<PAGE>
                                                                     Exhibit 4.6

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                          INSIGHT HEALTH SERVICES CORP.

                   SENIOR SECURED FLOATING RATE NOTES DUE 2011

                                   ----------

                                    INDENTURE

                         Dated as of September 22, 2005

                                   ----------

                         U.S. BANK NATIONAL ASSOCIATION

                                     TRUSTEE

                                   ----------

================================================================================
<PAGE>
                             CROSS-REFERENCE TABLE*

<TABLE>
<CAPTION>
TRUST INDENTURE
  ACT SECTION                                                  INDENTURE SECTION
---------------                                                -----------------
<S>                                                            <C>
310(a)(1) ..................................................      7.10
   (a)(2) ..................................................      7.10
   (a)(3) ..................................................      N.A.
   (a)(4) ..................................................      N.A.
   (a)(5) ..................................................      7.10
   (b) .....................................................      7.10
   (c) .....................................................      N.A.
311(a) .....................................................      7.11
   (b) .....................................................      7.11
   (c) .....................................................      N.A.
312(a) .....................................................      2.06
   (b) .....................................................      13.03
   (c) .....................................................      13.03
313(a) .....................................................      7.06, 13.03
   (b)(1) ..................................................      N.A.
   (b)(2) ..................................................      7.06
   (c) .....................................................      7.06, 13.02
   (d) .....................................................      7.06
314(a) .....................................................      7.06, 13.05
   (b) .....................................................      N.A.
   (c)(1) ..................................................      N.A.
   (c)(2) ..................................................      N.A.
   (c)(3) ..................................................      N.A.
   (d) .....................................................      10.05
   (e) .....................................................      13.05
   (f) .....................................................      N.A.
315(a) .....................................................      N.A.
   (b) .....................................................      N.A.
   (c) .....................................................      N.A.
   (d) .....................................................      N.A.
   (e) .....................................................      N.A.
316(a) (last sentence) .....................................      N.A.
   (a)(1)(A) ...............................................      N.A.
   (a)(1)(B) ...............................................      N.A.
   (a)(2) ..................................................      N.A.
   (b) .....................................................      N.A.
   (c) .....................................................      13.14
</TABLE>

----------
N.A. means not applicable.

*    This Cross-Reference Table is not part of the Indenture.
<PAGE>
<TABLE>
<S>                                                               <C>
317(a)(1) ..................................................      N.A.
   (a)(2) ..................................................      N.A.
   (b) .....................................................      N.A.
318(a) .....................................................      N.A.
   (b) .....................................................      N.A.
   (c) .....................................................      13.01
</TABLE>
<PAGE>
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>                                                                         <C>
CROSS-REFERENCE TABLE....................................................      i

                                   ARTICLE ONE
                          DEFINITIONS AND INCORPORATION
                                  BY REFERENCE

Section 1.01    Definitions..............................................      1
Section 1.02    Other Definitions........................................     25
Section 1.03    Incorporation by Reference of Trust Indenture Act........     26
Section 1.04    Rules of Construction....................................     26

                                   ARTICLE TWO
                                    THE NOTES

Section 2.01    Form and Dating..........................................     27
Section 2.02    Execution and Authentication.............................     28
Section 2.03    Methods of Receiving Payments on the Notes...............     29
Section 2.04    Registrar and Paying Agent...............................     29
Section 2.05    Paying Agent to Hold Money in Trust......................     29
Section 2.06    Holder Lists.............................................     30
Section 2.07    Transfer and Exchange....................................     30
Section 2.08    Replacement Notes........................................     43
Section 2.09    Outstanding Notes........................................     43
Section 2.10    Treasury Notes...........................................     44
Section 2.11    Temporary Notes..........................................     44
Section 2.12    Cancellation.............................................     44
Section 2.13    Defaulted Interest.......................................     44
Section 2.14    CUSIP Numbers............................................     45

                                  ARTICLE THREE
                           REDEMPTION AND PREPAYMENT;
                           SATISFACTION AND DISCHARGE

Section 3.01    Notices to Trustee.......................................     45
Section 3.02    Selection of Notes to Be Redeemed........................     45
Section 3.03    Notice of Redemption.....................................     45
Section 3.04    Effect of Notice of Redemption...........................     46
Section 3.05    Deposit of Redemption Price..............................     46
Section 3.06    Notes Redeemed in Part...................................     47
Section 3.07    Optional Redemption......................................     47
Section 3.08    Mandatory Redemption.....................................     48
Section 3.09    Repurchase Offers........................................     48
Section 3.10    Application of Trust Money...............................     50
</TABLE>


                                        i
<PAGE>
<TABLE>
<S>                                                                         <C>
                                  ARTICLE FOUR
                                    COVENANTS

Section 4.01    Payment of Notes.........................................     50
Section 4.02    Maintenance of Office or Agency..........................     50
Section 4.03    Reports..................................................     51
Section 4.04    Compliance Certificate...................................     51
Section 4.05    Taxes....................................................     52
Section 4.06    Stay, Extension and Usury Laws...........................     52
Section 4.07    Restricted Payments......................................     52
Section 4.08    Dividend and Other Payment Restrictions Affecting
                   Restricted Subsidiaries...............................     57
Section 4.09    Incurrence of Indebtedness and Issuance of Disqualified
                   Stock.................................................     58
Section 4.10    Asset Sales..............................................     62
Section 4.11    Transactions with Affiliates.............................     63
Section 4.12    Liens....................................................     64
Section 4.13    Corporate Existence......................................     65
Section 4.14    Offer to Repurchase upon a Change of Control.............     65
Section 4.15    Limitation on Issuances and Sales of Capital Stock of
                   Restricted Subsidiaries...............................     66
Section 4.16    Designation of Restricted and Unrestricted Subsidiaries..     66
Section 4.17    Payments for Consent.....................................     67
Section 4.18    Limitations on Issuances of Guarantees of Indebtedness...     67
Section 4.19    Additional Guarantees....................................     68
Section 4.20    Sale and Leaseback Transactions..........................     68

                                  ARTICLE FIVE
                                   SUCCESSORS

Section 5.01    Merger, Consolidation or Sale of Assets..................     69

                                   ARTICLE SIX
                              DEFAULTS AND REMEDIES

Section 6.01    Events of Default........................................     70
Section 6.02    Acceleration.............................................     72
Section 6.03    Other Remedies...........................................     73
Section 6.04    Waiver of Past Defaults..................................     73
Section 6.05    Control by Majority......................................     74
Section 6.06    Limitation on Suits......................................     74
Section 6.07    Rights of Holders of Notes to Receive Payment............     74
Section 6.08    Collection Suit by Trustee...............................     75
Section 6.09    Trustee May File Proofs of Claim.........................     75
Section 6.10    Priorities...............................................     75
Section 6.11    Undertaking for Costs....................................     76
</TABLE>


                                       ii
<PAGE>
<TABLE>
<S>                                                                         <C>
                                  ARTICLE SEVEN
                                     TRUSTEE

Section 7.01    Duties of Trustee........................................     76
Section 7.02    Certain Rights of Trustee................................     77
Section 7.03    Individual Rights of Trustee.............................     78
Section 7.04    Trustee's Disclaimer.....................................     78
Section 7.05    Notice of Defaults.......................................     78
Section 7.06    Reports by Trustee to Holders of the Notes...............     78
Section 7.07    Compensation and Indemnity...............................     79
Section 7.08    Replacement of Trustee...................................     80
Section 7.09    Successor Trustee by Merger, Etc.........................     81
Section 7.10    Eligibility; Disqualification............................     81
Section 7.11    Preferential Collection of Claims Against Company........     81

                                  ARTICLE EIGHT
                       DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01    Option to Effect Legal Defeasance or Covenant
                   Defeasance............................................     81
Section 8.02    Legal Defeasance and Discharge...........................     81
Section 8.03    Covenant Defeasance......................................     82
Section 8.04    Conditions to Legal or Covenant Defeasance...............     82
Section 8.05    Deposited Money and U.S. Government Obligations to Be
                   Held in Trust; Other Miscellaneous Provisions.........     83
Section 8.06    Repayment to the Company.................................     84
Section 8.07    Reinstatement............................................     84

                                   ARTICLE NINE
                         AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01    Without Consent of Holders of Notes......................     85
Section 9.02    With Consent of Holders of Notes.........................     86
Section 9.03    Compliance with Trust Indenture Act......................     87
Section 9.04    Revocation and Effect of Consents........................     87
Section 9.05    Notation on or Exchange of Notes.........................     88
Section 9.06    Trustee to Sign Amendments, Etc..........................     88

                                   ARTICLE TEN
                                   COLLATERAL

Section 10.01   Security Documents.......................................     88
Section 10.02   Opinions of Counsel......................................     89
Section 10.03   Possession and Use of the Collateral.....................     89
Section 10.04   Suits to Protect the Collateral..........................     89
Section 10.05   Release of Collateral....................................     89
Section 10.06   Permitted Ordinary Course Activities with respect to
                   Collateral............................................     91
Section 10.07   Actions by the Trustee...................................     92
</TABLE>


                                       iii
<PAGE>
<TABLE>
<S>                                                                         <C>
Section 10.08   Purchaser Protected......................................     92

                                 ARTICLE ELEVEN
                                   GUARANTEES

Section 11.01   Guarantee................................................     92
Section 11.02   Limitation on Guarantor Liability........................     93
Section 11.03   Execution and Delivery of Guarantee......................     94
Section 11.04   Releases of Guarantors...................................     94

                                 ARTICLE TWELVE
                           SATISFACTION AND DISCHARGE

Section 12.01   Satisfaction and Discharge...............................     95
Section 12.02   Deposited Money and U.S. Government Obligations to Be
                   Held in Trust; Other Miscellaneous Provisions.........     96
Section 12.03   Repayment to the Company.................................     96

                                ARTICLE THIRTEEN
                                  MISCELLANEOUS

Section 13.01   Trust Indenture Act Controls.............................     96
Section 13.02   Notices..................................................     96
Section 13.03   Communication by Holders of Notes with Other Holders of
                   Notes.................................................     98
Section 13.04   Certificate and Opinion as to Conditions Precedent.......     98
Section 13.05   Statements Required in Certificate or Opinion............     98
Section 13.06   Rules by Trustee and Agents..............................     99
Section 13.07   No Personal Liability of Directors, Officers, Employees
                   and Stockholders......................................     99
Section 13.08   Governing Law............................................     99
Section 13.09   Consent to Jurisdiction..................................     99
Section 13.10   No Adverse Interpretation of Other Agreements............    100
Section 13.11   Successors...............................................    100
Section 13.12   Severability.............................................    100
Section 13.13   Counterpart Originals....................................    100
Section 13.14   Acts of Holders..........................................    100
Section 13.15   Benefit of Indenture.....................................    101
Section 13.16   Table of Contents, Headings, Etc.........................    102
Section 13.17   Trustee Not Fiduciary for Holders of Senior
                   Indebtedness..........................................    102
</TABLE>


                                       iv
<PAGE>
                                    EXHIBITS

<TABLE>
<S>           <C>
Exhibit A1    FORM OF NOTE

Exhibit A2    FORM OF REGULATION S TEMPORARY GLOBAL NOTE

Exhibit B     FORM OF CERTIFICATE OF TRANSFER

Exhibit C     FORM OF CERTIFICATE OF EXCHANGE

Exhibit D     FORM OF CERTIFICATE OF ACQUIRING INSTITUTIONAL
              ACCREDITED INVESTOR

Exhibit E     FORM OF NOTATION OF GUARANTEE

Exhibit F     FORM OF SUPPLEMENTAL INDENTURE

SCHEDULE I    EXISTING INDEBTEDNESS

SCHEDULE II   AGREEMENTS EXCLUDED FROM TRANSACTIONS WITH AFFILIATES COVENANT
</TABLE>


                                        v
<PAGE>
          INDENTURE dated as of September 22, 2005 among InSight Health Services
Corp., a Delaware corporation (the "COMPANY"), InSight Health Services Holdings
Corp., a Delaware corporation, (the "PARENT"), the Subsidiary Guarantors (as
defined below) and U.S. Bank National Association, a national banking
association, as trustee.

          The Company, the Parent, the Subsidiary Guarantors and the Trustee (as
defined below) agree as follows for the benefit of each other and for the equal
and ratable benefit of the Holders (as defined below) of the Senior Secured
Floating Rate Notes due 2011:

                                   ARTICLE ONE
                          DEFINITIONS AND INCORPORATION
                                  BY REFERENCE

Section 1.01 Definitions.

          "144A GLOBAL NOTE" means a global note substantially in the form of
Exhibit A1 hereto bearing the Global Note Legend and the Private Placement
Legend and deposited with or on behalf of, and registered in the name of, the
Depositary or its nominee that shall be issued in a denomination equal to the
outstanding principal amount at maturity of the Notes sold in reliance on Rule
144A.

          "ACQUIRED INDEBTEDNESS" means Indebtedness of a Person (a) existing at
the time such Person is merged with or into the Company or a Subsidiary or
becomes a Subsidiary or (b) assumed in connection with the acquisition of assets
from such Person.

          "ADDITIONAL NOTES" means Notes (other than the Notes issued on the
date hereof) issued under this Indenture in accordance with the provisions of
this Indenture.

          "AFFILIATE" means, with respect to any specified person, (a) any other
person directly or indirectly controlling or controlled by or under direct or
indirect common control with such specified person or (b) any other person that
owns, directly or indirectly, 10% or more of such specified person's Capital
Stock or any executive officer or director of any such specified person or other
person. For the purposes of this definition, "control," when used with respect
to any specified person, means the power to direct the management and policies
of such person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise; and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.

          "AFTER-ACQUIRED PROPERTY" means any and all assets or property (other
than Excluded Assets) acquired after the Issue Date, including, without
limitation, any property or assets acquired by the Company or any Guarantor from
a transfer from the Company or a Guarantor, which in each case constitutes
Collateral.

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

          "APPLICABLE INDEBTEDNESS" means:
<PAGE>
               (1) in respect of Asset Sales involving Collateral, Indebtedness
     secured on a first priority basis by the Collateral; or

               (2) in respect of Asset Sales not involving Collateral, Pari
     Passu Indebtedness.

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

          "ASSET SALE" means (i) the sale, lease, conveyance or other
disposition of any assets (including, without limitation, by way of merger,
consolidation or similar arrangement) (collectively, a "transfer") by the
Company or any Restricted Subsidiary other than in the ordinary course of
business and (ii) the issue or sale by the Company or any of its Restricted
Subsidiaries of Shares of Capital Stock of any of the Company's Restricted
Subsidiaries (which shall be deemed to include the sale, grant or conveyance of
any interest in the income, profits or proceeds therefrom). For the purposes of
this definition, the term "Asset Sale" does not include (a) any transfer of
properties or assets (i) that is governed by Section 5.01 hereof, Section 4.15
hereof (to the extent of clause (a) thereof) or Section 4.07 hereof (ii) between
or among the Company and its Subsidiaries that are Guarantors pursuant to
transactions that do not violate any other provision of this Indenture or (iii)
representing obsolete or permanently retired equipment and facilities, (b) the
sale or exchange of equipment in connection with the purchase or other
acquisition of other equipment, in each case used in the business of the Company
or its Restricted Subsidiaries as it was in existence on the Issue Date or any
business determined by the Board of the Company in its good faith judgment to be
reasonably related thereto; provided, that, to the extent such equipment sold or
exchanged represents Collateral, such other equipment purchased or acquired (A)
shall consist of assets that are not Excluded Assets and (B) shall be expressly
made subject to a first priority perfected Lien with respect to the Notes or (c)
any (1) single transaction or (2) series of related transactions, that involves
assets having a fair market value of less than $2.0 million, provided that the
aggregate fair market value of assets involved in all transactions consummated
from and after the Issue Date under clause (1) or (2) does not exceed $10
million. Notwithstanding anything to the contrary set forth above, a disposition
of Receivables and Related Assets other than pursuant to a Receivables Program
contemplated under Section 4.09 hereof shall be deemed to be an Asset Sale.

          "ATTRIBUTABLE DEBT" in respect of a Sale and Leaseback Transaction
means, at the time of determination, the present value of the obligation of the
lessee for net rental payments during the remaining term of the lease included
in such Sale and Leaseback Transaction, including any period for which such
lease has been extended or may, at the option of the lessor, be extended. Such
present value will be calculated using a discount rate equal to the rate of
interest implicit in such transaction, determined in accordance with GAAP;
provided, however, that if such Sale and Leaseback Transaction results in a
Capitalized Lease Obligation, the amount of Indebtedness represented thereby
will be determined in accordance with the definition of "Capitalized Lease
Obligation."

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


                                       2
<PAGE>
          "BENEFICIAL OWNER" has the meaning assigned to such term in Rule 13d-3
and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial
ownership of any particular "person" (as that term is used in Section 13(d)(3)
of the Exchange Act), such "person" shall be deemed to have beneficial ownership
of all securities that such "person" has the right to acquire by conversion or
exercise of other securities, whether such right is currently exercisable or is
exercisable only upon the occurrence of a subsequent condition. The terms
"BENEFICIALLY OWNS" and "BENEFICIALLY OWNED" shall have a corresponding meaning.

          "BOARD" means the Company's Board of Directors or the Parent's Board
of Directors, as applicable.

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

          "BROKER-DEALER" has the meaning set forth in the Registration Rights
Agreement.

          "BUSINESS DAY" means each Monday, Tuesday, Wednesday, Thursday and
Friday which is not a day on which banking institutions in New York are
authorized or obligated by law or executive order to close. If a payment date is
not a Business Day, payment may be made on the next succeeding day that is a
Business Day, and no interest shall accrue on such payment for the intervening
period.

          "CAPITALIZED LEASE OBLIGATION" means, with respect to any Person, any
lease of any property (whether real, personal or mixed) by that Person as lessee
which, in accordance with GAAP, is required to be accounted for as a capital
lease on the balance sheet of that Person.

          "CAPITAL STOCK" of any Person means any and all shares, interests,
partnership interests, participations, rights in or other equivalents (however
designated) of such Person's equity interest (however designated), whether now
outstanding or issued after the Issue Date.

          "CASH EQUIVALENTS" means, at any date, (a) securities issued or
directly and fully guaranteed or insured by the United States or any agency or
instrumentality thereof (provided that the full faith and credit of the United
States is pledged in support thereof) having maturities of not more than twelve
months from the date of acquisition, (b) U.S. dollar denominated time deposits
and certificates of deposit of (i) any lender under the Credit Agreement, (ii)
any domestic commercial bank of recognized standing having capital and surplus
in excess of $500,000,000 or (iii) any bank whose short-term commercial paper
rating from S&P is at least A-1 or the equivalent thereof or from Moody's is at
least P-1 or the equivalent thereof (any such bank being an "Approved Lender"),
in each case with maturities of not more than 270 days from the date of
acquisition, (c) commercial paper and variable or fixed rate notes issued by any
Approved Bank (or by the parent company thereof) or any variable rate notes
issued by, or guaranteed by, any domestic corporation rated A-1 (or the
equivalent thereof) or better by S&P or P-1 (or the equivalent thereof) or
better by Moody's and maturing within twelve months of the date of acquisition,
(d) repurchase agreements entered into by any Person with a bank or trust
company (including any of the lenders under the Credit Agreement) or recognized
securities


                                       3
<PAGE>
dealer having capital and surplus in excess of $500,000,000 for direct
obligations issued by or fully guaranteed by the United States in which such
Person shall have a perfected first priority security interest (subject to no
other Liens) and having, on the date of purchase thereof, a fair market value of
at least 100% of the amount of the repurchase obligations and (e) Investments,
classified in accordance with GAAP as current assets, in money market investment
programs registered under the Investment Company Act of 1940, as amended, which
are administered by reputable financial institutions having capital of at least
$500,000,000 and the portfolios of which are limited to Investments of the
character described in the foregoing subdivisions (a) through (d).

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

          (a) the consummation of any transaction (including, without
     limitation, any merger or consolidation) (i) prior to a Public Equity
     Offering by the Company or the Parent, the result of which is that the
     Principals and their Related Parties become the "beneficial owner" (as such
     term is defined in Rule 13d-3 and Rule 13d-5 under the Exchange Act) of
     less than 50% of the Voting Stock of the Company or the Parent, as the case
     may be (measured by voting power rather than the number of shares), or (ii)
     after a Public Equity Offering of the Company or the Parent, any "person"
     or "group" (as such terms are used in Section 13(d) and 14(d) of the
     Exchange Act), other than the Principals and their Related Parties, become
     the beneficial owner (as defined above), directly or indirectly, of 35% or
     more of the Voting Stock of the Company or the Parent, as the case may be,
     and such person is or becomes, directly or indirectly, the beneficial owner
     of a greater percentage of the voting power of the Voting Stock of the
     Company or the Parent, as the case may be, calculated on a fully diluted
     basis, than the percentage beneficially owned by the Principals and their
     Related Parties;

          (b) the direct or indirect sale, transfer, conveyance or other
     disposition (other than by way of merger or consolidation), in one or a
     series of related transactions, of all or substantially all of the
     properties or assets of the Company and its Subsidiaries or the Parent and
     its Subsidiaries, in each case, taken as a whole, to any "person" (as the
     term is defined in Section 13(d)(3) of the Exchange Act) other than the
     Principals or Related Parties of the Principals;

          (c) the first day on which a majority of the members of the Board of
     the Company or the Parent are not Continuing Directors; or

          (d) the Company or the Parent is liquidated or dissolved or adopts a
     plan of liquidation or dissolution, other than in a transaction that
     complies with the provisions described under Section 5.01 hereof.

          "CLEARSTREAM" means Clearstream Banking, societe anonyme, Luxembourg.

          "COLLATERAL" means collectively all of the property and assets that
are from time to time subject to the Lien of the Security Documents, including
the Liens, if any, required to be granted pursuant to this Indenture or the
Security Documents.


                                       4
<PAGE>
          "COLLATERAL AGENCY AGREEMENT" means the Collateral Agency Agreement
dated as of the Issue Date among the Company, the Guarantors, the Trustee and
the Collateral Agent, as the same may be amended, restated, supplemented,
replaced or modified from time to time.

          "COMMON STOCK" means, with respect to any Person, any and all shares,
interests, participations and other equivalents (however designated, whether
voting or non-voting) of such Person's Common Stock, whether now outstanding or
issued after the date of this Indenture, and includes, without limitation, all
series and classes of such Common Stock.

          "COMPANY REQUEST" or "COMPANY ORDER" means a written request or order
signed in the name of the Company by its Chairman, its President, any Vice
President, its Treasurer or an Assistant Treasurer, and delivered to the
Trustee.

          "CONSOLIDATED EBITDA" means, for any period, the sum of, without
duplication, Consolidated Net Income for such period, plus (or, in the case of
clause (d) below, plus or minus) the following items to the extent included in
computing Consolidated Net Income for such period: (a) Fixed Charges for such
period, plus (b) the provision for federal, state, local and foreign income
taxes of the Company and its Restricted Subsidiaries for such period, plus (c)
the aggregate depreciation and amortization expense of the Company and its
Restricted Subsidiaries for such period, plus (d) any other non-cash charges for
such period, and minus non-cash items increasing Consolidated Net Income for
such period, other than non-cash charges or items increasing Consolidated Net
Income resulting from changes in prepaid assets or accrued liabilities in the
ordinary course of business; plus (e) Minority Interest, provided that fixed
charges, income tax expense, depreciation and amortization expense and non-cash
charges of a Restricted Subsidiary will be included in Consolidated EBITDA only
to the extent (and in the same proportion) that the net income of such
Subsidiary was included in calculating Consolidated Net Income for such period.

          "CONSOLIDATED NET INCOME" means, for any period, the net income (or
net loss) of the Company and its Restricted Subsidiaries for such period as
determined on a consolidated basis in accordance with GAAP, adjusted to the
extent included in calculating such net income or loss by excluding (a) any net
after-tax extraordinary or nonrecurring gains or losses (less all fees and
expenses relating thereto), (b) any net after-tax gains or losses (less all fees
and expenses relating thereto) attributable to Asset Sales or discontinued
operations, (c) the portion of net income (or loss) of any Person (other than
the Company or a Restricted Subsidiary), including Unrestricted Subsidiaries, in
which the Company or any Restricted Subsidiary has an ownership interest, except
to the extent of the amount of dividends or other distributions actually paid to
the Company or any Restricted Subsidiary in cash during such period, (d) the net
income (or loss) of any Person combined with the Company or any Restricted
Subsidiary on a "pooling of interests" basis attributable to any period prior to
the date of combination, (e) the net income (but not the net loss) of any
Restricted Subsidiary to the extent that the declaration or payment of dividends
or similar distributions by such Restricted Subsidiary is at the date of
determination restricted, directly or indirectly, except to the extent that such
net income is actually paid to the Company or a Restricted Subsidiary thereof by
loans, advances, intercompany transfers, principal repayments or otherwise and
(f) the cumulative effect of a change in accounting principles.


                                       5
<PAGE>
          "CONSOLIDATED TANGIBLE ASSETS" means, as of the date of determination,
the total assets, less goodwill and other intangibles, shown on the balance
sheet of the Company and its Restricted Subsidiaries as of the most recent date
for which such a balance sheet is available, determined on a consolidated basis
in accordance with GAAP.

          "CONTINUING DIRECTORS" means, as of the date of determination, any
member of the Board of the Company or the Parent, as the case may be, who:

          (a) was a member of such Board on the Reference Date;

          (b) was nominated for election or elected to such Board with the
     approval of the majority of the Continuing Directors who were members of
     such Board at the time of such nomination or election; or

          (c) was nominated by one or more of the Principals and the Related
     Parties.

          "CORPORATE TRUST OFFICE OF THE TRUSTEE" shall be at the address of the
Trustee specified in Section 13.02 hereof or such other address as to which the
Trustee may give notice to the Company.

          "CREDIT AGREEMENT" means one or more debt facilities or commercial
paper facilities (including the Revolving Credit Agreement) with banks or other
institutional lenders providing for revolving credit loans, term loans, senior
secured, senior unsecured or subordinated note financings, receivables financing
or letters of credit, in each case together with agreements relating to the
provision of cash and treasury management services and other bank products or
services provided by a lender thereunder or an affiliate thereof and all other
agreements, instruments, and documents (including, without limitation, any
Guarantees and Security Documents) executed or delivered pursuant thereto or in
connection therewith, in each case as such agreement, other agreements,
instruments or documents may be amended, restated, supplemented, extended,
renewed, replaced, refinanced or otherwise modified from time to time,
including, without limitation, any agreement increasing or decreasing the amount
of, extending the maturity of, refinancing or otherwise restructuring all or a
portion of the Indebtedness under such agreements or any successor agreements.

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

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

          "DEFINITIVE NOTE" means a certificated Note registered in the name of
the Holder thereof and issued in accordance with Section 2.07 hereof,
substantially in the form of Exhibit A1 hereto except that such Note shall not
bear the Global Note Legend and shall not have the "Schedule of Exchanges of
Interests in the Global Note" attached thereto.

          "DEPOSIT ACCOUNTS COLLATERAL" means each Deposit Account maintained by
the Company or any Guarantor on the Issue Date and identified on a schedule to
the Security Documents and each Deposit Account established by the Company or
any Guarantor after the


                                       6
<PAGE>
Issue Date into which collections on Accounts and proceeds of other Receivables
and Related Assets are to be deposited. For purposes of this definition,
"Deposit Account" and "Accounts" shall have the meanings provided for by the
UCC.

          "DEPOSITARY" means, with respect to the Notes issuable or issued in
whole or in part in global form, the Person specified in Section 2.04 hereof as
the Depositary with respect to the Notes, and any and all successors thereto
appointed as depositary hereunder and having become such pursuant to the
applicable provision of this Indenture.

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

          "DETERMINATION DATE" means, with respect to an Interest Period, the
second London Banking Day preceding the first day of such Interest Period.

          "DISINTERESTED DIRECTOR" means, with respect to any transaction or
series of transactions in respect of which the Board is required to deliver a
resolution of the Board, to make a finding or otherwise take action under this
Indenture, a member of the Board who does not have any material direct or
indirect financial interest in or with respect to such transaction or series of
transactions.

          "DISQUALIFIED STOCK" means any class or series of Capital Stock that,
either by its terms, by the terms of any security into which it is convertible
or exchangeable or by contract or otherwise (i) is or upon the happening of an
event or passage of time would be, required to be redeemed prior to the final
Stated Maturity of the Notes, (ii) is redeemable at the option of the holder
thereof, at any time prior to such final Stated Maturity or (iii) at the option
of the holder thereof is convertible into or exchangeable for debt securities at
any time prior to such final Stated Maturity; provided that any Capital Stock
that would constitute Disqualified Stock solely as a result of the provisions
therein giving holders thereof the right to cause the issuer thereof to
repurchase or redeem such Capital Stock upon the occurrence of an "asset sale"
or "change of control" occurring prior to the Stated Maturity of the Notes will
not constitute Disqualified Stock if the "asset sale" or "change of control"
provisions applicable to such Capital Stock are no more favorable to the holders
of such Capital Stock than the provisions contained in Sections 4.10 and 4.14
hereof, and such Capital Stock specifically provides that the issuer will not
repurchase or redeem any such stock pursuant to such provisions prior to the
Company's repurchase of such Notes as are required to be repurchased pursuant to
the provisions contained in Sections 4.10 and 4.14 hereof.

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


                                       7
<PAGE>
          "EQUITY SPONSORS" means J.W. Childs Associates, L.P., J.W. Childs
Equity Partners II, L.P., The Halifax Group, L.L.C. and Halifax Capital
Partners, L.P.

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

          "EXCHANGE NOTES" means the Notes issued in the Exchange Offer in
accordance with Section 2.07(f) hereof.

          "EXCHANGE OFFER" has the meaning set forth in the Registration Rights
Agreement.

          "EXCLUDED ASSETS" means:

               (1) any interest in real property;

               (2) assets securing Capitalized Lease Obligations or Indebtedness
     under purchase money mortgages incurred pursuant to clause (c)(viii) under
     Section 4.09 hereof provided that such assets that are released from such
     security in connection with the incurrence of Indebtedness pursuant to
     clause (c)(xvi) under Section 4.09 hereof shall not be Excluded Assets;

               (3) Excluded Contracts;

               (4) any Voting Stock that is issued by a Foreign Subsidiary (that
     is a corporation for United States federal income tax purposes) and owned
     by the Company or any Guarantor, if and to the extent that the inclusion of
     such Voting Stock in the Collateral would cause the Collateral pledged by
     the Company or such Guarantor, as the case may be, to include in the
     aggregate more than 65% of the total combined voting power of all classes
     of Voting Stock of such Foreign Subsidiary;

               (5) any Capital Stock owned by the Company or a Guarantor and
     issued by an entity that is not a Wholly Owned Subsidiary of the Company or
     a Guarantor to the extent (and only with respect to such portion of such
     Capital Stock that would be prohibited as referred to below) that any joint
     venture agreement, between or among the Company and/or any Guarantor and
     one or more third parties with respect to a Permitted Joint Venture, by the
     express terms of a valid and enforceable restriction in favor of such third
     parties prohibits, or requires any consent for, the granting of a security
     interest in such Capital Stock by the Company or such Guarantor;

               (6) Receivables and Related Assets;

               (7) any Capital Stock and other securities of the Company, any of
     its Subsidiaries or any of the Parent's subsidiaries to the extent that the
     pledge of such Capital Stock or other securities to secure the Notes or the
     Guarantees would cause the Company, such Subsidiary or such subsidiary of
     the Parent, as the case may be, to be required to file separate financial
     statements with the SEC pursuant to Rule 3-16 of Regulation S-X (as in
     effect from time to time); and


                                       8
<PAGE>
               (8) proceeds and products from any and all of the foregoing
     excluded collateral described in clauses (1) through (7), unless such
     proceeds or products would otherwise constitute Collateral securing the
     Notes.

          "EXCHANGE OFFER REGISTRATION STATEMENT" has the meaning set forth in
the Registration Rights Agreement.

          "EXCLUDED CONTRACT" means at any date any rights or interest of the
Company or any Guarantor in, to or under any agreement, contract, license,
instrument, document or other general intangible (referred to solely for
purposes of this definition as a "Contract") to the extent that such Contract by
the express terms of a valid and enforceable restriction in favor of a Person
who is not the Company or any Guarantor, or any requirement of law, prohibits,
or requires any consent or establishes any other condition for, an assignment
thereof or a grant of a security interest therein by the Company or a Guarantor;
provided that: (1) rights to payment under any such Contract otherwise
constituting an Excluded Contract by virtue of this definition shall be included
in the Collateral to the extent permitted thereby or by Section 9-406 or Section
9-408 of the UCC, (2) all proceeds paid or payable to any of the Company or any
Guarantor from any sale, transfer or assignment of such Contract and all rights
to receive such proceeds shall be included in the Collateral and (3) any such
Contract otherwise constituting an Excluded Contract by virtue of this
definition shall be included in the Collateral to the extent the Company or any
Guarantor obtains such consent, or removes such condition specified above.

          "EXISTING INDEBTEDNESS" means the Indebtedness of the Company and its
Restricted Subsidiaries (other than Indebtedness under the Credit Agreement)
outstanding on the Issue Date and listed on Schedule I to this Indenture, until
such amounts are repaid.

          "EXISTING NOTES" means the 9 7/8% Senior Subordinated Notes Due 2011
of the Company.

          "FIXED CHARGE COVERAGE RATIO" means, for any period, the ratio of
Consolidated EBITDA for such period to Fixed Charges for such period.

          "FIXED CHARGES" means, for any period, without duplication, the sum of
(a) the amount that, in conformity with GAAP, would be set forth opposite the
caption "interest expense" (or any like caption) on a consolidated statement of
operations of the Company and its Restricted Subsidiaries for such period,
including, without limitation, (i) amortization of original issue discount, (ii)
the net cost of interest rate contracts (including, amortization of discounts),
(iii) the interest portion of any deferred payment obligation, (iv) amortization
of debt issuance costs, (v) the interest component of Capitalized Lease
Obligations, and (vi) imputed interest with respect to Attributable Debt plus
(b) all dividends and distributions paid (whether or not in cash) on Preferred
Stock and Disqualified Stock by the Company or any Restricted Subsidiary (to any
Person other than the Company or any of its Restricted Subsidiaries), other than
dividends on Equity Interests payable solely in Qualified Equity Interests of
the Company, computed on a tax effected basis, plus (c) all interest on any
Indebtedness of any Person guaranteed by the Company or any of its Restricted
Subsidiaries or secured by a lien on the assets of the Company or any of its
Restricted Subsidiaries; provided that Fixed Charges will not include (i) any
gain or loss from extinguishment of debt, including the write-off of debt
issuance costs, and (ii) the fixed


                                       9
<PAGE>
charges of a Restricted Subsidiary to the extent (and in the same proportion)
that the net income of such Subsidiary was excluded in calculating Consolidated
Net Income pursuant to clause (e) of the definition thereof for such period.

          "FOREIGN SUBSIDIARY" means a Restricted Subsidiary that is
incorporated in a jurisdiction other than the United States or a state thereof
or the District of Columbia and that has no material operations or assets in the
United States.

          "GAAP" means generally accepted accounting principles in the United
States, consistently applied, that are in effect on the Issue Date.

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

          "GLOBAL NOTES" means, individually and collectively, each of the
Restricted Global Notes and the Unrestricted Global Notes, substantially in the
form of Exhibit A1 or A2 hereto, as appropriate, issued in accordance with
Section 2.01, 2.07(b)(iv), 2.07(d)(ii) or 2.07(f) of this Indenture.

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

          "GUARANTEE" means a Guarantee of the Notes pursuant to this Indenture.

          "GUARANTORS" means: (1) the Parent; (2) the Subsidiary Guarantors; and
(3) any other Subsidiary that executes a Guarantee in accordance with the
provisions hereof; and their respective successors and assigns.

          "HEDGING OBLIGATIONS" means, with respect to any Person, the
obligations of such Person entered into in the ordinary course of business under
(i) interest rate swap agreements, interest rate cap agreements and interest
rate collar agreements and other similar financial agreements or arrangements
designed to protect such Person against, or manage the exposure of such Person
to, fluctuations in interest rates, and (ii) forward exchange agreements,
currency swap, currency option and other similar financial agreements or
arrangements designed to protect such Person against, or manage the exposure of
such Person to, fluctuations in foreign currency exchange rates.

          "HOLDER" means a Person in whose name a Note is, at the time of
determination, registered on the registrar's books.

          "IAI GLOBAL NOTE" means the global Note substantially in the form of
Exhibit A1 hereto bearing the Global Note Legend and the Private Placement
Legend and deposited with or on behalf of and registered in the name of the
Depositary or its nominee that will be issued in a denomination equal to the
outstanding principal amount of the Notes sold to Institutional Accredited
Investors.


                                       10
<PAGE>
          "INDEBTEDNESS" means (without duplication), with respect to any
Person, whether recourse is to all or a portion of the assets of such Person and
whether or not contingent, (a) every obligation of such Person for money
borrowed, (b) every obligation of such Person evidenced by bonds, debentures,
notes or other similar instruments, (c) every reimbursement obligation of such
Person with respect to letters of credit, bankers' acceptances or similar
facilities issued for the account of such Person, (d) every obligation of such
Person issued or assumed as the deferred purchase price of property or services,
(e) the attributable value of every Capitalized Lease Obligation of such Person,
(f) all Disqualified Stock of such Person valued at its maximum fixed repurchase
price, plus accrued and unpaid dividends thereon, (g) all obligations of such
Person under or in respect of Hedging Obligations, (h) all Attributable Debt,
and (i) every obligation of the type referred to in clauses (a) through (h) of
another Person and all dividends of another Person the payment of which, in
either case, such Person has guaranteed. For purposes of this definition, the
"maximum fixed repurchase price" of any Disqualified Stock that does not have a
fixed repurchase price will be calculated in accordance with the terms of such
Disqualified Stock as if such Disqualified Stock were purchased on any date on
which Indebtedness is required to be determined pursuant to this Indenture, and
if such price is based upon, or measured by, the fair market value of such
Disqualified Stock, such fair market value will be determined in good faith by
the board of directors of the issuer of such Disqualified Stock. Notwithstanding
the foregoing, trade accounts payable and accrued liabilities arising in the
ordinary course of business and any liability for federal, state or local taxes
or other taxes owed by such Person will not be considered Indebtedness for
purposes of this definition.

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

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

          "INITIAL PURCHASERS" means each of Banc of America Securities LLC and
CIBC World Markets Corp. as initial purchasers under the Purchase Agreement
dated September 16, 2005, among the Company, the Guarantors, Banc of America
Securities LLC and CIBC World Markets Corp.

          "INSTITUTIONAL ACCREDITED INVESTOR" means an institution that is an
"accredited investor" as defined in Rule 501(a)(1), (2), (3) or (7) under the
Securities Act, who are not also QIBs.

          "INTEREST PERIOD" means the period commencing on and including an
interest payment date and ending on and including the day immediately preceding
the next succeeding interest payment date, with the exception that the first
Interest Period shall commence on and include the Issue Date and end on and
include February 1, 2006.

          "INVESTMENT" in any Person means, (i) directly or indirectly, any
advance, loan or other extension of credit (including, without limitation, by
way of guarantee or similar arrangement) or capital contribution to such Person,
the purchase or other acquisition of any stock, bonds, notes, debentures or
other securities issued by such Person, the acquisition (by purchase or
otherwise) of all or substantially all of the business or assets of such Person,
or the


                                       11
<PAGE>
making of any investment in such Person, (ii) the designation of any Restricted
Subsidiary as an Unrestricted Subsidiary and (iii) the fair market value of the
Capital Stock (or any other Investment), held by the Company or any of its
Restricted Subsidiaries, of (or in) any Person that has ceased to be a
Restricted Subsidiary. Investments exclude endorsements for deposit or
collection in the ordinary course of business and extensions of trade credit on
commercially reasonable terms in accordance with normal trade practices.

          "ISSUE DATE" means the date on which the Notes are first issued.

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

          "LIBOR" means, with respect to an Interest Period, the rate (expressed
as a percentage per annum) for deposits in United States dollars for a
three-month period beginning on the second London Banking Day after the
Determination Date that appears on Telerate Page 3750 as of 11:00 a.m., London
time, on the Determination Date. If Telerate Page 3750 does not include such a
rate or is unavailable on a Determination Date, the Calculation Agent will
request the principal London office of each of four major banks in the London
interbank market, as selected by the Calculation Agent, to provide such bank's
offered quotation (expressed as a percentage per annum), as of approximately
11:00 a.m., London time, on such Determination Date, to prime banks in the
London interbank market for deposits in a Representative Amount in United States
dollars for a three-month period beginning on the second London Banking Day
after the Determination Date. If at least two such offered quotations are so
provided, LIBOR for the Interest Period will be the arithmetic mean of such
quotations. If fewer than two such quotations are so provided, the Calculation
Agent will request each of three major banks in New York City, as selected by
the Calculation Agent, to provide such bank's rate (expressed as a percentage
per annum), as of approximately 11:00 a.m., New York City time, on such
Determination Date, for loans in a Representative Amount in United States
dollars to leading European banks for a three-month period beginning on the
second London Banking Day after the Determination Date. If at least two such
rates are so provided, LIBOR for the Interest Period will be the arithmetic mean
of such rates. If fewer than two such rates are so provided, then LIBOR for the
Interest Period will be LIBOR in effect with respect to the immediately
preceding Interest Period.

          "LIEN" means any mortgage, charge, pledge, lien (statutory or
otherwise), privilege, security interest, hypothecation, assignment for
security, claim, or preference or priority or other encumbrance upon, or with
respect to, any property of any kind, real or personal, movable or immovable,
now owned or hereafter acquired. A Person will be deemed to own subject to a
Lien any property that such Person has acquired or holds subject to the interest
of a vendor or lessor under any conditional sale agreement, capital lease or
other title retention agreement.

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


                                       12
<PAGE>
          "LONDON BANKING DAY" is any day in which dealings in United States
dollars are transacted or, with respect to any future date, are expected to be
transacted in the London interbank market.

          "MINORITY INTEREST" means, with respect to any Person, interests in
income of such Person's Subsidiaries held by Persons other than such Person or
another Subsidiary of such Person, as reflected on such Person's consolidated
financial statements.

          "MOODY'S" means Moody's Investors Service and any successor thereof.

          "NET CASH PROCEEDS" means, with respect to any Asset Sale, the
proceeds thereof in the form of cash or Cash Equivalents, including payments in
respect of deferred payment obligations when received in the form of, or stock
or other assets when disposed for, cash or Cash Equivalents (except to the
extent that such obligations are financed or sold with recourse to the Company
or any Restricted Subsidiary), net of (a) brokerage commissions and other fees
and expenses (including fees and expenses of legal counsel and investment banks)
related to such Asset Sale, (b) provisions for all taxes payable as a result of
such Asset Sale, (c) payments made to retire Indebtedness where such
Indebtedness is secured by the assets that are the subject of such Asset Sale,
(d) amounts required to be paid to any Person (other than the Company or any
Restricted Subsidiary) owning a beneficial interest in the assets that are
subject to the Asset Sale and (e) appropriate amounts to be provided by the
Company or any Restricted Subsidiary, as the case may be, as a reserve required
in accordance with GAAP against any liabilities associated with such Asset Sale
and retained by the seller after such Asset Sale, including pension and other
post-employment benefit liabilities, liabilities related to environmental
matters and liabilities under any indemnification obligations associated with
such Asset Sale.

          "NON-RECOURSE INDEBTEDNESS" means Indebtedness of a Person (i) as to
which neither the Company nor any of its Restricted Subsidiaries (other than
such Person), (a) provides any guarantee or credit support of any kind
(including any undertaking, guarantee, indemnity, agreement or instrument that
would constitute Indebtedness) or (b) is directly or indirectly liable (as a
guarantor or otherwise), and (ii) the obligees of which will have recourse for
repayment of the principal of and interest on such Indebtedness and any fees,
indemnities, expense reimbursements or other amount of whatsoever nature accrued
or payable in connection with such Indebtedness solely against the assets of
such Person and not against any of the assets of the Company or its Restricted
Subsidiaries (other than such Person).

          "NON-U.S. PERSON" means a Person who is not a U.S. Person.

          "NOTES" means the Senior Secured Floating Rate Notes due 2011 of the
Company issued on the date hereof and the Exchange Notes. The Notes and the
Additional Notes, if any, shall be treated as a single class for all purposes
under this Indenture.

          "NOTE OBLIGATIONS" means the Notes, the Guarantees and all other
Obligations of any obligor under this Indenture, the Notes, the Exchange Notes,
the Guarantees and the Security Documents.


                                       13
<PAGE>
          "OBLIGATIONS" means any principal, interest, penalties, fees,
indemnifications, reimbursements, damages and other liabilities payable under
the documentation governing any Indebtedness.

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

          "OFFICERS' CERTIFICATE" means a certificate signed on behalf of the
Company by at least two Officers of the Company, one of whom must be the
principal executive officer, the principal financial officer, the treasurer or
the principal accounting officer of the Company, that meets the requirements of
Section 13.05 hereof.

          "OPINION OF COUNSEL" means an opinion from legal counsel who is
reasonably acceptable to the Trustee, that meets the requirements of Section
13.05 hereof.

          "PARI PASSU INDEBTEDNESS" means (a) with respect to the Notes,
Indebtedness that ranks pari passu in right of payment to the Notes and (b) with
respect to any Guarantee, Indebtedness that ranks pari passu in right of payment
to such Guarantee.

          "PARTICIPANT" means, with respect to the Depositary, Euroclear or
Clearstream, a Person who has an account with the Depositary, Euroclear or
Clearstream, respectively (and with respect to DTC, shall include Euroclear and
Clearstream).

          "PATIENT RECEIVABLES" means the patient accounts of the Company or any
Guarantor existing or hereinafter created, any and all rights to receive
payments due on such accounts from any obligor or other third-party payor under
or in respect of such accounts (including, without limitation, all insurance
companies, Blue Cross/Blue Shield, Medicare, Medicaid and health maintenance
organizations), and all proceeds of, or in any way derived, whether directly or
indirectly, from any of the foregoing (including, without limitation, all
interest, finance charges and other amounts payable by an obligor in respect
thereof).

          "PERMITTED BUSINESS" means the business conducted by the Company, its
Restricted Subsidiaries and Permitted Joint Ventures as of the Issue Date and
any and all diagnostic imaging and information businesses that in the good faith
judgment of the Board of the Company are reasonably related thereto.

          "PERMITTED INDEBTEDNESS" has the meaning set forth in Section 4.09(c)
hereof.

          "PERMITTED INVESTMENTS" means any of the following:

          (a) Investments in (i) United States dollars (including such dollars
as are held as overnight bank deposits and demand deposits with banks), (ii)
securities with a maturity of one year or less issued or directly and fully
guaranteed or insured by the United States or any agency or instrumentality
thereof (provided that the full faith and credit of the United States is pledged
in support thereof); (iii) certificates of deposit, Euro-dollar time deposits or
acceptances with a maturity of one year or less of any financial institution
that is a member of the Federal


                                       14
<PAGE>
Reserve System having combined capital and surplus of not less than
$500,000,000; (iv) any shares of money market mutual or similar funds having
assets in excess of $500,000,000; (v) repurchase obligations with a term not
exceeding seven days for underlying securities of the types described in clauses
(ii) and (iii) above entered into with any financial institution meeting the
qualifications specified in clause (iii) above; and (vi) commercial paper with a
maturity of one year or less issued by a corporation that is not an Affiliate of
the Company and is organized under the laws of any state of the United States or
the District of Columbia and having a rating (A) from Moody's of at least P-1 or
(B) from S&P of at least A-1;

          (b) Investments by the Company or any Restricted Subsidiary in another
Person, if as a result of such Investment (i) such other Person becomes a
Restricted Subsidiary or (ii) such other Person is merged or consolidated with
or into, or transfers or conveys all or substantially all of its assets to, the
Company or a Restricted Subsidiary;

          (c) Investments by the Company or a Restricted Subsidiary in the
Company or a Restricted Subsidiary;

          (d) Investments in existence on the Reference Date;

          (e) promissory notes or other evidence of Indebtedness received as a
result of Asset Sales permitted under Section 4.10 hereof;

          (f) loans or advances to officers, directors and employees of the
Company or any of its Restricted Subsidiaries made (i) in the ordinary course of
business in an amount not to exceed $5 million in the aggregate at any one time
outstanding or (ii) in connection with the purchase by such Persons of Equity
Interests of the Parent so long as the cash proceeds of such purchase received
by the Parent are contemporaneously remitted by the Parent to the Company as a
capital contribution;

          (g) any Investment by the Company or any Restricted Subsidiary of the
Company in Permitted Joint Ventures made after the Reference Date having an
aggregate fair market value, when taken together with all other Investments made
pursuant to this clause (g) that are at the time outstanding, not exceeding the
greater of (i) $30 million and (ii) 10% of the Consolidated Tangible Assets of
the Company as of the last day of the most recent full fiscal quarter ending
immediately prior to the date of such Investment (with the fair market value of
each Investment being measured at the time made and without giving effect to
subsequent changes in value);

          (h) any Investment by the Company or any Restricted Subsidiary in a
trust, limited liability company, special purpose entity or other similar entity
in connection with a Receivables Program; provided that (A) such Investment is
made by a Receivables Subsidiary and (B) the only assets transferred to such
trust, limited liability company, special purpose entity or other similar entity
consist of Receivables and Related Assets of such Receivables Subsidiary; and

          (i) other Investments that do not exceed $20 million in the aggregate
at any one time outstanding.


                                       15
<PAGE>
          "PERMITTED JOINT VENTURE" means any joint venture, partnership or
other Person designated by the Board of the Company, (i) at least 20% of whose
Capital Stock with voting power under ordinary circumstances to elect directors
(or Persons having similar or corresponding powers and responsibilities) is at
the time owned (beneficially or directly) by the Company and/or by one or more
Restricted Subsidiaries of the Company and if the Company owns more than 50% of
the Capital Stock of the Permitted Joint Venture, such Permitted Joint Venture
is either a Restricted Subsidiary of the Company or has been designated as an
Unrestricted Subsidiary of the Company in accordance with the provisions of
Section 4.16 hereof, (ii) (x) if it is an Unrestricted Subsidiary, all
Indebtedness of such Person is Non-Recourse Indebtedness or (y) if it is a
Person other than an Unrestricted Subsidiary, either all Indebtedness of such
Person is Non-Recourse Indebtedness or the only Indebtedness of such Person that
is not Non-Recourse Indebtedness is Indebtedness as to which any guarantee
provided by the Company or a Restricted Subsidiary complies with the provisions
of Sections 4.07 and 4.09 hereof, and (iii) which is engaged in a Permitted
Business; provided, that each of Berwyn Magnetic Resonance Center, LLC, Garfield
Imaging Center, Ltd., Tom's River Imaging Associates, L.P., St. John's Regional
Imaging Center, LLC, Dublin Diagnostic Imaging, LLC, Connecticut Lithotripsy,
LLC, Northern Indiana Oncology Center of Porter Memorial Hospital, LLC, Lockport
MRI, LLC, Wilkes-Barre Imaging, LLC, Sun Coast Imaging Center, LLC, Granada
Hills Open MRI, LLC, Daniel Freeman MRI, LLC, InSight-Premier Health, LLC,
Southern Connecticut Imaging Centers, LLC, Parkway Imaging Center, LLC,
Metabolic Imaging of Kentucky, LLC, Maine Molecular Imaging, LLC, Greater
Waterbury Imaging Center, L.P. and Central Maine Magnetic Imaging Associates,
shall be deemed to be a Permitted Joint Venture. Any such designation (other
than with respect to the Persons identified in the preceding sentence) shall be
evidenced to the Trustee by promptly filing with the Trustee a copy of the
resolution giving effect to such designation and an officer's certificate
certifying that such designation complied with the foregoing provisions.

          "PERMITTED LIENS" means:

               (1) Liens on Receivables and Related Assets securing Indebtedness
     incurred under paragraph (c)(i) under Section 4.09 hereof in an aggregate
     principal amount not to exceed $125 million less (A) up to $50 million of
     cash (or the fair market value of any other assets) to the extent applied
     to repurchase Existing Notes on the Issue Date or within two Business Days
     from the Issue Date and (B) the aggregate principal amount of any
     Additional Notes issued by the Company.

               (2) Liens in favor of the Company or any Restricted Subsidiary
     that is a Guarantor;

               (3) Liens on property of a Person existing at the time such
     Person is merged with or into or consolidated with the Company or any
     Restricted Subsidiary of the Company; provided that such Liens were in
     existence prior to the contemplation of such merger or consolidation and do
     not extend to any assets other than those of the Person merged into or
     consolidated with the Company or the Restricted Subsidiary;

               (4) Liens on property existing at the time of acquisition thereof
     by the Company or any Restricted Subsidiary of the Company, provided that
     such Liens were in


                                       16
<PAGE>
     existence prior to the contemplation of such acquisition and do not extend
     to any property other than the property so acquired by the Company or the
     Restricted Subsidiary;

               (5) Liens securing the Notes (other than Additional Notes) and
     the related Guarantees;

               (6) Liens existing on the Issue Date;

               (7) Liens securing Permitted Refinancing Indebtedness; provided
     that such Liens do not extend to any property or assets other than the
     property or assets that secure the Indebtedness being refinanced;

               (8) Liens to secure Indebtedness (including Capitalized Lease
     Obligations) permitted by paragraph 4.09(c)(viii) hereof provided that any
     such Lien (i) covers only the assets acquired, constructed or improved with
     such Indebtedness and (ii) is created within 90 days of such acquisition,
     construction or improvement;

               (9) Liens on cash or cash equivalents securing Hedging
     Obligations of the Company or any of its Restricted Subsidiaries (a) that
     are incurred for the purpose of fixing, hedging or swapping interest rate,
     commodity price or foreign currency exchange rate risk (or to reverse or
     amend any such agreements previously made for such purposes), and not for
     speculative purposes, or (b) securing letters of credit that support such
     Hedging Obligations;

               (10) Liens incurred or deposits made in the ordinary course of
     business in connection with worker's compensation, unemployment insurance
     or other social security obligations;

               (11) Lien, deposits or pledges to secure the performance of bids,
     tenders, contracts (other than contracts for the payment of Indebtedness),
     leases, or other similar obligations arising in the ordinary course of
     business;

               (12) Carriers', warehousemen's, mechanics', landlords',
     materialmen's, repairmen's or other like Liens arising in the ordinary
     course of business in respect of obligations not overdue for a period in
     excess of 60 days or which are being contested in good faith by appropriate
     proceedings promptly instituted and diligently prosecuted; provided,
     however, that any reserve or other appropriate provision as will be
     required to conform with GAAP will have been made for that reserve or
     provision;

               (13) survey exceptions, encumbrances, easements or reservations
     of, or rights of other for, rights of way, zoning or other restrictions as
     to the use of properties, and defects in title which, in the case of any of
     the foregoing, were not incurred or created to secure the payment of
     Indebtedness, and which in the aggregate do not materially adversely affect
     the value of such properties or materially impair the use for the purposes
     of which such properties are held by the Company or any of its Restricted
     Subsidiaries;


                                       17
<PAGE>
               (14) judgment and attachment Liens not giving rise to an Event of
     Default and notices of lis pendens and associated rights related to
     litigation being contested in good faith by appropriate proceedings and for
     which adequate reserves have been made;

               (15) Liens, deposits or pledges to secure public or statutory
     obligations, surety, stay, appeal, indemnity, performance or other similar
     bonds or obligations; any encumbrance on rights of the Company or any
     Guarantor to pledge interest in, or grant control over, Patient Receivables
     to third parties pursuant to applicable statutes; Liens, deposits or
     pledges in lieu of such bonds or obligations, or to secure such bonds or
     obligations, or to secure letters of credit in lieu of or supporting the
     payment of such bonds or obligations; and Liens of sellers of goods to the
     Company and any of its Restricted Subsidiaries arising under Article 2 of
     the UCC in the ordinary course of business, covering only the goods sold
     and securing only the unpaid purchase price for such goods and related
     expenses;

               (16) Liens in favor of collecting or payor banks having a right
     of setoff, revocation, refund or chargeback with respect to money or
     instruments of the Company or any Subsidiary thereof on deposit with or in
     possession of such bank;

               (17) any interest or title of a lessor, licensor or sublicensor
     in the property subject to any lease, license or sublicense (other than any
     property that is the subject of a Sale Leaseback Transaction);

               (18) Liens for taxes, assessments and governmental charges not
     yet delinquent or being contested in good faith and for which adequate
     reserves have been established to the extent required by GAAP;

               (19) Liens arising from precautionary UCC financing statements
     regarding operating leases or consignments;

               (20) Liens or assets directly related to a Sale and Leaseback
     Transaction to secure related Attributable Debt;

               (21) any interest of title of a buyer in connection with, and
     Liens arising from UCC financing statements relating to, a sale of
     Receivables and Related Assets pursuant to a Receivables Program; provided
     that such Liens do not extend to any assets other than Receivables and
     Related Assets;

               (22) Liens on insurance policies and the proceeds thereof
     securing the financing of the premiums with respect thereto; provided that
     such insurance policies are purchased in the ordinary course of business;

               (23) Liens securing Additional Notes and the related Guarantees
     incurred pursuant to clauses 4.09(c)(i), (xiv) or (xvi) hereof in an
     aggregate principal amount not to exceed $125 million less up to $50
     million of cash (or the fair market value of any other assets) to the
     extent applied to repurchase Existing Notes on the Issue Date or within two
     Business Days from the Issue Date; and


                                       18
<PAGE>
               (24) Liens not otherwise permitted by this Indenture so long as
     the aggregate outstanding principal amount of the obligations secured
     thereby does not exceed $3 million at any one time outstanding.

          "PERMITTED REFINANCING INDEBTEDNESS" means any Indebtedness of the
Company or any of its Restricted Subsidiaries issued in exchange for, or the net
proceeds of which are used to extend, refinance, renew, replace, defease or
refund other Indebtedness of the Company or any of its Restricted Subsidiaries;
provided that: (i) the principal amount of such Permitted Refinancing
Indebtedness does not exceed the principal amount of the Indebtedness so
extended, refinanced, renewed, replaced, defeased or refunded plus accrued
interest plus the lesser of the amount of any premium required to be paid in
connection with such refinancings pursuant to the terms of such indebtedness or
the amount of any premium reasonably determined by the Company as necessary to
accomplish such refinancing (in each case plus the amount of reasonable expenses
incurred in connection therewith); (ii) such Permitted Refinancing Indebtedness
has a Weighted Average Life to Maturity equal to or greater than the Weighted
Average Life to Maturity of, the Indebtedness being extended, refinanced,
renewed, replaced, defeased or refunded; (iii) if the Indebtedness being
extended, refinanced, renewed, replaced, defeased or refunded is subordinated in
right of payment to the Notes, such Permitted Refinancing Indebtedness has a
final maturity date not earlier than the final maturity date of, and is
subordinated in right of payment to, the Notes on terms at least as favorable to
the Holders as those contained in the documentation governing the Indebtedness
being extended, refinanced, renewed, replaced, defeased or refunded; and (iv)
such Permitted Refinancing Indebtedness shall not include Indebtedness of a
Restricted Subsidiary that refinances Indebtedness of the Company, or
Indebtedness of a Restricted Subsidiary that is not a Subsidiary Guarantor that
refinances Indebtedness of a Subsidiary Guarantor.

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

          "PREFERRED STOCK" means, with respect to any Person, any and all
shares, interests, partnership interests, participation, rights in or other
equivalents (however designated) of such Person's preferred or preference stock,
whether now outstanding or issued after the Issue Date, and including, without
limitation, all classes and series of preferred or preference stock of such
Person.

          "PRINCIPALS" means the Equity Sponsors and their respective
Affiliates.

          "PRIVATE PLACEMENT LEGEND" means the legend set forth in Section
2.07(g)(i) to be placed on all Notes issued under this Indenture except where
otherwise permitted by the provisions of this Indenture.

          "PUBLIC EQUITY OFFERING" means an offer and sale of Capital Stock
(other than Disqualified Stock) of the Company or the Parent pursuant to a
registration statement that has been declared effective by the SEC pursuant to
the Securities Act (other than a registration statement on Form S-8 or otherwise
relating to equity securities issuable under any employee benefit plan of the
Company).


                                       19
<PAGE>
          "PURCHASE MONEY OBLIGATIONS" of any Person means any obligations of
such Person to any seller or any other Person incurred or assumed to finance the
construction and/or acquisition of real or personal property to be used in the
business of such Person or any of its Subsidiaries in an amount that is not more
than 100% of the cost of such property, and incurred within 90 days after the
date of such construction or acquisition (excluding accounts payable to trade
creditors incurred in the ordinary course of business); provided that any Lien
on such Indebtedness shall not extend to any property other than the property so
acquired or constructed.

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

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

          "QUALIFIED STOCK" of any Person means any and all Capital Stock of
such Person, other than Disqualified Stock.

          "RECEIVABLES AND RELATED ASSETS" means all of the following property
and interests in property of the Company and each Guarantor, whether now owned
or existing or hereafter created, acquired or arising and wheresoever located:
(i) all Accounts; (ii) all Instruments, Chattel Paper (including, without
limitation, Electronic Chattel Paper), Documents, Letter-of-Credit Rights and
Supporting Obligations, in each case to the extent arising out of or relating
to, or given in exchange or settlement for or to evidence the obligation to pay,
any Account; (iii) all General Intangibles that arise out of or relate to any
Account or from which any Account arises; (iv) all of the Deposit Accounts
Collateral; (v) all monies now or at any time or times hereafter in the
possession or under the control of the lenders under the Revolving Credit
Agreement or a bailee of the lenders under the Revolving Credit Agreement,
including, without limitation, any cash collateral in any cash collateral
account, other than any proceeds from the sale or other disposition of any of
the Collateral; (vi) all products and cash and non-cash proceeds of the
foregoing, including, without limitation, proceeds of insurance in respect of
any of the foregoing; and (vii) all books and records (including, without
limitation, customer lists, files, correspondence, tapes, computer programs,
print-outs and other computer materials and records) of the Company or any
Guarantor pertaining to any of the foregoing. For purposes of this definition,
"Accounts," "Instruments," "Chattel Paper," "Electronic Chattel Paper,"
"Documents," "Letter-of-Credit Rights," "Supporting Obligations" and "General
Intangibles" shall have the meanings provided for by the UCC.

          "RECEIVABLES PROGRAM" means, with respect to any Person, any
securitization program pursuant to which such Person pledges, sells or otherwise
transfers or encumbers its Receivables and Related Assets, including a trust,
limited liability company, special purpose entity or other similar entity.

          "RECEIVABLES SUBSIDIARY" means a Wholly Owned Subsidiary (i) created
for the purpose of financing Receivables and Related Assets created in the
ordinary course of business of the Company and its Subsidiaries and (ii) the
sole assets of which consist of Receivables and Related Assets of the Company
and its Subsidiaries and Permitted Investments.


                                       20
<PAGE>
          "REFERENCE DATE" means October 17, 2001.

          "REGISTRATION RIGHTS AGREEMENT" means the Registration Rights
Agreement, dated as of the Issue Date, by and among the Company, the Guarantors
and the other parties named on the signature pages thereof, as such agreement
may be amended, modified or supplemented from time to time.

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

          "REGULATION S GLOBAL NOTE" means a Regulation S Temporary Global Note
or a Regulation S Permanent Global Note, as appropriate.

          "REGULATION S PERMANENT GLOBAL NOTE" means a permanent global Note in
the form of Exhibit A1 hereto bearing the Global Note Legend and the Private
Placement Legend and deposited with or on behalf of and registered in the name
of the Depositary or its nominee, issued in a denomination equal to the
outstanding principal amount at maturity of the Regulation S Temporary Global
Note upon expiration of the Restricted Period.

          "REGULATION S TEMPORARY GLOBAL NOTE" means a temporary global Note in
the form of Exhibit A2 hereto bearing the Global Note Legend, the Private
Placement Legend and the Temporary Regulation S Legend and deposited with or on
behalf of and registered in the name of the Depositary or its nominee, issued in
a denomination equal to the outstanding principal amount at maturity of the
Notes initially sold in reliance on Rule 903 of Regulation S.

          "RELATED PARTY" means:

          (a) any controlling stockholder, partner, member, 80% (or more) owned
Subsidiary, or immediate family member (in the case of an individual) of any
Principal; or

          (b) any trust, corporation, partnership or other entity, the
beneficiaries, stockholders, partners, owners or Persons beneficially holding an
80% or more controlling interest of which consist of any one or more Principals
and/or such other Persons referred to in the immediately preceding clause.

          "REPRESENTATIVE" means the trustee, agent or representative for any
Senior Indebtedness.

          "REPRESENTATIVE AMOUNT" means as at any date an amount equal to, or
approximately equal to, the aggregate principal amount of the Notes then
outstanding.

          "RESPONSIBLE OFFICER," when used with respect to the Trustee, means
any officer within the Corporate Trust Administration of the Trustee (or any
successor group of the Trustee) or any other officer of the Trustee customarily
performing functions similar to those performed by any of the above designated
officers and also means, with respect to a particular corporate trust matter,
any other officer to whom such matter is referred because of his or her
knowledge of and familiarity with the particular subject.


                                       21
<PAGE>
          "RESTRICTED DEFINITIVE NOTE" means a Definitive Note bearing the
Private Placement Legend.

          "RESTRICTED GLOBAL NOTE" means a Global Note bearing the Private
Placement Legend.

          "RESTRICTED PERIOD" means the 40-day restricted period as defined in
Regulation S.

          "RESTRICTED SUBSIDIARY" means any Subsidiary other than an
Unrestricted Subsidiary. Notwithstanding anything to the contrary herein or in
the Notes, Toms River Imaging Associates, L.P. will be deemed a Restricted
Subsidiary of the Company so long as the Company, directly or indirectly, own at
least 50% of the Voting Stock thereof.

          "REVOLVING CREDIT AGREEMENT" means the Amended and Restated Loan and
Security Agreement, to be dated as of the Issue Date, among the Company, the
Guarantors, the Lenders party thereto and Bank of America, N.A., as collateral
agent and administrative agent, providing for up to $30 million of revolving
credit borrowings and/or letters of credit, including any related notes,
guarantees, collateral documents, instruments and agreements executed in
connection therewith.

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

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

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

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

          "SALE AND LEASEBACK TRANSACTION" means any transaction or series of
related transactions pursuant to which the Company or a Restricted Subsidiary
sells or transfers any property or asset in connection with the leasing, or the
resale against installment payments, of such property or asset to the seller or
transferor.

          "SEC" means the Securities and Exchange Commission.

          "SECURITIES ACT" means the Securities Act of 1933, as amended from
time to time, and the rules and regulations thereunder.

          "SECURITY DOCUMENTS" means, collectively, the Collateral Agency
Agreement, the Security Agreement (as defined in the Collateral Agency
Agreement), the Pledge Agreement (as defined in the Collateral Agency
Agreement), the Account Control Agreements (as defined in the Collateral Agency
Agreement), and all other pledges, agreements, financing statements, filings or
other documents that grant or evidence the Lien in the Collateral in favor of
the Collateral Agent for the benefit of the Trustee and the Holders of the
Notes, as they may be amended, restated, supplemented, replaced or modified from
time to time.


                                       22
<PAGE>
          "SHELF REGISTRATION STATEMENT" means the Shelf Registration Statement
as defined in the Registration Rights Agreement.

          "SIGNIFICANT SUBSIDIARY" means any Restricted Subsidiary of the
Company that, together with its Subsidiaries, (a) for the most recent fiscal
year of the Company, accounted for more than 10% of the consolidated net
revenues of the Company and its Subsidiaries, (b) as of the end of such fiscal
year, was the owner of more than 10% of the consolidated assets of the Company
and its Restricted Subsidiaries, in the case of either (a) or (b), as set forth
on the most recently available consolidated financial statements of the Company
for such fiscal year or (c) was organized or acquired after the beginning of
such fiscal year and would have been a Significant Subsidiary if it had been
owned during such entire fiscal year.

          "S&P" means Standard & Poor's Ratings Group and any successor thereof.

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

          "SUBORDINATED INDEBTEDNESS" means Indebtedness of the Company or a
Guarantor that is subordinated in right of payment to the Notes or the Guarantee
issued by such Guarantor, as the case may be.

          "SUBSIDIARY" means any Person a majority of the equity ownership or
Voting Stock of which is at the time owned, directly or indirectly, by the
Company and/or one or more other Subsidiaries of the Company. Notwithstanding
anything to the contrary herein or in the Notes, Toms River Imaging Associates,
L.P. will be deemed a Subsidiary of the Company so long as the Company, directly
or indirectly, own at least 50% of the Voting Stock thereof.

          "SUBSIDIARY GUARANTORS" means, collectively, all Wholly Owned
Restricted Subsidiaries (including any Person that becomes a Wholly Owned
Restricted Subsidiary after the Issue Date) that are incorporated in the United
States or a state thereof or the District of Columbia.

          "TELERATE PAGE 3750" means the display designated as "Page 3750" on
the Moneyline Telerate service (or such other page as may replace Page 3750 on
that service).

          "TEMPORARY REGULATION S LEGEND" means the legend set forth in Section
2.07(h) hereof, which is required to be placed on the Regulation S Temporary
Global Note.

          "TRUST INDENTURE ACT" or "TIA" means the Trust Indenture Act of 1939,
as amended (15 U.S.C. Sections 77aaa - 77bbbb), as in effect on the date on
which this Indenture is qualified under the TIA.


                                       23
<PAGE>
          "TRUSTEE" means U.S. Bank National Association, until a successor
replaces it in accordance with the applicable provisions of this Indenture and
thereafter means the successor serving hereunder.

          "UCC" means the Uniform Commercial Code (or any successor statute) as
adopted and in force in the State of New York or, when the laws of any other
state govern the method or manner of the perfection or enforcement of any
security interest in any asset, the Uniform Commercial Code (or any successor
statute) of such state.

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

          "UNRESTRICTED GLOBAL NOTE" means a permanent Global Note substantially
in the form of Exhibit A1 attached hereto that bears the Global Note Legend and
that has the "Schedule of Exchanges of Interests in the Global Note" attached
thereto, and that is deposited with or on behalf of and registered in the name
of the Depositary, representing a series of Notes that do not bear the Private
Placement Legend.

          "UNRESTRICTED SUBSIDIARY" means (a) any Subsidiary that is designated
by the Board of the Company as an Unrestricted Subsidiary in accordance with
Section 4.16 hereof and (b) any Subsidiary of an Unrestricted Subsidiary.

          "U.S. GOVERNMENT OBLIGATIONS" means (i) securities that are (a) direct
obligations of the United States of America for the payment of which the full
faith and credit of the United States of America 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 payment of which is
unconditionally guaranteed as a full faith and credit obligation by the United
States of America, which, in either case, are not callable or redeemable at the
option of the issuer thereof; and (ii) depositary receipts issued by a bank (as
defined in Section 3(a)(2) of the Securities Act) as custodian with respect to
any U.S. Government Obligation which is specified in clause (i) above and held
by such bank for the account of the holder of such depositary receipt, or with
respect to any specific payment of principal or interest on any U.S. Government
Obligation which is so specified and held, 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 Obligation or the specific payment
of principal or interest of the U.S. Government Obligation evidenced by such
depositary receipt.

          "U.S. PERSON" means a U.S. person as defined in Rule 902(o) under the
Securities Act.

          "VOTING STOCK" means any class or classes of Capital Stock pursuant to
which the holders thereof have the general voting power under ordinary
circumstances to elect at least a majority of the board of directors, managers
or trustees of any Person (irrespective of whether or not, at the time, stock of
any other class or classes has, or might have, voting power by reason of the
happening of any contingency).


                                       24
<PAGE>
          "WEIGHTED AVERAGE LIFE TO MATURITY" means, as of the date of
determination with respect to any Indebtedness or Disqualified Stock, the
quotient obtained by dividing (a) the sum of the products of (i) the number of
years from the date of determination to the date or dates of each successive
scheduled principal or liquidation value payment of such Indebtedness or
Disqualified Stock, respectively, multiplied by (ii) the amount of each such
principal or liquidation value payment by (b) the sum of all such principal or
liquidation value payments.

          "WHOLLY OWNED RESTRICTED SUBSIDIARY" means any Restricted Subsidiary,
all of the outstanding Voting Stock (other than directors' qualifying shares or
shares of foreign Restricted Subsidiaries required to be owned by foreign
nationals pursuant to applicable law) of which is owned, directly or indirectly,
by the Company.

          "WHOLLY OWNED SUBSIDIARY" means any Subsidiary, all of the outstanding
Voting Stock (other than directors' qualifying shares or shares of foreign
Subsidiaries required to be owned by foreign nationals pursuant to applicable
law) of which is owned, directly or indirectly, by the Company.

Section 1.02 Other Definitions.

<TABLE>
<CAPTION>
                                                                        DEFINED
                                                                          IN
TERM                                                                    SECTION
----                                                                  ----------
<S>                                                                   <C>
"AUTHENTICATION ORDER".............................................      2.02
"CALCULATION AGENT"................................................   Exhibit A1
"CHANGE OF CONTROL OFFER"..........................................       4.14
"CHANGE OF CONTROL PAYMENT"........................................       4.14
"CHANGE OF CONTROL PAYMENT DATE"...................................       4.14
"COMPANY"..........................................................    Preamble
"COVENANT DEFEASANCE"..............................................       8.03
"DTC"..............................................................       2.01
"EVENT OF DEFAULT".................................................       6.01
"EXCESS PROCEEDS"..................................................       4.10
"EXCESS PROCEEDS OFFER"............................................       4.10
"INCUR"............................................................       4.09
"LEGAL DEFEASANCE".................................................       8.02
"OFFER AMOUNT".....................................................       3.09
"OFFER PERIOD".....................................................       3.09
"PARENT"...........................................................    Preamble
"PAYING AGENT".....................................................       2.04
"PAYMENT DEFAULT"..................................................       6.01
"PURCHASE DATE"....................................................       3.09
"REGISTRAR"........................................................       2.04
"RELATED JUDGMENT".................................................      13.09
"RELATED PROCEEDINGS"..............................................      13.09
"REPURCHASE OFFER".................................................       3.09
"RESTRICTED PAYMENTS"..............................................       4.07
"SPECIFIED COURTS".................................................      13.09
</TABLE>


                                       25
<PAGE>
Section 1.03 Incorporation by Reference of Trust Indenture Act.

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

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

          "INDENTURE SECURITIES" means the Notes;

          "INDENTURE SECURITY HOLDER" means a Holder of a Note;

          "INDENTURE TO BE QUALIFIED" means this Indenture;

          "INDENTURE TRUSTEE" or "INSTITUTIONAL TRUSTEE" means the Trustee; and

          "OBLIGOR" on the Notes means the Company and any successor obligor
     upon the Notes.

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

Section 1.04 Rules of Construction.

          (a) Unless the context otherwise requires:

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

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

          (iii) "or" is not exclusive;

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

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

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


                                       26
<PAGE>
                                   ARTICLE TWO
                                    THE NOTES

Section 2.01 Form and Dating.

          (1) General. The Notes and the Trustee's certificate of authentication
shall be substantially in the form of Exhibit A1 or A2 hereto. The Notes may
have notations, legends or endorsements required by law, stock exchange rule or
usage. Each Note shall be dated the date of its authentication. The Notes shall
be issued in registered, global form without interest coupons and only shall be
in minimum denominations of $1,000 and integral multiples of $1,000 in excess
thereof.

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

          (2) Global Notes. Notes issued in global form shall be substantially
in the form of Exhibit A1 or A2 attached hereto (including the Global Note
Legend thereon and the "Schedule of Exchanges of Interests in the Global Note"
attached thereto). Notes issued in definitive form shall be substantially in the
form of Exhibit A1 attached hereto (but without the Global Note Legend thereon
and without the "Schedule of Exchanges of Interests in the Global Note" attached
thereto). Each Global Note shall represent such of the outstanding Notes as
shall be specified therein and each shall provide that it shall represent the
aggregate principal amount of outstanding Notes from time to time endorsed
thereon and that the aggregate principal amount of outstanding Notes represented
thereby may from time to time be reduced or increased, as appropriate, to
reflect exchanges and redemptions. Any endorsement of a Global Note to reflect
the amount of any increase or decrease in the aggregate principal amount of
outstanding Notes represented thereby shall be made by the Trustee in accordance
with instructions given by the Holder thereof as required by Section 2.07
hereof.

          (3) Temporary Global Notes. Notes offered and sold in reliance on
Regulation S shall be issued initially in the form of the Regulation S Temporary
Global Note, which shall be deposited on behalf of the purchasers of the Notes
represented thereby with the Trustee, as custodian for The Depository Trust
Company ("DTC") in New York, New York, and registered in the name of the
Depositary or the nominee of the Depositary for the accounts of designated
agents holding on behalf of Euroclear or Clearstream, duly executed by the
Company and authenticated by the Trustee as hereinafter provided. The Restricted
Period shall be terminated upon the receipt by the Trustee of (i) a written
certificate from Euroclear and Clearstream certifying that they have received
certification of non-United States beneficial ownership of 100% of the aggregate
principal amount at maturity of the Regulation S Temporary Global Note (except
to the extent of any Beneficial Owners thereof who acquired an interest therein
during the Restricted Period pursuant to another exemption from registration
under the Securities Act and who shall take delivery of a beneficial ownership
interest in a 144A Global Note bearing a Private Placement Legend, all as
contemplated by Section 2.07(a)(ii) hereof), and (ii) an Officers' Certificate
from the Company. Following the termination of the Restricted


                                       27
<PAGE>
Period, beneficial interests in the Regulation S Temporary Global Note shall be
exchanged for beneficial interests in Regulation S Permanent Global Notes
pursuant to the Applicable Procedures. Simultaneously with the authentication of
Regulation S Permanent Global Notes, the Trustee shall cancel the Regulation S
Temporary Global Note. The aggregate principal amount of the Regulation S
Temporary Global Note and the Regulation S Permanent Global Notes may from time
to time be increased or decreased by adjustments made on the records of the
Trustee and the Depositary or its nominee, as the case may be, in connection
with transfers of interest as hereinafter provided.

          (4) Euroclear and Clearstream Procedures Applicable. The provisions of
the "Operating Procedures of the Euroclear System" and "Terms and Conditions
Governing Use of Euroclear" and the "General Terms and Conditions of Cedel Bank"
and "Customer Handbook" of Clearstream shall be applicable to transfers of
beneficial interests in the Regulation S Temporary Global Note and the
Regulation S Permanent Global Notes that are held by Participants through
Euroclear or Clearstream.

Section 2.02 Execution and Authentication.

          Two Officers of the Company shall sign the Notes for the Company by
manual or facsimile signature.

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

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

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

          The Trustee shall, upon a written order of the Company signed by two
Officers of the Company (an "AUTHENTICATION ORDER") delivered to the Trustee,
authenticate Notes for original issue on the Issue Date in an aggregate
principal amount of $300 million. The Trustee shall authenticate Notes
thereafter in unlimited amount, so long as permitted by the terms of this
Indenture, including without limitation Section 4.09 and Section 4.12, for
original issuance pursuant to an Authentication Order, in aggregate principal
amount as specified in such order (other than as provided in Section 2.08).

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


                                       28
<PAGE>
Section 2.03 Methods of Receiving Payments on the Notes.

          If a Holder of Notes has given wire transfer instructions to the
Company at least 10 Business Days before payment is due, the Company shall pay
all principal, interest and premium and Liquidated Damages, if any, on that
Holder's Notes in accordance with those instructions. All other payments on
Notes shall be made at the office or agency of the Paying Agent and Registrar
within the City and State of New York unless the Company elects to make interest
payments by check mailed to the Holders at their addresses set forth in the
register of Holders. Payments of interest to the Trustee as Paying Agent, if the
Trustee then acts as Paying Agent, with respect to any Interest Payment Date (as
defined in the Notes) shall be made by the Company in immediately available
funds for receipt by the Trustee one Business Day prior to the such Interest
Payment Date (or in no event later than 12:30 p.m. Eastern Time on such Interest
Payment Date).

Section 2.04 Registrar and Paying Agent.

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

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

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

Section 2.05 Paying Agent to Hold Money in Trust.

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


                                       29
<PAGE>
Agent. Upon any bankruptcy or reorganization proceedings relating to the
Company, the Trustee shall serve as Paying Agent for the Notes.

Section 2.06 Holder Lists.

          The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
all Holders and shall otherwise comply with TIA Section 312(a). If the Trustee
is not the Registrar, the Company shall furnish to the Trustee at least seven
Business Days before each interest payment date and at such other times as the
Trustee may request in writing, a list in such form and as of such date as the
Trustee may reasonably require of the names and addresses of the Holders of
Notes and the Company shall otherwise comply with TIA Section 312(a).

Section 2.07 Transfer and Exchange.

          (a) Transfer and Exchange of Global Notes. A Global Note may not be
transferred as a whole except by the Depositary to a nominee of the Depositary,
by a nominee of the Depositary to the Depositary or to another nominee of the
Depositary, or by the Depositary or any such nominee to a successor Depositary
or a nominee of such successor Depositary. All Global Notes shall be exchanged
by the Company for Definitive Notes if (i) the Company delivers to the Trustee
notice from the Depositary that it is unwilling or unable to continue to act as
Depositary or that it is no longer a clearing agency registered under the
Exchange Act and, in either case, a successor Depositary is not appointed by the
Company within 90 days after the date of such notice from the Depositary; (ii)
the Company in its sole discretion determines that the Global Notes (in whole
but not in part) should be exchanged for Definitive Notes and delivers a written
notice to such effect to the Trustee; provided that in no event shall the
Regulation S Temporary Global Note be exchanged by the Company for Definitive
Notes prior to (x) the expiration of the Restricted Period and (y) the receipt
by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B)
under the Securities Act; or (iii) there shall have occurred and be continuing a
Default or Event of Default with respect to the Notes. Upon the occurrence of
any of the preceding events in (i), (ii) or (iii) above, Definitive Notes shall
be issued in such names as the Depositary shall instruct the Trustee. Global
Notes also may be exchanged or replaced, in whole or in part, as provided in
Sections 2.08 and 2.11 hereof. Every Note authenticated and delivered in
exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to
this Section 2.07 or Section 2.08 or 2.11 hereof, shall be authenticated and
delivered in the form of, and shall be, a Global Note. A Global Note may not be
exchanged for another Note other than as provided in this Section 2.07(a),
however, beneficial interests in a Global Note may be transferred and exchanged
as provided in Section 2.07(b), (c) or (f) hereof.

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


                                       30
<PAGE>
          (i) Transfer of Beneficial Interests in the Same Global Note.
     Beneficial interests in any Restricted Global Note may be transferred to
     Persons who take delivery thereof in the form of a beneficial interest in
     the same Restricted Global Note in accordance with the transfer
     restrictions set forth in the Private Placement Legend; provided, however,
     that prior to the expiration of the Restricted Period, transfers of
     beneficial interests in the Regulation S Temporary Global Note may not be
     made to a U.S. Person or for the account or benefit of a U.S. Person (other
     than an Initial Purchaser). Beneficial interests in any Unrestricted Global
     Note may be transferred to Persons who take delivery thereof in the form of
     a beneficial interest in an Unrestricted Global Note. No written orders or
     instructions shall be required to be delivered to the Registrar to effect
     the transfers described in this Section 2.07(b)(i).

          (ii) All Other Transfers and Exchanges of Beneficial Interests in
     Global Notes. In connection with all transfers and exchanges of beneficial
     interests that are not subject to Section 2.07(b)(i) above, the transferor
     of such beneficial interest must deliver to the Registrar either (A) (1) a
     written order from a Participant or an Indirect Participant given to the
     Depositary in accordance with the Applicable Procedures directing the
     Depositary to credit or cause to be credited a beneficial interest in
     another Global Note in an amount equal to the beneficial interest to be
     transferred or exchanged and (2) instructions given in accordance with the
     Applicable Procedures containing information regarding the Participant
     account to be credited with such increase or (B) (1) a written order from a
     Participant or an Indirect Participant given to the Depositary in
     accordance with the Applicable Procedures directing the Depositary to cause
     to be issued a Definitive Note in an amount equal to the beneficial
     interest to be transferred or exchanged and (2) instructions given by the
     Depositary to the Registrar containing information regarding the Person in
     whose name such Definitive Note shall be registered to effect the transfer
     or exchange referred to in (1) above; provided that in no event shall
     Definitive Notes be issued upon the transfer or exchange of beneficial
     interests in the Regulation S Temporary Global Note prior to (x) the
     expiration of the Restricted Period and (y) the receipt by the Registrar of
     any certificates required pursuant to Rule 903 under the Securities Act.
     Upon consummation of an Exchange Offer by the Company in accordance with
     Section 2.07(f) hereof, the requirements of this Section 2.07(b)(ii) shall
     be deemed to have been satisfied upon receipt by the Registrar of the
     instructions contained in the Letter of Transmittal delivered by the Holder
     of such beneficial interests in the Restricted Global Notes. Upon
     satisfaction of all of the requirements for transfer or exchange of
     beneficial interests in Global Notes contained in this Indenture and the
     Notes or otherwise applicable under the Securities Act, the Trustee shall
     adjust the principal amount at maturity of the relevant Global Notes
     pursuant to Section 2.07(i) hereof.

          (iii) Transfer of Beneficial Interests to Another Restricted Global
     Note. A beneficial interest in any Restricted Global Note may be
     transferred to a Person who takes delivery thereof in the form of a
     beneficial interest in another Restricted Global Note if the transfer
     complies with the requirements of Section 2.07(b)(ii) above and the
     Registrar receives the following:


                                       31
<PAGE>
               (A) if the transferee shall take delivery in the form of a
          beneficial interest in the 144A Global Note, then the transferor must
          deliver a certificate in the form of Exhibit B hereto, including the
          certifications in item (1) thereof; and

               (B) if the transferee shall take delivery in the form of a
          beneficial interest in the Regulation S Temporary Global Note or
          Regulation S Permanent Global Note, then the transferor must deliver a
          certificate in the form of Exhibit B hereto, including the
          certifications in item (2) thereof.

          (iv) Transfer and Exchange of Beneficial Interests in a Restricted
     Global Note for Beneficial Interests in the Unrestricted Global Note. A
     beneficial interest in any Restricted Global Note may be exchanged by any
     Holder thereof for a beneficial interest in an Unrestricted Global Note or
     transferred to a Person who takes delivery thereof in the form of a
     beneficial interest in an Unrestricted Global Note if the exchange or
     transfer complies with the requirements of Section 2.07(b)(ii) above and:

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

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

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

               (D) the Registrar receives the following:

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

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

          and, in each such case set forth in this subparagraph (D), if the
          Registrar so requests or if the Applicable Procedures so require, an
          Opinion of Counsel in form reasonably acceptable to the Registrar to
          the effect that such exchange or


                                       32
<PAGE>
          transfer is in compliance with the Securities Act and that the
          restrictions on transfer contained herein and in the Private Placement
          Legend are no longer required in order to maintain compliance with the
          Securities Act.

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

          Beneficial interests in an Unrestricted Global Note cannot be
exchanged for, or transferred to Persons who take delivery thereof in the form
of, a beneficial interest in a Restricted Global Note.

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

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

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

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

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

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

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


                                       33
<PAGE>
               (F) if such beneficial interest is being transferred to the
          Company or any of its Subsidiaries, a certificate to the effect set
          forth in Exhibit B hereto, including the certifications in item (3)(b)
          thereof; or

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

     the Trustee shall cause the aggregate principal amount of the applicable
     Global Note to be reduced accordingly pursuant to Section 2.07(i) hereof,
     and the Company shall execute and the Trustee shall authenticate and
     deliver to the Person designated in the instructions a Definitive Note in
     the appropriate principal amount. Any Definitive Note issued in exchange
     for a beneficial interest in a Restricted Global Note pursuant to this
     Section 2.07(c) shall be registered in such name or names and in such
     authorized denomination or denominations as the Holder of such beneficial
     interest shall instruct the Registrar through instructions from the
     Depositary and the Participant or Indirect Participant. The Trustee shall
     deliver such Definitive Notes to the Persons in whose names such Notes are
     so registered. Any Definitive Note issued in exchange for a beneficial
     interest in a Restricted Global Note pursuant to this Section 2.07(c)(i)
     shall bear the Private Placement Legend and shall be subject to all
     restrictions on transfer contained therein.

          (ii) Beneficial Interests in Regulation S Temporary Global Note to
     Definitive Notes. Notwithstanding Sections 2.07(c)(i)(A) and (C) hereof, a
     beneficial interest in the Regulation S Temporary Global Note may not be
     exchanged for a Definitive Note or transferred to a Person who takes
     delivery thereof in the form of a Definitive Note prior to (x) the
     expiration of the Restricted Period and (y) the receipt by the Registrar of
     any certificates required pursuant to Rule 903(b)(3)(ii)(B) under the
     Securities Act, except in the case of a transfer pursuant to an exemption
     from the registration requirements of the Securities Act other than Rule
     903 or Rule 904.

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

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

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


                                       34
<PAGE>
               (C) such transfer is effected by a Broker-Dealer pursuant to the
          Exchange Offer Registration Statement in accordance with the
          Registration Rights Agreement; or

               (D) the Registrar receives the following:

                    (1) if the Holder of such beneficial interest in a
               Restricted Global Note proposes to exchange such beneficial
               interest for a Definitive Note that does not bear the Private
               Placement Legend, a certificate from such Holder in the form of
               Exhibit C hereto, including the certifications in item (1)(b)
               thereof; or

                    (2) if the Holder of such beneficial interest in a
               Restricted Global Note proposes to transfer such beneficial
               interest to a Person who shall take delivery thereof in the form
               of a Definitive Note that does not bear the Private Placement
               Legend, a certificate from such Holder in the form of Exhibit B
               hereto, including the certifications in item (4) thereof;

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

          (iv) Beneficial Interests in Unrestricted Global Notes to Unrestricted
     Definitive Notes. If any Holder of a beneficial interest in an Unrestricted
     Global Note proposes to exchange such beneficial interest for a Definitive
     Note or to transfer such beneficial interest to a Person who takes delivery
     thereof in the form of a Definitive Note, then, upon satisfaction of the
     conditions set forth in Section 2.07(b)(ii) hereof, the Trustee shall cause
     the aggregate principal amount of the applicable Global Note to be reduced
     accordingly pursuant to Section 2.07(i) hereof, and the Company shall
     execute and the Trustee shall authenticate and deliver to the Person
     designated in the instructions a Definitive Note in the appropriate
     principal amount. Any Definitive Note issued in exchange for a beneficial
     interest pursuant to this Section 2.07(c)(iv) shall be registered in such
     name or names and in such authorized denomination or denominations as the
     Holder of such beneficial interest shall instruct the Registrar through
     instructions from the Depositary and the Participant or Indirect
     Participant. The Trustee shall deliver such Definitive Notes to the Persons
     in whose names such Notes are so registered. Any Definitive Note issued in
     exchange for a beneficial interest pursuant to this Section 2.07(c)(iv)
     shall not bear the Private Placement Legend.

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

          (i) Restricted Definitive Notes to Beneficial Interests in Restricted
     Global Notes. If any Holder of a Restricted Definitive Note proposes to
     exchange such Note for a beneficial interest in a Restricted Global Note or
     to transfer such Restricted Definitive


                                       35
<PAGE>
     Notes to a Person who takes delivery thereof in the form of a beneficial
     interest in a Restricted Global Note, then, upon receipt by the Registrar
     of the following documentation:

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

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

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

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

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

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

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

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

          (ii) Restricted Definitive Notes to Beneficial Interests in
     Unrestricted Global Notes. A Holder of a Restricted Definitive Note may
     exchange such Note for a beneficial interest in an Unrestricted Global Note
     or transfer such Restricted Definitive Note to a


                                       36
<PAGE>
     Person who takes delivery thereof in the form of a beneficial interest in
     an Unrestricted Global Note only if:

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

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

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

               (D) the Registrar receives the following:

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

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

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

          Upon satisfaction of the conditions of any of the subparagraphs in
     this Section 2.07(d)(ii), the Trustee shall cancel the Definitive Notes and
     increase or cause to be increased the aggregate principal amount of the
     Unrestricted Global Note.

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


                                       37
<PAGE>
          If any such exchange or transfer from a Definitive Note to a
     beneficial interest is effected pursuant to subparagraphs (ii)(B), (ii)(D)
     or (iii) above at a time when an Unrestricted Global Note has not yet been
     issued, the Company shall issue and, upon receipt of an Authentication
     Order in accordance with Section 2.02 hereof, the Trustee shall
     authenticate one or more Unrestricted Global Notes in an aggregate
     principal amount equal to the principal amount of Definitive Notes so
     transferred.

          (e) Transfer and Exchange of Definitive Notes for Definitive Notes.
Upon request by a Holder of Definitive Notes and such Holder's compliance with
the provisions of this Section 2.07(e), the Registrar shall register the
transfer or exchange of Definitive Notes. Prior to such registration of transfer
or exchange, the requesting Holder shall present or surrender to the Registrar
the Definitive Notes duly endorsed or accompanied by a written instruction of
transfer in form satisfactory to the Registrar duly executed by such Holder or
by its attorney, duly authorized in writing. In addition, the requesting Holder
shall provide any additional certifications, documents and information, as
applicable, required pursuant to the following provisions of this Section
2.07(e).

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

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

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

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

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

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


                                       38
<PAGE>
               (B) any such transfer is effected pursuant to the Shelf
          Registration Statement in accordance with the Registration Rights
          Agreement;

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

               (D) the Registrar receives the following:

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

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

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

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

          (f) Exchange Offer. Upon the occurrence of the Exchange Offer in
accordance with the Registration Rights Agreement, the Company shall issue and,
upon receipt of an Authentication Order in accordance with Section 2.02, the
Trustee shall authenticate (i) one or more Unrestricted Global Notes in an
aggregate principal amount equal to the principal amount of the beneficial
interests in the Restricted Global Notes tendered for acceptance by Persons that
certify in the applicable Letters of Transmittal that (x) they are not
Broker-Dealers, (y) they are not participating in a distribution of the Exchange
Notes and (z) they are not affiliates (as defined in Rule 144) of the Company,
and accepted for exchange in the Exchange Offer and (ii) Definitive Notes in an
aggregate principal amount equal to the principal amount of the Restricted
Definitive Notes accepted for exchange in the Exchange Offer. Concurrently with
the issuance of such Notes, the Trustee shall cause the aggregate principal
amount of the applicable Restricted Global Notes to be reduced accordingly, and
the Company shall execute and the Trustee shall authenticate and deliver to the
Persons designated by the Holders of Definitive Notes so accepted Definitive
Notes in the appropriate principal amount. Any Notes


                                       39
<PAGE>
that remain outstanding after the consummation of the Exchange Offer, and
Exchange Notes issued in connection with the Exchange Offer, shall be treated as
a single class of securities under this Indenture.

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

          (i) Private Placement Legend. Except as permitted below, each Global
     Note and each Definitive Note (and all Notes issued in exchange therefor or
     substitution thereof) shall bear the legend in substantially the following
     form:

               THIS NOTE AND THE GUARANTEES ENDORSED HEREON HAVE NOT BEEN
          REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
          "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS NOTE,
          THE GUARANTEES ENDORSED HEREON NOR ANY INTEREST OR PARTICIPATION
          HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
          ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH
          REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT
          TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF
          THIS NOTE AND THE GUARANTEES ENDORSED HEREON BY ITS ACCEPTANCE HEREOF
          AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO
          THE DATE WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE
          HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE
          COMPANY WAS THE OWNER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON
          (OR ANY PREDECESSOR OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON)
          (THE "RESALE RESTRICTION TERMINATION DATE") ONLY (A) TO THE COMPANY,
          THE PARENT OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO AN EFFECTIVE
          REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (C) FOR SO LONG AS
          THE NOTES AND THE GUARANTEES ENDORSED THEREON ARE ELIGIBLE FOR RESALE
          PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A
          PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS
          DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE
          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 TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED
          STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR
          (E) PURSUANT TO ANOTHER 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) PRIOR TO


                                       40
<PAGE>
          THE END OF THE 40-DAY DISTRIBUTION COMPLIANCE PERIOD WITHIN THE
          MEANING OF REGULATION S UNDER THE SECURITIES ACT OR PURSUANT TO CLAUSE
          (E) PRIOR TO THE RESALE RESTRICTION TERMINATION DATE TO REQUIRE THE
          DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER
          INFORMATION SATISFACTORY TO EACH OF THEM, AND (II) IN EACH OF THE
          FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM
          APPEARING ON THIS NOTE IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO
          THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF A HOLDER
          AFTER THE RESALE RESTRICTION TERMINATION DATE.

     Notwithstanding the foregoing, any Global Note or Definitive Note issued
     pursuant to subparagraph (b)(iv), (c)(iii), (c)(iv), (d)(ii), (d)(iii),
     (e)(ii), (e)(iii) or (f) of this Section 2.07 (and all Notes issued in
     exchange therefor or substitution thereof) shall not bear the Private
     Placement Legend.

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

          THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE
          INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE
          BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO
          ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY
          MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.07
          OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT
          NOT IN PART PURSUANT TO SECTION 2.07(a) OF THE INDENTURE, (III) THIS
          GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT
          TO SECTION 2.12 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE
          TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT
          OF THE COMPANY.

          (h) Regulation S Temporary Global Note Legend. The Regulation S
Temporary Global Note shall bear a legend in substantially the following form:

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

          (i) Cancellation and/or Adjustment of Global Notes. At such time as
all beneficial interests in a particular Global Note have been exchanged for
Definitive Notes or a


                                       41
<PAGE>
particular Global Note has been redeemed, repurchased or canceled in whole and
not in part, each such Global Note shall be returned to or retained and canceled
by the Trustee in accordance with Section 2.12 hereof. At any time prior to such
cancellation, if any beneficial interest in a Global Note is exchanged for or
transferred to a Person who shall take delivery thereof in the form of a
beneficial interest in another Global Note or for Definitive Notes, the
principal amount of Notes represented by such Global Note shall be reduced
accordingly and an endorsement shall be made on such Global Note by the Trustee
or by the Depositary at the direction of the Trustee to reflect such reduction;
and if the beneficial interest is being exchanged for or transferred to a Person
who shall take delivery thereof in the form of a beneficial interest in another
Global Note, such other Global Note shall be increased accordingly and an
endorsement shall be made on such Global Note by the Trustee or by the
Depositary at the direction of the Trustee to reflect such increase.

          (j) General Provisions Relating to Transfers and Exchanges.

          (i) To permit registrations of transfers and exchanges, the Company
     shall execute and the Trustee shall authenticate Global Notes and
     Definitive Notes upon the Company's order or at the Registrar's request.

          (ii) No service charge shall be made to a Holder of a beneficial
     interest in a Global Note or to a Holder of a Definitive Note for any
     registration of transfer or exchange, but the Company may require payment
     of a sum sufficient to cover any transfer tax or similar governmental
     charge payable in connection therewith (other than any such transfer taxes
     or similar governmental charge payable upon exchange or transfer pursuant
     to Sections 2.11, 3.06, 3.09, 4.10, 4.14 and 9.05 hereof).

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

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

          (v) The Company shall not be required (A) to issue, to register the
     transfer of or to exchange any Notes during a period beginning at the
     opening of business 15 days before the day of any selection of Notes for
     redemption under Section 3.02 hereof and ending at the close of business on
     the day of selection, (B) to register the transfer of or to exchange any
     Note so selected for redemption in whole or in part, except the unredeemed
     portion of any Note being redeemed in part or (C) to register the transfer
     of or to exchange a Note between a record date and the next succeeding
     interest payment date.

          (vi) Prior to due presentment for the registration of a transfer of
     any Note, the Trustee, any Agent and the Company may deem and treat the
     Person in whose name any Note is registered as the absolute owner of such
     Note for the purpose of receiving


                                       42
<PAGE>
     payment of principal of and interest on such Notes and for all other
     purposes, and none of the Trustee, any Agent or the Company shall be
     affected by notice to the contrary.

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

          (viii) All certifications, certificates and Opinions of Counsel
     required to be submitted to the Registrar pursuant to this Section 2.07 to
     effect a registration of transfer or exchange may be submitted by facsimile
     with the original to follow by first class mail.

Section 2.08 Replacement Notes.

          (a) If any mutilated Note is surrendered to the Trustee or the Company
and the Trustee receives evidence to its satisfaction of the destruction, loss
or theft of any Note, the Company shall issue and the Trustee, upon receipt of
an Authentication Order, shall authenticate a replacement Note if the Trustee's
requirements are met. If required by the Trustee or the Company, an indemnity
bond must be supplied by the Holder that is sufficient in the judgment of the
Trustee and the Company to protect the Company, the Trustee, any Agent and any
authenticating agent from any loss that any of them may suffer if a Note is
replaced. The Company may charge for its expenses in replacing a Note.

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

Section 2.09 Outstanding Notes.

          (a) The Notes outstanding at any time are all the Notes authenticated
by the Trustee except for those canceled by it, those delivered to it for
cancellation, those reductions in the interest in a Global Note effected by the
Trustee in accordance with the provisions hereof, and those described in this
Section as not outstanding. Except as set forth in Section 2.10 hereof, a Note
does not cease to be outstanding because the Company or an Affiliate of the
Company holds the Note; however, Notes held by the Company or a Subsidiary of
the Company shall not be deemed to be outstanding for purposes of Section
3.07(b) hereof.

          (b) If a Note is replaced pursuant to Section 2.08 hereof, it ceases
to be outstanding unless the Trustee receives proof satisfactory to it that the
replaced Note is held by a protected purchaser.

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

          (d) If the Paying Agent (other than the Company, a Subsidiary or an
Affiliate of any of the foregoing) holds, on a redemption date or maturity date,
money sufficient to pay Notes payable on that date, then on and after that date
such Notes shall be deemed to be no longer outstanding and shall cease to accrue
interest.


                                       43
<PAGE>
Section 2.10 Treasury Notes.

          In determining whether the Holders of the required principal amount of
Notes have concurred in any direction, waiver or consent, Notes owned by the
Company, or by any Person directly or indirectly controlling or controlled by or
under direct or indirect common control with the Company, shall be considered as
though not outstanding, except that for the purposes of determining whether the
Trustee shall be protected in relying on any such direction, waiver or consent,
only Notes that the Trustee knows are so owned shall be so disregarded.

Section 2.11 Temporary Notes.

          (a) Until certificates representing Notes are ready for delivery, the
Company may prepare and the Trustee, upon receipt of an Authentication Order,
shall authenticate temporary Notes. Temporary Notes shall be substantially in
the form of Definitive Notes but may have variations that the Company considers
appropriate for temporary Notes and as shall be reasonably acceptable to the
Trustee. Without unreasonable delay, the Company shall prepare and the Trustee
shall authenticate Definitive Notes in exchange for temporary Notes.

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

Section 2.12 Cancellation.

          The Company at any time may deliver Notes to the Trustee for
cancellation. The Registrar and Paying Agent shall forward to the Trustee any
Notes surrendered to them for registration of transfer, exchange or payment. The
Trustee and no one else shall cancel all Notes surrendered for registration of
transfer, exchange, payment, replacement or cancellation and shall dispose of
canceled Notes in accordance with its procedures for the disposition of canceled
securities in effect as of the date of such disposition (subject to the record
retention requirement of the Exchange Act). Certification of the disposition of
all canceled Notes shall be delivered to the Company. The Company may not issue
new Notes to replace Notes that it has paid or that have been delivered to the
Trustee for cancellation.

Section 2.13 Defaulted Interest.

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


                                       44
<PAGE>
Section 2.14 CUSIP Numbers.

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

                                  ARTICLE THREE
                           REDEMPTION AND PREPAYMENT;
                           SATISFACTION AND DISCHARGE

Section 3.01 Notices to Trustee.

          If the Company elects to redeem Notes pursuant to the optional
redemption provisions of Section 3.07 hereof, it shall furnish to the Trustee,
at least 30 days but not more than 60 days before a redemption date, an
Officers' Certificate setting forth (i) the clause of this Indenture pursuant to
which the redemption shall occur, (ii) the redemption date, (iii) the principal
amount of Notes to be redeemed and (iv) the redemption price.

Section 3.02 Selection of Notes to Be Redeemed.

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

          (b) The Trustee shall promptly notify the Company in writing of the
Notes selected for redemption and, in the case of any Note selected for partial
redemption, the principal amount at maturity thereof to be redeemed. No Notes in
amounts of $1,000 or less shall be redeemed in part. Notes and portions of Notes
selected shall be in amounts of $1,000 or whole multiples of $1,000; except that
if all of the Notes of a Holder are to be redeemed, the entire outstanding
amount of Notes held by such Holder, even if not a multiple of $1,000, shall be
redeemed. Except as provided in the preceding sentence, provisions of this
Indenture that apply to Notes called for redemption also apply to portions of
Notes called for redemption.

Section 3.03 Notice of Redemption.

          (a) Subject to the provisions of Section 3.09 hereof, at least 30 days
but not more than 60 days before a redemption date, the Company shall mail or
cause to be mailed, by


                                       45
<PAGE>
first class mail, a notice of redemption to each Holder whose Notes are to be
redeemed at its registered address.

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

          (i) the redemption date;

          (ii) the redemption price;

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

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

          (v) that Notes called for redemption must be surrendered to the Paying
     Agent to collect the redemption price and become due on the date fixed for
     redemption;

          (vi) that, unless the Company defaults in making such redemption
     payment, interest, if any, on Notes called for redemption ceases to accrue
     on and after the redemption date;

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

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

          (b) At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at its expense; provided, however, that the
Company shall have delivered to the Trustee, at least 45 days prior to the
redemption date, an Officers' Certificate requesting that the Trustee give such
notice and setting forth the information to be stated in such notice as provided
in the preceding paragraph. The notice, if mailed in the manner provided herein
shall be presumed to have been given, whether or not the Holder receives such
notice.

Section 3.04 Effect of Notice of Redemption.

          Once notice of redemption is mailed in accordance with Section 3.03
hereof, Notes called for redemption become irrevocably due and payable on the
redemption date at the redemption price. A notice of redemption may not be
conditional.

Section 3.05 Deposit of Redemption Price.

          (a) One Business Day prior to the redemption date, the Company shall
deposit with the Trustee or with the Paying Agent money sufficient to pay the
redemption price of and accrued interest and Liquidated Damages, if any, on all
Notes to be redeemed on that date. The


                                       46
<PAGE>
Trustee or the Paying Agent shall promptly return to the Company any money
deposited with the Trustee or the Paying Agent by the Company in excess of the
amounts necessary to pay the redemption price of, and accrued interest on, all
Notes to be redeemed.

          (b) If the Company complies with the provisions of the preceding
paragraph, on and after the redemption date, interest shall cease to accrue on
the Notes or the portions of Notes called for redemption. If a Note is redeemed
on or after an interest record date but on or prior to the related interest
payment date, then any accrued and unpaid interest shall be paid to the Holder
in whose name such Note was registered at the close of business on such record
date. If any Note called for redemption shall not be so paid upon surrender for
redemption because of the failure of the Company to comply with the preceding
paragraph, interest shall be paid on the unpaid principal, from the redemption
date until such principal is paid, and to the extent lawful on any interest not
paid on such unpaid principal, in each case at the rate provided in the Notes
and in Section 4.01 hereof.

Section 3.06 Notes Redeemed in Part.

          Upon surrender of a Note that is redeemed in part, the Company shall
issue and the Trustee shall authenticate for the Holder at the expense of the
Company a new Note equal in principal amount to the unredeemed portion of the
Note surrendered. No Notes in denominations of $1,000 or less shall be redeemed
in part.

Section 3.07 Optional Redemption.

          (a) The Company shall not have the option to redeem the Notes pursuant
to this Section 3.07 prior to November 1, 2006. Thereafter, the Company may
redeem all or a part of the Notes from time to time, upon not less than 30 days'
(or, if all of the Notes are then held by an Initial Purchaser and/or any of its
affiliates, 15 days) nor more than 60 days' notice, at the redemption prices
(expressed as percentages of principal amount) set forth below plus accrued and
unpaid interest and Liquidated Damages, if any, thereon, to the applicable
redemption date, if redeemed during the twelve-month period beginning on
November 1 of the years indicated below (subject to the right of Holders on the
relevant record date to receive interest due on the related interest payment
date):

<TABLE>
<CAPTION>
YEAR                     PERCENTAGE
----                     ----------
<S>                      <C>
2006..................     103.00%
2007..................     101.50%
2008 and thereafter...     100.00%
</TABLE>

          (b) Any redemption pursuant to this Section 3.07 shall be made
pursuant to the provisions of Sections 3.01 through 3.06 hereof.


                                       47
<PAGE>
Section 3.08 Mandatory Redemption.

          Except as set forth in Section 4.10 and 4.14 hereof, the Company is
not required to make mandatory redemption or sinking fund payments with respect
to the Notes.

Section 3.09 Repurchase Offers.

          In the event that, pursuant to Sections 4.10 and 4.14 hereof, the
Company shall be required to commence an offer to all Holders to purchase their
respective Notes (a "REPURCHASE OFFER"), it shall follow the procedures
specified below.

          The Repurchase Offer shall remain open for a period of not less than
30 and not more than 60 Business Days following its commencement and no longer,
except to the extent that a longer period is required by applicable law (the
"OFFER PERIOD"). No later than five Business Days after the termination of the
Offer Period (the "PURCHASE DATE"), the Company shall purchase the principal
amount of Notes required to be purchased pursuant to Sections 4.10 and 4.14
hereof (the "OFFER AMOUNT") or, if less than the Offer Amount has been tendered,
all Notes tendered in response to the Repurchase Offer. Payment for any Notes so
purchased shall be made in the same manner as interest payments are made.

          If the Purchase Date is on or after an interest record date and on or
before the related interest payment date, any accrued and unpaid interest shall
be paid to the Person in whose name a Note is registered at the close of
business on such record date, and no additional interest shall be payable to
Holders who tender Notes pursuant to the Repurchase Offer.

          Upon the commencement of a Repurchase Offer, the Company shall send,
by first class mail, a notice to the Trustee and each of the Holders, with a
copy to the Trustee. The notice shall contain all instructions and materials
necessary to enable such Holders to tender Notes pursuant to the Repurchase
Offer. The Repurchase Offer shall be made to all Holders. The notice, which
shall govern the terms of the Repurchase Offer, shall state:

          (i) that the Repurchase Offer is being made pursuant to Section 4.10
     or Section 4.14 hereof, and the length of time the Repurchase Offer shall
     remain open;

          (ii) the Offer Amount, the purchase price and the Purchase Date;

          (iii) that any Note not tendered or accepted for payment shall
     continue to accrete or accrue interest and Liquidated Damages, if any;

          (iv) that, unless the Company defaults in making such payment, any
     Note (or portion thereof) accepted for payment pursuant to the Repurchase
     Offer shall cease to accrete or accrue interest and Liquidated Damages, if
     any, after the Purchase Date;

          (v) that Holders electing to have a Note purchased pursuant to a
     Repurchase Offer may elect to have Notes purchased in integral multiples of
     $1,000 only;

          (vi) that Holders electing to have a Note purchased pursuant to any
     Repurchase Offer shall be required to surrender the Note, with the form
     entitled "Option


                                       48
<PAGE>
     of Holder to Elect Purchase" on the reverse of the Note completed, or
     transfer by book-entry transfer, to the Company, a depositary, if appointed
     by the Company, or a Paying Agent at the address specified in the notice at
     least three days before the Purchase Date;

          (vii) that Holders shall be entitled to withdraw their election if the
     Company, the Depositary or the Paying Agent, as the case may be, receives,
     not later than the expiration of the Offer Period, a telegram, telex,
     facsimile transmission or letter setting forth the name of the Holder, the
     principal amount of the Note the Holder delivered for purchase and a
     statement that such Holder is withdrawing its election to have such Note
     purchased;

          (viii) that, if the aggregate amount of Notes surrendered by Holders
     exceeds the Offer Amount, the Trustee shall select the Notes to be
     purchased pursuant to the terms of Section 3.02 hereof (with such
     adjustments as may be deemed appropriate by the Trustee so that only Notes
     in denominations of $1,000, or integral multiples thereof, shall be
     purchased); and

          (ix) that Holders whose Notes were purchased only in part shall be
     issued new Notes equal in principal amount to the unpurchased portion of
     the Notes surrendered (or transferred by book-entry transfer).

          On the Purchase Date, the Company shall, to the extent lawful, accept
for payment on a pro rata basis to the extent necessary, the Offer Amount of
Notes (or portions thereof) tendered pursuant to the Repurchase Offer, or if
less than the Offer Amount has been tendered, all Notes tendered, and shall
deliver to the Trustee an Officers' Certificate stating that such Notes (or
portions thereof) were accepted for payment by the Company in accordance with
the terms of this Section 3.09. The Company, the Depositary or the Paying Agent,
as the case may be, shall promptly (but in any case not later than five days
after the Purchase Date) mail or deliver to each tendering Holder an amount
equal to the purchase price of Notes tendered by such Holder, as the case may
be, and accepted by the Company for purchase, and the Company shall promptly
issue a new Note. The Trustee, upon written request from the Company shall
authenticate and mail or deliver such new Note to such Holder, in a principal
amount at maturity equal to any unpurchased portion of the Note surrendered. Any
Note not so accepted shall be promptly mailed or delivered by the Company to the
respective Holder thereof. The Company shall publicly announce the results of
the Repurchase Offer on the Purchase Date.

          The Company shall comply with the requirements of Rule 14e-1 under the
Exchange Act, and any other securities laws and regulations thereunder to the
extent such laws or regulations are applicable in connection with the repurchase
of the Notes pursuant to an Excess Proceeds Offer.

          Other than as specifically provided in this Section 3.09, any purchase
pursuant to this Section 3.09 shall be made pursuant to the provisions of
Sections 3.01 through 3.06 hereof.


                                       49
<PAGE>
Section 3.10 Application of Trust Money.

          All money deposited with the Trustee pursuant to Section 12.02 shall
be held in trust and applied by it, in accordance with the provisions of the
Notes and this Indenture, to the payment, either directly or through any Paying
Agent (including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal (and premium, if
any) and interest for whose payment such money has been deposited with the
Trustee; but such money need not be segregated from other funds except to the
extent required by law.

                                  ARTICLE FOUR
                                    COVENANTS

Section 4.01 Payment of Notes.

          (a) The Company shall pay or cause to be paid the principal of,
premium, if any, and interest on the Notes on the dates and in the manner
provided in the Notes. Principal, premium, if any, and interest shall be
considered paid on the date due if the Paying Agent, if other than the Company
or one of its Subsidiaries, holds as of 1:00 p.m. Eastern Time on the due date
money deposited by the Company in immediately available funds and designated for
and sufficient to pay all principal, premium, if any, and interest then due. The
Company shall pay all Liquidated Damages, if any, in the same manner on the
dates and in the amounts set forth in the Registration Rights Agreement.

          (b) The Company shall pay interest (including post-petition interest
in any proceeding under any Bankruptcy Law) on overdue principal at the rate
equal to 1% per annum in excess of the then applicable interest rate on the
Notes to the extent lawful; it shall pay interest (including post-petition
interest in any proceeding under any Bankruptcy Law) on overdue installments of
interest, and Liquidated Damages (without regard to any applicable grace period)
at the same rate to the extent lawful.

Section 4.02 Maintenance of Office or Agency.

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

          (b) The Company may also from time to time designate one or more other
offices or agencies where the Notes may be presented or surrendered for any or
all such purposes and may from time to time rescind such designations; provided,
however, that no such designation or rescission shall in any manner relieve the
Company of its obligation to maintain


                                       50
<PAGE>
an office or agency in the Borough of Manhattan, The City of New York for such
purposes. The Company shall give prompt written notice to the Trustee of any
such designation or rescission and of any change in the location of any such
other office or agency.

          (c) The Company hereby designates the Corporate Trust Office of the
Trustee as one such office or agency of the Company in accordance with Section
2.04 of this Indenture.

Section 4.03 Reports.

          (a) Whether or not the Company is required to file reports with the
SEC, so long as any Notes are outstanding, the Company will file with the SEC,
within the time periods specified in the SEC's rules and regulations, all such
annual reports, quarterly reports and other documents that the Company would be
required to file if it were subject to Section 13(a) or 15(d) under the Exchange
Act. The Company will also be required (i) to supply to the Trustee and each
Holder, or supply to the Trustee for forwarding to each such Holder, without
cost to such Holder, copies of such reports and other documents within 15 days
after the date on which the Company files such reports and documents with the
SEC or the date on which the Company would be required to file such reports and
documents if the Company were so required and (ii) if filing such reports and
documents with the SEC is not accepted by the SEC or is prohibited under the
Exchange Act, to supply at the Company's cost copies of such reports and
documents to any prospective Holder promptly upon written request. In addition,
the Company has agreed that, for so long as any Notes remain outstanding, it
will furnish to the Holders and to securities analysts and prospective
investors, upon their request, the information specified in Rule 144A(d)(4)
under the Securities Act.

          (b) Notwithstanding subsection (a) above, so long as the Parent
guarantees the Notes, the reports, information and other documents required to
be filed and provided as described above may be those of the Parent, rather than
the Company, so long as such filings (i) would satisfy the requirements of the
Exchange Act and the regulations promulgated thereunder and (ii) disclose the
Company's results of operations and financial condition in the "Management's
Discussion and Analysis of Financial Condition and Results of Operations"
section in at least such detail as would be required if the Company were filing
such report.

Section 4.04 Compliance Certificate.

          (a) The Company and each Guarantor (to the extent that such Guarantor
is so required under the TIA) shall deliver to the Trustee, within 90 days after
the end of each fiscal year, an Officers' Certificate stating that a review of
the activities of the Company and its Subsidiaries during the preceding fiscal
year has been made under the supervision of the signing Officers with a view to
determining whether the Company has kept, observed, performed and fulfilled its
obligations under this Indenture, and further stating, as to each such Officer
signing such certificate, that to the best of his or her knowledge, the Company
has kept, observed, performed and fulfilled its obligations under this Indenture
and is not in default in the performance or observance of any of the material
terms, provisions and conditions of this Indenture (or, if a Default or Event of
Default shall have occurred and be continuing, describing all such Defaults or
Events of Default of which he or she may have knowledge and what action the
Company is taking or proposes to take with respect thereto) and that to the best
of his or her


                                       51
<PAGE>
knowledge no event has occurred and remains in existence by reason of which
payments on account of the principal of or interest, if any, on the Notes is
prohibited or if such event has occurred, a description of the event and what
action the Company is taking or proposes to take with respect thereto.

          (b) If required under Section 314(a) of the Trust Indenture Act, the
year-end financial statements delivered pursuant to Section 4.03(a) above shall
be accompanied by a written statement of the Company's independent public
accountants (which shall be a firm of established national reputation) that in
making the examination necessary for certification of such financial statements,
nothing has come to their attention that would lead them to believe that the
Company has violated any provisions of Article Four or Article Five hereof or,
if any such violation has occurred, specifying the nature and period of
existence thereof, it being understood that such accountants shall not be liable
directly or indirectly to any Person for any failure to obtain knowledge of any
such violation.

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

Section 4.05 Taxes.

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

Section 4.06 Stay, Extension and Usury Laws.

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

Section 4.07 Restricted Payments.

          (a) The Company shall not, and shall not permit any Restricted
Subsidiary to, directly or indirectly, take any of the following actions:

          (i) declare or pay any dividend on, or make any distribution to
     holders of, any shares of the Capital Stock of the Company or any
     Restricted Subsidiary, other than (i) dividends or distributions payable
     solely in Qualified Equity Interests or (ii) dividends or distributions by
     a Restricted Subsidiary payable to the Company or a Wholly Owned


                                       52
<PAGE>
     Restricted Subsidiary or to all holders of Capital Stock of such Restricted
     Subsidiary on a pro rata basis;

          (ii) purchase, redeem or otherwise acquire or retire for value,
     directly or indirectly, any shares of Capital Stock, or any options,
     warrants or other rights to acquire such shares of Capital Stock, of the
     Company, any direct or indirect parent of the Company or any Subsidiary of
     the Company (other than a Wholly Owned Restricted Subsidiary);

          (iii) make any principal payment on, or repurchase, redeem, defease or
     otherwise acquire or retire for value, prior to any scheduled principal
     payment, sinking fund payment or maturity, any Subordinated Indebtedness;
     and

          (iv) make any Investment (other than a Permitted Investment) in any
     Person (such payments or other actions described in (but not excluded from)
     clauses (a) through (d) being referred to as "RESTRICTED PAYMENTS");

          unless at the time of, and immediately after giving effect to, the
proposed Restricted Payment:

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

          (ii) the Company would, at the time of such Restricted Payment and
          after giving pro forma effect thereto as if such Restricted Payment
          had been made at the beginning of the applicable four-quarter period,
          have been permitted to incur at least $1.00 of additional Indebtedness
          pursuant to the Fixed Charge Coverage Ratio test set forth in Section
          4.09(a); and

          (iii) the aggregate amount of all Restricted Payments made after the
          Reference Date does not exceed the sum of:

               (A) 50% of the aggregate Consolidated Net Income of the Company
          during the period (taken as one accounting period) from the first day
          of the Company's first fiscal quarter commencing after October 30,
          2001 to the last day of the Company's most recently ended fiscal
          quarter for which internal financial statements are available at the
          time of such proposed Restricted Payment (or, if such aggregate
          cumulative Consolidated Net Income is a loss, 100% of such amount);
          plus

               (B) 100% of the aggregate net cash proceeds received by the
          Company after the Reference Date as a capital contribution or from the
          issuance or sale (other than to a Subsidiary) of either (1) Qualified
          Equity Interests of the Company or (2) debt securities or Disqualified
          Stock that have been converted into or exchanged for Qualified Stock
          of the Company, together with the aggregate net cash proceeds received
          by the Company at the time of such conversion or exchange.


                                       53
<PAGE>
          (b) Notwithstanding the foregoing, the Company and its Restricted
Subsidiaries may take the following actions, so long as no Default or Event of
Default has occurred and is continuing or would occur:

          (i) the payment of any dividend within 60 days after the date of
     declaration thereof, if at the declaration date such payment would not have
     been prohibited by the foregoing provisions;

          (ii) the repurchase, redemption or other acquisition or retirement for
     value of any shares of Capital Stock of the Company, in exchange for, or
     out of the net cash proceeds of a substantially concurrent issuance and
     sale (other than to a Subsidiary) of, Qualified Equity Interests of the
     Company or of the Parent, the proceeds of which are contributed to the
     Company as a capital contribution on a substantially concurrent basis;

          (iii) the purchase, redemption, defeasance or other acquisition or
     retirement for value of any Subordinated Indebtedness in exchange for, or
     out of the net cash proceeds of a substantially concurrent issuance and
     sale (other than to a Subsidiary) of, shares of Qualified Equity Interests
     of the Company or of the Parent, the proceeds of which are contributed to
     the Company as a capital contribution on a substantially concurrent basis;

          (iv) the purchase, redemption, defeasance or other acquisition or
     retirement for value of Subordinated Indebtedness in exchange for, or out
     of the net cash proceeds of a substantially concurrent issuance or sale
     (other than to a Subsidiary) of, Subordinated Indebtedness, so long as the
     Company or a Restricted Subsidiary would be permitted to refinance such
     original Subordinated Indebtedness with such new Subordinated Indebtedness
     pursuant to clause (iv) of the definition of Permitted Indebtedness;

          (v) the repurchase of any Subordinated Indebtedness at a purchase
     price not greater than 101% of the principal amount of such Subordinated
     Indebtedness in the event of a Change of Control in accordance with
     provisions similar to Section 4.14 hereof; provided that prior to or
     simultaneously with such repurchase, the Company has made the Change of
     Control Offer as provided in Section 4.14 hereof with respect to the Notes
     and has repurchased all Notes validly tendered for payment in connection
     with such Change of Control Offer;

          (vi) within 90 days after the completion of an Excess Proceeds Offer
     pursuant to Section 4.10 hereof (including the purchase of all Notes
     tendered), any purchase or redemption of Indebtedness of the Company that
     is subordinated in right of payment to the Notes and that is required to be
     repurchased or redeemed pursuant to the terms thereof as a result of the
     related Asset Sale, at a purchase price not greater than 100% of the
     outstanding principal amount thereof (plus accrued and unpaid interest);

          (vii) the purchase, redemption, acquisition, cancellation or other
     retirement for value of shares of Capital Stock of the Company, options on
     any such shares or related stock appreciation rights or similar securities,
     or any dividend, distribution or advance to the Parent for the purchase,
     redemption, acquisition, cancellation or other retirement for value of
     shares of Capital Stock of the Parent, options on any such shares or
     related stock


                                       54
<PAGE>
     appreciation rights or similar securities, in each case held by officers,
     directors or employees or former officers, directors or employees (or their
     estates or beneficiaries under their estates) of the Company, the Parent or
     any Subsidiary of the Company, as applicable, or by any employee benefit
     plan of the Company, the Parent or any Subsidiary of the Company, as
     applicable, upon death, disability, retirement or termination of employment
     or pursuant to the terms of any employee benefit plan or any other
     agreement under which such shares of stock or related rights were issued;
     provided that the aggregate amount of cash applied by the Company for such
     purchase, redemption, acquisition, cancellation or other retirement of such
     shares of Capital Stock of the Company or the Parent after the Reference
     Date does not exceed $7.5 million in the aggregate (excluding for purposes
     of calculating such amount the aggregate amount received by any Person in
     connection with such purchase, redemption, acquisition, cancellation or
     other retirement of such shares that is concurrently used to repay loans
     made to such Person by the Company pursuant to clause (f) of the definition
     of "Permitted Investment");

          (viii) the payment of dividends or other distributions or the making
     of loans or advances to the Parent in amounts required for the Parent to
     pay franchise taxes and other fees required to maintain its existence and
     provide for all other customary operating costs of the Parent to the extent
     attributable to the ownership and operation of the Company and its
     Restricted Subsidiaries, including, without limitation, in respect of
     director fees and expenses, administrative, legal and accounting services
     provided by third parties and other customary costs and expenses including
     all costs and expenses with respect to filings with the SEC;

          (ix) the payment of dividends or other distributions by the Company to
     the Parent in amounts required to pay the tax obligations of the Parent
     attributable to the Company and its Subsidiaries, determined as if the
     Company and its Subsidiaries had filed a separate consolidated, combined or
     unitary return for the relevant taxing jurisdiction; provided that (x) the
     amount of dividends paid pursuant to this clause (viii) to enable the
     Parent to pay Federal and state income taxes (and franchise taxes based on
     income) at any time shall not exceed the amount of such Federal and state
     income taxes (and franchise taxes based on income) actually owing by the
     Parent at such time to the respective tax authorities for the respective
     period and (y) any refunds received by the Parent attributable to the
     Company or any of its Restricted Subsidiaries shall promptly be remitted by
     the Parent to the Company through a contribution or purchase of common
     stock (other than Disqualified Stock) of the Company;

          (x) the payment of dividends or other distributions or the making of
     loans or advances to the Parent in amounts required for the Parent to pay
     to the Equity Sponsors an annual amount not to exceed $500,000 for payment
     of management consulting or financial advisory services provided to the
     Company or any of the Subsidiaries;

          (xi) other Restricted Payments not to exceed $10 million at any one
     time outstanding;


                                       55
<PAGE>
          (xii) repurchase or repurchases of Existing Notes; provided that (1)
     at the time of such repurchase or repurchases, no amount is outstanding
     under the Revolving Credit Agreement or any Indebtedness incurred to
     refinance or replace the Revolving Credit Agreement, (2) the aggregate
     amount of cash (or fair market value of any other assets) applied to such
     repurchase or repurchases under this clause (xii) does not exceed $25
     million and (3) the amount of cash and Cash Equivalents held by the Company
     and the Restricted Subsidiaries immediately after giving effect to such
     repurchase or repurchases shall not be less than $29 million; and

          (xiii) repurchase or repurchases of Existing Notes; provided that (1)
     such repurchase or repurchases occur on the Issue Date or within two
     Business Days from the Issue Date, (2) the aggregate amount of cash (or
     fair market value of any other assets) applied to such repurchase or
     repurchases under this clause (xiii) does not exceed $50 million and (3)
     the amount of cash and cash equivalent held by the Company and the
     Restricted Subsidiaries immediately after giving effect to such repurchase
     or repurchases shall not be less than $29 million.

          (c) The actions described in clauses (v), (vi), (vii), (viii), (ix),
(x) and (xi) of Section 4.07(b) will be Restricted Payments that will be
permitted to be taken in accordance with this Section 4.07 but will reduce the
amount that would otherwise be available for Restricted Payments under clause
(iv)(iii) of Section 4.07(a) hereof and the actions described in clauses (i),
(ii), (iii), (iv), (xii) and (xiii) of Section 4.07(b) will be Restricted
Payments that will be permitted to be taken in accordance with this Section 4.07
and will not reduce the amount that would otherwise be available for Restricted
Payments under clause (iv)(iii) of Section 4.07(a) hereof.

          For the purpose of making any calculations under this Indenture (i) if
a Restricted Subsidiary is designated an Unrestricted Subsidiary, the Company
will be deemed to have made an Investment in an amount equal to the greater of
the fair market value or net book value of the net assets of such Restricted
Subsidiary at the time of such designation as determined by the Board of the
Company, and (ii) any property transferred to or from an Unrestricted Subsidiary
will be valued at fair market value at the time of such transfer, as determined
by the Board of the Company. The amount of all Restricted Payments (other than
cash) shall be the fair market value on the date of the Restricted Payment of
the asset(s) or securities proposed to be transferred or issued by the Company
or such Restricted Subsidiary, as the case may be, pursuant to the Restricted
Payment. The fair market value of any non-cash Restricted Payment shall be
determined by the Board of the Company whose resolution with respect thereto
shall be delivered to the Trustee, such determination to be based upon an
opinion or appraisal issued by an accounting, appraisal or investment banking
firm of national standing if such fair market value exceeds $10 million. Not
later than the date of making any Restricted Payment, the Company shall deliver
to the Trustee an Officers' Certificate stating that such Restricted Payment is
permitted and setting forth the basis upon which the calculations required under
this Section 4.07 were computed, together with a copy of any fairness opinion or
appraisal required by this Indenture.

          If the aggregate amount of all Restricted Payments calculated under
the foregoing provision includes an Investment in an Unrestricted Subsidiary or
other Person that thereafter


                                       56
<PAGE>
becomes a Restricted Subsidiary, the aggregate amount of all Restricted Payments
calculated under the foregoing provision will be reduced by the lesser of (x)
the net asset value of such Subsidiary at the time it becomes a Restricted
Subsidiary and (y) the initial amount of such Investment.

          If an Investment resulted in the making of a Restricted Payment, the
aggregate amount of all Restricted Payments calculated under the foregoing
provision will be reduced by the amount of any net reduction in such Investment
(resulting from the payment of interest or dividends, loan repayment, transfer
of assets or otherwise, other than the redesignation of an Unrestricted
Subsidiary or other Person as a Restricted Subsidiary), to the extent such net
reduction is not included in the Company's Consolidated Net Income; provided
that the total amount by which the aggregate amount of all Restricted Payments
may be reduced may not exceed the lesser of (x) the cash proceeds received by
the Company and its Restricted Subsidiaries in connection with such net
reduction and (y) the initial amount of such Investment.

          In computing the Consolidated Net Income of the Company for purposes
of Section 4.07(a)(iv)(iii)(A) hereof, (i) the Company may use audited financial
statements for the portions of the relevant period for which audited financial
statements are available on the date of determination and unaudited financial
statements and other current financial data based on the books and records of
the Company for the remaining portion of such period and (ii) the Company will
be permitted to rely in good faith on the financial statements and other
financial data derived from its books and records that are available on the date
of determination. If the Company makes a Restricted Payment that, at the time of
the making of such Restricted Payment, would in the good faith determination of
the Company be permitted under the requirements of this Indenture, such
Restricted Payment will be deemed to have been made in compliance with this
Indenture notwithstanding any subsequent adjustments made in good faith to the
Company's financial statements affecting Consolidated Net Income of the Company
for any period.

Section 4.08 Dividend and Other Payment Restrictions Affecting Restricted
Subsidiaries.

          (a) The Company will not, and will not permit any Restricted
Subsidiary to, directly or indirectly, create or otherwise cause or suffer to
exist or become effective any consensual encumbrance or restriction of any kind
on the ability of any Restricted Subsidiary to (i) pay dividends, in cash or
otherwise, or make any other distributions on or in respect of its Capital
Stock, (ii) pay any Indebtedness owed to the Company or any other Restricted
Subsidiary, (iii) make loans or advances to the Company or any other Restricted
Subsidiary or (iv) transfer any of its properties or assets to the Company or
any other Restricted Subsidiary.

          (b) However, the preceding restrictions will not apply to encumbrances
or restrictions existing under or by reason of:

          (i) any agreement (including the Credit Agreement) in effect on the
     Issue Date;


                                       57
<PAGE>
          (ii) customary non-assignment provisions of any lease, license or
     other contract entered into in the ordinary course of business by the
     Company or any Restricted Subsidiary;

          (iii) the refinancing or successive refinancing of Indebtedness
     incurred under the agreements (including the Credit Agreement) in effect on
     the Issue Date, so long as such encumbrances or restrictions are no more
     restrictive, taken as a whole, than those contained in such original
     agreement;

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

          (v) purchase money obligations for acquired property permitted under
     Section 4.09 hereof that impose restrictions of the nature described in
     clause (iv) of Section 4.08(a) hereof on the property so acquired;

          (vi) any agreement for the sale of a Restricted Subsidiary or an asset
     that restricts distributions by that Restricted Subsidiary or transfers of
     such asset pending its sale;

          (vii) secured Indebtedness otherwise permitted to be incurred pursuant
     to Section 4.12 hereof that limits the right of the debtor to dispose of
     the assets securing such Indebtedness;

          (viii) restrictions on cash or other deposits or net worth imposed by
     leases entered into in the ordinary course of business;

          (ix) Non-Recourse Indebtedness of any Permitted Joint Venture
     permitted to be incurred under this Indenture;

          (x) applicable law or regulation;

          (xi) a Receivables Program with respect to a Receivables Subsidiary;
     and

          (xii) customary provisions in joint venture, limited liability company
     operating, partnership, shareholder and other similar agreements entered
     into in the ordinary course of business reasonably consistent with past
     practice by the Company or any Restricted Subsidiary.

Section 4.09 Incurrence of Indebtedness and Issuance of Disqualified Stock.

          (a) The Company will not, and will not permit any Restricted
Subsidiary to, create, issue, assume, guarantee or in any manner become directly
or indirectly liable for the payment of, or otherwise incur (collectively,
"INCUR"), any Indebtedness (including Acquired Indebtedness and the issuance of
Disqualified Stock), except that the Company and any


                                       58
<PAGE>
Subsidiary Guarantors may incur Indebtedness if, at the time of such event, the
Fixed Charge Coverage Ratio for the immediately preceding four full fiscal
quarters for which internal financial statements are available, taken as one
accounting period, would have been equal to at least 2.0 to 1.0.

          (b) In making the foregoing calculation, pro forma effect will be
     given to:

          (i) the incurrence of such Indebtedness and (if applicable) the
     application of the net proceeds therefrom, including to refinance other
     Indebtedness, as if such Indebtedness was incurred and the application of
     such proceeds occurred at the beginning of such four-quarter period;

          (ii) the incurrence, repayment or retirement of any other Indebtedness
     by the Company or its Restricted Subsidiaries since the first day of such
     four-quarter period as if such Indebtedness was incurred, repaid or retired
     at the beginning of such four-quarter period; and

          (iii) the acquisition (whether by purchase, merger or otherwise) or
     disposition (whether by sale, merger or otherwise) of any company, entity
     or business acquired or disposed of by the Company or its Restricted
     Subsidiaries, as the case may be, since the first day of such four-quarter
     period, as if such acquisition or disposition occurred at the beginning of
     such four-quarter period. In making a computation under the foregoing
     clause (i) or (ii), (A) the amount of Indebtedness under a revolving credit
     facility will be computed based on the average daily balance of such
     Indebtedness during such four-quarter period, (B) if such Indebtedness
     bears, at the option of the Company, a fixed or floating rate of interest,
     interest thereon will be computed by applying, at the option of the
     Company, either the fixed or floating rate, and (C) the amount of any
     Indebtedness that bears interest at a floating rate will be calculated as
     if the rate in effect on the date of determination had been the applicable
     rate for the entire period (taking into account any Hedging Obligations
     applicable to such Indebtedness if such Hedging Obligations have a
     remaining term at the date of determination in excess of 12 months).

          (c) Notwithstanding the foregoing, the Company may, and may permit its
Restricted Subsidiaries to, incur the following Indebtedness ("PERMITTED
INDEBTEDNESS"):

          (i) Indebtedness of the Company or any Subsidiary Guarantor under the
     Credit Agreement (and the incurrence by any Subsidiary Guarantor of
     guarantees thereof) in an aggregate principal amount at any one time
     outstanding not to exceed $125 million, less (A) any amounts applied to the
     permanent reduction of such credit facilities pursuant to the provisions of
     Section 4.10 hereof and (B) up to $50 million of cash (or the fair market
     value of any other assets) to the extent applied to repurchase Existing
     Notes on the Issue Date or within two Business Days from the Issue Date;

          (ii) Indebtedness represented by the Notes (other than the Additional
     Notes) and the related Guarantees;

          (iii) Existing Indebtedness;


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<PAGE>
          (iv) the incurrence by the Company of Permitted Refinancing
     Indebtedness in exchange for, or the net cash proceeds of which are used to
     refund, refinance or replace, any Indebtedness that is permitted to be
     incurred under clause (ii) or (iii) above;

          (v) Indebtedness owed by the Company to any Restricted Subsidiary or
     owed by any Restricted Subsidiary to the Company or a Restricted Subsidiary
     (provided that such Indebtedness is held by the Company or such Restricted
     Subsidiary); provided that:

               (A) any Indebtedness of the Company or any Subsidiary Guarantor
          owing to any such Restricted Subsidiary is unsecured and subordinated
          in right of payment from and after such time as the Notes shall become
          due and payable (whether at Stated Maturity, acceleration, or
          otherwise) to the payment and performance of the Company's obligations
          under the Notes or the Subsidiary Guarantor's obligations under its
          Guarantee, as the case may be; and

               (B) (x) any subsequent issuance or transfer of Equity Interests
          that results in any such Indebtedness being held by a Person other
          than the Company or a Restricted Subsidiary thereof and (y) any sale
          or other transfer of any such Indebtedness to a Person that is not
          either the Company or a Restricted Subsidiary thereof, shall be
          deemed, in each case, to constitute an incurrence of such Indebtedness
          by the Company or such Restricted Subsidiary, as the case may be, that
          was not permitted by this clause (v);

          (vi) Indebtedness of the Company or any Restricted Subsidiary under
     Hedging Obligations incurred in the ordinary course of business;

          (vii) Indebtedness of the Company or any Restricted Subsidiary
     consisting of guarantees, indemnities or obligations in respect of purchase
     price adjustments in connection with the acquisition or disposition of
     assets, including, without limitation, shares of Capital Stock;

          (viii) either (A) Capitalized Lease Obligations of the Company or any
     Restricted Subsidiary or (B) Indebtedness under purchase money mortgages or
     secured by purchase money security interests so long as (x) such
     Indebtedness is not secured by any property or assets of the Company or any
     Restricted Subsidiary other than the property and assets so acquired and
     (y) such Indebtedness is created within 90 days of the acquisition of the
     related property; provided that the aggregate amount of Indebtedness under
     clauses (A) and (B) does not exceed 15% of Consolidated Tangible Assets
     less the amount of any Indebtedness incurred under clause (xvi) below at
     any one time outstanding;

          (ix) Guarantees by any Restricted Subsidiary made in accordance with
     the provisions of Section 4.18 hereof;

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


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<PAGE>
          (xi) Indebtedness of the Company or any of its Restricted Subsidiaries
     represented by letters of credit for the account of the Company or such
     Restricted Subsidiary, as the case may be, in order to provide security for
     workers' compensation claims, payment obligations in connection with
     self-insurance or similar requirements in the ordinary course of business;

          (xii) the incurrence of Non-Recourse Indebtedness by Permitted Joint
     Ventures that are Restricted Subsidiaries;

          (xiii) Indebtedness incurred by a Receivables Subsidiary pursuant to a
     Receivables Program; provided that, after giving effect to any such
     incurrence of Indebtedness, the aggregate principal amount of all
     Indebtedness incurred under this clause (xiii) and then outstanding does
     not exceed $30 million;

          (xiv) Indebtedness of the Company, any Restricted Subsidiary or any
     Permitted Joint Venture not permitted by any other clause of this
     definition, in an aggregate principal amount not to exceed $30 million at
     any one time outstanding;

          (xv) Indebtedness represented by Attributable Debt related to a Sale
     and Leaseback transaction involving tractors existing on the Issue Date;
     provided that (i) the aggregate amount of such Indebtedness does not exceed
     $7 million and (ii) such Indebtedness is incurred within 12 months from the
     Issue Date; and

          (xvi) the incurrence of Indebtedness represented by Additional Notes
     and the related Guarantees, the net cash proceeds of which are used to
     satisfy, extinguish and retire the Company and/or any of the Restricted
     Subsidiaries' obligations under any Indebtedness incurred under clause
     (viii) above; provided that (A) any property or assets of the Company or
     any Restricted Subsidiary securing such Indebtedness, the obligations of
     which are being so satisfied, extinguished and retired, are fully released
     from such security and (B) such property or assets are expressly made
     subject to a first priority perfected Lien in favor of the Collateral
     Agent.

          (d) The Company will not incur any Indebtedness that is subordinate in
right of payment to any other Indebtedness of the Company unless it is
subordinate in right of payment to the Notes to the same extent. The Company
will not permit any Subsidiary Guarantor to incur any Indebtedness that is
subordinate in right of payment to any other Indebtedness of such Subsidiary
Guarantor unless it is subordinate in right of payment to such Subsidiary
Guarantor's Guarantee to the same extent. For purposes of the foregoing, no
Indebtedness will be deemed to be subordinated in right of payment to any other
Indebtedness of the Company or any Subsidiary Guarantor, as applicable, solely
by reason of any Liens or Guarantees arising or created in respect thereof or by
virtue of the fact that the holders of any secured Indebtedness have entered
into intercreditor agreements giving one or more of such holders priority over
the other holders in the collateral held by them.

          (e) For purposes of determining compliance with this Section 4.09, in
the event that any proposed Indebtedness meets the criteria of more than one of
the categories of Permitted Indebtedness described in clauses (i) through (xvi)
above, or is entitled to be incurred


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<PAGE>
pursuant to Section 4.09(a) hereof, the Company will be permitted to classify
such item of Indebtedness on the date of its incurrence, or later reclassify all
or a portion of such item of Indebtedness, in any manner that complies with this
Section 4.09. Indebtedness under the Credit Agreement incurred on the Issue Date
shall be deemed to have been incurred on the Issue Date in reliance on the
exception provided by clause (i) of the definition of Permitted Indebtedness.

Section 4.10 Asset Sales.

          (a) The Company will not, and will not permit any Restricted
Subsidiary to, engage in any Asset Sale unless:

          (i) the consideration received by the Company or such Restricted
     Subsidiary for such Asset Sale is not less than the fair market value of
     the assets sold evidenced by a resolution of the board of directors of such
     entity set forth in an Officers' Certificate delivered to the Trustee;

          (ii) the consideration received by the Company or the relevant
     Restricted Subsidiary in respect of such Asset Sale consists of at least
     75% cash or Cash Equivalents (for purposes of this clause (ii), cash and
     Cash Equivalents includes (1) if such Asset Sale does not involve
     Collateral, any liabilities (as reflected in the Company's consolidated
     balance sheet) of the Company or any Restricted Subsidiary (other than
     contingent liabilities and liabilities that are by their terms subordinated
     to the Notes or any Guarantee) that are assumed by any transferee of any
     such assets or other property in such Asset Sale, and where the Company or
     the relevant Restricted Subsidiary is released from any further liability
     in connection therewith with respect to such liabilities, (2) any
     securities, notes or other similar obligations received by the Company or
     any such Restricted Subsidiary from such transferee that are converted
     within 180 days of the consummation of the related Asset Sale by the
     Company or such Restricted Subsidiary into cash and Cash Equivalents (to
     the extent of the net cash proceeds or the Cash Equivalents (net of related
     costs) received upon such conversion), (3) any Designated Noncash
     Consideration received by the Company or any such Restricted Subsidiary in
     the Asset Sale having an aggregate fair market value, as determined by the
     Board of the Company, taken together with all other Designated Noncash
     Consideration received pursuant to this clause that is at that time
     outstanding, not to exceed the greater of:

               (A) $10 million; and

               (B) 15% of Consolidated Tangible Assets at the time of the
          receipt of such Designated Noncash Consideration (with the fair market
          value of each item of such Designated Noncash Consideration being
          measured at the time received and without giving effect to subsequent
          changes in value); and

          (iii) if such Asset Sale involves the transfer of Collateral,

               (1) all consideration received in such Asset Sale shall consist
     of assets that are not Excluded Assets; and


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<PAGE>
               (2) all consideration (including cash and cash equivalents)
     received in such Asset Sale shall be expressly made subject to a first
     priority perfected Lien (subject to Permitted Liens) in favor of the
     Collateral Agent.

          (b) If the Company or any Restricted Subsidiary engages in an Asset
Sale, the Company may, at its option, within 12 months after such Asset Sale (i)
apply all or a portion of the Net Cash Proceeds to repay or purchase Applicable
Indebtedness (and, in the case of revolving loans and other similar obligations,
permanently reduce the commitment thereunder), or (ii) invest (or enter into a
legally binding agreement to invest) all or a portion of such Net Cash Proceeds
in properties and assets to replace the properties and assets that were the
subject of the Asset Sale or in properties and assets that will be used in
businesses of the Company or its Restricted Subsidiaries, as the case may be,
existing on the Issue Date or in businesses the same, similar or reasonably
related thereto; provided, that, to the extent that such Net Cash Proceeds
represent proceeds of Collateral, (A) none of such properties and assets
obtained shall consist of Excluded Assets and (B) such properties and assets
obtained shall be expressly made subject to a first priority Lien (subject to
Permitted Liens) with respect to the Notes. If any such legally binding
agreement to invest such Net Cash Proceeds is terminated, the Company may,
within 90 days of such termination or within 12 months of such Asset Sale,
whichever is later, invest such Net Cash Proceeds as provided in clause (i) or
(ii) (without regard to the parenthetical contained in such clause (ii)) above.
Pending the final application of any such Net Cash Proceeds, the Company may
temporarily reduce revolving credit borrowings or otherwise invest such Net Cash
Proceeds in a manner that is not prohibited by this Indenture. The amount of
such Net Cash Proceeds not so used as set forth above in this paragraph shall
constitute "EXCESS PROCEEDS".

          (c) When the aggregate amount of Excess Proceeds exceeds $10 million,
the Company will, within 30 days thereafter, make an offer to purchase (an
"EXCESS PROCEEDS OFFER") from all Holders of Notes on a pro rata basis, in
accordance with the procedures set forth in this Indenture, the maximum
principal amount (expressed as a multiple of $1,000) of Notes that may be
purchased with the Excess Proceeds, at a purchase price in cash equal to 100% of
the principal amount thereof, plus accrued interest and Liquidated Damages, if
any, to the date such offer to purchase is consummated. To the extent that the
aggregate principal amount of Notes tendered pursuant to such offer to purchase
is less than the Excess Proceeds, the Company may use such deficiency for
general corporate purposes. If the aggregate principal amount of Notes validly
tendered and not withdrawn by holders thereof exceeds the Excess Proceeds, the
Notes to be purchased will be selected on a pro rata basis. Upon completion of
such offer to purchase, the amount of Excess Proceeds will be reset to zero.

Section 4.11 Transactions with Affiliates.

          (a) The Company will not, and will not permit any Restricted
Subsidiary to, directly or indirectly, enter into or suffer to exist any
transaction with, or for the benefit of, any Affiliate of the Company
("Interested Persons"), unless (i) such transaction is on terms that are no less
favorable to the Company or such Restricted Subsidiary, as the case may be, than
those that could have been obtained in an arm's-length transaction with third
parties who are not Interested Persons and (ii) the Company delivers to the
Trustee (x) with respect to any transaction or series of related transactions
entered into after the Issue Date involving aggregate payments in excess of $5
million, a resolution of the Company's Board set forth in an officers'


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<PAGE>
certificate certifying that such transaction or transactions complies with
clause (i) above and that such transaction or transactions have been approved by
the Board (including a majority of the Disinterested Directors) of the Company
and (y) with respect to a transaction or series of related transactions
involving aggregate payments equal to or greater than $10 million, a written
opinion as to the fairness to the Company or such Restricted Subsidiary of such
transaction or series of transactions from a financial point of view issued by
an accounting, appraisal or investment banking firm, in each case of national
standing.

          (b) The foregoing Section 4.11(a) will not restrict:

          (i) transactions among the Company and/or its Restricted Subsidiaries;

          (ii) the Company from paying reasonable and customary regular
     compensation, indemnification, reimbursement and fees to officers of the
     Company or any Restricted Subsidiary and to directors of the Company or any
     Restricted Subsidiary who are not employees of the Company or any
     Restricted Subsidiary;

          (iii) transactions permitted by Section 4.07;

          (iv) advances to employees for moving, entertainment and travel
     expenses and similar expenditures in the ordinary course of business and
     consistent with past practice;

          (v) any Receivables Program of the Company or a Restricted Subsidiary;

          (vi) the agreements listed on Schedule II to this Indenture, in each
     case as in effect as of the Issue Date or any amendment thereto (so long as
     the amended agreement is not more disadvantageous to the Holders of the
     Notes in any material respect than such agreement immediately prior to such
     amendment) or any transaction contemplated thereby; and

          (vii) issuance of Equity Interests (other than Disqualified Stock) of
     the Parent or the Company to Affiliates.

Section 4.12 Liens.

          The Parent shall not, and shall not permit any of its subsidiaries
(other than Unrestricted Subsidiaries) to, create, incur, assume or otherwise
cause or suffer to exist or become effective any Lien of any kind upon any of
their property or assets, whether now owned or hereafter acquired, or any income
or profits therefrom or any right to receive income therefrom, except Permitted
Liens. The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, create, incur, assume or otherwise cause or suffer to exist or
become effective any Lien of any kind upon any of their property or assets,
whether now owned or hereafter acquired, or any income or profits therefrom or
any right to receive income therefrom, except Permitted Liens.


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<PAGE>
Section 4.13 Corporate Existence.

          Subject to Article Five, the Parent and the Company will do or cause
to be done all things necessary to preserve and keep in full force and effect
the corporate existence, rights (charter and statutory) and franchises of the
Parent, the Company and each Subsidiary; provided that the Company shall not be
required to preserve any such right or franchise if the Board shall determine
that the preservation thereof is no longer desirable in the conduct of the
business of the Company and its Subsidiaries as a whole and that the loss
thereof is not disadvantageous in any material respect to the Holders.

Section 4.14 Offer to Repurchase upon a Change of Control.

          (a) Upon the occurrence of a Change of Control, each Holder shall have
the right to require the Company to repurchase all or any part (equal to $1,000
or an integral multiple thereof) of such Holder's Notes pursuant to the offer
described below (the "CHANGE OF CONTROL OFFER") at an offer price in cash equal
to 101% of the aggregate principal amount thereof plus accrued and unpaid
interest and Liquidated Damages thereon, if any, to the date of purchase (the
"CHANGE OF CONTROL PAYMENT"). Within 30 days following any Change of Control,
the Company shall notify the Trustee thereof and mail a notice, by first-class
mail, postage prepaid, to each Holder, describing the transaction or
transactions that constitute the Change of Control and stating (1) that the
Change of Control Offer is being made pursuant to this Section 4.14 and that all
Notes tendered will be accepted for payment; (2) the purchase price and the
purchase date, which shall be no earlier than 30 days and no later than 60 days
from the date such notice is mailed or such later date as is necessary to comply
with the requirements under the Exchange Act (the "CHANGE OF CONTROL PAYMENT
DATE"); (3) that any Note not tendered will continue to accrue interest; (4)
that, unless the Company defaults in the payment of the Change of Control
Payment, all Notes accepted for payment pursuant to the Change of Control Offer
shall cease to accrue interest after the Change of Control Payment Date; (5)
that Holders electing to have any Notes purchased pursuant to a Change of
Control Offer will be required to surrender the Notes, with the form entitled
"Option of Holder to Elect Purchase" on the reverse of the Notes completed, to
the Paying Agent at the address specified in the notice prior to the close of
business on the third Business Day preceding the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw their election if the Paying Agent
receives, not later than the close of business on the second Business Day
preceding the Change of Control Payment Date, a telegram, telex, facsimile
transmission or letter setting forth the name of the Holder, the principal
amount of Notes delivered for purchase, and a statement that such Holder is
withdrawing its election to have the Notes purchased; and (7) that Holders whose
Notes are being purchased only in part will be issued new Notes equal in
principal amount to the unpurchased portion of the Notes surrendered, which
unpurchased portion must be equal to $1,000 in principal amount or an integral
multiple thereof. The Company shall comply with the requirements of Rule 14e-1
under the Exchange Act and any other securities laws and regulations thereunder
to the extent such laws and regulations are applicable in connection with the
repurchase of the Notes as a result of a Change of Control. To the extent that
the provisions of any securities laws or regulations conflict with the
provisions of this Indenture relating to such Change of Control Offer, the
Company shall comply with the applicable securities laws and regulations and
shall not be deemed to have breached its obligations described in this Indenture
by virtue thereof.


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<PAGE>
          (b) By 2:00 p.m. Eastern Time on the Change of Control Payment Date,
the Company shall, to the extent lawful, (1) accept for payment all Notes or
portions thereof properly tendered pursuant to the Change of Control Offer, (2)
deposit with the Paying Agent an amount equal to the Change of Control Payment
in respect of all Notes or portions thereof so tendered and (3) deliver or cause
to be delivered to the Trustee the Notes so accepted together with an Officers'
Certificate stating the aggregate principal amount of Notes or portions thereof
being purchased by the Company. The Paying Agent shall promptly mail to each
Holder of Notes so tendered the Change of Control Payment for such Notes, and
the Trustee shall promptly authenticate and mail (or cause to be transferred by
book entry) to each Holder a new Note equal in principal amount to any
unpurchased portion of the Notes surrendered, if any; provided that each such
new Note shall be in a principal amount of $1,000 or an integral multiple
thereof.

          (c) Notwithstanding anything to the contrary in this Section 4.14, the
Company shall not be required to make a Change of Control Offer upon a Change of
Control if a third party makes the Change of Control Offer in the manner, at the
times and otherwise in compliance with the requirements set forth in this
Section 4.14 and Section 3.09 hereof and all other provisions of this Indenture
applicable to a Change of Control Offer made by the Company and purchases all
Notes validly tendered and not withdrawn under such Change of Control Offer.

Section 4.15 Limitation on Issuances and Sales of Capital Stock of Restricted
Subsidiaries.

          The Company (a) will not permit any Restricted Subsidiary to issue any
Capital Stock unless after giving effect thereto the Company's percentage
interest (direct and indirect) in the Capital Stock of such Restricted
Subsidiary is at least equal to its percentage interest prior thereto, and (b)
will not, and will not permit any Restricted Subsidiary to, transfer, convey,
sell, lease or otherwise dispose of any Capital Stock of any Restricted
Subsidiary to any Person (other than the Company or a Wholly Owned Restricted
Subsidiary); provided, however, that this Section 4.15 will not prohibit (i) the
sale or other disposition of all, but not less than all, of the issued and
outstanding Capital Stock of a Restricted Subsidiary owned by the Company and
its Restricted Subsidiaries in compliance with the other provisions of this
Indenture, (ii) the sale or other disposition of a portion of the issued and
outstanding Capital Stock of a Restricted Subsidiary (other than a Subsidiary
Guarantor) whether or not as a result of such sale or disposition such
Restricted Subsidiary continues or ceases to be a Restricted Subsidiary if (A)
at the time of such sale or disposition, the Company could make an Investment in
the remaining Capital Stock held by it or one of its Restricted Subsidiaries in
an amount equal to the amount of its remaining Investment in such Person
pursuant to Section 4.07 hereof and (B) such sale or disposition is permitted
under, and the Company or such Restricted Subsidiary applies the Net Cash
Proceeds of any such sale in accordance with, Section 4.10 hereof, or (iii) the
ownership by directors of director's qualifying shares or the ownership by
foreign nationals of Capital Stock of any Restricted Subsidiary, to the extent
mandated by applicable law. The Company will not permit any Restricted
Subsidiary to issue any Preferred Stock other than to the Company or any
Subsidiary Guarantor.

Section 4.16 Designation of Restricted and Unrestricted Subsidiaries.

          (a) The Board of the Company may designate any Subsidiary (including
any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary
so long as (i) such


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<PAGE>
Subsidiary has no Indebtedness other than Non-Recourse Indebtedness, (ii) no
default with respect to any Indebtedness of such Subsidiary would permit (upon
notice, lapse of time or otherwise) any holder of any other Indebtedness of the
Company or any Restricted Subsidiary to declare a default on such other
Indebtedness or cause the payment thereof to be accelerated or payable prior to
its stated maturity, (iii) any Investment in such Subsidiary made as a result of
designating such Subsidiary an Unrestricted Subsidiary will not violate the
provisions of Section 4.07 hereof, (iv) neither the Company nor any Restricted
Subsidiary has a contract, agreement, arrangement, understanding or obligation
of any kind, whether written or oral, with such Subsidiary other than those that
might be obtained at the time from Persons who are not Affiliates of the
Company, (v) neither the Company nor any Restricted Subsidiary has any
obligation to subscribe for additional shares of Capital Stock or other equity
interests in such Subsidiary, or to maintain or preserve such Subsidiary's
financial condition or to cause such Subsidiary to achieve certain levels of
operating results, and (vi) such Unrestricted Subsidiary has at least one
director on its board of directors that is not a director or executive officer
of the Company or any of its Restricted Subsidiaries and has at least one
executive officer that is not a director or executive officer of the Company or
any of its Restricted Subsidiaries. Notwithstanding the foregoing, the Company
may not designate any Subsidiary Guarantor (whether or not existing as of the
Issue Date) as an Unrestricted Subsidiary.

          (b) The Board of the Company may designate any Unrestricted Subsidiary
as a Restricted Subsidiary; provided that (i) no Default or Event of Default has
occurred and is continuing following such designation and (ii) the Company
could, at the time of making such designation and giving such pro forma effect
as if such designation had been made at the beginning of the applicable four
quarter period, incur at least $1.00 of additional Indebtedness pursuant to the
Fixed Charge Coverage Ratio test set forth in Section 4.09(a) (treating any
Indebtedness of such Unrestricted Subsidiary as the incurrence of Indebtedness
by a Restricted Subsidiary).

Section 4.17 Payments for Consent.

          Neither the Company nor any of its Restricted Subsidiaries will,
directly or indirectly, pay or cause to be paid any consideration, whether by
way of interest, fee or otherwise, to any Holder for or as an inducement to any
consent, waiver or amendment of any of the terms or provisions of this Indenture
or the Notes unless such consideration is offered to be paid or is paid to all
Holders that consent, waive or agree to amend in the time frame set forth in the
solicitation documents relating to such consent, waiver or agreement.

Section 4.18 Limitations on Issuances of Guarantees of Indebtedness.

          (a) The Company will not permit any Restricted Subsidiary that is not
a Subsidiary Guarantor, directly or indirectly, to guarantee, assume or in any
other manner become liable for the payment of any Indebtedness of the Company or
any Indebtedness of any other Restricted Subsidiary, unless (i) such Restricted
Subsidiary simultaneously executes and delivers a supplemental indenture
providing for a guarantee of payment of the Notes by such Restricted Subsidiary
on a senior secured basis on the same terms as set forth in this Indenture and
(ii) with respect to any guarantee of Subordinated Indebtedness by a Restricted
Subsidiary, any such guarantee is subordinated to such Restricted Subsidiary's
guarantee with respect to the Notes at


                                       67
<PAGE>
least to the same extent as such Subordinated Indebtedness is subordinated to
the Notes, provided that the foregoing provision will not be applicable to any
guarantee by any Restricted Subsidiary that existed at the time such Person
became a Restricted Subsidiary and was not incurred in connection with, or in
contemplation of, such Person becoming a Restricted Subsidiary.

          (b) Any guarantee by a Restricted Subsidiary of the Notes pursuant to
Section 4.18(a) may provide by its terms that it will be automatically and
unconditionally released and discharged upon (i) any sale, exchange or transfer
to any Person not an Affiliate of the Company of all of the Company's and the
Restricted Subsidiaries' Capital Stock in, or all or substantially all the
assets of, such Restricted Subsidiary (which sale, exchange or transfer is not
prohibited by this Indenture) or (ii) the release or discharge of the guarantee
that resulted in the creation of such guarantee of the Notes, except a discharge
or release by or as a result of payment under such guarantee.

Section 4.19 Additional Guarantees.

          The Company shall provide to the Trustee, on the date that any Person
(other than a Foreign Subsidiary) becomes a Wholly Owned Restricted Subsidiary,
a supplemental indenture to this Indenture, executed by such new Wholly Owned
Restricted Subsidiary, providing for a full and unconditional guarantee on a
senior secured basis by such new Wholly Owned Restricted Subsidiary of the
Company's obligations under the Notes and this Indenture to the same extent as
that set forth in this Indenture.

Section 4.20 Sale and Leaseback Transactions

          The Company will not, and will not permit any of its Restricted
Subsidiaries to, enter into any Sale and Leaseback Transaction; provided that
the Company or any Restricted Subsidiary may enter into a Sale and Leaseback
Transaction if:

          (a) the Company or such Restricted Subsidiary, as applicable, could
have (a) incurred Indebtedness in an amount equal to the Attributable Debt
relating to such Sale and Leaseback Transaction pursuant to Section 4.09 hereof
and (b) incurred a Lien to secure such Indebtedness pursuant to Section 4.12
hereof;

          (b) the gross cash proceeds of that Sale and Leaseback Transaction are
at least equal to the fair market value of the property that is the subject of
that Sale and Leaseback Transaction; and

          (c) the transfer of assets in that Sale and Leaseback Transaction is
permitted by, and the Company applies the proceeds of such transaction in
compliance with, Section 4.10 hereof.


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                                  ARTICLE FIVE
                                   SUCCESSORS

Section 5.01 Merger, Consolidation or Sale of Assets.

          (a) Neither the Parent nor the Company will, in a single transaction
or series of related transactions, consolidate or merge with or into (whether or
not the Parent or the Company, as the case may be, is the surviving
corporation), or directly and/or indirectly through its Subsidiaries, sell,
assign, transfer, lease, convey or otherwise dispose of all or substantially all
of its properties or assets (determined on a consolidated basis for the Parent
or the Company, as the case may be, and its Subsidiaries taken as a whole) in
one or more related transactions to, another corporation, Person or entity
unless:

          (i) either (i) the Company or the Parent, as the case may be, is the
     surviving corporation or (ii) the entity or the Person formed by or
     surviving any such consolidation or merger (if other than the Company) or
     to which such sale, assignment, transfer, lease, conveyance or other
     disposition shall have been made (the "SURVIVING ENTITY") is a corporation
     organized or existing under the laws of the United States, any state
     thereof or the District of Columbia and assumes all the obligations of the
     Company or the Parent, as the case may be, under the Notes, this Indenture,
     the Security Documents and the Registration Rights Agreement pursuant to
     agreements in form and substance reasonably satisfactory to the Trustee;

          (ii) immediately after giving effect to such transaction and treating
     any obligation of the Company in connection with or as a result of such
     transaction as having been incurred as of the time of such transaction, no
     Default or Event of Default has occurred and is continuing;

          (iii) if such transaction involves the Company, the Company (or the
     Surviving Entity if the Company is not the continuing obligor under this
     Indenture) could, at the time of such transaction and after giving pro
     forma effect thereto as if such transaction had occurred at the beginning
     of the applicable four-quarter period, incur at least $1.00 of additional
     Indebtedness (other than Permitted Indebtedness) pursuant Section 4.09(a);

          (iv) each Guarantor, unless it is the other party to the transaction
     described above, has by supplemental indenture confirmed that its Guarantee
     applies to the Surviving Entity's obligations under this Indenture and the
     Notes;

          (v) if any of the property or assets of the Company or any of its
     Restricted Subsidiaries would thereupon become subject to any Lien, the
     provisions of Section 4.12 hereof are complied with; and

          (vi) the Company or the Parent, as the case may be, delivers or causes
     to be delivered, to the Trustee, in form and substance reasonably
     satisfactory to the Trustee, an Officers' Certificate and an Opinion of
     Counsel, each stating that such transaction complies with the requirements
     of this Indenture.


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<PAGE>
          (b) No Subsidiary Guarantor shall consolidate with or merge with or
into any other Person or convey, sell, assign, transfer, lease or otherwise
dispose of its properties and assets substantially as an entirety to any other
Person (other than the Company or another Subsidiary Guarantor) unless:

          (i) subject to the provisions of the last paragraph of this Section
     5.01(b), the Person formed by or surviving such consolidation or merger (if
     other than such Subsidiary Guarantor) or to which such properties and
     assets are transferred assumes all of the obligations of such Subsidiary
     Guarantor under this Indenture, its Guarantee, the Security Documents and
     the Registration Rights Agreement, pursuant to agreements in form and
     substance reasonably satisfactory to the Trustee;

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

          (iii) the Subsidiary Guarantor delivers, or causes to be delivered, to
     the Trustee, in form and substance reasonably satisfactory to the Trustee,
     an Officers' Certificate and an Opinion of Counsel, each stating that such
     transaction complies with the requirements of this Indenture.

          For purposes of the foregoing, the transfer (by lease, assignment,
sale or otherwise, in a single transaction or series of transactions) of all or
substantially all of the properties or assets of one or more Restricted
Subsidiaries, the Capital Stock of which constitutes all or substantially all of
the properties and assets of the Company, shall be deemed to be the transfer of
all or substantially all of the properties and assets of the Company.

          (c) In the event of any transaction described in and complying with
the provisions of Section 5.01(a) in which the Company is not the continuing
obligor under this Indenture, the Surviving Entity will succeed to, and be
substituted for, and may exercise every right and power of, the Company under
this Indenture, and thereafter the Company will, except in the case of a lease,
be discharged from all of its obligations under this Indenture and the Notes.

                                   ARTICLE SIX
                              DEFAULTS AND REMEDIES

Section 6.01 Events of Default.

          "EVENT OF DEFAULT", wherever used herein, means any one of the
following events (whatever the reason for such Event of Default and whether it
shall be voluntary or involuntary or be effected by operation of law or pursuant
to any judgment, decree or order of any court or any order, rule or regulation
of any administrative or governmental body):

          (i) default in the payment of any interest on any Note when it becomes
     due and payable, and continuance of such default for a period of 30 days;

          (ii) default in the payment of the principal of (or premium, if any,
     on) any Note when due;


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<PAGE>
          (iii) failure to perform or comply with the provisions of Sections
     4.07, 4.09, 4.10, 4.14 or 5.01;

          (iv) default in the performance, or breach, of any covenant or
     agreement of the Company or any Guarantor contained in this Indenture or in
     any Guarantee (other than a default in the performance, or breach, of a
     covenant or agreement that is specifically dealt with elsewhere herein),
     and continuance of such default or breach for a period of 60 days after
     written notice has been given to the Company by the Trustee or to the
     Company and the Trustee by the Holders of at least 25% in aggregate
     principal amount of the Notes then outstanding;

          (v) (x) an event of default has occurred under any mortgage, bond,
     indenture, loan agreement or other document evidencing an issue of
     Indebtedness of the Company, the Parent or any Restricted Subsidiary, which
     issue individually or in the aggregate has an aggregate outstanding
     principal amount of not less than $10 million, and such default has
     resulted in such Indebtedness becoming, whether by declaration or
     otherwise, due and payable prior to the date on which it would otherwise
     become due and payable or (y) a default (a "PAYMENT DEFAULT") in any
     payment when due at final maturity of any such Indebtedness;

          (vi) failure by the Company, the Parent or any of its Restricted
     Subsidiaries to pay one or more final judgments the uninsured portion of
     which exceeds in the aggregate $10 million, which judgment or judgments are
     not paid, discharged or stayed for a period of 60 days;

          (vii) any Guarantee ceases to be in full force and effect or is
     declared null and void or any such Guarantor denies that it has any further
     liability under any Guarantee, or gives notice to such effect (other than
     by reason of the termination of this Indenture or the release of any such
     Guarantee in accordance with this Indenture);

          (viii) the entry of a decree or order by a court having jurisdiction
     in the premises adjudging the Company, the Parent or any Significant
     Subsidiary a bankrupt or insolvent, or approving as properly filed a
     petition seeking reorganization, arrangement, adjustments or composition of
     or in respect of the Company, the Parent or any Significant Subsidiary
     under any Bankruptcy Law, or appointing a receiver, liquidator, assignee,
     trustee, sequestrator (or other similar official) of the Company, the
     Parent or any Significant Subsidiary or of any substantial part of its
     property, or ordering the winding up or liquidation of its affairs, and the
     continuance of any such decree or order unstayed and in effect for a period
     of 90 consecutive days;

          (ix) the institution by the Company, the Parent or any Significant
     Subsidiary of proceedings to be adjudicated a bankrupt or insolvent, or the
     consent by it to the institution of bankruptcy or insolvency proceedings
     against it, or the filing by it of a petition or answer or consent seeking
     reorganization or relief under any Bankruptcy Law, or the consent by it to
     the filing of any such petition or to the appointment of a receiver,
     liquidator, assignee, trustee, sequestrator (or other similar official) of
     the Company, the Parent or any Significant Subsidiary or of any substantial
     part of its property, or the


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<PAGE>
     making by it of an assignment for the benefit of creditors, or the
     admission by it in writing of its inability to pay its debts generally as
     they become due; or

          (x) default by the Company or any Restricted Subsidiary in the
     performance of the Security Documents which adversely affects the
     enforceability, validity, perfection or priority of such Liens, the
     repudiation or disaffirmation by the Company or any Restricted Subsidiary
     of its material obligations under the Security Documents or the
     determination in a judicial proceeding that the Security Documents are
     unenforceable or invalid against the Company or any Restricted Subsidiary
     party thereto for any reason with respect to the Collateral (which default,
     repudiation, disaffirmation or determination is not rescinded, stayed, or
     waived by the Persons having such authority pursuant to the Security
     Documents or otherwise cured within 60 days after the Company receives
     written notice thereof specifying such occurrence from the Trustee or the
     Holders of at least 25% of the outstanding principal amount of the Notes
     and demanding that such default be remedied).

Section 6.02 Acceleration.

          (a) If an Event of Default (other than as specified in Section
6.01(viii) or (ix) hereof) occurs and is continuing, the Trustee or the Holders
of not less than 25% in aggregate principal amount of the Note then outstanding
may, and the Trustee at the request of such Holders will, declare the principal
of, and accrued interest on, all of the outstanding Notes immediately due and
payable and, upon any such declaration, such principal and such interest will
become due and payable immediately. The Trustee shall promptly notify the
Company of any such acceleration of the Notes pursuant to this Section 6.02(a).

          If an Event of Default specified in Section 6.01(viii) or (ix) hereof
occurs and is continuing, then the principal of and accrued interest on all of
the outstanding Notes will ipso facto become and be immediately due and payable
without any declaration or other act on the part of the Trustee or any Holder.

          (b) At any time after a declaration of acceleration under this
Indenture, but before a judgment or decree for payment of the money due has been
obtained by the Trustee, the holders of a majority in aggregate principal amount
of the outstanding Notes, by written notice to the Company and the Trustee, may
rescind such declaration and its consequences if: (i) the Company has paid or
deposited with the Trustee a sum sufficient to pay (A) all overdue interest on,
and Liquidated Damages with respect to, all Notes, (B) all unpaid principal of
(and premium, if any, on) any outstanding Notes that has become due otherwise
than by such declaration of acceleration and interest thereon at the rate borne
by the Notes, (C) to the extent that payment of such interest is lawful,
interest upon overdue interest and overdue principal at the rate borne by the
Notes and (D) all sums paid or advanced by the Trustee under this Indenture and
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel; and (ii) all Events of Default, other than the
non-payment of amounts of principal of (or premium, if any, on), or interest on
or Liquidated Damages with respect to, the Notes that have become due solely by
such declaration of acceleration, have been cured or waived. No such rescission
will affect any subsequent default or impair any right consequent thereon.


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<PAGE>
          (c) Notwithstanding the preceding paragraph, in the event of a
declaration of acceleration in respect of the Notes because an Event of Default
specified in Section 6.01(v) shall have occurred and be continuing and provided
no judgment or decree for payment of the money due has been obtained by the
Trustee, such declaration of acceleration shall be automatically annulled if the
Indebtedness that is the subject of such Event of Default has been discharged or
the holders thereof have rescinded their declaration of acceleration in respect
of such Indebtedness, and written notice of such discharge or rescission, as the
case may be, shall have been given to the Trustee by the Company and
countersigned by the holders of such Indebtedness or a trustee, fiduciary or
agent for such holders, within 30 days after such declaration of acceleration in
respect of the Notes, and no other Event of Default has occurred during such
30-day period which has not been cured or waived during such period.

Section 6.03 Other Remedies.

          (a) If an Event of Default occurs and is continuing, the Trustee may
pursue any available remedy to collect the payment of principal, premium, if
any, interest, and Liquidated Damages, if any, with respect to, the Notes or to
enforce the performance of any provision of the Notes or this Indenture.

          (b) The Trustee may maintain a proceeding even if it does not possess
any of the Notes or does not produce any of them in the proceeding. A delay or
omission by the Trustee or any Holder of a Note in exercising any right or
remedy accruing upon and during the continuance of an Event of Default shall not
impair the right or remedy or constitute a waiver of or acquiescence in the
Event of Default. All remedies are cumulative to the extent permitted by law.

Section 6.04 Waiver of Past Defaults.

          Holders of a majority in principal amount of the then outstanding
Notes by notice to the Trustee, may on behalf of the Holders of all of the
Notes, waive an existing Default or Event of Default and its consequences
hereunder, except a continuing Default or Event of Default in the payment of
interest or Liquidated Damages, if any, on, or the principal of, the Notes
(including in connection with an offer to purchase) (provided, however, that the
Holders of a majority in principal amount of the then outstanding Notes may
rescind an acceleration and its consequences, including any related payment
default that resulted from such acceleration). The Company shall deliver to the
Trustee an Officers' Certificate stating that the requisite percentage of
Holders have consented to such waiver and attaching copies of such consents. In
case of any such waiver, the Company, the Trustee and the Holders shall be
restored to their former positions and rights hereunder and under the Notes,
respectively. This Section 6.04 shall be in lieu of Section 316(a)(1)(B) of the
TIA and such Section 316(a)(1)(B) of the TIA is hereby expressly excluded from
this Indenture and the Notes, as permitted by the TIA. Upon any such waiver,
such Default shall cease to exist, and any Event of Default arising therefrom
shall be deemed to have been cured for every purpose of this Indenture; but no
such waiver shall extend to any subsequent or other Default or impair any right
consequent thereon.


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<PAGE>
Section 6.05 Control by Majority.

          Holders of a majority in principal amount of the then outstanding
Notes may direct the time, method and place of conducting any proceeding for
exercising any remedy available to the Trustee or exercising any trust or power
conferred on it. However, the Trustee may refuse to follow any direction that
conflicts with law or this Indenture that the Trustee determines may be unduly
prejudicial to the rights of other Holders of Notes or that may involve the
Trustee in personal liability. The Trustee may withhold from Holders of the
Notes notice of any continuing Default or Event of Default (except a Default or
Event of Default relating to the payment of principal or interest or Liquidated
Damages, if any) if it determines that withholding notice is in their interest.

Section 6.06 Limitation on Suits.

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

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

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

          (iii) such Holder of a Note or Holders of Notes offer and, if
     requested, provide to the Trustee security and indemnity satisfactory to
     the Trustee against any loss, liability or expense that might be incurred
     by it in connection with the request or direction;

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

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

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

Section 6.07 Rights of Holders of Notes to Receive Payment.

          Notwithstanding any other provision of this Indenture, the right of
any Holder of a Note to receive payment of principal, premium, if any, interest
on, and Liquidated Damages, if any, with respect to, the Note, on or after the
respective due dates expressed in the Note (including in connection with an
offer to purchase), or to bring suit for the enforcement of any such payment on
or after such respective dates, shall not be impaired or affected without the
consent of such Holder.


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<PAGE>
Section 6.08 Collection Suit by Trustee.

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

Section 6.09 Trustee May File Proofs of Claim.

          The Trustee is authorized to file such proofs of claim and other
papers or documents as may be necessary or advisable in order to have the claims
of the Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel) and the
Holders of the Notes allowed in any judicial proceedings relative to the Company
or any Guarantor (or any other obligor upon the Notes), its creditors or its
property and shall be entitled and empowered to collect, receive and distribute
any money or other securities or property payable or deliverable on any such
claims and any custodian in any such judicial proceeding is hereby authorized by
each Holder to make such payments to the Trustee, and in the event that the
Trustee shall consent to the making of such payments directly to the Holders, to
pay to the Trustee any amount due to it for the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel, and
any other amounts due the Trustee under Section 7.07 hereof. To the extent that
the payment of any such compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 7.07 hereof out of the estate in any such proceeding, shall be denied
for any reason, payment of the same shall be secured by a Lien on, and shall be
paid out of, any and all distributions, dividends, money, securities and other
properties that the Holders may be entitled to receive in such proceeding
whether in liquidation or under any plan of reorganization or arrangement or
otherwise. Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Notes or
the rights of any Holder, or to authorize the Trustee to vote in respect of the
claim of any Holder in any such proceeding.

Section 6.10 Priorities.

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

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

          Second: to Holders of Notes for amounts due and unpaid on the Notes
     for principal, premium, if any, interest and Liquidated Damages, if any,
     ratably, without


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<PAGE>
     preference or priority of any kind, according to the amounts due and
     payable on the Notes for principal, premium, if any, interest, and
     Liquidated Damages, if any, respectively; and

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

          (b) The Trustee may fix a record date and payment date for any payment
to Holders of Notes pursuant to this Section 6.10.

Section 6.11 Undertaking for Costs.

          In any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted by
it as a Trustee, a court in its discretion may require the filing by any party
litigant in the suit of an undertaking to pay the costs of the suit, and the
court in its discretion may assess reasonable costs, including reasonable
attorneys' fees, against any party litigant in the suit, having due regard to
the merits and good faith of the claims or defenses made by the party litigant.
This Section does not apply to a suit by the Trustee, a suit by a Holder of a
Note pursuant to Section 6.07 hereof, or a suit by Holders of more than ten
percent in principal amount of the then outstanding Notes.

                                  ARTICLE SEVEN
                                     TRUSTEE

Section 7.01 Duties of Trustee.

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

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

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

          (ii) in the absence of bad faith on its part, the Trustee may
     conclusively rely, as to the truth of the statements and the correctness of
     the opinions expressed therein, upon certificates or opinions furnished to
     the Trustee and conforming to the requirements of this Indenture. However,
     the Trustee shall examine the certificates and opinions to determine
     whether or not they conform on their face to the requirements of this
     Indenture.

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


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

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

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

          (d) Whether or not therein expressly so provided, every provision of
this Indenture that in any way relates to the Trustee is subject to paragraphs
(a), (b) and (c) of this Section 7.01.

          (e) No provision of this Indenture shall require the Trustee to expend
or risk its own funds or incur any liability. The Trustee shall be under no
obligation to exercise any of the rights or powers vested in it by this
Indenture at the request or direction of any of the Holders unless such Holders
shall have offered to the Trustee security or indemnity reasonably satisfactory
to it against the costs, expenses and liabilities that might be incurred by it
in compliance with such request or direction.

          (f) Money held in trust by the Trustee need not be segregated from
other funds and need not be held in an interest-bearing account, in each case
except to the extent required by law or by any other provision of this
Indenture.

Section 7.02 Certain Rights of Trustee.

          (a) The Trustee may conclusively rely upon any document believed by it
to be genuine and to have been signed or presented by the proper Person. The
Trustee need not investigate any fact or matter stated in the document.

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

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

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

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


                                       77
<PAGE>
          (f) The Trustee shall be under no obligation to exercise any of the
rights or powers vested in it by this Indenture at the request or direction of
any of the Holders unless such Holders shall have offered to the Trustee
security or indemnity reasonably satisfactory to it against the costs, expenses
and liabilities that might be incurred by it in compliance with such request or
direction.

          (g) The Trustee shall not be deemed to have notice of any Default or
Event of Default unless a Responsible Officer of the Trustee has actual
knowledge thereof or unless written notice of such event is sent to the Trustee
in accordance with Section 13.02 hereof, and such notice references the Notes.

Section 7.03 Individual Rights of Trustee.

          The Trustee in its individual or any other capacity may become the
owner or pledgee of Notes and may become a creditor of, or otherwise deal with,
the Company or any of its Affiliates with the same rights it would have if it
were not Trustee. However, in the event that the Trustee acquires any
conflicting interest as described in the Trust Indenture Act, it must eliminate
such conflict within 90 days, apply to the SEC for permission to continue as
trustee or resign. Any Agent may do the same with like rights and duties. The
Trustee is also subject to Sections 7.10 and 7.11 hereof.

Section 7.04 Trustee's Disclaimer.

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

Section 7.05 Notice of Defaults.

          If a Default or Event of Default occurs and is continuing and if it is
known to the Trustee, the Trustee shall mail to Holders of Notes a notice of the
Default or Event of Default within 90 days after it occurs. Except in the case
of a Default or Event of Default in payment of principal of, premium and
Liquidated Damages, if any, or interest on any Note, the Trustee may withhold
the notice to the Holders if and so long as a committee of its Responsible
Officers in good faith determines that withholding the notice is in the
interests of the Holders of the Notes.

Section 7.06 Reports by Trustee to Holders of the Notes.

          (a) Within 60 days after each May 15 beginning with the May 15
following the date hereof, and for so long as Notes remain outstanding, the
Trustee shall mail to the Holders of the Notes a brief report dated as of such
reporting date that complies with TIA Section 313(a) (but if no event described
in TIA Section 313(a) has occurred within the twelve months preceding the
reporting date, no report need be transmitted). The Trustee also shall comply
with TIA Section 313(b)(2). The Trustee shall also transmit by mail all reports
as required by TIA Section 313(c).


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

Section 7.07 Compensation and Indemnity.

          (a) The Company shall pay to the Trustee (in its capacity as Trustee,
and, to the extent it has been appointed as such, as Paying Agent and Registrar)
from time to time reasonable compensation for its acceptance of this Indenture
and services hereunder in accordance with a written schedule provided by the
Trustee to the Company. The Trustee's compensation shall not be limited by any
law on compensation of a trustee of an express trust. The Company shall
reimburse the Trustee promptly upon request for all reasonable and customary
disbursements, advances and reasonable out-of-pocket expenses incurred or made
by it in addition to the compensation for its services. Such expenses shall
include the reasonable and customary compensation, disbursements and expenses of
the Trustee's agents and counsel.

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

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

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

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


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Section 7.08 Replacement of Trustee.

          (a) A resignation or removal of the Trustee and appointment of a
successor Trustee shall become effective only upon the successor Trustee's
acceptance of appointment as provided in this Section 7.08.

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

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

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

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

          (iv) the Trustee becomes incapable of acting.

          (c) If the Trustee resigns or is removed or if a vacancy exists in the
office of Trustee for any reason, the Company shall promptly appoint a successor
Trustee. Within one year after the successor Trustee takes office, the Holders
of a majority in principal amount of the then outstanding Notes may appoint a
successor Trustee to replace the successor Trustee appointed by the Company.

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

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

          (f) A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Thereupon, the
resignation or removal of the retiring Trustee shall become effective, and the
successor Trustee shall have all the rights, powers and duties of the Trustee
under this Indenture. The successor Trustee shall mail a notice of its
succession to Holders. The retiring Trustee shall promptly transfer all property
held by it as Trustee to the successor Trustee, provided all sums owing to the
Trustee hereunder have been paid and subject to the Lien provided for in Section
7.07 hereof. Notwithstanding replacement of the Trustee pursuant to this Section
7.08, the Company's obligations under Section 7.07 hereof shall continue for the
benefit of the retiring Trustee.


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Section 7.09 Successor Trustee by Merger, Etc.

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

Section 7.10 Eligibility; Disqualification.

          There shall at all times be a Trustee hereunder that is a corporation
organized and doing business under the laws of the United States of America or
of any state thereof that is authorized under such laws to exercise corporate
trustee power, that is subject to supervision or examination by federal or state
authorities and that has (or its corporate parent shall have) a combined capital
and surplus of at least $100.0 million as set forth in its most recent published
annual report of condition.

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

Section 7.11 Preferential Collection of Claims Against Company.

          The Trustee is subject to TIA Section 311(a), excluding any creditor
relationship listed in TIA Section 311(b). A Trustee who has resigned or been
removed shall be subject to TIA Section 311(a) to the extent indicated therein.
The Trustee hereby waives any right to set-off any claim that it may have
against the Company in any capacity (other than as Trustee and Paying Agent)
against any of the assets of the Company held by the Trustee; provided, however,
that if the Trustee is or becomes a lender of any other Indebtedness permitted
hereunder to be pari passu with the Notes, then such waiver shall not apply to
the extent of such Indebtedness.

                                 ARTICLE EIGHT
                       DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01 Option to Effect Legal Defeasance or Covenant Defeasance.

          The Company may, at the option of the Board evidenced by a resolution
set forth in an Officers' Certificate, at any time, elect to have either Section
8.02 or 8.03 hereof be applied to all outstanding Notes upon compliance with the
conditions set forth below in this Article Eight.

Section 8.02 Legal Defeasance and Discharge.

          Upon the Company's exercise under Section 8.02 hereof of the option
applicable to this Section 8.02, the Company shall, subject to the satisfaction
of the conditions set forth in Section 8.04 hereof, be deemed to have been
discharged from its obligations with respect to all outstanding Notes and all
obligations of the Guarantors shall be deemed to have been discharged with
respect to their obligations under the Subsidiary Guarantees on the date the
conditions set forth below are satisfied (hereinafter, "LEGAL DEFEASANCE"). For
this purpose, Legal Defeasance means that the Company and the Guarantors shall
be deemed to have paid and discharged the


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<PAGE>
entire Indebtedness represented by the outstanding Notes and Subsidiary
Guarantees, respectively, which shall thereafter be deemed to be "outstanding"
only for the purposes of Section 8.05 hereof and the other Sections of this
Indenture referred to in (a) and (b) below, and to have satisfied all its other
obligations under such Notes and this Indenture (and the Trustee, on demand of
and at the expense of the Company, shall execute proper instruments
acknowledging the same), except for the following provisions which shall survive
until otherwise terminated or discharged hereunder: (a) the rights of Holders of
outstanding Notes to receive solely from the trust fund described in Section
8.05 hereof, and as more fully set forth in such Section, payments in respect of
the principal of, premium, if any, interest and Liquidated Damages, if any, on
such Notes when such payments are due, (b) the Company's obligations with
respect to such Notes under Article Two and Section 4.02 hereof, (c) the rights,
powers, trusts, duties and immunities of the Trustee hereunder and the Company's
obligations in connection therewith and (d) this Article 8. Subject to
compliance with this Article 8, the Company may exercise its option under this
Section 8.02 notwithstanding the prior exercise of its option under Section 8.03
hereof.

Section 8.03 Covenant Defeasance.

          Upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.03, the Company shall, subject to the satisfaction
of the conditions set forth in Section 8.04 hereof, be released from its
obligations under the covenants contained in Sections 4.07, 4.08, 4.09, 4.10,
4.11, 4.12, 4.13, 4.14, 4.15, 4.16, 4.18, 4.19, 4.20, 4.21 and 5.01 hereof with
respect to the outstanding Notes on and after the date the conditions set forth
in Section 8.04 are satisfied (hereinafter, "COVENANT DEFEASANCE"), and the
Notes shall thereafter be deemed not "outstanding" for the purposes of any
direction, waiver, consent or declaration or act of Holders (and the
consequences of any thereof) in connection with such covenants, but shall
continue to be deemed "outstanding" for all other purposes hereunder (it being
understood that such Notes shall not be deemed outstanding for accounting
purposes). For this purpose, Covenant Defeasance means that, with respect to the
outstanding Notes, the Company may omit to comply with and shall have no
liability in respect of any term, condition or limitation set forth in any such
covenant, whether directly or indirectly, by reason of any reference elsewhere
herein to any such covenant or by reason of any reference in any such covenant
to any other provision herein or in any other document and such omission to
comply shall not constitute a Default or an Event of Default under Section 6.01
hereof, but, except as specified above, the remainder of this Indenture and such
Notes shall be unaffected thereby. In addition, upon the Company's exercise
under Section 8.01 hereof of the option applicable to this Section 8.03, subject
to the satisfaction of the conditions set forth in Section 8.04 hereof, Sections
6.01(iii) through (vii) and Section 6.01(x) shall not constitute Events of
Default.

Section 8.04 Conditions to Legal or Covenant Defeasance.

          (a) The following shall be the conditions to the application of either
Section 8.02 or 8.03 hereof to the outstanding Notes:

          (i) the Company must irrevocably deposit or cause to be deposited with
     the Trustee, as trust funds in trust, specifically pledged as security for,
     and dedicated solely to, the benefit of the Holders, money in an amount, or
     U.S. Government Obligations that through the scheduled payment of principal
     and interest thereon will provide money in an


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<PAGE>
     amount, or a combination thereof, sufficient, in the opinion of a
     nationally recognized firm of independent public accountants, to pay and
     discharge the principal of (and premium, if any, on) and interest and
     Liquidated Damages, if any, on the outstanding Notes at maturity (or upon
     redemption, if applicable) of such principal or installment of interest or
     Liquidated Damages;

          (ii) no Default or Event of Default has occurred and is continuing on
     the date of such deposit or, insofar as an event of bankruptcy under
     Section 6.01(viii) is concerned, at any time during the period ending on
     the 91st day after the date of such deposit;

          (iii) such Legal Defeasance or Covenant Defeasance may not result in a
     breach or violation of, or constitute a default under, this Indenture, the
     Security Documents, the Credit Agreement or any material agreement or
     instrument to which the Company or any Guarantor is a party or by which it
     is bound;

          (iv) in the case of Legal Defeasance, the Company must deliver to the
     Trustee an Opinion of Counsel stating that the Company has received from,
     or there has been published by, the Internal Revenue Service a ruling, or,
     since the Issue Date, there has been a change in applicable federal income
     tax law, to the effect, and based thereon such opinion must confirm, that
     the Holders of the outstanding Notes will not recognize income, gain or
     loss for federal income tax purposes as a result of such Legal Defeasance
     and will be subject to federal income tax on the same amounts, in the same
     manner and at the same times as would have been the case if such Legal
     Defeasance had not occurred;

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

          (vi) the Company must have delivered to the Trustee an Officers'
     Certificate and an Opinion of Counsel, each stating that all conditions
     precedent provided for relating to either the Legal Defeasance or the
     Covenant Defeasance, as the case may be, have been complied with.

Section 8.05 Deposited Money and U.S. Government Obligations to Be Held in
     Trust; Other Miscellaneous Provisions.

          (a) Subject to Section 8.06 hereof, all money and non-callable U.S.
Government Obligations (including the proceeds thereof) deposited with the
Trustee (or other qualifying trustee, collectively for purposes of this Section
8.05, the "TRUSTEE") pursuant to Section 8.04 hereof in respect of the
outstanding Notes shall be held in trust and applied by the Trustee, in
accordance with the provisions of such Notes and this Indenture, to the payment,
either directly or through any Paying Agent (including the Company acting as
Paying Agent) as the Trustee may determine, to the Holders of such Notes of all
sums due and to become due


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thereon in respect of principal, premium and Liquidated Damages, if any, and
interest, but such money need not be segregated from other funds except to the
extent required by law.

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

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

Section 8.06 Repayment to the Company.

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

Section 8.07 Reinstatement.

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


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<PAGE>
                                  ARTICLE NINE
                        AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01 Without Consent of Holders of Notes.

          (a) Notwithstanding Section 9.02 of this Indenture, the Company, the
Guarantors, and the Trustee may amend or supplement this Indenture or the Notes
without the consent of any Holder of a Note:

          (i) to evidence the succession of another Person to the Company and
     the assumption by any such successor of the covenants of the Company in
     this Indenture and in the Notes; or

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

          (iii) to add additional Events of Defaults; or

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

          (v) to evidence and provide for the acceptance of appointment under
     this Indenture by a successor Trustee; or

          (vi) to secure the Notes; or

          (vii) to cure any ambiguity, to correct or supplement any provision in
     this Indenture that may be defective or inconsistent with any other
     provision in this Indenture, or to make any other provisions with respect
     to matters or questions arising under this Indenture, provided that such
     actions pursuant to this clause do not adversely affect the interests of
     the Holders in any material respect; or

          (viii) to comply with any requirements of the SEC in order to effect
     and maintain the qualification of this Indenture under the Trust Indenture
     Act; or

          (ix) to provide for the issuance of Additional Notes in accordance
     with the limitations set forth in this Indenture; or

          (x) to allow any Guarantor to execute a supplemental Indenture and a
     Guarantee with respect to the Notes; or

          (xi) to release Collateral from the Liens created by this Indenture or
     the Security Documents when permitted by this Indenture and the Security
     Documents.

          (b) Upon the request of the Company accompanied by a resolution of its
Board authorizing the execution of any such amended or supplemental Indenture,
and upon receipt by the Trustee of the documents described in Section 7.02
hereof, the Trustee shall join with the Company in the execution of any amended
or supplemental Indenture authorized or


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<PAGE>
permitted by the terms of this Indenture and to make any further appropriate
agreements and stipulations that may be therein contained, but the Trustee shall
not be obligated to enter into such amended or supplemental Indenture that
affects its own rights, duties or immunities under this Indenture or otherwise.

Section 9.02 With Consent of Holders of Notes.

          (a) Except as provided below in this Section 9.02, the Company the
Guarantors and the Trustee may amend or supplement this Indenture or the Notes
with the consent of the Holders of at least a majority in principal amount of
the Notes (including Additional Notes, if any) then outstanding (including,
without limitation, consents obtained in connection with a purchase of, or
tender offer or exchange offer for, Notes), and, subject to Sections 6.04 and
6.07 hereof, any existing Default or Event of Default or compliance with any
provision of this Indenture or the Notes may be waived with the consent of the
Holders of a majority in principal amount of the then outstanding Notes
(including Additional Notes, if any) (including, without limitation, consents
obtained in connection with a purchase of, or tender offer or exchange offer
for, Notes).

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

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

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

          (e) After an amendment, supplement or waiver under this Section
becomes effective, the Company shall mail to the Holders of Notes affected
thereby a notice briefly describing the amendment, supplement or waiver. Any
failure of the Company to mail such notice, or any defect therein, shall not,
however, in any way impair or affect the validity of any such amended or
supplemental Indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the
Holders of a majority in aggregate principal amount of the then outstanding
Notes (including


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<PAGE>
Additional Notes, if any) may waive compliance in a particular instance by the
Company with any provision of this Indenture, or the Notes. However, without the
consent of each Holder affected, an amendment or waiver under this Section 9.02
may not (with respect to any Notes held by a non-consenting Holder):

          (i) change the Stated Maturity of the principal of, or any installment
     of interest on, any Note, or reduce the principal amount thereof or the
     rate of interest or Liquidated Damages, if any, thereon or any premium
     payable upon the redemption thereof, or change the coin or currency in
     which any Note or any premium or the interest or any Liquidated Damages
     thereon are payable, or impair the right to institute suit for the
     enforcement of any such payment after the Stated Maturity thereof (or, in
     the case of redemption, on or after the redemption date);

          (ii) amend, change or modify the obligation of the Company to make and
     consummate an Excess Proceeds Offer with respect to any Asset Sale in
     accordance with Section 4.10 or the obligation of the Company to make and
     consummate a Change of Control Offer in the event of a Change of Control in
     accordance with Section 4.14, including, in each case, amending, changing
     or modifying any definition relating thereto;

          (iii) reduce the percentage in principal amount of outstanding Notes,
     the consent of whose Holders is required for any waiver of compliance with
     certain provisions of, or certain defaults and their consequences provided
     for under, this Indenture;

          (iv) waive a Default or Event of Default in the payment of principal
     of, or premium, if any, or interest or Liquidated Damages, if any, on the
     Notes or reduce the percentage or aggregate principal amount of outstanding
     Notes the consent of whose Holders is necessary for waiver of compliance
     with certain provisions of this Indenture or for waiver of certain Defaults
     or Events of Default;

          (v) modify the ranking or priority of the Notes or the Guarantee of
     any Guarantor;

          (vi) release any Guarantor from any of its obligations under its
     Guarantee or this Indenture other than in accordance with the terms of this
     Indenture; or

          (vii) make any change in the preceding amendment and waiver
     provisions.

Section 9.03 Compliance with Trust Indenture Act.

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

Section 9.04 Revocation and Effect of Consents.

          Until an amendment, supplement or waiver becomes effective, a consent
to it by a Holder of a Note is a continuing consent by the Holder of a Note and
every subsequent Holder of a Note or portion of a Note that evidences the same
debt as the consenting Holder's Note, even if


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<PAGE>
notation of the consent is not made on any Note. However, any such Holder of a
Note or subsequent Holder of a Note may revoke the consent as to its Note if the
Trustee receives written notice of revocation before the date the waiver,
supplement or amendment becomes effective. An amendment, supplement or waiver
becomes effective in accordance with its terms and thereafter binds every
Holder.

Section 9.05 Notation on or Exchange of Notes.

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

          (b) Failure to make the appropriate notation or issue a new Note shall
not affect the validity and effect of such amendment, supplement or waiver.

Section 9.06 Trustee to Sign Amendments, Etc.

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

                                  ARTICLE TEN
                                   COLLATERAL

Section 10.01 Security Documents.

          (a) The payment of all Note Obligations under this Indenture, the
Notes and the Guarantees, when due (whether on an interest payment date, at
Stated Maturity, upon repurchase, upon acceleration, redemption or otherwise)
shall be secured as provided in the Security Documents which the Company and the
Guarantors have entered into simultaneously with the execution of this Indenture
and shall be secured as provided in by all Security Documents hereafter
delivered as required by this Indenture.

          (b) Each Holder of Notes, by its acceptance of a Note, consents and
agrees to the terms of each Security Document, authorizes and directs the
Trustee to appoint U.S. Bank National Association as Collateral Agent on the
Issue Date and directs the Collateral Agent to enter into the Security
Documents, and authorizes and empowers each of the Trustee and the Collateral
Agent as set forth in the Security Documents and to perform its respective
obligations and exercise its respective rights and powers thereunder.


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<PAGE>
Section 10.02 Opinions of Counsel.

          (a) The Company and the Guarantors acknowledge that all After-Acquired
Property shall be subject to the terms and conditions of the Security Documents.
The Company and the Guarantors shall comply with the provisions of the Security
Documents with respect to Liens on After-Acquired Property.

Section 10.03 Possession and Use of the Collateral.

          Subject to and in accordance with the provisions of the Security
Documents and this Indenture, so long as the Collateral Agent has not exercised
its rights with respect to the Collateral upon the occurrence and during the
continuance of an Event of Default, the Company and the Guarantors shall have
the right to remain in possession and retain exclusive control of the
Collateral, to operate the Collateral, to alter or repair the Collateral and to
collect, invest and dispose of any income therefrom.

Section 10.04 Suits to Protect the Collateral.

          Subject to the terms of the Security Documents, the Trustee shall have
power, but without the obligation to exercise such power, to institute in its
name and to maintain such suits and proceedings as it may deem expedient to
prevent any impairment of the Collateral by any acts which may be unlawful or in
violation of this Indenture or any of the Security Documents, and such suits and
proceedings as the Trustee may deem expedient to preserve or protect its
interests and the interests of the Holders of the Notes in the Collateral and in
the principal, interest, issues, profits, rents, revenues and other income
arising therefrom, including power to institute and maintain suits or
proceedings to restrain the enforcement of or compliance with any legislative or
other governmental enactment, rule or order that may be unconstitutional or
otherwise invalid, if the enforcement of, or compliance with, such enactment,
rule or order would impair the security under any of the Security Documents, or
be prejudicial to the interests of the Holders of the Notes or the Trustee.

Section 10.05 Release of Collateral.

          (a) The release of any Collateral from the Lien granted under the
Security Documents or the release of, in whole or in part, the Liens granted by
any of the Security Documents, shall not be deemed to impair the security
interests in contravention of the provisions of this Indenture if and to the
extent the Collateral or Liens are released in accordance with the terms of this
Indenture or of the Security Documents.

          To the extent applicable and subject to Section 10.06 and paragraph
(c) of this Section 10.05, the Company and the Guarantors shall comply with
Section 314(d) of the TIA, relating to the release of property or securities
from the Lien and security interest of the Security Documents and relating to
the substitution therefor of any property or securities to be subjected to the
Lien and security interest of the Security Documents. Any certificate or opinion
required by Section 314(d) of the TIA may be made by an Officer of the Company
or the relevant Guarantor except in cases where Section 314(d) of the TIA
requires that such certificate or opinion be made by an independent Person,
which Person will be an independent engineer, appraiser or other expert selected
or approved by the Trustee in the exercise of reasonable care.


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<PAGE>
Liens securing the Note Obligations under this Indenture, the Notes and the
Guarantees shall, upon compliance with the condition that the Company or the
Parent delivers to the Trustee all documents required by the Trust Indenture
Act, automatically and without the need for any further action by any Person be
released (so long as such release is in compliance with the Trust Indenture
Act):

          (1) in whole, as to all property subject to such Liens which has been
taken by eminent domain, condemnation or other similar circumstances;

          (2) in whole, as to all property subject to such Liens, upon:

          (i) payment in full of the principal of, accrued and unpaid interest
     and premium on the Notes; or

          (ii) satisfaction and discharge of this Indenture as set forth under
     Article Twelve hereof;

          (iii) Defeasance or Covenant Defeasance of this Indenture as set forth
     under Article Eight hereof; or

          (3) in part, as to any property that (a) is sold, transferred or
otherwise disposed of by the Parent, the Company, or one of their Subsidiaries
in a transaction not prohibited by this Indenture, at the time of such sale,
transfer or disposition, to the extent of the interest sold, transferred or
disposed of or (b) is owned or at any time acquired by a Guarantor that has been
released from its Guarantee, concurrently with the release of such Guarantee.

          (b) The Trustee shall cause the Collateral Agent to execute and
deliver to the Company and the Guarantors, at the Company's and Guarantors'
expense, all documents that such parties shall reasonably request to evidence
such release. Such documents shall be without recourse to or warranty by the
Trustee and the Collateral Agent.

          (c) Notwithstanding anything to the contrary herein, the Company will
not be required to comply with all or any portion of Section 314(d) of the Trust
Indenture Act if it determines, in good faith based on advice of counsel, that
under the terms of that section and/or any interpretation or guidance as to the
meaning thereof of the SEC and its staff, including "no action" letters or
exemptive orders, all or any portion of Section 314(d) of the Trust Indenture
Act is inapplicable to the released Collateral. Without limiting the generality
of the foregoing, certain no-action letters issued by the SEC have permitted an
indenture qualified under the Trust Indenture Act to contain provisions
permitting the release of collateral from liens under such indenture in the
ordinary course of the issuer's business without requiring the issuer to provide
certificates and other documents under Section 314(d) of the Trust Indenture
Act, as described below under Section 10.06 hereof.

          (d) If any Collateral is released in accordance with any of the
Security Documents and if the Company has delivered the certificates and
documents required by the Security Documents, the Trustee will determine whether
it has received all documentation required by Section 314(d) of the Trust
Indenture Act in connection with such release and, based


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on such determination and the opinion of counsel delivered pursuant to this
Indenture, will deliver a certificate to the Collateral Agent setting forth such
determination.

Section 10.06 Permitted Ordinary Course Activities with respect to Collateral.

          (a) So long as the Collateral Agent has not exercised its rights with
respect to the Collateral upon the occurrence and during the continuance of an
Event of Default and such transaction would not violate the Trust Indenture Act
or be prohibited by the Security Documents, the Company and the Guarantors may,
without any release or consent by the Trustee or the Collateral Agent, conduct
ordinary course activities with respect to Collateral, including, without
limitation,

          (i) selling or otherwise disposing of, in any transaction or series of
     related transactions, any property subject to the Lien of the Security
     Documents which has become worn out, defective or obsolete or not used or
     useful in the business;

          (ii) abandoning, terminating, canceling, releasing or making
     alterations in or substitutions of any leases or contracts subject to the
     Lien of this Indenture or any of the Security Documents;

          (iii) surrendering or modifying any franchise, license or permit
     subject to the Lien of this Indenture or any of the Security Documents
     which it may own or under which it may be operating;

          (iv) altering, repairing, replacing, changing the location or position
     of and adding to its structures, machinery, systems, equipment, fixtures
     and appurtenances;

          (v) granting a license of any intellectual property;

          (vi) selling, transferring or otherwise disposing of inventory in the
     ordinary course of business;

          (vii) making cash payments (including for the scheduled repayment of
     Indebtedness) from cash that is at any time part of the Collateral in the
     ordinary course of business that are not otherwise prohibited by this
     Indenture and this Security Documents; and

          (viii) abandoning any intellectual property which is no longer used or
     useful in the Company's business.

          (b) The Company and the Guarantors shall not be required to comply
with the requirement to deliver certificates pursuant to Section 10.05(a) in
respect of the release of Collateral or Liens as described in paragraph (a) of
this Section 10.06, provided that the Company and the Parent shall deliver to
the Collateral Agent, within 30 calendar days following the end of each
six-month period beginning on January 1 and July 1 of any year, an Officers'
Certificate to the effect that all releases and withdrawals during the preceding
six-month period (or since the Issue Date, in the case of the first such
certificate) in which no release or consent of the Collateral Agent was obtained
were in the ordinary course of the Company's and the


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Guarantors' business and were not prohibited by this Indenture or any of the
Security Documents.

Section 10.07 Actions by the Trustee.

          Subject to the provisions of the Security Documents and Article Six,
the Trustee may, but without any obligation to do so, in its sole discretion and
without the consent of the Holders take all actions it deems necessary or
appropriate in order to (i) enforce any of the terms of the Security Documents
and (ii) to collect and receive all amounts payable in respect of the
Obligations of the Company and any Guarantors under the Security Documents and
this Indenture. The Trustee shall have the power to institute and maintain such
suits and proceedings as it may deem expedient in order to prevent any
impairment of the Collateral by any act that may be unlawful or in violation of
this Indenture or the Security Documents, and such suits and proceedings as the
Trustee may deem expedient to preserve or protect its interests and those of the
Holders in the Collateral. No duty beyond that set forth in Section 7.01 is
imposed on the Trustee pursuant to this Section 10.07. All items to be delivered
to the Trustee pursuant to this Article Ten shall also be delivered to the
Collateral Agent.

Section 10.08 Purchaser Protected.

          In no event shall any purchaser in good faith or other transferee of
any Collateral purported to be released hereunder be bound to ascertain the
authority (if any) of the Trustee to direct the Collateral Agent to execute the
release or to inquire as to the satisfaction of any conditions required by the
provisions hereof for the exercise of such authority or to see to the
application of any consideration given by such purchaser or other transferee;
nor shall any purchaser or other transferee of any Collateral permitted to be
sold, disposed of or transferred by this Article Ten, be under obligation to
ascertain or inquire into the authority of the Company or any Guarantor, as
applicable, to make any such sale or other transfer.

                                 ARTICLE ELEVEN
                                   GUARANTEES

Section 11.01 Guarantee.

          (a) Subject to this Article Eleven, each of the Guarantors hereby,
jointly and severally, unconditionally guarantees on a senior secured basis to
each Holder of a Note authenticated and delivered by the Trustee and to the
Trustee and its successors and assigns, irrespective of the validity and
enforceability of this Indenture, the Notes or the obligations of the Company
hereunder or thereunder, that: (i) the principal of, premium, if any, interest
and Liquidated Damages, if any, on the Notes will be promptly paid in full when
due, whether at maturity, by acceleration, redemption or otherwise, and interest
on the overdue principal of and interest on the Notes, if any, if lawful
(subject in all cases to any applicable grace period provided herein), and all
other obligations of the Company to the Holders or the Trustee hereunder or
thereunder will be promptly paid in full or performed, all in accordance with
the terms hereof and thereof; and (ii) in case of any extension of time of
payment or renewal of any Notes or any of such other obligations, that same will
be promptly paid in full when due or performed in accordance with the terms of
the extension or renewal, whether at stated maturity,


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by acceleration or otherwise. Failing payment when due of any amount so
guaranteed or any performance so guaranteed for whatever reason, the Guarantors
shall be jointly and severally obligated to pay the same immediately. Each
Guarantor agrees that this is a guarantee of payment and not a guarantee of
collection.

          (b) The Guarantors hereby agree that their obligations hereunder shall
be unconditional, irrespective of the validity, regularity or enforceability of
the Notes or this Indenture, the absence of any action to enforce the same, any
waiver or consent by any Holder of the Notes with respect to any provisions
hereof or thereof, the recovery of any judgment against the Company, any action
to enforce the same or any other circumstance which might otherwise constitute a
legal or equitable discharge or defense of a Guarantor. Subject to Section 6.06
hereof, each Guarantor hereby waives diligence, presentment, demand of payment,
filing of claims with a court in the event of insolvency or bankruptcy of the
Company, any right to require a proceeding first against the Company, protest,
notice and all demands whatsoever and covenant that this Guarantee shall not be
discharged except by complete performance of the obligations contained in the
Notes and this Indenture.

          (c) If any Holder or the Trustee is required by any court or otherwise
to return to the Company, the Guarantors or any custodian, trustee, liquidator
or other similar official acting in relation to either the Company or the
Guarantors, any amount paid by either to the Trustee or such Holder, this
Guarantee, to the extent theretofore discharged, shall be reinstated in full
force and effect.

          (d) Each Guarantor agrees that it shall not be entitled to any right
of subrogation in relation to the Holders in respect of any obligations
guaranteed hereby until payment in full of all obligations guaranteed hereby.
Each Guarantor further agrees that, as between the Guarantors, on the one hand,
and the Holders and the Trustee, on the other hand, (x) the maturity of the
obligations guaranteed hereby may be accelerated as provided in Article Six
hereof for the purposes of this Guarantee, notwithstanding any stay, injunction
or other prohibition preventing such acceleration in respect of the obligations
guaranteed hereby, and (y) in the event of any declaration of acceleration of
such obligations as provided in Article Six hereof, such obligations (whether or
not due and payable) shall forthwith become due and payable by the Guarantors
for the purpose of this Guarantee. The Guarantors shall have the right to seek
contribution from any non-paying Guarantor so long as the exercise of such right
does not impair the rights of the Holders under the Guarantee.

Section 11.02 Limitation on Guarantor Liability.

          Each Guarantor, and by its acceptance of Notes, each Holder, hereby
confirms that it is the intention of all such parties that the Guarantee of such
Guarantor not constitute a fraudulent transfer or conveyance for purposes of
Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent
Transfer Act or any similar federal or state law to the extent applicable to any
Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and
the Guarantors hereby irrevocably agree that the obligations of such Guarantor
will, after giving effect to such maximum amount and all other contingent and
fixed liabilities of such Guarantor that are relevant under such laws, and after
giving effect to any collections from, rights to receive contribution from or
payments made by or on behalf of any other Guarantor in


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respect of the obligations of such other Guarantor under this Article Eleven,
result in the obligations of such Guarantor under its Guarantee not constituting
a fraudulent transfer or conveyance.

Section 11.03 Execution and Delivery of Guarantee.

          (a) To evidence its Guarantee set forth in Section 11.01, each
Guarantor hereby agrees that a notation of such Guarantee substantially in the
form included in Exhibit E shall be endorsed by an Officer of such Guarantor on
each Note authenticated and delivered by the Trustee and that this Indenture
shall be executed on behalf of such Guarantor by any of its executive officers.

          (b) Each Guarantor hereby agrees that its Guarantee set forth in
Section 11.01 shall remain in full force and effect notwithstanding any failure
to endorse on each Note a notation of such Guarantee.

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

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

          (e) In the event that the Company creates or acquires any new Wholly
Owned Restricted Subsidiaries subsequent to the date of this Indenture, if
required by Section 4.19 hereof, the Company shall cause such Subsidiaries to
execute supplemental indentures to this Indenture and Guarantees in accordance
with Section 4.19 hereof and this Article Eleven, to the extent applicable.

Section 11.04 Releases of Guarantors.

          (a) A Subsidiary Guarantor will be deemed automatically and
unconditionally released and discharged from all of its obligations under its
Guarantee without any further action on the part of the Trustee or any Holder of
the Notes upon a sale or other disposition to a Person not an Affiliate of the
Company of all of the Capital Stock of, or all or substantially all of the
assets of, such Subsidiary Guarantor, by way of merger, consolidation or
otherwise, which transaction is carried out in accordance with Section 4.10
hereof; provided that any such termination shall occur (x) only to the extent
that all obligations of such Subsidiary Guarantor under all of its guarantees
of, and under all of its pledges of assets or other security interests which
secure any Indebtedness of the Company shall also terminate upon such sale,
disposition or release and (y) only if the Trustee is furnished with written
notice of such release together with an Officers' Certificate from such
Subsidiary Guarantor to the effect that all of the conditions to release in this
Section 11.04(a) have been satisfied.

          (b) Any Guarantor not released from its obligations under its
Guarantee shall remain liable for the full amount of principal of and interest
on the Notes and for the other obligations of any Guarantor under this Indenture
as provided in this Article Eleven.


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                                 ARTICLE TWELVE
                           SATISFACTION AND DISCHARGE

Section 12.01 Satisfaction and Discharge.

          (a) This Indenture shall be discharged and shall cease to be of
further effect as to all Notes issued thereunder, when:

          (i) either:

               (A) all Notes that have been authenticated (except lost, stolen
          or destroyed Notes that have been replaced or paid and Notes for whose
          payment money has theretofore been deposited in trust and thereafter
          repaid to the Company) have been delivered to the Trustee for
          cancellation; or

               (B) all Notes that have not been delivered to the Trustee for
          cancellation have become due and payable by reason of the making of a
          notice of redemption or otherwise or will become due and payable
          within one year and the Company or any Guarantor has irrevocably
          deposited or caused to be deposited with the Trustee as trust funds in
          trust solely for the benefit of the Holders, cash in U.S. dollars,
          non-callable U.S. Government Obligations, or a combination thereof, in
          such amounts as will be sufficient without consideration of any
          reinvestment of interest, to pay and discharge the entire indebtedness
          on the Notes not delivered to the Trustee for cancellation for
          principal, premium and Liquidated Damages, if any, and accrued
          interest to the date of maturity or redemption;

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

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

          (iv) the Company has delivered irrevocable instructions to the Trustee
     hereunder to apply the deposited money toward the payment of the Notes at
     maturity or the redemption date, as the case may be.

          (b) In addition, the Company must deliver an Officers' Certificate and
an Opinion of Counsel (which opinion may be subject to customary assumptions and
exclusions) to the Trustee stating that all conditions precedent to satisfaction
and discharge have been satisfied.

          (c) Notwithstanding the above, the Trustee shall pay to the Company
from time to time upon its request any cash or U.S. Government Obligations held
by it as provided in this section which, in the opinion of a nationally
recognized firm of independent public accountants expressed in a written
certification delivered to the Trustee, are in excess of the


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<PAGE>
amount thereof that would then be required to be deposited to effect a
satisfaction and discharge under this Article Twelve.

Section 12.02 Deposited Money and U.S. Government Obligations to Be Held in
     Trust; Other Miscellaneous Provisions.

          Subject to Section 12.03 hereof, all money and non-callable U.S.
Government Obligations (including the proceeds thereof) deposited with the
Trustee (or other qualifying trustee, collectively for purposes of this Section
12.02, the "TRUSTEE") pursuant to Section 12.01 hereof in respect of the
outstanding Notes shall be held in trust and applied by the Trustee, in
accordance with the provisions of such Notes and this Indenture, to the payment,
either directly or through any Paying Agent (including the Company acting as
Paying Agent) as the Trustee may determine, to the Holders of such Notes of all
sums due and to become due thereon in respect of principal, premium and
Liquidated Damages, if any, and interest, but such money need not be segregated
from other funds except to the extent required by law.

Section 12.03 Repayment to the Company.

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

                                ARTICLE THIRTEEN
                                  MISCELLANEOUS

Section 13.01 Trust Indenture Act Controls.

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

Section 13.02 Notices.

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


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<PAGE>
          If to the Company or any Guarantor:

          InSight Health Services Corp.
          26250 Enterprise Court
          Suite 100
          Lake Forest, CA 92630
          Facsimile: 949-462-3703
          Attention: General Counsel

          with copies to:

          J.W. Childs Associates, L.P.
          111 Huntington Avenue
          Suite 2900
          Boston, MA 02199
          Facsimile: 617-753-1101
          Attention: Edward D. Yun

          and to:

          Halifax Capital Partners, L.P.
          1133 Connecticut Avenue N.W.
          Suite 700
          Washington, D.C. 20036
          Facsimile: 202-296-7133
          Attention: David W. Dupree

          and to:

          Kaye Scholer LLP
          245 Park Avenue
          New York, NY 10022
          Facsimile: 212-836-8689
          Attention: Stephen C. Koval, Esq.

          If to the Trustee:

          U.S. Bank National Association
          Corporate Trust Services
          100 Wall Street - Suite 1600
          New York, NY 10005
          Attention: Cheryl Clarke

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


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

          (d) Any notice or communication to a Holder shall be mailed by first
class mail, certified or registered, return receipt requested, or by overnight
air courier guaranteeing next day delivery to its address shown on the register
kept by the Registrar. Any notice or communication shall also be so mailed to
any Person described in TIA Section 313(c), to the extent required by the TIA.
Failure to mail a notice or communication to a Holder or any defect in it shall
not affect its sufficiency with respect to other Holders.

          (e) If a notice or communication is mailed in the manner provided
above within the time prescribed, it is duly given, whether or not the addressee
receives it.

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

Section 13.03 Communication by Holders of Notes with Other Holders of Notes.

          Holders may communicate pursuant to TIA Section 312(b) with other
Holders with respect to its 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 13.04 Certificate and Opinion as to Conditions Precedent.

          (a) Upon any request or application by the Company to the Trustee to
take any action under this Indenture, the Company shall furnish to the Trustee:

          (i) an Officers' Certificate in form and substance reasonably
     satisfactory to the Trustee (which shall include the statements set forth
     in Section 13.05 hereof) stating that, in the opinion of the signers, all
     conditions precedent and covenants, if any, provided for in this Indenture
     relating to the proposed action have been satisfied; and

          (ii) to the extent required under Section 314 of the Trust Indenture
     Act, an Opinion of Counsel in form and substance reasonably satisfactory to
     the Trustee (which shall include the statements set forth in Section 13.05
     hereof) stating that, in the opinion of such counsel, all such conditions
     precedent and covenants have been satisfied.

Section 13.05 Statements Required in Certificate or Opinion.

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

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


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<PAGE>
          (ii) 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;

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

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

Section 13.06 Rules by Trustee and Agents.

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

Section 13.07 No Personal Liability of Directors, Officers, Employees and
     Stockholders.

          No director, officer, employee, incorporator or shareholder of the
Parent, the Company or any Subsidiary Guarantor, as such, shall have any
liability for any obligations of the Parent, the Company or the Subsidiary
Guarantors under the Notes, this Indenture, the Guarantees or for any claim
based on, in respect of, or by reason of, such obligations or their creation.
Each Holder of Notes by accepting a Note waives and releases all such liability.
The waiver and release are part of the consideration for issuance of the Notes.
The waiver may not be effective to waive liabilities under the federal
securities laws.

Section 13.08 Governing Law.

          THE INTERNAL LAWS OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO
CONSTRUE THIS INDENTURE, THE NOTES AND THE GUARANTEES WITHOUT GIVING EFFECT TO
APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF
THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

Section 13.09 Consent to Jurisdiction.

          Any legal suit, action or proceeding arising out of or based upon this
Indenture or the transactions contemplated hereby ("RELATED PROCEEDINGS") may be
instituted in the federal courts of the United States of America located in the
City of New York or the courts of the State of New York in each case located in
the City of New York (collectively, the "SPECIFIED COURTS"), and each party
irrevocably submits to the exclusive jurisdiction (except for proceedings
instituted in regard to the enforcement of a judgment of any such court (a
"RELATED JUDGMENT"), as to which such jurisdiction is non-exclusive) of such
courts in any such suit, action or proceeding. Service of any process, summons,
notice or document by mail to such party's address set forth above shall be
effective service of process for any suit, action or other proceeding brought in
any such court. The parties irrevocably and unconditionally waive any objection
to the laying of venue of any suit, action or other proceeding in the Specified
Courts


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and irrevocably and unconditionally waive and agree not to plead or claim in any
such court that a Related Proceeding has been brought in an inconvenient forum.

Section 13.10 No Adverse Interpretation of Other Agreements.

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

Section 13.11 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. All agreements of each Guarantor in this Indenture shall bind
its successors, except as otherwise provided in Section 5.01.

Section 13.12 Severability.

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

Section 13.13 Counterpart Originals.

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

Section 13.14 Acts of Holders.

          (1) Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Indenture to be given or taken by the
Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by agents duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered
to the Trustee and, where it is hereby expressly required, to the Company. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "ACT" of the Holders signing
such instrument or instruments. Proof of execution of any such instrument or of
a writing appointing any such agent shall be sufficient for any purpose of this
Indenture and conclusive in favor of the Trustee and the Company if made in the
manner provided in this Section 13.14.

          (2) The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to such witness, notary or officer the
execution thereof. Where such execution is by a signer acting in a capacity
other than his individual capacity, such certificate or affidavit shall also
constitute sufficient proof of authority. The fact and date of the execution of
any such instrument or writing, or the authority


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<PAGE>
of the Person executing the same, may also be proved in any other manner which
the Trustee deems sufficient.

          (3) Notwithstanding anything to the contrary contained in this Section
13.14, the principal amount and serial numbers of Notes held by any Holder, and
the date of holding the same, shall be proved by the register of the Notes
maintained by the Registrar as provided in Section 2.04 hereof.

          (4) If the Company shall solicit from the Holders of the Notes any
request, demand, authorization, direction, notice, consent, waiver or other Act,
the Company may, at its option, by or pursuant to a resolution of its Board, fix
in advance a record date for the determination of Holders entitled to give such
request, demand, authorization, direction, notice, consent, waiver or other Act,
but the Company shall have no obligation to do so. Notwithstanding TIA Section
316(c), such record date shall be the record date specified in or pursuant to
such resolution, which shall be a date not earlier than the date 30 days prior
to the first solicitation of Holders generally in connection therewith or the
date of the most recent list of Holders forwarded to the Trustee prior to such
solicitation pursuant to Section 2.06 hereof and not later than the date such
solicitation is completed. If such a record date is fixed, such request, demand,
authorization, direction, notice, consent, waiver or other Act may be given
before or after such record date, but only the Holders of record at the close of
business on such record date shall be deemed to be Holders for the purposes of
determining whether Holders of the requisite proportion of the then outstanding
Notes have authorized or agreed or consented to such request, demand,
authorization, direction, notice, consent, waiver or other Act, and for that
purpose the then outstanding Notes shall be computed as of such record date;
provided that no such authorization, agreement or consent by the Holders on such
record date shall be deemed effective unless it shall become effective pursuant
to the provisions of this Indenture not later than eleven months after the
record date.

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

          (6) Without limiting the foregoing, a Holder entitled hereunder to
take any action hereunder with regard to any particular Note may do so itself
with regard to all or any part of the principal amount of such Note or by one or
more duly appointed agents each of which may do so pursuant to such appointment
with regard to all or any part of such principal amount.

Section 13.15 Benefit of Indenture.

          Nothing in this Indenture or in the Notes, express or implied, shall
give to any Person, other than the parties hereto, any Paying Agent, any
Registrar and its successors hereunder, and the Holders, any benefit or any
legal or equitable right, remedy or claim under this Indenture.


                                      101
<PAGE>
Section 13.16 Table of Contents, Headings, Etc.

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

Section 13.17 Trustee Not Fiduciary for Holders of Senior Indebtedness.

          The Trustee shall not be deemed to owe any fiduciary duty to the
holders of Senior Indebtedness and shall not be liable to any such holders if it
shall in good faith mistakenly pay over or distribute to Holders or the Company
or to any other Person cash, property or securities to which any holders of
Senior Indebtedness shall be entitled by virtue of this Agreement or otherwise.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                                      102
<PAGE>
                                   SIGNATURES

                                        INSIGHT HEALTH SERVICES HOLDINGS CORP.


                                        By: Mitch C. Hill
                                            ------------------------------------
                                        Name: Mitch C. Hill
                                        Title: Executive Vice President and
                                               Chief Financial Officer


                                        INSIGHT HEALTH SERVICES CORP.


                                        By: /s/ Mitch C. Hill
                                            ------------------------------------
                                        Name: Mitch C. Hill
                                        Title: Executive Vice President and
                                               Chief Financial Officer


                                        WILKES-BARRE IMAGING, L.L.C.

                                        By: InSight Health Corp., as the sole
                                            member and sole manager


                                        By: /s/ Mitch C. Hill
                                            ------------------------------------
                                        Name: Mitch C. Hill
                                        Title: Executive Vice President and
                                               Chief Financial Officer


                                        MRI ASSOCIATES, L.P.

                                        By: InSight Health Corp., as the general
                                            partner


                                        By: /s/ Mitch C. Hill
                                            ------------------------------------
                                        Name: Mitch C. Hill
                                        Title: Executive Vice President and
                                               Chief Financial Officer


                                      103
<PAGE>
                                        VALENCIA MRI, LLC
                                        ORANGE COUNTY REGIONAL PET CENTER -
                                        IRVINE, LLC
                                        SAN FERNANDO VALLEY REGIONAL PET
                                        CENTER, LLC

                                        By: InSight Health Corp., as the sole
                                            member


                                        By: /s/ Mitch C. Hill
                                            ------------------------------------
                                        Name: Mitch C. Hill
                                        Title: Executive Vice President and
                                               Chief Financial Officer


                                        PARKWAY IMAGING CENTER, LLC


                                        By: /s/ Marilyn U. MacNiven Young
                                            ------------------------------------
                                        Name: Marilyn U. MacNiven-Young
                                        Title: Manager


                                      104
<PAGE>
                                        INSIGHT HEALTH CORP.
                                        OPEN MRI, INC.
                                        MAXUM HEALTH CORP.
                                        RADIOSURGERY CENTERS, INC.
                                        DIAGNOSTIC SOLUTIONS CORP.
                                        MAXUM HEALTH SERVICES OF NORTH TEXAS,
                                        INC.
                                        MAXUM HEALTH SERVICES OF DALLAS, INC.
                                        NDDC, INC.
                                        SIGNAL MEDICAL SERVICES, INC.
                                        INSIGHT IMAGING SERVICES CORP.
                                        COMPREHENSIVE MEDICAL IMAGING, INC.
                                        COMPREHENSIVE MEDICAL IMAGING CENTERS,
                                        INC.
                                        COMPREHENSIVE MEDICAL IMAGING-
                                        BILTMORE, INC.
                                        COMPREHENSIVE OPEN MRI-EAST MESA, INC.
                                        TME ARIZONA, INC.
                                        COMPREHENSIVE MEDICAL IMAGING-FREMONT,
                                        INC.
                                        COMPREHENSIVE MEDICAL IMAGING-SAN
                                        FRANCISCO, INC.
                                        COMPREHENSIVE OPEN MRI-GARLAND, INC.
                                        IMI OF ARLINGTON, INC.
                                        COMPREHENSIVE MEDICAL IMAGING-
                                        FAIRFAX, INC.
                                        IMI OF KANSAS CITY, INC.
                                        COMPREHENSIVE MEDICAL IMAGING-
                                        BAKERSFIELD, INC.


                                        By: /s/ Mitch C. Hill
                                            ------------------------------------
                                        Name: Mitch C. Hill
                                        Title: Executive Vice President and
                                               Chief Financial Officer


                                      105
<PAGE>
                                        MAXUM HEALTH SERVICES CORP.


                                        By: /s/ Mitch C. Hill
                                            ------------------------------------
                                        Name: Mitch C. Hill
                                        Title: Executive Vice President and
                                               Chief Financial Officer


                                        By: /s/ Marilyn U. MacNiven Young
                                            ------------------------------------
                                        Name: Marilyn U. MacNiven-Young
                                        Title: Executive Vice President, General
                                               Counsel and Secretary


                                        COMPREHENSIVE OPEN MRI-
                                        CARMICHAEL/FOLSOM, LLC
                                        SYNCOR DIAGNOSTICS SACRAMENTO, LLC
                                        SYNCOR DIAGNOSTICS BAKERSFIELD, LLC

                                        By: Comprehensive Medical Imaging, Inc.
                                            and Comprehensive Medical Imaging
                                            Centers, Inc., as the members


                                        By: /s/ Mitch C. Hill
                                            ------------------------------------
                                        Name: Mitch C. Hill
                                        Title: Executive Vice President and
                                               Chief Financial Officer


                                        PHOENIX REGIONAL PET CENTER-THUNDERBIRD,
                                        LLC

                                        By: Comprehensive Medical Imaging
                                            Centers, Inc., as the sole member


                                        By: /s/ Mitch C. Hill
                                            ------------------------------------
                                        Name: Mitch C. Hill
                                        Title: Executive Vice President and
                                               Chief Financial Officer


                                      106
<PAGE>
                                        MESA MRI
                                        MOUNTAIN VIEW MRI
                                        LOS GATOS IMAGING CENTER
                                        WOODBRIDGE MRI
                                        JEFFERSON MRI-BALA
                                        JEFFERSON MRI

                                        By: Comprehensive Medical Imaging, Inc.
                                            and Comprehensive Medical Imaging
                                            Centers, Inc., as the members


                                        By: /s/ Mitch C. Hill
                                            ------------------------------------
                                        Name: Mitch C. Hill
                                        Title: Executive Vice President and
                                               Chief Financial Officer


                                      107
<PAGE>
                                        U.S. Bank National Association,
                                        as Trustee


                                        By: /s/ Jean Clarke
                                            ------------------------------------
                                        Name: Jean Clarke
                                        Title: Assistant Vice President


                                      108
<PAGE>
                                                                      EXHIBIT A1

                                 [Face of Note]

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

     THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL
OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES
EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED
PURSUANT TO SECTION 2.07 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE
EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.07(a) OF THE INDENTURE,
(III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT
TO SECTION 2.12 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO
A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.

     THIS NOTE AND THE GUARANTEES ENDORSED HEREON HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE
SECURITIES LAWS. NEITHER THIS NOTE, THE GUARANTEES ENDORSED HEREON NOR ANY
INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED,
PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION
OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS NOTE AND THE GUARANTEES
ENDORSED HEREON BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE
TRANSFER SUCH SECURITY, PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF
THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY
AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE AND THE GUARANTEES ENDORSED
HEREON (OR ANY PREDECESSOR OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON) (THE
"RESALE RESTRICTION TERMINATION DATE") ONLY (A) TO THE COMPANY, THE PARENT OR
ANY SUBSIDIARY THEREOF, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE
PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON IT
REASONABLY BELIEVES IS A "QUALIFIED


                                      A1-1
<PAGE>
INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A 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 TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE
MEANING OF REGULATION S UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER
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) PRIOR TO THE END OF THE 40-DAY
DISTRIBUTION COMPLIANCE PERIOD WITHIN THE MEANING OF REGULATION S UNDER THE
SECURITIES ACT OR PURSUANT TO CLAUSE (E) PRIOR TO THE RESALE RESTRICTION
TERMINATION DATE TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION
AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND (II) IN EACH OF THE
FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING
ON THIS NOTE IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE. THIS
LEGEND WILL BE REMOVED UPON THE REQUEST OF A HOLDER AFTER THE RESALE RESTRICTION
TERMINATION DATE.


                                      A1-2
<PAGE>
                                                                CUSIP [________]

No. ______________                                                  **$_______**

                          INSIGHT HEALTH SERVICES CORP.

                   Senior Secured Floating Rate Notes due 2011

Issue Date: September 22, 2005

          InSight Health Services Corp., a Delaware corporation (the "Company",
which term includes any successor under this Indenture hereinafter referred to),
for value received, promises to pay to CEDE & CO., or its registered assigns,
the principal sum of [Amount of Note] ($[________]) on November 1, 2011.

Interest Payment Dates: February 1, May 1, August 1 and November 1, commencing
February 1, 2006.

Record Dates: January 15, April 15, July 15 and October 15.

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


                                      A1-3
<PAGE>
          IN WITNESS WHEREOF, the Company has caused this Note to be signed
manually or by facsimile by its duly authorized officers.

                                        INSIGHT HEALTH SERVICES CORP.


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


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

This is one of the Senior Secured Floating Rate Notes due 2011 described in the
within-mentioned Indenture.

Dated: September 22, 2005

U.S. Bank National Association,
as Trustee


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


                                      A1-4
<PAGE>
                             [Reverse Side of Note]

                          INSIGHT HEALTH SERVICES CORP.

                   Senior Secured Floating Rate Notes due 2011

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

          1. Interest. (a) The Company promises to pay interest on the principal
amount of this Note at the rate per annum, reset quarterly, equal to LIBOR plus
5.25%, as determined by the calculation agent (the "Calculation Agent"), which
shall initially be the Trustee, from the date hereof until maturity and shall
pay the Liquidated Damages, if any, payable pursuant to Section 5 of the
Registration Rights Agreement referred to below. The Company shall pay interest
and Liquidated Damages, if any, quarterly in arrears on February 1, May 1,
August 1 and November 1 of each year, or if any such day is not a Business Day,
on the next succeeding Business Day (each an "Interest Payment Date"). Interest
on the Notes shall accrue from the most recent date to which interest has been
paid or, if no interest has been paid, from the date of original issuance;
provided that if there is no existing Default in the payment of interest, and if
this Note is authenticated between a record date referred to on the face hereof
and the next succeeding Interest Payment Date, interest shall accrue from such
next succeeding Interest Payment Date; provided further that the first Interest
Payment Date shall be February 1, 2006. The Company shall pay interest
(including post-petition interest in any proceeding under any Bankruptcy Law) on
overdue principal and premium, if any, from time to time on demand at a rate
that is 1% per annum in excess of the rate then in effect; it shall pay interest
(including post-petition interest in any proceeding under any Bankruptcy Law) on
overdue installments of interest and Liquidated Damages (without regard to any
applicable grace periods) from time to time on demand at the same rate to the
extent lawful.

          (b) The amount of interest for each day that the Notes are outstanding
(the "Daily Interest Amount") will be calculated by dividing the interest rate
in effect for such day by 365 (or 366, in the case of a calculation made with
respect to a leap year) and multiplying the result by the principal amount of
the Notes. The amount of interest to be paid on the Notes for each Interest
Period will be calculated by adding the Daily Interest Amounts for each day in
the Interest Period. All percentages resulting from any of the above
calculations will be rounded, if necessary, to the nearest one
hundred-thousandth of a percentage point, with five one-millionths of a
percentage point being rounded upwards (e.g., 9.876545% (or 0.09876545) being
rounded to 9.87655% (or 0.0987655)) and all dollar amounts used in or resulting
from such calculations will be rounded to the nearest cent (with one-half cent
being rounded upwards). The interest rate on the Notes will in no event be
higher than the maximum rate permitted by New York law. The Calculation Agent
will, upon the request of the Holder of any Note, provide the interest rate then
in effect with respect to the Notes. All calculations made by the Calculation
Agent in the absence of manifest error will be conclusive for all purposes and
binding on the Company, the Guarantors and the Holders of the Notes.


                                      A1-5
<PAGE>
          2. Method of Payment. The Company shall pay interest on the Notes
(except defaulted interest) and Liquidated Damages, if any, to the Persons who
are registered Holders of Notes at the close of business on the 15th day of the
month next preceding the Interest Payment Date, even if such Notes are canceled
after such record date and on or before such Interest Payment Date, except as
provided in Section 2.13 of the Indenture with respect to defaulted interest.
The Notes shall be payable as to principal, premium and Liquidated Damages, if
any, and interest at the office or agency of the Company maintained for such
purpose in The City of New York, or, at the option of the Company, payment of
interest and Liquidated Damages, if any, may be made by check mailed to the
Holders at their addresses set forth in the register of Holders, and provided
that payment by wire transfer of immediately available funds shall be required
with respect to principal of and interest, premium and Liquidated Damages, if
any, on, all Global Notes and all other Notes the Holders of which shall have
provided wire transfer instructions to the Company or the Paying Agent. Such
payment shall be in such coin or currency of the United States of America as at
the time of payment is legal tender for payment of public and private debts.

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

          4. Indenture. The Company issued the Notes under an Indenture dated as
of September 22, 2005 (the "Indenture") among the Company, the Parent, the
Subsidiary Guarantors and the Trustee. The terms of the Notes include those
stated in the Indenture and those made part of the Indenture by reference to the
Trust Indenture Act of 1939, as amended. The Notes are subject to all such
terms, and Holders are referred to the Indenture and such Act for a statement of
such terms. To the extent any provision of this Note conflicts with the express
provisions of the Indenture, the provisions of the Indenture shall govern and be
controlling.

          5. Optional Redemption. The Company shall not have the option to
redeem the Notes prior to November 1, 2006. Thereafter, the Company shall have
the option to redeem the Notes, in whole or in part, upon not less than 30 nor
more than 60 days' prior notice, at the redemption prices (expressed as
percentages of principal amount) set forth below plus accrued and unpaid
interest and Liquidated Damages, if any, thereon to the applicable redemption
date, if redeemed during the twelve-month period beginning on November 1 of the
years indicated below:

<TABLE>
<CAPTION>
Year                     Percentage
----                     ----------
<S>                      <C>
2006..................     103.0%
2007..................     101.5%
2008 and thereafter...     100.0%
</TABLE>

          6. Mandatory Redemption. Except as set forth in paragraph 7 below, the
Company shall not be required to make mandatory redemption or sinking fund
payments with respect to the Notes.


                                      A1-6
<PAGE>
          7. Repurchase at Option of Holder. (a) Upon the occurrence of a Change
of Control, each Holder of Notes will have the right to require the Company to
repurchase all or any part (equal to $1,000 or an integral multiple thereof) of
such Holder's Notes pursuant to the offer described below (the "Change of
Control Offer") at an offer price in cash equal to 101% of the aggregate
principal amount thereof plus accrued and unpaid interest, if any, to the date
of purchase (the "Change of Control Payment"). Within 30 days following any
Change of Control, the Company will notify the Trustee thereof and mail a notice
to each Holder describing the transaction or transactions that constitute the
Change of Control and offering to repurchase Notes on the date specified in such
notice, which date shall be no earlier than 30 days and no later than 60 days
from the date such notice is mailed (the "Change of Control Payment Date"),
pursuant to the procedures required by the Indenture and described in such
notice.

          (b) Within 365 days after the receipt of any Net Cash Proceeds from an
Asset Sale, the Company may, at its option, within 12 months after such Asset
Sale, (i) apply all or a portion of the Net Cash Proceeds to repay or purchase
Applicable Indebtedness (and, in the case of revolving loans and other similar
obligations, permanently reduce the commitment thereunder), or (ii) invest (or
enter into a legally binding agreement to invest) all or a portion of such Net
Cash Proceeds in properties and assets to replace the properties and assets that
were the subject of the Asset Sale or in properties and assets that will be used
in businesses of the Company or its Restricted Subsidiaries, as the case may be,
existing on the Issue Date or in businesses the same, similar or reasonably
related thereto; provided, that, to the extent that such Net Cash Proceeds
represent proceeds of Collateral, (A) none of such properties and assets
obtained shall consist of Excluded Assets and (B) such properties and assets
obtained shall be expressly made subject to a first priority Lien (subject to
Permitted Liens) with respect to the Notes. If any such legally binding
agreement to invest such Net Cash Proceeds is terminated, the Company may,
within 90 days of such termination or within 12 months of such Asset Sale,
whichever is later, invest such Net Cash Proceeds as provided in clause (i) or
(ii) (without regard to the parenthetical contained in such clause (ii)) above.
Pending the final application of any such Net Cash Proceeds, the Company may
temporarily reduce revolving credit borrowings or otherwise invest such Net Cash
Proceeds in a manner that is not prohibited by the Indenture. The amount of such
Net Cash Proceeds not so used as set forth above in this paragraph shall
constitute "Excess Proceeds". When the aggregate amount of Excess Proceeds
exceeds $10 million, the Company will, within 30 days thereafter, make an offer
to purchase (an "Excess Proceeds Offer") from all Holders of Notes on a pro rata
basis, in accordance with the procedures set forth in the Indenture, the maximum
principal amount (expressed as a multiple of $1,000) of Notes that may be
purchased with the Excess Proceeds, at a purchase price in cash equal to 100% of
the principal amount thereof, plus accrued interest and Liquidated Damages, if
any, to the date such offer to purchase is consummated. To the extent that the
aggregate principal amount of Notes tendered pursuant to such offer is less than
the Excess Proceeds, the Company may use such deficiency for general corporate
purposes. If the aggregate principal amount of Notes validly tendered and not
withdrawn by holders thereof exceeds the Excess Proceeds, the Notes to be
purchased will be selected on a pro rata basis. Upon completion of such offer to
purchase, the amount of Excess Proceeds will be reset to zero.

          8. Selection and Notice of Redemption If less than all of the Notes
are to be redeemed or purchased in an offer to purchase at any time, the Trustee
shall select the Notes to be redeemed or purchased among the Holders of the
Notes in compliance with the requirements


                                      A1-7
<PAGE>
of the principal national securities exchange, if any, on which the Notes are
listed or, if the Notes are not so listed, on a pro rata basis, by lot or in
accordance with any other method the Trustee considers fair and appropriate. In
the event of partial redemption by lot, the particular Notes to be redeemed
shall be selected, unless otherwise provided herein, not less than 30 nor more
than 60 days prior to the redemption date by the Trustee from the outstanding
Notes not previously called for redemption. Notices of redemption may not be
conditional. If any Note is to be redeemed in part only, the notice of
redemption that relates to that Note will state the portion of the principal
amount thereof to be redeemed. A new Note in principal amount equal to the
unredeemed portion of the original Note will be issued in the name of the Holder
thereof upon cancellation of the original Note. Notes called for redemption
become due on the date fixed for redemption. On and after the redemption date,
interest and Liquidated Damages, if any, cease to accrue on Notes or portions of
them called for redemption.

          9. Denominations, Transfer, Exchange. The Notes are in registered form
without coupons in denominations of $1,000 and integral multiples of $1,000. The
transfer of Notes may be registered and Notes may be exchanged as provided in
the Indenture. The Registrar and the Trustee may require a Holder, among other
things, to furnish appropriate endorsements and transfer documents and the
Company may require a Holder to pay any taxes and fees required by law or
permitted by the Indenture. The Company is not required to transfer or exchange
any Note selected for redemption. Also, the Company is not required to transfer
or exchange any Note for a period of 15 days before a selection of Notes to be
redeemed.

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

          11. Amendment, Supplement and Waiver. Subject to certain exceptions,
the Indenture or the Notes may be amended or supplemented with the consent of
the Holders of at least a majority in principal amount of the then outstanding
Notes and Additional Notes, if any, voting as a single class (including, without
limitation, consents obtained in connection with a purchase of, or tender offer
or exchange offer for, the Notes), and any existing default or compliance with
any provision of the Indenture or the Notes may be waived with the consent of
the Holders of a majority in principal of the then outstanding Notes and
Additional Notes, if any, voting as a single class (including, without
limitation, consents obtained in connection with a purchase of, or tender offer
or exchange offer for, the Notes). Without the consent of any Holder of a Note,
the Indenture or the Notes may be amended or supplemented to cure any ambiguity,
defect or inconsistency; to provide for uncertificated Notes in addition to or
in place of certificated Notes; to evidence the succession of another Person to
the Company and the assumption by any such successor of the covenants of the
Company; to add to the covenants of the Company for the benefit of the Holders
or to surrender any right or power herein conferred upon the Company; to add
additional Events of Default; to evidence and provide for the acceptance of
appointment under the Indenture by a successor Trustee; to secure the Notes; to
comply with requirements of the SEC in order to effect or maintain the
qualification of the Indenture under the Trust Indenture Act; to provide for the
issuance of Additional Notes in accordance with the limitations set forth in the
Indenture as of its date; to allow any Guarantor to execute a supplemental
Indenture and a Guarantee with respect to the Notes; or to release Collateral
from the Liens created by the Indenture or the Security Documents when permitted
by the Indenture and the Security Documents.


                                      A1-8
<PAGE>
          12. Defaults and Remedies. In the case of an Event of Default arising
from certain events of bankruptcy or insolvency, with respect to the Parent, the
Company or any Restricted Subsidiary that is a Significant Subsidiary, all
outstanding Notes will become due and payable immediately without further action
or notice. If any other Event of Default occurs and is continuing, the Trustee
or the Holders of at least 25% in aggregate principal amount of the then
outstanding Notes may declare all the Notes to be due and payable immediately by
notice in writing to the Company specifying the respective Event of Default. The
Trustee may withhold from Holders of the Notes notice of any continuing Default
or Event of Default (except a Default or Event of Default relating to the
payment of principal or interest or Liquidated Damages, if any) if it determines
that withholding notice is in their interest. The Holders of a majority in
aggregate principal amount of the Notes then outstanding by notice to the
Trustee may on behalf of the Holders of all of the Notes waive any existing
Default or Event of Default and its consequences under the Indenture except a
continuing Default or Event of Default in the payment of interest or Liquidated
Damages, if any, on, or the principal of, the Notes.

          13. Security Interest. The Notes will be secured, to the extent and in
the manner provided in the Security Documents, by a first priority Lien on the
Collateral. Each Noteholder, by its acceptance of a Note, (i) consents and
agrees to the terms of each Security Document, (ii) authorizes and directs the
Trustee to appoint U.S. Bank National Association as Collateral Agent on the
Issue Date, (iii) directs the Collateral Agent to enter into the Security
Documents and (iv) authorizes and empowers each of the Trustee and the
Collateral Agent to bind the Holders of Notes as set forth in the Security
Documents and to perform its respective obligations and exercise its respective
rights and powers thereunder. In the event of any conflict between (a) the
Indenture and (b) the Security Documents, the provisions of the Security
Documents shall control unless such compliance would violate the TIA.

          14. Trustee Dealings with Company. The Trustee, in its individual or
any other capacity, may make loans to, accept deposits from, and perform
services for the Company or its Affiliates, and may otherwise deal with the
Company or its Affiliates, as if it were not the Trustee.

          15. No Recourse Against Others. No past, present or future director,
officer, employee, incorporator or stockholder of the Parent, the Company or any
Subsidiary Guarantor, as such, shall have any liability for any obligations of
the Parent, the Company or the Subsidiary Guarantors under the Notes, the
Indenture, the Guarantees or for any claim based on, in respect of, or by reason
of, such obligations or their creation. Each Holder of Notes by accepting a Note
waives and releases all such liability. The waiver and release are part of the
consideration for issuance of the Notes. The waiver may not be effective to
waive liabilities under the federal securities laws.

          16. Authentication. This Note shall not be valid until authenticated
by the manual signature of the Trustee or an authenticating agent.

          17. Additional Rights of Holders of Restricted Global Notes and
Restricted Definitive Notes. In addition to the rights provided to Holders under
the Indenture, Holders of Restricted Global Notes and Restricted Definitive
Notes shall have all the rights set forth in the Registration Rights Agreement
dated as of September 22, 2005, between the Company, the


                                      A1-9
<PAGE>
Guarantors and the parties named on the signature pages thereof or, in the case
of Additional Notes, Holders of Restricted Global Notes and Restricted
Definitive Notes shall have the rights set forth in one or more registration
rights agreements, if any, between the Company, the Guarantors and the other
parties thereto, relating to rights given by the Company and the Guarantors to
the purchasers of Additional Notes (the "Registration Rights Agreement").

          18. CUSIP Numbers. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company has caused
CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers
in notices of redemption as a convenience to Holders. No representation is made
as to the accuracy of such numbers either as printed on the Notes or as
contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon.

          The Company shall furnish to any Holder upon written request and
without charge a copy of the Indenture and/or the Registration Rights Agreement.
Requests may be made to:

          InSight Health Services Corp.
          26250 Enterprise Court
          Suite 100
          Lake Forest, CA 92630
          Facsimile: 949-462-3703
          Attention: General Counsel


                                     A1-10
<PAGE>
                                 ASSIGNMENT FORM

                  To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to: __________________________________
                                                (Insert assignee's legal name)

________________________________________________________________________________
                  (Insert assignee's soc. sec. or tax I.D. no.)

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

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

and irrevocably appoint ________________________________________________________

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

Date:
      -------------------

                                           Your Signature:


                                           -------------------------------------
                                           (Sign exactly as your name appears on
                                           the face of this Note)


Signature Guarantee*:
                      ------------------

*    Participant in a recognized Signature Guarantee Medallion Program (or other
     signature guarantor acceptable to the Trustee).


                                     A1-11
<PAGE>
                       OPTION OF HOLDER TO ELECT PURCHASE

          If you want to elect to have this Note purchased by the Company
pursuant to Section 4.10 or 4.14 of the Indenture, check the appropriate box
below:

                        - Section 4.10 - Section 4.14

          If you want to elect to have only part of the Note purchased by the
Company pursuant to Section 4.10 or Section 4.14 of the Indenture, state the
amount you elect to have purchased:

                                  $____________

Date:
      -------------------

                                           Your Signature:


                                           -------------------------------------
                                           (Sign exactly as your name appears on
                                           the face of this Note)

                                           Tax Identification No.:
                                                                   -------------

Signature Guarantee*:
                      ------------------

*    Participant in a recognized Signature Guarantee Medallion Program (or other
     signature guarantor acceptable to the Trustee).


                                     A1-12
<PAGE>
              SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE

          The following exchanges of a part of this Global Note for an interest
in another Global Note or for a Definitive Note, or exchanges of a part of
another Global Note or Definitive Note for an interest in this Global Note, have
been made:

<TABLE>
<CAPTION>
                                                                     Principal Amount at
                   Amount of Decrease in   Amount of Increase in          Maturity             Signature of
                    Principal Amount at     Principal Amount at      of this Global Note    Authorized Officer
                          Maturity                Maturity             Following such          of Trustee or
Date of Exchange    of this Global Note     of this Global Note    Decrease (or Increase)     Note Custodian
----------------   ---------------------   ---------------------   ----------------------   ------------------
<S>                <C>                     <C>                     <C>                      <C>

</TABLE>


                                     A1-13
<PAGE>
                                                                      EXHIBIT A2

                                 [Face of Note]

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

     THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL
OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES
EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED
PURSUANT TO SECTION 2.07 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE
EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.07(a) OF THE INDENTURE,
(III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT
TO SECTION 2.12 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO
A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.

     THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE
CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED NOTES, ARE AS
SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN). NEITHER THE HOLDER NOR THE
BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL NOTE SHALL BE ENTITLED
TO RECEIVE PAYMENT OF INTEREST HEREON.

THIS NOTE AND THE GUARANTEES ENDORSED HEREON HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE
SECURITIES LAWS. NEITHER THIS NOTE, THE GUARANTEES ENDORSED HEREON NOR ANY
INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED,
PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION
OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS NOTE AND THE GUARANTEES
ENDORSED HEREON BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE
TRANSFER SUCH SECURITY, PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF
THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY
AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE AND THE


                                      A2-1
<PAGE>
GUARANTEES ENDORSED HEREON (OR ANY PREDECESSOR OF THIS NOTE AND THE GUARANTEES
ENDORSED HEREON) (THE "RESALE RESTRICTION TERMINATION DATE") ONLY (A) TO THE
COMPANY, THE PARENT OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES
ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE
144A"), TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER"
AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE 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 TO
NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF
REGULATION S UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER 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) PRIOR TO THE END OF THE 40-DAY DISTRIBUTION
COMPLIANCE PERIOD WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR
PURSUANT TO CLAUSE (E) PRIOR TO THE RESALE RESTRICTION TERMINATION DATE TO
REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER
INFORMATION SATISFACTORY TO EACH OF THEM, AND (II) IN EACH OF THE FOREGOING
CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THIS
NOTE IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE. THIS LEGEND
WILL BE REMOVED UPON THE REQUEST OF A HOLDER AFTER THE RESALE RESTRICTION
TERMINATION DATE.


                                      A2-2
<PAGE>
                                                             CUSIP [___________]

No.___________                                                **$_____________**

                          INSIGHT HEALTH SERVICES CORP.

                   Senior Secured Floating Rate Notes due 2011

Issue Date: September 22, 2005

          InSight Health Services Corp., a Delaware corporation (the "Company",
which term includes any successor under this Indenture hereinafter referred to),
for value received, promises to pay to CEDE & CO., or its registered assigns,
the principal sum of [Amount of Note] ($[_______]) on November 1, 2011.

Interest Payment Dates: February 1, May 1, August 1 and November 1, commencing
on February 1, 2006.

Record Dates: January 15, April 15, July 15 and October 15.

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


                                      A2-3
<PAGE>
          IN WITNESS WHEREOF, the Company has caused this Note to be signed
manually or by facsimile by its duly authorized officers.

                                        INSIGHT HEALTH SERVICES CORP.


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


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

This is one of the Senior Secured Floating Rate Notes due 2011 described in the
within-mentioned Indenture.

Dated: September 22, 2005

U.S. Bank National Association, as Trustee


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


                                      A2-4
<PAGE>
                             [Reverse Side of Note]

                          INSIGHT HEALTH SERVICES CORP.

                   Senior Secured Floating Rate Notes due 2011

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

          1. Interest. (a) The Company promises to pay interest on the principal
amount of this Note at the rate per annum, reset quarterly, equal to LIBOR plus
5.25%, as determined by the calculation agent (the "Calculation Agent"), which
shall initially be the Trustee, from the date hereof until maturity and shall
pay the Liquidated Damages, if any, payable pursuant to Section 5 of the
Registration Rights Agreement referred to below. The Company shall pay interest
and Liquidated Damages, if any, quarterly in arrears on February 1, May 1,
August 1 and November 1 of each year, or if any such day is not a Business Day,
on the next succeeding Business Day (each an "Interest Payment Date"). Interest
on the Notes shall accrue from the most recent date to which interest has been
paid or, if no interest has been paid, from the date of original issuance;
provided that if there is no existing Default in the payment of interest, and if
this Note is authenticated between a record date referred to on the face hereof
and the next succeeding Interest Payment Date, interest shall accrue from such
next succeeding Interest Payment Date; provided further that the first Interest
Payment Date shall be February 1, 2006. The Company shall pay interest
(including post-petition interest in any proceeding under any Bankruptcy Law) on
overdue principal and premium, if any, from time to time on demand at a rate
that is 1% per annum in excess of the rate then in effect; it shall pay interest
(including post-petition interest in any proceeding under any Bankruptcy Law) on
overdue installments of interest and Liquidated Damages (without regard to any
applicable grace periods) from time to time on demand at the same rate to the
extent lawful.

          (b) The amount of interest for each day that the Notes are outstanding
(the "Daily Interest Amount") will be calculated by dividing the interest rate
in effect for such day by 365 (or 366, in the case of a calculation made with
respect to a leap year) and multiplying the result by the principal amount of
the Notes. The amount of interest to be paid on the Notes for each Interest
Period will be calculated by adding the Daily Interest Amounts for each day in
the Interest Period. All percentages resulting from any of the above
calculations will be rounded, if necessary, to the nearest one
hundred-thousandth of a percentage point, with five one-millionths of a
percentage point being rounded upwards (e.g., 9.876545% (or 0.09876545) being
rounded to 9.87655% (or 0.0987655)) and all dollar amounts used in or resulting
from such calculations will be rounded to the nearest cent (with one-half cent
being rounded upwards). The interest rate on the Notes will in no event be
higher than the maximum rate permitted by New York law. The Calculation Agent
will, upon the request of the Holder of any Note, provide the interest rate then
in effect with respect to the Notes. All calculations made by the Calculation
Agent in the absence of manifest error will be conclusive for all purposes and
binding on the Company, the Guarantors and the Holders of the Notes.

          2. Method of Payment. The Company shall pay interest on the Notes
(except defaulted interest) and Liquidated Damages, if any, to the Persons who
are registered Holders of


                                      A2-5
<PAGE>
Notes at the close of business on the 15th day of the month next preceding the
Interest Payment Date, even if such Notes are canceled after such record date
and on or before such Interest Payment Date, except as provided in Section 2.13
of the Indenture with respect to defaulted interest. The Notes shall be payable
as to principal, premium and Liquidated Damages, if any, and interest at the
office or agency of the Company maintained for such purpose in The City of New
York, or, at the option of the Company, payment of interest and Liquidated
Damages, if any, may be made by check mailed to the Holders at their addresses
set forth in the register of Holders, and provided that payment by wire transfer
of immediately available funds shall be required with respect to principal of
and interest, premium and Liquidated Damages, if any, on, all Global Notes and
all other Notes the Holders of which shall have provided wire transfer
instructions to the Company or the Paying Agent. Such payment shall be in such
coin or currency of the United States of America as at the time of payment is
legal tender for payment of public and private debts.

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

          4. Indenture. The Company issued the Notes under an Indenture dated as
of September 22, 2005 (the "Indenture") among the Company, the Parent, the
Subsidiary Guarantors and the Trustee. The terms of the Notes include those
stated in the Indenture and those made part of the Indenture by reference to the
Trust Indenture Act of 1939, as amended. The Notes are subject to all such
terms, and Holders are referred to the Indenture and such Act for a statement of
such terms. To the extent any provision of this Note conflicts with the express
provisions of the Indenture, the provisions of the Indenture shall govern and be
controlling.

          5. Optional Redemption. The Company shall not have the option to
redeem the Notes prior to November 1, 2006. Thereafter, the Company shall have
the option to redeem the Notes, in whole or in part, upon not less than 30 nor
more than 60 days' prior notice to the Holders, at the redemption prices
(expressed as percentages of principal amount) set forth below plus accrued and
unpaid interest and Liquidated Damages, if any, thereon to the applicable
redemption date, if redeemed during the twelve-month period beginning on
November 1 of the years indicated below:

<TABLE>
<CAPTION>
Year                     Percentage
----                     ----------
<S>                      <C>
2006..................     103.0%
2007..................     101.5%
2008 and thereafter...     100.0%
</TABLE>

          6. Mandatory Redemption. Except as set forth in paragraph 7 below, the
Company shall not be required to make mandatory redemption or sinking fund
payments with respect to the Notes.

          7. Repurchase at Option of Holder. (a) Upon the occurrence of a Change
of Control, each Holder of Notes will have the right to require the Company to
repurchase all or any part (equal to $1,000 or an integral multiple thereof) of
such Holder's Notes pursuant to the offer


                                      A2-6
<PAGE>
described below (the "Change of Control Offer") at an offer price in cash equal
to 101% of the aggregate principal amount thereof plus accrued and unpaid
interest and Liquidated Damages thereon, if any, to the date of purchase (the
"Change of Control Payment"). Within 30 days following any Change of Control,
the Company will notify the Trustee thereof and mail a notice to each Holder
describing the transaction or transactions that constitute the Change of Control
and offering to repurchase Notes on the date specified in such notice, which
date shall be no earlier than 30 days and no later than 60 days from the date
such notice is mailed (the "Change of Control Payment Date"), pursuant to the
procedures required by the Indenture and described in such notice.

          (b) Within 365 days after the receipt of any Net Cash Proceeds from an
Asset Sale, the Company may, at its option, within 12 months after such Asset
Sale, (i) apply all or a portion of the Net Cash Proceeds to repay or purchase
Applicable Indebtedness (and, in the case of revolving loans and other similar
obligations, permanently reduce the commitment thereunder), or (ii) invest (or
enter into a legally binding agreement to invest) all or a portion of such Net
Cash Proceeds in properties and assets to replace the properties and assets that
were the subject of the Asset Sale or in properties and assets that will be used
in businesses of the Company or its Restricted Subsidiaries, as the case may be,
existing on the Issue Date or in businesses the same, similar or reasonably
related thereto; provided, that, to the extent that such Net Cash Proceeds
represent proceeds of Collateral, (A) none of such properties and assets
obtained shall consist of Excluded Assets and (B) such properties and assets
obtained shall be expressly made subject to a first priority Lien (subject to
Permitted Liens) with respect to the Notes. If any such legally binding
agreement to invest such Net Cash Proceeds is terminated, the Company may,
within 90 days of such termination or within 12 months of such Asset Sale,
whichever is later, invest such Net Cash Proceeds as provided in clause (i) or
(ii) (without regard to the parenthetical contained in such clause (ii)) above.
Pending the final application of any such Net Cash Proceeds, the Company may
temporarily reduce revolving credit borrowings or otherwise invest such Net Cash
Proceeds in a manner that is not prohibited by the Indenture. The amount of such
Net Cash Proceeds not so used as set forth above in this paragraph shall
constitute "Excess Proceeds". When the aggregate amount of Excess Proceeds
exceeds $10 million, the Company will, within 30 days thereafter, make an offer
to purchase (an "Excess Proceeds Offer") from all Holders of Notes on a pro rata
basis, in accordance with the procedures set forth in the Indenture, the maximum
principal amount (expressed as a multiple of $1,000) of Notes that may be
purchased with the Excess Proceeds, at a purchase price in cash equal to 100% of
the principal amount thereof, plus accrued interest and Liquidated Damages, if
any, to the date such offer to purchase is consummated. To the extent that the
aggregate principal amount of Notes tendered pursuant to such offer is less than
the Excess Proceeds, the Company may use such deficiency for general corporate
purposes. If the aggregate principal amount of Notes validly tendered and not
withdrawn by holders thereof exceeds the Excess Proceeds, the Notes to be
purchased will be selected on a pro rata basis. Upon completion of such offer to
purchase, the amount of Excess Proceeds will be reset to zero.

          8. Selection and Notice of Redemption If less than all of the Notes
are to be redeemed or purchased in an offer to purchase at any time, the Trustee
shall select the Notes to be redeemed or purchased among the Holders of the
Notes in compliance with the requirements of the principal national securities
exchange, if any, on which the Notes are listed or, if the Notes are not so
listed, on a pro rata basis, by lot or in accordance with any other method the
Trustee


                                      A2-7
<PAGE>
considers fair and appropriate. In the event of partial redemption by lot, the
particular Notes to be redeemed shall be selected, unless otherwise provided
herein, not less than 30 nor more than 60 days prior to the redemption date by
the Trustee from the outstanding Notes not previously called for redemption.
Notices of redemption may not be conditional. If any Note is to be redeemed in
part only, the notice of redemption that relates to that Note will state the
portion of the principal amount thereof to be redeemed. A new Note in principal
amount equal to the unredeemed portion of the original Note will be issued in
the name of the Holder thereof upon cancellation of the original Note. Notes
called for redemption become due on the date fixed for redemption. On and after
the redemption date, interest and Liquidated Damages, if any, cease to accrue on
Notes or portions of them called for redemption.

          9. Denominations, Transfer, Exchange. The Notes are in registered form
without coupons in denominations of $1,000 and integral multiples of $1,000. The
transfer of Notes may be registered and Notes may be exchanged as provided in
the Indenture. The Registrar and the Trustee may require a Holder, among other
things, to furnish appropriate endorsements and transfer documents and the
Company may require a Holder to pay any taxes and fees required by law or
permitted by the Indenture. The Company is not required to transfer or exchange
any Note selected for redemption. Also, the Company is not required to transfer
or exchange any Note for a period of 15 days before a selection of Notes to be
redeemed.

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

          11. Amendment, Supplement and Waiver. Subject to certain exceptions,
the Indenture or the Notes may be amended or supplemented with the consent of
the Holders of at least a majority in principal amount of the then outstanding
Notes and Additional Notes, if any, voting as a single class (including, without
limitation, consents obtained in connection with a purchase of, or tender offer
or exchange offer for, the Notes), and any existing default or compliance with
any provision of the Indenture or the Notes may be waived with the consent of
the Holders of a majority in principal of the then outstanding Notes and
Additional Notes, if any, voting as a single class (including, without
limitation, consents obtained in connection with a purchase of, or tender offer
or exchange offer for, the Notes). Without the consent of any Holder of a Note,
the Indenture or the Notes may be amended or supplemented to cure any ambiguity,
defect or inconsistency; to provide for uncertificated Notes in addition to or
in place of certificated Notes; to evidence the succession of another Person to
the Company and the assumption by any such successor of the covenants of the
Company; to add to the covenants of the Company for the benefit of the Holders
or to surrender any right or power herein conferred upon the Company; to add
additional Events of Default; to evidence and provide for the acceptance of
appointment under the Indenture by a successor Trustee; to secure the Notes; to
comply with requirements of the SEC in order to effect or maintain the
qualification of the Indenture under the Trust Indenture Act; to provide for the
issuance of Additional Notes in accordance with the limitations set forth in the
Indenture as of its date; to allow any Guarantor to execute a supplemental
Indenture and a Guarantee with respect to the Notes; or to release Collateral
from the Liens created by the Indenture or the Security Documents when permitted
by the Indenture and the Security Documents.


                                      A2-8
<PAGE>
          12. Defaults and Remedies. In the case of an Event of Default arising
from certain events of bankruptcy or insolvency, with respect to the Parent, the
Company or any Restricted Subsidiary that is a Significant Subsidiary, all
outstanding Notes will become due and payable immediately without further action
or notice. If any other Event of Default occurs and is continuing, the Trustee
or the Holders of at least 25% in aggregate principal amount of the then
outstanding Notes may declare all the Notes to be due and payable immediately by
notice in writing to the Company specifying the respective Event of Default. The
Trustee may withhold from Holders of the Notes notice of any continuing Default
or Event of Default (except a Default or Event of Default relating to the
payment of principal or interest or Liquidated Damages, if any) if it determines
that withholding notice is in their interest. The Holders of a majority in
aggregate principal amount of the Notes then outstanding by notice to the
Trustee may on behalf of the Holders of all of the Notes waive any existing
Default or Event of Default and its consequences under the Indenture except a
continuing Default or Event of Default in the payment of interest or Liquidated
Damages, if any, on, or the principal of, the Notes.

          13. Security Interest. The Notes will be secured, to the extent and in
the manner provided in the Security Documents, by a first priority Lien on the
Collateral. Each Noteholder, by its acceptance of a Note, (i) consents and
agrees to the terms of each Security Document, (ii) authorizes and directs the
Trustee to appoint U.S. Bank National Association as Collateral Agent on the
Issue Date, (iii) directs the Collateral Agent to enter into the Security
Documents and (iv) authorizes and empowers each of the Trustee and the
Collateral Agent to bind the Holders of Notes as set forth in the Security
Documents and to perform its respective obligations and exercise its respective
rights and powers thereunder. In the event of any conflict between (a) the
Indenture and (b) the Security Documents, the provisions of the Security
Documents shall control unless such compliance would violate the TIA.

          14. Trustee Dealings with Company. The Trustee, in its individual or
any other capacity, may make loans to, accept deposits from, and perform
services for the Company or its Affiliates, and may otherwise deal with the
Company or its Affiliates, as if it were not the Trustee.

          15. No Recourse Against Others. No past, present or future director,
officer, employee, incorporator or stockholder of the Parent, the Company or any
Subsidiary Guarantor, as such, shall have any liability for any obligations of
the Parent, the Company or the Subsidiary Guarantors under the Notes, the
Indenture, the Guarantees or for any claim based on, in respect of, or by reason
of, such obligations or their creation. Each Holder of Notes by accepting a Note
waives and releases all such liability. The waiver and release are part of the
consideration for issuance of the Notes. The waiver may not be effective to
waive liabilities under the federal securities laws.

          16. Authentication. This Note shall not be valid until authenticated
by the manual signature of the Trustee or an authenticating agent.

          17. Additional Rights of Holders of Restricted Global Notes and
Restricted Definitive Notes. In addition to the rights provided to Holders under
the Indenture, Holders of Restricted Global Notes and Restricted Definitive
Notes shall have all the rights set forth in the Registration Rights Agreement
dated as of September 22, 2005, between the Company, the


                                      A2-9
<PAGE>
Guarantors and the parties named on the signature pages thereof or, in the case
of Additional Notes, Holders of Restricted Global Notes and Restricted
Definitive Notes shall have the rights set forth in one or more registration
rights agreements, if any, between the Company, the Guarantors and the other
parties thereto, relating to rights given by the Company and the Guarantors to
the purchasers of Additional Notes (the "Registration Rights Agreement").

          18. CUSIP Numbers. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company has caused
CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers
in notices of redemption as a convenience to Holders. No representation is made
as to the accuracy of such numbers either as printed on the Notes or as
contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon.

          The Company shall furnish to any Holder upon written request and
without charge a copy of the Indenture and/or the Registration Rights Agreement.
Requests may be made to:

          InSight Health Services Corp.
          26250 Enterprise Court
          Suite 100
          Lake Forest, CA 92630
          Facsimile: 949-462-3703
          Attention: General Counsel


                                      A2-10
<PAGE>
                                 ASSIGNMENT FORM

                  To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to:
                                              ----------------------------------
                                                (Insert assignee's legal name)

--------------------------------------------------------------------------------
                  (Insert assignee's soc. sec. or tax I.D. no.)

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

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

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

and irrevocably appoint
                        --------------------------------------------------------

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

Date:
      -------------------------------


                                        Your Signature:


                                       -----------------------------------------
                                       (Sign exactly as your name appears on the
                                       face of this Note)


Signature Guarantee*:
                      ---------------

*    Participant in a recognized Signature Guarantee Medallion Program (or other
     signature guarantor acceptable to the Trustee).


                                      A2-11
<PAGE>
                       OPTION OF HOLDER TO ELECT PURCHASE

          If you want to elect to have this Note purchased by the Company
pursuant to Section 4.10 or 4.14 of the Indenture, check the appropriate box
below:

                        - Section 4.10     - Section 4.14

          If you want to elect to have only part of the Note purchased by the
Company pursuant to Section 4.10 or Section 4.14 of the Indenture, state the
amount you elect to have purchased:

                                   $
                                    ----------

Date:
      -------------------------------


                                        Your Signature:
                                                        ------------------------
                                                        (Sign exactly as your
                                                        name appears on the face
                                                        of this Note)

                                        Tax Identification No.:
                                                                ----------------

Signature Guarantee*:
                      ---------------

*    Participant in a recognized Signature Guarantee Medallion Program (or other
     signature guarantor acceptable to the Trustee).


                                      A2-12
<PAGE>
           SCHEDULE OF EXCHANGES OF REGULATION S TEMPORARY GLOBAL NOTE

          The following exchanges of a part of this Regulation S Temporary
Global Note for an interest in another Global Note or of other Restricted Global
Notes for an interest in this Regulation S Temporary Global Note, have been
made:

<TABLE>
<CAPTION>
                                                                     Principal Amount at
                   Amount of Decrease in   Amount of Increase in          Maturity             Signature of
                    Principal Amount at     Principal Amount at      of this Global Note    Authorized Officer
                          Maturity                Maturity             Following such          of Trustee or
Date of Exchange    of this Global Note     of this Global Note    Decrease (or Increase)     Note Custodian
----------------   ---------------------   ---------------------   ----------------------   ------------------
<S>                <C>                     <C>                     <C>                      <C>

</TABLE>


                                      A2-13
<PAGE>
                                                                       EXHIBIT B

                         FORM OF CERTIFICATE OF TRANSFER

InSight Health Services Corp.
26250 Enterprise Court
Suite 100
Lake Forest, CA 92630
Facsimile: 949-462-3703
Attention: General Counsel

U.S. Bank National Association
Corporate Trust Services
100 Wall Street - Suite 1600
New York, NY 10005
Attention: Cheryl Clarke

          Re: Senior Secured Floating Rate Notes due 2011

          Reference is hereby made to the Indenture, dated as of September 22,
2005 (the "Indenture"), among InSight Health Services Corp., a Delaware
corporation (the "Company"), InSight Health Services Holdings Corp., a Delaware
corporation (the "Parent"), the Subsidiary Guarantors, and U.S. Bank National
Association, as trustee. Capitalized terms used but not defined herein shall
have the meanings given to them in the Indenture.

          ___________________ (the "Transferor") owns and proposes to transfer
the Note[s] or interest in such Note[s] specified in Annex A hereto, in the
principal amount at maturity of $___________ in such Note[s] or interests (the
"Transfer"), to ___________________________ (the "Transferee"), as further
specified in Annex A hereto. In connection with the Transfer, the Transferor
hereby certifies that:

                             [CHECK ALL THAT APPLY]

          1. Check if Transferee will take delivery of a beneficial interest in
the 144A Global Note or a Definitive Note Pursuant to Rule 144A. The Transfer is
being effected pursuant to and in accordance with Rule 144A under the United
States Securities Act of 1933, as amended (the "Securities Act"), and,
accordingly, the Transferor hereby further certifies that the beneficial
interest or Definitive Note is being transferred to a Person that the Transferor
reasonably believed and believes is purchasing the beneficial interest or
Definitive Note for its own account, or for one or more accounts with respect to
which such Person exercises sole investment discretion, and such Person and each
such account is a "qualified institutional buyer" within the meaning of Rule
144A in a transaction meeting the requirements of Rule 144A and such Transfer is
in compliance with any applicable blue sky securities laws of any state of the
United States. Upon consummation of the proposed Transfer in accordance with the
terms of the Indenture, the transferred beneficial interest or Definitive Note
will be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the 144A Global Note and/or the Definitive Note and
in the Indenture and the Securities Act.


                                      B-1
<PAGE>
          2. Check if Transferee will take delivery of a beneficial interest in
the Regulation S Temporary Global Note, the Regulation S Permanent Global Note
or a Definitive Note pursuant to Regulation S. The Transfer is being effected
pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act
and, accordingly, the Transferor hereby further certifies that (i) the Transfer
is not being made to a person in the United States and (x) at the time the buy
order was originated, the Transferee was outside the United States or such
Transferor and any Person acting on its behalf reasonably believed and believes
that the Transferee was outside the United States or (y) the transaction was
executed in, on or through the facilities of a designated offshore securities
market and neither such Transferor nor any Person acting on its behalf knows
that the transaction was prearranged with a buyer in the United States, (ii) no
directed selling efforts have been made in contravention of the requirements of
Rule 903(b) or Rule 904(b) of Regulation S under the Securities Act, (iii) the
transaction is not part of a plan or scheme to evade the registration
requirements of the Securities Act and (iv) if the proposed transfer is being
made prior to the expiration of the Restricted Period, the transfer is not being
made to a U.S. Person or for the account or benefit of a U.S. Person (other than
an Initial Purchaser). Upon consummation of the proposed transfer in accordance
with the terms of the Indenture, the transferred beneficial interest or
Definitive Note will be subject to the restrictions on Transfer enumerated in
the Private Placement Legend printed on the Regulation S Permanent Global Note,
the Regulation S Temporary Global Note and/or the Definitive Note and in the
Indenture and the Securities Act.

          3. Check and complete if Transferee will take delivery of a beneficial
interest in the IAI Global Note or a Definitive Note pursuant to any provision
of the Securities Act other than Rule 144A or Regulation S. The Transfer is
being effected in compliance with the transfer restrictions applicable to
beneficial interests in Restricted Global Notes and Restricted Definitive Notes
and pursuant to and in accordance with the Securities Act and any applicable
blue sky securities laws of any state of the United States, and accordingly the
Transferor hereby further certifies that (check one):

          (a) such Transfer is being effected pursuant to and in accordance with
     Rule 144 under the Securities Act;

                                       or

          (b) such Transfer is being effected to the Company or a subsidiary
     thereof;

                                       or

          (c) such Transfer is being effected pursuant to an effective
     registration statement under the Securities Act and in compliance with the
     prospectus delivery requirements of the Securities Act;

                                       or

          (d) such Transfer is being effected to an Institutional Accredited
     Investor and pursuant to an exemption from the registration requirements of
     the Securities Act other than Rule 144A, Rule 144 or Rule 904, and the
     Transferor hereby


                                      B-2
<PAGE>
     further certifies that it has not engaged in any general solicitation
     within the meaning of Regulation D under the Securities Act and the
     Transfer complies with the transfer restrictions applicable to beneficial
     interests in a Restricted Global Note or Restricted Definitive Notes and
     the requirements of the exemption claimed, which certification is supported
     by (1) a certificate executed by the Transferee in the form of Exhibit D to
     the Indenture and (2) an Opinion of Counsel provided by the Transferor or
     the Transferee (a copy of which the Transferor has attached to this
     certification), to the effect that such Transfer is in compliance with the
     Securities Act. Upon consummation of the proposed transfer in accordance
     with the terms of the Indenture, the transferred beneficial interest or
     Definitive Note will be subject to the restrictions on transfer enumerated
     in the Private Placement Legend printed on the IAI Global Note and/or the
     Definitive Notes and in the Indenture and the Securities Act.

          4. Check if Transferee will take delivery of a beneficial interest in
an Unrestricted Global Note or of an Unrestricted Definitive Note.

          (a) Check if Transfer is Pursuant to Rule 144. (i) The Transfer is
being effected pursuant to and in accordance with Rule 144 under the Securities
Act and in compliance with the transfer restrictions contained in the Indenture
and any applicable blue sky securities laws of any state of the United States
and (ii) the restrictions on transfer contained in the Indenture and the Private
Placement Legend are not required in order to maintain compliance with the
Securities Act. Upon consummation of the proposed Transfer in accordance with
the terms of the Indenture, the transferred beneficial interest or Definitive
Note will no longer be subject to the restrictions on transfer enumerated in the
Private Placement Legend printed on the Restricted Global Notes, on Restricted
Definitive Notes and in the Indenture.

          (b) Check if Transfer is Pursuant to Regulation S. (i) The Transfer is
being effected pursuant to and in accordance with Rule 903 or Rule 904 under the
Securities Act and in compliance with the transfer restrictions contained in the
Indenture and any applicable blue sky securities laws of any state of the United
States and (ii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with
the Securities Act. Upon consummation of the proposed Transfer in accordance
with the terms of the Indenture, the transferred beneficial interest or
Definitive Note will no longer be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the Restricted Global
Notes, on Restricted Definitive Notes and in the Indenture.

          (c) Check if Transfer is Pursuant to Other Exemption. (i) The Transfer
is being effected pursuant to and in compliance with an exemption from the
registration requirements of the Securities Act other than Rule 144, Rule 903 or
Rule 904 and in compliance with the transfer restrictions contained in the
Indenture and any applicable blue sky securities laws of any State of the United
States and (ii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with
the Securities Act. Upon consummation of the proposed Transfer in accordance
with the terms of the Indenture, the transferred beneficial interest or
Definitive Note will not be subject to the restrictions on transfer enumerated
in the Private Placement Legend printed on the Restricted Global Notes or
Restricted Definitive Notes and in the Indenture.


                                      B-3
<PAGE>
          This certificate and the statements contained herein are made for your
benefit and the benefit of the Company.

                                        ----------------------------------------
                                        [Insert Name of Transferor]


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

Dated:
       ------------------------------


                                      B-4
<PAGE>
                       ANNEX A TO CERTIFICATE OF TRANSFER

1.   The Transferor owns and proposes to transfer the following:

                            [CHECK ONE OF (A) OR (B)]

          (A)  a beneficial interest in the:

               (i)  144A Global Note (CUSIP __________); or

               (ii) Regulation S Global Note (CUSIP __________); or

               (iii) IAI Global Note (CUSIP __________); or

          (B)  a Restricted Definitive Note.

2.   After the Transfer the Transferee will hold:

                                   [CHECK ONE]

          (A)  a beneficial interest in the:

               (i)  144A Global Note (CUSIP __________); or

               (ii) Regulation S Global Note (CUSIP __________); or

               (iii) IAI Global Note (CUSIP __________); or

               (iv) Unrestricted Global Note (CUSIP __________); or

          (B)  a Restricted Definitive Note; or

          (C)  an Unrestricted Definitive Note,

in accordance with the terms of the Indenture.


                                      B-5
<PAGE>
                                                                       EXHIBIT C

                         FORM OF CERTIFICATE OF EXCHANGE

InSight Health Services Corp.
26250 Enterprise Court
Suite 100
Lake Forest, CA 92630
Facsimile: 949-462-3703
Attention: General Counsel

U.S. Bank National Association
Corporate Trust Services
100 Wall Street - Suite 1600
New York, NY 10005
Attention: Cheryl Clarke

          Re: Senior Secured Floating Rate Notes due 2011

          Reference is hereby made to the Indenture, dated as of September 22,
2005 (the "Indenture"), among InSight Health Services Corp., a Delaware
corporation (the "Company"), InSight Health Services Holdings Corp., a Delaware
corporation (the "Parent"), the Subsidiary Guarantors, and U.S. Bank National
Association, as trustee. Capitalized terms used but not defined herein shall
have the meanings given to them in the Indenture.

          __________________________ (the "Owner") owns and proposes to exchange
the Note[s] or interest in such Note[s] specified herein, in the principal
amount at maturity of $____________ in such Note[s] or interests (the
"Exchange"). In connection with the Exchange, the Owner hereby certifies that:

          1. Exchange of Restricted Definitive Notes or Beneficial Interests in
a Restricted Global Note for Unrestricted Definitive Notes or Beneficial
Interests in an Unrestricted Global Note

          (1) Check if Exchange is from beneficial interest in a Restricted
Global Note to beneficial interest in an Unrestricted Global Note. In connection
with the Exchange of the Owner's beneficial interest in a Restricted Global Note
for a beneficial interest in an Unrestricted Global Note in an equal principal
amount at maturity, the Owner hereby certifies (i) the beneficial interest is
being acquired for the Owner's own account without transfer, (ii) such Exchange
has been effected in compliance with the transfer restrictions applicable to the
Global Notes and pursuant to and in accordance with the United States Securities
Act of 1933, as amended (the "Securities Act"), (iii) the restrictions on
transfer contained in the Indenture and the Private Placement Legend are not
required in order to maintain compliance with the Securities Act and (iv) the
beneficial interest in an Unrestricted Global Note is being acquired in
compliance with any applicable blue sky securities laws of any state of the
United States.


                                      C-1
<PAGE>
          (2) Check if Exchange is from beneficial interest in a Restricted
Global Note to Unrestricted Definitive Note. In connection with the Exchange of
the Owner's beneficial interest in a Restricted Global Note for an Unrestricted
Definitive Note, the Owner hereby certifies (i) the Definitive Note is being
acquired for the Owner's own account without transfer, (ii) such Exchange has
been effected in compliance with the transfer restrictions applicable to the
Restricted Global Notes and pursuant to and in accordance with the Securities
Act, (iii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with
the Securities Act and (iv) the Definitive Note is being acquired in compliance
with any applicable blue sky securities laws of any state of the United States.

          (3) Check if Exchange is from Restricted Definitive Note to beneficial
interest in an Unrestricted Global Note. In connection with the Owner's Exchange
of a Restricted Definitive Note for a beneficial interest in an Unrestricted
Global Note, the Owner hereby certifies (i) the beneficial interest is being
acquired for the Owner's own account without transfer, (ii) such Exchange has
been effected in compliance with the transfer restrictions applicable to
Restricted Definitive Notes and pursuant to and in accordance with the
Securities Act, (iii) the restrictions on transfer contained in the Indenture
and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act and (iv) the beneficial interest is being
acquired in compliance with any applicable blue sky securities laws of any state
of the United States.

          (4) Check if Exchange is from Restricted Definitive Note to
Unrestricted Definitive Note. In connection with the Owner's Exchange of a
Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby
certifies (i) the Unrestricted Definitive Note is being acquired for the Owner's
own account without transfer, (ii) such Exchange has been effected in compliance
with the transfer restrictions applicable to Restricted Definitive Notes and
pursuant to and in accordance with the Securities Act, (iii) the restrictions on
transfer contained in the Indenture and the Private Placement Legend are not
required in order to maintain compliance with the Securities Act and (iv) the
Unrestricted Definitive Note is being acquired in compliance with any applicable
blue sky securities laws of any state of the United States.

          2. Exchange of Restricted Definitive Notes or Beneficial Interests in
Restricted Global Notes for Restricted Definitive Notes or Beneficial Interests
in Restricted Global Notes

          (a) Check if Exchange is from beneficial interest in a Restricted
Global Note to Restricted Definitive Note. In connection with the Exchange of
the Owner's beneficial interest in a Restricted Global Note for a Restricted
Definitive Note with an equal principal amount at maturity, the Owner hereby
certifies that the Restricted Definitive Note is being acquired for the Owner's
own account without transfer. Upon consummation of the proposed Exchange in
accordance with the terms of the Indenture, the Restricted Definitive Note
issued will continue to be subject to the restrictions on transfer enumerated in
the Private Placement Legend printed on the Restricted Definitive Note and in
the Indenture and the Securities Act.


                                      C-2
<PAGE>
          (b) Check if Exchange is from Restricted Definitive Note to beneficial
interest in a Restricted Global Note. In connection with the Exchange of the
Owner's Restricted Definitive Note for a beneficial interest in the [CHECK ONE]
[ ] 144A Global Note, [ ] Regulation S Global Note, [ ] IAI Global Note with an
equal principal amount at maturity, the Owner hereby certifies (i) the
beneficial interest is being acquired for the Owner's own account without
transfer and (ii) such Exchange has been effected in compliance with the
transfer restrictions applicable to the Restricted Global Notes and pursuant to
and in accordance with the Securities Act, and in compliance with any applicable
blue sky securities laws of any state of the United States. Upon consummation of
the proposed Exchange in accordance with the terms of the Indenture, the
beneficial interest issued will be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the relevant Restricted
Global Note and in the Indenture and the Securities Act.

          This certificate and the statements contained herein are made for your
benefit and the benefit of the Company.

                                        ----------------------------------------
                                        [Insert Name of Transferor]


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

Dated:
       -----------------------------


                                      C-3
<PAGE>
                                                                       EXHIBIT D

                            FORM OF CERTIFICATE FROM
                   ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

[________]

          Re: Senior Secured Floating Rate Notes due 2011

          Reference is hereby made to the Indenture, dated as of September 22,
2005 (the "Indenture"), among InSight Health Services Corp., a Delaware
corporation (the "Company") InSight Health Services Holdings Corp., a Delaware
corporation (the "Parent"), the Subsidiary Guarantors, and U.S. Bank National
Association, as trustee. Capitalized terms used but not defined herein shall
have the meanings given to them in the Indenture.

          In connection with our proposed purchase of $____________ aggregate
principal amount at maturity of:

          (a) [ ] beneficial interest in a Global Note, or

          (b) [ ] a Definitive Note,

          we confirm that:

          1. We understand that any subsequent transfer of the Notes or any
interest therein is subject to certain restrictions and conditions set forth in
the Indenture and the undersigned agrees to be bound by, and not to resell,
pledge or otherwise transfer the Notes or any interest therein except in
compliance with, such restrictions and conditions and the United States
Securities Act of 1933, as amended (the "Securities Act").

          2. We understand that the offer and sale of the Notes have not been
registered under the Securities Act, and that the Notes and any interest therein
may not be offered or sold except as permitted in the following sentence. We
agree, on our own behalf and on behalf of any accounts for which we are acting
as hereinafter stated, that if we should sell the Notes or any interest therein,
we will do so only (A) to the Company or any subsidiary thereof, (B) in
accordance with Rule 144A under the Securities Act to a "qualified institutional
buyer" (as defined therein), (C) to an institutional "accredited investor" (as
defined below) that, prior to such transfer, furnishes (or has furnished on its
behalf by a U.S. broker-dealer) to you and to the Company a signed letter
substantially in the form of this letter and an Opinion of Counsel in form
reasonably acceptable to the Company to the effect that such transfer is in
compliance with the Securities Act, (D) outside the United States in accordance
with Rule 904 of Regulation S under the Securities Act, (E) pursuant to the
provisions of Rule 144(k) under the Securities Act or (F) pursuant to an
effective registration statement under the Securities Act, and we further agree
to provide to any person purchasing the Definitive Note or beneficial interest
in a Global Note from us in a transaction meeting the requirements of clauses
(A) through (E) of this paragraph a notice advising such purchaser that resales
thereof are restricted as stated herein.


                                      D-1
<PAGE>
          3. We understand that, on any proposed resale of the Notes or
beneficial interest therein, we will be required to furnish to you and the
Company such certifications, legal opinions and other information as you and the
Company may reasonably require to confirm that the proposed sale complies with
the foregoing restrictions. We further understand that the Notes purchased by us
will bear a legend to the foregoing effect.

          4. We are an institutional "accredited investor" (as defined in Rule
501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and have
such knowledge and experience in financial and business matters as to be capable
of evaluating the merits and risks of our investment in the Notes, and we and
any accounts for which we are acting are each able to bear the economic risk of
our or its investment.

          5. We are acquiring the Notes or beneficial interest therein purchased
by us for our own account or for one or more accounts (each of which is an
institutional "accredited investor") as to each of which we exercise sole
investment discretion.

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

                                        ----------------------------------------
                                        [Insert Name of Accredited Investor]


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

Dated:
       ------------------------------


                                      D-2
<PAGE>
                                                                       EXHIBIT E

                          FORM OF NOTATION OF GUARANTEE

          For value received, each Guarantor (which term includes any successor
Person under the Indenture) has, jointly and severally, unconditionally
guaranteed on a senior secured basis, to the extent set forth in the Indenture
and subject to the provisions in the Indenture dated as of September 22, 2005
(the "Indenture") among InSight Health Services Corp. (the "Company"), InSight
Health Services Holdings Corp., the Subsidiary Guarantors (as defined in the
Indenture), and U.S. Bank National Association, as trustee (the "Trustee"), (a)
the due and punctual payment of the principal of, premium, if any, and interest
on the Notes (as defined in the Indenture), whether at maturity, by
acceleration, redemption or otherwise, the due and punctual payment of interest
on overdue principal and premium, and, to the extent permitted by law, interest,
and the due and punctual performance of all other obligations of the Company to
the Holders or the Trustee all in accordance with the terms of the Indenture and
(b) in case of any extension of time of payment or renewal of any Notes or any
of such other obligations, that the same will be promptly paid in full when due
or performed in accordance with the terms of the extension or renewal, whether
at stated maturity, by acceleration or otherwise. The obligations of the
Guarantors to the Holders of Notes and to the Trustee pursuant to the Guarantee
and the Indenture are (i) expressly set forth in Article Eleven of the Indenture
and (ii) are secured to the extent set forth in Article Ten of the Indenture,
and reference is hereby made to the Indenture for the precise terms of the
Guarantee. This Guarantee shall be governed by and construed in accordance with
the laws of the State of New York.

                                        [Name of Guarantor]


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


                                      E-1
<PAGE>
                                                                       EXHIBIT F

                         FORM OF SUPPLEMENTAL INDENTURE
                    TO BE DELIVERED BY SUBSEQUENT GUARANTORS

          Supplemental Indenture (this "Supplemental Indenture"), dated as of
_____________, among __________________ (the "Guaranteeing Subsidiary"), a
subsidiary of InSight Health Services Corp. (or its permitted successor), a
Delaware corporation (the "Company"), InSight Health Services Holdings Corp.,
the Subsidiary Guarantors (as defined in the Indenture referred to herein) and
U.S. Bank National Association, as trustee under the Indenture referred to below
(the "Trustee").

                                   WITNESSETH

          WHEREAS, the Company has heretofore executed and delivered to the
Trustee an indenture (the "Indenture"), dated as of September 22, 2005 providing
for the issuance of an aggregate principal amount of $300.0 million of Senior
Secured Floating Rate Notes due 2011 (the "Notes");

          WHEREAS, the Indenture provides that under certain circumstances the
Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental
indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally
guarantee all of the Company's obligations under the Notes and the Indenture on
the terms and conditions set forth herein (the "Guarantee"); and

          WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is
authorized to execute and deliver this Supplemental Indenture.

          NOW THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the receipt of which is hereby acknowledged, the
Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the
equal and ratable benefit of the Holders of the Notes as follows:

          1. Capitalized Terms. Capitalized terms used herein without definition
shall have the meanings assigned to them in the Indenture.

          2. Agreement to Guarantee. The Guaranteeing Subsidiary hereby agrees
as follows:

     (a) Along with all other Guarantors, to jointly and severally Guarantee to
each Holder of a Note authenticated and delivered by the Trustee and to the
Trustee and its successors and assigns, irrespective of the validity and
enforceability of the Indenture, the Notes or the obligations of the Company
hereunder or thereunder, that:

               (i) the principal of and interest on the Notes will be promptly
paid in full when due, whether at maturity, by acceleration, redemption or
otherwise, and interest on the overdue principal of and interest on the Notes,
if any, if lawful, and all other obligations of the
<PAGE>
Company to the Holders or the Trustee hereunder or thereunder will be promptly
paid in full or performed, all in accordance with the terms hereof and thereof;
and

               (ii) in case of any extension of time of payment or renewal of
any Notes or any of such other obligations, the same will be promptly paid in
full when due or performed in accordance with the terms of the extension or
renewal, whether at stated maturity, by acceleration or otherwise. Failing
payment when due of any amount so guaranteed or any performance so guaranteed
for whatever reason, the Guarantors shall be jointly and severally obligated to
pay the same immediately.

     (b) The obligations hereunder shall be unconditional, irrespective of the
validity, regularity or enforceability of the Notes or the Indenture, the
absence of any action to enforce the same, any waiver or consent by any Holder
of the Notes with respect to any provisions hereof or thereof, the recovery of
any judgment against the Company, any action to enforce the same or any other
circumstance that might otherwise constitute a legal or equitable discharge or
defense of a guarantor.

     (c) The following are hereby waived: diligence, presentment, demand of
payment, filing of claims with a court in the event of insolvency or bankruptcy
of the Company, any right to require a proceeding first against the Company,
protest, notice and all demands whatsoever.

     (d) This Guarantee shall not be discharged except by complete performance
of the obligations contained in the Notes and the Indenture.

     (e) If any Holder or the Trustee is required by any court or otherwise to
return to the Company, the Guarantors, or any Custodian, Trustee, liquidator or
other similar official acting in relation to either the Company or the
Guarantors, any amount paid by either to the Trustee or such Holder, this
Guarantee, to the extent theretofore discharged, shall be reinstated in full
force and effect.

     (f) The Guaranteeing Subsidiary shall not be entitled to any right of
subrogation in relation to the Holders in respect of any obligations guaranteed
hereby until payment in full of all obligations guaranteed hereby.

     (g) As between the Guarantors, on the one hand, and the Holders and the
Trustee, on the other hand, (x) the maturity of the obligations guaranteed
hereby may be accelerated as provided in Article Six of the Indenture for the
purposes of this Guarantee, notwithstanding any stay, injunction or other
prohibition preventing such acceleration in respect of the obligations
guaranteed hereby, and (y) in the event of any declaration of acceleration of
such obligations as provided in Article Six of the Indenture, such obligations
(whether or not due and payable) shall forthwith become due and payable by the
Guarantors for the purpose of this Guarantee.

          3. Execution and Delivery. Each Guaranteeing Subsidiary agrees that
the Guarantees shall remain in full force and effect notwithstanding any failure
to endorse on each Note a notation of such Guarantee.

          4. Guaranteeing Subsidiary May Consolidate, Etc., on Certain Terms.
<PAGE>
          Except as otherwise provided in Section 5.01(b) of the Indenture, a
Subsidiary Guarantor may not consolidate with or merge with or into any other
Person or convey, sell, assign, transfer, lease or otherwise dispose of its
properties and assets substantially as an entirety to any other Person (other
than the Company or another Subsidiary Guarantor) unless:

          (i) subject to the provisions of the second to the last paragraph of
     this Section 4, the Person formed by or surviving such consolidation or
     merger (if other than such Subsidiary Guarantor) or to which such
     properties and assets are transferred assumes all of the obligations of
     such Subsidiary Guarantor under the Indenture, its Guarantee to Security
     Documents and the Registration Rights Agreement, pursuant to agreements in
     form and substance reasonably satisfactory to the Trustee;

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

          (iii) the Subsidiary Guarantor delivers, or causes to be delivered, to
     the Trustee, in form and substance reasonably satisfactory to the Trustee,
     an Officers' Certificate and an Opinion of Counsel, each stating that such
     transaction complies with the requirements of this Indenture.

          For purposes of the foregoing, the transfer (by lease, assignment,
sale or otherwise, in a single transaction or series of transactions) of all or
substantially all of the properties or assets of one or more Restricted
Subsidiaries, the Capital Stock of which constitutes all or substantially all of
the properties and assets of the Company, shall be deemed to be the transfer of
all or substantially all of the properties and assets of the Company.

          In case of any such consolidation, merger, sale or conveyance and upon
the assumption by the successor Person, by supplemental indenture, executed and
delivered to the Trustee and reasonably satisfactory in form to the Trustee, of
the Guarantee endorsed upon the Notes and the due and punctual performance of
all of the covenants and conditions of the Indenture to be performed by a
Guarantor, such successor Person shall succeed to and be substituted for a
Guarantor with the same effect as if it had been named herein as a Guarantor.
Such successor Person thereupon may cause to be signed any or all of the
Guarantees to be endorsed upon all of the Notes issuable hereunder which
theretofore shall not have been signed by the Company and delivered to the
Trustee. All the Guarantees so issued shall in all respects have the same legal
rank and benefit under the Indenture as the Guarantees theretofore and
thereafter issued in accordance with the terms of the Indenture as though all of
such Guarantees had been issued at the date of the execution hereof.

          5. Releases.

          (a) A Subsidiary Guarantor will be deemed automatically and
unconditionally released and discharged from all of its obligations under its
Guarantee without any further action on the part of the Trustee or any Holder of
the Notes upon a sale or other disposition to a Person not an Affiliate of the
Company of all of the Capital Stock of, or all or substantially all of the
assets of, such Subsidiary Guarantor, by way of merger, consolidation or
otherwise, which
<PAGE>
transaction is carried out in accordance with Section 4.10 hereof; provided that
any such termination shall occur (x) only to the extent that all obligations of
such Subsidiary Guarantor under all of its guarantees of, and under all of its
pledges of assets or other security interests which secure any Indebtedness of
the Company shall also terminate upon such sale, disposition or release and (y)
only if the Trustee is furnished with written notice of such release together
with an Officers' Certificate from such Subsidiary Guarantor to the effect that
all of the conditions to release in this Section 5 have been satisfied.

          (b) Any Guarantor not released from its obligations under its
Guarantee shall remain liable for the full amount of principal of and interest
on the Notes and for the other obligations of any Guarantor under the Indenture
as provided in Article Eleven of the Indenture.

          6. No Recourse Against Others. No past, present or future director,
officer, employee, incorporator or stockholder of the Parent, the Company or any
Subsidiary Guarantor, as such, shall have any liability for any obligations of
the Parent, the Company or the Subsidiary Guarantors under the Notes, the
Indenture, the Guarantees or for any claim based on, in respect of, or by reason
of, such obligations or their creation. Each Holder of Notes by accepting a Note
waives and releases all such liability. The waiver and release are part of the
consideration for issuance of the Notes. The waiver may not be effective to
waive liabilities under the federal securities laws.

          7. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK
SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE BUT WITHOUT
GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT
THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

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

          9. Effect of Headings. The Section headings herein are for convenience
only and shall not affect the construction hereof.

          10. Trustee. The Trustee shall not be responsible in any manner
whatsoever for or in respect of the validity or sufficiency of this Supplemental
Indenture or for or in respect of the recitals contained herein, all of which
recitals are made solely by the Guaranteeing Subsidiary and the Company.
<PAGE>
          IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed and attested, all as of the date first above
written.

Dated:                 ,
       ----------------  ----

                                        [Guaranteeing Subsidiary]


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


                                        INSIGHT HEALTH SERVICES HOLDINGS CORP.


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


                                        INSIGHT HEALTH SERVICES CORP.


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


                                        WILKES-BARRE IMAGING, L.L.C.

                                        By: InSight Health Corp., as the sole
                                            member and sole manager


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


                                        MRI ASSOCIATES, L.P.

                                        By: InSight Health Corp., as the general
                                            partner


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------
<PAGE>
                                        VALENCIA MRI, LLC
                                        ORANGE COUNTY REGIONAL PET CENTER -
                                        IRVINE, LLC
                                        SAN FERNANDO VALLEY REGIONAL PET
                                        CENTER, LLC

                                        By: InSight Health Corp., as the sole
                                            member


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


                                        PARKWAY IMAGING CENTER, LLC


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
<PAGE>
                                        INSIGHT HEALTH CORP.
                                        OPEN MRI, INC.
                                        MAXUM HEALTH CORP.
                                        RADIOSURGERY CENTERS, INC.
                                        DIAGNOSTIC SOLUTIONS CORP.
                                        MAXUM HEALTH SERVICES OF NORTH TEXAS,
                                        INC.
                                        MAXUM HEALTH SERVICES OF DALLAS, INC.
                                        NDDC, INC.
                                        SIGNAL MEDICAL SERVICES, INC.
                                        INSIGHT IMAGING SERVICES CORP.
                                        COMPREHENSIVE MEDICAL IMAGING, INC.
                                        COMPREHENSIVE MEDICAL IMAGING CENTERS,
                                        INC.
                                        COMPREHENSIVE MEDICAL IMAGING-
                                        BILTMORE, INC.
                                        COMPREHENSIVE OPEN MRI-EAST MESA, INC.
                                        TME ARIZONA, INC.
                                        COMPREHENSIVE MEDICAL IMAGING-FREMONT,
                                        INC.
                                        COMPREHENSIVE MEDICAL IMAGING-SAN
                                        FRANCISCO, INC.
                                        COMPREHENSIVE OPEN MRI-GARLAND, INC.
                                        IMI OF ARLINGTON, INC.
                                        COMPREHENSIVE MEDICAL IMAGING-FAIRFAX,
                                        INC.
                                        IMI OF KANSAS CITY, INC.
                                        COMPREHENSIVE MEDICAL IMAGING-
                                        BAKERSFIELD, INC.


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------
<PAGE>
                                        MAXUM HEALTH SERVICES CORP.


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


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


                                        COMPREHENSIVE OPEN MRI-
                                        CARMICHAEL/FOLSOM, LLC
                                        SYNCOR DIAGNOSTICS SACRAMENTO, LLC
                                        SYNCOR DIAGNOSTICS BAKERSFIELD, LLC

                                        By: Comprehensive Medical Imaging, Inc.
                                            and Comprehensive Medical Imaging
                                            Centers, Inc., as the members


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------
<PAGE>
                                        PHOENIX REGIONAL PET
                                        CENTER-THUNDERBIRD, LLC

                                        By: Comprehensive Medical Imaging
                                            Centers, Inc., as the sole member


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


                                        MESA MRI
                                        MOUNTAIN VIEW MRI
                                        LOS GATOS IMAGING CENTER
                                        WOODBRIDGE MRI
                                        JEFFERSON MRI-BALA
                                        JEFFERSON MRI

                                        By: Comprehensive Medical Imaging, Inc.
                                            and Comprehensive Medical Imaging
                                            Centers, Inc., as the members


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------
<PAGE>
                                        U.S. Bank National Association,
                                        as Trustee


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