<PAGE>
                                                                    EXHIBIT 10.8

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


                                 AAIPHARMA INC.

                     11% SENIOR SUBORDINATED NOTES DUE 2010




                                   ---------

                                   INDENTURE

                           Dated as of March 28, 2002

                                   ---------



                                   ---------

                           FIRST UNION NATIONAL BANK

                                   AS TRUSTEE


                                   ---------


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<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
   (b)(1)......................................................................................N.A.
   (b)(2)......................................................................................7.06, 7.07
   (c).........................................................................................7.06, 13.02
   (d).........................................................................................7.06
314(a).........................................................................................13.05
   (b).........................................................................................N.A.
   (c)(1)......................................................................................N.A.
   (c)(2)......................................................................................N.A.
   (c)(3)......................................................................................N.A.
   (d).........................................................................................N.A.
   (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
317(a)(1)......................................................................................N.A.
   (a)(2)......................................................................................N.A.
   (b).........................................................................................N.A.
318(a).........................................................................................N.A.
   (b).........................................................................................N.A.
   (c).........................................................................................13.01
</TABLE>

---------

N.A. means not applicable.

* This Cross-Reference Table is not part of the Indenture.

<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........................................................................20
Section 1.03          Incorporation by Reference of Trust Indenture Act........................................20
Section 1.04          Rules of Construction....................................................................21

                                                    ARTICLE TWO
                                                     THE NOTES

Section 2.01          Form and Dating..........................................................................21
Section 2.02          Execution and Authentication.............................................................23
Section 2.03          Methods of Receiving Payments on the Notes...............................................23
Section 2.04          Registrar and Paying Agent...............................................................23
Section 2.05          Paying Agent to Hold Money in Trust......................................................24
Section 2.06          Holder Lists.............................................................................24
Section 2.07          Transfer and Exchange....................................................................24
Section 2.08          Replacement Notes........................................................................37
Section 2.09          Outstanding Notes........................................................................37
Section 2.10          Treasury Notes...........................................................................38
Section 2.11          Temporary Notes..........................................................................38
Section 2.12          Cancellation.............................................................................38
Section 2.13          Defaulted Interest.......................................................................38
Section 2.14          CUSIP Numbers............................................................................39

                                                   ARTICLE THREE
                                            REDEMPTION AND PREPAYMENT;
                                            SATISFACTION AND DISCHARGE

Section 3.01          Notices to Trustee.......................................................................39
Section 3.02          Selection of Notes to Be Redeemed........................................................39
Section 3.03          Notice of Redemption.....................................................................40
Section 3.04          Effect of Notice of Redemption...........................................................41
Section 3.05          Deposit of Redemption Price..............................................................41
Section 3.06          Notes Redeemed in Part...................................................................41
Section 3.07          Optional Redemption......................................................................41
Section 3.08          Mandatory Redemption.....................................................................42
Section 3.09          Repurchase Offers........................................................................42
Section 3.10          Application of Trust Money...............................................................44
</TABLE>


                                       i
<PAGE>


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

Section 4.01          Payment of Notes.........................................................................44
Section 4.02          Maintenance of Office or Agency..........................................................45
Section 4.03          Reports..................................................................................45
Section 4.04          Compliance Certificate...................................................................46
Section 4.05          Taxes....................................................................................47
Section 4.06          Stay, Extension and Usury Laws...........................................................47
Section 4.07          Restricted Payments......................................................................47
Section 4.08          Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries................50
Section 4.09          Incurrence of Indebtedness and Issuance of Preferred Stock...............................52
Section 4.10          Asset Sales..............................................................................54
Section 4.11          Transactions with Affiliates.............................................................56
Section 4.12          Liens....................................................................................57
Section 4.13          Business Activities......................................................................57
Section 4.14          Limitation on Senior Subordinated Debt...................................................57
Section 4.15          Offer to Repurchase upon a Change of Control.............................................57
Section 4.16          Limitation on Issuances and Sales of Equity Interests in Restricted Subsidiaries.........59
Section 4.17          Designation of Restricted and Unrestricted Subsidiaries..................................59
Section 4.18          Payments for Consent.....................................................................60
Section 4.19          Limitations on Issuances of Guarantees of Indebtedness...................................60
Section 4.20          Sale and Leaseback Transactions..........................................................60
Section 4.21          Additional Subsidiary Guarantees.........................................................61

                                                   ARTICLE FIVE
                                                    SUCCESSORS

Section 5.01          Merger Consolidation or Sale of Assets...................................................61

                                                    ARTICLE SIX
                                               DEFAULTS AND REMEDIES

Section 6.01          Events of Default........................................................................62
Section 6.02          Acceleration.............................................................................63
Section 6.03          Other Remedies...........................................................................64
Section 6.04          Waiver of Past Defaults..................................................................64
Section 6.05          Control by Majority......................................................................65
Section 6.06          Limitation on Suits......................................................................65
Section 6.07          Rights of Holders of Notes to Receive Payment............................................65
Section 6.08          Collection Suit by Trustee...............................................................66
Section 6.09          Trustee May File Proofs of Claim.........................................................66
Section 6.10          Priorities...............................................................................66
Section 6.11          Undertaking for Costs....................................................................67
</TABLE>


                                      ii
<PAGE>


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

Section 7.01          Duties of Trustee........................................................................67
Section 7.02          Certain Rights of Trustee................................................................68
Section 7.03          Individual Rights of Trustee.............................................................69
Section 7.04          Trustee's Disclaimer.....................................................................69
Section 7.05          Notice of Defaults.......................................................................69
Section 7.06          Reports by Trustee to Holders of the Notes...............................................70
Section 7.07          Compensation and Indemnity...............................................................70
Section 7.08          Replacement of Trustee...................................................................71
Section 7.09          Successor Trustee by Merger, Etc.........................................................72
Section 7.10          Eligibility; Disqualification............................................................72
Section 7.11          Preferential Collection of Claims Against Company........................................72

                                                   ARTICLE EIGHT
                                        DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01          Option to Effect Legal Defeasance or Covenant Defeasance.................................72
Section 8.02          Legal Defeasance and Discharge...........................................................72
Section 8.03          Covenant Defeasance......................................................................73
Section 8.04          Conditions to Legal or Covenant Defeasance...............................................74
Section 8.05          Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous
                      Provisions...............................................................................75
Section 8.06          Repayment to the Company.................................................................75
Section 8.07          Reinstatement............................................................................76

                                                   ARTICLE NINE
                                         AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01          Without Consent of Holders of Notes......................................................76
Section 9.02          With Consent of Holders of Notes.........................................................77
Section 9.03          Compliance with Trust Indenture Act......................................................79
Section 9.04          Revocation and Effect of Consents........................................................79
Section 9.05          Notation on or Exchange of Notes.........................................................79
Section 9.06          Trustee to Sign Amendments, Etc..........................................................79

                                                    ARTICLE TEN
                                                   SUBORDINATION

Section 10.01         Agreement to Subordinate.................................................................79
Section 10.02         Liquidation; Dissolution; Bankruptcy.....................................................80
Section 10.03         Default on Designated Senior Debt........................................................80
Section 10.04         Acceleration of Notes....................................................................81
Section 10.05         When Distribution Must Be Paid Over......................................................81
Section 10.06         Notice by the Company....................................................................81
Section 10.07         Subrogation..............................................................................82
</TABLE>


                                      iii
<PAGE>

<TABLE>
<S>                                                                                                            <C>
Section 10.08         Relative Rights..........................................................................82
Section 10.09         Subordination May Not Be Impaired by the Company.........................................82
Section 10.10         Distribution or Notice to Representative.................................................82
Section 10.11         Rights of Trustee and Paying Agent.......................................................83
Section 10.12         Authorization to Effect Subordination....................................................83

                                                  ARTICLE ELEVEN
                                               SUBSIDIARY GUARANTEES

Section 11.01         Guarantee................................................................................83
Section 11.02         Subordination of Subsidiary Guarantee....................................................84
Section 11.03         Limitation on Guarantor Liability........................................................85
Section 11.04         Execution and Delivery of Subsidiary Guarantee...........................................85
Section 11.05         Guarantors May Consolidate, Etc., on Certain Terms.......................................85
Section 11.06         Releases Following Sale of Assets........................................................86

                                                  ARTICLE TWELVE
                                            SATISFACTION AND DISCHARGE

Section 12.01         Satisfaction and Discharge...............................................................87
Section 12.02         Deposited Money and Government Securities to Be Held in Trust; Other
                      Miscellaneous Provisions.................................................................88
Section 12.03         Repayment to the Company.................................................................88

                                                 ARTICLE THIRTEEN
                                                   MISCELLANEOUS

Section 13.01         Trust Indenture Act Controls.............................................................89
Section 13.02         Notices..................................................................................89
Section 13.03         Communication by Holders of Notes with Other Holders of Notes............................90
Section 13.04         Certificate and Opinion as to Conditions Precedent.......................................90
Section 13.05         Statements Required in Certificate or Opinion............................................90
Section 13.06         Rules by Trustee and Agents..............................................................91
Section 13.07         No Personal Liability of Directors, Officers, Employees and Stockholders.................91
Section 13.08         Liquidated Damages.......................................................................91
Section 13.09         Governing Law............................................................................91
Section 13.10         Consent to Jurisdiction..................................................................92
Section 13.11         No Adverse Interpretation of Other Agreements............................................92
Section 13.12         Successors...............................................................................92
Section 13.13         Severability.............................................................................92
Section 13.14         Counterpart Originals....................................................................92
Section 13.15         Acts of Holders..........................................................................92
Section 13.16         Benefit of Indenture.....................................................................94
Section 13.17         Table of Contents, Headings, Etc.........................................................94
</TABLE>


                                      iv
<PAGE>


                                    EXHIBITS

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


                                       v
<PAGE>


                  INDENTURE dated as of March 28, 2002 among aaiPharma Inc., a
Delaware corporation (the "COMPANY"), the Guarantors and First Union National
Bank, as trustee.

                  The Company (as defined below), the 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 11%
Senior Subordinated Notes due 2010:

                                  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 DEBT" means, with respect to any specified Person:
(i) Indebtedness of any other Person existing at the time such other Person is
merged with or into or became a Subsidiary of such specified Person, whether or
not such Indebtedness is incurred in connection with, or in contemplation of,
such other Person merging with or into, or becoming a Subsidiary of, such
specified Person, and (ii) Indebtedness secured by a Lien encumbering any asset
acquired by such specified Person.

                  "ADDITIONAL NOTES" means Notes (other than the Notes issued
on the date hereof) with a maximum aggregate principal amount of $125.0 million
issued under this Indenture in accordance with Sections 2.02 and 4.09 hereof.

                  "AFFILIATE" of any specified Person means any other Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with such specified Person. For purposes of this definition,
"control," as used with respect to any Person, shall mean the possession,
directly or indirectly, of the power to direct or cause the direction of the
management or policies of such Person, whether through the ownership of voting
securities, by agreement or otherwise; provided that beneficial ownership of
10% or more of the Voting Stock of a Person shall be deemed to be control. For
purposes of this definition, the terms "controlling," "controlled by" and
"under common control with" shall have correlative meanings.

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

                  "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.

                  "APPROVED AFFILIATE AGREEMENTS" means: (i) the Preferred
Stock Purchase Agreement by and among Applied Analytical Industries, Inc., GS
Capital Partners II, L.P., GS


<PAGE>


Capital Partners II Offshore, L.P., Goldman, Sachs & Co. Verwaltungs GmbH,
Stone Street Fund 1995, L.P., Bridge Street Fund 1995, L.P., Noro-Moseley
Partners III, L.P., Wakefield Group Limited Partnership and James L. Waters,
dated as of November 17, 1995; (ii) Stockholder Agreement by and among Applied
Analytical Industries, Inc., GS Capital Partners II, L.P., GS Capital Partners
Offshore, L.P., Goldman, Sachs & Co. Verwaltungs GmbH, Stone Street Fund 1995,
L.P., Bridge Street Fund 1995, L.P., Noro-Moseley Partners III, L.P., Wakefield
Group Limited Partnership, James L. Waters, Frederick D. Sancilio, and the
parties set forth on Schedule 1 thereto, dated as of November 17, 1995; (iii)
Registration Rights Agreement among Applied Analytical Industries, Inc., GS
Capital Partners II, L.P., GS Capital Partners II Offshore, L.P., Goldman,
Sachs & Co. Verwaltungs GmbH, Stone Street Fund 1995, L.P., Bridge Street Fund
1995, L.P., Noro-Moseley Partners III, L.P., Wakefield Group Limited
Partnership, James L. Waters and Frederick D. Sancilio, dated as of November
17, 1995; (iv) Technology Assignment Agreement by and between Applied
Analytical Industries, Inc. and GenerEst, Inc., dated as of April 25, 1994; (v)
Development Agreement by and between Applied Analytical Industries, Inc. and
GenerEst, Inc., dated as of April 25, 1994; (vi) Securityholders Agreement
among Endeavor Pharmaceuticals Inc. and the securityholders named therein,
dated as of August 8, 2000; (vii) Accord and Satisfaction Letter Agreement:
Payment for Services Rendered Through January 31, 2000 by and between Applied
Analytical Industries, Inc. and Endeavor Pharmaceuticals Inc. dated as of
February 22, 2000; (viii) License, Commercialization and Manufacturing
Agreement between Endeavor Pharmaceuticals Inc. and Zenith Goldline
Pharmaceuticals, Inc., dated as of September 30, 1999; (ix) Subscription
Agreement by and between Aesgen, Inc. and aaiPharma Inc., dated as of October
19, 2001; (x) Project Sales Agreement by and between Aesgen, Inc. and aaiPharma
Inc., dated as of December 21, 2001; (xi) Document Imaging of Data Packages and
Laboratory Notebooks by and between PharmComm and Applied Analytical
Industries, Inc., dated as of August 13, 1999; (xii) Stockholders' Agreement by
and among Aesgen, Inc., Applied Analytical Industries, Inc., Mayo Foundation
for Medical Education and Research, Medical Innovation Fund II, a Limited
Partnership, Mova Pharmaceutical Corporation, Noro-Moseley Partners III, L.P.,
Wakefield Group Limited Partnership and the individuals listed on Schedule 1
attached thereto, dated as of April 4, 1995; and (xiii) Product Sales Agreement
by and between Aesgen, Inc. and aaiPharma Inc., dated as of February 12, 2002,
in each case as in effect on the Closing Date.

                  "ASSET SALE" means: (1) the sale, lease, conveyance or other
disposition of any assets or rights; provided that the sale, conveyance or
other disposition of all or substantially all of the assets of the Company and
its Restricted Subsidiaries taken as a whole will be governed by Sections 4.15
and/or 5.01 hereof and not by Section 4.10 hereof; and (2) the issuance of
Equity Interests by any of the Company's Restricted Subsidiaries or the sale of
Equity Interests in any of its Subsidiaries.

                  Notwithstanding the preceding, the following items shall not
be deemed to be Asset Sales:

                  (1)               any single transaction or series of related
         transactions that involves assets having a fair market value of less
         than $1.0 million;

                  (2)      a transfer of assets between or among the Company
         and its Restricted Subsidiaries;


                                       2
<PAGE>


                  (3)      an issuance of Equity Interests by a Restricted
         Subsidiary to the Company or to another Restricted Subsidiary;

                  (4)      the sale, lease, license or other disposition of
         equipment, inventory, accounts receivable or other assets in the
         ordinary course of business;

                  (5)      the sale, lease, license or other disposition of
         intellectual property, know-how, developed pharmaceutical products,
         drug-delivery technologies and pharmaceutical product development
         research and testing results in the ordinary course of business;

                  (6)      the sale or other disposition of cash or Cash
         Equivalents;

                  (7)      the sale or exchange of equipment in connection with
         the purchase or other acquisition of other equipment, in each case in
         the ordinary course of business; and

                  (8)      any Restricted Payment that is permitted by Section
         4.07 hereof.

                  "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 shall be calculated using a discount rate equal to
the rate of interest implicit in such transaction, determined in accordance
with GAAP.

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

                  "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 OF DIRECTORS" means: (i) with respect to a
corporation, the board of directors of the corporation or any committee thereof
duly authorized to act on behalf of such board; (ii) with respect to a
partnership, the board of directors of the general partner of the partnership
or any committee thereof duly authorized to act on behalf of such board; and
(iii) with respect to any other Person, the board or committee of such Person
serving a similar function.

                  Unless otherwise stated, "Board of Directors" refers to the
Company's board of directors.

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

                  "BUSINESS DAY" means any day other than a Legal Holiday.


                                       3
<PAGE>


                  "CAPITAL LEASE OBLIGATION" means, at the time any
determination thereof is to be made, the amount of the liability in respect of
a capital lease that would at that time be required to be capitalized on a
balance sheet in accordance with GAAP.

                  "CAPITAL STOCK" means (i) in the case of a corporation,
corporate stock; (ii) in the case of an association or a business entity, any
and all shares, interests, participations, rights or other equivalents (however
designated) of corporate stock; (iii) in the case of a partnership or limited
liability company, partnership or membership interests (whether general or
limited); and (iv) any other interest or participation that confers on a Person
the right to receive a share of the profits and losses of, or distributions of
assets of, the issuing Person.

                  "CASH EQUIVALENTS" means: (i) U.S. dollars; (ii) securities
issued or directly and fully guaranteed or insured by the U.S. government or
any agency or instrumentality thereof (provided that the full faith and credit
of the U.S. is pledged in support thereof) having maturities of not more than
one year from the date of acquisition; (iii) certificates of deposit and
eurodollar time deposits with maturities of one year or less from the date of
acquisition, bankers' acceptances with maturities not exceeding one year and
overnight bank deposits, in each case, with any domestic commercial bank having
capital and surplus in excess of $500.0 million and a Thomson Bank Watch Rating
of "B" or better; (iv) repurchase obligations with a term of not more than
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; (v) commercial paper having the
highest rating obtainable from Moody's Investors Service, Inc. or Standard &
Poor's Rating Services and in each case maturing within one year after the date
of acquisition; and (vi) money market funds at least 95% of the assets of which
constitute Cash Equivalents of the kinds described in clauses (i) through (v)
of this definition.

                  "CHANGE OF CONTROL" means the occurrence of any of the
following: (i) 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 Restricted Subsidiaries, taken as a whole, to any
"person" (as that term is used in Section 13(d)(3) of the Exchange Act) other
than the Principal or Related Parties thereof; (ii) the adoption of a plan
relating to the liquidation or dissolution of the Company; (iii) any "person"
or "group" (as such terms are used in Sections 13(d) and 14(d) of the Exchange
Act) other than the Principal and Related Parties thereof, becomes the
Beneficial Owner, directly or indirectly, of 35% or more of the voting power of
all classes of Voting Stock of the Company; (iv) the first day on which a
majority of the members of the Board of Directors of the Company are not
Continuing Directors; or (v) the Company consolidates with, or merges with or
into, any Person, or any Person consolidates with, or merges with or into the
Company, in any such event pursuant to a transaction in which any of the
outstanding Voting Stock of the Company or such other Person is converted into
or exchanged for cash, securities or other property, other than any such
transaction where (A) the Voting Stock of the Company outstanding immediately
prior to such transaction is converted into or exchanged for Voting Stock
(other than Disqualified Stock) of the surviving or transferee Person
constituting a majority of the outstanding shares of such Voting Stock of such
surviving or transferee Person (immediately after giving effect to such
issuance) and (B) immediately after such transaction, no "person" or "group"
(as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), other
than the Principal and Related Parties thereof, becomes, directly or
indirectly, the


                                       4
<PAGE>


Beneficial Owner of 35% or more of the voting power of all classes of Voting
Stock of the Company.

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

                  "CLOSING DATE" means the Issue Date.

                  "COMPANY" means aaiPharma Inc.

                  "CONSOLIDATED CASH FLOW" means, with respect to any specified
Person for any period, the Consolidated Net Income of such Person for such
period plus (i) provision for taxes based on income or profits of such Person
and its Restricted Subsidiaries for such period, to the extent that such
provision for taxes was deducted in computing such Consolidated Net Income;
plus (ii) consolidated interest expense of such Person and its Restricted
Subsidiaries for such period, whether or not paid or accrued and whether or not
capitalized (including, without limitation, amortization of debt issuance costs
and original issue discount, non-cash interest payments, the interest component
of any deferred payment obligations, the interest component of all payments
associated with Capital Lease Obligations, imputed interest with respect to
Attributable Debt, commissions, discounts and other fees and charges incurred
in respect of letter of credit or bankers' acceptance financings, and net of
the effect of all payments made or received pursuant to Hedging Obligations),
to the extent that any such expense was deducted in computing such Consolidated
Net Income; plus (iii) depreciation, amortization (including amortization of
goodwill and other intangibles but excluding amortization of prepaid cash
expenses that were paid in a prior period) and all other non-cash expenses
(excluding any such non-cash expense to the extent that it represents an
accrual of or reserve for cash expenses in any future period or amortization of
a prepaid cash expense that was paid in a prior period) of such Person and its
Subsidiaries for such period to the extent that such depreciation, amortization
and other non-cash expenses were deducted in computing such Consolidated Net
Income; minus (iv) non-cash items increasing such Consolidated Net Income for
such period, other than the accrual of revenue in the ordinary course of
business, in each case, on a consolidated basis and determined in accordance
with GAAP.

Notwithstanding the preceding, the provision for taxes based on the income or
profits of, and the depreciation and amortization and other non-cash expenses
of, a Restricted Subsidiary of the Company shall be added to Consolidated Net
Income to compute Consolidated Cash Flow of the Company only to the extent that
a corresponding amount would be permitted at the date of determination to be
dividended to the Company by such Restricted Subsidiary without prior
governmental approval (that has not been obtained), and without direct or
indirect restriction pursuant to the terms of its charter and all agreements,
instruments, judgments, decrees, orders, statutes, rules and governmental
regulations applicable to that Subsidiary or its stockholders.

                  "CONSOLIDATED NET INCOME" means, with respect to any
specified Person for any period, the aggregate of the Net Income of such Person
and its Subsidiaries for such period, on a consolidated basis, determined in
accordance with GAAP; provided that (i) the Net Income (but not loss) of any
Person that is not the specified Person or a Restricted Subsidiary or that is
accounted for by the equity method of accounting shall be included only to the
extent of the amount of dividends or distributions paid in cash to the
specified Person or a Wholly Owned


                                       5
<PAGE>


Restricted Subsidiary thereof; (ii) the Net Income of any Restricted Subsidiary
shall be excluded to the extent that the declaration or payment of dividends or
similar distributions by that Restricted Subsidiary of that Net Income is not
at the date of determination permitted without any prior governmental approval
(that has not been obtained) or, directly or indirectly, by operation of the
terms of its charter or any agreement, instrument, judgment, decree, order,
statute, rule or governmental regulation applicable to that Restricted
Subsidiary or its stockholders; (iii) the Net Income of any Person acquired in
a pooling of interests transaction for any period prior to the date of such
acquisition shall be excluded; (iv) the cumulative effect of a change in
accounting principles shall be excluded; and (v) the Net Income (but not loss)
of any Unrestricted Subsidiary shall be excluded, unless distributed to the
specified Person or one of its Subsidiaries.

                  "CONSOLIDATED NET WORTH" means, with respect to any specified
Person as of any date, the sum of (i) the consolidated equity of the common
stockholders of such Person and its consolidated Restricted Subsidiaries as of
such date; plus (ii) the respective amounts reported on such Person's balance
sheet as of such date with respect to any series of preferred stock (other than
Disqualified Stock) that by its terms is not entitled to the payment of
dividends unless such dividends may be declared and paid only out of net
earnings in respect of the year of such declaration and payment, but only to
the extent of any cash received by such Person upon issuance of such preferred
stock.

                  "CONTINUING DIRECTORS" means, as of any date of
determination, any member of the Board of Directors of the Company who: (i) was
a member of such Board of Directors on the date hereof; (ii) was nominated for
election or elected to such Board of Directors with the approval of a majority
of the Continuing Directors who were members of such Board at the time of such
nomination or election; or (iii) was nominated by the Principal or Related
Parties thereof.

                  "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 that certain Credit Agreement, dated
as of March 28, 2002, by and among the Company, the guarantor subsidiaries
named therein, Bank of America, N.A., as Administrative Agent, and the other
Lenders named therein, including any related notes, guarantees, collateral
documents, instruments and agreements executed in connection therewith, and in
each case as amended, modified, renewed, refunded, rearranged, replaced or
refinanced from time to time.

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


                                       6
<PAGE>


                  "CURRENCY AGREEMENT" means, in respect of a Person, any
foreign exchange contract, currency swap agreement or other similar agreement
to which such Person is a party or beneficiary.

                  "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 with the passage of
time or the giving of notice 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.

                  "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 SENIOR DEBT" means: (i) any Indebtedness
outstanding under the Credit Agreement; and (ii) after payment in full in cash
of all Obligations under the Credit Agreement, any other Senior Debt permitted
under this Indenture the principal amount of which is $25.0 million or more and
that has been designated by the Company as "Designated Senior Debt."

                  "DISQUALIFIED STOCK" means any Capital Stock that, by its
terms (or by the terms of any security into which it is convertible, or for
which it is exchangeable, in each case at the option of the holder thereof), or
upon the happening of any event, matures or is mandatorily redeemable, pursuant
to a sinking fund obligation or otherwise, or redeemable at the option of the
holder thereof, in whole or in part, on or prior to the date that is 91 days
after the date on which the Notes mature. Notwithstanding the preceding
sentence, any Capital Stock that would constitute Disqualified Stock solely
because the holders thereof have the right to require the Company to repurchase
such Capital Stock upon the occurrence of a change of control or an asset sale
shall not constitute Disqualified Stock if the terms of such Capital Stock
provide that the Company may not repurchase or redeem any such Capital Stock
pursuant to such provisions unless such repurchase or redemption complies with
Section 4.07.

                  "DOMESTIC SUBSIDIARY" means any Restricted Subsidiary that
was formed under the laws of the U.S. or any state thereof or the District of
Columbia or that guarantees or otherwise provides direct credit support for any
Indebtedness of the Company.

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

                  "EQUITY ISSUANCE" means a public or private offering of
Capital Stock (other than Disqualified Stock) of the Company.


                                       7
<PAGE>


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

                  "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.

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

                  "EXISTING INDEBTEDNESS" means the aggregate principal amount
of Indebtedness of the Company and its Subsidiaries (other than Indebtedness
under the Credit Agreement) in existence on the date hereof, until such amounts
are repaid.

                  "FIXED CHARGES" means, with respect to any specified Person
for any period, the sum, without duplication, of: (i) the consolidated interest
expense of such Person and its Restricted Subsidiaries for such period, whether
paid or accrued, including, without limitation, amortization of debt issuance
costs and original issue discount, non-cash interest payments, the interest
component of any deferred payment obligations, the interest component of all
payments associated with Capital Lease Obligations, imputed interest with
respect to Attributable Debt, commissions, discounts and other fees and charges
incurred in respect of letters of credit or bankers' acceptance financings, and
net of the effect of all payments made or received pursuant to Hedging
Obligations; plus (ii) the consolidated interest of such Person and its
Restricted Subsidiaries that was capitalized during such period; plus (iii) any
interest expense on Indebtedness of another Person that is Guaranteed by such
Person or one of its Restricted Subsidiaries or secured by a Lien on assets of
such Person or one of its Restricted Subsidiaries, whether or not such
Guarantee or Lien is called upon; plus (iv) the product of (a) all dividends,
whether paid or accrued and whether or not in cash, on any series of
Disqualified Stock or preferred stock of such Person or any of its Restricted
Subsidiaries, other than dividends on Equity Interests payable solely in Equity
Interests of the Company (other than Disqualified Stock) or to the Company or a
Restricted Subsidiary of the Company, times (b) a fraction, the numerator of
which is one and the denominator of which is one minus the then current
combined federal, state and local statutory tax rate of such Person, expressed
as a decimal, in each case, on a consolidated basis and in accordance with
GAAP; provided, however, that Fixed Charges will not include any extraordinary
gain or loss from extinguishment of Indebtedness, including the write-off of
debt issuance costs.

                  "FIXED CHARGE COVERAGE RATIO" means, with respect to any
specified Person for any period, the ratio of the Consolidated Cash Flow of
such Person for such period to the Fixed Charges of such Person for such
period. In the event that the specified Person or any of its Subsidiaries
incurs, assumes, Guarantees, repays, repurchases or redeems any Indebtedness
(other than revolving credit borrowings) or issues, repurchases or redeems
preferred stock subsequent to the commencement of the period for which the
Fixed Charge Coverage Ratio is being calculated and on or prior to the date on
which the event for which the calculation of the Fixed Charge Coverage Ratio is
made (the "CALCULATION DATE"), then the Fixed Charge Coverage Ratio shall be
calculated giving pro forma effect to such incurrence, assumption,


                                       8
<PAGE>


Guarantee, repayment, repurchase or redemption of Indebtedness, or such
issuance, repurchase or redemption of preferred stock, and the use of the
proceeds therefrom as if the same had occurred at the beginning of the
applicable four-quarter reference period.

                  In addition, for purposes of calculating the Fixed Charge
Coverage Ratio:

                  (1)      acquisitions and dispositions that have been made by
         the specified Person or any of its Restricted Subsidiaries, including
         through mergers or consolidations and including any related financing
         transactions, during the four-quarter reference period or subsequent
         to such reference period and on or prior to the Calculation Date shall
         be given pro forma effect as if they had occurred on the first day of
         the four-quarter reference period and Consolidated Cash Flow for such
         reference period shall be calculated on a pro forma basis in
         accordance with Regulation S-X under the Securities Act;

                  (2)      the Consolidated Cash Flow attributable to
         discontinued operations, as determined in accordance with GAAP, and
         operations or businesses disposed of prior to the Calculation Date,
         shall be excluded; and

                  (3)      the Fixed Charges attributable to discontinued
         operations, as determined in accordance with GAAP, and operations or
         businesses disposed of prior to the Calculation Date, shall be
         excluded, but only to the extent that the obligations giving rise to
         such Fixed Charges shall not be obligations of the specified Person or
         any of its Restricted Subsidiaries following the Calculation Date.

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

                  "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.

                  "GOVERNMENT SECURITIES" means securities that are (a) direct
obligations of the United States of America for the payment of which its full
faith and credit is pledged or (b) obligations of a person controlled or
supervised by and acting as an agency or instrumentality of the United States
of America, the 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 Company, and shall also
include a depository receipt issued by a bank (as defined in Section 3(a)(2) of
the Securities Act) as a custodian with respect to any such U.S. Government
obligation or a specific payment of principal of or interest on any such U.S.
Government obligation held by such custodian for the account of the holder of
such depository receipt. However, except as required by law, such custodian is
not authorized to


                                       9
<PAGE>


make any deduction from the amount payable to the holder of such depository
receipt from any amount received by the custodian in respect of the U.S.
Government obligation or the specific payment of principal of or interest on
the U.S. Government obligation evidenced by such depository receipt.

                  "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, by way of a
pledge of assets or through letters of credit or reimbursement agreements in
respect thereof, of all or any part of any Indebtedness.

                  "GUARANTORS" means (i) each direct or indirect Domestic
Subsidiary of the Company; and (ii) any other subsidiary that executes a
Subsidiary Guarantee in accordance with the provisions hereof; and their
respective successors and assigns.

                  "HEDGING OBLIGATIONS" means, with respect to any specified
Person, the obligations of such Person under Currency Agreements and Interest
Rate Agreements.

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

                  "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.

                  "INDEBTEDNESS" means, with respect to any specified Person,
any indebtedness of such Person, whether or not contingent, (i) in respect of
borrowed money; (ii) evidenced by bonds, notes, debentures or similar
instruments or letters of credit (or reimbursement agreements in respect
thereof); (iii) in respect of banker's acceptances; (iv) representing Capital
Lease Obligations; (v) in respect of the balance deferred and unpaid of the
purchase price of any property, except any such balance that constitutes an
accrued expense or trade payable; or (vi) representing any Hedging Obligations
relating to Indebtedness, if and to the extent any of the preceding items
(other than letters of credit and Hedging Obligations) would appear as a
liability upon a balance sheet of the specified Person prepared in accordance
with GAAP. In addition, the term "Indebtedness" includes all Indebtedness of
others secured by a Lien on any asset of the specified Person (whether or not
such Indebtedness is assumed by the specified Person) and, to the extent not
otherwise included, the Guarantee by the specified Person of any indebtedness
of any other Person.

                  The amount of any Indebtedness outstanding as of any date
shall be: (i) the accreted value thereof, in the case of any Indebtedness
issued with original issue discount; and (ii) the principal amount thereof,
together with any interest thereon that is more than 30 days past due, in the
case of any other Indebtedness.

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


                                      10
<PAGE>


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

                  "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 RATE AGREEMENT" means, in respect of a Person, any
interest swap agreement, interest rate cap agreement or other financial
agreement or arrangement designed to protect such Person against fluctuations
in interest rates.

                  "INVESTMENTS" means, with respect to any Person, all direct
or indirect investments by such Person in other Persons (including Affiliates)
in the forms of loans (including Guarantees of Indebtedness or other
obligations), advances or capital contributions (excluding commission, travel,
moving and similar advances to officers, directors and employees made
consistent with past practices), purchases or other acquisitions for
consideration of Indebtedness, Equity Interests or other securities, together
with all items that are or would be classified as investments on a balance
sheet prepared in accordance with GAAP. If the Company or any Restricted
Subsidiary of the Company sells or otherwise disposes of any Equity Interests
of any direct or indirect Restricted Subsidiary of the Company such that, after
giving effect to any such sale or disposition, such Person is no longer a
Restricted Subsidiary of the Company, the Company shall be deemed to have made
an Investment on the date of any such sale or disposition equal to the fair
market value of the Equity Interests of such Restricted Subsidiary not sold or
disposed of in an amount determined as provided in the final paragraph of
Section 4.07. The acquisition by the Company or any Restricted Subsidiary of
the Company of a Person that holds an Investment in a third Person shall be
deemed to be an Investment by the Company or such Restricted Subsidiary in such
third Person in an amount equal to the fair market value of the Investment held
by the acquired Person in such third Person in an amount determined as provided
in the final paragraph of Section 4.07.

                  "ISSUE DATE" means the date on which the initial $175.0
million in aggregate principal amount of the Notes were originally issued under
this Indenture.

                  "LEGAL HOLIDAY" means a Saturday, a Sunday or a day on which
banking institutions in The City of New York or at a place of payment are
authorized by law, regulation or executive order to remain closed. If a payment
date is a Legal Holiday at a place of payment, payment may be made at that
place on the next succeeding day that is not a Legal Holiday, and no interest
shall accrue on such payment for the intervening period.

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

                  "LIEN" means, with respect to any asset, any mortgage, lien,
pledge, charge, security interest or encumbrance of any kind in respect of such
asset, whether or not filed, recorded or otherwise perfected under applicable
law, including any conditional sale or other title retention agreement, any
lease in the nature thereof, any option or other agreement to sell or give


                                      11
<PAGE>


a security interest in and any filing of or agreement to give any financing
statement under the Uniform Commercial Code (or equivalent statutes) of any
jurisdiction.

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

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

                  "NET INCOME" means, with respect to any specified Person, the
net income (loss) of such Person, determined in accordance with GAAP and before
any reduction in respect of preferred stock dividends, excluding, however: (i)
any gain or loss, together with any related provision for taxes on such gain or
loss, realized in connection with: (a) any Asset Sale; or (b) the disposition
of any securities by such Person or any of its Restricted Subsidiaries or the
extinguishment of any Indebtedness of such Person or any of its Restricted
Subsidiaries; and (ii) any extraordinary gain or loss, together with any
related provision for taxes on such extraordinary gain or loss.

                  "NET PROCEEDS" means the aggregate cash proceeds received by
the Company or any of its Restricted Subsidiaries in respect of any Asset Sale
(including, without limitation, any cash received upon the sale or other
disposition of any non-cash consideration received in any Asset Sale), net of
the direct costs relating to such Asset Sale, including, without limitation,
legal, accounting and investment banking fees, and sales commissions, and any
relocation expenses incurred as a result thereof, taxes paid or payable as a
result thereof, in each case, after taking into account any available tax
credits or deductions and any tax sharing arrangements, and amounts required to
be applied to the repayment of Indebtedness secured by a Lien on the asset or
assets that were the subject of such Asset Sale and any reserve for adjustment
in respect of the sale price of such asset or assets established in accordance
with GAAP or against any liabilities associated with the Asset Sale, or the
assets subject thereto, and retained by the Company or any Restricted
Subsidiary.

                  "NON-RECOURSE DEBT" means Indebtedness: (i) as to which
neither the Company nor any of its Restricted Subsidiaries (a) provides credit
support of any kind (including any undertaking, agreement or instrument that
would constitute Indebtedness), (b) is directly or indirectly liable as a
guarantor or otherwise, or (c) constitutes the lender; (ii) no default with
respect to which (including any rights that the holders thereof may have to
take enforcement action against an Unrestricted Subsidiary) would permit upon
notice, lapse of time or both any holder of any other Indebtedness (other than
the Notes) of the Company or any of its Restricted Subsidiaries to declare a
default on such other Indebtedness or cause the payment thereof to be
accelerated or payable prior to its stated maturity; and (iii) as to which the
lenders have agreed in writing that they will not have any recourse to the
stock or assets of the Company or any of its Restricted Subsidiaries.

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

                  "NOTES" means the 11% Senior Subordinated Notes due 2010 of
the Company issued on the date hereof, the Exchange Notes and any Additional
Notes issued under this


                                      12
<PAGE>


Indenture. The Notes and the Additional Notes, if any, shall be treated as a
single class for all purposes under this Indenture.

                  "OBLIGATIONS" means any principal, interest, penalties, fees,
indemnifications, reimbursements, damages, costs and expenses and other
liabilities payable under the documentation governing any Indebtedness.

                  "OFFERING" means the offering of the Notes by the Company.

                  "OFFERING MEMORANDUM" means the offering memorandum of the
Company for the offering of the Notes, dated March 27, 2002.

                  "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. Such legal counsel may be an employee of, or internal counsel to,
the Company, or any of its Subsidiaries.

                  "OWNERSHIP INTEREST" means, with respect to any Person,
Capital Stock of such Person or any interest which carries the right to elect
or appoint any member of the Board of Directors or other executive office of
such Person.

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

                  "PERMITTED BUSINESS" means any business conducted or proposed
to be conducted (as described in the Offering Memorandum) by the Company and
its Restricted Subsidiaries on the date of this Indenture and other businesses
reasonably related or ancillary thereto.

                  "PERMITTED INVESTMENTS" means (i) any Investment in the
Company or in a Guarantor; (ii) any Investment in Cash Equivalents; (iii) any
Investment by the Company or any Restricted Subsidiary of the Company in a
Person, if as a result of such Investment: (a) such Person becomes a Restricted
Subsidiary of the Company and a Guarantor, or (b) such Person is merged,
consolidated or amalgamated with or into, or transfers or conveys substantially
all of its assets to, or is liquidated into, the Company or a Restricted
Subsidiary of the Company that is a Guarantor; (iv) any Investment made as a
result of the receipt of non-cash consideration from an Asset Sale that was
made pursuant to and in compliance with Section 4.10; (v) any acquisition of
assets solely in exchange for the issuance of Equity Interests (other than
Disqualified Stock)


                                      13
<PAGE>


of the Company; (vi) notes with a maximum aggregate principal amount of $5.0
million issued to the Company or any Restricted Subsidiary of the Company as
consideration in connection with an Asset Sale; (vii) Hedging Obligations;
(viii) Investments existing as of the date of this Indenture, (ix) Investments
consisting of advances or loans to directors, officers, employees, agents,
customers or suppliers that do not exceed $1.0 million in the aggregate at any
one time outstanding, (x) Investments consisting of equity securities listed on
the New York Stock Exchange, the American Stock Exchange or the National
Association of Securities Dealers Automated Quotations System; provided that
the purchase price paid for all such equity securities held at any time shall
not exceed $250,000, (xi) any Investment received in compromise or settlement
of obligations of any Person incurred in the ordinary course of business,
including pursuant to any plan of reorganization or similar arrangement upon
the bankruptcy or insolvency of any trade creditor or customer, (xii)
Investments in Restricted Subsidiaries of the Company that are not Guarantors;
provided that such Investment is reasonably related to the business of such
Restricted Subsidiary, as determined in good faith by the Board of Directors,
and (xiii) other Investments in any Person having an aggregate fair market
value (measured on the date each such Investment was made and without giving
effect to subsequent changes in value), when taken together with all other
Investments made pursuant to this clause (13), not to exceed $10 million at any
one time outstanding (excluding Investments existing on the date of this
Indenture).

                  "PERMITTED JUNIOR SECURITIES" means: (i) Equity Interests in
the Company or any Guarantor; or (ii) debt securities that are subordinated to
all Senior Debt and any debt securities issued in exchange for Senior Debt to
the same extent as, or to a greater extent than, the Notes and the Subsidiary
Guarantees are subordinated to Senior Debt under this Indenture.

                  "PERMITTED LIENS" means: (i) Liens on the assets of the
Company or any Guarantor securing Senior Debt that was permitted by the terms
of this Indenture to be incurred; (ii) Liens in favor of the Company or any
Restricted Subsidiary; (iii) 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; (iv) Liens on property existing
at the time of acquisition thereof by the Company or any Subsidiary of the
Company, provided that such Liens were in 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; (v) Liens to secure
Indebtedness (including Capital Lease Obligations) permitted by clause (iv) of
the second paragraph of Section 4.09 covering only the assets acquired with
such Indebtedness; (vi) Liens existing on the date of this Indenture; (vii)
Liens incurred or deposits made by the Company or any Restricted Subsidiary in
the ordinary course of business in connection with workers' compensation,
unemployment insurance and other types of social security, or to secure the
performance of tenders, statutory obligations, bids, leases, government
contracts, performance and return-of-money bonds and other similar obligations
(exclusive of obligations for the payment of borrowed money); (viii) any
interest of title of a lessor under, and Liens arising from Uniform Commercial
Code financing statements (or equivalent filings, registrations or agreements
in foreign jurisdictions) relating to, leases permitted by this Indenture; (ix)
normal and customary rights of setoff upon deposits of cash in favor of banks
or other depository institutions; (x) Liens of a


                                      14
<PAGE>


collection bank arising under Section 4-210 of the Uniform Commercial Code on
items in the course of collection; (xi) Liens of sellers of goods to the
Company or any of its Subsidiaries arising under Article 2 of the Uniform
Commercial Code or similar provisions of applicable law in the ordinary course
of business, covering only the goods sold and securing only the unpaid purchase
price for such goods and related expenses; (xii) Liens for taxes, assessments
or governmental charges or claims not more than 30 days past due or that are
being contested in good faith by appropriate proceedings promptly instituted
and diligently contested; (xiii) Liens which arise out of judgments or
attachments that do not result in an Event of Default under this Indenture;
(xiv) Liens consisting of easements, rights-of-way, restrictions (including
zoning restrictions), licenses, leases or subleases, or other similar
encumbrances on the use of real property, and minor defects or irregularities
in title, in each case not interfering in any material respect with the
ordinary conduct of the business; (xv) statutory Liens of landlords and Liens
of carriers, warehousemen, mechanics, materialmen and suppliers and other Liens
imposed by law or pursuant to customary reservations or retentions of title, in
each case incurred in the ordinary course of business for sums not more than 30
days past due or being contested in good faith by appropriate proceedings
promptly instituted and diligently contested; and (xvi) Liens incurred in the
ordinary course of business of the Company or any Restricted Subsidiary of the
Company with respect to obligations that do not exceed $10.0 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, rearrange, renew,
replace, defease or refund other Indebtedness of the Company or any of its
Restricted Subsidiaries (other than intercompany Indebtedness); provided that
(i) the principal amount (or accreted value, if applicable) of such Permitted
Refinancing Indebtedness does not exceed the principal amount (or accreted
value, if applicable) of the Indebtedness so extended, refinanced, renewed,
replaced, defeased or refunded (plus all accrued interest thereon and the
amount of any reasonably determined premium necessary to accomplish such
refinancing and such reasonable expenses incurred in connection therewith);
(ii) such Permitted Refinancing Indebtedness has a final maturity date no
earlier than the final maturity date of, and 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 later
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 of Notes as those
contained in the documentation governing the Indebtedness being extended,
refinanced, renewed, replaced, defeased or refunded; and (iv) such Indebtedness
is incurred either by the Company or by the Restricted Subsidiary who is the
obligor on the Indebtedness being extended, refinanced, renewed, replaced,
defeased or refunded.

                  "PERSON" means any individual, corporation, partnership,
joint venture, association, joint-stock company, trust, unincorporated
organization, limited liability company or government or other entity.

                  "PRINCIPAL" means Dr. Frederick D. Sancilio.


                                      15
<PAGE>


                  "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.

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

                  "REGISTRATION RIGHTS AGREEMENT" means the Registration Rights
Agreement, dated as of March 28, 2002, by and among the Company 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 (i) any 80% (or more) owned Subsidiary
or immediate family member (in the case of an individual) of any Principal; or
(ii) 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 (i).

                  "REPLACEMENT ASSETS" means, on any date, property or assets,
including a licensing of rights relating to property or assets, of a nature or
type or that are used or useful in a Permitted Business.

                  "REPRESENTATIVE" means the Trustee, the Administrative Agent
under the Credit Agreement, or other trustee or representative in respect of
any Indebtedness; provided that if, and for so long as, any Indebtedness lacks
such a representative, the Representative for such Indebtedness shall at all
times constitute the holders of a majority in outstanding principal amount of
such Indebtedness in respect of any Indebtedness.

                  "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


                                      16
<PAGE>


trust matter, any other officer to whom such matter is referred because of his
knowledge of and familiarity with the particular subject.

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

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

                  "RESTRICTED SUBSIDIARY" of a Person means any Subsidiary of
that Person that is not an Unrestricted Subsidiary.

                  "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.

                  "SEC" means the Securities and Exchange Commission or any
successor federal regulatory body having similar jurisdiction.

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

                  "SENIOR DEBT" means: (i) all Indebtedness of the Company or
any Guarantor outstanding under Credit Facilities (including the Credit
Agreement) and all Hedging Obligations with respect thereto; (ii) any other
Indebtedness of the Company or any Guarantor permitted to be incurred under the
terms of this Indenture, unless the instrument under which such Indebtedness is
incurred expressly provides that it is on a parity with or subordinated in
right of payment to the Notes or any Subsidiary Guarantee; and (iii) all
Obligations with respect to the items listed in the preceding clauses (i) and
(ii). Notwithstanding anything to the contrary in the preceding, Senior Debt
will not include: (i) any liability for federal, state, local or other taxes
owed or owing by the Company; (ii) any Indebtedness of the Company to any of
its Subsidiaries or other Affiliates; (iii) any trade payables; or (iv) the
portion of any Indebtedness that is incurred in violation of this Indenture.

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

                  "SIGNIFICANT SUBSIDIARY" means any Restricted Subsidiary that
would be a "significant subsidiary" as defined in Article 1 Rule 1-02 of
Regulation S-X, promulgated


                                      17
<PAGE>


pursuant to the Securities Act, as such Regulation is in effect on the date
hereof, using 10% instead of 20%.

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

                  "STATED MATURITY" means, with respect to any installment of
interest or principal on any series of Indebtedness, the date on which such
payment of interest or principal was scheduled to be paid in the original
documentation governing such Indebtedness, and shall not include any contingent
obligations to repay, redeem or repurchase any such interest or principal prior
to the date originally scheduled for the payment thereof.

                  "SUBSIDIARY" means, with respect to any specified Person: (i)
any corporation, association or other business entity of which more than 50% of
the total voting power of shares of Capital Stock entitled (without regard to
the occurrence of any contingency) to vote in the election of directors,
managers or trustees thereof is at the time owned or controlled, directly or
indirectly, by such Person or one or more of the other Subsidiaries of that
Person (or a combination thereof); and (ii) any partnership (a) the sole
general partner or the managing general partner of which is such Person or a
Subsidiary of such Person or (b) the only general partners of which are such
Person or one or more Subsidiaries of such Person (or any combination thereof).

                  "SUBSIDIARY GUARANTEE" means the Guarantee by each Guarantor
of the Company's payment obligations under this Indenture and on the Notes,
executed pursuant to the provisions of this Indenture.

                  "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.

                  "TIA" means the Trust Indenture Act of 1939, as in effect on
the date on which this Indenture is qualified under the TIA.

                  "TRUSTEE" means First Union National Bank, a national banking
association, until a successor replaces it in accordance with the applicable
provisions of this Indenture and thereafter means the successor serving
hereunder.

                  "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 any Subsidiary of the Company
that is designated by the Board of Directors as an Unrestricted Subsidiary
pursuant to a Board Resolution, but only if such Subsidiary: (i) has no
Indebtedness other than Non-Recourse Debt;


                                      18
<PAGE>


(ii) is not party to any agreement, contract, arrangement or understanding with
the Company or any Restricted Subsidiary of the Company unless the terms of any
such agreement, contract, arrangement or understanding are no less favorable to
the Company or such Restricted Subsidiary than those that might be obtained at
the time from Persons who are not Affiliates of the Company; (iii) is a Person
with respect to which neither the Company nor any of its Restricted
Subsidiaries has any direct or indirect obligation (a) to subscribe for
additional Equity Interests or (b) to maintain or preserve such Person's
financial condition or to cause such Person to achieve any specified levels of
operating results; (iv) has not guaranteed or otherwise directly or indirectly
provided credit support for any Indebtedness of the Company or any of its
Restricted Subsidiaries; and (v) has at least one director on its Board of
Directors and 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.

                  Any designation of a Restricted Subsidiary of the Company as
an Unrestricted Subsidiary shall be evidenced to the Trustee by filing with the
Trustee a certified copy of the Board Resolution giving effect to such
designation and an Officers' Certificate certifying that such designation
complied with the preceding conditions and was permitted by Section 4.07. If,
at any time, any Unrestricted Subsidiary would fail to meet the preceding
requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an
Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of
such Subsidiary shall be deemed to be incurred by a Restricted Subsidiary of
the Company as of such date and, if such Indebtedness is not permitted to be
incurred as of such date under Section 4.09, the Company shall be in default of
such Section.

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

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

                  "WEIGHTED AVERAGE LIFE TO MATURITY" means, when applied to
any Indebtedness at any date, the number of years obtained by dividing: (i) the
sum of the products obtained by multiplying (a) the amount of each then
remaining installment, sinking fund, serial maturity or other required payments
of principal, including payment at final maturity, in respect thereof, by (b)
the number of years (calculated to the nearest one-twelfth) that will elapse
between such date and the making of such payment; by (ii) the then outstanding
principal amount of such Indebtedness.

                  "WHOLLY OWNED RESTRICTED SUBSIDIARY" of any specified Person
means a Restricted Subsidiary of such Person all of the outstanding Capital
Stock or other ownership interests of which (other than directors' qualifying
shares and shares required by law to be owned by foreign nationals) shall at
the time be owned by such Person and/or by one or more Wholly Owned Restricted
Subsidiaries of such Person.


                                      19
<PAGE>


Section 1.02      Other Definitions.

<TABLE>
<CAPTION>
                                                                                          DEFINED
                                                                                            IN
         TERM                                                                             SECTION
         ----                                                                             -------

         <S>                                                                              <C>
         "AFFILIATE TRANSACTION"....................................................        4.11
         "ASSET SALE OFFER".........................................................        4.10
         "AUTHENTICATION ORDER".....................................................        2.02
         "CHANGE OF CONTROL OFFER"..................................................        4.15
         "CHANGE OF CONTROL PAYMENT"................................................        4.15
         "CHANGE OF CONTROL PAYMENT DATE"...........................................        4.15
         "COVENANT DEFEASANCE"......................................................        8.03
         "DTC"......................................................................        2.01
         "EVENT OF DEFAULT".........................................................        6.01
         "EXCESS PROCEEDS"..........................................................        4.10
         "INCUR"....................................................................        4.09
         "LEGAL DEFEASANCE".........................................................        8.02
         "OFFER AMOUNT".............................................................        3.10
         "OFFER PERIOD".............................................................        3.10
         "OFFSHORE TRANSACTION".....................................................        2.07
         "PAYING AGENT".............................................................        2.03
         "PAYMENT DEFAULT"..........................................................        6.01
         "PERMITTED DEBT"...........................................................        4.09
         "PURCHASE DATE"............................................................        3.10
         "REGISTRAR"................................................................        2.04
         "RELATED JUDGMENT".........................................................       13.09
         "RELATED PROCEEDINGS"......................................................       13.09
         "REPURCHASE OFFER".........................................................        3.10
         "RESALE RESTRICTION TERMINATION DATE"......................................        2.07
         "RESTRICTED PAYMENTS"......................................................        4.07
         "SPECIFIED COURTS".........................................................       13.09
         "UNITED STATES"............................................................        2.07
</TABLE>

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


                                      20
<PAGE>


                  "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.

                  Unless the context otherwise requires:

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

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

                  (c)      "or" is not exclusive;

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

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

                  (f)      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.


                                  ARTICLE TWO
                                   THE NOTES

Section 2.01      Form and Dating.

                  (a)      General. The Notes and the Trustee's certificate of
authentication shall be substantially in the form of Exhibit A1 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.

                  (b)      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


                                      21
<PAGE>


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.

                  (c)      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 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.

                  (d)      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.


                                      22
<PAGE>


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 Trustee shall, upon a written order of the Company signed
by two Officers of the Company (an "AUTHENTICATION ORDER"), authenticate Notes
for original issue with a maximum aggregate principal amount of $300.0 million,
of which $175.0 million will be issued on the date of this Indenture. The
aggregate principal amount of Notes outstanding at any time may not exceed
$300.0 million except 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.

Section 2.03      Methods of Receiving Payments on the Notes.

                  If a Holder of Notes has given wire transfer instructions to
the Company, 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.

Section 2.04      Registrar and Paying Agent.

                  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.

                  The Company initially appoints DTC to act as Depositary with
respect to the Global Notes. Accordingly, at all times that the Trustee is
acting as Registrar, Paying Agent, or


                                      23
<PAGE>


Custodian, all rights provided the Trustee under this Agreement shall apply
whether it is acting in its capacity as Trustee, Registrar, Paying Agent or
Custodian.

                  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 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 and to account for any
funds disbursed by it prior to such time. 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 delivered to the
Trustee. If the Company or one 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 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 ss. 312(a). If the
Trustee is not the Registrar, the Company shall furnish to the Trustee at least
fifteen 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 ss. 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 120 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


                                      24
<PAGE>


certificates required pursuant to Rule 903 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 either 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:

                  (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); provided
         that the transferor of such beneficial interest shall deliver notice
         of such transfer to the Registrar.

                  (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


                                      25
<PAGE>


         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 written certification to the Trustee from the Company
         (based upon evidence received by the Company and reasonably acceptable
         to it) certifying 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:

                           (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;


                                      26
<PAGE>


                           (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, at the expense of the Holder,
                  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.

                  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


                                      27
<PAGE>


         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;

                  (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


                                      28
<PAGE>


transferred to a Person who takes delivery thereof in the form of a Definitive
Note prior to (x) the expiration of the Restricted Period, (y) the receipt by
the Registrar of any certificates required pursuant to Rule 903 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, and (z) receipt by the Trustee of written certification from the Company
(based upon evidence received by the Company and reasonably acceptable to it)
certifying delivery to the Trustee of all certificates required pursuant to
clause (y) above.

                  (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;

                  (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


                                      29
<PAGE>


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 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;


                                      30
<PAGE>


                  (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 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


                                      31
<PAGE>


         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, all as set forth in the request.

                  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


                                      32
<PAGE>


         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;

                  (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


                                      33
<PAGE>


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 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 NOR 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 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"


                                      34
<PAGE>


                  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.

         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) to 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:


                                      35
<PAGE>


                  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.

                  (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 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, 4.15 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.


                                      36
<PAGE>


                  (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 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.

                  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. 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.

                  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.

                  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, a
Guarantor or an Affiliate thereof 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.

                  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 bona fide


                                      37
<PAGE>


purchaser; provided, however, that the aggregate principal amount of the Notes
shall be deemed not to be increased by reason of this Section 2.09 or Section
2.08 hereof.

                  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.

                  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.

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 an Affiliate thereof 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.

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

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

Section 2.12      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


                                      38
<PAGE>


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.

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.

                  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.

                  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


                                      39
<PAGE>


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.

                  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 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:

                  (a)      the redemption date;

                  (b)      the redemption price;

                  (c)      if any Note is being redeemed in part, the portion
         of the principal amount 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;

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

                  (e)      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;

                  (f)      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;

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

                  (h)      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.

                  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.


                                      40
<PAGE>


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.

                  Not less than 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 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 and Liquidated Damages, if
any, on, all Notes to be redeemed.

                  If the Company complies with the provisions of the preceding
paragraph, on and after the redemption date, interest and Liquidated Damages,
if any, 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 Person in whose name such Note was registered at
the close of business on such record date. If any Note called for redemption
shall not be so paid upon surrender for redemption because of the failure of
the Company to comply with the preceding paragraph, 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)      Except as set forth in clause (b) and (c) of this
Section 3.07, the Company shall not have the option to redeem the Notes
pursuant to this Section 3.07 prior to April 1, 2006. On or after April 1,
2006, the Company may redeem all or a part of the Notes upon not less than 30
nor more than 60 days' notice, at the redemption prices (expressed as
percentages of principal amount) set forth below plus accrued and unpaid
interest and Liquidated Damages, if any, thereon, to the applicable redemption
date, if redeemed during the twelve-month period beginning on April 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):


                                      41
<PAGE>
<TABLE>
<CAPTION>
                  YEAR                                     PERCENTAGE

                  <S>                                      <C>
                  2006...............................      105.500%
                  2007...............................      103.667%
                  2008...............................      101.833%
                  2009 and thereafter................      100.000%
</TABLE>

                  (b)      Notwithstanding the foregoing, at any time prior to
April 1, 2005, the Company may redeem up to 35% of the aggregate principal
amount of Notes issued under the Indenture at a redemption price of 111.000% of
the principal amount thereof, plus accrued and unpaid interest and Liquidated
Damages, if any, to the redemption date, with the net cash proceeds of one or
more Equity Issuances; provided that (A) at least 65% of the aggregate
principal amount of the Notes issued under this Indenture remains outstanding
immediately after the occurrence of such redemption, excluding Notes held by
the Company and its Subsidiaries; and (B) the redemption must occur within 60
days of the date of the closing of such Equity Issuance.

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

Section 3.08      Mandatory Redemption.

                  The Company shall not be required to make mandatory
redemption payments or sinking fund payments with respect to the Notes.

Section 3.09      Repurchase Offers.

                  In the event that, pursuant to Sections 4.10 and 4.15 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 set forth the date (the "Purchase
Date"), which shall be no earlier than 30 days and no later than 60 days
following the date notice of the Repurchase Offer has been given, upon which
the Company shall repurchase Notes pursuant to the Repurchase Offer. The
Repurchase Offer shall remain open until five business days prior to the
Purchase Date, except to the extent that a longer period is required by
applicable law (the "OFFER PERIOD"). On the Purchase Date, the Company shall
purchase the principal amount of Notes required to be purchased pursuant to
Sections 4.10 and 4.15 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.


                                      42
<PAGE>


                  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:

                  (a)      that the Repurchase Offer is being made pursuant to
         this Section 3.09 and Section 4.10 or Section 4.15 hereof, and the
         length of time the Repurchase Offer shall remain open;

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

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

                  (d)      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;

                  (e)      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;

                  (f)      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 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;

                  (g)      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 his election to have such Note purchased;

                  (h)      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

                  (i)      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


                                      43
<PAGE>


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 Asset Sale 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.

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.

                  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 10:00 a.m. Eastern Time on the due date
money deposited by the Company in immediately available funds and designated
for and sufficient to pay all principal, premium, if any, 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.

                  The Company shall pay interest (including post-petition
interest in any proceeding under any Bankruptcy Law) on overdue principal at
the rate equal to the then applicable interest rate on the Notes to the extent
lawful; it shall pay interest (including post-petition interest in any


                                      44
<PAGE>


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.

                  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.

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

                  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 required by the SEC, so long as any
Notes are outstanding, the Company shall furnish to the Holders of Notes,
within the time periods specified in the SEC's rules and regulations:

                  (i)      all quarterly and annual financial information that
         would be required to be contained in a filing with the SEC on Forms
         10-Q and 10-K if the Company were required to file such Forms,
         including a "Management's Discussion and Analysis of Financial
         Condition and Results of Operations" and, with respect to the annual
         information only, a report on the annual financial statements by the
         Company's certified independent accountants; and

                  (ii)     all current reports that would be required to be
         filed with the SEC on Form 8-K if the Company were required to file
         such reports.

                  In addition, whether or not required by the SEC, the Company
shall file a copy of all of the information and reports referred to in clauses
(i) and (ii) above with the SEC for public availability within the time periods
specified in the SEC's rules and regulations (unless the SEC will not accept
such a filing) and make such information available to securities analysts and
prospective investors upon request. In addition, the Company and the Guarantors
have agreed that, for so long as any Notes remain outstanding, they will
furnish to the Holders and to


                                      45
<PAGE>


securities analysts and prospective investors, upon their request, the
information required to be delivered pursuant to Rule 144A(d)(4) under the
Securities Act.

                  (b)      If the Company has designated any of its
Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual
financial information required by the preceding paragraph shall include a
reasonably detailed presentation, either on the face of the financial
statements or in the footnotes thereto and in "Management's Discussion and
Analysis of Financial Condition and Results of Operations; of the financial
condition and results of operations of the Company and its Restricted
Subsidiaries separate from the financial condition and results of operations of
the Unrestricted Subsidiaries of the Company.

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 terms, provisions and conditions of
this Indenture (or, if a Default or Event of Default shall have occurred,
describing all such Defaults or Events of Default of which he or she may have
knowledge and what action the Company is taking or proposes to take with
respect thereto) and that to the best of his or her knowledge no event has
occurred and remains in existence by reason of which payments on account of the
principal of or interest, if any, on the Notes is prohibited or if such event
has occurred, a description of the event and what action the Company is taking
or proposes to take with respect thereto.

                  (b)      So long as not contrary to the then current
recommendations of the American Institute of Certified Public Accountants, 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.


                                      46
<PAGE>


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.

                  The Company shall not, and shall not permit any of its
Restricted Subsidiaries to, directly or indirectly:

                  (1)      declare or pay any dividend or make any other
         payment or distribution on account of the Company's or any of its
         Restricted Subsidiaries' Equity Interests (including, without
         limitation, any payment in connection with any merger or consolidation
         involving the Company or any of its Restricted Subsidiaries) or to the
         direct or indirect holders of the Company's or any of its Restricted
         Subsidiaries' Equity Interests in their capacity as such (other than
         dividends or distributions payable in Equity Interests (other than
         Disqualified Stock) of the Company or to the Company or a Restricted
         Subsidiary of the Company);

                  (2)      purchase, redeem or otherwise acquire or retire for
         value (including, without limitation, in connection with any merger or
         consolidation involving the Company) any Equity Interests of the
         Company, any direct or indirect parent of the Company or any
         Subsidiary of the Company (other than a Wholly Owned Restricted
         Subsidiary);

                  (3)      make any payment on or with respect to, or purchase,
         redeem, defease or otherwise acquire or retire for value any
         Indebtedness that is subordinated to the Notes or the Subsidiary
         Guarantees, except (i) a payment of interest or principal at the
         Stated Maturity thereof or (ii) the purchase, repurchase or other
         acquisition of any such Indebtedness purchased in anticipation of
         satisfying a sinking fund obligation, principal installment or fund
         maturity, in each case, due within one year of the date of such
         purchase, repurchase or other acquisition; or


                                      47
<PAGE>


                  (4)      make any Restricted Investment (all such payments
         and other actions set forth in clauses (1) through (4) above being
         collectively referred to as "RESTRICTED PAYMENTS"),

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

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

                  (2)      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 the first paragraph of Section 4.09; and

                  (3)      such Restricted Payment, together with the aggregate
         amount of all other Restricted Payments made by the Company and its
         Restricted Subsidiaries after the date hereof (excluding Restricted
         Payments permitted by clauses (2) and (3) of the next succeeding
         paragraph), is less than the sum, without duplication, of:

                           (a)      50% of the Consolidated Net Income of the
                  Company for the period (taken as one accounting period) from
                  the beginning of the first fiscal quarter commencing after
                  the date of this Indenture to the end of the Company's most
                  recently ended fiscal quarter for which financial statements
                  have been filed with the SEC in compliance with Section 4.03
                  at the time of such Restricted Payment (or, if such
                  Consolidated Net Income for such period is a deficit, less
                  100% of such deficit), plus

                           (b)      100% of the aggregate net cash proceeds
                  received by the Company since the date of this Indenture as a
                  contribution to its common equity capital or from the issue
                  or sale of Equity Interests of the Company (other than
                  Disqualified Stock) or from the issue or sale of convertible
                  or exchangeable Disqualified Stock or convertible or
                  exchangeable debt securities of the Company that have been
                  converted into or exchanged for such Equity Interests (other
                  than Equity Interests (or Disqualified Stock or debt
                  securities) sold to a Subsidiary of the Company); plus

                           (c)      to the extent that any Restricted
                  Investment that was made after the date hereof is sold for
                  cash or otherwise liquidated or repaid for cash, the lesser
                  of (i) the cash return of capital with respect to such
                  Restricted Investment (less the cost of disposition, if any)
                  and (ii) the initial amount of such Restricted Investment;
                  plus

                           (d)      $10.0 million.


                                      48
<PAGE>


                  So long as no Default has occurred and is continuing or would
be caused thereby, the preceding provisions will not prohibit:

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

                  (2)      the redemption, repurchase, retirement, defeasance
         or other acquisition of any subordinated Indebtedness of the Company
         or any Guarantor or of any Equity Interests of the Company in exchange
         for, or out of the net cash proceeds of the substantially concurrent
         sale (other than to a Subsidiary of the Company) of, Equity Interests
         of the Company (other than Disqualified Stock); provided that the
         amount of any such net cash proceeds that are utilized for any such
         redemption, repurchase, retirement, defeasance or other acquisition
         shall be excluded from clause (3) (b) of the preceding paragraph;

                  (3)      the defeasance, redemption, repurchase or other
         acquisition of subordinated Indebtedness of the Company or any
         Guarantor with the net cash proceeds from an incurrence of Permitted
         Refinancing Indebtedness;

                  (4)      the payment of any dividend by a Restricted
         Subsidiary of the Company to the holders of its common Equity
         Interests on a pro rata basis;

                  (5)      the repurchase, redemption or other acquisition or
         retirement for value of any Equity Interests of the Company or any
         Subsidiary of the Company held by employees, former employees,
         officers, former officers, directors or former directors of the
         Company or any of its Subsidiaries (or the estates or beneficiaries of
         the estates of such employees, former employees, officers, former
         officers, directors or former directors) pursuant to any equity
         subscription agreement, stock option agreement, employment agreement,
         stock compensation plan or similar agreement approved by the Board of
         Directors, in an amount not to exceed $1.0 million in any calendar
         year; provided that the Company may carry over and make in a
         subsequent calendar year, in addition to the $1.0 million otherwise
         permitted for such calendar year, the amount of such purchases,
         redemptions or other acquisitions or retirements for value permitted
         to have been made but not made in any preceding calendar year;
         provided that the aggregate repurchases, redemptions or other
         acquisitions or retirements for value does not exceed $2.0 million in
         any calendar year;

                  (6)      repurchases of Equity Interests deemed to occur upon
         the exercise of stock options, if such Equity Interests represent a
         portion of the exercise price thereof and repurchases of Equity
         Interests deemed to occur upon the withholding of a portion of the
         Equity Interests granted or awarded to any employee to pay for the
         taxes payable by such employee upon such grant or award; and

                  (7)      the repurchase of any subordinated Indebtedness of
         the Company or any Guarantor at a purchase price not greater than 101%
         of the principal amount (or accreted value, if applicable) of such
         subordinated Indebtedness in the event of a Change of Control in
         accordance with provisions similar to those set forth in Section 4.15;
         provided that, prior to or simultaneously with such repurchase, the
         Company has made the Change of


                                      49
<PAGE>


         Control Offer as provided in such Section 4.15 and has repurchased all
         Notes validly tendered for payment in connection with such Change of
         Control Offer.

                  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 to or by the Company or such
Subsidiary, as the case may be, pursuant to the Restricted Payment. The fair
market value of any assets or securities that are required to be valued by this
Section shall be determined by the Board of Directors, whose resolution with
respect thereto shall be delivered to the Trustee. The Board of Directors'
determination must be based upon an opinion or appraisal issued by an
accounting, appraisal or investment banking firm of national standing if the
fair market value exceeds $10.0 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 by this Section 4.07 were
computed, together with a copy of any fairness opinion or appraisal required by
this Indenture.

Section 4.08      Dividend and Other Payment Restrictions Affecting Restricted
                  Subsidiaries.

                  The Company will not, and will not permit any of its
Restricted Subsidiaries to, directly or indirectly, create or permit to exist
or become effective any consensual encumbrance or restriction on the ability of
any Restricted Subsidiary to:

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

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

                  (c)      transfer any of its properties or assets to the
         Company or any of its Restricted Subsidiaries.

                  However, the restrictions above shall not apply to
encumbrances or restrictions existing under or by reason of:

                  (1)      Existing Indebtedness, including the Credit
         Agreement, as in effect on the date of this Indenture and any
         amendments, modifications, restatements, renewals, increases,
         supplements, refundings, replacements or refinancings thereof,
         provided that such amendments, modifications, restatements, renewals,
         increases, supplements, refundings, replacements or refinancings, in
         the good faith judgment of the Board of Directors, are no more
         restrictive, taken as a whole, than those contained in such Existing
         Indebtedness, as in effect on the date of this Indenture;

                  (2)      this Indenture, the Notes and the Subsidiary
         Guarantees;


                                      50
<PAGE>


                  (3)      applicable law;

                  (4)      any instrument governing Indebtedness or Capital
         Stock of a Person acquired by the Company or any of its Restricted
         Subsidiaries as in effect at the time of such acquisition (except to
         the extent such Indebtedness was incurred in connection with or in
         contemplation of such acquisition), 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, provided that, in the case of Indebtedness, such
         Indebtedness was permitted by the terms of this Indenture to be
         incurred;

                  (5)      customary non-assignment provisions in leases,
         licenses or other contracts entered into in the ordinary course of
         business and consistent with past practices;

                  (6)      purchase money obligations for property acquired or
         constructed in the ordinary course of business that impose
         restrictions on the property so acquired or constructed of the nature
         described in clause (3) of the preceding paragraph;

                  (7)      any agreement for the sale or other disposition of a
         Restricted Subsidiary that restricts distributions by that Restricted
         Subsidiary pending its sale or other disposition;

                  (8)      Permitted Refinancing Indebtedness, provided that
         the restrictions contained in the agreements governing such Permitted
         Refinancing Indebtedness, in the good faith judgment of the Board of
         Directors, are no more restrictive, taken as a whole, than those
         contained in the agreements governing the Indebtedness being
         refinanced;

                  (9)      Permitted Liens securing Indebtedness that limit the
         right of the debtor to dispose of the assets subject to such Lien;

                  (10)     customary provisions with respect to the disposition
         or distribution of assets or property in joint venture, limited
         liability company, operating, partnership, shareholder and other
         similar agreements entered into in the ordinary course of business
         with other significant equity investors in such entities;

                  (11)     restrictions on cash or other deposits or net worth
         imposed by customers under contracts entered into in the ordinary
         course of business; provided that the Company in good faith determines
         that such restrictions will not have a material adverse effect on the
         ability of the Company to pay principal, interest and premium on the
         Notes; and

                  (12)     Indebtedness of a Restricted Subsidiary that is a
         Guarantor, permitted to be incurred under Section 4.09; provided that
         such encumbrance or restriction is not applicable to the properties or
         assets of any Person other than such Guarantor.


                                      51
<PAGE>


Section 4.09      Incurrence of Indebtedness and Issuance of Preferred Stock.

                  The Company will not, and will not permit any of its
Restricted Subsidiaries to, directly or indirectly, create, incur, issue,
assume, guarantee or otherwise become directly or indirectly liable,
contingently or otherwise, with respect to (collectively, "INCUR") any
Indebtedness (including Acquired Debt), and the Company will not issue any
Disqualified Stock, and the Company will not permit any of its Restricted
Subsidiaries to issue any Disqualified Stock or preferred stock; provided,
however, that the Company and any Guarantor may incur Indebtedness (including
Acquired Debt), and the Company may issue Disqualified Stock, if the Fixed
Charge Coverage Ratio for the Company's most recently ended four full fiscal
quarters for which financial statements have been filed with the SEC in
compliance with Section 4.03 immediately preceding the date on which such
additional Indebtedness is incurred, or such Disqualified Stock is issued,
would have been at least 2.25 to 1, determined on a pro forma basis (including
a pro forma application of the net proceeds therefrom), as if the additional
Indebtedness had been incurred, or such Disqualified Stock had been issued, at
the beginning of such four-quarter period.

                  Notwithstanding the foregoing, so long as no Default shall
have occurred and be continuing or would be caused thereby, the first paragraph
of this Section 4.09 will not prohibit the incurrence of any of the following
items of Indebtedness (collectively, "PERMITTED DEBT"):

                  (1)      the incurrence by the Company or any Guarantor of
         Indebtedness under the Credit Agreement in an aggregate principal
         amount at any one time outstanding (with letters of credit being
         deemed to have a principal amount equal to the maximum potential
         liability thereunder) not to exceed the amount of all borrowings and
         commitments thereunder on the Closing Date, plus $10.0 million, less
         the aggregate amount of all Net Proceeds of Asset Sales applied by the
         Company or any of its Restricted Subsidiaries to repay such
         Indebtedness and to effect a corresponding commitment reduction
         thereunder pursuant to Section 4.10 hereof;

                  (2)      the incurrence by the Company and any Restricted
         Subsidiary of the Existing Indebtedness (including, without
         limitation, deferred purchase price obligations (whether or not
         contingent) under acquisition agreements in effect on the date of this
         Indenture);

                  (3)      the incurrence by the Company and the Guarantors of
         Indebtedness represented by the Notes and the related Subsidiary
         Guarantees to be issued on the date hereof and the Exchange Notes and
         the related Subsidiary Guarantees to be issued pursuant to the
         Registration Rights Agreement;

                  (4)      the incurrence by the Company or any Restricted
         Subsidiary of Indebtedness represented by Capital Lease Obligations,
         mortgage financings or purchase money obligations, in each case
         incurred for the purpose of financing all or any part of the purchase
         price or cost of construction or improvement of property, plant or
         equipment used in the business of the Company or such Restricted
         Subsidiary, in an aggregate principal amount, including all Permitted
         Refinancing Indebtedness incurred to refund,


                                      52
<PAGE>


         refinance or replace any Indebtedness incurred pursuant to this clause
         (4), not to exceed $10.0 million at any time outstanding;

                  (5)      the incurrence by the Company or any of the
         Restricted Subsidiary of Permitted Refinancing Indebtedness in
         exchange for, or the net proceeds of which are used to refund,
         refinance or replace Indebtedness (other than intercompany
         Indebtedness) that was permitted to be incurred under the first
         paragraph of this Section 4.09 or clauses (2), (3), (4), or (14) of
         this paragraph;

                  (6)      the incurrence by the Company or any of its
         Restricted Subsidiaries of intercompany Indebtedness between or among
         the Company and any of its Restricted Subsidiaries; provided, however,
         that:

                           (a)      if the Company or any Guarantor is the
                  obligor on such Indebtedness, such Indebtedness must be
                  expressly subordinated to the prior payment in full in cash
                  of all Obligations with respect to the Notes, in the case of
                  the Company, or the Subsidiary Guarantee, in the case of a
                  Guarantor; and

                           (b)      (i) 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 (ii) any sale or other transfer of any
                  such Indebtedness to a Person that is not either the Company
                  or a Wholly Owned 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 (6);

                  (7)      the incurrence by the Company or any of its
         Restricted Subsidiaries of Hedging Obligations under or with respect
         to (a) Interest Rate Agreements not for the purpose of speculation and
         (b) Currency Agreements entered into in the ordinary course of
         business and not for the purpose of speculation;

                  (8)      the guarantee by the Company or any of the
         Guarantors of Indebtedness of the Company or a Restricted Subsidiary
         that was permitted to be incurred by another provision of this Section
         4.09;

                  (9)      the accrual of interest, the accretion or
         amortization of original issue discount and the payment of interest on
         any Indebtedness in the form of additional Indebtedness with the same
         terms, and the payment of reasonable dividends on Disqualified Stock
         in the form of additional shares of the same class of Disqualified
         Stock, will not be deemed to be an incurrence of Indebtedness for
         purposes of this Section 4.09; provided, in each such case, that the
         amount thereof is included in Fixed Charges of the Company as accrued;

                  (10)     the incurrence of Indebtedness of the Company or any
         Restricted Subsidiary in respect of performance bonds and surety or
         appeal bonds entered into by the Company or such Restricted Subsidiary
         in the ordinary course of business;


                                      53
<PAGE>


                  (11)     the incurrence of Indebtedness of the Company or any
         Restricted Subsidiary 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 satisfied within 3 business days of
         incurrence;

                  (12)     the incurrence of Indebtedness of the Company or any
         Restricted Subsidiary 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 programs or similar
         requirements in the ordinary course of business;

                  (13)     endorsements in the ordinary course of business of
         negotiable instruments for deposit or collection;

                  (14)     the incurrence by the Company or any Restricted
         Subsidiary of additional Indebtedness in an aggregate principal amount
         (or accreted value, as applicable) at any time outstanding, not to
         exceed $10.0 million.

                  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 Debt described in clauses (1) through
(13) above, or is entitled to be incurred pursuant to the first paragraph of
this Section 4.09, the Company will be permitted to classify such item of
Indebtedness on the date of its incurrence and, from time to time, reclassify
all or a portion of such item of Indebtedness, in any manner that complies with
this Section 4.09. Notwithstanding the foregoing, Indebtedness under Credit
Facilities outstanding on the date on which Notes are first issued and
authenticated hereunder shall be deemed to have been incurred on such date in
reliance on the exception provided by clause (1) of the definition of Permitted
Debt.

Section 4.10      Asset Sales.

                  The Company shall not, and shall not permit any of its
Restricted Subsidiaries to, consummate an Asset Sale unless:

                  (a)      the Company (or the Restricted Subsidiary, as the
         case may be) receives consideration at the time of the Asset Sale at
         least equal to the fair market value (including the value of all
         non-cash consideration) of the assets or Equity Interests issued or
         sold or otherwise disposed of;

                  (b)      such fair market value is determined by the
         Company's Board of Directors and evidenced by a resolution of the
         Board of Directors set forth in an Officers' Certificate delivered to
         the Trustee (or determined by the Company and evidenced by an
         Officers' Certificate delivered to the Trustee in the case of an Asset
         Sale with a fair market value of less than $2.5 million); and


                                      54
<PAGE>


                  (c)      at least 75% of the consideration therefor received
         by the Company or such Restricted Subsidiary is in the form of (i)
         cash or Cash Equivalents or (ii) Replacement Assets or a combination
         thereof. For purposes of this Section 4.10, each of the following
         shall be deemed to be cash:

                           (1)      any liabilities (as shown on the Company's
                  or such Restricted Subsidiary's most recent balance sheet) of
                  the Company or any Restricted Subsidiary (other than
                  liabilities that are by their terms subordinated to the Notes
                  or any Subsidiary Guarantee) that are assumed by the
                  transferee of any such assets pursuant to a customary written
                  novation agreement that releases the Company or such
                  Restricted Subsidiary from further liability; and

                           (2)      any securities, notes or other obligations
                  received by the Company or any such Restricted Subsidiary
                  from such transferee that are promptly converted by the
                  Company or such Restricted Subsidiary into cash or Cash
                  Equivalents (to the extent of the cash or Cash Equivalents
                  received in that conversion).

                  Within 360 days after the receipt of any Net Proceeds from an
Asset Sale, the Company may apply such Net Proceeds at its option: (i) to repay
Senior Debt and to correspondingly reduce commitments with respect thereto;
(ii) to acquire all or substantially all of the assets of, or a majority of the
Voting Stock of, another Permitted Business; (iii) to make a capital
expenditure in or that is used or useful in a Permitted Business; or (iv) to
acquire other long-term assets in or that are used or useful in a Permitted
Business.

                  Pending the final applications of any such Net Proceeds, the
Company may temporarily reduce revolving credit borrowings or otherwise invest
such Net Proceeds in any manner that is not prohibited by this Indenture.

                  Any Net Proceeds from Asset Sales that are not applied or
invested as provided in the preceding paragraph will constitute "EXCESS
Proceeds." When the aggregate amount of Excess Proceeds exceeds $5.0 million,
the Company will make an offer to purchase (an "Asset Sale Offer") to all
Holders of Notes and all holders of other Indebtedness that is pari passu with
the Notes containing provisions similar to those set forth in this Indenture
with respect to offers to purchase with the proceeds of sales of assets to
purchase the maximum principal amount of Notes and such other pari passu
Indebtedness as may be purchased out of the Excess Proceeds. The offer price in
any Asset Sale Offer will be equal to 100% of principal amount plus accrued and
unpaid interest and Liquidated Damages thereon, if any, to the date of purchase
(or, in respect of such other pari passu Indebtedness, such lesser price, if
any, as may be provided for by the terms of such Indebtedness), and will be
payable in cash (or, in respect of such other pari passu Indebtedness, in cash
and/or such other property, if any, as may be provided for or permitted by the
terms of such Indebtedness). If any Excess Proceeds remain after consummation
of an Asset Sale Offer, the Company may use such Excess Proceeds for any
purpose not otherwise prohibited by this Indenture. If the aggregate principal
amount of Notes and such other pari passu Indebtedness tendered into such Asset
Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the
Notes and such other pari passu Indebtedness to be purchased on a pro rata
basis based on the principal amount of Notes and such other pari


                                      55
<PAGE>


passu Indebtedness tendered. Upon completion of each Asset Sale Offer, the
amount of Excess Proceeds shall be reset at zero.

                  The Company will 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 each
repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the
provisions of any securities laws or regulations conflict with the Asset Sales
provisions of this Indenture, the Company will comply with the applicable
securities laws and regulations and will not be deemed to have breached its
obligations under the Asset Sale provisions of this Indenture by virtue of such
conflict.

Section 4.11      Transactions with Affiliates.

                  The Company will not, and will not permit any of its
Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or
otherwise dispose of any of its properties or assets to, or purchase any
property or assets from, or enter into or make or amend any transaction,
contract, agreement, understanding, loan, advance or guarantee with, or for the
benefit of, any Affiliate (each, an "AFFILIATE TRANSACTION"), unless:

                  (1)      such Affiliate Transaction is on terms that are no
         less favorable to the Company or the relevant Restricted Subsidiary
         than those that would have been obtained in a comparable transaction
         by the Company or such Restricted Subsidiary with an unrelated Person;
         and

                  (2)      the Company delivers to the Trustee:

                           (a)      with respect to any Affiliate Transaction
                  or series of related Affiliate Transactions involving
                  aggregate consideration in excess of $2.5 million, a
                  resolution of the Board of Directors set forth in an
                  Officers' Certificate certifying that such Affiliate
                  Transaction complies with this Section and that such
                  Affiliate Transaction has been approved by a majority of the
                  disinterested members of the Board of Director; and

                           (b)      with respect to any Affiliate Transaction
                  or series of related Affiliate Transactions involving
                  aggregate consideration in excess of $5.0 million, an opinion
                  as to the fairness to the Company or such Restricted
                  Subsidiary of such Affiliate Transaction from a financial
                  point of view issued by an accounting, appraisal or
                  investment banking firm of national standing.

                  The following items shall not be deemed to be Affiliate
Transactions and, therefore, will not be subject to the provisions of the prior
paragraph:

                  (1)      transactions solely between or among the Company
         and/or its Restricted Subsidiaries;

                  (2)      payment of reasonable directors fees;


                                      56
<PAGE>


                  (3)      transactions provided for in the Approved Affiliate
         Agreements as in effect on the Closing Date;

                  (4)      the issuance or sale of any Equity Interests (other
         than Disqualified Stock) of the Company;

                  (5)      the payment of fees, compensation or employee
         benefits to, and indemnity provided for the benefit of, directors,
         officers or employees of the Company or any Restricted Subsidiary
         (other than the Principal or a Related Party of the Principal) in the
         ordinary course of business if approved by a majority of the
         disinterested members of the Board of Directors or the Compensation
         Committee thereof; and

                  (6)      Restricted Payments that are permitted by Section
         4.07 of this Indenture.

Section 4.12      Liens.

                  The Company will not, and will 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 securing Indebtedness,
Attributable Debt or trade payables (other than Permitted Liens) upon any of
their property or assets, now owned or hereafter acquired, unless all payments
due under this Indenture and the Notes are secured on an equal and ratable
basis with the obligations so secured until such time as such obligations are
no longer secured by a Lien.

Section 4.13      Business Activities.

                  The Company will not, and will not permit any Restricted
Subsidiary to, engage in any business other than Permitted Businesses, except
to such extent as would not be material to the Company and its Restricted
Subsidiaries taken as a whole.

Section 4.14      Limitation on Senior Subordinated Debt.

                  The Company will not incur, create, issue, assume, guarantee
or otherwise become liable for any Indebtedness that is subordinate or junior
in right of payment to any Senior Debt of the Company and senior in any respect
in right of payment to the Notes. No Guarantor will incur, create, issue,
assume, guarantee or otherwise become liable for any Indebtedness that is
subordinate or junior in right of payment to the Senior Debt of such Guarantor
and senior in any respect in right of payment to such Guarantor's Subsidiary
Guarantee.

Section 4.15 Offer to Repurchase upon a Change of Control.

                  Upon the occurrence of a Change of Control, each Holder of
Notes 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 10 days following
any Change of Control, the Company


                                      57
<PAGE>


shall mail a notice 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 4.15 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 (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 his
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.

                  (b)      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,
pursuant to the Officer's Certificate, 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. Prior to compliance with this Section
4.15, but in any event within 90 days following a Change of Control, the
Company shall either repay all outstanding Senior Debt or obtain the requisite
consents, if any, under all agreements governing outstanding Senior Debt to
permit the repurchase of Notes required by this Section 4.15. The Company shall
publicly announce the results of the Change of Control Offer on or as soon as
practicable after the Change of Control Payment Date.


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<PAGE>


                  (c)      Notwithstanding anything to the contrary in this
Section 4.15, 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 4.15 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 4.16      Limitation on Issuances and Sales of Equity Interests in
                  Restricted Subsidiaries.

                  The Company will not, and will not permit any of its
Restricted Subsidiaries to, transfer, convey, sell or otherwise dispose of any
Equity Interests in any Restricted Subsidiary of the Company to any Person
(other than the Company or a Wholly Owned Restricted Subsidiary of the
Company); provided, however, that this Section 4.16 will not prohibit:

                  (1)      the sale or other disposition of all, but not less
         than all, of the issued and outstanding Equity Interests of a
         Restricted Subsidiary owned by the Company and its Restricted
         Subsidiaries, if such owner applies the Net Cash Proceeds of any such
         sale in accordance with Section 4.10;

                  (2)      the sale or other disposition of a portion of the
         issued and outstanding Equity Interests of a Restricted Subsidiary
         (provided that, with respect to any Guarantor, such Equity Interests
         are in the form of Common Stock), 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
         Equity Interests 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 and (B) the Company and/or such
         Restricted Subsidiaries applies the Net Cash Proceeds of any such sale
         in accordance with Section 4.10; or

                  (3)      transfers, conveyances, sales or other dispositions
         (A) to directors of director's qualifying shares or (B) of shares of
         Restricted Subsidiaries required by applicable law to be owned by
         foreign nationals.

Section 4.17      Designation of Restricted and Unrestricted Subsidiaries.

                  The Board of Directors may designate any Restricted
Subsidiary to be an Unrestricted Subsidiary if that designation would not cause
a Default. If a Restricted Subsidiary is designated as an Unrestricted
Subsidiary, the aggregate fair market value of all outstanding Investments
owned by the Company and its Restricted Subsidiaries in the Subsidiary so
designated will be deemed to be a Restricted Investment made as of the time of
such designation and that designation will only be permitted if such Investment
would be permitted at that time and if such Restricted Subsidiary otherwise
meets the definition of an Unrestricted Subsidiary. The Board of Directors of
the Company may at any time designate any Unrestricted Subsidiary to be a
Restricted Subsidiary; provided that such designation shall be deemed to be an
incurrence of Indebtedness by a Restricted Subsidiary of the Company of any
outstanding Indebtedness of such Unrestricted Subsidiary and such designation
shall only be permitted if (1) such Indebtedness is permitted under Section
4.09, calculated on a pro forma basis as if such


                                      59
<PAGE>


designation had occurred at the beginning of the four-quarter reference period;
and (2) no Default or Event of Default would be in existence following such
designation.

Section 4.18      Payments for Consent.

                  The Company will not, and will not permit any of its
Restricted Subsidiaries to, directly or indirectly, pay or cause to be paid any
consideration to or for the benefit of any Holder of Notes 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 and is paid to all Holders of the Notes 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 4.19      Limitations on Issuances of Guarantees of Indebtedness.

                  The Company will not permit any of its Restricted
Subsidiaries, directly or indirectly, to Guarantee or pledge any assets to
secure the payment of any other Indebtedness of the Company unless such
Restricted Subsidiary is a Guarantor or simultaneously executes and delivers a
supplemental indenture providing for the Guarantee of the payment of the Notes
by such Restricted Subsidiary, which Guarantee shall be senior to or pari passu
with such Subsidiary's Guarantee of or pledge to secure such other Indebtedness
unless such other Indebtedness is Senior Debt, in which case the Guarantee of
the Notes may be subordinated to the Guarantee of such Senior Debt to the same
extent as the Notes are subordinated to such Senior Debt.

                  Notwithstanding the preceding paragraph, any Subsidiary
Guarantee will provide by its terms that it will be automatically and
unconditionally released and discharged under the circumstances described in
Section 11.06. The form of the Subsidiary Guarantee is attached as Exhibit F.

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 other
than among the Company and its Wholly-Owned Restricted Subsidiaries; provided
that the Company or any Restricted Subsidiary may enter into a sale and
leaseback transaction if:

                  (1)      the Company or that Restricted Subsidiary, as
         applicable, could have incurred Indebtedness in an amount equal to the
         Attributable Debt relating to such sale and leaseback transaction
         under the Fixed Charge Coverage Ratio test in the first paragraph of
         Section 4.09;

                  (2)      the gross cash proceeds of that sale and leaseback
         transaction are at least equal to the fair market value, as determined
         in good faith by the Board of Directors and set forth in an Officers'
         Certificate delivered to the Trustee (or as determined in good faith
         by the Company in the case of a sale and leaseback transaction
         resulting in gross cash proceeds of less than $2.5 million), of the
         property that is the subject of that sale and leaseback transaction;
         and


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<PAGE>


                  (3)      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.

Section 4.21      Additional Subsidiary Guarantees.

                  If the Company or any of its Restricted Subsidiaries acquires
or creates another Domestic Subsidiary on or after the date of this Indenture
and 80% or more of the Equity Interests of such newly acquired or created
Domestic Subsidiary is owned by the Company and/or any of its Restricted
Subsidiaries, then that newly acquired or created Domestic Subsidiary must
become a Guarantor and execute a supplemental indenture (in the form of Exhibit
F hereto providing for the Guarantee of the payment of the Notes by such
Domestic Subsidiary on the same basis as the Guarantors at the time of the
execution of such supplemental indenture) and deliver an Opinion of Counsel to
the Trustee within 10 Business Days of the date on which it was acquired or
created.


                                 ARTICLE FIVE
                                   SUCCESSORS

Section 5.01      Merger Consolidation or Sale of Assets.

                  The Company may not, directly or indirectly: (1) consolidate
or merge with or into another Person (whether or not the Company is the
surviving corporation); or (2) sell, assign, transfer, convey or otherwise
dispose of all or substantially all of the properties or assets of the Company
and its Subsidiaries taken as a whole, in one or more related transactions, to
another Person; unless:

                  (1)      either: (a) the Company is the surviving
         corporation; or (b) the Person formed by or surviving any such
         consolidation or merger (if other than the Company) or to which such
         sale, assignment, transfer, conveyance or other disposition shall have
         been made is a corporation organized or existing under the laws of the
         U.S., any state thereof or the District of Columbia;

                  (2)      the Person formed by or surviving any such
         consolidation or merger (if other than the Company) or the Person to
         which such sale, assignment, transfer, conveyance or other disposition
         shall have been made assumes all the obligations of the Company under
         the Notes, this Indenture and the Registration Rights Agreement
         pursuant to agreements reasonably satisfactory to the Trustee;

                  (3)      immediately after such transaction no Default or
         Event of Default exists; and

                  (4)      the Company or the Person formed by or surviving any
         such consolidation or merger (if other than the Company), or to which
         such sale, assignment, transfer, conveyance or other disposition shall
         have been made: (a) will have a Consolidated Net


                                      61
<PAGE>


         Worth, immediately after the transaction, equal to or greater than the
         Consolidated Net Worth of the Company immediately preceding the
         transaction; and (b) will, on the date of such transaction after
         giving pro forma effect thereto and any related financing transactions
         as if the same had occurred at the beginning of the applicable
         four-quarter period, be permitted to incur at least $1.00 of
         additional Indebtedness pursuant to the Fixed Charge Coverage Ratio
         test set forth in the first paragraph of Section 4.09.

                  In addition, neither the Company nor any Restricted
Subsidiary may, directly or indirectly, lease all or substantially all of its
properties or assets, in one or more related transactions, to any other Person.
This Section 5.01 will not apply to a sale, assignment, transfer, conveyance or
other disposition of assets between or among the Company and any of its
Restricted Subsidiaries.


                                  ARTICLE SIX
                             DEFAULTS AND REMEDIES

Section 6.01      Events of Default.

                  Each of the following is an Event of Default:

                  (1)      default for 30 days in the payment when due of
         interest on, or Liquidated Damages with respect to, the Notes whether
         or not prohibited by the subordination provisions of this Indenture;

                  (2)      default in payment when due of the principal of, or
         premium, if any, on the Notes, whether or not prohibited by the
         subordination provisions of this Indenture;

                  (3)      failure by the Company or any of its Restricted
         Subsidiaries to comply with the provisions described in Sections 3.09,
         4.10, 4.15 and 5.01;

                  (4)      failure by the Company or any of its Restricted
         Subsidiaries for 60 days after receipt of notice from the Trustee or
         holders of at least 25% in principal amount of the Notes then
         outstanding to comply with any of the other agreements in this
         Indenture;

                  (5)      default under any mortgage, indenture or instrument
         under which there may be issued or by which there may be secured or
         evidenced any Indebtedness for money borrowed by the Company or any of
         its Restricted Subsidiaries (or the payment of which is guaranteed by
         the Company or any of its Restricted Subsidiaries) whether such
         Indebtedness or guarantee now exists, or is created after the date of
         this Indenture, if that default:

                           (a)      is caused by a failure to pay principal of,
                  or interest or premium, if any, on such Indebtedness prior to
                  the expiration of the grace period provided in such
                  Indebtedness on the date of such default (a "PAYMENT
                  DEFAULT") and the amount of such Indebtedness aggregates $5.0
                  million or more; or


                                      62
<PAGE>


                           (b)      results in the acceleration of such
                  Indebtedness prior to its express maturity,

         and, in either case, the principal amount of any such Indebtedness,
         the maturity of which has been accelerated, together with the amount
         of any Payment Default, exceeds $5.0 million;

                  (6)      failure by the Company or any of its Restricted
         Subsidiaries to pay final judgments (other than judgments which are
         covered by enforceable insurance policies issued by reputable carriers
         and as to which such insurers have acknowledged liability in writing)
         aggregating in excess of $5.0 million, which judgments are not paid,
         discharged or stayed for a period of 60 days;

                  (7)      except as permitted this Indenture, any Subsidiary
         Guarantee shall be held in any judicial proceeding to be unenforceable
         or invalid or shall cease for any reason to be in full force and
         effect or any Guarantor, or any Person acting on behalf of any
         Guarantor, shall deny or disaffirm its obligations under its
         Subsidiary Guarantee;

                  (8)      the Company or any of its Significant Subsidiaries,
         pursuant to or within the meaning of Bankruptcy Law:

                  (i)      commences a voluntary case,

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

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

                  (iv)     generally is not paying its debts as they become
         due; and

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

                           (i)      is for relief against the Company or any of
                  its Significant Subsidiaries, in an involuntary case;

                           (ii)     appoints a custodian of the Company or any
                  of its Significant Subsidiaries or for all or substantially
                  all of the property of the Company or any of its Significant
                  Subsidiaries; or

                           (iii)    orders the liquidation of the Company or
                  any of its Significant Subsidiaries;

         and the order or decree remains unstayed and in effect for 60
         consecutive days.

Section 6.02      Acceleration.

                  If any Event of Default (other than an Event of Default
specified in clause (8) or (9) of Section 6.01) occurs and is continuing, the
Trustee or the Holders of at least 25% in


                                      63
<PAGE>


principal amount of the then outstanding Notes may declare all principal,
premium, if any, accrued interest and Liquidated Damages, if any, of the Notes
to be due and payable immediately. Upon any such declaration, the Notes shall
become due and payable immediately. If any Event of Default specified in clause
(8) or (9) of Section 6.01 occurs and is continuing, then the principal,
premium, if any, accrued interest and Liquidated Damages, if any, on the Notes
shall ipso facto become and be immediately due and payable without any
declaration or other action on the part of the Trustee or any Holder.

                  If any Event of Default occurs by reason of any willful
action or inaction taken or not taken by the Company or on its behalf with the
intention of avoiding payment of the premium that the Company would have had to
pay if it then had elected to redeem the Notes pursuant to Section 3.07 hereof,
then, upon acceleration of the Notes, an equivalent premium shall also become
and be immediately due and payable, to the extent permitted by law, anything in
this Indenture or in the Notes to the contrary notwithstanding. If an Event of
Default occurs during any time that the Notes are outstanding, by reason of any
willful action (or inaction) taken (or not taken) by or on behalf of the
Company with the intention of avoiding the prohibition on redemption of the
Notes, then, the premium specified in this Indenture shall also become
immediately due and payable to the extent permitted by law upon the
acceleration of the Notes.

Section 6.03      Other Remedies.

                  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. In
addition, 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 as shall
be sufficient to cover the reasonable out-of-pocket costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel.

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

Section 6.04      Waiver of Past Defaults.

                  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 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 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


                                      64
<PAGE>


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.

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 it determines that withholding notice is in
their interest.

Section 6.06      Limitation on Suits.

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

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

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

                  (c)      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;

                  (d)      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

                  (e)      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.

                  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


                                      65
<PAGE>


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.

Section 6.08      Collection Suit by Trustee.

                  If an Event of Default specified in Section 6.01(1) or (2)
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.

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


                                      66
<PAGE>


                  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 actually incurred;

                  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 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.

                  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, 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, directions, and notices expressed
         therein, upon certificates or opinions furnished to the Trustee and
         conforming to the requirements of this Indenture. However, the Trustee
         shall examine


                                      67
<PAGE>


         the certificates and opinions to determine whether or not they conform
         to the requirements of this Indenture.

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

                  (i)      this paragraph 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 any
         directions, certificates or other notices received by it pursuant to
         this Indenture.

                  (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 its rights and powers under
this Indenture at the request of any Holders, unless such Holder shall have
offered to the Trustee security and indemnity satisfactory to it against any
loss, costs, liability or expense that might be incurred by it in connection
with the request or direction.

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

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.


                                      68
<PAGE>


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

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

                  (h)      Whether or not therein expressly so provided, every
provision of this Indenture that in any way relates to the Trustee is subject
to provisions of this Section 7.02.

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 of 1939, 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 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.


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<PAGE>


Section 7.06      Reports by Trustee to Holders of the Notes.

                  Within 60 days after each March 1 beginning with the March 1
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 ss. 313(a) (but if no event described in
TIA ss. 313(a) has occurred within the twelve months preceding the reporting
date, no report need be transmitted). The Trustee also shall comply with TIA
ss. 313(b)(2). The Trustee shall also transmit by mail all reports as required
by TIA ss. 313(c).

                  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 ss. 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.

                  The Company shall pay to the Trustee from time to time
reasonable compensation for its acceptance of this Indenture and services
hereunder as shall be agreed in writing between the Trustee and the Company. To
the extent permitted by law, the Trustee's compensation shall not be limited by
any law on compensation of a trustee of an express trust. The Company shall
reimburse the Trustee promptly upon request for all reasonable disbursements,
advances and expenses incurred or made by it in addition to the compensation
for its services. Such expenses shall include the reasonable compensation,
disbursements and expenses of the Trustee's agents and counsel.

                  The Company shall indemnify, defend and hold harmless the
Trustee against any and all losses, liabilities or expenses incurred by it
arising out of or in connection with the acceptance or administration of its
duties under this Indenture, including the reasonable costs and expenses
actually incurred 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, willful misconduct 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 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.

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

                  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 and premium and Liquidated Damages, if any, on particular Notes. Such
Lien shall survive the satisfaction and discharge of this Indenture.


                                      70
<PAGE>


                  When the Trustee incurs expenses or renders services after an
Event of Default specified in Section 6.01(8) or Section 6.01(9) 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.

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

Section 7.08      Replacement of Trustee.

                  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.

                  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:

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

                  (b)      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;

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

                  (d)      the Trustee becomes incapable of acting.

                  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.

                  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.

                  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.

                  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


                                      71
<PAGE>


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.

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 or banking association 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 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 ss. 310(a)(1), (2) and (5). The Trustee is subject to TIA
ss. 310(b).

Section 7.11      Preferential Collection of Claims Against Company.

                  The Trustee is subject to TIA ss. 311(a), excluding any
creditor relationship listed in TIA ss. 311(b). A Trustee who has resigned or
been removed shall be subject to TIA ss. 311(a) to the extent indicated
therein.


                                 ARTICLE EIGHT
                       DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01      Option to Effect Legal Defeasance or Covenant Defeasance.

                  The Company may, at its option and 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 8.01 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


                                      72
<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 payments in respect of the principal of, or interest or
         premium and Liquidated Damages, if any, on such Notes when such
         payments are due from the trust referred to in Section 8.04,

                  (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
         herewith, and

                  (d)      this Article Eight.

                  Subject to compliance with this Article Eight, 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 4.03, 4.05,
4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15, 4.16, 4.17, 4.18, 4.19,
4.20 and 4.21, hereof and the limitations set forth in Section 5.01(4) 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(3) though (7) shall not constitute Events of Default.


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<PAGE>


Section 8.04      Conditions to Legal or Covenant Defeasance.

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

                  (a)      the Company must irrevocably deposit with the
         Trustee, in trust, for the benefit of the Holders of the Notes, cash
         in U.S. dollars, non-callable Government Securities, or a combination
         thereof, in such amounts as will be sufficient, in the opinion of a
         nationally recognized firm of independent public accountants, to pay
         the principal of, or interest, premium and Liquidated Damages, if any,
         on the outstanding Notes on the stated maturity or on the applicable
         redemption date, as the case may be, and the Company must specify
         whether the Notes are being defeased to maturity or to a particular
         redemption date;

                  (b)      in the case of an election under Section 8.02
         hereof, the Company shall have delivered to the Trustee an Opinion of
         Counsel reasonably acceptable to the Trustee confirming that (i) the
         Company has received from, or there has been published by, the
         Internal Revenue Service a ruling or (ii) since the date hereof, there
         has been a change in the applicable federal income tax law, in either
         case to the effect that, and based thereon, such Opinion of Counsel
         shall confirm that, the Holders of 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;

                  (c)      in the case of an election under Section 8.03
         hereof, the Company shall have delivered to the Trustee an Opinion of
         Counsel reasonably acceptable to the Trustee confirming 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;

                  (d)      no Default or Event of Default shall have occurred
         and is continuing either (i) on the date of such deposit or (ii)
         insofar as Section 6.01(8) or Section 6.01(9) hereof are concerned, at
         any time in the period ending on the 91st day after the date of
         deposit;

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

                  (f)      the Company must have delivered to the Trustee an
         Opinion of Counsel to the effect that, assuming no intervening
         bankruptcy of the Company or any Guarantor between the date of deposit
         and the 91st day following the deposit and assuming that no Holder is
         an "insider" of the Company under applicable bankruptcy law, after the
         91st day following the deposit, the trust funds will not be subject to
         the effect of any applicable


                                      74
<PAGE>


         bankruptcy, insolvency, reorganization or similar laws affecting
         creditors' rights generally under any applicable United States or
         state law;

                  (g)      the Company must deliver to the Trustee an Officers'
         Certificate stating that the deposit was not made by the Company with
         the intent of preferring the Holders of Notes over the other creditors
         of the Company with the intent of defeating, hindering, delaying or
         defrauding creditors of the Company or others; and

                  (h)      the Company must deliver to the Trustee an Officers'
         Certificate and an Opinion of Counsel, each stating that all
         conditions precedent relating to the Legal Defeasance or the Covenant
         Defeasance have been complied with.

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

                  Subject to Section 8.06 hereof, all money and non-callable
Government Securities (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 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.

                  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 Government Securities 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.

                  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 Government
Securities 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
and Liquidated Damages, if any, or interest on any Note and remaining unclaimed
for two years after such principal and Liquidated Damages, 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


                                      75
<PAGE>


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 Government Securities 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.


                                 ARTICLE NINE
                        AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01      Without Consent of Holders of Notes.

                  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:

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

                  (b)      to provide for uncertificated Notes in addition to
         or in place of Definitive Notes;

                  (c)      to provide for the assumption of the Company's or
         any Guarantor's obligations to the Holders of the Notes in the case of
         a merger or consolidation or sale of all or substantially all of the
         Company's or such Guarantor's assets;

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

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


                                      76
<PAGE>


                  (f)      Upon the request of the Company accompanied by a
         resolution of its Board of Directors authorizing the execution of any
         such amended or supplemental Indenture, and upon receipt by the
         Trustee of the documents described in Section 7.02 hereof, the Trustee
         shall join with the Company in the execution of any amended or
         supplemental Indenture authorized or permitted by the terms of this
         Indenture and to make any further appropriate agreements and
         stipulations that may be therein contained, but the Trustee may, but
         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.

                  Except as provided below in this Section 9.02, this 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 Notes 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, without limitation, consents obtained in
connection with a purchase of, or tender offer or exchange offer for, Notes).

                  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.

                  Upon the request of the Company accompanied by a resolution
of its Board of Directors authorizing the execution of any such amended or
supplemental Indenture, and upon the filing with the Trustee of evidence
satisfactory to the Trustee of the consent of the Holders of Notes as
aforesaid, and upon receipt by the Trustee of the documents described in
Section 9.06 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.

                  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.

                  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


                                      77
<PAGE>


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 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):

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

                  (b)      reduce the principal of or change the fixed maturity
         of any Note or alter the provisions or waive any payment with respect
         to the redemption of the Notes;

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

                  (d)      waive a Default or Event of Default in the payment
         of principal of, or interest or premium, or Liquidated Damages, if
         any, on the Notes (except a rescission of acceleration of the Notes by
         the Holders of at least a majority in aggregate principal amount of
         Notes and a waiver of the payment default that resulted from such
         acceleration);

                  (e)      make any Note payable in money other than U.S.
         dollars;

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

                  (g)      release any Guarantor from any of its obligations
         under its Subsidiary Guarantee or this Indenture, except in accordance
         with the terms of this Indenture;

                  (h)      impair the right to institute suit for the
         enforcement of any payment on or with respect to the Notes or the
         Subsidiary Guarantees;

                  (i)      amend, change or modify the obligation of the
         Company to make and consummate an Asset Sale 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 4.15, including, in
         each case, amending, changing or modifying any definition relating
         thereto;

                  (j)      except as otherwise permitted under Article Five,
         consent to the assignment or transfer by the Company or any Guarantor
         of any of their rights or obligations under this Indenture;

                  (k)      amend or modify any of the provisions of this
         Indenture or the related definitions affecting the subordination or
         ranking of the Notes or any Subsidiary Guarantee in any manner adverse
         to the holders of the Notes or any Subsidiary Guarantee; or


                                      78
<PAGE>


                  (l)      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 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.

                  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.

                  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 of Directors 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
                                 SUBORDINATION

Section 10.01     Agreement to Subordinate.

                  The Company agrees, and each Holder by accepting a Note
agrees, that the payment of principal, interest and premium and Liquidated
Damages, if any, and other payment obligations on, or with respect to, the
Notes (including any obligation to repurchase the Notes) is


                                      79
<PAGE>


subordinated in right of payment, to the extent and in the manner provided in
this Article Ten, to the prior payment in full in cash of all Senior Debt
(whether outstanding on the date hereof or hereafter created, incurred, assumed
or guaranteed), and that the subordination is for the benefit of the holders of
Senior Debt.

Section 10.02     Liquidation; Dissolution; Bankruptcy.

                  The holders of Senior Debt of the Company will be entitled to
receive payment in full in cash of all Obligations due in respect of Senior
Debt of the Company (including interest after the commencement of any
bankruptcy proceeding at the rate specified in the applicable Senior Debt of
the Company) before the Holders of Notes will be entitled to receive any
payment with respect to the Notes (except that Holders of Notes may receive and
retain Permitted Junior Securities and payments made from the trust pursuant to
Article Eight hereof), in the event of any distribution to creditors of the
Company: (i) in a liquidation or dissolution of the Company; (ii) in a
bankruptcy, reorganization, insolvency, receivership or similar proceeding
relating to the Company or its property; (iii) in an assignment for the benefit
of creditors; or (iv) in any marshaling of the Company's assets and
liabilities.

Section 10.03     Default on Designated Senior Debt.

                  The Company may not make any payment in respect of the Notes
(except in Permitted Junior Securities or from the trust pursuant to Article
Eight hereof):

                  (a)      in the event of any default in the payment of
         principal of, interest or premium, if any, on any Designated Senior
         Debt, or any Obligation owing from time to time under or in respect of
         Senior Debt, or in the event that any default (other than a payment
         default) with respect to any Designated Senior Debt shall have
         occurred and be continuing and shall have resulted in such Designated
         Senior Debt becoming or being declared due and payable prior to the
         date on which it would otherwise have become due and payable; or

                  (b)      if any event of default other than as described in
         clause (a) above with respect to any Designated Senior Debt shall have
         occurred and be continuing permitting the holders of such Designated
         Senior Debt or the holders of any series thereof (or their
         Representative or Representatives) to declare such Designated Senior
         Debt due and payable prior to the date on which it would otherwise
         have become due and payable;

                           (1)      in case of any payment or nonpayment
                  default specified in clause (a), unless and until such
                  default shall have been cured or waived in writing in
                  accordance with the instruments governing such Designated
                  Senior Debt or such acceleration shall have been rescinded or
                  annulled, or

                           (2)      in case of any nonpayment default specified
                  in clause (b), during the period (a "PAYMENT BLOCKAGE
                  PERIOD") commencing on the date the Trustee receives written
                  notice (a "PAYMENT BLOCKAGE NOTICE") of such default from the
                  Company or a Representative of the holders of such Designated
                  Senior Debt (which notice shall be binding on the Company,
                  the Trustee and the Holders of Notes as to the occurrence of
                  such a nonpayment event of default) and ending on


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<PAGE>


                  the earlier of: the date on which such default is cured or
                  waived or 179 days after the date on which the applicable
                  Payment Blockage Notice is received, unless the maturity of
                  such Designated Senior Debt of the Company has been
                  accelerated.

                  No new Payment Blockage Notice may be delivered to the
Company or the Trustee that would start a new Payment Blockage Period unless
and until: (i) 360 days have elapsed since the delivery of the immediately
prior Payment Blockage Notice that started a Payment Blockage Period; and (ii)
all scheduled payments of principal, interest and premium and Liquidated
Damages, if any, on the Notes that have come due have been paid in full in
cash. No nonpayment event of default which existed or was continuing with
respect to the Designated Senior Debt on the date of delivery of any Payment
Blockage Notice to the Trustee shall be, or be made, the basis for the
commencement of any subsequent Payment Blockage Period unless such default has
been cured or waived for a period of not less than 90 days.

Section 10.04     Acceleration of Notes.

                  If payment of the Notes is accelerated because of an Event of
Default, the Company and the Trustee shall promptly notify holders of Senior
Debt of the acceleration.

Section 10.05     When Distribution Must Be Paid Over.

                  In the event that the Trustee or any Holder receives any
payment of any Obligations with respect to the Notes (except in Permitted
Junior Securities or from the trust pursuant to Article Eight hereof) at a time
when the Trustee or such Holder, as applicable, has actual knowledge that such
payment is prohibited by Article Ten hereof, such payment shall be held by the
Trustee or such Holder, as applicable, in trust for the benefit of, and shall
be paid forthwith over and delivered, upon written request, to the holders of
Senior Debt as their interests may appear or their Representative under this
Indenture or other agreement (if any) pursuant to which Senior Debt may have
been issued, as their respective interests may appear, for application to the
payment of all Obligations with respect to Senior Debt remaining unpaid to the
extent necessary to pay such Obligations in full in accordance with their
terms, after giving effect to any concurrent payment or distribution to or for
the holders of Senior Debt.

                  With respect to the holders of Senior Debt, the Trustee
undertakes to perform only such obligations on the part of the Trustee as are
specifically set forth in this Article Ten, and no implied covenants or
obligations with respect to the holders of Senior Debt shall be read into this
Indenture against the Trustee. The Trustee shall not be deemed to owe any
fiduciary duty to the holders of Senior Debt, and shall not be liable to any
such holders if the Trustee shall pay over or distribute to or on behalf of
Holders or the Company or any other Person money or assets to which any holders
of Senior Debt shall be entitled by virtue of this Article Ten, except if such
payment is made as a result of the willful misconduct or gross negligence of
the Trustee.

Section 10.06     Notice by the Company.

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


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<PAGE>


Section 10.07     Subrogation.

                  After all Senior Debt is paid in cash in full and until the
Notes are paid in full, Holders of Notes shall be subrogated (equally and
ratably with all other Indebtedness pari passu with the Notes) to the rights of
holders of Senior Debt to receive distributions applicable to Senior Debt to
the extent that distributions otherwise payable to the Holders of Notes have
been applied to the payment of Senior Debt. A distribution made under this
Article Ten to holders of Senior Debt that otherwise would have been made to
Holders of Notes is not, as between the Company and Holders, a payment by the
Company on the Notes.

Section 10.08     Relative Rights.

                  This Article Ten defines the relative rights of Holders of
Notes and holders of Senior Debt. Nothing in this Indenture shall:

                  (a)      impair, as between the Company and Holders of Notes,
         the obligation of the Company, which is absolute and unconditional, to
         pay principal of and interest on the Notes in accordance with their
         terms;

                  (b)      affect the relative rights of Holders of Notes and
         creditors of the Company other than their rights in relation to
         holders of Senior Debt; or

                  (c)      prevent the Trustee or any Holder of Notes from
         exercising its available remedies upon a Default or Event of Default,
         subject to the rights of holders and owners of Senior Debt to receive
         distributions and payments otherwise payable to Holders of Notes.

                  If the Company fails because of this Article Ten to pay
principal of or interest on a Note on the due date, the failure is still a
Default or Event of Default.

Section 10.09     Subordination May Not Be Impaired by the Company.

                  No right of any holder of Senior Debt to enforce the
subordination of the Indebtedness evidenced by the Notes shall be impaired by
any act or failure to act by the Company or any Holder or by the failure of the
Company or any Holder to comply with this Indenture.

Section 10.10     Distribution or Notice to Representative.

                  Whenever a distribution is to be made or a notice given to
holders of Senior Debt, the distribution may be made and the notice given to
their Representative.

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


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<PAGE>


Company, the amount thereof or payable thereon, the amount or amounts paid or
distributed thereon and all other facts pertinent thereto or to this Article
Ten.

Section 10.11     Rights of Trustee and Paying Agent.

                  Notwithstanding the provisions of this Article Ten or any
other provision of this Indenture, the Trustee shall not be charged with
knowledge of the existence of any facts that would prohibit the making of any
payment or distribution by the Trustee, and the Trustee and the Paying Agent
may continue to make payments on the Notes, unless the Trustee shall have
received at its Corporate Trust Office at least five Business Days prior to the
date of such payment written notice of facts that would cause the payment of
any Obligations with respect to the Notes to violate this Article Ten. Only the
Company or a Representative may give the notice. Nothing in this Article Ten
shall impair the claims of, or payments to, the Trustee under or pursuant to
Section 7.07 hereof.

                  The Trustee in its individual or any other capacity may hold
Senior Debt with the same rights it would have if it were not Trustee. Any
Agent may do the same with like rights.

Section 10.12     Authorization to Effect Subordination.

                  Each Holder of Notes, by the Holder's acceptance thereof,
authorizes and directs the Trustee on such Holder's behalf to take such action
as may be necessary or appropriate to effectuate the subordination as provided
in this Article Ten, and appoints the Trustee to act as such Holder's
attorney-in-fact for any and all such purposes. If the Trustee does not file a
proper proof of claim or proof of debt in the form required in any proceeding
referred to in Section 6.09 hereof at least 30 days before the expiration of
the time to file such claim, the lenders under the Credit Agreement are hereby
authorized to file an appropriate claim for and on behalf of the Holders of the
Notes.


                                ARTICLE ELEVEN
                             SUBSIDIARY GUARANTEES

Section 11.01     Guarantee.

                  Subject to this Article Eleven each of the Guarantors hereby,
jointly and severally, unconditionally guarantees 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: (a) 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 (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 (b) 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, subject to any applicable grace period,
whether at stated maturity, by acceleration or otherwise. Failing payment when


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<PAGE>


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.

                  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
covenants that (except as otherwise provided in this Article Eleven) this
Subsidiary Guarantee shall not be discharged except by complete performance of
the obligations contained in the Notes and this Indenture.

                  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 Subsidiary Guarantee, to the extent theretofore discharged, shall be
reinstated in full force and effect as to such amount only.

                  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 Subsidiary 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 Subsidiary 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 Subsidiary Guarantee.

Section 11.02     Subordination of Subsidiary Guarantee.

                  The Obligations of each Guarantor under its Subsidiary
Guarantee pursuant to this Article Eleven shall be subordinated to the prior
payment in full, in cash, of all Indebtedness under the Credit Agreement and
all other Senior Debt of such Guarantor to the same extent the Notes are
subordinated to Senior Debt of the Company. For the purposes of the foregoing
sentence, the Trustee and the Holders shall have the right to receive and/or
retain payments by any of the Guarantors only at such times as they may receive
and/or retain payments in respect of the Notes pursuant to this Indenture,
including Article Ten hereof.


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<PAGE>


Section 11.03     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
Subsidiary 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 Subsidiary Guarantee. To effectuate the foregoing
intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree
that the obligations of such Guarantor shall be limited to the maximum amount
as 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 respect of the
obligations of such other Guarantor under this Article Eleven, result in the
obligations of such Guarantor under its Subsidiary Guarantee not constituting a
fraudulent transfer or conveyance.

Section 11.04     Execution and Delivery of Subsidiary Guarantee.

                  To evidence its Subsidiary Guarantee set forth in Section
11.01, each Guarantor hereby agrees that a notation of such Subsidiary
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 its President or one of its Vice Presidents.

                  Each Guarantor hereby agrees that its Subsidiary 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
Subsidiary Guarantee.

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

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

                  In the event that the Company creates or acquires any new
Domestic Subsidiaries subsequent to the date of this Indenture, if required by
Section 4.21 hereof, the Company shall cause such Domestic Subsidiaries to
execute supplemental indentures to this Indenture and Subsidiary Guarantees in
accordance with Section 4.21 hereof and this Article Eleven, to the extent
applicable.

Section 11.05     Guarantors May Consolidate, Etc., on Certain Terms.

                  Except as otherwise provided in Section 11.06, a Guarantor
may not sell or otherwise dispose of all or substantially all of its assets, or
consolidate with or merge with or into (whether or not such Guarantor is the
surviving Person) another Person unless:


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<PAGE>


                  (a)      immediately after giving effect to such transaction,
         no Default or Event of Default exists; and

                  (b)      either:

                           (i)      the Person acquiring the property in any
                  such sale or disposition or the Person formed by or surviving
                  any such consolidation or merger 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 that Guarantor under this Indenture, its
                  Subsidiary Guarantee and the Registration Rights Agreement
                  pursuant to a supplemental indenture satisfactory to the
                  Trustee; or

                           (ii)     such sale or other disposition complies
                  with Section 4.10, including the application of the Net
                  Proceeds therefrom.

                  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 satisfactory in form to the Trustee,
of the Subsidiary Guarantee endorsed upon the Notes and the due and punctual
performance of all of the covenants and conditions of this 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 Subsidiary 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 Subsidiary Guarantees so issued shall in all
respects have the same legal rank and benefit under this Indenture as the
Subsidiary Guarantees theretofore and thereafter issued in accordance with the
terms of this Indenture as though all of such Subsidiary Guarantees had been
issued at the date of the execution hereof.

                  Except as set forth in Articles 4 and 5 hereof, and
notwithstanding clauses (a) and (b) above, nothing contained in this Indenture
or in any of the Notes shall prevent any consolidation or merger of a Guarantor
with or into the Company or another Guarantor, or shall prevent any sale or
conveyance of the property of a Guarantor as an entirety or substantially as an
entirety to the Company or another Guarantor.

Section 11.06     Releases Following Sale of Assets.

                  Any Guarantor will be released and relieved of any
obligations under its Subsidiary Guarantee, (i) in connection with any sale or
other disposition of all or substantially all of the assets of that Guarantor
(including by way of merger or consolidation) to a Person that is not (either
before or after giving effect to such transaction) a Restricted Subsidiary of
the Company, if the sale or other disposition of all or substantially all of
the assets of that Guarantor complies with Section 4.10 hereof, including the
application of the Net Proceeds therefrom; (ii) in connection with any sale of
all of the Capital Stock of a Guarantor to a Person that is not (either before
or after giving effect to such transaction) a Restricted Subsidiary of the
Company, if the sale of all such Capital Stock of that Guarantor complies with
Section 4.10 hereof, including the application of the Net Proceeds therefrom;
(iii) if the Company properly designates


                                      86
<PAGE>


any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary; or
(iv) in connection with any sale of Capital Stock of a Guarantor to a Person
that results in the Guarantor no longer being a Subsidiary of the Company, if
the sale of such Capital Stock of that Guarantor complies with Section 4.10,
including the application of the Net Proceeds therefrom. Upon delivery by the
Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to
the effect that such sale or other disposition was made by the Company in
accordance with the provisions of this Indenture, including without limitation
Section 4.10 hereof, the Trustee shall execute any documents reasonably
required in order to evidence the release of any Guarantor from its obligations
under its Subsidiary Guarantee.

                  Any Guarantor not released from its obligations under its
Subsidiary 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.


                                ARTICLE TWELVE
                           SATISFACTION AND DISCHARGE

Section 12.01     Satisfaction and Discharge.

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

                  (a)      either:

                  (i)      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

                  (ii)     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 Government Securities, or a combination
         thereof, in such amounts as will be sufficient without consideration
         of any reinvestment of interest, to pay and discharge the entire
         indebtedness on the Notes not delivered to the Trustee for
         cancellation for principal, premium, accrued interest and Liquidated
         Damages, if any, to the date of maturity or redemption;

                  (b)      no Default or Event of Default shall have occurred
         and is 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;


                                      87
<PAGE>


                  (c)      the Company or any Guarantor has paid or caused to
         be paid all sums payable by it under this Indenture; and

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

                  The Company shall deliver an Officers' Certificate and an
Opinion of Counsel to the Trustee stating that all conditions precedent to
satisfaction and discharge have been satisfied.

                  Notwithstanding the above, the Trustee shall pay to the
Company from time to time upon its request any cash or Government Securities
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 amount thereof
that would then be required to be deposited to effect a satisfaction and
discharge under this Article Thirteen.

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

                  Subject to Section 12.03 hereof, all money and non-callable
Government Securities (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.


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<PAGE>


                               ARTICLE THIRTEEN
                                 MISCELLANEOUS

Section 13.01     Trust Indenture Act Controls.

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

Section 13.02     Notices.

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

                  If to the Company:

                  aaiPharma, Inc.
                  2320 Scientific Park Drive
                  Wilmington, North Carolina  28405
                  Telephone No.:  (910) 254-7000
                  Attention:  Thomas Aluise

                  With copies to:

                  Robinson, Bradshaw & Hinson, P.A.
                  101 North Tryon Street, Suite 1900
                  Charlotte, NC  28246
                  Telephone No.:  (704) 377-8388
                  Attention: Matthew S. Churchill, Esq.

                  If to the Trustee:

                  First Union National Bank
                  401 South Tryon Street, 12th Floor
                  Charlotte, NC 28288-1179
                  Telephone No.: (704) 374-4587
                  Attention:  James Long

                  With copies to:

                  Helms, Mulliss & Wicker, PLLC
                  201 North Tryon Street
                  Charlotte, North Carolina 28202
                  Telephone No.: (704) 343-2260
                  Attention:  Rebecca Chaffin, Esq.


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<PAGE>


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

                  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.

                  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 ss. 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.

                  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.

                  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 ss. 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 ss. 312(c).

Section 13.04     Certificate and Opinion as to Conditions Precedent.

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

                  (a)      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

                  (b)      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.

                  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 ss. 314(a)(4)) shall comply with the provisions of TIA
ss. 314(e) and shall include:


                                      90
<PAGE>


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

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

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

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

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 past, present or future director, officer, employee,
incorporator, stockholder, agent or holder of any Equity Interest of the
Company or any of its Subsidiaries, as such, shall have any liability for any
obligations of the Company or the Guarantors under the Notes, this Indenture,
the Subsidiary Guarantees, the Exchange Notes, or the Registration Rights
Agreement, 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     Liquidated Damages.

                  Whenever Liquidated Damages are to be paid pursuant to the
terms of this Indenture, the Company shall provide to the Trustee a certificate
setting forth the calculation used in determining the amount of such Liquidated
Damages.

Section 13.09     Governing Law.

                  THE INTERNAL LAWS OF THE STATE OF NEW YORK SHALL GOVERN AND
BE USED TO CONSTRUE THIS INDENTURE, THE NOTES AND THE SUBSIDIARY 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.


                                      91
<PAGE>

Section 13.10     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 and irrevocably and unconditionally
waive and agree not to plead or claim in any such court has been brought in an
inconvenient forum.

Section 13.11     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 13.12     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 11.05 and Section
11.06.

Section 13.13     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 13.14     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 13.15     Acts of Holders.

                  (a)      Any request, demand, authorization, direction,
notice, consent, waiver or other action provided by this Indenture to be given
or taken by 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


                                       92
<PAGE>

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.

                  (b)      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 of the
Person executing the same, may also be proved in any other manner which the
Trustee deems sufficient.

                  (c)      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.

                  (d)      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 of Directors, 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 ss. 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.

                  (e)      Any request, demand, authorization, direction,
notice, consent, waiver or other Act of the Holder of any Note shall bind every
future Holder of the same Note and the Holder of every Note issued upon the
registration 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.


                                       93
<PAGE>

                  (f)      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 13.16     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.

Section 13.17     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.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                                       94
<PAGE>

                                   SIGNATURES

                                       AAIPHARMA INC.



                                       By: /s/ William L. Ginna, Jr.
                                          -------------------------------------
                                       Name:  William L. Ginna, Jr.
                                       Title:  Executive Vice President and CFO

                                       Applied Analytical Industries Learning
                                         Center, Inc.
                                       AAI Japan, Inc.
                                       AAI Properties, Inc.
                                       AAI Technologies, Inc.
                                       Kansas City Analytical Services, Inc.
                                       Medical & Technical Research Associates,
                                         Inc.
                                       AAI International Inc.
                                       NeoSan Pharmaceuticals Inc.



                                       By: /s/ William L. Ginna, Jr.
                                          -------------------------------------
                                       Name:  William L. Ginna, Jr.
                                       Title:  Authorized Signatory

                                       FIRST UNION NATIONAL BANK,
                                               as Trustee



                                       By: /s/ James F. Long
                                          -------------------------------------
                                       Name:  James F. Long
                                       Title:  Assistant Vice President


                                       95
<PAGE>

                                                                      EXHIBIT A1

                                 [Face of Note]

         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 2.08 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 NOR 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 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


                                      A1-1
<PAGE>

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 00252WAA2

No. R-1                                                         **$174,340,000**

                                 AAIPHARMA inc.

                     11% Senior Subordinated Notes due 2010

Issue Date: March 28, 2002

                  aaiPharma Inc., a Delaware corporation (the "Company", which
term includes any successor under the Indenture hereinafter referred to), for
value received, promises to pay to DTC, or its registered assigns, the principal
sum of ONE HUNDRED SEVENTY FOUR MILLION THREE HUNDRED FORTY DOLLARS
($174,340,000) on April 1, 2010.

Interest Payment Dates: April 1 and October 1, commencing October 1, 2002.

Record Dates: March 15 and September 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.

                                       AAIPHARMA INC.



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



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

This is one of the 11% Senior Subordinated Notes due 2010 described in the
within-mentioned Indenture.

Dated:

FIRST UNION NATIONAL BANK,

as Trustee



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


                                      A1-4
<PAGE>

                             [Reverse Side of Note]

                                 AAIPHARMA inc.

                     11% Senior Subordinated Notes due 2010

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

                  1.       Note.  This Note shall represent the aggregate
principal amount of outstanding Notes from time to time endorsed hereon. The
aggregate principal amount of outstanding Notes represented hereby may from time
to time be reduced or increased, as appropriate, to reflect exchanges and
redemptions. Any endorsement of this Note to reflect the amount of any increase
or decrease in the aggregate principal amount of outstanding Notes represented
hereby shall be made by the Trustee in accordance with instructions given by the
Holder hereof as required by Section 2.07 of the Indenture.

                  2.       Interest.  The Company promises to pay interest on
the principal amount of this Note at 11% per annum 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, semi-annually in arrears on
April 1 and October 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 October 1, 2002. The Company shall pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue
principal and premium, if any, from time to time on demand at the rate then in
effect; it shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue installments of interest and
Liquidated Damages (without regard to any applicable grace periods) from time to
time on demand at the same rate to the extent lawful. Interest shall be computed
on the basis of a 360-day year of twelve 30-day months.

                  3.       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
March 15 or September 15 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


                                      A1-5
<PAGE>

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.

                  4.       Paying Agent and Registrar.  Initially, First Union
National Bank, 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 Restricted Subsidiaries may act in any
such capacity.

                  5.       Indenture.   The Company issued the Notes under an
Indenture dated as of March 28, 2002 ("Indenture") among the Company, the
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. This Note is an obligation of the Company limited to $175.00
million in aggregate principal amount. The Indenture pursuant to which this Note
is issued provides for the issuance of Notes with a maximum aggregate principal
amount of $300.00 million.

                  6.       Optional Redemption.  (a) Except as set forth in
paragraphs 5(b) and 7 below, the Company shall not have the option to redeem the
Notes prior to April 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 April 1 of the years
indicated below (subject to the right of Holder on the relevant record date to
receive interest due on the related Interest Payment Date):

<TABLE>
<CAPTION>
         Year                                                                         Percentage
         ----                                                                         ----------
         <S>                                                                          <C>
         2006..................................................................        105.500%
         2007..................................................................        103.667%
         2008..................................................................        101.833%
         2009 and thereafter...................................................        100.000%
</TABLE>

                  (b)      Notwithstanding the foregoing, at any time prior to
April 1, 2005, the Company may redeem up to 35% of the aggregate principal
amount of Notes issued under the Indenture at a redemption price of 111.000% of
the principal amount thereof, plus accrued and unpaid interest and Liquidated
Damages thereon, if any, to the redemption date, with the net cash proceeds of
one or more Equity Issuances; provided that at least 65% of the aggregate
principal amount of Notes issued under the Indenture remains outstanding
immediately after the occurrence of such redemption (excluding Notes held by the
Company and its Subsidiaries); and such redemption shall occur within 60 days of
the date of the closing of such Equity Issuance.

                  7.       Mandatory Redemption.  The Company shall not be
required to make mandatory redemption payments or sinking fund payments with
respect to the Notes.


                                      A1-6
<PAGE>

                  8.       Selection and Notice of Redemption.  If less than all
of the Notes are to be redeemed at any time, the Trustee will select Notes for
redemption as follows: (i) if the Notes are listed, in compliance with the
requirements of the principal national securities exchange on which the Notes
are listed, or (ii) if the Notes are not so listed, on a pro rata basis, by lot
or by any method as the Trustee deems fair and appropriate. No Notes of $1,000
or less may be redeemed in part. Except as otherwise provided in the Indenture,
notices of redemption will be mailed by first class mail at least 30 but not
more than 60 days before the redemption date to each Holder to be redeemed at
its registered address. 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.       Repurchase at Option of Holder.  (a) If there is a
Change of Control, each Holder of Note will have the right to require the
Company to make an offer (a "Change of Control Offer") to repurchase all or any
part (equal to $1,000 or an integral multiple thereof) of each Holder's Notes at
a purchase price equal to 101% of the aggregate principal amount of Notes
repurchased plus accrued and unpaid interest and Liquidated Damages, if any, to
the date of purchase (the "Change of Control Payment"). Within 10 days following
any Change of Control, the Company shall 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, pursuant to the procedures required by the Indenture and
described in such notice.

                  (b)      When the aggregate amount of Excess Proceeds from one
or more Asset Sales exceeds $5.0 million, the Company shall commence an offer
("Asset Sale Offer") pursuant to Section 4.10 of the Indenture to all Holders of
Notes, and all holders of other Indebtedness that is pari passu with the Notes
containing provisions similar to those set forth in the Indenture with respect
to offers to purchase with the proceeds of sales of assets, to purchase the
maximum principal amount of Notes and such other pari passu Indebtedness that
may be purchased out of the Excess Proceeds. The offer price in any Asset Sale
Offer shall be equal to 100% of principal amount plus accrued and unpaid
interest and Liquidated Damages, if any, to the date of purchase, and shall be
payable in cash, in accordance with the procedures set forth in the Indenture.
If any Excess Proceeds remain after consummation of an Asset Sale Offer, the
company or the Restricted Subsidiary may use such Excess Proceeds for any
purpose not otherwise prohibited by the Indenture. Upon completion of each Asset
Sale Offer, the amount of Excess Proceeds will be reset at zero.

                  10.      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


                                      A1-7
<PAGE>

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.

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

                  12.      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 (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 Event of 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 (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 Definitive Notes, to provide for the assumption of
the Company's or any Guarantor's obligations to Holders of the Notes in case of
a merger or consolidation or sale of all or substantially all of the assets of
the Company or any Guarantor, to make any change that would provide any
additional rights or benefits to the Holders of the Notes or that does not
adversely affect the legal rights under the Indenture of any such Holder or to
comply with the requirements of the SEC in order to effect or maintain the
qualification of the Indenture under the Trust Indenture Act.

                  13.      Defaults and Remedies.  In the case of an Event of
Default, as defined in the Indenture arising from certain events of bankruptcy
or insolvency with respect to the Company or any of its Significant
Subsidiaries, all outstanding Notes will become due and payable immediately and
automatically 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
principal amount of the then outstanding Notes may declare all the Notes to be
due and payable immediately. Holders of the Notes may not enforce the Indenture
or the Notes except as provided in the Indenture. Subject to certain
limitations, Holders of a majority in principal amount of the then outstanding
Notes may direct the Trustee in its exercise of any trust or power. 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.

                  In the case of any Event of Default occurring by reason of any
willful action or inaction taken or not taken by the Company or on their behalf
with the intention of avoiding payment of the premium that the Company would
have had to pay if it then had elected to redeem the Notes pursuant to the
optional redemption provisions of the Indenture, an equivalent premium shall
also become and be immediately due and payable to the extent permitted by law
upon the acceleration of the Notes. If an Event of Default occurs during any
time that the Notes


                                      A1-8
<PAGE>

or Guarantees are outstanding, by reason of any willful action (or inaction)
taken (or not taken) by the Company or on its behalf with the intention of
avoiding the prohibition on redemption of the Notes, then the premium specified
in the Indenture shall also become immediately due and payable to the extent
permitted by law upon the acceleration of the Notes.

                  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 agent, or stockholder or holder
of any Equity Interest ofthe Company or any of its Subsidiaries, as such, will
have any liability for any of the Company's or any Guarantors' obligations under
the Notes, the Indenture, any Subsidiary Guarantees, the Exchange Notes, the
Registration Rights Agreement or for any claim based on, in respect of, or by
reason of, these obligations or their creation. Each Holder by accepting a Note
waives and releases all such liability. The waiver and release are part of the
consideration for issuance of the Notes.

                  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 March 28, 2002, between the Company, the 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:

                  aaiPharma Inc.
                  2320 Scientific Park Drive
                  Wilmington, North Carolina 28405
                  Telephone No.: (910) 254-7000
                  Attention: Andrea Johnston


                                      A1-9
<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).


                                     A1-10
<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 4.15 of the Indenture, check the appropriate
box below:

                          " Section 4.10 " Section 4.15

                  If you want to elect to have only part of the Note purchased
by the Company pursuant to Section 4.10 or Section 4.15 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).


                                     A1-11
<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>


                                     A1-12
<PAGE>

                                 [Face of Note]

         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 2.08 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 CERTIFIED 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 NOR 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 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


                                      A2-1
<PAGE>

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 U98718AA4

No. S-2                                                            **$660,000**

                                 AAIPHARMA inc.

                     11% Senior Subordinated Notes due 2010

Issue Date: March 28, 2002

                  aaiPharma Inc., a Delaware corporation (the "Company") which
term includes any successor under the Indenture hereinafter referred to), for
value received, promises to pay to DTC, or its registered assigns, the principal
sum of SIX HUNDRED SIXTY THOUSAND DOLLARS ($660,000 ) on April 1, 2010.

Interest Payment Dates: April 1 and October 1, commencing October 1, 2002.

Record Dates: March 15 and September 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.

                                       AAIPHARMA INC.



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



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

This is one of the 11% Senior Notes due 2010 described in the within-mentioned
Indenture.

Dated:

FIRST UNION NATIONAL BANK,

as Trustee



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


                                      A2-4
<PAGE>

                             [Reverse Side of Note]

                                 AAIPHARMA INC.

                     11% Senior Subordinated Notes due 2010

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

                  1.       Note.  This Note shall represent the aggregate
principal amount of outstanding Notes from time to time endorsed hereon. The
aggregate principal amount of outstanding Notes represented hereby may from time
to time be reduced or increased, as appropriate, to reflect exchanges and
redemptions. Any endorsement of this Note to reflect the amount of any increase
or decrease in the aggregate principal amount of outstanding Notes represented
hereby shall be made by the Trustee in accordance with instructions given by the
Holder hereof as required by Section 2.07 of the Indenture.

                  2.       Interest.  The Company promises to pay interest on
the principal amount of this Note at 11% per annum 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, semi-annually in arrears on
April 1 and October 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 October 1, 2002. The Company shall pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue
principal and premium, if any, from time to time on demand at the rate then in
effect; it shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue installments of interest and
Liquidated Damages (without regard to any applicable grace periods) from time to
time on demand at the same rate to the extent lawful. Interest shall be computed
on the basis of a 360-day year of twelve 30-day months.

                  3.       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
March 15 or September 15 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


                                      A2-5
<PAGE>

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.

                  4.       Paying Agent and Registrar.  Initially, First Union
National Bank, 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 Restricted Subsidiaries may act in any
such capacity.

                  5.       Indenture.  The Company issued the Notes under an
Indenture dated as of March 28, 2002 ("Indenture") among the Company, the
Guarantors. 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. This
Note is an obligation of the Company limited to $175.00 in aggregate principal
amount. The Indenture pursuant to which this Note is issued provides for the
issuance of Notes with a maximum aggregate principal amount of $300.00 million.

                  6.       Optional Redemption.  (a) Except as set forth in
paragraphs 5(b) and 7 below, the Company shall not have the option to redeem the
Notes prior to April 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 April 1 of the years
indicated below (subject to the right of Holder on the relevant record date to
receive interest due on the related Interest Payment Date):

<TABLE>
<CAPTION>
         Year                                                                         Percentage
         ----                                                                         ----------
         <S>                                                                          <C>
         2006..................................................................        105.500%
         2007..................................................................        103.667%
         2008..................................................................        101.833%
         2009 and thereafter...................................................        100.000%
</TABLE>

                  (b)      Notwithstanding the foregoing, at any time prior to
April 1, 2005, the Company may redeem up to 35% of the aggregate principal
amount of Notes issued under the Indenture at a redemption price of 111.000% of
the principal amount thereof, plus accrued and unpaid interest and Liquidated
Damages thereon, if any, to the redemption date, with the net cash proceeds of
one or more Equity Issuances; provided that at least 65% of the aggregate
principal amount of Notes issued under the Indenture remains outstanding
immediately after the occurrence of such redemption (excluding Notes held by the
Company and its Subsidiaries); and such redemption shall occur within 60 days of
the date of the closing of such Equity Issuance.


                                      A2-6
<PAGE>

                  7.       Mandatory Redemption.  The Company shall not be
required to make mandatory redemption payments or sinking fund payments with
respect to the Notes.

                  8.       Selection and Notice of Redemption.  If less than
all of the Notes are to be redeemed at any time, the Trustee will select Notes
for redemption as follows: (i) if the Notes are listed, in compliance with the
requirements of the principal national securities exchange on which the Notes
are listed, or (ii) if the Notes are not so listed, on a pro rata basis, by lot
or by any method as the Trustee deems fair and appropriate. No Notes of $1,000
or less may be redeemed in part. Except as otherwise provided in the Indenture,
notices of redemption will be mailed by first class mail at least 30 but not
more than 60 days before the redemption date to each Holder to be redeemed at
its registered address. 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.       Repurchase at Option of Holder.  (a) If there is a
Change of Control, each Holder of Note will have the right to require the
Company to make an offer (a "Change of Control Offer") to repurchase all or any
part (equal to $1,000 or an integral multiple thereof) of each Holder's Notes at
a purchase price equal to 101% of the aggregate principal amount of Notes
repurchased plus accrued and unpaid interest and Liquidated Damages, if any, to
the date of purchase (the "Change of Control Payment"). Within 10 days following
any Change of Control, the Company shall 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, pursuant to the procedures required by the Indenture and
described in such notice.

                  (b)      When the aggregate amount of Excess Proceeds from one
or more Asset Sales exceeds $5.0 million, the Company shall commence an offer
("Asset Sale Offer") pursuant to Section 4.10 of the Indenture to all Holders of
Notes, and all holders of other Indebtedness that is pari passu with the Notes
containing provisions similar to those set forth in the Indenture with respect
to offers to purchase with the proceeds of sales of assets, to purchase the
maximum principal amount of Notes and such other pari passu Indebtedness that
may be purchased out of the Excess Proceeds. The offer price in any Asset Sale
Offer shall be equal to 100% of principal amount plus accrued and unpaid
interest and Liquidated Damages, if any, to the date of purchase, and shall be
payable in cash, in accordance with the procedures set forth in the Indenture.
If any Excess Proceeds remain after consummation of an Asset Sale Offer, the
Company or the Restricted Subsidiary may use such Excess Proceeds for any
purpose not otherwise prohibited by the Indenture. Upon completion of each Asset
Sale Offer, the amount of Excess Proceeds will be reset at zero.

                  10.      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


                                      A2-7
<PAGE>

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.

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

                  12.      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 (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 Event of 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 (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 Definitive Notes, to provide for the assumption of
the Company's or any Guarantor's obligations to Holders of the Notes in case of
a merger or consolidation or sale of all or substantially all of the assets of
the Company or any Guarantor, to make any change that would provide any
additional rights or benefits to the Holders of the Notes or that does not
adversely affect the legal rights under the Indenture of any such Holder, or to
comply with the requirements of the SEC in order to effect or maintain the
qualification of the Indenture under the Trust Indenture Act.

                  13.      Defaults and Remedies.  In the case of an Event of
Default, as defined in the Indenture arising from certain events of bankruptcy
or insolvency with respect to the Company or any of its Significant
Subsidiaries, all outstanding Notes will become due and payable immediately and
automatically 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
principal amount of the then outstanding Notes may declare all the Notes to be
due and payable immediately. Holders of the Notes may not enforce the Indenture
or the Notes except as provided in the Indenture. Subject to certain
limitations, Holders of a majority in principal amount of the then outstanding
Notes may direct the Trustee in its exercise of any trust or power. 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.

                  In the case of any Event of Default occurring by reason of any
willful action or inaction taken or not taken by the Company or on their behalf
with the intention of avoiding payment of the premium that the Company would
have had to pay if it then had elected to


                                      A2-8
<PAGE>

redeem the Notes pursuant to the optional redemption provisions of the
Indenture, an equivalent premium shall also become and be immediately due and
payable to the extent permitted by law upon the acceleration of the Notes. If an
Event of Default occurs during any time that the Notes or Guarantees are
outstanding, by reason of any willful action (or inaction) taken (or not taken)
by the Company or on its behalf with the intention of avoiding the prohibition
on redemption of the Notes, then the premium specified in the Indenture shall
also become immediately due and payable to the extent permitted by law upon the
acceleration of the Notes.

                  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, agent, stockholder or holder
of any Equity Interest of the Company or any of its Subsidiaries, as such, will
have any liability for any of the Company's or any Guarantors' obligations under
the Notes, the Indenture, any Subsidiary Guarantees, the Exchange Notes, the
Registration Rights Agreement or for any claim based on, in respect of, or by
reason of, these obligations or their creation. Each Holder by accepting a Note
waives and releases all such liability. The waiver and release are part of the
consideration for issuance of the Notes.

                  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 March 28, 2002, between the Company, the 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:


                                      A2-9
<PAGE>

                  aaiPharma Inc.
                  2320 Scientific Park Drive
                  Wilmington, North Carolina 28405
                  Telephone No.: (910) 254-7000
                  Attention: Andrea Johnston


                                      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 4.15 of the Indenture, check the appropriate
box below:

                          " Section 4.10 " Section 4.15

                  If you want to elect to have only part of the Note purchased
by the Company pursuant to Section 4.10 or Section 4.15 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

aaiPharma Inc.
2320 Scientific Park Drive
Wilmington, North Carolina  28405
Telephone No.: (910) 254-7000
Attention: Thomas Aluise

[            ]

                  Re: 11% Senior Subordinated Notes due 2010

                  Reference is hereby made to the Indenture, dated as of March
28, 2002 (the "Indenture"), among aaiPharma Inc., a Delaware corporation (the
"Company"), the Guarantors, and First Union National Bank 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.

                  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


                                      B-1

<PAGE>

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 (a) or Rule
904(a) 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 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


                                      B-2

<PAGE>

         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.

                  This certificate and the statements contained herein are made
for your benefit and the benefit of the Company.


                                      B-3

<PAGE>

                                       -----------------------------------------
                                       [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

aaiPharma Inc.
2320 Scientific Park Drive
Wilmington, North Carolina  28405
Telephone No.: (910) 254-7000
Attention: Thomas Aluise

                  Re: 11% Senior Subordinated Notes due 2010

                  Reference is hereby made to the Indenture, dated as of March
28, 2002 (the "Indenture"), among aaiPharma Inc., a Delaware corporation (the
"Company"), the Guarantors and First Union National Bank, 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

                  (a) Check if Exchange is from beneficial interest in a
Restricted Global Note to beneficial interest in an Unrestricted Global Note. In
connection with the Exchange of the Owner's beneficial interest in a Restricted
Global Note for a beneficial interest in an Unrestricted Global Note in an equal
principal amount 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.

                  (b) Check if Exchange is from beneficial interest in a
Restricted Global Note to Unrestricted Definitive Note. In connection with the
Exchange of the Owner's beneficial interest in a Restricted Global Note for an
Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note
is being acquired for the Owner's own account without transfer, (ii) such
Exchange has been effected in compliance with the transfer restrictions
applicable to the Restricted Global Notes and pursuant to and in accordance with
the Securities Act, (iii) the restrictions on transfer contained in the
Indenture and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act and (iv) the Definitive Note is being
acquired in compliance with any applicable blue sky securities laws of any state
of the United States.


                                      C-1

<PAGE>

                  (c) Check if Exchange is from Restricted Definitive Note to
beneficial interest in an Unrestricted Global Note. In connection with the
Owner's Exchange of a Restricted Definitive Note for a beneficial interest in an
Unrestricted Global Note, the Owner hereby certifies (i) the beneficial interest
is being acquired for the Owner's own account without transfer, (ii) such
Exchange has been effected in compliance with the transfer restrictions
applicable to Restricted Definitive Notes and pursuant to and in accordance with
the Securities Act, (iii) the restrictions on transfer contained in the
Indenture and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act and (iv) the beneficial interest is being
acquired in compliance with any applicable blue sky securities laws of any state
of the United States.

                  (d) Check if Exchange is from Restricted Definitive Note to
Unrestricted Definitive Note. In connection with the Owner's Exchange of a
Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby
certifies (i) the Unrestricted Definitive Note is being acquired for the Owner's
own account without transfer, (ii) such Exchange has been effected in compliance
with the transfer restrictions applicable to Restricted Definitive Notes and
pursuant to and in accordance with the Securities Act, (iii) the restrictions on
transfer contained in the Indenture and the Private Placement Legend are not
required in order to maintain compliance with the Securities Act and (iv) the
Unrestricted Definitive Note is being acquired in compliance with any applicable
blue sky securities laws of any state of the United States.

                  2.       Exchange of Restricted Definitive Notes or Beneficial
Interests in Restricted Global Notes for Restricted Definitive Notes or
Beneficial Interests in Restricted Global Notes

                  (a) Check if Exchange is from beneficial interest in a
         Restricted Global Note to Restricted Definitive Note. In connection
         with the Exchange of the 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.

                  (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


                                      C-2

<PAGE>

         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

aaiPharma Inc.
2320 Scientific Park Drive
Wilmington, North Carolina  28405
Telephone No.: (910) 254-7000
Attention: Thomas Aluise

                  Re: 11% Senior Subordinated Notes due 2010

                  Reference is hereby made to the Indenture, dated as of March
28, 2002 (the "Indenture"), among aaiPharma Inc., a Delaware corporation (the
"Company"), the Guarantors and First Union National Bank, 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


                                      D-1

<PAGE>

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.

                  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, dated as of March 28, 2002 (the
"Indenture"), among aaiPharma Inc., the other Guarantors (as defined in the
Indenture) and First Union National Bank, as trustee (the "Trustee") has,
jointly and severally, unconditionally guaranteed, to the extent set forth in
the Indenture and subject to the provisions thereof, (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 Subsidiary Guarantee and the
Indenture are expressly set forth in Article Eleven of the Indenture and
reference is hereby made to the Indenture for the precise terms of the
Subsidiary Guarantee. Each Holder of a Note, by accepting the same, (a) agrees
to and shall be bound by such provisions, (b) authorizes and directs the
Trustee, on behalf of such Holder, to take such action as may be necessary or
appropriate to effectuate the subordination as provided in the Indenture and (c)
appoints the Trustee attorney-in-fact of such Holder for such purpose; provided,
however, that the Indebtedness evidenced by this Subsidiary Guarantee shall
cease to be so subordinated and subject in right of payment upon any defeasance
of this Note in accordance with the provisions of the Indenture.



                                       [Name of Guarantor]



                                       By:
                                          --------------------------------------
                                          Name:
                                          Title: Authorized Signatory


                                      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 aaiPharma Inc. (or its permitted successor), a Delaware
corporation (the "Company"), the Company, the other Guarantors (as defined in
the Indenture referred to herein) and First Union National Bank, 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 March 28, 2002 providing
for the issuance of an aggregate principal amount of $175.00 million of 11%
Senior Subordinated Notes due 2010 (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 "Subsidiary
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 (subject in all cases to any applicable grace period found in the
Indenture) 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

<PAGE>

grace period found in the Indenture), 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, 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)      Subject to Section 6.06 of the Indenture, the
following is 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 Subsidiary 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 Subsidiary 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 Subsidiary 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 Subsidiary Guarantee.

                  (h)      Pursuant to Section 11.03 of the Indenture, after
giving effect to any maximum amount and any other contingent and fixed
liabilities that are relevant under any

<PAGE>

applicable Bankruptcy Law or fraudulent conveyance 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 respect of the obligations of such other
Guarantor under Article Eleven of the Indenture the obligations of such
Guaranteeing Subsidiary shall be limited to the maximum amount as shall result
in the obligations of such Guarantor under its Subsidiary Guarantee not
constituting a fraudulent transfer or conveyance.

                  3.       Subordination. The Obligations of the Guaranteeing
Subsidiary under its Subsidiary Guarantee pursuant to this Supplemental
Indenture shall be junior and subordinated to the prior payment in full, in
cash, of all Indebtedness under the Credit Agreement and all other Senior Debt
of the Guaranteeing Subsidiary on the same basis as the Notes are junior and
subordinated to the Senior Debt of the Company. For the purposes of the
foregoing sentence, the Trustee and the Holders shall have the right to receive
and/or retain payments by the Guaranteeing Subsidiary only at such time as they
may receive and/or retain payments in respect of the Notes pursuant to the
Indenture, including Article Ten thereof.

                  4.       Execution and Delivery. Each Guaranteeing Subsidiary
agrees that the Subsidiary Guarantees shall remain in full force and effect
notwithstanding any failure to endorse on each Note a notation of such
Subsidiary Guarantee.

                  5.       Guaranteeing Subsidiary May Consolidate, Etc., on
Certain Terms. Except as otherwise provided in Section 11.06 of the Indenture, a
Guarantor may not sell or otherwise dispose of all or substantially all of its
assets, or consolidate with or merge with or into (whether or not such Guarantor
is the surviving Person) another Person unless:

                  (a) immediately after giving effect to such transaction, no
         Default or Event of Default exists; and

                  (b) either:

                           (i)      the Person acquiring the property in any
                  such sale or disposition or the Person formed by or surviving
                  any such consolidation or merger 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 that Guarantor under this Indenture, its
                  Subsidiary Guarantee and the Registration Rights Agreement
                  pursuant to a supplemental indenture satisfactory to the
                  Trustee; or

                           (ii)     such sale or other disposition complies with
                  Section 4.10, including the application of the Net Proceeds
                  therefrom.

                  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 satisfactory in form to the Trustee,
of the Subsidiary 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.

<PAGE>

Such successor Person thereupon may cause to be signed any or all of the
Subsidiary 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 Subsidiary Guarantees so issued shall in all respects have the
same legal rank and benefit under the Indenture as the Subsidiary Guarantees
theretofore and thereafter issued in accordance with the terms of the Indenture
as though all of such Subsidiary Guarantees had been issued at the date of the
execution hereof.

                  Except as set forth in Articles 4 and 5 of the Indenture, and
notwithstanding clauses (a) and (b) above, nothing contained in the Indenture or
in any of the Notes shall prevent any consolidation or merger of a Guarantor
with or into the Company or another Guarantor, or shall prevent any sale or
conveyance of the property of a Guarantor as an entirety or substantially as an
entirety to the Company or another Guarantor.

                  6.       Releases.

                  (a) Any Guarantor will be released and relieved of any
         obligations under its Subsidiary Guarantee, (i) in connection with any
         sale or other disposition of all or substantially all of the assets of
         that Guarantor (including by way of merger or consolidation) to a
         Person that is not (either before or after giving effect to such
         transaction) a Restricted Subsidiary of the Company, if the sale or
         other disposition of all or substantially all of the assets of that
         Guarantor complies with Section 4.10 of the Indenture, including the
         application of the Net Proceeds therefrom; (ii) in connection with any
         sale of all of the Capital Stock of a Guarantor to a Person that is not
         (either before or after giving effect to such transaction) a Restricted
         Subsidiary of the Company, if the sale of all such Capital Stock of
         that Guarantor complies with Section 4.10 of the Indenture, including
         the application of the Net Proceeds therefrom; (iii) if the Company
         designates any Restricted Subsidiary that is a Guarantor as an
         Unrestricted Subsidiary in accordance with the terms hereof; or (iv) in
         connection with any sale of Capital Stock of a Guarantor to a Person
         that results in the Guarantor no longer being a Subsidiary of the
         Company, if the sale of such Capital Stock of that Guarantor complies
         with Section 4.10, including the application of the Net Proceeds
         therefrom. Upon delivery by the Company to the Trustee of an Officers'
         Certificate and an Opinion of Counsel to the effect that such sale or
         other disposition was made by the Company in accordance with the
         provisions of the Indenture, including without limitation Section 4.10
         hereof, the Trustee shall execute any documents reasonably required in
         order to evidence the release of any Guarantor from its obligations
         under its Subsidiary Guarantee.

                  (b) Any Guarantor not released from its obligations under its
         Subsidiary 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.

                  7.       No Recourse Against Others. No past, present or
future director, officer, employee, incorporator, stockholder or agent of the
Guaranteeing Subsidiary, as such, shall have any liability for any obligations
of the Company or any Guaranteeing Subsidiary under the Notes, any Subsidiary
Guarantees, the Indenture or this Supplemental Indenture or for any claim based
on, in respect of, or by reason of, such obligations or their creation. Each
Holder of the

<PAGE>

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. Such waiver may
not be effective to waive liabilities under the federal securities laws.

                  8.       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.

                  9.       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.

                  10.      Effect of Headings. The Section headings herein are
for convenience only and shall not affect the construction hereof.

                  11.      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.



                                       [Guaranteeing Subsidiary]



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



                                       AAIPHARMA INC.



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



                                       FIRST UNION NATIONAL BANK, as Trustee



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