Exhibit 4.7


 




 


 





InSight Health
Services Corp.


SENIOR SECURED FLOATING RATE NOTES DUE 2011






 


Indenture


Dated as of September 22,
2005


 






 


U.S. Bank National Association


Trustee


 


 






 




 



















CROSS-REFERENCE TABLE*


	
  Trust Indenture

  Act Section

  	
   

  	
  Indenture Section

  
	
  310

  	
  (a)(1)

  	
   

  	
  7.10

  
	
   

  	
  (a)(2)

  	
   

  	
  7.10

  
	
   

  	
  (a)(3)

  	
   

  	
  N.A.

  
	
   

  	
  (a)(4)

  	
   

  	
  N.A.

  
	
   

  	
  (a)(5)

  	
   

  	
  7.10

  
	
   

  	
  (b)

  	
   

  	
  7.10

  
	
   

  	
  (c)

  	
   

  	
  N.A.

  
	
  311

  	
  (a)

  	
   

  	
  7.11

  
	
   

  	
  (b)

  	
   

  	
  7.11

  
	
   

  	
  (c)

  	
   

  	
  N.A.

  
	
  312

  	
  (a)

  	
   

  	
  2.06

  
	
   

  	
  (b)

  	
   

  	
  13.03

  
	
   

  	
  (c)

  	
   

  	
  13.03

  
	
  313

  	
  (a)

  	
   

  	
  7.06, 13.03

  
	
   

  	
  (b)(1)

  	
   

  	
  N.A.

  
	
   

  	
  (b)(2)

  	
   

  	
  7.06

  
	
   

  	
  (c)

  	
   

  	
  7.06, 13.02

  
	
   

  	
  (d)

  	
   

  	
  7.06

  
	
  314

  	
  (a)

  	
   

  	
  7.06, 13.05

  
	
   

  	
  (b)

  	
   

  	
  N.A.

  
	
   

  	
  (c)(1)

  	
   

  	
  N.A.

  
	
   

  	
  (c)(2)

  	
   

  	
  N.A.

  
	
   

  	
  (c)(3)

  	
   

  	
  N.A.

  
	
   

  	
  (d)

  	
   

  	
  10.05

  
	
   

  	
  (e)

  	
   

  	
  13.05

  
	
   

  	
  (f)

  	
   

  	
  N.A.

  
	
  315

  	
  (a)

  	
   

  	
  N.A.

  
	
   

  	
  (b)

  	
   

  	
  N.A.

  
	
   

  	
  (c)

  	
   

  	
  N.A.

  
	
   

  	
  (d)

  	
   

  	
  N.A.

  
	
   

  	
  (e)

  	
   

  	
  N.A.

  
	
  316

  	
  (a) (last sentence)

  	
   

  	
  N.A.

  
	
   

  	
  (a)(1)(A)

  	
   

  	
  N.A.

  
	
   

  	
  (a)(1)(B)

  	
   

  	
  N.A.

  
	
   

  	
  (a)(2)

  	
   

  	
  N.A.

  
	
   

  	
  (b)

  	
   

  	
  N.A.

  
	
   

  	
  (c)

  	
   

  	
  13.14

  



 






N.A. means not applicable.


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











 


	
  317

  	
  (a)(1)

  	
   

  	
  N.A.

  
	
   

  	
  (a)(2)

  	
   

  	
  N.A.

  
	
   

  	
  (b)

  	
   

  	
  N.A.

  
	
  318

  	
  (a)

  	
   

  	
  N.A.

  
	
   

  	
  (b)

  	
   

  	
  N.A.

  
	
   

  	
  (c)

  	
   

  	
  13.01

  



 















 


Table of Contents


	
  

  	
   

  	
   

  	
   

  	
  Page

  
	
  CROSS-REFERENCE TABLE

  	
   

  	
  i

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE ONE

  
	
  DEFINITIONS AND INCORPORATION

  
	
  BY REFERENCE

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 1.01

  	
   

  	
  Definitions

  	
   

  	
  1

  
	
  Section 1.02

  	
   

  	
  Other
  Definitions

  	
   

  	
  25

  
	
  Section 1.03

  	
   

  	
  Incorporation by
  Reference of Trust Indenture Act

  	
   

  	
  26

  
	
  Section 1.04

  	
   

  	
  Rules of
  Construction

  	
   

  	
  26

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE TWO

  
	
  THE NOTES

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 2.01

  	
   

  	
  Form and Dating

  	
   

  	
  27

  
	
  Section 2.02

  	
   

  	
  Execution and
  Authentication

  	
   

  	
  28

  
	
  Section 2.03

  	
   

  	
  Methods of
  Receiving Payments on the Notes

  	
   

  	
  29

  
	
  Section 2.04

  	
   

  	
  Registrar and
  Paying Agent

  	
   

  	
  29

  
	
  Section 2.05

  	
   

  	
  Paying Agent to
  Hold Money in Trust

  	
   

  	
  29

  
	
  Section 2.06

  	
   

  	
  Holder Lists

  	
   

  	
  30

  
	
  Section 2.07

  	
   

  	
  Transfer and
  Exchange

  	
   

  	
  30

  
	
  Section 2.08

  	
   

  	
  Replacement
  Notes

  	
   

  	
  33

  
	
  Section 2.09

  	
   

  	
  Outstanding
  Notes

  	
   

  	
  33

  
	
  Section 2.10

  	
   

  	
  Treasury Notes

  	
   

  	
  44

  
	
  Section 2.11

  	
   

  	
  Temporary Notes

  	
   

  	
  44

  
	
  Section 2.12

  	
   

  	
  Cancellation

  	
   

  	
  44

  
	
  Section 2.13

  	
   

  	
  Defaulted
  Interest

  	
   

  	
  44

  
	
  Section 2.14

  	
   

  	
  CUSIP Numbers

  	
   

  	
  45

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE THREE

  
	
  REDEMPTION AND PREPAYMENT;

  
	
  SATISFACTION AND DISCHARGE

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 3.01

  	
   

  	
  Notices to
  Trustee

  	
   

  	
  45

  
	
  Section 3.02

  	
   

  	
  Selection of
  Notes to Be Redeemed

  	
   

  	
  45

  
	
  Section 3.03

  	
   

  	
  Notice of
  Redemption

  	
   

  	
  45

  
	
  Section 3.04

  	
   

  	
  Effect of Notice
  of Redemption

  	
   

  	
  46

  
	
  Section 3.05

  	
   

  	
  Deposit of
  Redemption Price

  	
   

  	
  46

  
	
  Section 3.06

  	
   

  	
  Notes Redeemed
  in Part

  	
   

  	
  47

  
	
  Section 3.07

  	
   

  	
  Optional
  Redemption

  	
   

  	
  47

  
	
  Section 3.08

  	
   

  	
  Mandatory
  Redemption

  	
   

  	
  48

  
	
  Section 3.09

  	
   

  	
  Repurchase
  Offers

  	
   

  	
  48

  
	
  Section 3.10

  	
   

  	
  Application of
  Trust Money

  	
   

  	
  50

  



 



 i
 






 



 


	
  ARTICLE FOUR

  
	
  COVENANTS

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 4.01

  	
   

  	
  Payment of Notes

  	
   

  	
  50

  
	
  Section 4.02

  	
   

  	
  Maintenance of
  Office or Agency

  	
   

  	
  50

  
	
  Section 4.03

  	
   

  	
  Reports

  	
   

  	
  51

  
	
  Section 4.04

  	
   

  	
  Compliance
  Certificate

  	
   

  	
  51

  
	
  Section 4.05

  	
   

  	
  Taxes

  	
   

  	
  52

  
	
  Section 4.06

  	
   

  	
  Stay, Extension
  and Usury Laws

  	
   

  	
  52

  
	
  Section 4.07

  	
   

  	
  Restricted
  Payments

  	
   

  	
  52

  
	
  Section 4.08

  	
   

  	
  Dividend and
  Other Payment Restrictions Affecting Restricted Subsidiaries

  	
   

  	
  57

  
	
  Section 4.09

  	
   

  	
  Incurrence of
  Indebtedness and Issuance of Disqualified Stock

  	
   

  	
  58

  
	
  Section 4.10

  	
   

  	
  Asset Sales

  	
   

  	
  62

  
	
  Section 4.11

  	
   

  	
  Transactions
  with Affiliates

  	
   

  	
  63

  
	
  Section 4.12

  	
   

  	
  Liens

  	
   

  	
  64

  
	
  Section 4.13

  	
   

  	
  Corporate
  Existence

  	
   

  	
  65

  
	
  Section 4.14

  	
   

  	
  Offer to
  Repurchase upon a Change of Control

  	
   

  	
  65

  
	
  Section 4.15

  	
   

  	
  Limitation on
  Issuances and Sales of Capital Stock of Restricted Subsidiaries

  	
   

  	
  66

  
	
  Section 4.16

  	
   

  	
  Designation of
  Restricted and Unrestricted Subsidiaries

  	
   

  	
  66

  
	
  Section 4.17

  	
   

  	
  Payments for
  Consent

  	
   

  	
  67

  
	
  Section 4.18

  	
   

  	
  Limitations on
  Issuances of Guarantees of Indebtedness

  	
   

  	
  67

  
	
  Section 4.19

  	
   

  	
  Additional
  Guarantees

  	
   

  	
  68

  
	
  Section 4.20

  	
   

  	
  Sale and
  Leaseback Transactions

  	
   

  	
  68

  
	
  Section 4.21

  	
   

  	
  Deposit of cash and
  Cash Equivalents.

  	
   

  	
  68

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE FIVE

  
	
  SUCCESSORS

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 5.01

  	
   

  	
  Merger,
  Consolidation or Sale of Assets

  	
   

  	
  69

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE SIX

  
	
  DEFAULTS AND REMEDIES

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 6.01

  	
   

  	
  Events of
  Default

  	
   

  	
  70

  
	
  Section 6.02

  	
   

  	
  Acceleration

  	
   

  	
  72

  
	
  Section 6.03

  	
   

  	
  Other Remedies

  	
   

  	
  73

  
	
  Section 6.04

  	
   

  	
  Waiver of Past
  Defaults

  	
   

  	
  73

  
	
  Section 6.05

  	
   

  	
  Control by
  Majority

  	
   

  	
  74

  
	
  Section 6.06

  	
   

  	
  Limitation on Suits

  	
   

  	
  74

  
	
  Section 6.07

  	
   

  	
  Rights of
  Holders of Notes to Receive Payment

  	
   

  	
  74

  
	
  Section 6.08

  	
   

  	
  Collection Suit
  by Trustee

  	
   

  	
  75

  
	
  Section 6.09

  	
   

  	
  Trustee May File
  Proofs of Claim

  	
   

  	
  75

  
	
  Section 6.10

  	
   

  	
  Priorities

  	
   

  	
  75

  
	
  Section 6.11

  	
   

  	
  Undertaking for
  Costs

  	
   

  	
  76

  



 



 ii
 






 



 


	
  ARTICLE SEVEN

  
	
  TRUSTEE

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 7.01

  	
   

  	
  Duties of
  Trustee

  	
   

  	
  76

  
	
  Section 7.02

  	
   

  	
  Certain Rights
  of Trustee

  	
   

  	
  77

  
	
  Section 7.03

  	
   

  	
  Individual
  Rights of Trustee

  	
   

  	
  78

  
	
  Section 7.04

  	
   

  	
  Trustee’s
  Disclaimer

  	
   

  	
  78

  
	
  Section 7.05

  	
   

  	
  Notice of
  Defaults

  	
   

  	
  78

  
	
  Section 7.06

  	
   

  	
  Reports by
  Trustee to Holders of the Notes

  	
   

  	
  78

  
	
  Section 7.07

  	
   

  	
  Compensation and
  Indemnity

  	
   

  	
  79

  
	
  Section 7.08

  	
   

  	
  Replacement of
  Trustee

  	
   

  	
  80

  
	
  Section 7.09

  	
   

  	
  Successor
  Trustee by Merger, Etc

  	
   

  	
  81

  
	
  Section 7.10

  	
   

  	
  Eligibility;
  Disqualification

  	
   

  	
  81

  
	
  Section 7.11

  	
   

  	
  Preferential
  Collection of Claims Against Company

  	
   

  	
  81

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE EIGHT

  
	
  DEFEASANCE AND COVENANT DEFEASANCE

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 8.01

  	
   

  	
  Option to Effect
  Legal Defeasance or Covenant Defeasance

  	
   

  	
  81

  
	
  Section 8.02

  	
   

  	
  Legal Defeasance
  and Discharge

  	
   

  	
  81

  
	
  Section 8.03

  	
   

  	
  Covenant
  Defeasance

  	
   

  	
  82

  
	
  Section 8.04

  	
   

  	
  Conditions to
  Legal or Covenant Defeasance

  	
   

  	
  82

  
	
  Section 8.05

  	
   

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

  	
   

  	
  83

  
	
  Section 8.06

  	
   

  	
  Repayment to the
  Company

  	
   

  	
  84

  
	
  Section 8.07

  	
   

  	
  Reinstatement

  	
   

  	
  84

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE NINE

  
	
  AMENDMENT, SUPPLEMENT AND WAIVER

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 9.01

  	
   

  	
  Without Consent of
  Holders of Notes

  	
   

  	
  85

  
	
  Section 9.02

  	
   

  	
  With Consent of
  Holders of Notes

  	
   

  	
  86

  
	
  Section 9.03

  	
   

  	
  Compliance with
  Trust Indenture Act

  	
   

  	
  87

  
	
  Section 9.04

  	
   

  	
  Revocation and
  Effect of Consents

  	
   

  	
  87

  
	
  Section 9.05

  	
   

  	
  Notation on or
  Exchange of Notes

  	
   

  	
  88

  
	
  Section 9.06

  	
   

  	
  Trustee to Sign
  Amendments, Etc.

  	
   

  	
  88

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE TEN

  
	
  COLLATERAL

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 10.01

  	
   

  	
  Security
  Documents

  	
   

  	
  88

  
	
  Section 10.02

  	
   

  	
  Opinions of
  Counsel

  	
   

  	
  89

  
	
  Section 10.03

  	
   

  	
  Possession and
  Use of the Collateral

  	
   

  	
  89

  
	
  Section 10.04

  	
   

  	
  Suits to Protect
  the Collateral

  	
   

  	
  89

  
	
  Section 10.05

  	
   

  	
  Release of
  Collateral

  	
   

  	
  89

  
	
  Section 10.06

  	
   

  	
  Permitted
  Ordinary Course Activities with respect to Collateral

  	
   

  	
  91

  
	
  Section 10.07

  	
   

  	
  Actions by the
  Trustee

  	
   

  	
  92

  



 



 iii
 






 



 


	
  Section 10.08

  	
   

  	
  Purchaser
  Protected

  	
   

  	
  92

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE ELEVEN

  
	
  GUARANTEES

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 11.01

  	
   

  	
  Guarantee

  	
   

  	
  92

  
	
  Section 11.02

  	
   

  	
  Limitation on
  Guarantor Liability

  	
   

  	
  93

  
	
  Section 11.03

  	
   

  	
  Execution and
  Delivery of Guarantee

  	
   

  	
  94

  
	
  Section 11.04

  	
   

  	
  Releases of
  Guarantors

  	
   

  	
  94

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE TWELVE

  
	
  SATISFACTION AND DISCHARGE

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 12.01

  	
   

  	
  Satisfaction and
  Discharge

  	
   

  	
  95

  
	
  Section 12.02

  	
   

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

  	
   

  	
  96

  
	
  Section 12.03

  	
   

  	
  Repayment to the
  Company

  	
   

  	
  96

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE THIRTEEN

  
	
  MISCELLANEOUS

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 13.01

  	
   

  	
  Trust Indenture
  Act Controls

  	
   

  	
  96

  
	
  Section 13.02

  	
   

  	
  Notices

  	
   

  	
  96

  
	
  Section 13.03

  	
   

  	
  Communication by
  Holders of Notes with Other Holders of Notes

  	
   

  	
  98

  
	
  Section 13.04

  	
   

  	
  Certificate and
  Opinion as to Conditions Precedent

  	
   

  	
  98

  
	
  Section 13.05

  	
   

  	
  Statements
  Required in Certificate or Opinion

  	
   

  	
  98

  
	
  Section 13.06

  	
   

  	
  Rules by Trustee
  and Agents

  	
   

  	
  99

  
	
  Section 13.07

  	
   

  	
  No Personal
  Liability of Directors, Officers, Employees and Stockholders

  	
   

  	
  99

  
	
  Section 13.08

  	
   

  	
  Governing Law

  	
   

  	
  99

  
	
  Section 13.09

  	
   

  	
  Consent to
  Jurisdiction

  	
   

  	
  99

  
	
  Section 13.10

  	
   

  	
  No Adverse
  Interpretation of Other Agreements

  	
   

  	
  100

  
	
  Section 13.11

  	
   

  	
  Successors

  	
   

  	
  100

  
	
  Section 13.12

  	
   

  	
  Severability

  	
   

  	
  100

  
	
  Section 13.13

  	
   

  	
  Counterpart
  Originals

  	
   

  	
  100

  
	
  Section 13.14

  	
   

  	
  Acts of Holders

  	
   

  	
  100

  
	
  Section 13.15

  	
   

  	
  Benefit of
  Indenture

  	
   

  	
  101

  
	
  Section 13.16

  	
   

  	
  Table of
  Contents, Headings, Etc.

  	
   

  	
  102

  
	
  Section 13.17

  	
   

  	
  Trustee Not
  Fiduciary for Holders of Senior Indebtedness

  	
   

  	
  102

  



 



 iv
 






 



 


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

  
	
   

  	
   

  	
   

  
	
  SCHEDULE I

  	
   

  	
  EXISTING INDEBTEDNESS

  
	
   

  	
   

  	
   

  
	
  SCHEDULE II

  	
   

  	
  AGREEMENTS EXCLUDED FROM TRANSACTIONS WITH
  AFFILIATES COVENANT

  



 



 v















INDENTURE dated as
of September 22, 2005 among InSight Health Services Corp., a Delaware
corporation (the “Company”),
InSight Health Services Holdings Corp., a Delaware corporation, (the “Parent”), the Subsidiary Guarantors (as
defined below) and U.S. Bank National Association, a national banking
association, as trustee.


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


ARTICLE ONE

DEFINITIONS AND INCORPORATION

BY REFERENCE


Section 1.01           Definitions.


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


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


“Additional Notes” means
Notes (other than the Notes issued on the date hereof) issued under this
Indenture in accordance with the provisions of this Indenture.


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


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


“Agent” means any Registrar, Paying Agent or
co-registrar.


“Applicable Indebtedness”
means:









 



(1)           in
respect of Asset Sales involving Collateral, Indebtedness secured on a first
priority basis by the Collateral; or


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


“Applicable Procedures” means, with respect to any transfer
or exchange of or for beneficial interests in any Global Note, the rules and
procedures of the Depositary, Euroclear and Clearstream that apply to such
transfer or exchange.


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


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


“Bankruptcy Law” means Title 11, U.S. Code or
any similar federal or state law for the relief of debtors.



 2
 






 



“Beneficial Owner” has the meaning assigned to such
term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in
calculating the beneficial ownership of any particular “person” (as that term
is used in Section 13(d)(3) of the Exchange Act), such “person” shall be deemed
to have beneficial ownership of all securities that such “person” has the right
to acquire by conversion or exercise of other securities, whether such right is
currently exercisable or is exercisable only upon the occurrence of a
subsequent condition.  The terms “Beneficially Owns” and “Beneficially Owned” shall have a
corresponding meaning.


“Board” means the Company’s Board of Directors or the Parent’s
Board of Directors, as applicable.


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


“Broker-Dealer” has the meaning set forth in the
Registration Rights Agreement.


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


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


“Capital Stock” of any
Person means any and all shares, interests, partnership interests,
participations, rights in or other equivalents (however designated) of such
Person’s equity interest (however designated), whether now outstanding or issued
after the Issue Date.


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



 3
 






 



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


“Change of Control” means the occurrence of
any of the following:


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


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


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


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


“Clearstream” means
Clearstream Banking, société anonyme, Luxembourg.


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



 4
 






 



“Collateral Agency Agreement” means
the Collateral Agency Agreement dated as of the Issue Date among the Company,
the Guarantors, the Trustee and the Collateral Agent, as the same may be
amended, restated, supplemented, replaced or modified from time to time.


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


“Company Request”
or “Company Order” means a written
request or order signed in the name of the Company by its Chairman, its
President, any Vice President, its Treasurer or an Assistant Treasurer, and
delivered to the Trustee.


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


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



 5
 






 



“Consolidated Tangible Assets”
means, as of the date of determination, the total assets, less goodwill and
other intangibles, shown on the balance sheet of the Company and its Restricted
Subsidiaries as of the most recent date for which such a balance sheet is
available, determined on a consolidated basis in accordance with GAAP.


“Continuing Directors”
means, as of the date of determination, any member of the Board of the Company
or the Parent, as the case may be, who:


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


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


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


“Corporate Trust Office of the
Trustee” shall be at
the address of the Trustee specified in Section 13.02 hereof or such other
address as to which the Trustee may give notice to the Company.


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


“Custodian” means the Trustee, as custodian with
respect to the Notes in global form, or any successor entity thereto.


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


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


“Deposit Accounts Collateral”
means each Deposit Account maintained by the Company or any Guarantor on the
Issue Date and identified on a schedule to the Security Documents and each
Deposit Account established by the Company or any Guarantor after the



 6
 






 



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


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


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


“Determination Date”
means, with respect to an Interest Period, the second London Banking Day
preceding the first day of such Interest Period.


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


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


“Equity Interests” means
Capital Stock and all warrants, options and other rights to acquire Capital
Stock (but excluding any debt security that is convertible into, or
exchangeable for, Capital Stock).



 7
 






 



“Equity Sponsors”
means J.W. Childs Associates, L.P., J.W. Childs Equity Partners II, L.P., The
Halifax Group, L.L.C. and Halifax Capital Partners, L.P.


“Exchange Act” means the Securities Exchange Act of
1934, as amended, including the rules and regulations of the SEC promulgated
thereunder.


“Exchange Notes” means the Notes issued in the
Exchange Offer in accordance with Section 2.07(f) hereof.


“Exchange Offer” has the meaning set forth in the
Registration Rights Agreement.


“Excluded Assets” means:


(1)           any
interest in real property;


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


(3)           Excluded
Contracts;


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


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


(6)           Receivables
and Related Assets;


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



 8
 






 



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


“Exchange Offer Registration
Statement” has the
meaning set forth in the Registration Rights Agreement.


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


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


“Existing Notes” means the 97⁄8% Senior Subordinated
Notes Due 2011 of the Company.


“Fixed Charge
Coverage Ratio” means, for any period, the ratio of Consolidated
EBITDA for such period to Fixed Charges for such period.


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



 9
 






 



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


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


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


“Global Note Legend” means the legend set forth in
Section 2.07(g)(ii), which is required to be placed on all Global Notes
issued under this Indenture.


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


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


“Guarantee”
means a Guarantee of the Notes pursuant to this Indenture.


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


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


“Holder” means a Person in whose name a Note
is, at the time of determination, registered on the registrar’s books.


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



 10
 






 



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


“Indenture” means this Indenture, as amended or
supplemented from time to time.


“Indirect Participant” means a Person who holds a
beneficial interest in a Global Note through a Participant.


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


“Institutional Accredited Investor” means an institution that is an “accredited
investor” as defined in Rule 501(a)(1), (2), (3) or (7) under the
Securities Act, who are not also QIBs.


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


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



 11
 






 



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


“Issue Date” means the
date on which the Notes are first issued.


“Letter of Transmittal” means the letter of transmittal to
be prepared by the Company and sent to all Holders of the Notes for use by such
Holders in connection with the Exchange Offer.


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


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


“Liquidated Damages” means all liquidated damages then
owing pursuant to Section 5 of the Registration Rights Agreement.



 12
 






 



“London Banking Day” is
any day in which dealings in United States dollars are transacted or, with
respect to any future date, are expected to be transacted in the London
interbank market.


“Minority Interest”
means, with respect to any Person, interests in income of such Person’s
Subsidiaries held by Persons other than such Person or another Subsidiary of
such Person, as reflected on such Person’s consolidated financial statements.


“Moody’s” means Moody’s Investors Service and any
successor thereof.


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


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


“Non-U.S. Person” means a Person who is not a U.S.
Person.


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


“Note Obligations” means
the Notes, the Guarantees and all other Obligations of any obligor under this
Indenture, the Notes, the Exchange Notes, the Guarantees and the Security
Documents.



 13
 






 



“Obligations”
means any principal, interest, penalties, fees, indemnifications,
reimbursements, damages and other liabilities payable under the documentation
governing any Indebtedness.


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


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


“Opinion of Counsel” means
an opinion from legal counsel who is reasonably acceptable to the Trustee, that
meets the requirements of Section 13.05 hereof.


“Pari Passu Indebtedness”
means (a) with respect to the Notes, Indebtedness that ranks pari passu in right of payment to the
Notes and (b) with respect to any Guarantee, Indebtedness that ranks pari passu in right of payment to such
Guarantee.


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


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


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


“Permitted
Indebtedness” has the meaning set forth in Section 4.09(c) hereof.


“Permitted
Investments” means any of the following:


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



 14
 






 



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


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


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


(d)           Investments
in existence on the Reference Date;


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


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


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


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


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



 15
 






 



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


“Permitted Liens”  means:


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


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


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


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



 16
 






 



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


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


(6)           Liens existing on the Issue Date;


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


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


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


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


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


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


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



 17
 






 



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


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


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


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


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


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


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


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


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


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



 18
 






 



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


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


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


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


“Principals”
means the Equity Sponsors and their respective Affiliates.


“Private Placement Legend” means the legend
set forth in Section 2.07(g)(i) to be placed on all Notes issued under this
Indenture except where otherwise permitted by the provisions of this Indenture.


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



 19
 






 



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


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


“Qualified
Equity Interest” means any Qualified Stock and all warrants,
options or other rights to acquire Qualified Stock (but excluding any debt
security that is convertible into or exchangeable for Capital Stock).


“Qualified
Stock” of any Person means any and all Capital Stock of such
Person, other than Disqualified Stock.


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


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


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



 20















“Reference Date” means October 17, 2001.


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


“Regulation S” means Regulation S
promulgated under the Securities Act.


“Regulation S Global Note” means a
Regulation S Temporary Global Note or a Regulation S Permanent Global
Note, as appropriate.


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


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


“Related
Party” means:


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


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


“Representative” means the trustee, agent or
representative for any Senior Indebtedness.


“Representative Amount” means as at any date
an amount equal to, or approximately equal to, the aggregate principal amount
of the Notes then outstanding.


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



 21
 






 



“Restricted Definitive Note” means a
Definitive Note bearing the Private Placement Legend.


“Restricted Global Note” means a Global Note
bearing the Private Placement Legend.


“Restricted Period” means the 40-day
restricted period as defined in Regulation S.


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


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


“Rule 144” means Rule 144
promulgated under the Securities Act.


“Rule 144A” means Rule 144A
promulgated under the Securities Act.


“Rule 903” means Rule 903 promulgated
under the Securities Act.


“Rule 904” means Rule 904
promulgated the Securities Act.


“Sale
and Leaseback Transaction” means any transaction or series of
related transactions pursuant to which the Company or a Restricted Subsidiary
sells or transfers any property or asset in connection with the leasing, or the
resale against installment payments, of such property or asset to the seller or
transferor.


“SEC” means the Securities and Exchange
Commission.


“Securities Act” means the Securities Act of
1933, as amended from time to time, and the rules and regulations thereunder.


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



 22
 






 



“Shelf Registration Statement” means the
Shelf Registration Statement as defined in the Registration Rights Agreement.


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


“S&P” means Standard & Poor’s
Ratings Group and any successor thereof.


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


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


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


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


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


“Temporary Regulation S Legend” means
the legend set forth in Section 2.07(h) hereof, which is required to be
placed on the Regulation S Temporary Global Note.


“Trust Indenture
Act” or “TIA”
means the Trust Indenture Act of 1939, as amended (15 U.S.C. §§77aaa –
77bbbb), as in effect on the date on which this Indenture is qualified under
the TIA.



 23
 






 



“Trustee” means U.S. Bank National
Association, until a successor replaces it in accordance with the applicable
provisions of this Indenture and thereafter means the successor serving
hereunder.


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


“Unrestricted Definitive Note” means one or
more Definitive Notes that do not bear and are not required to bear the Private
Placement Legend.


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


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


“U.S.
Government Obligations” means (i) securities that are
(a) direct obligations of the United States of America for the payment of which
the full faith and credit of the United States of America is pledged or
(b) obligations of a Person controlled or supervised by and acting as an
agency or instrumentality of the United States of America the payment of which
is unconditionally guaranteed as a full faith and credit obligation by the
United States of America, which, in either case, are not callable or redeemable
at the option of the issuer thereof; and (ii) depositary receipts issued
by a bank (as defined in Section 3(a)(2) of the Securities Act) as
custodian with respect to any U.S. Government Obligation which is
specified in clause (i) above and held by such bank for the account of the
holder of such depositary receipt, or with respect to any specific payment of
principal or interest on any U.S. Government Obligation which is so
specified and held, provided that
(except as required by law) such custodian is not authorized to make any
deduction from the amount payable to the holder of such depositary receipt from
any amount received by the custodian in respect of the U.S. Government
Obligation or the specific payment of principal or interest of the
U.S. Government Obligation evidenced by such depositary receipt.


“U.S. Person” means a U.S. person as defined
in Rule 902(o) under the Securities Act.


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



 24
 






 



“Weighted Average Life to Maturity” means,
as of the date of determination with respect to any Indebtedness or
Disqualified Stock, the quotient obtained by dividing (a) the sum of the
products of (i) the number of years from the date of determination to the date
or dates of each successive scheduled principal or liquidation value payment of
such Indebtedness or Disqualified Stock, respectively, multiplied by (ii) the
amount of each such principal or liquidation value payment by (b) the sum of
all such principal or liquidation value payments.


“Wholly Owned Restricted Subsidiary” means
any Restricted Subsidiary, all of the outstanding Voting Stock (other than
directors’ qualifying shares or shares of foreign Restricted Subsidiaries
required to be owned by foreign nationals pursuant to applicable law) of which
is owned, directly or indirectly, by the Company.


“Wholly
Owned Subsidiary” means any Subsidiary, all of the
outstanding Voting Stock (other than directors’ qualifying shares or shares of
foreign Subsidiaries required to be owned by foreign nationals pursuant to
applicable law) of which is owned, directly or indirectly, by the Company.


Section 1.02           Other
Definitions.




	
  Term

  	
   

  	
  Defined

  in

  Section

  
	
   

  	
   

  	
   

  
	
  “Authentication
  Order”

  	
   

  	
  2.02

  
	
  “Calculation
  Agent”

  	
   

  	
  Exhibit A1

  
	
  “Change
  of Control Offer”

  	
   

  	
  4.14

  
	
  “Change
  of Control Payment”

  	
   

  	
  4.14

  
	
  “Change
  of Control Payment Date”

  	
   

  	
  4.14

  
	
  “Company”

  	
   

  	
  Preamble

  
	
  “Covenant
  Defeasance”

  	
   

  	
  8.03

  
	
  “DTC”

  	
   

  	
  2.01

  
	
  “Event
  of Default”

  	
   

  	
  6.01

  
	
  “Excess
  Proceeds”

  	
   

  	
  4.10

  
	
  “Excess
  Proceeds Offer”

  	
   

  	
  4.10

  
	
  “incur”

  	
   

  	
  4.09

  
	
  “Legal
  Defeasance”

  	
   

  	
  8.02

  
	
  “Offer
  Amount”

  	
   

  	
  3.09

  
	
  “Offer
  Period”

  	
   

  	
  3.09

  
	
  “Parent”

  	
   

  	
  Preamble

  
	
  “Paying
  Agent”

  	
   

  	
  2.04

  
	
  “Payment
  Default”

  	
   

  	
  6.01

  
	
  “Purchase
  Date”

  	
   

  	
  3.09

  
	
  “Registrar”

  	
   

  	
  2.04

  
	
  “Related Judgment”

  	
   

  	
  13.09

  
	
  “Related Proceedings”

  	
   

  	
  13.09

  
	
  “Repurchase Offer”

  	
   

  	
  3.09

  
	
  “Restricted
  Payments”

  	
   

  	
  4.07

  
	
  “Specified Courts”

  	
   

  	
  13.09

  






 



 25
 






 



Section 1.03           Incorporation
by Reference of Trust Indenture Act.


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


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


“indenture securities” means the Notes;


“indenture security Holder” means a Holder
of a Note;


“indenture to be qualified” means this
Indenture;


“indenture trustee” or “institutional trustee” means the Trustee;
and


“obligor” on the Notes means the Company and
any successor obligor upon the Notes.


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


Section 1.04           Rules
of Construction.


(a)           Unless the context otherwise
requires:


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


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


(iii)          “or”
is not exclusive;


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


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


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



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ARTICLE TWO

THE NOTES


Section 2.01           Form
and Dating.


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


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


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


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



 27
 






 



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


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


Section 2.02           Execution
and Authentication.


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


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


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


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


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


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



 28
 






 



Section 2.03           Methods
of Receiving Payments on the Notes.


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


Section 2.04           Registrar
and Paying Agent.


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


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


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


Section 2.05           Paying
Agent to Hold Money in Trust.


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



 29
 






 



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


Section 2.07           Transfer
and Exchange.


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


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



 30
 






 



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


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


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



 31
 






 



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


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


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


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


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


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


(D)          the Registrar receives the following:


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


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


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



 32
 






 



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


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


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


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


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


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


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


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


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


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



 33
 






 



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


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


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


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


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


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


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



 34
 






 



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


(D)          the Registrar receives the following:


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


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


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


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


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


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



 35
 






 



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


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


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


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


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


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


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


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


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


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



 36
 






 



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


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


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


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


(D)          the Registrar receives the following:


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


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


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


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


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



 37
 






 



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


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


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


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


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


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


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


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



 38
 






 



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


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


(D)          the Registrar receives the following:


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


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


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


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


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



 39















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


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


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


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



 40
 






 



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


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


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


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


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


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


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



 41
 






 



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


(j)            General Provisions
Relating to Transfers and Exchanges.


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


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


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


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


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


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



 42
 






 



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


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


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


Section 2.08           Replacement
Notes.


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


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


Section 2.09           Outstanding
Notes.


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


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


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


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



 43
 






 



Section 2.10           Treasury
Notes.


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


Section 2.11           Temporary
Notes.


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


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


Section 2.12           Cancellation.


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


Section 2.13           Defaulted
Interest.


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



 44
 






 



Section 2.14           CUSIP
Numbers.


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


ARTICLE THREE

REDEMPTION AND PREPAYMENT;

SATISFACTION AND DISCHARGE


Section 3.01           Notices
to Trustee.


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


Section 3.02           Selection
of Notes to Be Redeemed.


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


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


Section 3.03           Notice
of Redemption.


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



 45
 






 



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


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


(i)            the
redemption date;


(ii)           the
redemption price;


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


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


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


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


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


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


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


Section 3.04           Effect
of Notice of Redemption.


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


Section 3.05           Deposit
of Redemption Price.


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



 46
 






 



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


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


Section 3.06           Notes
Redeemed in Part.


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


Section 3.07           Optional
Redemption.


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




	
  Year

  	
   

  	
  Percentage

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2006

  	
   

  	
  103.00

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  2007

  	
   

  	
  101.50

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  2008 and thereafter

  	
   

  	
  100.00

  	
  %

  






 


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



 47
 






 



Section 3.08           Mandatory
Redemption.


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


Section 3.09           Repurchase
Offers.


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


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


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


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


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


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


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


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


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


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



 48
 






 



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


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


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


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


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


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


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



 49
 






 



Section 3.10           Application
of Trust Money.


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


ARTICLE Four

COVENANTS


Section 4.01           Payment
of Notes.


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


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


Section 4.02           Maintenance
of Office or Agency.


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


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



 50
 






 



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


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


Section 4.03           Reports.


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


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


Section 4.04           Compliance
Certificate.


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



 51
 






 



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


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


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


Section 4.05           Taxes.


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


Section 4.06           Stay,
Extension and Usury Laws.


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


Section 4.07           Restricted
Payments.


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


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



 52
 






 



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


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


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


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


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


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


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


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


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


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



 53
 






 



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


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


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


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


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


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


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


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



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


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


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


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


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



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


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


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


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


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



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


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


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


Section 4.08           Dividend
and Other Payment Restrictions Affecting Restricted Subsidiaries.


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


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


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



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


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


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


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


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


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


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


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


(x)            applicable
law or regulation;


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


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


Section 4.09           Incurrence
of Indebtedness and Issuance of Disqualified Stock.


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



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


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


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


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


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


(c)           Notwithstanding the foregoing, the
Company may, and may permit its Restricted Subsidiaries to, incur the following
Indebtedness (“Permitted Indebtedness”):


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


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


(iii)          Existing
Indebtedness;



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


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


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


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


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


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


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


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


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



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


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


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


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


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


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


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


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



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


Section 4.10           Asset Sales.


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


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


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


(A)          $10 million; and


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


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


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



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


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


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


Section 4.11           Transactions with
Affiliates.


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



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


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


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


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


(iii)          transactions permitted by Section 4.07;


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


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


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


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


Section 4.12           Liens.


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



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Section 4.13           Corporate Existence.


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


Section 4.14           Offer to Repurchase
upon a Change of Control.


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



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


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


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


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


Section 4.16           Designation of
Restricted and Unrestricted Subsidiaries.


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



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


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


Section 4.17           Payments for Consent.


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


Section 4.18           Limitations on
Issuances of Guarantees of Indebtedness.


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



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


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


Section 4.19           Additional
Guarantees.


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


Section 4.20           Sale and Leaseback
Transactions


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


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


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


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


Section 4.21           Deposit of cash and
Cash Equivalents.


The Company and the
Guarantors shall maintain all cash and Cash Equivalents or assets of similar
nature other than those related to Receivables and Related Assets in a Deposit



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Account or Securities
Account subject to an Account Control Agreement (as defined in the Security
Agreement).


ARTICLE FIVE

SUCCESSORS


Section 5.01           Merger,
Consolidation or Sale of Assets.


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


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


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


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


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


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


(vi)          the Company or the Parent, as the case may
be, delivers or causes to be delivered, to the Trustee, in form and substance
reasonably satisfactory to the Trustee, an



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Officers’ Certificate and an Opinion of Counsel, each stating that such
transaction complies with the requirements of this Indenture.


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


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


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


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


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


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


ARTICLE SIX

DEFAULTS AND REMEDIES


Section 6.01           Events of Default.


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


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



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


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


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


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


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


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


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


(ix)           the institution by the Company, the Parent
or any Significant Subsidiary of proceedings to be adjudicated a bankrupt or
insolvent, or the consent by it to the institution of bankruptcy or insolvency
proceedings against it, or the filing by it of a petition or answer or consent
seeking reorganization or relief under any Bankruptcy Law,



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or the consent by it to the filing of any such petition or to the
appointment of a receiver, liquidator, assignee, trustee, sequestrator (or
other similar official) of the Company, the Parent or any Significant
Subsidiary or of any substantial part of its property, or the making by it of
an assignment for the benefit of creditors, or the admission by it in writing
of its inability to pay its debts generally as they become due; or


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


Section 6.02           Acceleration.


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


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


(b)           At any time after a
declaration of acceleration under this Indenture, but before a judgment or
decree for payment of the money due has been obtained by the Trustee, the
holders of a majority in aggregate principal amount of the outstanding Notes,
by written notice to the Company and the Trustee, may rescind such declaration
and its consequences if:  (i) the Company
has paid or deposited with the Trustee a sum sufficient to pay (A) all overdue
interest on, and Liquidated Damages with respect to, all Notes, (B) all unpaid
principal of (and premium, if any, on) any outstanding Notes that has become
due otherwise than by such declaration of acceleration and interest thereon at
the rate borne by the Notes, (C) to the extent that payment of such interest is
lawful, interest upon overdue interest and overdue principal at the rate borne
by the Notes and (D) all sums paid or advanced by the Trustee under this
Indenture and the reasonable compensation, expenses, disbursements and advances
of the Trustee, its agents and counsel; and (ii) all Events of Default, other
than the non-payment of amounts of principal of (or premium, if any, on),
or interest on or Liquidated Damages with respect to, the Notes that have



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become due solely by such declaration of
acceleration, have been cured or waived. No such rescission will affect any
subsequent default or impair any right consequent thereon.


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


Section 6.03           Other Remedies.


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


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


Section 6.04           Waiver of Past
Defaults.


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



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Section 6.05           Control by Majority.


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


Section 6.06           Limitation on Suits.


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


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


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


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


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


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


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


Section 6.07           Rights of Holders of
Notes to Receive Payment.


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



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Section 6.08           Collection Suit by
Trustee.


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


Section 6.09           Trustee May File
Proofs of Claim.


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


Section 6.10           Priorities.


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


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


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



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


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


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


Section 6.11           Undertaking for
Costs.


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


ARTICLE Seven

TRUSTEE


Section 7.01           Duties of Trustee.


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


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


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


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


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



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


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


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


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


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


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


Section 7.02           Certain Rights of
Trustee.


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


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


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


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


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



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


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


Section 7.03           Individual Rights of
Trustee.


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


Section 7.04           Trustee’s Disclaimer.


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


Section 7.05           Notice of Defaults.


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


Section 7.06           Reports by Trustee
to Holders of the Notes.


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



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


Section 7.07           Compensation and
Indemnity.


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


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


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


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


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



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Section 7.08           Replacement of
Trustee.


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


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


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


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


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


(iv)          the Trustee becomes incapable of acting.


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


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


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


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



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Section 7.09           Successor Trustee by
Merger, Etc.


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


Section 7.10           Eligibility;
Disqualification.


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


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


Section 7.11           Preferential
Collection of Claims Against Company.


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


ARTICLE Eight

DEFEASANCE AND COVENANT DEFEASANCE


Section 8.01           Option to Effect
Legal Defeasance or Covenant Defeasance.


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


Section 8.02           Legal Defeasance and
Discharge.


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



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


Section 8.03           Covenant Defeasance.


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


Section 8.04           Conditions to Legal
or Covenant Defeasance.


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


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



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


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


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


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


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


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


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


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



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


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


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


Section 8.06           Repayment to the
Company.


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


Section 8.07           Reinstatement.


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



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ARTICLE Nine

AMENDMENT, SUPPLEMENT AND WAIVER


Section 9.01           Without Consent of
Holders of Notes.


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


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


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


(iii)          to add additional Events of Defaults; or


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


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


(vi)          to secure the Notes; or


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


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


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


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


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


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



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


Section 9.02           With Consent of
Holders of Notes.


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


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


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


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


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



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


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


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


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


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


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


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


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


Section 9.03           Compliance with
Trust Indenture Act.


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


Section 9.04           Revocation and
Effect of Consents.


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



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


Section 9.05           Notation on or
Exchange of Notes.


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


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


Section 9.06           Trustee to Sign
Amendments, Etc.


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


ARTICLE Ten

Collateral


Section 10.01         Security Documents.


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


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



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Section 10.02         Opinions of Counsel.


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


Section 10.03         Possession and Use of
the Collateral.


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


Section 10.04         Suits to Protect the
Collateral.


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


Section 10.05         Release of Collateral.


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


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



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


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


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


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


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


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


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


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


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


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



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


Section 10.06         Permitted Ordinary
Course Activities with respect to Collateral.


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


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


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


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


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


(v)           granting a license of any intellectual
property;


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


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


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


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



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


Section 10.07         Actions by the Trustee.


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


Section 10.08         Purchaser Protected.


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


ARTICLE Eleven

GuArantees


Section 11.01         Guarantee.


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



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


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


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


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


Section 11.02         Limitation on
Guarantor Liability.


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



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


Section 11.03         Execution and Delivery
of Guarantee.


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


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


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


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


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


Section 11.04         Releases of Guarantors.


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


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



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ARTICLE Twelve

SATISFACTION AND DISCHARGE


Section 12.01         Satisfaction and
Discharge.


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


(i)            either:


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


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


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


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


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


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


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



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


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


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


Section 12.03         Repayment to the
Company.


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


ARTICLE Thirteen

MISCELLANEOUS


Section 13.01         Trust Indenture Act
Controls.


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


Section 13.02         Notices.


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



 96
 






 



If to
the Company or any Guarantor:


InSight Health
Services Corp.

26250 Enterprise Court

Suite 100

Lake Forest, CA  92630

Facsimile:  949-462-3703

Attention:  General Counsel


with copies to:


J.W. Childs
Associates, L.P.

111 Huntington Avenue

Suite 2900

Boston, MA  02199

Facsimile:  617-753-1101

Attention: Edward D. Yun


and to:


Halifax Capital
Partners, L.P.

1133 Connecticut Avenue N.W.

Suite 700

Washington, D.C.  20036

Facsimile:   202-296-7133

Attention:   David W. Dupree


and to:


Kaye Scholer LLP

245 Park Avenue

New York, NY 10022

Facsimile:  212-836-8689

Attention:  Stephen C. Koval, Esq.


If to the Trustee:


U.S. Bank National Association

Corporate Trust Services

100 Wall Street – Suite 1600

New York, NY  10005

Attention:  Cheryl Clarke


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



 97
 






 



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


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


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


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


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


Holders may communicate
pursuant to TIA § 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 § 312(c).


Section 13.04         Certificate and
Opinion as to Conditions Precedent.


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


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


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


Section 13.05         Statements Required in
Certificate or Opinion.


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


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



 98
 






 



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


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


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


Section 13.06         Rules by Trustee and
Agents.


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


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


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


Section 13.08         Governing Law.


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


Section 13.09         Consent to
Jurisdiction.


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



 99
 






 



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


Section 13.10         No Adverse
Interpretation of Other Agreements.


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


Section 13.11         Successors.


All agreements of the
Company in this Indenture and the Notes shall bind its successors.  All agreements of the Trustee in this
Indenture shall bind its successors.  All
agreements of each Guarantor in this Indenture shall bind its successors,
except as otherwise provided in Section 5.01.


Section 13.12         Severability.


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


Section 13.13         Counterpart Originals.


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


Section 13.14         Acts of Holders.


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


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



 100
 






 



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


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


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


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


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


Section 13.15         Benefit of Indenture.


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



 101
 






 



Section 13.16         Table of Contents,
Headings, Etc.


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


Section 13.17         Trustee Not Fiduciary
for Holders of Senior Indebtedness.


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


[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]



 102














 


SIGNATURES


	
  

  	
  INSIGHT HEALTH SERVICES HOLDINGS

  
	
   

  	
  CORP.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mitch C. Hill

  	
   

  
	
   

  	
  Name: Mitch C. Hill

  
	
   

  	
  Title: Executive Vice President and Chief

  
	
   

  	
  Financial
  Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  INSIGHT HEALTH SERVICES CORP.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mitch C. Hill

  	
   

  
	
   

  	
  Name: Mitch C. Hill

  
	
   

  	
  Title: Executive Vice President and Chief

  
	
   

  	
  Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WILKES-BARRE IMAGING, L.L.C.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  InSight Health Corp., as the sole member

  and sole manager

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mitch C. Hill

  	
   

  
	
   

  	
  Name: Mitch C. Hill

  
	
   

  	
  Title: Executive Vice President and Chief

  
	
   

  	
  Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MRI ASSOCIATES, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  InSight Health Corp., as the general partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mitch C. Hill

  	
   

  
	
   

  	
  Name: Mitch C. Hill

  
	
   

  	
  Title: Executive Vice President and Chief

  
	
   

  	
  Financial Officer

  
					



[Signature Page to
Indenture]









 



 


	
  

  	
  VALENCIA MRI, LLC

  
	
   

  	
  ORANGE COUNTY REGIONAL PET CENTER -

  
	
   

  	
  IRVINE, LLC

  
	
   

  	
  SAN FERNANDO VALLEY REGIONAL PET

  
	
   

  	
  CENTER, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  InSight Health Corp., as the sole member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mitch C. Hill

  	
   

  
	
   

  	
  Name: Mitch C. Hill

  
	
   

  	
  Title: Executive Vice President and Chief

  
	
   

  	
  Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PARKWAY IMAGING CENTER, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mitch C. Hill

  	
   

  
	
   

  	
  Name: Mitch C. Hill

  
	
   

  	
  Title: Executive Vice President and Chief

  
	
   

  	
  Financial Officer

  
					



[Signature Page to
Indenture]









 



 


	
  

  	
  INSIGHT HEALTH CORP.

  
	
   

  	
  OPEN MRI, INC.

  
	
   

  	
  MAXUM HEALTH CORP.

  
	
   

  	
  RADIOSURGERY CENTERS, INC.

  
	
   

  	
  DIAGNOSTIC SOLUTIONS CORP.

  
	
   

  	
  MAXUM HEALTH SERVICES OF NORTH

  
	
   

  	
  TEXAS, INC.

  
	
   

  	
  MAXUM HEALTH SERVICES OF DALLAS,

  
	
   

  	
  INC.

  
	
   

  	
  NDDC, INC.

  
	
   

  	
  SIGNAL MEDICAL SERVICES, INC.

  
	
   

  	
  INSIGHT IMAGING SERVICES CORP.

  
	
   

  	
  COMPREHENSIVE MEDICAL IMAGING, INC.

  
	
   

  	
  COMPREHENSIVE MEDICAL IMAGING

  
	
   

  	
  CENTERS, INC.

  
	
   

  	
  COMPREHENSIVE MEDICAL IMAGING-

  
	
   

  	
  BILTMORE, INC.

  
	
   

  	
  COMPREHENSIVE OPEN MRI-EAST MESA,

  
	
   

  	
  INC.

  
	
   

  	
  TME ARIZONA, INC.

  
	
   

  	
  COMPREHENSIVE MEDICAL IMAGING-

  
	
   

  	
  FREMONT, INC.

  
	
   

  	
  COMPREHENSIVE MEDICAL IMAGING-SAN

  
	
   

  	
  FRANCISCO, INC.

  
	
   

  	
  COMPREHENSIVE OPEN MRI-GARLAND,

  
	
   

  	
  INC.

  
	
   

  	
  IMI OF ARLINGTON, INC.

  
	
   

  	
  COMPREHENSIVE MEDICAL IMAGING-

  
	
   

  	
  FAIRFAX, INC.

  
	
   

  	
  IMI OF KANSAS CITY, INC.

  
	
   

  	
  COMPREHENSIVE MEDICAL IMAGING-

  
	
   

  	
  BAKERSFIELD, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mitch C. Hill

  	
   

  
	
   

  	
  Name: Mitch C. Hill

  
	
   

  	
  Title: Executive Vice President and Chief

  
	
   

  	
  Financial Officer

  



[Signature Page to
Indenture]









 



 


	
  

  	
  MAXUM HEALTH SERVICES CORP.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mitch C. Hill

  	
   

  
	
   

  	
  Name: Mitch C. Hill

  
	
   

  	
  Title: Executive Vice President and Chief

  
	
   

  	
  Financial Officer

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Marilyn U. MacNiven-Young

  	
   

  
	
   

  	
  Name: Marilyn U. MacNiven-Young

  
	
   

  	
  Title: Executive Vice President, General Counsel

  
	
   

  	
  and Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  COMPREHENSIVE OPEN MRI-

  
	
   

  	
  CARMICHAEL/FOLSOM, LLC

  
	
   

  	
  SYNCOR DIAGNOSTICS SACRAMENTO, LLC

  
	
   

  	
  SYNCOR DIAGNOSTICS BAKERSFIELD, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Comprehensive Medical Imaging, Inc. and

  
	
   

  	
   

  	
  Comprehensive Medical Imaging Centers,

  
	
   

  	
   

  	
  Inc., as the members

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mitch C. Hill

  	
   

  
	
   

  	
  Name: Mitch C. Hill

  
	
   

  	
  Title: Executive Vice President and Chief

  
	
   

  	
  Financial Officer

  
	
   

  	
   

  
	
   

  	
  PHOENIX REGIONAL PET CENTER-

  
	
   

  	
  THUNDERBIRD, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Comprehensive Medical Imaging Centers,

  
	
   

  	
   

  	
  Inc., as the sole member

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mitch C. Hill

  	
   

  
	
   

  	
  Name: Mitch C. Hill

  
	
   

  	
  Title: Executive Vice President and Chief

  
	
   

  	
  Financial Officer

  
					



[Signature Page to
Indenture]









 



 


	
  

  	
  MESA MRI

  
	
   

  	
  MOUNTAIN VIEW MRI

  
	
   

  	
  LOS GATOS IMAGING CENTER

  
	
   

  	
  WOODBRIDGE MRI

  
	
   

  	
  JEFFERSON MRI-BALA

  
	
   

  	
  JEFFERSON MRI

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Comprehensive Medical Imaging, Inc. and

  
	
   

  	
   

  	
  Comprehensive Medical Imaging Centers,

  
	
   

  	
   

  	
  Inc., as the members

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mitch C. Hill

  	
   

  
	
   

  	
  Name: Mitch C. Hill

  
	
   

  	
  Title: Executive Vice President and Chief

  
	
   

  	
  Financial Officer

  
					



[Signature Page to
Indenture]









 



 


	
  

  	
  U.S. Bank National Association, as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Assistant Vice President

  	
   

  
	
   

  	
   

  	
  Name: Jean Clarke

  
	
   

  	
   

  	
  Title: Assistant Vice President

  



[Signature Page to
Indenture]
















EXHIBIT A1


[Face of Note]


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


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


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



 A1-1
 








INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A THAT
PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL
BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR
OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE
SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S AND
THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (I) PURSUANT TO
CLAUSE (D) PRIOR TO THE END OF THE 40-DAY DISTRIBUTION COMPLIANCE PERIOD WITHIN
THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR PURSUANT TO CLAUSE (E)
PRIOR TO THE RESALE RESTRICTION TERMINATION DATE TO REQUIRE THE DELIVERY OF AN
OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH
OF THEM, AND (II) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE
OF TRANSFER IN THE FORM APPEARING ON THIS NOTE IS COMPLETED AND DELIVERED BY
THE TRANSFEROR TO THE TRUSTEE.  THIS
LEGEND WILL BE REMOVED UPON THE REQUEST OF A HOLDER AFTER THE RESALE
RESTRICTION TERMINATION DATE.



 A1-2
 








CUSIP [                  ]


	
  No.

  	
  **$                **

  



 


INSIGHT HEALTH SERVICES CORP.


Senior Secured Floating Rate Notes
due 2011


Issue Date:                                               September 22,
2005


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


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


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


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



 A1-3
 








IN WITNESS WHEREOF, the Company has caused this Note
to be signed manually or by facsimile by its duly authorized officers.


	
  

  	
  INSIGHT HEALTH
  SERVICES CORP.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   Name:

  
	
   

  	
   

  	
   Title:

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   Name:

  
	
   

  	
   

  	
   Title:

  
	
   

  	
   

  	
   

  



 


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


Dated: 
September 22, 2005


	
   

  	
   

  
	
  U.S. Bank National
  Association, as Trustee

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Authorized Signatory

  	
   

  	
   

  



 



 A1-4
 








[Reverse Side of Note]


INSIGHT HEALTH SERVICES CORP.


Senior Secured Floating
Rate Notes due 2011


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


1.             Interest.  (a) The Company promises to pay interest on
the principal amount of this Note at the rate per annum, reset quarterly, equal
to LIBOR plus 5.25%, as determined by the calculation agent (the “Calculation Agent”), which shall initially
be the Trustee, from the date hereof until maturity and shall pay the
Liquidated Damages, if any, payable pursuant to Section 5 of the
Registration Rights Agreement referred to below.  The Company shall pay interest and Liquidated
Damages, if any, quarterly in arrears on February 1, May 1, August 1 and
November 1 of each year, or if any such day is not a Business Day, on the next
succeeding Business Day (each an “Interest
Payment Date”).  Interest on
the Notes shall accrue from the most recent date to which interest has been
paid or, if no interest has been paid, from the date of original issuance; provided that if there is no existing
Default in the payment of interest, and if this Note is authenticated between a
record date referred to on the face hereof and the next succeeding Interest
Payment Date, interest shall accrue from such next succeeding Interest Payment
Date; provided further that the
first Interest Payment Date shall be February 1, 2006.  The Company shall pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue
principal and premium, if any, from time to time on demand at a rate that is 1%
per annum in excess of the rate then in effect; it shall pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue
installments of interest and Liquidated Damages (without regard to any
applicable grace periods) from time to time on demand at the same rate to the
extent lawful.


(b) The amount of interest for each day that the Notes
are outstanding (the “Daily Interest Amount”) will be calculated by dividing
the interest rate in effect for such day by 365 (or 366, in the case of a
calculation made with respect to a leap year) and multiplying the result by the
principal amount of the Notes.  The
amount of interest to be paid on the Notes for each Interest Period will be
calculated by adding the Daily Interest Amounts for each day in the Interest
Period.  All percentages resulting from
any of the above calculations will be rounded, if necessary, to the nearest one
hundred-thousandth of a percentage point, with five one-millionths of a
percentage point being rounded upwards (e.g., 9.876545% (or 0.09876545) being
rounded to 9.87655% (or 0.0987655)) and all dollar amounts used in or resulting
from such calculations will be rounded to the nearest cent (with one-half cent
being rounded upwards). The interest rate on the Notes will in no event be
higher than the maximum rate permitted by New York law.  The Calculation Agent will, upon the request
of the Holder of any Note, provide the interest rate then in effect with
respect to the Notes.  All calculations
made by the Calculation Agent in the absence of manifest error will be
conclusive for all purposes and binding on the Company, the Guarantors and the
Holders of the Notes.



 A1-5
 








2.             Method of Payment.  The Company shall pay interest on the Notes
(except defaulted interest) and Liquidated Damages, if any, to the Persons who
are registered Holders of Notes at the close of business on the 15th day of the month next preceding the Interest
Payment Date, even if such Notes are canceled after such record date and on or
before such Interest Payment Date, except as provided in Section 2.13 of the
Indenture with respect to defaulted interest. 
The Notes shall be payable as to principal, premium and Liquidated
Damages, if any, and interest at the office or agency of the Company maintained
for such purpose in The City of New York, or, at the option of the Company,
payment of interest and Liquidated Damages, if any, may be made by check mailed
to the Holders at their addresses set forth in the register of Holders, and
provided that payment by wire transfer of immediately available funds shall be
required with respect to principal of and interest, premium and Liquidated
Damages, if any, on, all Global Notes and all other Notes the Holders of which
shall have provided wire transfer instructions to the Company or the Paying
Agent.  Such payment shall be in such
coin or currency of the United States of America as at the time of payment is
legal tender for payment of public and private debts.


3.             Paying Agent and
Registrar.  Initially, U.S. Bank
National Association, the Trustee under the Indenture, shall act as Paying
Agent and Registrar.  The Company may
change any Paying Agent or Registrar without notice to any Holder.  The Company or any of its Subsidiaries may
act in any such capacity.


4.             Indenture.  The Company issued the Notes under an
Indenture dated as of September 22, 2005 (the “Indenture”) among the Company, the Parent, the Subsidiary
Guarantors and the Trustee.  The terms of
the Notes include those stated in the Indenture and those made part of the
Indenture by reference to the Trust Indenture Act of 1939, as amended.  The Notes are subject to all such terms, and
Holders are referred to the Indenture and such Act for a statement of such
terms.  To the extent any provision of
this Note conflicts with the express provisions of the Indenture, the
provisions of the Indenture shall govern and be controlling.


5.             Optional Redemption.  The Company shall not have the option to
redeem the Notes prior to November 1, 2006. 
Thereafter, the Company shall have the option to redeem the Notes, in
whole or in part, upon not less than 30 nor more than 60 days’ prior notice, at
the redemption prices (expressed as percentages of principal amount) set forth
below plus accrued and unpaid interest and Liquidated Damages, if any, thereon
to the applicable redemption date, if redeemed during the twelve-month period
beginning on November 1 of the years indicated below:


	
  Year

  	
   

  	
  Percentage

  	
   

  
	
  2006

  	
   

  	
  103.0

  	
  %

  
	
  2007

  	
   

  	
  101.5

  	
  %

  
	
  2008 and thereafter

  	
   

  	
  100.0

  	
  %

  



 


6.             Mandatory Redemption.  Except as set forth in paragraph 7
below, the Company shall not be required to make mandatory redemption or
sinking fund payments with respect to the Notes.



 A1-6
 








7.             Repurchase at Option of Holder.  (a) Upon the occurrence of a Change of
Control, each Holder of Notes will have the right to require the Company to repurchase
all or any part (equal to $1,000 or an integral multiple thereof) of such
Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”) at an offer
price in cash equal to 101% of the aggregate principal amount thereof plus accrued
and unpaid interest, if any, to the date of purchase (the “Change of Control Payment”). Within 30
days following any Change of Control, the Company will notify the Trustee
thereof and mail a notice to each Holder describing the transaction or transactions
that constitute the Change of Control and offering to repurchase Notes on the
date specified in such notice, which date shall be no earlier than 30 days and
no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”), pursuant
to the procedures required by the Indenture and described in such notice.


(b)           Within 365 days after
the receipt of any Net Cash Proceeds from an Asset Sale, the Company may, at
its option, within 12 months after such Asset Sale, (i) apply all or a portion
of the Net Cash Proceeds to repay or purchase Applicable Indebtedness (and, in
the case of revolving loans and other similar obligations, permanently reduce
the commitment thereunder), or (ii) invest (or enter into a legally binding
agreement to invest) all or a portion of such Net Cash Proceeds in properties
and assets to replace the properties and assets that were the subject of the
Asset Sale or in properties and assets that will be used in businesses of the
Company or its Restricted Subsidiaries, as the case may be, existing on the
Issue Date or in businesses the same, similar or reasonably related thereto;
provided, that, to the extent that such Net Cash Proceeds represent proceeds of
Collateral, (A) none of such properties and assets obtained shall consist of
Excluded Assets and (B) such properties and assets obtained shall be expressly
made subject to a first priority Lien (subject to Permitted Liens) with respect
to the Notes.  If any such legally binding
agreement to invest such Net Cash Proceeds is terminated, the Company may,
within 90 days of such termination or within 12 months of such Asset Sale,
whichever is later, invest such Net Cash Proceeds as provided in clause (i) or
(ii) (without regard to the parenthetical contained in such clause (ii))
above.  Pending the final application of
any such Net Cash Proceeds, the Company may temporarily reduce revolving credit
borrowings or otherwise invest such Net Cash Proceeds in a manner that is not
prohibited by the Indenture.  The amount
of such Net Cash Proceeds not so used as set forth above in this paragraph
shall constitute “Excess Proceeds”.  When the aggregate amount of Excess Proceeds
exceeds $10 million, the Company will, within 30 days thereafter, make an offer
to purchase (an “Excess Proceeds Offer”)
from all Holders of Notes on a pro rata basis, in accordance with the
procedures set forth in the Indenture, the maximum principal amount (expressed
as a multiple of $1,000) of Notes that may be purchased with the Excess
Proceeds, at a purchase price in cash equal to 100% of the principal amount
thereof, plus accrued interest and Liquidated Damages, if any, to the date such
offer to purchase is consummated.  To the
extent that the aggregate principal amount of Notes tendered pursuant to such
offer is less than the Excess Proceeds, the Company may use such deficiency for
general corporate purposes.  If the
aggregate principal amount of Notes validly tendered and not withdrawn by
holders thereof exceeds the Excess Proceeds, the Notes to be purchased will be
selected on a pro rata basis. Upon completion of such offer to purchase, the
amount of Excess Proceeds will be reset to zero.


8.             Selection and Notice of Redemption If less
than all of the Notes are to be redeemed or purchased in an offer to purchase
at any time, the Trustee shall select the Notes to be redeemed or purchased
among the Holders of the Notes in compliance with the requirements



 A1-7
 








of the principal national securities exchange, if any,
on which the Notes are listed or, if the Notes are not so listed, on a pro rata basis, by lot or in accordance
with any other method the Trustee considers fair and appropriate.  In the event of partial redemption by lot,
the particular Notes to be redeemed shall be selected, unless otherwise provided
herein, not less than 30 nor more than 60 days prior to the redemption date by
the Trustee from the outstanding Notes not previously called for
redemption.  Notices of redemption may
not be conditional. If any Note is to be redeemed in part only, the notice of
redemption that relates to that Note will state the portion of the principal
amount thereof to be redeemed.  A new
Note in principal amount equal to the unredeemed portion of the original Note
will be issued in the name of the Holder thereof upon cancellation of the
original Note.  Notes called for
redemption become due on the date fixed for redemption.  On and after the redemption date, interest
and Liquidated Damages, if any, cease to accrue on Notes or portions of them
called for redemption.


9.             Denominations,
Transfer, Exchange.  The Notes are in
registered form without coupons in denominations of $1,000 and integral
multiples of $1,000.  The transfer of
Notes may be registered and Notes may be exchanged as provided in the
Indenture.  The Registrar and the Trustee
may require a Holder, among other things, to furnish appropriate endorsements
and transfer documents and the Company may require a Holder to pay any taxes
and fees required by law or permitted by the Indenture. The Company is not
required to transfer or exchange any Note selected for redemption. Also, the
Company is not required to transfer or exchange any Note for a period of 15
days before a selection of Notes to be redeemed.


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


11.           Amendment,
Supplement and Waiver.  Subject to
certain exceptions, the Indenture or the Notes may be amended or supplemented
with the consent of the Holders of at least a majority in principal amount of
the then outstanding Notes and Additional Notes, if any, voting as a single
class (including, without limitation, consents obtained in connection with a
purchase of, or tender offer or exchange offer for, the Notes), and any
existing default or compliance with any provision of the Indenture or the Notes
may be waived with the consent of the Holders of a majority in principal of the
then outstanding Notes and Additional Notes, if any, voting as a single class
(including, without limitation, consents obtained in connection with a purchase
of, or tender offer or exchange offer for, the Notes).  Without the consent of any Holder of a Note,
the Indenture or the Notes may be amended or supplemented to cure any
ambiguity, defect or inconsistency; to provide for uncertificated Notes in
addition to or in place of certificated Notes; to evidence the succession of another Person to
the Company and the assumption by any such successor of the covenants of the
Company; to add to the covenants of the Company for the benefit of the
Holders or to surrender any right or power herein conferred upon the Company;
to add additional Events of Default; to evidence and provide for the acceptance
of appointment under the Indenture by a successor Trustee; to secure the Notes;
to comply with requirements of the SEC in order to effect or maintain the
qualification of the Indenture under the Trust Indenture Act; to provide for
the issuance of Additional Notes in accordance with the limitations set forth
in the Indenture as of its date; to allow any Guarantor to execute a
supplemental Indenture and a Guarantee with respect to the Notes; or to release
Collateral from the Liens created by the Indenture or the Security Documents
when permitted by the Indenture and the Security Documents.



 A1-8
 








12.           Defaults
and Remedies.  In the case of an
Event of Default arising from certain events of bankruptcy or insolvency, with
respect to the Parent, the Company or any Restricted Subsidiary that is a
Significant Subsidiary, all outstanding Notes will become due and payable
immediately without further action or notice. 
If any other Event of Default occurs and is continuing, the Trustee or
the Holders of at least 25% in aggregate principal amount of the then
outstanding Notes may declare all the Notes to be due and payable immediately
by notice in writing to the Company specifying the respective Event of
Default.  The Trustee may withhold from
Holders of the Notes notice of any continuing Default or Event of Default
(except a Default or Event of Default relating to the payment of principal or
interest or Liquidated Damages, if any) if it determines that withholding
notice is in their interest.  The Holders
of a majority in aggregate principal amount of the Notes then outstanding by notice
to the Trustee may on behalf of the Holders of all of the Notes waive any
existing Default or Event of Default and its consequences under the Indenture
except a continuing Default or Event of Default in the payment of interest or
Liquidated Damages, if any, on, or the principal of, the Notes.


13.           Security
Interest.  The Notes will be secured,
to the extent and in the manner provided in the Security Documents, by a first
priority Lien on the Collateral.  Each
Noteholder, by its acceptance of a Note, (i) consents and agrees to the terms
of each Security Document, (ii) authorizes and directs the Trustee to appoint
U.S. Bank National Association as Collateral Agent on the Issue Date, (iii)
directs the Collateral Agent to enter into the Security Documents and (iv)
authorizes and empowers each of the Trustee and the Collateral Agent to bind
the Holders of Notes as set forth in the Security Documents and to perform its
respective obligations and exercise its respective rights and powers
thereunder.  In the event of any conflict
between (a) the Indenture and (b) the Security Documents, the provisions of the
Security Documents shall control unless such compliance would violate the TIA.


14.           Trustee Dealings with Company.  The Trustee, in its individual or any other
capacity, may make loans to, accept deposits from, and perform services for the
Company or its Affiliates, and may otherwise deal with the Company or its
Affiliates, as if it were not the Trustee.


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


16.           Authentication.  This Note shall not be valid until
authenticated by the manual signature of the Trustee or an authenticating
agent.


17.           Additional
Rights of Holders of Restricted Global Notes and Restricted Definitive Notes.  In addition to the rights provided to Holders
under the Indenture, Holders of Restricted Global Notes and Restricted
Definitive Notes shall have all the rights set forth in the Registration Rights
Agreement dated as of September 22, 2005, between the Company, the



 A1-9
 








Guarantors and the parties named on the signature
pages thereof or, in the case of Additional Notes, Holders of Restricted Global
Notes and Restricted Definitive Notes shall have the rights set forth in one or
more registration rights agreements, if any, between the Company, the
Guarantors and the other parties thereto, relating to rights given by the
Company and the Guarantors to the purchasers of Additional Notes (the “Registration Rights Agreement”).


18.           CUSIP
Numbers.  Pursuant to a
recommendation promulgated by the Committee on Uniform Security Identification
Procedures, the Company has caused CUSIP numbers to be printed on the Notes and
the Trustee may use CUSIP numbers in notices of redemption as a convenience to
Holders.  No representation is made as to
the accuracy of such numbers either as printed on the Notes or as contained in
any notice of redemption and reliance may be placed only on the other
identification numbers placed thereon.


The Company shall furnish to any Holder upon written request and
without charge a copy of the Indenture and/or the Registration Rights
Agreement.  Requests may be made to:


InSight Health Services
Corp.

26250 Enterprise Court

Suite 100

Lake Forest, CA  92630

Facsimile:  949-462-3703

Attention:  General Counsel



 A1-10
 








Assignment
Form


	
  To assign this Note, fill in
  the form below:

  
	
   

  
	
  (I) or (we)
  assign and transfer this Note to:

  	
   

  
	
   

  	
  (Insert assignee’s legal name)

  
	
   

  
	
   

  
	
  (Insert assignee’s soc. sec. or tax I.D. no.)

  
	
   

  
	
   

  
	
   

  
	
   

  
	
   

  
	
   

  
	
   

  
	
   

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

  
	
   

  
	
  and irrevocably
  appoint

  	
   

  
	
   

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

  
	
   

  
	
  Date:

  	
   

  	
   

  
	
   

  
	
  Your Signature:

  	
   

  
	
   

  	
  (Sign exactly as your name appears on the face of
  this Note)

  
	
   

  
	
  Signature
  Guarantee*:

  	
   

  	
   

  
								



 






*  Participant
in a recognized Signature Guarantee Medallion Program (or other signature
guarantor acceptable to the Trustee).



 A1-11
 








OPTION OF HOLDER TO ELECT PURCHASE


If you want to elect to have this Note purchased by the Company
pursuant to Section 4.10 or 4.14 of the Indenture, check the appropriate box
below:


o
Section 4.10                                                      o
Section 4.14


If you want to elect to have only part of the Note purchased by the
Company pursuant to Section 4.10 or Section 4.14 of the Indenture, state the
amount you elect to have purchased:


$                          


 


	
  Date:

  	
   

  	
   

  
	
   

  
	
  Your Signature:

  	
   

  
	
   

  	
  (Sign exactly as your name appears on the face of
  this Note)

  
	
   

  
	
  Tax
  Identification No.:

  	
   

  
	
   

  
	
  Signature
  Guarantee*:

  	
   

  	
   

  
							



 






*    Participant
in a recognized Signature Guarantee Medallion Program (or other signature
guarantor acceptable to the Trustee).



 A1-12
 








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:


	
  Date of Exchange

  	
   

  	
  Amount of Decrease in

  Principal Amount at

  Maturity

  of this Global Note

  	
   

  	
  Amount of Increase in

  Principal Amount at

  Maturity

  of this Global Note

  	
   

  	
  Principal Amount at

  Maturity

  of this Global Note

  Following such

  Decrease (or Increase)

  	
   

  	
  Signature of

  Authorized Officer

  of Trustee or

  Note Custodian

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 



 A1-13















EXHIBIT A2


[Face of Note]


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


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


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


THIS NOTE AND THE GUARANTEES ENDORSED HEREON HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY
STATE SECURITIES LAWS.  NEITHER THIS
NOTE, THE GUARANTEES ENDORSED HEREON NOR ANY INTEREST OR PARTICIPATION HEREIN
MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS
EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT.  THE HOLDER OF THIS NOTE AND THE
GUARANTEES ENDORSED HEREON BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR
OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE WHICH IS TWO YEARS AFTER
THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE
COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE AND THE



 A2-1
 








GUARANTEES ENDORSED HEREON (OR ANY PREDECESSOR OF THIS NOTE AND THE
GUARANTEES ENDORSED HEREON) (THE “RESALE RESTRICTION TERMINATION DATE”) ONLY
(A) TO THE COMPANY, THE PARENT OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (C) FOR SO LONG AS
THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES
ACT (“RULE 144A”), TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED
INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT
OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN
THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO
OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES
WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR (E) PURSUANT TO
ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT, SUBJECT TO THE COMPANY’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY
SUCH OFFER, SALE OR TRANSFER (I) PURSUANT TO CLAUSE (D) PRIOR TO THE END OF THE
40-DAY DISTRIBUTION COMPLIANCE PERIOD WITHIN THE MEANING OF REGULATION S UNDER
THE SECURITIES ACT OR PURSUANT TO CLAUSE (E) PRIOR TO THE RESALE RESTRICTION
TERMINATION DATE TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION
AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND (II) IN EACH OF THE
FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM
APPEARING ON THIS NOTE IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE
TRUSTEE.  THIS LEGEND WILL BE REMOVED
UPON THE REQUEST OF A HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.



 A2-2
 








CUSIP [                  ]


	
  No.

  	
  **$                **

  



INSIGHT
HEALTH SERVICES CORP.


Senior Secured Floating Rate Notes
due 2011


Issue Date:                                               September 22,
2005


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


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


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


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



 A2-3
 








IN WITNESS WHEREOF, the Company has caused this Note
to be signed manually or by facsimile by its duly authorized officers.


	
  

  	
  INSIGHT HEALTH
  SERVICES CORP.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   Name:

  
	
   

  	
   

  	
   Title:

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   Name:

  
	
   

  	
   

  	
   Title:

  
	
   

  	
   

  	
   

  



 


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


Dated: 
September 22, 2005


 


	
  U.S. Bank National
  Association, as Trustee

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Authorized Signatory

  	
   

  	
   

  



 



 A2-4
 








[Reverse Side of Note]


INSIGHT
HEALTH SERVICES CORP.


Senior Secured Floating
Rate Notes due 2011


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


1.             Interest.  (a) The Company promises to pay interest on
the principal amount of this Note at the rate per annum, reset quarterly, equal
to LIBOR plus 5.25%, as determined by the calculation agent (the “Calculation
Agent”), which shall initially be the Trustee, from the date hereof until
maturity and shall pay the Liquidated Damages, if any, payable pursuant to
Section 5 of the Registration Rights Agreement referred to below.  The Company shall pay interest and Liquidated
Damages, if any, quarterly in arrears on February 1, May 1, August 1 and
November 1 of each year, or if any such day is not a Business Day, on the next
succeeding Business Day (each an “Interest
Payment Date”).  Interest on
the Notes shall accrue from the most recent date to which interest has been
paid or, if no interest has been paid, from the date of original issuance; provided that if there is no existing
Default in the payment of interest, and if this Note is authenticated between a
record date referred to on the face hereof and the next succeeding Interest
Payment Date, interest shall accrue from such next succeeding Interest Payment
Date; provided further that the
first Interest Payment Date shall be February 1, 2006.  The Company shall pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue
principal and premium, if any, from time to time on demand at a rate that is 1%
per annum in excess of the rate then in effect; it shall pay interest
(including post-petition interest in any proceeding under any Bankruptcy Law)
on overdue installments of interest and Liquidated Damages (without regard to
any applicable grace periods) from time to time on demand at the same rate to
the extent lawful.


(b) The amount of interest for each day that the Notes
are outstanding (the “Daily Interest Amount”) will be calculated by dividing
the interest rate in effect for such day by 365 (or 366, in the case of a
calculation made with respect to a leap year) and multiplying the result by the
principal amount of the Notes.  The
amount of interest to be paid on the Notes for each Interest Period will be
calculated by adding the Daily Interest Amounts for each day in the Interest
Period.  All percentages resulting from
any of the above calculations will be rounded, if necessary, to the nearest one
hundred-thousandth of a percentage point, with five one-millionths of a
percentage point being rounded upwards (e.g., 9.876545% (or 0.09876545) being
rounded to 9.87655% (or 0.0987655)) and all dollar amounts used in or resulting
from such calculations will be rounded to the nearest cent (with one-half cent
being rounded upwards).  The interest rate
on the Notes will in no event be higher than the maximum rate permitted by New
York law.  The Calculation Agent will,
upon the request of the Holder of any Note, provide the interest rate then in
effect with respect to the Notes.  All
calculations made by the Calculation Agent in the absence of manifest error
will be conclusive for all purposes and binding on the Company, the Guarantors
and the Holders of the Notes.


2.             Method of Payment.  The Company shall pay interest on the Notes
(except defaulted interest) and Liquidated Damages, if any, to the Persons who
are registered Holders of



 A2-5
 








 


Notes at the close of business on the 15th day of the month next preceding the Interest
Payment Date, even if such Notes are canceled after such record date and on or
before such Interest Payment Date, except as provided in Section 2.13 of the
Indenture with respect to defaulted interest. 
The Notes shall be payable as to principal, premium and Liquidated
Damages, if any, and interest at the office or agency of the Company maintained
for such purpose in The City of New York, or, at the option of the Company,
payment of interest and Liquidated Damages, if any, may be made by check mailed
to the Holders at their addresses set forth in the register of Holders, and
provided that payment by wire transfer of immediately available funds shall be
required with respect to principal of and interest, premium and Liquidated
Damages, if any, on, all Global Notes and all other Notes the Holders of which
shall have provided wire transfer instructions to the Company or the Paying
Agent.  Such payment shall be in such
coin or currency of the United States of America as at the time of payment is
legal tender for payment of public and private debts.


3.             Paying Agent and
Registrar.  Initially, U.S. Bank
National Association, the Trustee under the Indenture, shall act as Paying
Agent and Registrar.  The Company may
change any Paying Agent or Registrar without notice to any Holder.  The Company or any of its Subsidiaries may
act in any such capacity.


4.             Indenture.  The Company issued the Notes under an
Indenture dated as of September 22, 2005 (the “Indenture”) among the Company, the Parent, the Subsidiary
Guarantors and the Trustee.  The terms of
the Notes include those stated in the Indenture and those made part of the
Indenture by reference to the Trust Indenture Act of 1939, as amended.  The Notes are subject to all such terms, and
Holders are referred to the Indenture and such Act for a statement of such terms.  To the extent any provision of this Note
conflicts with the express provisions of the Indenture, the provisions of the
Indenture shall govern and be controlling.


5.             Optional Redemption.  The Company shall not have the option to
redeem the Notes prior to November 1, 2006. 
Thereafter, the Company shall have the option to redeem the Notes, in
whole or in part, upon not less than 30 nor more than 60 days’ prior notice to
the Holders, at the redemption prices (expressed as percentages of principal
amount) set forth below plus accrued and unpaid interest and Liquidated
Damages, if any, thereon to the applicable redemption date, if redeemed during
the twelve-month period beginning on November 1 of the years indicated below:


	
  Year

  	
   

  	
  Percentage

  	
   

  
	
  2006

  	
   

  	
  103.0

  	
  %

  
	
  2007

  	
   

  	
  101.5

  	
  %

  
	
  2008 and thereafter

  	
   

  	
  100.0

  	
  %

  



 


6.             Mandatory Redemption.  Except as set forth in paragraph 7
below, the Company shall not be required to make mandatory redemption or
sinking fund payments with respect to the Notes.


7.             Repurchase at Option of Holder.  (a) Upon the occurrence of a Change of
Control, each Holder of Notes will have the right to require the Company to
repurchase all or any part (equal to $1,000 or an integral multiple thereof) of
such Holder’s Notes pursuant to the offer



 A2-6
 








described below (the “Change
of Control Offer”) at an offer price in cash equal to 101% of the
aggregate principal amount thereof plus accrued and unpaid interest and
Liquidated Damages thereon, if any, to the date of purchase (the “Change of Control Payment”). Within 30
days following any Change of Control, the Company will notify the Trustee
thereof and mail a notice to each Holder describing the transaction or
transactions that constitute the Change of Control and offering to repurchase
Notes on the date specified in such notice, which date shall be no earlier than
30 days and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”), pursuant
to the procedures required by the Indenture and described in such notice.


(b)           Within 365 days after the
receipt of any Net Cash Proceeds from an Asset Sale, the Company may, at its
option, within 12 months after such Asset Sale, (i) apply all or a portion of
the Net Cash Proceeds to repay or purchase Applicable Indebtedness (and, in the
case of revolving loans and other similar obligations, permanently reduce the
commitment thereunder), or (ii) invest (or enter into a legally binding
agreement to invest) all or a portion of such Net Cash Proceeds in properties
and assets to replace the properties and assets that were the subject of the
Asset Sale or in properties and assets that will be used in businesses of the
Company or its Restricted Subsidiaries, as the case may be, existing on the
Issue Date or in businesses the same, similar or reasonably related thereto;
provided, that, to the extent that such Net Cash Proceeds represent proceeds of
Collateral, (A) none of such properties and assets obtained shall consist of
Excluded Assets and (B) such properties and assets obtained shall be expressly
made subject to a first priority Lien (subject to Permitted Liens) with respect
to the Notes.  If any such legally
binding agreement to invest such Net Cash Proceeds is terminated, the Company
may, within 90 days of such termination or within 12 months of such Asset Sale,
whichever is later, invest such Net Cash Proceeds as provided in clause (i) or
(ii) (without regard to the parenthetical contained in such clause (ii))
above.  Pending the final application of
any such Net Cash Proceeds, the Company may temporarily reduce revolving credit
borrowings or otherwise invest such Net Cash Proceeds in a manner that is not
prohibited by the Indenture.  The amount
of such Net Cash Proceeds not so used as set forth above in this paragraph shall
constitute “Excess Proceeds”.  When the aggregate amount of Excess Proceeds
exceeds $10 million, the Company will, within 30 days thereafter, make an offer
to purchase (an “Excess Proceeds Offer”)
from all Holders of Notes on a pro rata basis, in accordance with the
procedures set forth in the Indenture, the maximum principal amount (expressed
as a multiple of $1,000) of Notes that may be purchased with the Excess
Proceeds, at a purchase price in cash equal to 100% of the principal amount
thereof, plus accrued interest and Liquidated Damages, if any, to the date such
offer to purchase is consummated.  To the
extent that the aggregate principal amount of Notes tendered pursuant to such
offer is less than the Excess Proceeds, the Company may use such deficiency for
general corporate purposes.  If the
aggregate principal amount of Notes validly tendered and not withdrawn by
holders thereof exceeds the Excess Proceeds, the Notes to be purchased will be
selected on a pro rata basis. Upon completion of such offer to purchase, the
amount of Excess Proceeds will be reset to zero.


8.             Selection and Notice of Redemption If less
than all of the Notes are to be redeemed or purchased in an offer to purchase
at any time, the Trustee shall select the Notes to be redeemed or purchased
among the Holders of the Notes in compliance with the requirements of the
principal national securities exchange, if any, on which the Notes are listed
or, if the Notes are not so listed, on a pro
rata basis, by lot or in accordance with any other method the
Trustee



 A2-7
 








considers fair and appropriate.  In the event of partial redemption by lot,
the particular Notes to be redeemed shall be selected, unless otherwise
provided herein, not less than 30 nor more than 60 days prior to the redemption
date by the Trustee from the outstanding Notes not previously called for
redemption.  Notices of redemption may
not be conditional. If any Note is to be redeemed in part only, the notice of
redemption that relates to that Note will state the portion of the principal
amount thereof to be redeemed.  A new
Note in principal amount equal to the unredeemed portion of the original Note
will be issued in the name of the Holder thereof upon cancellation of the
original Note.  Notes called for
redemption become due on the date fixed for redemption.  On and after the redemption date, interest
and Liquidated Damages, if any, cease to accrue on Notes or portions of them
called for redemption.


9.             Denominations,
Transfer, Exchange.  The Notes are in
registered form without coupons in denominations of $1,000 and integral
multiples of $1,000.  The transfer of
Notes may be registered and Notes may be exchanged as provided in the
Indenture.  The Registrar and the Trustee
may require a Holder, among other things, to furnish appropriate endorsements
and transfer documents and the Company may require a Holder to pay any taxes
and fees required by law or permitted by the Indenture. The Company is not
required to transfer or exchange any Note selected for redemption. Also, the
Company is not required to transfer or exchange any Note for a period of 15
days before a selection of Notes to be redeemed.


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


11.           Amendment,
Supplement and Waiver.  Subject to
certain exceptions, the Indenture or the Notes may be amended or supplemented
with the consent of the Holders of at least a majority in principal amount of
the then outstanding Notes and Additional Notes, if any, voting as a single
class (including, without limitation, consents obtained in connection with a
purchase of, or tender offer or exchange offer for, the Notes), and any
existing default or compliance with any provision of the Indenture or the Notes
may be waived with the consent of the Holders of a majority in principal of the
then outstanding Notes and Additional Notes, if any, voting as a single class
(including, without limitation, consents obtained in connection with a purchase
of, or tender offer or exchange offer for, the Notes).  Without the consent of any Holder of a Note,
the Indenture or the Notes may be amended or supplemented to cure any
ambiguity, defect or inconsistency; to provide for uncertificated Notes in
addition to or in place of certificated Notes; to evidence the succession of another Person to
the Company and the assumption by any such successor of the covenants of the
Company; to add to the covenants of the Company for the benefit of the
Holders or to surrender any right or power herein conferred upon the Company;
to add additional Events of Default; to evidence and provide for the acceptance
of appointment under the Indenture by a successor Trustee; to secure the Notes;
to comply with requirements of the SEC in order to effect or maintain the
qualification of the Indenture under the Trust Indenture Act; to provide for
the issuance of Additional Notes in accordance with the limitations set forth
in the Indenture as of its date; to allow any Guarantor to execute a
supplemental Indenture and a Guarantee with respect to the Notes; or to release
Collateral from the Liens created by the Indenture or the Security Documents
when permitted by the Indenture and the Security Documents.



 A2-8
 








12.           Defaults
and Remedies.  In the case of an
Event of Default arising from certain events of bankruptcy or insolvency, with
respect to the Parent, the Company or any Restricted Subsidiary that is a
Significant Subsidiary, all outstanding Notes will become due and payable
immediately without further action or notice. 
If any other Event of Default occurs and is continuing, the Trustee or
the Holders of at least 25% in aggregate principal amount of the then
outstanding Notes may declare all the Notes to be due and payable immediately
by notice in writing to the Company specifying the respective Event of Default.  The Trustee may withhold from Holders of the
Notes notice of any continuing Default or Event of Default (except a Default or
Event of Default relating to the payment of principal or interest or Liquidated
Damages, if any) if it determines that withholding notice is in their interest.  The Holders of a majority in aggregate
principal amount of the Notes then outstanding by notice to the Trustee may on
behalf of the Holders of all of the Notes waive any existing Default or Event
of Default and its consequences under the Indenture except a continuing Default
or Event of Default in the payment of interest or Liquidated Damages, if any,
on, or the principal of, the Notes.


13.           Security
Interest.  The Notes will be secured,
to the extent and in the manner provided in the Security Documents, by a first
priority Lien on the Collateral.  Each
Noteholder, by its acceptance of a Note, (i) consents and agrees to the terms
of each Security Document, (ii) authorizes and directs the Trustee to appoint
U.S. Bank National Association as Collateral Agent on the Issue Date, (iii)
directs the Collateral Agent to enter into the Security Documents and (iv)
authorizes and empowers each of the Trustee and the Collateral Agent to bind
the Holders of Notes as set forth in the Security Documents and to perform its
respective obligations and exercise its respective rights and powers
thereunder.  In the event of any conflict
between (a) the Indenture and (b) the Security Documents, the provisions of the
Security Documents shall control unless such compliance would violate the TIA.


14.           Trustee Dealings with Company.  The Trustee, in its individual or any other
capacity, may make loans to, accept deposits from, and perform services for the
Company or its Affiliates, and may otherwise deal with the Company or its
Affiliates, as if it were not the Trustee.


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


16.           Authentication.  This Note shall not be valid until
authenticated by the manual signature of the Trustee or an authenticating
agent.


17.           Additional
Rights of Holders of Restricted Global Notes and Restricted Definitive Notes.  In addition to the rights provided to Holders
under the Indenture, Holders of Restricted Global Notes and Restricted
Definitive Notes shall have all the rights set forth in the Registration Rights
Agreement dated as of September 22, 2005, between the Company, the



 A2-9
 








Guarantors and the parties named on the signature
pages thereof or, in the case of Additional Notes, Holders of Restricted Global
Notes and Restricted Definitive Notes shall have the rights set forth in one or
more registration rights agreements, if any, between the Company, the
Guarantors and the other parties thereto, relating to rights given by the
Company and the Guarantors to the purchasers of Additional Notes (the “Registration Rights Agreement”).


18.           CUSIP
Numbers.  Pursuant to a
recommendation promulgated by the Committee on Uniform Security Identification
Procedures, the Company has caused CUSIP numbers to be printed on the Notes and
the Trustee may use CUSIP numbers in notices of redemption as a convenience to
Holders.  No representation is made as to
the accuracy of such numbers either as printed on the Notes or as contained in
any notice of redemption and reliance may be placed only on the other
identification numbers placed thereon.


The Company shall furnish to any Holder upon written request and
without charge a copy of the Indenture and/or the Registration Rights
Agreement.  Requests may be made to:


InSight Health Services
Corp.

26250 Enterprise Court

Suite 100

Lake Forest, CA  92630

Facsimile:  949-462-3703

Attention:  General Counsel



 A2-10
 








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
 








OPTION OF HOLDER TO ELECT PURCHASE


If you want to elect to have this Note purchased by the Company
pursuant to Section 4.10 or 4.14 of the Indenture, check the appropriate box
below:


o
Section 4.10                                                      o
Section 4.14


If you want to elect to have only part of the Note purchased by the
Company pursuant to Section 4.10 or Section 4.14 of the Indenture, state the
amount you elect to have purchased:


$                          


 


	
  Date:

  	
   

  	
   

  
	
   

  
	
  Your Signature:

  	
   

  
	
   

  	
  (Sign exactly as your name appears on the face of
  this Note)

  
	
   

  
	
  Tax
  Identification No.:

  	
   

  
	
   

  
	
  Signature
  Guarantee*:

  	
   

  	
   

  
							



 






*             Participant in a
recognized Signature Guarantee Medallion Program (or other signature guarantor
acceptable to the Trustee).



 A2-12
 








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:


	
  Date of Exchange

  	
   

  	
  Amount of Decrease in

  Principal Amount at

  Maturity

  of this Global Note

  	
   

  	
  Amount of Increase in

  Principal Amount at

  Maturity

  of this Global Note

  	
   

  	
  Principal Amount at

  Maturity

  of this Global Note

  Following such

  Decrease (or Increase)

  	
   

  	
  Signature of

  Authorized Officer

  of Trustee or

  Note Custodian

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 



 A2-13















EXHIBIT B


FORM OF CERTIFICATE OF TRANSFER


InSight Health
Services Corp.

26250 Enterprise Court

Suite 100

Lake Forest, CA  92630

Facsimile:  949-462-3703

Attention:  General Counsel


U.S. Bank National Association

Corporate Trust Services

100 Wall Street – Suite 1600

New York, NY  10005

Attention: Cheryl Clarke


Re:  Senior Secured Floating Rate
Notes due 2011


Reference is hereby made to the Indenture, dated as of
September 22, 2005 (the “Indenture”),
among InSight Health Services Corp., a Delaware corporation (the “Company”), InSight Health Services
Holdings Corp., a Delaware corporation (the “Parent”),
the Subsidiary Guarantors, and U.S. Bank National Association, as trustee.  Capitalized terms used but not defined herein
shall have the meanings given to them in the Indenture.


                                       
(the “Transferor”) owns and
proposes to transfer the Note[s] or interest in such Note[s] specified in Annex
A hereto, in the principal amount at maturity of $                    
in such Note[s] or interests (the “Transfer”),
to                                                        
(the “Transferee”), as further
specified in Annex A hereto.  In
connection with the Transfer, the Transferor hereby certifies that:


[CHECK ALL THAT
APPLY]


1.                             Check
if Transferee will take delivery of a beneficial interest in the 144A Global
Note or a Definitive Note Pursuant to Rule 144A.  The Transfer is being effected pursuant to
and in accordance with Rule 144A under the United States Securities Act of
1933, as amended (the “Securities Act”),
and, accordingly, the Transferor hereby further certifies that the beneficial
interest or Definitive Note is being transferred to a Person that the
Transferor reasonably believed and believes is purchasing the beneficial
interest or Definitive Note for its own account, or for one or more accounts
with respect to which such Person exercises sole investment discretion, and
such Person and each such account is a “qualified institutional buyer” within
the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A
and such Transfer is in compliance with any applicable blue sky securities laws
of any state of the United States.  Upon
consummation of the proposed Transfer in accordance with the terms of the
Indenture, the transferred beneficial interest or Definitive Note will be
subject to the restrictions on transfer enumerated in the Private Placement
Legend printed on the 144A Global Note and/or the Definitive Note and in the
Indenture and the Securities Act.



 B-1
 








2.                             Check
if Transferee will take delivery of a beneficial interest in the
Regulation S Temporary Global Note, the Regulation S Permanent Global
Note or a Definitive Note pursuant to Regulation S.  The Transfer is being effected pursuant to
and in accordance with Rule 903 or Rule 904 under the Securities Act and,
accordingly, the Transferor hereby further certifies that (i) the Transfer is
not being made to a person in the United States and (x) at the time the buy
order was originated, the Transferee was outside the United States or such
Transferor and any Person acting on its behalf reasonably believed and believes
that the Transferee was outside the United States or (y) the transaction was
executed in, on or through the facilities of a designated offshore securities
market and neither such Transferor nor any Person acting on its behalf knows
that the transaction was prearranged with a buyer in the United States, (ii) no
directed selling efforts have been made in contravention of the requirements of
Rule 903(b) or Rule 904(b) of Regulation S under the Securities Act, (iii) the
transaction is not part of a plan or scheme to evade the registration
requirements of the Securities Act and (iv) if the proposed transfer is being
made prior to the expiration of the Restricted Period, the transfer is not
being made to a U.S. Person or for the account or benefit of a U.S. Person
(other than an Initial Purchaser).  Upon
consummation of the proposed transfer in accordance with the terms of the
Indenture, the transferred beneficial interest or Definitive Note will be
subject to the restrictions on Transfer enumerated in the Private Placement
Legend printed on the Regulation S Permanent Global Note, the Regulation S
Temporary Global Note and/or the Definitive Note and in the Indenture and the
Securities Act.


3.                             Check
and complete if Transferee will take delivery of a beneficial interest in the
IAI Global Note or a Definitive Note pursuant to any provision of the
Securities Act other than Rule 144A or Regulation S.  The Transfer is being effected in compliance
with the transfer restrictions applicable to beneficial interests in Restricted
Global Notes and Restricted Definitive Notes and pursuant to and in accordance
with the Securities Act and any applicable blue sky securities laws of any
state of the United States, and accordingly the Transferor hereby further
certifies that (check one):


(a)                           such
Transfer is being effected pursuant to and in accordance with Rule 144 under
the Securities Act;


or


(b)                           such
Transfer is being effected to the Company or a subsidiary thereof;


or


(c)                           such
Transfer is being effected pursuant to an effective registration statement
under the Securities Act and in compliance with the prospectus delivery
requirements of the Securities Act;


or


(d)                           such
Transfer is being effected to an Institutional Accredited Investor and pursuant
to an exemption from the registration requirements of the Securities Act other
than Rule 144A, Rule 144 or Rule 904, and the Transferor hereby



 B-2
 








further certifies
that it has not engaged in any general solicitation within the meaning of
Regulation D under the Securities Act and the Transfer complies with the
transfer restrictions applicable to beneficial interests in a Restricted Global
Note or Restricted Definitive Notes and the requirements of the exemption
claimed, which certification is supported by (1) a certificate executed by the
Transferee in the form of Exhibit D to the Indenture and (2) an Opinion of
Counsel provided by the Transferor or the Transferee (a copy of which the
Transferor has attached to this certification), to the effect that such
Transfer is in compliance with the Securities Act.  Upon consummation of the proposed transfer in
accordance with the terms of the Indenture, the transferred beneficial interest
or Definitive Note will be subject to the restrictions on transfer enumerated
in the Private Placement Legend printed on the IAI Global Note and/or the
Definitive Notes and in the Indenture and the Securities Act.


4.                             Check
if Transferee will take delivery of a beneficial interest in an Unrestricted
Global Note or of an Unrestricted Definitive Note.


(a)                           Check
if Transfer is Pursuant to Rule 144.  (i)
The Transfer is being effected pursuant to and in accordance with Rule 144
under the Securities Act and in compliance with the transfer restrictions
contained in the Indenture and any applicable blue sky securities laws of any
state of the United States and (ii) the restrictions on transfer contained in
the Indenture and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act.  Upon
consummation of the proposed Transfer in accordance with the terms of the
Indenture, the transferred beneficial interest or Definitive Note will no
longer be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the Restricted Global Notes, on Restricted
Definitive Notes and in the Indenture.


(b)                           Check
if Transfer is Pursuant to Regulation S. 
(i) The Transfer is being effected pursuant to and in accordance with
Rule 903 or Rule 904 under the Securities Act and in compliance with the
transfer restrictions contained in the Indenture and any applicable blue sky
securities laws of any state of the United States and (ii) the restrictions on
transfer contained in the Indenture and the Private Placement Legend are not
required in order to maintain compliance with the Securities Act.  Upon consummation of the proposed Transfer in
accordance with the terms of the Indenture, the transferred beneficial interest
or Definitive Note will no longer be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the Restricted Global
Notes, on Restricted Definitive Notes and in the Indenture.


(c)                           Check
if Transfer is Pursuant to Other Exemption. 
(i) The Transfer is being effected pursuant to and in compliance with an
exemption from the registration requirements of the Securities Act other than
Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions
contained in the Indenture and any applicable blue sky securities laws of any
State of the United States and (ii) the restrictions on transfer contained in
the Indenture and the Private Placement Legend are not required in order to
maintain compliance with the Securities Act. 
Upon consummation of the proposed Transfer in accordance with the terms
of the Indenture, the transferred beneficial interest or Definitive Note will
not be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the Restricted Global Notes or Restricted
Definitive Notes and in the Indenture.



 B-3
 








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


 


	
  

  	
   

  	
   

  
	
   

  	
  [Insert Name of
  Transferor]

  	
   

  
	
  

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  	
   

  
							




 B-4
 








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















EXHIBIT C


FORM OF CERTIFICATE OF EXCHANGE


InSight Health
Services Corp.

26250 Enterprise Court

Suite 100

Lake Forest, CA  92630

Facsimile:  949-462-3703

Attention:  General Counsel


U.S. Bank National Association

Corporate Trust Services

100 Wall Street – Suite 1600

New York, NY  10005

Attention: Cheryl Clarke


Re: Senior Secured Floating Rate Notes due 2011


Reference is hereby made to the Indenture, dated as of
September 22, 2005 (the “Indenture”),
among InSight Health Services Corp., a Delaware corporation (the “Company”), InSight Health Services
Holdings Corp., a Delaware corporation (the “Parent”),
the Subsidiary Guarantors, and U.S. Bank National Association, as trustee.  Capitalized terms used but not defined herein
shall have the meanings given to them in the Indenture.


                                                
(the “Owner”) owns and proposes
to exchange the Note[s] or interest in such Note[s] specified herein, in the
principal amount at maturity of $                      
in such Note[s] or interests (the “Exchange”).  In connection with the Exchange, the Owner
hereby certifies that:


1.                             Exchange
of Restricted Definitive Notes or Beneficial Interests in a Restricted Global
Note for Unrestricted Definitive Notes or Beneficial Interests in an Unrestricted
Global Note


(1)                           Check if Exchange is from
beneficial interest in a Restricted Global Note to beneficial interest in an
Unrestricted Global Note.  In connection
with the Exchange of the Owner’s beneficial interest in a Restricted Global
Note for a beneficial interest in an Unrestricted Global Note in an equal
principal amount at maturity, the Owner hereby certifies (i) the beneficial
interest is being acquired for the Owner’s own account without transfer, (ii)
such Exchange has been effected in compliance with the transfer restrictions
applicable to the Global Notes and pursuant to and in accordance with the
United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions
on transfer contained in the Indenture and the Private Placement Legend are not
required in order to maintain compliance with the Securities Act and (iv) the
beneficial interest in an Unrestricted Global Note is being acquired in
compliance with any applicable blue sky securities laws of any state of the United
States.



 C-1
 








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


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


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


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


(a)                           Check
if Exchange is from beneficial interest in a Restricted Global Note to Restricted
Definitive Note.  In connection with the
Exchange of the Owner’s beneficial interest in a Restricted Global Note for a
Restricted Definitive Note with an equal principal amount at maturity, the
Owner hereby certifies that the Restricted Definitive Note is being acquired
for the Owner’s own account without transfer. 
Upon consummation of the proposed Exchange in accordance with the terms
of the Indenture, the Restricted Definitive Note issued will continue to be
subject to the restrictions on transfer enumerated in the Private Placement
Legend printed on the Restricted Definitive Note and in the Indenture and the
Securities Act.



 C-2
 








(b)                           Check
if Exchange is from Restricted Definitive Note to beneficial interest in a
Restricted Global Note.  In connection
with the Exchange of the Owner’s Restricted Definitive Note for a beneficial
interest in the [CHECK ONE] : 144A Global Note, :
Regulation S Global Note, : IAI Global Note with an equal
principal amount at maturity, the Owner hereby certifies (i) the beneficial
interest is being acquired for the Owner’s own account without transfer and
(ii) such Exchange has been effected in compliance with the transfer
restrictions applicable to the Restricted Global Notes and pursuant to and in
accordance with the Securities Act, and in compliance with any applicable blue
sky securities laws of any state of the United States.  Upon consummation of the proposed Exchange in
accordance with the terms of the Indenture, the beneficial interest issued will
be subject to the restrictions on transfer enumerated in the Private Placement
Legend printed on the relevant Restricted Global Note and in the Indenture and
the Securities Act.


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


 


	
  

  	
   

  	
   

  
	
   

  	
  [Insert Name of
  Transferor]

  	
   

  
	
  

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  	
   

  
						



 



 C-3















EXHIBIT D


FORM OF CERTIFICATE FROM


ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR


[                           ]


Re:  Senior Secured Floating Rate
Notes due 2011


Reference is hereby made to the Indenture, dated as of
September 22, 2005 (the “Indenture”),
among InSight Health Services Corp., a Delaware corporation (the “Company”) InSight Health Services Holdings
Corp., a Delaware corporation (the “Parent”),
the Subsidiary Guarantors, and U.S. Bank National Association, as trustee.  Capitalized terms used but not defined herein
shall have the meanings given to them in the Indenture.


In connection with our proposed purchase of $                      aggregate
principal amount at maturity of:


(a)           o            beneficial interest in
a Global Note, or


(b)           o            a Definitive Note,


we confirm that:


1.             We
understand that any subsequent transfer of the Notes or any interest therein is
subject to certain restrictions and conditions set forth in the Indenture and
the undersigned agrees to be bound by, and not to resell, pledge or otherwise
transfer the Notes or any interest therein except in compliance with, such
restrictions and conditions and the United States Securities Act of 1933, as
amended (the “Securities Act”).


2.             We
understand that the offer and sale of the Notes have not been registered under
the Securities Act, and that the Notes and any interest therein may not be
offered or sold except as permitted in the following sentence.  We agree, on our own behalf and on behalf of
any accounts for which we are acting as hereinafter stated, that if we should
sell the Notes or any interest therein, we will do so only (A) to the Company
or any subsidiary thereof, (B) in accordance with Rule 144A under the
Securities Act to a “qualified institutional buyer” (as defined therein), (C)
to an institutional “accredited investor” (as defined below) that, prior to
such transfer, furnishes (or has furnished on its behalf by a U.S. broker-dealer)
to you and to the Company a signed letter substantially in the form of this
letter and an Opinion of Counsel in form reasonably acceptable to the Company
to the effect that such transfer is in compliance with the Securities Act, (D)
outside the United States in accordance with Rule 904 of Regulation S
under the Securities Act, (E) pursuant to the provisions of Rule 144(k) under
the Securities Act or (F) pursuant to an effective registration statement under
the Securities Act, and we further agree to provide to any person purchasing
the Definitive Note or beneficial interest in a Global Note from us in a
transaction meeting the requirements of clauses (A) through (E) of this
paragraph a notice advising such purchaser that resales thereof are restricted
as stated herein.



 D-1
 








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















EXHIBIT E


FORM OF
NOTATION OF GUARANTEE


For value received, each Guarantor (which term includes any successor
Person under the Indenture) has, jointly and severally, unconditionally
guaranteed on a senior secured basis, to the extent set forth in the Indenture
and subject to the provisions in the Indenture dated as of September 22, 2005
(the “Indenture”) among InSight Health Services Corp. (the “Company”), InSight
Health Services Holdings Corp., the Subsidiary Guarantors (as defined in the
Indenture), and U.S. Bank National Association, as trustee (the “Trustee”),
(a) the due and punctual payment of the principal of, premium, if any, and
interest on the Notes (as defined in the Indenture), whether at maturity, by
acceleration, redemption or otherwise, the due and punctual payment of interest
on overdue principal and premium, and, to the extent permitted by law,
interest, and the due and punctual performance of all other obligations of the
Company to the Holders or the Trustee all in accordance with the terms of the
Indenture and (b) in case of any extension of time of payment or renewal
of any Notes or any of such other obligations, that the same will be promptly
paid in full when due or performed in accordance with the terms of the
extension or renewal, whether at stated maturity, by acceleration or
otherwise.  The obligations of the
Guarantors to the Holders of Notes and to the Trustee pursuant to the Guarantee
and the Indenture are (i) expressly set forth in Article Eleven of the
Indenture and (ii) are secured to the extent set forth in Article Ten of the
Indenture, and reference is hereby made to the Indenture for the precise terms
of the Guarantee.  This Guarantee shall
be governed by and construed in accordance with the laws of the State of New
York.


	
  

  	
  [Name of Guarantor]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 



 E-1















EXHIBIT
F


FORM OF SUPPLEMENTAL INDENTURE


TO BE DELIVERED BY SUBSEQUENT GUARANTORS


Supplemental Indenture (this “Supplemental Indenture”), dated as of                          ,
among                                      (the
“Guaranteeing Subsidiary”), a subsidiary
of InSight Health Services Corp. (or its permitted successor), a Delaware
corporation (the “Company”),
InSight Health Services Holdings Corp., the Subsidiary Guarantors (as defined
in the Indenture referred to herein) and U.S. Bank National Association, as
trustee under the Indenture referred to below (the “Trustee”).


W I T N E S S E T H


WHEREAS, the Company has heretofore executed and
delivered to the Trustee an indenture (the “Indenture”), dated as of
September 22, 2005 providing for the issuance of an aggregate principal
amount of $300.0 million of Senior Secured Floating Rate Notes due 2011 (the “Notes”);


WHEREAS, the Indenture provides that under certain
circumstances the Guaranteeing Subsidiary shall execute and deliver to the
Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary
shall unconditionally guarantee all of the Company’s obligations under the
Notes and the Indenture on the terms and conditions set forth herein (the “Guarantee”);
and


WHEREAS, pursuant to Section 9.01 of the Indenture,
the Trustee is authorized to execute and deliver this Supplemental Indenture.


NOW THEREFORE, in consideration of the foregoing and
for other good and valuable consideration, the receipt of which is hereby
acknowledged, the Guaranteeing Subsidiary and the Trustee mutually covenant and
agree for the equal and ratable benefit of the Holders of the Notes as follows:


1.     Capitalized Terms.  Capitalized terms used herein without
definition shall have the meanings assigned to them in the Indenture.


2.     Agreement to Guarantee.  The Guaranteeing Subsidiary hereby agrees as
follows:


(a)   Along with all other Guarantors, to jointly
and severally Guarantee to each Holder of a Note authenticated and delivered by
the Trustee and to the Trustee and its successors and assigns, irrespective of
the validity and enforceability of the Indenture, the Notes or the obligations
of the Company hereunder or thereunder, that:


(i)            the principal of and interest on the
Notes will be promptly paid in full when due, whether at maturity, by
acceleration, redemption or otherwise, and interest on the overdue principal of
and interest on the Notes, if any, if lawful, and all other obligations of the











Company to the Holders or
the Trustee hereunder or thereunder will be promptly paid in full or performed,
all in accordance with the terms hereof and thereof; and


(ii)           in case of any extension of time of
payment or renewal of any Notes or any of such other obligations, the same will
be promptly paid in full when due or performed in accordance with the terms of
the extension or renewal, whether at stated maturity, by acceleration or
otherwise.  Failing payment when due of any amount so guaranteed or any
performance so guaranteed for whatever reason, the Guarantors shall be jointly
and severally obligated to pay the same immediately.


(b)   The obligations hereunder shall be
unconditional, irrespective of the validity, regularity or enforceability of
the Notes or the Indenture, the absence of any action to enforce the same, any
waiver or consent by any Holder of the Notes with respect to any provisions
hereof or thereof, the recovery of any judgment against the Company, any action
to enforce the same or any other circumstance that might otherwise constitute a
legal or equitable discharge or defense of a guarantor.


(c)   The following are hereby waived: diligence,
presentment, demand of payment, filing of claims with a court in the event of
insolvency or bankruptcy of the Company, any right to require a proceeding
first against the Company, protest, notice and all demands whatsoever.


(d)   This Guarantee shall not be discharged except
by complete performance of the obligations contained in the Notes and the
Indenture.


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


(f)    The Guaranteeing Subsidiary shall not be
entitled to any right of subrogation in relation to the Holders in respect of
any obligations guaranteed hereby until payment in full of all obligations
guaranteed hereby.


(g)   As between the Guarantors, on the one hand,
and the Holders and the Trustee, on the other hand, (x) the maturity of
the obligations guaranteed hereby may be accelerated as provided in Article Six
of the Indenture for the purposes of this Guarantee, notwithstanding any stay,
injunction or other prohibition preventing such acceleration in respect of the
obligations guaranteed hereby, and (y) in the event of any declaration of
acceleration of such obligations as provided in Article Six of the Indenture,
such obligations (whether or not due and payable) shall forthwith become due
and payable by the Guarantors for the purpose of this Guarantee.


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











4.     Guaranteeing Subsidiary May Consolidate,
Etc., on Certain Terms.


Except
as otherwise provided in Section 5.01(b) of the Indenture, a Subsidiary
Guarantor may not consolidate with or merge with or into any other Person or
convey, sell, assign, transfer, lease or otherwise dispose of its properties
and assets substantially as an entirety to any other Person (other than the
Company or another Subsidiary Guarantor) unless:


(i)            subject to the provisions of the
second to the last paragraph of this Section 4, the Person formed by or
surviving such consolidation or merger (if other than such Subsidiary
Guarantor) or to which such properties and assets are transferred assumes all
of the obligations of such Subsidiary Guarantor under the Indenture, its
Guarantee to Security Documents and the Registration Rights Agreement, pursuant
to agreements in form and substance reasonably satisfactory to the Trustee;


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


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


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


In case of any such
consolidation, merger, sale or conveyance and upon the assumption by the
successor Person, by supplemental indenture, executed and delivered to the
Trustee and reasonably satisfactory in form to the Trustee, of the Guarantee
endorsed upon the Notes and the due and punctual performance of all of the
covenants and conditions of the Indenture to be performed by a Guarantor, such
successor Person shall succeed to and be substituted for a Guarantor with the
same effect as if it had been named herein as a Guarantor.  Such successor Person thereupon may cause to
be signed any or all of the Guarantees to be endorsed upon all of the Notes
issuable hereunder which theretofore shall not have been signed by the Company
and delivered to the Trustee.  All the
Guarantees so issued shall in all respects have the same legal rank and benefit
under the Indenture as the Guarantees theretofore and thereafter issued in accordance
with the terms of the Indenture as though all of such Guarantees had been
issued at the date of the execution hereof.


5.     Releases.


(a)           A Subsidiary
Guarantor will be deemed automatically and unconditionally released and
discharged from all of its obligations under its Guarantee without any further
action on the part of the Trustee or any Holder of the Notes upon a sale or
other disposition to a Person not an Affiliate of the Company of all of the
Capital Stock of, or all or substantially all of the assets of, such Subsidiary
Guarantor, by way of merger, consolidation or otherwise, which











transaction is
carried out in accordance with Section 4.10 hereof; provided that any such termination shall occur (x) only to
the extent that all obligations of such Subsidiary Guarantor under all of its
guarantees of, and under all of its pledges of assets or other security
interests which secure any Indebtedness of the Company shall also terminate
upon such sale, disposition or release and (y) only if the Trustee is furnished
with written notice of such release together with an Officers’ Certificate from
such Subsidiary Guarantor to the effect that all of the conditions to release
in this Section 5 have been satisfied.


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


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


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


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


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


10.   Trustee.  The Trustee shall not be responsible in any
manner whatsoever for or in respect of the validity or sufficiency of this
Supplemental Indenture or for or in respect of the recitals contained herein,
all of which recitals are made solely by the Guaranteeing Subsidiary and the
Company.











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


Dated:                             ,          


	
  

  	
  [Guaranteeing Subsidiary] 

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  INSIGHT HEALTH SERVICES HOLDINGS

  
	
   

  	
  CORP.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  INSIGHT HEALTH SERVICES CORP.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WILKES-BARRE IMAGING, L.L.C.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  InSight Health Corp., as the sole member

  
	
   

  	
   

  	
  and sole manager

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MRI ASSOCIATES, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  InSight Health Corp.,
  as the general partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
							












 


	
  

  	
  VALENCIA MRI, LLC

  
	
   

  	
  ORANGE COUNTY REGIONAL PET CENTER -

  
	
   

  	
  IRVINE, LLC

  
	
   

  	
  SAN FERNANDO VALLEY REGIONAL PET

  
	
   

  	
  CENTER, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  InSight Health Corp., as the sole member

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PARKWAY IMAGING CENTER, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
					












 


 


	
  

  	
  INSIGHT HEALTH CORP.

  
	
   

  	
  OPEN MRI, INC.

  
	
   

  	
  MAXUM HEALTH CORP.

  
	
   

  	
  RADIOSURGERY CENTERS, INC.

  
	
   

  	
  DIAGNOSTIC SOLUTIONS CORP.

  
	
   

  	
  MAXUM HEALTH SERVICES OF NORTH

  
	
   

  	
  TEXAS, INC.

  
	
   

  	
  MAXUM HEALTH SERVICES OF DALLAS,

  
	
   

  	
  INC.

  
	
   

  	
  NDDC, INC.

  
	
   

  	
  SIGNAL MEDICAL SERVICES, INC.

  
	
   

  	
  INSIGHT IMAGING SERVICES CORP.

  
	
   

  	
  COMPREHENSIVE MEDICAL IMAGING, INC.

  
	
   

  	
  COMPREHENSIVE MEDICAL IMAGING

  
	
   

  	
  CENTERS, INC.

  
	
   

  	
  COMPREHENSIVE MEDICAL IMAGING-

  
	
   

  	
  BILTMORE, INC.

  
	
   

  	
  COMPREHENSIVE OPEN MRI-EAST MESA, 

  
	
   

  	
  INC.

  
	
   

  	
  TME ARIZONA, INC.

  
	
   

  	
  COMPREHENSIVE MEDICAL IMAGING-

  
	
   

  	
  FREMONT, INC.

  
	
   

  	
  COMPREHENSIVE MEDICAL IMAGING-SAN

  
	
   

  	
  FRANCISCO, INC.

  
	
   

  	
  COMPREHENSIVE OPEN MRI-GARLAND,

  
	
   

  	
  INC.

  
	
   

  	
  IMI OF ARLINGTON, INC.

  
	
   

  	
  COMPREHENSIVE MEDICAL IMAGING-

  
	
   

  	
  FAIRFAX, INC.

  
	
   

  	
  IMI OF KANSAS CITY, INC.

  
	
   

  	
  COMPREHENSIVE MEDICAL IMAGING-

  
	
   

  	
  BAKERSFIELD, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 











 


 


	
  

  	
  MAXUM HEALTH SERVICES
  CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  COMPREHENSIVE OPEN MRI-

  
	
   

  	
  CARMICHAEL/FOLSOM, LLC

  
	
   

  	
  SYNCOR DIAGNOSTICS SACRAMENTO, LLC

  
	
   

  	
  SYNCOR DIAGNOSTICS BAKERSFIELD, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Comprehensive Medical Imaging, Inc. and

  Comprehensive Medical Imaging Centers,

  Inc., as the members

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
					



 











 


 


	
  

  	
  PHOENIX REGIONAL PET
  CENTER-

  THUNDERBIRD, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Comprehensive Medical Imaging Centers,

  Inc., as the sole member

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MESA MRI

  
	
   

  	
  MOUNTAIN VIEW MRI

  
	
   

  	
  LOS GATOS IMAGING CENTER

  
	
   

  	
  WOODBRIDGE MRI

  
	
   

  	
  JEFFERSON MRI-BALA

  
	
   

  	
  JEFFERSON MRI

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Comprehensive Medical Imaging, Inc. and

  Comprehensive Medical Imaging Centers,

  Inc., as the members

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
					



 











 


	
  

  	
  U.S. Bank National Association, as Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title: