or the Trustee and (4) pay any transfer or similar tax, if
required.

9.       Denominations; Transfer; Exchange

                  The Notes are in registered form without coupons in
denominations of principal amount of $1,000 and whole multiples of $1,000. A
Holder may transfer or exchange Notes in accordance with the Indenture. The
Registrar may require a Holder, among other things, to furnish appropriate
endorsements or transfer documents and to pay any taxes and fees required by law
or permitted by the Indenture. The Registrar need not register the transfer of
or exchange any Notes for a period beginning 15 days before an interest payment
date and ending on such interest payment date.

10.      Persons Deemed Owners

                  The registered Holder of this Note may be treated as the owner
of this Note for all purposes.

11.      Unclaimed Money

                  If money for the payment of the principal of or premium, if
any, or interest on the Note remains unclaimed for two years, the Trustee or
Paying Agent shall pay the money back to the Company at its written request
unless an abandoned property law designates another person. After any such
payment, Holders entitled to the money must look only to the Company and not to
the Trustee for payment.

12.      Defeasance

                  Subject to certain conditions set forth in the Indenture, the
Company at any time may terminate some of its obligations under the Notes and
the Indenture if the Company deposits with the Trustee money or U.S. Government
Obligations for the payment of principal and interest on the Notes to maturity.

13.      Amendment, Waiver

                  Subject to certain exceptions set forth in the Indenture, (i)
the Indenture and the Notes may be amended with the written consent of the
Holders of at least a majority in principal amount of the then outstanding Notes
(including, without limitation, consents obtained in connection with a purchase
of, or tender offer or exchange offer for, Notes) and (ii) any default (other
than with respect to nonpayment) or noncompliance with any provision may be
waived

                                       A-9

<PAGE>

with the written consent of the Holders of a majority in principal amount of the
then outstanding Notes (including, without limitation, consents obtained in
connection with a purchase of, or tender offer or exchange offer for, Notes).
Subject to certain exceptions set forth in the Indenture, without the consent of
any Holder, the Company and the Trustee may amend the Indenture or the Notes.

14.      Defaulted Interest

                  Except as otherwise specified with respect to the Notes, any
Defaulted Interest on any Note shall forthwith cease to be payable to the
registered Holder thereof on the relevant regular record date or accrual date,
as the case may be, by virtue of having been such Holder, and such Defaulted
Interest may be paid by the Company as provided for in Section 2.13 of the
Indenture.

15.      Trustee Dealings with the Company

                  Subject to certain limitations set forth in the Indenture each
of the Trustee, Paying Agent, Conversion Agent and Registrar under the
Indenture, in its individual or any other capacity, may become the owner or
pledgee of Notes and may otherwise deal with and collect obligations owed to it
by the Company or its Affiliates and may otherwise deal with the Company or its
Affiliates with the same rights it would have if it were not Trustee.

16.      No Recourse Against Others

                  A director, officer, employee or stockholder, as such, of the
Company shall not have any liability for any obligations of the Company under
the Notes or the Indenture or for any claim based on, in respect of or by reason
of such obligations or their creation. By accepting a Note, each Holder waives
and releases all such liability. The waiver and release are part of the
consideration for the issue of the Notes.

17.      Authentication

                  This Note shall not be valid until an authorized signatory of
the Trustee (or an authenticating agent acting on its behalf) manually signs the
certificate of authentication on the other side of this Note.

18.      Abbreviations

                  Customary abbreviations may be used in the name of a Holder or
an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the
entirety), JT TEN (=joint tenants with rights of survivorship and not as tenants
in common), CUST (=custodian) and U/G/M/A (=Uniform Gift to Minors Act).

                                      A-10

<PAGE>

19.      CUSIP Numbers

                  Pursuant to a recommendation promulgated by the Committee on
Uniform Note Identification Procedures the Company has caused CUSIP numbers to
be printed on the Notes. No representation is made as to the accuracy of such
numbers as printed on the Notes and reliance may be placed only on the other
identification numbers placed thereon.

20.      Governing Law

                  This Note shall be governed by, and construed in accordance
with, the laws of the State of New York.

                  The Company will furnish to any Holder upon written request
and without charge to the Holder a copy of the Indenture which has in it the
text of this Note in larger type. Requests may be made to:

                           Fisher Scientific International Inc.
                           1 Liberty Lane
                           Hampton, New Hampshire 03842
                           Attention: General Counsel
                           Facsimile No.: (603) 926-5661

                                      A-11

<PAGE>

                                 ASSIGNMENT FORM

To assign this Note, fill in the form below:

I or we assign and transfer this Note to

        _________________________________________________________________
              (Print or type assignee's name, address and zip code)

              _____________________________________________________
                  (Insert assignee's soc. sec. or tax I.D. No.)

and irrevocably appoint ___________agent to transfer this Note on the books of
the Company. The agent may substitute another to act for him.

Date:____________________                     Your Signature:___________________

Signature Guarantee:  ______________________________
                      (Signature must be guaranteed)

________________________________________________________________________________
Sign exactly as your name appears on the other side of this Note.

The signature(s) should be guaranteed by an eligible guarantor institution
(banks, stockbrokers, savings and loan associations and credit unions with
membership in an approved signature guarantee medallion program), pursuant to
S.E.C. Rule 17Ad-15.

In connection with any transfer or exchange of any of the Notes evidenced by
this certificate occurring prior to the date that is two years after the later
of the date of original issuance of such Notes and the last date, if any, on
which such Notes were owned by the Company or any Affiliate of the Company, the
undersigned confirms that such Notes are being:

CHECK ONE BOX BELOW:

1.       [ ]      acquired for the undersigned's own account, without transfer;
                  or

2.       [ ]      transferred to the Company; or

3.       [ ]      transferred pursuant to and in compliance with Rule 144A under
                  the Securities Act of 1933, as amended (the "Securities Act");
                  or

4.       [ ]      transferred pursuant to an effective registration statement
                  under the Securities Act; or

5.       [ ]      transferred pursuant to and in compliance with Regulation S
                  under the Securities Act; or

                                      A-12

<PAGE>

6.       [ ]      transferred to an institutional accredited investor (as
                  defined in Rule 501(a)(1), (2), (3) or (7) under the
                  Securities Act), that has furnished to the Trustee a signed
                  letter containing certain representations and agreements (the
                  form of which letter appears as Section 2.7 of the Indenture);
                  or

7.       [ ]      transferred pursuant to another available exemption from the
                  registration requirements of the Securities Act of 1933.

Unless one of the boxes is checked, the Trustee will refuse to register any of
the Notes evidenced by this certificate in the name of any person other than the
registered Holder thereof; provided, however, that if box (5), (6) or (7) is
checked, the Trustee or the Company may require, prior to registering any such
transfer of the Notes, in their sole discretion, such legal opinions,
certifications and other information as the Trustee or the Company may
reasonably request to confirm that such transfer is being made pursuant to an
exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act, such as the exemption provided by Rule 144
under such Act.

                                           _____________________________________
                                           Signature

Signature Guarantee:

_______________________________            _____________________________________
(Signature must be guaranteed)             Signature

The signature(s) should be guaranteed by an eligible guarantor institution
(banks, stockbrokers, savings and loan associations and credit unions with
membership in an approved signature guarantee medallion program), pursuant to
S.E.C. Rule 17Ad-15.

TO BE COMPLETED BY PURCHASER IF (1) OR (3) 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, 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

                                      A-13

<PAGE>

              SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY

    The following increases or decreases in this Global Note have been made:

<TABLE>
<CAPTION>
                                                              Principal Amount of         Signature of
            Amount of decrease in    Amount of increase in      this Global Note      authorized signatory
 Date of     Principal Amount of      Principal Amount of        following such        of Trustee or Notes
Exchange      this Global Note         this Global Note       decrease or increase          Custodian
--------    ---------------------    ---------------------    --------------------    --------------------
<S>         <C>                      <C>                      <C>                     <C>
</TABLE>

                                      A-14

<PAGE>

                       OPTION OF HOLDER TO ELECT PURCHASE

                  If you want to elect to have this Note purchased by the
Company pursuant to Section 7.1 of the Indenture, check the box: [ ]

                  If you want to elect to have only part of this Note purchased
by the Company pursuant to Section 7.1 of the Indenture, state the amount in
principal amount (must be integral multiple of $1,000): $_______________.

Date:____________________            Your Signature: ___________________________
                                                     (Sign exactly as your name
                                                     appears on the other side
                                                     of this Note)

Signature Guarantee: ______________________________
                     (Signature must be guaranteed)

The signature(s) should be guaranteed by an eligible guarantor institution
(banks, stockbrokers, savings and loan associations and credit unions with
membership in an approved signature guarantee medallion program), pursuant to
Commission Rule 17Ad-15.

                                      A-15

<PAGE>

                FORM OF CERTIFICATE TO BE DELIVERED UPON EXCHANGE
                    OR REGISTRATION OF TRANSFER OF SECURITIES

                  Re:      2.50% Convertible Senior Notes due October 1, 2023 of
                           Fisher Scientific International Inc. (the "Company").

                  This Certificate relates to $______________________ principal
amount of Notes held in *______ book-entry or *______ definitive form by
_____________________ (the "Transferor").

                  The Transferor has requested the Trustee by written order to
exchange or register the transfer of a Note or Notes.

                  In connection with such request and in respect of each such
Note, the Transferor does hereby certify that the Transferor is familiar with
the Indenture, dated as of July 7, 2003 (as amended or supplemented to date, the
"Indenture"), between the Company and J.P. Morgan Trust Company, National
Association, as trustee (the "Trustee"), relating to the above-captioned Notes
and that the transfer of this Note does not require registration under the
Securities Act (as defined below) because:*

                  [ ]      Such Note is being acquired for the Transferor's own
account without transfer.

                  [ ]      Such Note is being transferred (i) to a "qualified
institutional buyer" (as defined in Rule 144A under the Securities Act of 1933,
as amended (the "Securities Act")), in accordance with Rule 144A under the
Securities Act or (ii) pursuant to an exemption from registration in accordance
with Rule 904 of Regulation S under the Securities Act (and in the case of
clause (ii), based upon an opinion of counsel if the Company or the Trustee so
requests, together with a certification in substantially the form of the Form of
Certificate to be Delivered in Connection with Transfers Pursuant to Regulation
S attached to this Note).

                  [ ]      Such Note is being transferred (i) pursuant to an
exemption from registration in accordance with Rule 144 under the Securities Act
(and based upon an opinion of counsel if the Company or the Trustee so requests)
or (ii) pursuant to an effective registration statement under the Securities
Act.

---------------------------
*        Fill in blank or check appropriate box, as applicable.

                                      A-16

<PAGE>

                  [ ]      Such Note is being transferred in reliance on and in
compliance with another exemption from the registration requirements of the
Securities Act (and based upon an opinion of counsel if the Company or the
Trustee so requests).

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

                                           [INSERT NAME OF TRANSFEROR]

                                           By: _________________________________
                                               Name:
                                               Title:
                                               Address:

                                                  Date:

                                      A-17

<PAGE>

                FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION
                     WITH TRANSFERS PURSUANT TO REGULATION S

                                                        _______________, _______

J.P. Morgan Trust Company, N.A., as Registrar
One Oxford Centre, Suite 1100
301 Grant Street
Pittsburgh, Pennsylvania 15219
Attention: Institutional Trust Services

Ladies and Gentlemen:

                  In connection with our proposed sale of certain 2.50%
Convertible Senior Notes due October 1, 2023 (the "Notes"), of Fisher Scientific
International Inc. (the "Company"), we represent that:

                  (i)      the offer or sale of the Notes was made in an
         "offshore transaction";

                  (ii)     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;

                  (iii)    no directed selling efforts have been made by us in
         the United States in contravention of the requirements of Rule 903(a)
         or Rule 904(a) of Regulation S under the U.S. Securities Act of 1933,
         as applicable;

                  (iv)     if this transfer of the Note is being made prior to
         the expiration of the one-year Distribution Compliance Period, such
         interest that is being transferred is held immediately thereafter
         through The Euroclear System or Clearstream Banking, societe anonyme;
         and

                  (v)      the transaction is not part of a plan or scheme to
         evade the registration requirements of the U.S. Securities Act of 1933.

                                      A-18

<PAGE>

                  You and the Company 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 proceedings or official inquiry
with respect to the matters covered hereby. Terms used in this certificate have
the meanings set forth in Regulation S under the U.S. Securities Act of 1933.

                                           Very truly yours,

                                           Name of Transferor:

                                           By: ___________________________
                                               Name:
                                               Title:
                                               Address:

                                      A-19

<PAGE>

                                CONVERSION NOTICE

To convert this Security into Common Stock of the Company, check the box:

[ ]

To convert only part of this Security, state the principal amount to be
converted (must be in multiples of $1,000):

$_______________________________________________________________________________

If you want the stock certificate made out in another person's name, fill in the
form below:

________________________________________________________________________________

(Insert other person's soc. sec. or tax I.D. no.)

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________
(Print or type other person's name, address and zip code)

_________________________________________________________________

Date:______________     Signature(s): _____________________________________

                                    ____________________________________________
                                    (Signatures must be guaranteed by an
                                    "eligible guarantor institution" meeting the
                                    requirements of the Registrar, which
                                    requirements include membership or
                                    participation in the Security Transfer Agent
                                    Medallion Program ("STAMP") or such other
                                    "signature guarantee program" as may be
                                    determined by the Registrar in addition to,
                                    or in substitution for, STAMP, all in
                                    accordance with the Securities Exchange Act
                                    of 1934, as amended.)

                                      A-20

<PAGE>

Signature(s) guaranteed by: ____________________________________________________
                            (Signatures must be guaranteed by an "eligible
                            guarantor institution" meeting the requirements of
                            the Registrar, which requirements include membership
                            or participation in the Security Transfer Agent
                            Medallion Program ("STAMP") or such other "signature
                            guarantee program" as may be determined by the
                            Registrar in addition to, or in substitution for,
                            STAMP, all in accordance with the Securities
                            Exchange Act of 1934, as amended.)

                                      A-21

<PAGE>

                                                                       EXHIBIT B

                    FORM OF TRANSFER CERTIFICATE FOR TRANSFER
                           OF RESTRICTED COMMON STOCK

                [NAME AND ADDRESS OF COMMON STOCK TRANSFER AGENT]

                  Re:      Fisher Scientific International Inc. 2.50%
                           Convertible Senior Notes Due 2023 (the "Notes")

                  Reference is hereby made to the Indenture dated as of July 7,
2003 between the Company and the Trustee (collectively, the "Indenture").
Capitalized terms used but not defined herein shall have the meanings given them
in the Indenture.

                  This letter relates to _________ shares of Common Stock
represented by the accompanying certificate(s) that were issued upon conversion
of Notes and which are held in the name of [name of transferor] (the
"Transferor") to effect the transfer of such Common Stock.

                  In connection with the transfer of such shares of Common
Stock, the undersigned confirms that such shares of Common Stock are being
transferred:

                  CHECK ONE BOX BELOW

                  (1)      [ ]      to the Company; or

                  (2)      [ ]      to a "qualified institutional buyer" (as
                                    defined in Rule 144A under the Securities
                                    Act of 1933) in accordance with Rule 144A
                                    under the Securities Act of 1933;

                  (3)      [ ]      pursuant to and in compliance with
                                    Regulation S under the Securities Act of
                                    1933 in off-shore transactions to non-U.S.
                                    Persons; or

                  (4)      [ ]      pursuant to an exemption from registration
                                    under the Securities Act of 1933 provided by
                                    Rule 144 thereunder.

                                       B-1

<PAGE>

                  Unless one of the boxes is checked, the transfer agent will
refuse to register any of the Common Stock evidenced by this certificate in the
name of any person other than the registered holder thereof; provided, however,
that if box (2) or (3) is checked, the transfer agent may require, prior to
registering any such transfer of the Common Stock such certifications and other
information, and if box (3) is checked such legal opinions, as the Company has
reasonably requested in writing, by delivery to the transfer agent of a standing
letter of instruction, to confirm that such transfer is being made pursuant to
an exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act of 1933.

                                   [Name of Transferor],

                                           By: _________________________________
                                               Name:
                                               Title:

                                          Dated:

                                       B-2