<PAGE>
                                                                     EXHIBIT 4.7

                                                                  EXECUTION COPY

                          PERKINELMER, INC., AS ISSUER,

                        APPLIED SURFACE TECHNOLOGY, INC.
                                CCS PACKARD, INC.
                          CARL CONSUMABLE PRODUCTS, LLC
                            LUMEN TECHNOLOGIES, INC.
                             NEN LIFE SCIENCES, INC.
                           PACKARD BIOSCIENCE COMPANY
                        PACKARD INSTRUMENT COMPANY, INC.
                           PERKINELMER INSTRUMENTS LLC
                           PERKINELMER LABWORKS, INC.
                         PERKINELMER LIFE SCIENCES, INC.
                      PERKINELMER OPTOELECTRONICS NC, INC.
                      PERKINELMER OPTOELECTRONICS SC, INC.
                           PERKINELMER HOLDINGS, INC.
                      PERKINELMER AUTOMOTIVE RESEARCH, INC.
                                 AS GUARANTORS,

                                      AND

                STATE STREET BANK AND TRUST COMPANY, AS TRUSTEE

                                    INDENTURE

                          DATED AS OF DECEMBER 26, 2002

                                  $300,000,000

                    8 7/8% SENIOR SUBORDINATED NOTES DUE 2013
<PAGE>
           Reconciliation and tie between Trust Indenture Act of 1939.
            as amended, and Indenture, dated as of December 26, 2002

<TABLE>
<CAPTION>
   Trust Indenture                                                                Indenture
   Act Section                                                                     Section
   -----------                                                                    ---------
<S>                                                                              <C>
Section 310  (a)(l) .........................................................    609
             (a)(2) .........................................................    609
             (b) ............................................................    608, 610
Section 311  (a) ............................................................    613
             (c) ............................................................    Not Applicable
Section 312  (a) ............................................................    701
             (b) ............................................................    702
             (c) ............................................................    702
Section 313  (a) ............................................................    703
Section 314  (a) ............................................................    704
             (a)(4) .........................................................    1019
             (b) ............................................................    Not Applicable
             (c)(l) .........................................................    103, 104, 404, 1201
             (c)(2) .........................................................    103, 104, 404, 1201
             (d) ............................................................    Not Applicable
             (e) ............................................................    103
Section 315  (a) ............................................................    601(b)
             (b) ............................................................    602
             (c) ............................................................    601(a)
             (d) ............................................................    601(c), 603
             (e) ............................................................    514
Section 316  (a)(last sentence) .............................................    101 ("Outstanding")
             (a)(l)(A) ......................................................    502, 512
             (a)(l)(B) ......................................................    513
             (a)(2) .........................................................    Not Applicable
             (b) ............................................................    508
             (c) ............................................................    105
Section 317  (a)(l) .........................................................    503
             (a)(2) .........................................................    504
             (b) ............................................................    1003
Section 318  (a) ............................................................    108
</TABLE>

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

                                       - 1 -
<PAGE>
                                        TABLE OF CONTENTS

<TABLE>
<CAPTION>
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                                                                                             ----
<S>                                                                                          <C>
                                   ARTICLE ONE

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 101.  Definitions..................................................................    2
     "Acquired Indebtedness"...............................................................    2
     "Additional Securities"...............................................................    2
     "Affiliate"...........................................................................    3
     "Applicable Procedures"...............................................................    3
     "Asset Sale"..........................................................................    3
     "Asset Swap"..........................................................................    4
     "Attributable Debt"...................................................................    4
     "Average Life to Stated Maturity".....................................................    4
     "Bankruptcy Law"......................................................................    4
     "Board of Directors"..................................................................    4
     "Board Resolution"....................................................................    4
     "Book-Entry Security".................................................................    4
     "Business Day"........................................................................    5
     "Capital Lease Obligation"............................................................    5
     "Capital Stock".......................................................................    5
     "Cash Equivalents"....................................................................    5
     "Change of Control"...................................................................    5
     "Clearstream".........................................................................    6
     "Commission"..........................................................................    6
     "Commodity Price Protection Agreement" ...............................................    6
     "Common Stock"........................................................................    7
     "Company".............................................................................    7
     "Company Request" or "Company Order"..................................................    7
     "Consolidated Fixed Charge Coverage Ratio" ...........................................    7
     "Consolidated Income Tax Expense" ....................................................    8
     "Consolidated Interest Expense" ......................................................    8
     "Consolidated Net Income (Loss)" .....................................................    9
     "Consolidated Net Tangible Assets" ...................................................   10
     "Consolidated Non-cash Charges" ......................................................   10
     "Consolidation".......................................................................   10
     "Corporate Trust Office"..............................................................   10
     "Credit Agreement"....................................................................   10
     "Credit Facility".....................................................................   10
     "Currency Hedging Agreements" ........................................................   11
     "Default".............................................................................   11
     "Depositary"..........................................................................   11
     "Designated Non-cash Consideration" ..................................................   11
     "Designated Senior Indebtedness"......................................................   11
     "Disinterested Director"..............................................................   11
</TABLE>

                                      - i -
<PAGE>
<TABLE>
<CAPTION>
                                                                                             PAGE
                                                                                             ----
<S>                                                                                          <C>
     "Euroclear"...........................................................................    11
     "Event of Default"....................................................................    11
     "Exchange Act"........................................................................    11
     "Exchange Offer"......................................................................    12
     "Exchange Offer Registration Statement" ..............................................    12
     "Fair Market Value" ..................................................................    12
     "Fall Away Event" ....................................................................    12
     "Foreign Subsidiary" .................................................................    12
     "Generally Accepted Accounting Principles" or "GAAP"..................................    12
     "Global Securities"...................................................................    12
     "Guarantee"...........................................................................    12
     "Guaranteed Debt".....................................................................    12
     "Guarantor"...........................................................................    13
     "Holder"..............................................................................    13
     "Indebtedness"........................................................................    13
     "Indenture"...........................................................................    14
     "Indenture Obligations" ..............................................................    14
     "Initial Securities"..................................................................    14
     "Initial Purchasers"..................................................................    15
     "Interest Payment Date" ..............................................................    15
     "Interest Rate Agreements" ...........................................................    15
     "Investment"..........................................................................    15
     "Investment Grade Status".............................................................    15
     "Issue Date"..........................................................................    15
     "Lien"................................................................................    15
     "Maturity"............................................................................    15
     "Moody's".............................................................................    16
     "Net Cash Proceeds"...................................................................    16
     "Non-U.S. Person" ....................................................................    16
     "Officers' Certificate"...............................................................    16
     "Opinion of Counsel" .................................................................    17
     "Opinion of Independent Counsel"......................................................    17
     "Outstanding".........................................................................    17
     "Pari Passu Indebtedness".............................................................    18
     "Paying Agent"........................................................................    18
     "Permitted Business" .................................................................    18
     "Permitted Investment "...............................................................    18
     "Permitted Junior Securities".........................................................    19
     "Permitted Lien"......................................................................    19
     "Person"..............................................................................    20
     "Predecessor Security"................................................................    20
     "Preferred Stock".....................................................................    20
     "Prospectus"..........................................................................    20
     "Public Equity Offering" .............................................................    20
     "Purchase Money Obligation" ..........................................................    20
     "Qualified Capital Stock" ............................................................    21
     "Qualified Securitization Transaction"................................................    21
     "Rating Agencies" ....................................................................    21
</TABLE>

                                      - ii -
<PAGE>
<TABLE>
<CAPTION>
                                                                                             PAGE
                                                                                             ----
<S>                                                                                          <C>
     "Receivables and Related Assets" .....................................................    21
     "Redeemable Capital Stock"............................................................    21
     "Redemption Date".....................................................................    22
     "Redemption Price"....................................................................    22
     "Registration Rights Agreement" ......................................................    22
     "Registration Statement"..............................................................    22
     "Regular Record Date".................................................................    22
     "Regulation S"........................................................................    22
     "Regulation S Global Securities"......................................................    22
     "Responsible Officer".................................................................    22
     "Restricted Subsidiary"...............................................................    22
     "Rule 144A"...........................................................................    23
     "Rule 144A Global Securities".........................................................    23
     "S&P".................................................................................    23
     "Sale Leaseback Transaction"..........................................................    23
     "Securities"..........................................................................    23
     "Securities Act"......................................................................    23
     "Securitization Entity"...............................................................    23
     "Senior Guarantor Indebtedness" ......................................................    24
     "Senior Indebtedness".................................................................    25
     "Senior Representative":..............................................................    26
     "Series B Global Securities"..........................................................    26
     "Shelf Registration Statement"........................................................    26
     "Significant Subsidiary"..............................................................    26
     "6.8% Notes"..........................................................................    26
     "Special Record Date".................................................................    26
     "Standard Securitization Undertakings" ...............................................    26
     "Stated Maturity".....................................................................    26
     "Subordinated Indebtedness"...........................................................    26
     "Subsidiary"..........................................................................    26
     "Successor Security"..................................................................    27
     "Temporary Cash Investments"..........................................................    27
     "Tender Offers".......................................................................    27
     "Trust Indenture Act".................................................................    27
     "Trustee".............................................................................    27
     "Unrestricted Subsidiary".............................................................    27
     "Unrestricted Subsidiary Indebtedness" ...............................................    28
     "Voting Stock"........................................................................    28
     "Wholly Owned Restricted Subsidiary" .................................................    28
     "Zero Coupon Convertible Debentures"..................................................    28
Section 102.  Other Definitions............................................................    28
Section 103.  Compliance Certificates and Opinions.........................................    29
Section 104.  Form of Documents Delivered to Trustee.......................................    30
Section 105.  Acts of Holders..............................................................    31
Section 106.  Notices, etc., to the Trustee, the Company and any Guarantor.................    32
Section 107.  Notice to Holders; Waiver....................................................    33
Section 108.  Conflict with Trust Indenture Act ...........................................    33
Section 109.  Effect of Headings and Table of Contents.....................................    33
</TABLE>

                                      - iii -
<PAGE>
<TABLE>
<CAPTION>
                                                                                             PAGE
                                                                                             ----
<S>                                                                                          <C>
Section 110.  Successors and Assigns.......................................................    33
Section 111.  Separability Clause..........................................................    34
Section 112.  Benefits of Indenture........................................................    34
Section 113.  GOVERNING LAW ...............................................................    34
Section 114.  Legal Holidays...............................................................    34
Section 115.  Independence of Covenants....................................................    34
Section 116.  Schedules and Exhibits.......................................................    34
Section 117.  Counterparts.................................................................    35
Section 118.  No Personal Liability of Directors, Officers, Employees or Stockholders......    35

                                   ARTICLE TWO

                                 SECURITY FORMS

Section 201.  Forms Generally..............................................................    35
Section 202.  Form of Face of Security.....................................................    36
Section 203.  Form of Reverse of Securities................................................    52
Section 204.  Form of Guarantee............................................................    59

                                  ARTICLE THREE

                                 THE SECURITIES

Section 301.  Title and Terms..............................................................    60
Section 302.  Denominations................................................................    61
Section 303.  Execution, Authentication, Delivery and Dating...............................    61
Section 304.  Temporary Securities.........................................................    62
Section 305.  Registration, Registration of Transfer and Exchange..........................    63
Section 306.  Book Entry Provisions for Global Securities..................................    64
Section 307.  Special Transfer and Exchange Provisions.....................................    66
Section 308.  Mutilated, Destroyed. Lost and Stolen Securities.............................    69
Section 309.  Payment of Interest; Interest Rights Preserved...............................    69
Section 310.  CUSP Numbers.................................................................    71
Section 311.  Persons Deemed Owners........................................................    71
Section 312.  Cancellation.................................................................    71
Section 313.  Computation of Interest......................................................    71

                                  ARTICLE FOUR

                       DEFEASANCE AND COVENANT DEFEASANCE

Section 401.  Company's Option to Effect Defeasance or Covenant Defeasance.................    72
Section 402.  Defeasance and Discharge.....................................................    72
Section 403.  Covenant Defeasance..........................................................    72
Section 404.  Conditions to Defeasance or Covenant Defeasance..............................    73
Section 405.  Deposited Money and U.S. Government Obligations to Be Held in Trust;
              Other Miscellaneous Provisions...............................................    75
Section 406.  Reinstatement................................................................    75
</TABLE>

                                      - iv -
<PAGE>
<TABLE>
<CAPTION>
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<S>                                                                                          <C>
                                  ARTICLE FIVE

                                    REMEDIES

Section 501.  Events of Default............................................................    76
Section 502.  Acceleration of Maturity; Rescission and Annulment...........................    78
Section 503.  Suits for Enforcement by Trustee.............................................    79
Section 504.  Trustee May File Proofs of Claim.............................................    79
Section 505.  Trustee May Enforce Claims without Possession of Securities..................    80
Section 506.  Application of Money Collected...............................................    80
Section 507.  Limitation on Suits..........................................................    81
Section 508.  Unconditional Right of Holders to Receive Principal, Premium and Interest....    82
Section 509.  Restoration of Rights and Remedies...........................................    82
Section 510.  Rights and Remedies Cumulative...............................................    82
Section 511.  Delay or Omission Not Waiver.................................................    82
Section 512.  Control by Holders...........................................................    82
Section 513.  Waiver of Past Defaults......................................................    83
Section 514.  Undertaking for Costs........................................................    83
Section 515.  Waiver of Stay, Extension or Usury Laws......................................    84
Section 516.  Remedies Subject to Applicable Law...........................................    84

                                   ARTICLE SIX

                                   THE TRUSTEE

Section 601.  Duties of Trustee............................................................    84
Section 602.  Notice of Defaults...........................................................    85
Section 603.  Certain Rights of Trustee....................................................    86
Section 604.  Trustee Not Responsible for Recitals, Dispositions of Securities or
              Application of Proceeds Thereof .............................................    87
Section 605.  Trustee and Agents May Hold Securities; Collections; etc.....................    87
Section 606.  Money Held in Trust..........................................................    87
Section 607.  Compensation and Indemnification of Trustee and Its Prior Claim..............    88
Section 608.  Conflicting Interests........................................................    89
Section 609.  Trustee Eligibility..........................................................    89
Section 610.  Resignation and Removal; Appointment of Successor Trustee....................    89
Section 611.  Acceptance of Appointment by Successor.......................................    90
Section 612.  Merger, Conversion, Consolidation or Succession to Business..................    91
Section 613.  Preferential Collection of Claims Against Company............................    91

                                  ARTICLE SEVEN

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

Section 701.  Company to Furnish Trustee Names and Addresses of Holders....................    92
Section 702.  Disclosure of Names and Addresses of Holders.................................    92
Section 703.  Reports by Trustee...........................................................    92
Section 704.  Reports by Company and Guarantors............................................    93
</TABLE>

                                      - v -
<PAGE>
<TABLE>
<CAPTION>
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                                                                                             ----
<S>                                                                                          <C>
                                  ARTICLE EIGHT

                      CONSOLIDATION, MERGER, SALE OF ASSETS

Section 801.  Company and Guarantors May Consolidate, etc., Only on Certain Terms..........    94
Section 802.  Successor Substituted........................................................    96

                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES

Section 901.  Supplemental Indentures and Agreements without Consent of Holders............    96
Section 902.  Supplemental Indentures and Agreements with Consent of Holders...............    97
Section 903.  Execution of Supplemental Indentures and Agreements..........................    99
Section 904.  Effect of Supplemental Indentures............................................    99
Section 905.  Conformity with Trust Indenture Act .........................................    99
Section 906.  Reference in Securities to Supplemental Indentures...........................    99
Section 907.  Notice of Supplemental Indentures............................................    99
Section 908.  Revocation and Effects of Consents...........................................   100

                                   ARTICLE TEN

                                    COVENANTS

Section 1001. Payment of Principal, Premium and Interest...................................   100
Section 1002. Maintenance of Office or Agency..............................................   100
Section 1003. Money for Security Payments to Be Held in Trust..............................   101
Section 1004. Corporate Existence.   ......................................................   102
Section 1005. Payment of Taxes and Other Claims............................................   102
Section 1006. Maintenance of Properties....................................................   102
Section 1007. Maintenance of Insurance.....................................................   103
Section 1008. Limitation on Indebtedness...................................................   103
Section 1009. Limitation on Restricted Payments............................................   108
Section 1010. Limitation on Transactions with Affiliates...................................   112
Section 1011. Limitation on Liens..........................................................   113
Section 1012. Limitation on Sale of Assets.................................................   116
Section 1013. Limitation on Issuances of Guarantees of and Pledges for Indebtedness........   119
Section 1014. Limitation on Senior Subordinated Indebtedness...............................   120
Section 1015. Purchase of Securities upon a Change of Control..............................   121
Section 1016. Limitation on Subsidiary Preferred Stock.....................................   124
Section 1017. Limitation on Dividend and Other Payment Restrictions Affecting
              Subsidiaries.................................................................   124
Section 1018. Limitation on Unrestricted Subsidiaries......................................   125
Section 1019. Provision of Financial Statements............................................   127
Section 1020. Limitation on Sale Leaseback Transactions....................................   128
Section 1021. Statement by Officers as to Default..........................................   128
Section 1022. Waiver of Certain Covenants..................................................   129
Section 1023. Fall Away Event..............................................................   129
</TABLE>

                                      - vi -
<PAGE>
<TABLE>
<CAPTION>
                                                                                             PAGE
                                                                                             ----
<S>                                                                                          <C>
                                 ARTICLE ELEVEN

                            REDEMPTION OF SECURITIES

Section 1101. Rights of Redemption.........................................................   129
Section 1102. Applicability of Article.....................................................   130
Section 1103. Election to Redeem; Notice to Trustee........................................   130
Section 1104. Selection by Trustee of Securities to Be Redeemed............................   130
Section 1105. Notice of Redemption.........................................................   130
Section 1106. Deposit of Redemption Price..................................................   131
Section 1107. Securities Payable on Redemption Date........................................   132
Section 1108. Securities Redeemed or Purchased in Part ....................................   132

                                 ARTICLE TWELVE

                           SATISFACTION AND DISCHARGE

Section 1201. Satisfaction and Discharge of Indenture......................................   132
Section 1202. Application of Trust Money...................................................   133

                                ARTICLE THIRTEEN

                           SUBORDINATION OF SECURITIES

Section 1301. Securities Subordinate to Senior Indebtedness................................   134
Section 1302. Payment Over of Proceeds Upon Dissolution, etc...............................   134
Section 1303. Suspension of Payment When Designated Senior Indebtedness in Default.........   135
Section 1304. Payment Permitted if No Default .............................................   137
Section 1305. Subrogation to Rights of Holders of Senior Indebtedness......................   137
Section 1306. Provisions Solely to Define Relative Rights..................................   137
Section 1307. Trustee to Effectuate Subordination..........................................   138
Section 1308. No Waiver of Subordination Provisions........................................   138
Section 1309. Notice to Trustee............................................................   138
Section 1310. Reliance on Judicial Orders or Certificates..................................   139
Section 1311. Rights of Trustee as a Holder of Senior Indebtedness; Preservation of
              Trustee's Rights.............................................................   140
Section 1312. Article Applicable to Paying Agents..........................................   140
Section 1313. No Suspension of Remedies....................................................   140
Section 1314. Trustee's Relation to Senior Indebtedness....................................   140

                                ARTICLE FOURTEEN

                                   GUARANTEES

Section 1401. Guarantors' Guarantee........................................................   140
Section 1402. Continuing, Guarantee; No Right of Set-Off; Independent Obligation...........   141
Section 1403. Guarantee Absolute...........................................................   142
Section 1404. Right, to Demand Full Performance............................................   144
Section 1405. Waivers......................................................................   144
</TABLE>

                                      - vii -
<PAGE>
<TABLE>
<CAPTION>
                                                                                             PAGE
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<S>                                                                                          <C>
Section 1406. The Guarantors Remain Obligated in Event the Company Is No Longer
              Obligated to Discharge Indenture Obligations.................................   145
Section 1407. Fraudulent Conveyance; Contribution; Subrogation.............................   145
Section 1408. Guarantee Is in Addition to Other Security...................................   146
Section 1409. Release of Security Interests................................................   146
Section 1410. No Bar to Further Actions....................................................   146
Section 1411. Failure to Exercise Rights Shall Not Operate as a Waiver; No Suspension of
              Remedies.....................................................................   146
Section 1412. Trustee's Duties; Notice to Trustee..........................................   147
Section 1413. Successors and Assigns.......................................................   147
Section 1414. Release of Guarantee.........................................................   147
Section 1415. Execution of Guarantee.......................................................   148
Section 1416. Guarantee Subordinate to Senior Guarantor Indebtedness.......................   148
Section 1417. Payment Over of Proceeds Upon Dissolution of the Guarantor, etc..............   148
Section 1418. Default on Senior Guarantor Indebtedness.....................................   150
Section 1419. Payment Permitted by Each of the Guarantors if No Default....................   150
Section 1420. Subrogation to Rights of Holders of Senior Guarantor Indebtedness............   150
Section 1421. Provisions Solely to Define Relative Rights..................................   151
Section 1422. Trustee to Effectuate Subordination..........................................   151
Section 1423. No Waiver of Subordination Provisions........................................   151
Section 1424. Notice to Trustee by Each of the Guarantors..................................   152
Section 1425. Reliance on Judicial Orders or Certificates..................................   153
Section 1426. Rights of Trustee as a Holder of Senior Guarantor Indebtedness; Preservation
              of Trustee's Rights..........................................................   153
Section 1427. Article Applicable to Paying Agents .........................................   153
Section 1428. No Suspension of Remedies....................................................   153
Section 1429. Trustee's Relation to Senior Guarantor Indebtedness..........................   154
</TABLE>

TESTIMONIUM

SIGNATURES AND SEALS

ACKNOWLEDGMENTS

ANNEX A       Form of Intercompany Note

EXHIBIT A     Regulation S Certificate

EXHIBIT B     Restricted Securities Certificate

EXHIBIT C     Unrestricted Security Certificate

                                      - viii -
<PAGE>
                  INDENTURE, dated as of December 26, 2002, among PerkinElmer,
Inc., a Massachusetts corporation (the "Company"), and Applied Surface
Technology, Inc., a California corporation, CCS Packard, Inc., a California
corporation, Carl Consumable Products, LLC, a Delaware limited liability
company, Lumen Technologies, Inc., a Delaware corporation, NEN Life Sciences,
Inc., a Delaware corporation, Packard Bioscience Company, a Delaware
corporation, Packard Instrument Company, Inc., a Delaware corporation,
PerkinElmer Instruments LLC, a Delaware limited liability company, PerkinElmer
Labworks, Inc., a Delaware corporation, PerkinElmer Life Sciences, Inc., a
Delaware corporation, PerkinElmer Optoelectronics NC, Inc., a Delaware
corporation, PerkinElmer Optoelectronics SC, Inc., a Delaware corporation,
PerkinElmer Holdings, Inc., a Massachusetts corporation and PerkinElmer
Automotive Research, Inc. a Texas corporation, as Guarantors, and State Street
Bank and Trust Company, a trust company organized under the laws of The
Commonwealth of Massachusetts, as trustee (the "Trustee").

                   RECITALS OF THE COMPANY AND THE GUARANTORS

                  The Company has duly authorized the creation of an issue of 8
7/8% Senior Subordinated Notes due 2013, Series A (the "Series A Securities"),
and an issue of 8 7/8% Senior Subordinated Notes due 2013, Series B (the "Series
B Securities" and, together with the Series A Securities, the "Securities"), of
substantially the tenor and amount hereinafter set forth (subject to the ability
of the Company to issue additional Securities hereunder as described herein),
and to provide therefor the Company has duly authorized the execution and
delivery of this Indenture and the Securities;

                  Each Guarantor has duly authorized the issuance of a Guarantee
of the Securities, of substantially the tenor hereinafter set forth, and to
provide therefor, each Guarantor has duly authorized the execution and delivery
of this Indenture and its Guarantee;

                  This Indenture is subject to, and shall be governed by, the
provisions of the Trust Indenture Act that are required to be part of and to
govern indentures qualified under the Trust Indenture Act;

                  All acts and things necessary have been done to make (i) the
Securities, when duly issued and executed by the Company and authenticated and
delivered hereunder, the valid obligations of the Company, (ii) the Guarantees,
when executed by each of the Guarantors and delivered hereunder, the valid
obligation of each of the Guarantors and (iii) this Indenture a valid agreement
of the Company and each of the Guarantors in accordance with the terms of this
Indenture;

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                      - 1 -
<PAGE>
                                   ARTICLE ONE

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

         Section 101.      Definitions.

                  For all purposes of this Indenture, except as otherwise
expressly provided or unless the context otherwise requires:

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

                  (b)      all other terms used herein which are defined in the
Trust Indenture Act, either directly or by reference therein, have the meanings
assigned to them therein;

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

                  (d)      the words "herein", "hereof' and "hereunder" and
other words of similar import refer to this Indenture as a whole and not to any
particular Article, Section or other subdivision;

                  (e)      all references to $, US$, dollars or United States
dollars shall refer to the lawful currency of the United States of America; and

                  (f)      all references herein to particular Sections or
Articles refer to this Indenture unless otherwise so indicated.

                  Certain terms used principally in Article Four are defined in
Article Four.

         "Acquired Indebtedness" means Indebtedness of a Person (1) existing at
the time such Person becomes a Restricted Subsidiary or (2) assumed in
connection with the acquisition of assets from such Person, in each case, other
than Indebtedness incurred in connection with, or in contemplation of, such
Person becoming a Restricted Subsidiary or such acquisition, as the case may be.
Acquired Indebtedness shall be deemed to be incurred on the date of the related
acquisition of assets from any Person or the date the acquired Person becomes a
Restricted Subsidiary, as the case may be.

         "Additional Securities" means further Securities (other than the
Initial Securities) issued under this Indenture in accordance with the terms of
this Indenture, as part of the same series as the Initial Securities and ranking
equally with the Initial Securities in all respects (or in all respects other
than the payment of interest accruing prior to the issue date of such Additional
Securities or except for the first payment of interest following the issue date
of such Additional Securities), subject to compliance with Section 1008 herein.
The Initial Securities and any Additional Securities subsequently issued under
this Indenture shall be treated as a single class for all purposes under this
Indenture, including, without limitation, waivers, amendments, redemptions, and
offers to purchase.

                                       - -
<PAGE>
         "Affiliate" means, with respect to any specified Person: (1) any other
Person directly or indirectly controlling or controlled by or under direct or
indirect common control with such specified Person; (2) any other Person that
owns, directly or indirectly, 5% or more of any class or series of such
specified Person's (or any of such Person's direct or indirect parent's) Capital
Stock or any officer or director of any such specified Person or other Person
or, with respect to any natural Person, any Person having a relationship with
such Person by blood, marriage or adoption not more remote than first cousin; or
(3) any other Person 5% or more of the Voting Stock of which is beneficially
owned or held directly or indirectly by such specified 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 ownership of voting securities, by contract or
otherwise; and the terms "controlling" and "controlled" have meanings
correlative to the foregoing.

         "Applicable Procedures" means, with respect to any transfer or
transaction involving a Global Security or beneficial interest therein, the
rules and procedures of the Depositary for such Security, Euroclear and
Clearstream, in each case to the extent applicable to such transaction and as in
effect at the time of such transfer or transaction.

         "Asset Sale" means any sale, issuance, conveyance, transfer, lease or
other disposition (including, without limitation, by way of merger,
consolidation or sale and leaseback transaction) (collectively, a "transfer"),
directly or indirectly, in one or a series of related transactions, of

                  (1)      any Capital Stock of any Restricted Subsidiary;

                  (2)      all or substantially all of the properties and assets
of any division or line of business of the Company or any Restricted Subsidiary;
or

                  (3)      any other properties, assets or rights of the Company
or any Restricted Subsidiary other than in the ordinary course of business.

                  For the purposes of this definition, the term "Asset Sale"
shall not include any transfer of properties and assets:

                  (A)      that is governed by the provisions described under
Article Eight hereof;

                  (B)      that is by the Company to any Restricted Subsidiary,
or by any Restricted Subsidiary to the Company or any Restricted Subsidiary in
accordance with the terms of this Indenture,

                  (C)      that would be within the definition of a "Restricted
Payment" under Section 1009 herein and would be permitted to be made as a
Restricted Payment (and shall be deemed a Restricted Payment) under such
covenant, or that would be a Permitted Investment hereunder,

                  (D)      that is a disposition of Receivables and Related
Assets in a Qualified Securitization Transaction for the Fair Market Value
thereof including cash or Cash Equivalents in an amount at least equal to 65% of
the Fair Market Value thereof,

                                       - -
<PAGE>
                  (E)      that is of obsolete equipment in the ordinary course
of business,

                  (F)      that consist of Cash Equivalents, inventory,
receivables and other current assets in the ordinary course of business, or

                  (G)      the Fair Market Value of which in the aggregate does
not exceed $5 million in any transaction or series of related transactions.

         "Asset Swap" means the exchange by the Company or a Restricted
Subsidiary of a portion of its property, business or assets, in the ordinary
course of business, for property, businesses or assets which, or Capital Stock
of a Person all or substantially all of whose assets, are of a type used in the
business of the Company on the date of this Indenture or in a Permitted
Business, or a combination of any property, business or assets or Capital Stock
of such a Person and cash or Cash Equivalents.

         "Attributable Debt" means, as to any lease under which any Person is at
the time liable, and at any date as of which the amount thereof is to be
determined, the total net amount of rent required to be paid by such Person
under such lease during the remaining term thereof as determined in accordance
with GAAP, discounted from the last date of such term to the date of
determination at a rate per annum equal to the discount rate that would be
applicable to a Capital Lease Obligation with like term in accordance with GAAP.
The net amount of rent required to be paid under any such lease for any such
period will be the aggregate amount of rent payable by the lessee with respect
to such period after excluding amounts required to be paid on account of
insurance, taxes, assessments, utility, operating and labor costs and similar
charges.

         "Average Life to Stated Maturity" means, as of the date of
determination with respect to any Indebtedness, the quotient obtained by
dividing (1) the sum of the products of (a) the number of years from the date of
determination to the date or dates of each successive scheduled principal
payment of such Indebtedness multiplied by (b) the amount of each such principal
payment by (2) the sum of all such principal payments.

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

         "Board of Directors" means the board of directors of the Company or
any Guarantor, as the case may be, or any duly authorized committee of such
board.

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

         "Book-Entry Security" means any Global Securities bearing the legend
specified in Section 202 evidencing all or part of a series of Securities,
authenticated and delivered to the Depositary for such series or its nominee,
and registered in the name of such Depositary or nominee.

                                       - -
<PAGE>
         "Business Day" means each Monday, Tuesday, Wednesday, Thursday and
Friday which is not a day on which banking institutions or trust companies in
The City of New York or the city in which the Corporate Trust Office of the
Trustee is located are authorized or obligated by law, regulation or executive
order to close.

         "Capital Lease Obligation" of any Person means any obligation of such
Person and its Restricted Subsidiaries on a Consolidated basis under any capital
lease of (or other agreement conveying the right to use) real or personal
property which, in accordance with GAAP, is required to be recorded as a
capitalized lease obligation.

         "Capital Stock" of any Person means any and all shares, interests,
participations, rights in or other equivalents (however designated) of such
Person's capital stock, other equity interests whether now outstanding or issued
after the date of this Indenture, partnership interests (whether general or
limited), limited liability company interests, any other interest or
participation that confers on a Person the right to receive a share of the
profits and losses of, or distributions of assets of, the issuing Person,
including any Preferred Stock, and any rights (other than debt securities
convertible into Capital Stock), warrants or options exchangeable for or
convertible into such Capital Stock.

         "Cash Equivalents" means

                  (1)      any evidence of Indebtedness issued or directly and
fully guaranteed or insured by the United States or any agency or
instrumentality thereof,

                  (2)      deposits, certificates of deposit or acceptances of
any financial institution that is a member of the Federal Reserve System (or
organized in any foreign country recognized by the United States) and whose
senior unsecured debt is rated at least "A-1" by S&P or at least "P-1" by
Moody's,

                  (3)      commercial paper with a maturity of 365 days or less
issued by a corporation (other than an Affiliate or Subsidiary of the Company)
organized and existing under the laws of the United States of America, any state
thereof or the District of Columbia (or any foreign country recognized by the
United States) and rated at least "A-1" by S&P and at least "P-1" by Moody's,

                  (4)      repurchase agreements and reverse repurchase
agreements relating to marketable direct obligations issued or unconditionally
guaranteed by the United States or issued by any agency thereof and backed by
the full faith and credit of the United States maturing within 365 days from the
date of acquisition, and

                  (5)      money market funds which invest substantially all of
their assets in securities described in the preceding clauses (1) through (4).

         "Change of Control" means the occurrence of any of the following
events:

                  (1)      any "person" or "group" (as such terms are used in
Sections 13(d) and 14(d) of the Exchange Act) is or becomes the "beneficial
owner" (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that
a Person shall be deemed to have beneficial

                                       - -
<PAGE>
ownership of all shares that such Person has the right to acquire, whether such
right is exercisable immediately or only after the passage of time), directly or
indirectly, of more than 50% of the total outstanding Voting Stock of the
Company;

                  (2)      during any period of two consecutive years,
individuals who at the beginning of such period constituted the Board of
Directors of the Company (together with any new directors whose election to such
board or whose nomination for election by the stockholders of the Company was
approved by a vote of a majority of the directors then still in office who were
either directors at the beginning of such period or whose election or nomination
for election was previously so approved), cease for any reason to constitute a
majority of such Board of Directors then in office;

                  (3)      the Company consolidates with or merges with or into
any Person or sells, assigns, conveys, transfers, leases or otherwise disposes
of all or substantially all of its assets to any Person, or any Person
consolidates with or merges into or with the Company, in any such event pursuant
to a transaction in which the outstanding Voting Stock of the Company is
converted into or exchanged for cash, securities or other property, other than
any such transaction where:

                  (A)      the outstanding Voting Stock of the Company is
         changed into or exchanged for (1) Voting Stock of the surviving
         corporation which is not Redeemable Capital Stock or (2) cash,
         securities and other property (other than Capital Stock of the
         surviving corporation) in an amount which could be paid by the Company
         as a Restricted Payment as described in Section 1009 hereof (and such
         amount shall be treated as a Restricted Payment subject to the
         provisions of Section 1009 hereof) and

                  (B)      immediately after such transaction, no "person" or
         "group" is the beneficial owner (as defined in Rules 13d-3 and 13d-5
         under the Exchange Act, except that a Person shall be deemed to have
         beneficial ownership of all securities that such Person has the right
         to acquire, whether such right is exercisable immediately or only after
         the passage of time), directly or indirectly, of more than 50% of the
         total outstanding Voting Stock of the surviving corporation; or

                  (4)      the Company is liquidated or dissolved or adopts a
plan of liquidation or dissolution other than in a transaction which complies
with the provisions described under Article Eight hereof.

         "Clearstream" means Clearstream Banking (or any successor securities
clearing agency).

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

         "Commodity Price Protection Agreement" means any forward contract,
commodity swap, commodity option or other similar financial agreement or
arrangement relating to, or the value of which is dependent upon, fluctuations
in commodity prices.

                                       - -
<PAGE>
         "Common Stock" means the Company's common stock, $1 par value per
share.

         "Company" means PerkinElmer, Inc., a corporation incorporated under the
laws of Massachusetts, until a successor Person shall have become such pursuant
to the applicable provisions of this Indenture, and thereafter "Company" shall
mean such successor Person. To the extent necessary to comply with the
requirements of the provisions of Sections 310 through 317 of the Trust
Indenture Act as they are applicable to the Company, the term "Company" shall
include any other obligor with respect to the Securities for purposes of
complying with such provisions.

         "Company Request" or "Company Order" means a written request or order
signed in the name of the Company by any one of its Chairman of the Board, its
President, its Chief Executive Officer, its Chief Financial Officer or a Vice
President (regardless of Vice Presidential designation), and by any one of its
Treasurer, an Assistant Treasurer, a Clerk or an Assistant Clerk, its Secretary
or an Assistant Secretary, and delivered to the Trustee.

         "Consolidated Fixed Charge Coverage Ratio" of any Person means, for any
period, the ratio of

                  (a)      the sum of Consolidated Net Income (Loss), and in
each case to the extent deducted in computing Consolidated Net Income (Loss) for
such period, Consolidated Interest Expense, Consolidated Income Tax Expense and
Consolidated Non-cash Charges for such period, of such Person and its Restricted
Subsidiaries on a Consolidated basis, all determined in accordance with GAAP,
less all non-cash items increasing Consolidated Net Income for such period and
less all cash payments during such period relating to non-cash charges that were
added back to Consolidated Net Income in determining the Consolidated Fixed
Charge Coverage Ratio in any prior period to

                  (b)      the sum of (1) Consolidated Interest Expense for such
period and (2) cash and non-cash dividends (other than Qualified Capital Stock)
paid (i) on any Redeemable Capital Stock of such Person and its Restricted
Subsidiaries during such period or (ii) on Preferred Stock of such Person's
Restricted Subsidiaries during such period (other than dividends paid to the
Company or a Wholly Owned Restricted Subsidiary),

in each case after giving pro forma effect (as calculated in accordance with
Article 11 of Regulation S-X under the Securities Act or any successor
provision) to:

                  (1)      the incurrence of the Indebtedness giving rise to the
need to make such calculation 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, on the
first day of such period;

                  (2)      the incurrence, repayment or retirement of any other
Indebtedness by the Company and its Restricted Subsidiaries since the first day
of such period as if such Indebtedness was incurred, repaid or retired at the
beginning of such period (except that, in making such computation, the amount of
Indebtedness under any revolving credit facility shall be computed based upon
the average daily balance of such Indebtedness during such period);

                                       - -
<PAGE>
                  (3)      in the case of Acquired Indebtedness or any
acquisition occurring at the time of the incurrence of such Indebtedness, the
related acquisition, assuming such acquisition had been consummated on the first
day of such period; and

                  (4)      any acquisition or disposition by the Company and its
Restricted Subsidiaries of any company or any business or any assets out of the
ordinary course of business, whether by merger, stock purchase or sale or asset
purchase or sale, or any related repayment of Indebtedness, in each case since
the first day of such period, assuming such acquisition or disposition had been
consummated on the first day of such period;

provided that

                  (1)      in making such computation, the Consolidated Interest
Expense attributable to interest on any Indebtedness computed on a pro forma
basis and (A) bearing a floating interest rate shall be computed as if the rate
in effect on the date of computation had been the applicable rate for the entire
period and (B) which was not outstanding during the period for which the
computation is being made but which bears, at the option of such Person, a fixed
or floating rate of interest, shall be computed by applying at the option of
such Person either the fixed or floating rate and

                  (2)      in making such computation, the Consolidated Interest
Expense of such Person attributable to interest on any Indebtedness under a
revolving credit facility computed on a pro forma basis shall be computed based
upon the average daily balance of such Indebtedness during the applicable
period.

         "Consolidated Income Tax Expense" of any Person means, for any period,
the provision for federal, state, local and foreign income taxes of such Person
and its Consolidated Restricted Subsidiaries for such period as determined in
accordance with GAAP.

         "Consolidated Interest Expense" of any Person means, without
duplication, for any period, the sum of:

                  (a)      the interest expense of such Person and its
Restricted Subsidiaries for such period, on a Consolidated basis, including,
without limitation,

                  (1)      amortization of debt discount,

                  (2)      the net cash costs associated with Interest Rate
Agreements, Currency Hedging Agreements and Commodity Price Protection
Agreements (including amortization of discounts),

                  (3)      the interest portion of any deferred payment
obligation,

                  (4)      all commissions, discounts and other fees and charges
owed with respect to letters of credit and bankers acceptance financing and

                  (5)      accrued interest, plus

                                       - -
<PAGE>
                  (b)      (1) the interest component of the Capital Lease
Obligations paid, accrued and/or scheduled to be paid or accrued by such Person
and its Restricted Subsidiaries during such period and

                  (2)      all capitalized interest of such Person and its
Restricted Subsidiaries plus

                  (c)      the interest expense under any Guaranteed Debt of
such Person and any Restricted Subsidiary to the extent not included under
clause (a) above, whether or not paid by such Person or its Restricted
Subsidiaries.

         "Consolidated Net Income (Loss)" of any Person means, for any period,
the Consolidated net income (or loss) of such Person and its Restricted
Subsidiaries for such period on a Consolidated basis as determined in accordance
with GAAP, adjusted, to the extent included in calculating such net income (or
loss), by excluding, without duplication,

                  (1)      all extraordinary gains or losses net of taxes (less
all fees and expenses relating thereto),

                  (2)      the portion of net income (or loss) of such Person
and its Restricted Subsidiaries on a Consolidated basis allocable to minority
interests in unconsolidated Persons or Unrestricted Subsidiaries to the extent
that cash dividends or distributions have not actually been received by such
Person or one of its Consolidated Restricted Subsidiaries,

                  (3)      net income (or loss) of any Person combined with such
Person or any of its Restricted Subsidiaries on a "pooling of interests" basis
attributable to any period prior to the date of combination, and any non-cash
impact attributable to the application of the purchase method of accounting in
accordance with GAAP,

                  (4)      any gain or loss, net of taxes, realized upon the
termination of any employee pension benefit plan,

                  (5)      gains or losses, net of taxes (less all fees and
expenses relating thereto), in respect of dispositions of assets other than in
the ordinary course of business,

                  (6)      the net income of any Restricted Subsidiary to the
extent that the declaration of dividends or similar distributions by that
Restricted Subsidiary of that income is not at the time permitted, directly or
indirectly, by operation of the terms of its charter or any agreement,
instrument, judgment, decree, order, statute, rule or governmental regulation
applicable to that Restricted Subsidiary or its stockholders,

                  (7)      any restoration to net income of any contingency
reserve, except to the extent provision for such reserve was made out of income
accrued at any time following the date of this Indenture,

                  (8)      any net gain or loss arising from the acquisition of
any securities or extinguishment, under GAAP, of any Indebtedness of such
Person,

                                       - -
<PAGE>
                  (9)      any restructuring charges incurred subsequent to the
date of this Indenture in accordance with GAAP, but only to the extent the
charge is non-cash at the time taken and remains non-cash in all future periods,

                  (10)     up to $25 million of restructuring charges in
connection with the integration of the life sciences and analytical instruments
business units to be recorded on the Company's financial statements for the year
ended December 29, 2002, or

                  (11)     up to $31.5 million of restructuring or non-recurring
costs incurred in the first three quarters of 2002 which have been previously
recorded on the Company's public financial statements.

         "Consolidated Net Tangible Assets" of any Person means, for any period,
the total amount of assets (less applicable reserves and other properly
deductible items) after deducting (1) all current liabilities and (2) all
goodwill, trade names, trademarks, patents, unamortized debt discount and
expense and other intangibles, all as set forth on the Company's most recent
consolidated balance sheet and computed in accordance with GAAP.

         "Consolidated Non-cash Charges" of any Person means, for any period,
the aggregate depreciation, amortization and other non-cash charges of such
Person and its Subsidiaries on a Consolidated basis for such period, as
determined in accordance with GAAP (excluding any non-cash charge which
requires an accrual or reserve for cash charges for any future period).

         "Consolidation" means, with respect to any Person, the consolidation of
the accounts of such Person and each of its subsidiaries if and to the extent
the accounts of such Person and each of its Subsidiaries would normally be
consolidated with those of such Person, all in accordance with GAAP. The term
"Consolidated" shall have a similar meaning.

         "Corporate Trust Office" means the office of the Trustee or an
affiliate or agent thereof at which at any particular time the corporate trust
business for the purposes of this Indenture shall be principally administered,
which office at the date of execution of this Indenture is located at 2 Avenue
de Lafayette, Boston, Massachusetts 02111.

         "Credit Agreement" means the Credit Agreement to be dated on or about
the Issue Date, among the Company, as borrower thereto, the Company's
subsidiaries which are guarantors thereof, certain lenders party thereto, and
certain agents party thereto, as such agreement, in whole or in part, in one or
more instances, may be amended, renewed, extended, substituted, refinanced,
restructured, replaced, supplemented or otherwise modified from time to time
(including, without limitation, any successive renewals, extensions,
substitutions, refinancings, restructurings, replacements, supplementations or
other modifications of the foregoing).

         "Credit Facility" means one or more debt facilities (including, without
limitation, the Credit Agreement), commercial paper facilities or other debt
instruments, indentures or agreements, providing for revolving credit loans,
term loans, receivables financing, letters of credit or other debt obligations,
in each case, as amended, restated, modified, renewed, refunded, restructured,
supplemented, replaced or refinanced in whole or in part from time to time,
including without limitation any amendment increasing the amount of Indebtedness
incurred or available to be borrowed thereunder, extending the maturity of any
Indebtedness incurred

                                       - -
<PAGE>
thereunder or contemplated thereby or deleting, adding or substituting one or
more parties thereto (whether or not such added or substituted parties are banks
or other institutional lenders).

         "Currrency Hedging Agreements" means one or more of the following
agreements which shall be entered into by one or more financial institutions:
foreign exchange contracts, currency swap agreements or other similar agreements
or arrangements designed to protect against the fluctuations in currency values.

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

         "Depositary" means, with respect to the Securities issued in the form
of one or more Book-Entry Securities, The Depository Trust Company ("DTC"), its
nominees and successors, or another Person designated as Depositary by the
Company, which must be a clearing agency registered under the Exchange Act.

         "Designated Non-cash Consideration" means the Fair Market Value of
non-cash consideration received by the Company or any of its Restricted
Subsidiaries in connection with an Asset Sale that is so designated pursuant to
an Officers' Certificate, setting forth the basis for the valuation. The
aggregate Fair Market Value of the Designated Non-cash Consideration held by the
Company and its Restricted Subsidiaries at any given time, taken together with
the Fair Market Value at the time of receipt of all other Designated Non-cash
Consideration received and still held by the Company and its Restricted
Subsidiaries at such time, may not exceed $25 million at the time of the receipt
of the Designated Non-cash Consideration (with the Fair Market Value being
measured at the time received and without giving effect to subsequent changes in
value).

         "Designated Senior Indebtedness" means (1) all Senior Indebtedness
under the Credit Agreement and (2) any other Senior Indebtedness which at the
time of determination has an aggregate principal amount outstanding of at least
$40 million and which is specifically designated in the instrument evidencing
such Senior Indebtedness or the agreement under which such Senior Indebtedness
arises as "Designated Senior Indebtedness" by the Company.

          "Disinterested Director" means, with respect to any transaction or
series of related transactions, a member of the Board of Directors of the
Company who does not have any material direct or indirect financial interest in
or with respect to such transaction or series of related transactions.

         "Euroclear" means the Euroclear Clearance System (or any successor
securities clearing agency).

         "Event of Default" has the meaning specified in Section 501.

         "Exchange Act" means the Securities Exchange Act of 1934, as amended,
or any successor statute, and the rules and regulations promulgated by the
Commission thereunder.

                                       - -
<PAGE>
         "Exchange Offer" means the exchange offer by the Company and the
Guarantors of Series B Securities for Series A Securities to be effected
pursuant to the Registration Rights Agreement.

         "Exchange Offer Registration Statement" means the registration
statement under the Securities Act contemplated by the Registration Rights
Agreement.

         "Fair Market Value" means, with respect to any asset or property, the
sale value that would be obtained in an arm's-length free market transaction
between an informed and willing seller under no compulsion to sell and an
informed and willing buyer under no compulsion to buy. Fair Market Value shall
be determined by the Board of Directors of the Company acting in good faith and
shall be evidenced by a resolution of the Board of Directors.

         "Fall Away Event" means such time as the Securities shall have achieved
Investment Grade Status (pursuant to ratings from each of S&P and Moody's (or
any substituted Rating Agency)) and the Company shall have delivered to the
Trustee an Officers' Certificate certifying that the foregoing condition has
been satisfied.

         "Foreign Subsidiary" means any Restricted Subsidiary of the Company
that (x) is not organized under the laws of the United States of America or any
State thereof or the District of Columbia, or (y) was organized under the laws
of the United States of America or any State thereof or the District of Columbia
that has no material assets other than Capital Stock of one or more foreign
entities of the type described in clause (x) above and is not a guarantor of
Indebtedness under the Credit Agreement.

         "Generally Accepted Accounting Principles" or "GAAP" means generally
accepted accounting principles set forth in the opinions and pronouncements of
the Accounting Principles Board of the American Institute of Certified Public
Accountants and statements and pronouncements of the Financial Accounting
Standards Board or in such other statements by such other entity as have been
approved by a significant segment of the accounting profession, which are in
effect (i) with respect to periodic reporting requirements, from time to time,
and (ii) otherwise (including without limitation for purposes of calculating
financial covenants) on the date of this Indenture.

         "Global Securities" means the Rule 144A Global Securities, the
Regulation S Global Securities and the Series B Global Securities to be issued
as Book-Entry Securities issued to the Depositary in accordance with Section
306.

         "Guarantee" means the guarantee by any Guarantor of the Company's
Indenture Obligations.

         "Guaranteed Debt" of any Person means, without duplication, all
Indebtedness of any other Person referred to in the definition of Indebtedness
below guaranteed directly or indirectly in any manner by such Person, or in
effect guaranteed directly or indirectly by such Person through an agreement

                  (1)      to pay or purchase such Indebtedness or to advance or
supply funds for the payment or purchase of such Indebtedness,

                                       - -
<PAGE>
                  (2)      to purchase, sell or lease (as lessee or lessor)
property, or to purchase or sell services, primarily for the purpose of enabling
the debtor to make payment of such Indebtedness or to assure the holder of such
Indebtedness against loss,

                  (3)      to supply funds to, or in any other manner invest in,
the debtor (including any agreement to pay for property or services without
requiring that such property be received or such services be rendered),

                  (4)      to maintain working capital or equity capital of the
debtor, or otherwise to maintain the net worth, solvency or other financial
condition of the debtor or to cause such debtor to achieve certain levels of
financial performance or

                  (5)      otherwise to assure a creditor against loss;

provided that the term "guarantee" shall not include endorsements for collection
or deposit, in either case in the ordinary course of business.

         "Guarantor" means any Subsidiary which is a guarantor of the
Securities, including any Person that is required after the date of this
Indenture to execute a guarantee of the Securities pursuant to Section 1011 or
Section 1013 herein until a successor replaces such party pursuant to the
applicable provisions of this Indenture and, thereafter, shall mean such
successor.

         "Holder" means a Person in whose name a Security is registered in the
Security Register.

         "Indebtedness" means, with respect to any Person, without duplication,

                  (1)      all indebtedness of such Person for borrowed money
or for the deferred purchase price of property or services, excluding any trade
payables and other accrued current liabilities arising in the ordinary course of
business, but including, without limitation, all obligations, contingent or
Otherwise, of such Person in connection with any letters of credit and letters
of guaranty issued under letter of credit facilities, acceptance facilities or
other similar facilities,

                  (2)      all obligations of such Person evidenced by bonds,
notes, debentures or other similar instruments,

                  (3)      all indebtedness created or arising under any
conditional sale or other title retention agreement with respect to property
acquired by such Person (even if the rights and remedies of the seller or lender
under such agreement in the event of default are limited to repossession or sale
of such property), but excluding trade payables arising in the ordinary course
of business,

                  (4)      all obligations under Interest Rate Agreements,
Currency Hedging Agreements or Commodity Price Protection Agreements of such
Person (the amount of any such obligations to be equal at any time to the
termination value of such agreement or arrangement giving rise to such
obligation that would be payable by such Person at such time),

                  (5)      all Capital Lease Obligations of such Person,

                                       - -
<PAGE>
                  (6)      all Indebtedness referred to in clauses (1) through
(5) above of other Persons and all dividends of other Persons, the payment of
which is secured by (or for which the holder of such Indebtedness has an
existing right, contingent or otherwise, to be secured by) any Lien, upon or
with respect to property (including, without limitation, accounts and contract
rights) owned by such Person, even though such Person has not assumed or become
liable for the payment of such Indebtedness,

                  (7)      all Guaranteed Debt of such Person,

                  (8)      all Redeemable Capital Stock issued by such Person
valued at the greater of its voluntary or involuntary maximum fixed repurchase
price plus accrued and unpaid dividends,

                  (9)      synthetic lease obligations, indebtedness with
respect to accounts receivable securitization transactions, and Attributable
Debt with respect to Sale Leaseback Transactions;

                  (10)     Preferred Stock of any Restricted Subsidiary of the
Company and

                  (11)     any amendment, supplement, modification, deferral,
renewal, extension, refunding or refinancing of any liability of the types
referred to in clauses (1) through (10) above.

                  For purposes hereof, the "maximum fixed repurchase price" of
any Redeemable Capital Stock which does not have a fixed repurchase price shall
be calculated in accordance with the terms of such Redeemable Capital Stock as
if such Redeemable Capital Stock were purchased on any date on which
Indebtedness shall be required to be determined pursuant to this Indenture, and
if such price is based upon, or measured by, the Fair Market Value of such
Redeemable Capital Stock, such Fair Market Value to be determined in good faith
by the board of directors of the issuer of such Redeemable Capital Stock. The
Indebtedness of any Person shall include the Indebtedness of any other entity
(including any partnership in which such person is a general partner) to the
extent such Person is liable therefor as a result of such Person's ownership
interest in or other relationship with such entity, except to the extent the
terms of such Indebtedness provide that such Person is not liable therefor.

         "Indenture" means this instrument as originally executed (including all
exhibits and schedules thereto) and as it may from time to time be supplemented
or amended by one or more indentures supplemental hereto entered into pursuant
to the applicable provisions hereof.

         "Indenture Obligations" means the obligations of the Company and any
other obligor under this Indenture or under the Securities, including any
Guarantor, to pay principal of, premium, if any, and interest when due and
payable, and all other amounts due or to become due under or in connection with
this Indenture, the Securities and the performance of all other obligations to
the Trustee and the holders under this Indenture and the Securities, according
to the respective terms thereof.

         "Initial Securities" means the first $300.0 million aggregate principal
amount of the Securities issued under this Indenture on the date hereof.

                                       - -
<PAGE>
         "Initial Purchasers" means Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Banc of America Securities LLC and SG Cowen Securities Corporation
(or the initial purchasers with respect to Additional Securities issued after
the date hereof).

         "Interest Payment Date" means the Stated Maturity of an installment of
interest on the Securities.

         "Interest Rate Agreements" means one or more of the following
agreements which shall be entered into by one or more financial institutions:
interest rate protection agreements (including, without limitation, interest
rate swaps, caps, floors, collars and similar agreements) and/or other types of
interest rate hedging agreements from time to time.

         "Investment" means, with respect to any Person, directly or indirectly,
any advance, loan (including guarantees), or other extension of credit or
capital contribution to (by means of any transfer of cash or other property to
others or any payment for property or services for the account or use of
others), or any purchase, acquisition or ownership by such Person of any Capital
Stock, bonds, notes, debentures or other securities issued or owned by any other
Person and all other items that would be classified as investments on a balance
sheet prepared in accordance with GAAP. If the Company or any Restricted
Subsidiary of the Company sells or otherwise disposes of any Capital Stock of
any direct or indirect Subsidiary of the Company such that, after giving effect
to any such sale or disposition, such Person is no longer a Subsidiary of the
Company (other than the sale of all of the outstanding Capital Stock of such
Subsidiary), the Company will be deemed to have made an Investment on the date
of such sale or disposition equal to the Fair Market Value of the Company's
Investments in such Subsidiary that were not sold or disposed of in an amount
determined as provided in Section 1009 hereof.

         "Investment Grade Status" means ratings of BBB- or higher by S&P (or
its equivalent rating under any successor rating categories of S&P), and Baa3 or
higher by Moody's (or its equivalent rating under any successor rating
categories of Moody's), and the equivalent rating in respect of the rating
categories of any Rating Agencies substituted for S&P or Moody's.

         "Issue Date" means the original issue date of the Securities under this
Indenture.

         "Lien" means any mortgage or deed of trust, charge, pledge, lien
(statutory or otherwise), privilege, security interest, assignment, deposit,
arrangement, easement, hypothecation, claim, preference, priority or other
encumbrance upon or with respect to any property of any kind (including any
conditional sale, capital lease or other title retention agreement, any leases
in the nature thereof, and any agreement to give any security interest), real or
personal, movable or immovable, now owned or hereafter acquired. A Person will
be deemed to own subject to a Lien any property which it has acquired or holds
subject to the interest of a vendor or lessor under any conditional sale
agreement, Capital Lease Obligation or other title retention agreement.

         "Maturity" means, when used with respect to the Securities, the date on
which the principal of the Securities becomes due and payable as therein
provided or as provided in this Indenture, whether at Stated Maturity, the Offer
Date or the redemption date and whether by declaration of acceleration, Offer in
respect of Excess Proceeds, Change of Control Offer in respect of a Change of
Control, call for redemption or otherwise.

                                       - -
<PAGE>
         "Moody's" means Moody's Investors Service, Inc. and its successors.

         "Net Cash Proceeds" means

                  (a)      with respect to any Asset Sale by any Person, the
proceeds thereof (without duplication in respect of all Asset Sales) 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
of 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

                  (1)      brokerage commissions and other reasonable fees and
         expenses (including fees and expenses of counsel and investment
         bankers) related to such Asset Sale,

                  (2)      provisions for all taxes payable as a result of such
         Asset Sale,

                  (3)      payments made to retire Indebtedness where payment of
         such Indebtedness is secured by the assets or properties the subject of
         such Asset Sale,

                  (4)      amounts required to be paid to any Person (other
         than the Company or any Restricted Subsidiary) owning a beneficial
         interest in the assets subject to the Asset Sale and

                  (5)      appropriate amounts to be provided by the Company or
         any Restricted Subsidiary, as the case may be, as a reserve, in
         accordance with GAAP, against any liabilities associated with such
         Asset Sale and retained by the Company or any Restricted Subsidiary, as
         the case may be, after such Asset Sale, including, without limitation,
         pension and other post- employment benefit liabilities, liabilities
         related to environmental matters and liabilities under any
         indemnification obligations associated with such Asset Sale, all as
         reflected in an Officers' Certificate delivered to the Trustee and

                  (b)      with respect to any issuance or sale of Capital
Stock or options, warrants or rights to purchase Capital Stock, or debt
securities or Capital Stock that have been converted into or exchanged for
Capital Stock as referred to in Section 1009 hereof, the proceeds of such
issuance or sale 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 of 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 attorney's fees, accountant's fees and
brokerage, consultation, underwriting and other fees and expenses actually
incurred in connection with such issuance or sale and net of taxes paid or
payable as a result thereof.

         "Non-U.S. Person" means a Person that is not a "U.S. person" as defined
in Regulation S under the Securities Act.

         "Officers' Certificate" means a certificate signed by the Chairman of
the Board, the President, the Chief Executive Officer, the Chief Financial
Officer or a Vice President (regardless of Vice Presidential designation), and
by the Treasurer, an Assistant Treasurer, a Clerk or an

                                       - -
<PAGE>
Assistant Clerk, the Secretary or an Assistant Secretary, of the Company or any
Guarantor, as the case may be, and in form and substance reasonably satisfactory
to, and delivered to, the Trustee.

         "Opinion of Counsel" means a written opinion of counsel, who may be
counsel for the Company, any Guarantor or the Trustee, unless an Opinion of
Independent Counsel is required pursuant to the terms of this Indenture, and who
shall be reasonably acceptable to the Trustee, and which opinion shall be in
form and substance reasonably satisfactory to the Trustee.

         "Opinion of Independent Counsel" means a written opinion of counsel
which is issued by a Person who is not an employee, director or consultant
(other than non-employee legal counsel) of the Company or any Guarantor and who
shall be reasonably acceptable to the Trustee, and which opinion shall be in
form and substance reasonably satisfactory to the Trustee.

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

                  (a)      Securities theretofore canceled by the Trustee or
delivered to the Trustee for cancellation;

                  (b)      Securities, or portions thereof, for whose payment or
redemption money in the necessary amount has been theretofore deposited with the
Trustee or any Paying Agent (other than the Company or any Affiliate thereof)
in trust or set aside and segregated in trust by the Company or any Affiliate
thereof (if the Company or any Affiliate thereof shall act as its own Paying
Agent) for the Holders of such Securities; provided that if such Securities are
to be redeemed, notice of such redemption has been duly given pursuant to this
Indenture or provision therefor reasonably satisfactory to the Trustee has been
made;

                  (c)      Securities, to the extent provided in Sections 402
and 403, with respect to which the Company has effected defeasance or covenant
defeasance as provided in Article Four; and

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

provided, however, that in determining whether the Holders of the requisite
principal amount of Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, Securities owned
by the Company, any of its Subsidiaries, any Guarantor, or any other obligor
upon the Securities or any Affiliate (solely for this clause, Affiliate shall
mean anyone who is an Affiliate within the meaning of clause (1) of the
definition of "Affiliate" herein) of the Company, any Guarantor or such other
obligor shall be disregarded and deemed not to be Outstanding, except that, in
determining whether the Trustee shall be protected in relying upon any such
request, demand, authorization, direction, notice, consent or waiver, only
Securities which the Trustee knows to be so owned shall be so disregarded.
Securities so owned which have been pledged in good faith may be regarded as
Outstanding if the pledgee establishes to the reasonable satisfaction of the
Trustee the pledgee's right so to act with respect to such

                                       - -
<PAGE>
Securities and that the pledgee is not the Company, any Guarantor or any other
obligor upon the Securities or any Affiliate of the Company, any Guarantor or
such other obligor.

         "Pari Passu Indebtedness" means (a) any Indebtedness of the Company
that is equal in right of payment to the Securities and (b) with respect to any
Guarantee, Indebtedness which ranks equal in right of payment to such Guarantee.

         "Paying Agent" means any Person (including the Company) authorized by
the Company to pay the principal of, premium, if any, or interest on, any
Securities on behalf of the Company.

         "Permitted Business" means the lines of business conducted by the
Company and its Restricted Subsidiaries on the date hereof and business
reasonably related, complimentary or ancillary thereto, including reasonably
related extensions or expansions thereof.

         "Permitted Investment" means

                  (1)      Investments in any Restricted Subsidiary or any
Person which, as a result of such Investment, (a) becomes a Restricted
Subsidiary or (b) is merged or consolidated with or into, or transfers or
conveys substantially all of its assets to, or is liquidated into, the Company
or any Restricted Subsidiary;

                  (2)      Indebtedness of the Company or a Restricted
Subsidiary described under clauses (iv), (v), (vi) and (vii) of the definition
of "Permitted Indebtedness;"

                  (3)      Investments in any of the Securities;

                  (4)      Cash Equivalents;

                  (5)      Investments acquired by the Company or any Restricted
Subsidiary in connection with an Asset Sale permitted under Section 1012 herein
to the extent such Investments are non-cash proceeds as permitted under such
covenant;

                  (6)      Investments by the Company or a Restricted Subsidiary
in a Securitization Entity in connection with a Qualified Securitization
Transaction, which Investment consists of the transfer of Receivables and
Related Assets;

                  (7)      Investments in existence on the date of this
Indenture;

                  (8)      Investments in an aggregate amount outstanding at
any one time of $25 million in any entity which at the time of such Investment
conducts its principal business in the life and analytical sciences business;

                  (9)      loans to employees, customers and suppliers in the
ordinary course of business in the aggregate amount outstanding at any one time
of $2.5 million;

                  (10)     Investments acquired in exchange for the issuance of
Capital Stock (other than Redeemable Capital Stock of the Company or a
Restricted Subsidiary or Preferred Stock of a Restricted Subsidiary) or acquired
with the net cash proceeds received by the Company after

                                       - -
<PAGE>
the date of this Indenture from the issuance and sale of Capital Stock (other
than Redeemable Stock of the Company or a Restricted Subsidiary or Preferred
Stock of a Restricted Subsidiary); provided that such Net Cash Proceeds are used
to make such Investment within 10 days of the receipt thereof and the amount of
all such Net Cash Proceeds will be excluded from clause (3)(B) of the first
paragraph of the covenant described under Section 1009(a) hereof;

                  (11)     any Investments received in good faith in settlement
or compromise of obligations of trade creditors or customers that were incurred
in the ordinary course of business, including pursuant to any plan of
reorganization or similar arrangement upon the bankruptcy or insolvency of any
trade creditor or customer;

                  (12)     Investments in prepaid expenses, negotiable
instruments held for collection and lease, utility and worker's compensation,
performance and other similar deposits provided to third parties in the ordinary
course of business; and

                  (13)     other Investments in the aggregate amount outstanding
at any one time of up to $20 million.

In connection with any assets or property contributed or transferred to any
Person as an Investment, such property and assets shall be equal to the Fair
Market Value (as determined by the Company's Board of Directors) at the time of
Investment.

         "Permitted Junior Securities" means (a) equity securities of the
Company; or (b) subordinated securities of the Company that are subordinated
in right of payment to all Senior Indebtedness that may at the time be
outstanding to at least the same extent as the Securities are so subordinated to
Senior Indebtedness under this Indenture.

         "Permitted Lien" means

                  (1)      Liens with respect to the payment of taxes,
assessments or governmental charges in all cases which are not yet due or which
are being contested in good faith by appropriate proceedings and with respect to
which adequate reserves or other appropriate provisions are being maintained to
the extent required by GAAP;

                  (2)      Liens of landlords arising by statute and Liens of
suppliers, mechanics, carriers, materialmen, warehousemen or workrnen and other
Liens imposed by law created in the ordinary course of business for amounts not
yet due or which are being contested in good faith by appropriate proceedings
and with respect to which adequate reserves or other appropriate provisions are
being maintained to the extent required by GAAP;

                  (3)      deposits made in the ordinary course of business in
connection with worker's compensation, unemployment insurance or other types of
social security benefits or to secure the performance of bids, tenders, sales,
contracts (other than for the repayment of borrowed money) and surety, appeal,
customs or performance bonds (or letters of credit or comparable instruments
securing the Company's or a Restricted Subsidiary's performance otherwise
permitted under this Indenture);

                                       - -
<PAGE>
                  (4)      encumbrances arising by reason of zoning
restrictions, easements, licenses, reservations, covenants, rights-of-way,
utility easements, building restrictions and other similar encumbrances on the
use of real property that do not materially detract from the value of such real
property or interfere with the ordinary conduct of the business conducted and
proposed to be conducted at such real property;

                  (5)      encumbrances arising under leases or subleases of
real property that do not in the aggregate materially detract from the value of
such real property or interfere with the ordinary conduct of the business
conducted and proposed to be conducted at such real property;

                  (6)      financing statements of a lessor's rights in and to
personal property leased to such Person in the ordinary course of such Person's
business; and

                  (7)      any Lien under a Qualified Securitization Transaction
(so long as the related Indebtedness is permitted to be incurred under Section
1008 hereof).

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

         "Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 308 in exchange for a mutilated
Security or in lieu of a lost, destroyed or stolen Security shall be deemed to
evidence the same debt as the mutilated, lost, destroyed or stolen Security.

         "Preferred Stock" means, with respect to any Person, any Capital Stock
of any class or classes (however designated) which is preferred as to the
payment of dividends or distributions, or as to the distribution of assets upon
any voluntary or involuntary liquidation or dissolution of such Person, over the
Capital Stock of any other class in such Person.

         "Prospectus" means the prospectus included in a Registration Statement,
including any preliminary prospectus, and any such prospectus as amended or
supplemented by any prospectus supplement, including any such prospectus
supplement with respect to the terms of the offering of any portion of the
Series A Securities covered by a Shelf Registration Statement, and by all other
amendments and supplements to a prospectus, including post-effective amendments,
and in each case including all material incorporated by reference therein.

         "Public Equity Offering" means an underwritten public offering of
common stock (other than Redeemable Capital Stock) of the Company with gross
proceeds to the Company of at least $50 million pursuant to a registration
statement that has been declared effective by the Commission pursuant to the
Securities Act (other than a registration statement on Form S-4 (or any
successor form covering substantially the same transactions), Form S-8 (or any
successor form covering substantially the same transactions) or otherwise
relating to equity securities issuable under any employee benefit plan of the
Company).

         "Purchase Money Obligation" means any Indebtedness secured by a Lien on
assets related to the business of the Company and any additions and accessions
thereto, which are

                                       - -
<PAGE>
purchased or constructed by the Company at any time after the Securities are
issued; provided that

                  (1)      the security agreement or conditional sales or other
title retention contract pursuant to which the Lien on such assets is created
(collectively a "Purchase Money Security Agreement") shall be entered into
within 90 days after the purchase or substantial completion of the construction
of such assets and shall at all times be confined solely to the assets so
purchased or acquired, any additions and accessions thereto and any proceeds
therefrom,

                  (2)      at no time shall the aggregate principal amount of
the outstanding Indebtedness secured thereby be increased, except in connection
with the purchase of additions and accessions thereto and except in respect of
fees and other obligations in respect of such Indebtedness and

                  (3)      (A) the aggregate outstanding principal amount of
Indebtedness secured thereby (determined on a per asset basis in the case of any
additions and accessions) shall not at the time such Purchase Money Security
Agreement is entered into exceed 100% of the purchase price to the Company of
the assets subject thereto or (B) the Indebtedness secured thereby shall be with
recourse solely to the assets so purchased or acquired, any additions and
accessions thereto and any proceeds therefrom.

         "Qualified Capital Stock" of any Person means any and all Capital Stock
of such Person other than Redeemable Capital Stock.

         "Qualified Securitization Transaction" means any transaction or series
of transactions that may be entered into by the Company or any Restricted
Subsidiary pursuant to which (a) the Company or any Restricted Subsidiary may
sell, convey or otherwise transfer to a Securitization Entity its interests in
Receivables and Related Assets and (b) such Securitization Entity transfers to
any other Person, or grants a security interest in, such Receivables and Related
Assets, pursuant to a transaction customary in the industry which is used to
achieve a transfer of financial assets under GAAP.

         "Rating Agencies" means (i) S&P and Moody's or (ii) if S&P or Moody's
or both of them are not making ratings of the Securities publicly available
(other than at the request of or pursuant to action taken by the Company), a
nationally recognized U.S. rating agency or agencies, as the case may be,
selected by the Company, which will be substituted for S&P or Moody's, or both,
as the case may be.

         "Receivables and Related Assets" means any account receivable (whether
now existing or arising thereafter) of the Company or any Restricted Subsidiary,
and any assets related thereto including all collateral securing such accounts
receivable, all contracts and contract rights and all Guarantees or other
obligations in respect of such accounts receivable, proceeds of such accounts
receivable and other assets which are customarily transferred or in respect of
which security interest are customarily granted in connection with asset
securitization transactions involving accounts receivable.

         "Redeemable Capital Stock" means any Capital Stock that, either by its
terms or by the terms of any security into which it is convertible or
exchangeable or otherwise, is or upon the

                                       - -
<PAGE>
happening of an event or passage of time would be, required to be redeemed prior
to the final Stated Maturity of the principal of the Securities or is redeemable
at the option of the holder thereof at any time prior to such final Stated
Maturity (other than upon a change of control of or sale of assets by the
Company in circumstances where the holders of the Securities would have similar
rights), or is convertible into or exchangeable for debt securities at any time
prior to such final Stated Maturity at the option of the holder thereof.

         "Redemption Date" when used with respect to any Security to be redeemed
pursuant to any provision in this Indenture means the date fixed for such
redemption by or pursuant to this Indenture.

         "Redemption Price" when used with respect to any Security to be
redeemed pursuant to any provision in this Indenture means the price at which it
is to be redeemed pursuant to this Indenture.

         "Registration Rights Agreement" means (1) the Registration Rights
Agreement, dated as of December 26, 2002 among the Company, the Guarantors and
the Initial Purchasers and (2) with respect to any Additional Securities issued
subsequent to December 26, 2002, the registration rights agreement entered into
for the benefit of the holders of such Additional Securities.

         "Registration Statement" means any registration statement of the
Company and the Guarantors which covers any of the Series A Securities (and
related guarantees) or Series B Securities (and related guarantees) pursuant to
the provisions of the Registration Rights Agreement, and all amendments and
supplements to any such Registration Statement, including post-effective
amendments, in each case including the Prospectus contained therein, all
exhibits thereto and all material incorporated by reference therein.

         "Regular Record Date" for the interest payable on any Interest Payment
Date means the January lst or July 1st (whether or not a Business Day) next
preceding such Interest Payment Date.

         "Regulation S" means Regulation S under the Securities Act, as amended
from time to time.

         "Regulation S Global Securities" means one or more permanent global
Securities in registered form representing the aggregate principal amount of
Securities sold in reliance on Regulation S under the Securities Act.

         "Responsible Officer" when used with respect to the Trustee means any
officer within the Corporate Trust Office with direct responsibility for the
administration of this Indenture and also means, with respect to a particular
corporate trust matter, any other officer to whom any corporate trust matter is
referred because of his or her knowledge of and familiarity with the particular
subject.

         "Restricted Subsidiary" means any Subsidiary of the Company that has
not been designated by the Board of Directors of the Company by a Board
Resolution delivered to the Trustee as an Unrestricted Subsidiary pursuant to
and in compliance with Section 1018 hereof.

                                       - -
<PAGE>
         "Rule 144A" means Rule 144A under the Securities Act, as amended from
time to time.

         "Rule 144A Global Securities" means one or more permanent Global
Securities in registered form representing the aggregate principal amount of
Securities sold in reliance on Rule 144A under the Securities Act.

         "S&P" means Standard & Poor's Rating Services, a division of The
McGraw-Hill Companies, Inc., and any successor thereto.

         "Sale Leaseback Transaction" means an arrangement with any lender or
investor or to which such lender or investor is a party providing for the
leasing by a Person of any property of such Person which has been or is being
sold, conveyed, transferred or otherwise disposed of by such Person more than
270 days after the acquisition thereof or the completion of construction or
commencement of operation thereof to such lender or investor or to any Person to
whom funds have been or are to be advanced by such lender or investor on the
security of such property or assets. The stated maturity of such arrangement
will be deemed to be the date of the last payment of rent or any other amount
due under such arrangement prior to the first date on which such arrangement may
be terminated by the lessee without payment of a penalty. Sale Leaseback
Transactions between or among the Company and its Restricted Subsidiaries shall
not be deemed a "Sale Leaseback Transaction" hereunder.

         "Securities" shall have the meaning set forth in the Recitals. The
Initial Securities and the Additional Securities shall be treated as a single
class for all purposes under this Indenture.

         "Securities Act" means the Securities Act of 1933, as amended, or any
successor statute, and the rules and regulations promulgated by the Commission
thereunder.

         "Securitization Entity" means a Wholly Owned Restricted Subsidiary (or
another Person (principally engaged in the financing of accounts receivable) in
which the Company or any Subsidiary of the Company makes an Investment or to
which the Company or any Subsidiary of the Company transfers Receivables and
Related Assets) that, in the case of a Wholly Owned Restricted Subsidiary,
engages in no activities other than in connection with the financing of accounts
receivable and that is designated by the Board of Directors of the Company (as
provided below) as a Securitization Entity and:

                  (a)      no portion of the Indebtedness or any other
obligations (contingent or otherwise) of which:

                  (1)      is guaranteed by the Company or any Restricted
Subsidiary (excluding Guarantees (other than the principal of, and interest on,
Indebtedness) pursuant to Standard Securitization Undertakings);

                  (2)      is recourse to or obligates the Company or any
Restricted Subsidiary (other than such Securitization Entity) in any way other
than pursuant to Standard Securitization Undertakings; or

                  (3)      subjects any property or asset of the Company or any
Restricted Subsidiary (other than such Securitization Entity), directly or
indirectly, contingently or

                                       - -
<PAGE>
otherwise, to the satisfaction thereof, other than pursuant to Standard
Securitization Undertakings;

                  (b)      with which neither the Company nor any Restricted
Subsidiary (other than such Securitization Entity) has any material contract,
agreement, arrangement or understanding other than on terms no less favorable to
the Company or such Restricted Subsidiary than those that might be obtained at
the time from Persons that are not Affiliates of the Company, other than fees
payable in the ordinary course of business in connection with servicing accounts
receivable of such entity;

                  (c)      to which neither the Company nor any Restricted
Subsidiary (other than such Securitization Entity) has any obligation to
maintain or preserve such entity's financial condition or cause such entity to
achieve certain levels of operating results; and

                  (d)      to the extent it is a Subsidiary of the Company, such
entity is a Qualified Special Purpose Entity or a Special Purpose Entity in
accordance with GAAP.

                  Any designation of a Subsidiary as a Securitization Entity
 shall be evidenced to the Trustee by filing with the Trustee a certified copy
 of the resolution of the Board of Directors of the Company giving effect to the
 designation and an Officers' Certificate certifying that the designation
 complied with the preceding conditions and was permitted by this Indenture. On
 the date of this Indenture, PerkinElmer Receivables Company is the only
 Securitization Entity.

         "Senior Guarantor Indebtedness" means the principal of, premium, if
any, and interest (including interest, whether or not allowable, accruing after
the filing of a petition initiating any proceeding under any state, federal or
foreign bankruptcy law) on any Indebtedness of any Guarantor (other than as
otherwise provided in this definition), whether outstanding on the date of this
Indenture or thereafter created, incurred or assumed, and whether at any time
owing, actually or contingent, unless, in the case of any particular
Indebtedness, the instrument creating or evidencing the same or pursuant to
which the same is outstanding expressly provides that such Indebtedness shall
not be senior in right of payment to any Guarantee.

         Notwithstanding the foregoing, "Senior Guarantor Indebtedness" shall
not include:

         (1)      Indebtedness evidenced by the Guarantees,

         (2)      Indebtedness that by its terms is subordinated or junior in
                  right of payment to any Indebtedness of any Guarantor,

         (3)      Indebtedness which when incurred is without recourse to any
                  Guarantor whether or not such Indebtedness would be recourse
                  Indebtedness under Section 111l(b) of Title 11 United States
                  Code,

         (4)      Indebtedness which is represented by Redeemable Capital Stock,

         (5)      any liability for foreign, federal, state, local or other
                  taxes owed or owing by any Guarantor to the extent such
                  liability constitutes Indebtedness,

                                       - -
<PAGE>
         (6)      Indebtedness of any Guarantor to a Subsidiary of the Company,

         (7)      to the extent it might constitute Indebtedness, amounts owing
                  for goods, materials or services purchased in the ordinary
                  course of business or consisting of trade accounts payable
                  owed or owing by such Guarantor (not including in any such
                  case Purchase Money Obligations or Capital Lease Obligations),
                  and amounts owed by such Guarantor for compensation to
                  employees or services rendered to such Guarantor,

         (8)      that portion of any Indebtedness which at the time of issuance
                  is issued in violation of this Indenture and

         (9)      Indebtedness evidenced by any guarantee of any Subordinated
                  Indebtedness or Pari Passu Indebtedness.

         "Senior Indebtedness" means the principal of, premium, if any, and
interest (including interest, whether or not allowable, accruing after the
filing of a petition initiating any proceeding under any state, federal or
foreign bankruptcy law) on any Indebtedness of the Company (other than as
otherwise provided in this definition), whether outstanding on the date of this
Indenture or thereafter created, incurred or assumed, and whether at any time
owing, actually or contingent, unless, in the case of any particular
Indebtedness, the instrument creating or evidencing the same or pursuant to
which the same is outstanding expressly provides that such Indebtedness shall
not be senior in right of payment to the Securities.

         Notwithstanding the foregoing, "Senior Indebtedness" shall not include:

         (1)      Indebtedness evidenced by the Securities,

         (2)      Indebtedness that is by its terms subordinate or junior in
                  right of payment to any Indebtedness of the Company,

         (3)      Indebtedness which when incurred is without recourse to the
                  Company, whether or not such Indebtedness would be recourse
                  Indebtedness under Section 111l(b) of Title 11 United States
                  Code,

         (4)      Indebtedness which is represented by Redeemable Capital Stock,

         (5)      any liability for foreign, federal, state, local or other
                  taxes owed or owing by the Company to the extent such
                  liability constitutes Indebtedness,

         (6)      Indebtedness of the Company to a Subsidiary of the Company,

         (7)      to the extent it might constitute Indebtedness, amounts owing
                  for goods, materials or services purchased in the ordinary
                  course of business or consisting of trade accounts payable
                  owed or owing by the Company (not including in any such case
                  Purchase Money Obligations or Capital Lease Obligations), and
                  amounts owed by the Company for compensation to employees or
                  services rendered to the Company,

                                       - -
<PAGE>
         (8)      that portion of any Indebtedness which at the time of issuance
                  is issued in violation of this Indenture, and

         (9)      Indebtedness evidenced by any guarantee of any Subordinated
                  Indebtedness or Pari Passu Indebtedness.

         "Senior Representative" means the agent or representative of holders
of any Designated Senior Indebtedness.

         "Series B Global Securities" means one or more permanent Global
Securities in registered form representing the aggregate principal amount of
Series B Securities exchanged for Series A Securities pursuant to the Exchange
Offer.

         "Shelf Registration Statement" means a "shelf" registration
statement of the Company and the Guarantors, if any, pursuant to the
Registration Rights Agreement, which covers all of the Registrable Securities
(as defined in the Registration Rights Agreement) on an appropriate form under
Rule 415 under the Securities Act, or any similar rule that may be adopted by
the Commission, and all amendments and supplements to such registration
statement, including post-effective amendments, in each case including the
Prospectus contained therein, all exhibits thereto and all material incorporated
by reference therein.

         "Significant Subsidiary" means, at any time, any of our Restricted
Subsidiaries that qualifies at such time as a "significant subsidiary" within
the meaning of Regulation S-X promulgated by the Commission (as in effect on the
date of this Indenture).

         "6.8% Notes" means the Company's 6.8% unsecured notes due 2005 issued
under an indenture dated June 28, 1995 between the Company and State Street Bank
and Trust Company, (as successor-in-interest to The First National Bank of
Boston), as Trustee.

         "Special Record Date" for the payment of any Defaulted Interest means
a date fixed by the Trustee pursuant to Section 309.

         "Standard Securitization Undertakings" means representations,
warranties, covenants and indemnities entered into by the Company or any
Restricted Subsidiary that are reasonably customary in an accounts receivable
securitization transaction.

         "Stated Maturity" means, when used with respect to any Indebtedness or
any installment of interest thereon, the dates specified in such Indebtedness as
the fixed date on which the principal of such Indebtedness or such installment
of interest, as the case may be, is due and payable.

         "Subordinated Indebtedness" means Indebtedness of the Company or a
Guarantor subordinated in right of payment to the Securities or a Guarantee, as
the case may be.

         "Subsidiary" of a Person means

                  (1)      any corporation more than 50% of the outstanding
voting power of the Voting Stock of which is owned or controlled, directly or
indirectly, by such Person or by one or

                                       - -
<PAGE>
more other Subsidiaries of such Person, or by such Person and one or more other
Subsidiaries thereof, or

                  (2)      any limited partnership of which such Person or any
Subsidiary of such Person is a general partner, or

                  (3)      any other Person in which such Person, or one or more
other Subsidiaries of such Person, or such Person and one or more other
Subsidiaries, directly or indirectly, has more than 50% of the outstanding
partnership or similar interests or has the power, by contract or otherwise, to
direct or cause the direction of the policies, management and affairs thereof.

         "Successor Security" of any particular Security means every Security
issued after, and evidencing all or a portion of the same debt as that evidenced
by, such particular Security; and, for the purposes of this definition, any
Security authenticated and delivered under Section 308 in exchange for or in
lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to
evidence the same debt as the mutilated, destroyed, lost or stolen Security.

         "Temporary Cash Investments" means (1) any evidence of Indebtedness,
maturing not more than one year after the date of acquisition, issued by the
United States of America, or an instrumentality or agency thereof, and
guaranteed fully as to principal, premium, if any, and interest by the full
faith and credit of the United States of America, (2) any certificate of
deposit, maturing not more than one year after the date of acquisition, issued
by, or time deposit of, a commercial banking institution that is a member of the
Federal Reserve System and that has combined capital and surplus and undivided
profits of not less than $500,000,000 whose debt has a rating, at the time as of
which any investment therein is made, of "P-1" (or higher) according to Moody's
or "A-1" (or higher) according to S&P, (3) commercial paper, maturing not more
than one year after the date of acquisition, issued by a corporation (other than
an Affiliate or Subsidiary of the Company) organized and existing under the laws
of the United States of America, any state thereof or the District of Columbia
with a rating, at the time as of which any investment therein is made, of "P-1"
(or higher) according to Moody's or "A-1" (or higher) according to S&P and (4)
any money market deposit accounts issued or offered by a domestic commercial
bank having capital and surplus in excess of $500,000,000; provided that the
short term debt of such commercial bank has a rating, at the time of Investment,
of "P-1" (or higher) according to Moody's or "A-1" (or higher) according to S&P.

         "Tender Offers" means the Company's tender offers to redeem the Zero
Coupon Convertible Debentures and the 6.8% Notes with the proceeds from the
Securities offering and borrowings under the Credit Agreement.

         "Trust Indenture Act" means the Trust Indenture Act of 1939, as
amended, or any successor statute.

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

         "Unrestricted Subsidiary" means any Subsidiary of the Company (other
than a Guarantor) designated as such pursuant to and in compliance with Section
1018 hereof.

                                       - -
<PAGE>
         "Unrestricted Subsidiary Indebtedness" of any Unrestricted Subsidiary
means Indebtedness of such Unrestricted Subsidiary

                  (1)      as to which neither the Company nor any Restricted
Subsidiary is directly or indirectly liable (by virtue of the Company or any
such Restricted Subsidiary being the primary obligor on, guarantor of, or
otherwise liable in any respect to, such Indebtedness), except Guaranteed Debt
of the Company or any Restricted Subsidiary to any Affiliate, in which case
(unless the incurrence of such Guaranteed Debt resulted in a Restricted Payment
at the time of incurrence) the Company shall be deemed to have made a Restricted
Payment equal to the principal amount of any such Indebtedness to the extent
guaranteed at the time such Affiliate is designated an Unrestricted Subsidiary
and

                  (2)      which, upon the occurrence of a default with respect
thereto, does not result in, or permit any holder of any Indebtedness of the
Company or any Subsidiary to declare, a default on such Indebtedness of the
Company or any Subsidiary or cause the payment thereof to be accelerated or
payable prior to its Stated Maturity; provided that notwithstanding the
foregoing any Unrestricted Subsidiary may guarantee the Securities.

         "Voting Stock" of a Person means Capital Stock of such Person of the
class or classes 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 such Person (irrespective of whether or not
at the time Capital Stock of any other class or classes shall have or might have
voting power by reason of the happening of any contingency).

         "Wholly Owned Restricted Subsidiary" means a Restricted Subsidiary all
the Capital Stock of which is owned by the Company or another Wholly Owned
Restricted Subsidiary (other than directors' qualifying shares).

         "Zero Coupon Convertible Debentures" means the Company's zero coupon
senior convertible debentures due August 7, 2020.

         Section 102.      Other Definitions.

<TABLE>
<CAPTION>
Term                                              Defined in Section
----                                              ------------------
<S>                                           <C>
"Act"                                                      105
"Agent Members"                                            306
"cash"                                                    1012
"Change of Control Offer"                                 1015
"Change of Control Purchase Date"                         1015
"Change of Control Purchase Notice"                       1015
"Change of Control Purchase Price"                        1015
"control"                                     101 ("Affiliate")
"covenant defeasance"                                      403
"CUSIP"                                                    310
"Defaulted Interest"                                       309
"defeasance"                                               402
"Defeasance Redemption Date"                               404
</TABLE>

                                       - -
<PAGE>
<TABLE>
<S>                                       <C>
"Defeased Securities"                                      401
"Designation"                                             1018
"Designation Amount                                       1018
"DTC"                                        101 ("Depository")
"Excess Proceeds"                                         1012
"incur"                                                   1008
"Initial Period"                                          1303
"maximum fixed repurchase price"           101 ("Indebtedness")
"Non-payment Default"                                     1303
"Offer"                                                   1012
"Offer Date"                                              1012
"Offered Price"                                           1012
"Offshore Transaction"                                     202
"Pari Passu Debt Amount"                                  1012
"Pari Passu Offer"                                        1012
"Payment Blockage Period"                                 1303
"Payment Default"                                         1303
"Permitted Indebtedness"                                  1008
"Permitted Payment"                                       1009
"Private Placement Legend"                                 202
"Purchase Money Security Agreement"
  101 ("Purchase Money Obligation")
"Qualified Institutional Buyer"                            202
"refinancing"                                             1008
"Registration Default"                                     202
"Required Filing Date"                                    1019
"Restricted Payment"                                      1009
"Restricted Period"                                        201
"restricted security"                                      307
"Revocation"                                              1018
"Securities"                                          Recitals
"Security Amount"                                         1012
"Security Register"                                        305
"Security Registrar"                                       305
"Series A Securities"                                 Recitals
"Series B Securities"                                 Recitals
"Special Payment Date"                                     309
"Surviving Entity"                                         801
"Surviving Guarantor Entity"                               801
"transfer"                                   101 ("Asset Sale")
"U.S. Government Obligations"                              404
"U.S. Person"                                              202
</TABLE>

         Section 103.      Compliance Certificates and Opinions.

                  Upon any application or request by the Company to the Trustee
to take any action under any provision of this Indenture, the Company and any
Guarantor (if applicable) and any

                                       - -
<PAGE>
other obligor on the Securities (if applicable) shall furnish to the Trustee an
Officers' Certificate in a form and substance reasonably acceptable to the
Trustee stating that all conditions precedent, if any, provided for in this
Indenture (including any covenant, compliance with which constitutes a condition
precedent) relating to the proposed action have been complied with, and an
Opinion of Counsel in a form and substance reasonably acceptable to the Trustee
stating that in the opinion of such counsel all such conditions precedent, if
any, have been complied with, except that, in the case of any such application
or request as to which the furnishing of such certificates or opinions is
specifically required by any provision of this Indenture relating to such
particular application or request, no additional certificate or opinion need be
furnished.

                  Every certificate or Opinion of Counsel with respect to
compliance with a condition or covenant provided for in this Indenture shall
include:

                  (a)      a statement that each individual signing such
certificate or individual or firm signing such opinion has read and understands
such covenant or condition and the definitions herein relating thereto;

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

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

                  (d)      a statement as to whether, in the opinion of each
such individual or such firm, such condition or covenant has been complied with.

         Section 104.      Form of Documents Delivered to Trustee.

                  In any case where several matters are required to be certified
by, or covered by an opinion of, any specified Person, it is not necessary that
all such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and one
or more other such Persons as to other matters, and any such Person may certify
or give an opinion as to such matters in one or several documents.

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

                                       - -
<PAGE>
delivered to the Trustee may have qualifications customary for opinions of the
type required and counsel delivering such Opinions of Counsel may rely on
certificates of the Company or government or other officials customary for
opinions of the type required, including certificates certifying as to matters
of fact, including that various financial covenants have been complied with.

                  Any certificate or opinion of an officer of the Company, any
Guarantor or other obligor on the Securities may be based, insofar as it relates
to accounting matters, upon a certificate or opinion of, or representations by,
an accountant or firm of accountants in the employ of the Company, unless such
officer knows, or in the exercise of reasonable care should know, that the
certificate or opinion or representations with respect to the accounting matters
upon which his certificate or opinion may be based are erroneous. Any
certificate or opinion of any independent firm of public accountants filed with
the Trustee shall contain a statement that such firm is independent with respect
to the Company.

                  Where any Person is required to make, give or execute two or
more applications, requests, consents, certificates, statements, opinions or
other instruments under this Indenture, they may, but need not, be consolidated
and form one instrument.

         Section 105.      Acts of Holders.

                  (a)      Any request, demand, authorization, direction,
notice, consent, waiver or other action provided by this Indenture to be given
or taken by Holders may be embodied in and evidenced by one or more instruments
of substantially similar tenor signed by such Holders in person or by an agent
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 105.

                  (b)      The ownership of Securities shall be proved by the
Security Register.

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

                  (d)      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 him the execution
thereof. Where such execution is by a signer acting in a capacity other than his
individual

                                       - -
<PAGE>
capacity, such certificate or affidavit shall also constitute sufficient proof
of his authority. The fact and date of the execution of any such instrument or
writing, or the authority of the Person executing the same, may also be proved
in any other manner which the Trustee deems sufficient.

                  (e)      If the Company shall solicit from the Holders any
request, demand, authorization, direction, notice, consent, waiver or other Act,
the Company may, at its option, by or pursuant to a Board Resolution, fix in
advance a record date for the determination of such 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 Trust
Indenture Act Section 316(c), any such record date shall be the record date
specified in or pursuant to such Board Resolution, which shall be a date not
more than 30 days prior to the first solicitation of Holders generally in
connection therewith and no later than the date such first 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 purposes of
determining whether Holders of the requisite proportion of Securities then
Outstanding have authorized or agreed or consented to such request, demand,
authorization, direction, notice, consent, waiver or other Act, and for this
purpose the Securities then Outstanding shall be computed as of such record
date; provided that no such request, demand, authorization, direction, notice,
consent, waiver or other Act by the Holders on such record date shall be deemed
effective unless it shall become effective pursuant to the provisions of this
Indenture not later than six months after such record date.

                  (f)      For purposes of this Indenture, any action by the
Holders which may be taken in writing may be taken by electronic means or as
otherwise reasonably acceptable to the Trustee.

         Section 106.      Notices, etc., to the Trustee, the Company and
any Guarantor.

                  Any request, demand, authorization, direction, notice,
consent, waiver or Act of Holders or other document provided or permitted by
this Indenture to be made upon, given or furnished to, or filed with:

                  (a)      the Trustee by any Holder or by the Company or any
Guarantor or any other obligor on the Securities shall be sufficient for every
purpose (except as provided in Section 501(c)) hereunder if in writing and
mailed, first-class postage prepaid, or delivered by recognized overnight
courier, to or with the Trustee at its Corporate Trust Office, Attention:
Corporate Trust Department, or at any other address previously furnished in
writing to the Holders or the Company, any Guarantor or any other obligor on the
Securities by the Trustee; or

                  (b)      the Company or any Guarantor by the Trustee or any
Holder shall be sufficient for every purpose (except as provided in Section
501(c)) hereunder if in writing and mailed, first-class postage prepaid, or
delivered by recognized overnight courier, to the Company or such Guarantor
addressed to it c/o PerkinElmer, Inc., 45 William Street, Wellesley,

                                       - -
<PAGE>
Massachusetts, 02481-4078, Attention: General Counsel, or at any other address
previously furnished in writing to the Trustee by the Company or such Guarantor.

         Section 107.      Notice to Holders; Waiver.

                  Where this Indenture provides for notice to Holders of any
event, such notice shall be sufficiently given (unless otherwise herein
expressly provided) if in writing and mailed, first-class postage prepaid, or
delivered by recognized overnight courier, to each Holder affected by such
event, at its address as it appears in the Security Register, not later than the
latest date, and not earlier than the earliest date, prescribed for the giving
of such notice. In any case where notice to Holders is given by mail, neither
the failure to mail such notice, nor any defect in any notice so mailed, to any
particular Holder shall affect the sufficiency of such notice with respect to
other Holders. Any notice when mailed to a Holder in the aforesaid manner shall
be conclusively deemed to have been received by such Holder whether or not
actually received by such Holder. Where this Indenture provides for notice in
any manner, such notice may be waived in writing by the Person entitled to
receive such notice, either before or after the event, and such waiver shall be
the equivalent of such notice. Waivers of notice by Holders shall be filed with
the Trustee, but such filing shall not be a condition precedent to the validity
of any action taken in reliance upon such waiver.

                  In case by reason of the suspension of regular mail service or
by reason of any other cause, it shall be impracticable to mail notice of any
event as required by any provision of this Indenture, then any method of giving
such notice as shall be reasonably satisfactory to the Trustee shall be deemed
to be a sufficient giving of such notice.

         Section 108.      Conflict with Trust Indenture Act.

                  If any provision hereof limits, qualifies or conflicts with
any provision of the Trust Indenture Act or another provision which is required
or deemed to be included in this Indenture by any of the provisions of the Trust
Indenture Act, the provision or requirement of the Trust Indenture Act shall
control. If any provision of this Indenture modifies or excludes any provision
of the Trust Indenture Act that may be so modified or excluded, the latter
provision shall be deemed to apply to this Indenture as so modified or to be
excluded, as the case may be.

         Section 109.      Effect of Headings and Table of Contents.

                  The Article and Section headings herein and the Table of
Contents are for convenience only and shall not affect the construction hereof.

         Section 110.      Successors and Assigns.

                  Except as otherwise provided in Sections 801, 802 or 1013
herein, all covenants and agreements in this Indenture by the Company and the
Guarantors shall bind their respective successors and assigns, whether so
expressed or not.

                                       - -
<PAGE>
         Section 111.      Separability Clause.

                  In case any provision in this Indenture or in the Securities
or Guarantees 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 112.      Benefits of Indenture.

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

         Section 113.      GOVERNING LAW.

                  THIS INDENTURE, THE SECURITIES AND THE GUARANTEES SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK, WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF.

         Section 114.      Legal Holidays.

                  In any case where any Interest Payment Date, Redemption Date,
Maturity or Stated Maturity of any Security shall not be a Business Day, then
(notwithstanding any other provision of this Indenture or of the Securities)
payment of interest or principal or premium, if any, need not be made on such
date, but may be made on the next succeeding Business Day with the same force
and effect as if made on such Interest Payment Date or Redemption Date, or at
the Maturity or Stated Maturity and no interest shall accrue with respect to
such payment for the period from and after such Interest Payment Date,
Redemption Date, Maturity or Stated Maturity, as the case may be, to the next
succeeding Business Day.

         Section 115.      Independence of Covenants.

                  All covenants and agreements in this Indenture shall be given
independent effect so that if a particular action or condition is not permitted
by any such covenants, the fact that it would be permitted by an exception to,
or be otherwise within the limitations of, another covenant shall not avoid the
occurrence of a Default or an Event of Default if such action is taken or
condition exists.

         Section 116.      Schedules and Exhibits.

                  All schedules and exhibits attached hereto are by this
reference made a part hereof with the same effect as if herein set forth in
full.

                                       - -
<PAGE>
         Section 117.      Counterparts.

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

         Section 118.      No Personal Liability of Directors, Officers,
Employees or Stockholders.

                  No director, officer, employee, member or stockholder of the
Company or any Guarantor, as such, will have any liability for any obligations
of the Company or the Guarantors under the Securities, 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 Securities by accepting a Security
waives and releases all such liability. The waiver and release are part of the
consideration for issuance of the Securities.

                                   ARTICLE TWO

                                 SECURITY FORMS

         Section 201.      Forms Generally.

                  The Securities, the Guarantees and the Trustee's certificate
of authentication thereon shall be in substantially the forms set forth in this
Article Two, with such appropriate insertions, omissions, substitutions and
other variations as are required or permitted hereby and may have such letters,
numbers or other marks of identification and such legends or endorsements placed
thereon as may be required to comply with the rules of any securities exchange,
any organizational document or governing instrument or applicable law or as may,
consistently herewith, be determined by the officers executing such Securities
and Guarantees, as evidenced by their execution of the Securities and
Guarantees. Any portion of the text of any Security may be set forth on the
reverse thereof, with an appropriate reference thereto on the face of the
Security.

                  The definitive Securities shall be printed, lithographed or
engraved or produced by any combination of these methods or may be produced in
any other manner permitted by the rules of any securities exchange on which the
Securities may be listed, all as determined by the officers executing such
Securities, as evidenced by their execution of such Securities.

                  Securities offered and sold in reliance on Rule 144A shall be
issued initially in the form of one or more Rule 144A Global Securities,
substantially in the form set forth in Section 202, deposited upon issuance with
the Trustee, as custodian for the Depositary, registered in the name of the
Depositary or its nominee, in each case for credit to an account of a direct or
indirect participant of the Depositary, duly executed by the Company and
authenticated by the Trustee as hereinafter provided. The aggregate principal
amount of the Rule 144A Global Securities may from time to time be increased or
decreased by adjustments made on the records of the Trustee, as custodian for
the Depositary or its nominee, as hereinafter provided.

                  Securities offered and sold in reliance on Regulation S shall
be issued in the form of one or more Regulation S Global Securities,
substantially in the form set forth in Section 202,

                                       - -
<PAGE>
deposited upon issuance with the Trustee, as custodian for the Depositary,
registered in the name of the Depositary or its nominee, in each case for credit
by the Depositary to an account of a direct or indirect participant of the
Depositary, duly executed by the Company and authenticated by the Trustee as
hereinafter provided; provided, however, that upon such deposit through and
including the 40th day after the later of the commencement of the offering of
such Securities and the original issue date of such Securities (such period
through and including such 40th day, the "Restricted Period"), all such
Securities shall be credited to or through accounts maintained at the Depositary
by or on behalf of Euroclear or Clearstream unless exchanged for interests in
the Rule 144A Global Securities in accordance with the transfer and
certification requirements described below. The aggregate principal amount of
the Regulation S Global Securities may from time to time be increased or
decreased by adjustments made on the records of the Trustee, as custodian for
the Depositary or its nominee, as hereinafter provided.

                  Series B Securities exchanged for Series A Securities shall be
issued initially in the form of one or more Series B Global Securities,
substantially in the form set forth in Section 202, deposited upon issuance with
the Trustee, as custodian for the Depositary, registered in the name of the
Depositary or its nominee, in each case for credit to an account of a direct or
indirect participant of the Depositary, duly executed by the Company and
authenticated by the Trustee as hereinafter provided. The aggregate principal
amount of the Series B Global Securities may from time to time be increased or
decreased by adjustments made on the records of the Trustee, as custodian for
the Depositary or its nominee, as hereinafter provided.

                  With respect to any Additional Securities issued subsequent to
the date of this Indenture, (1) all references in Section 202 herein and
elsewhere in this Indenture to a Registration Rights Agreement shall be to the
registration rights agreement entered into with respect to such Additional
Securities, (2) any references in Section 202 and elsewhere in this Indenture to
the Exchange Offer, Exchange Offer Registration Statement, Shelf Registration
Statement, Initial Purchasers, Registration Default, and any other term related
thereto shall be to such terms as they are defined in such registration rights
agreement entered into with respect to such Additional Securities, (3) all time
periods described in the Securities with respect to the registration of such
Additional Securities shall be as provided in such registration rights agreement
entered into with respect to such Additional Securities and (4) all provisions
of this Indenture shall be construed and interpreted to permit the issuance of
such Additional Securities and to allow such Additional Securities to become
fungible and interchangeable with the Initial Securities originally issued under
this Indenture.

         Section 202.      Form of Face of Security.

                  (a)      The form of the face of any Series A Securities
authenticated and delivered hereunder shall be substantially as follows:

                  Unless and until (i) a Series A Security is sold under an
effective Registration Statement or (ii) a Series A Security is exchanged for a
Series B Security in connection with an effective Registration Statement, in
each case pursuant to the Registration Rights Agreement, and except to the
extent otherwise provided in Section 307(b) hereof, then such Initial Security
shall bear the legend set forth below (the "Private Placement Legend") on the
face thereof:

                                       - -
<PAGE>
                  THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
                  ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE
                  SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR
                  PARTICIPATION HEREIN MAY BE REOFFERED, 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, REGISTRATION AS SET FORTH
                  BELOW.

                  BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A)
                  IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE
                  144A UNDER THE SECURITIES ACT ("RULE 144A")) OR (B) IT IS NOT
                  A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE
                  TRANSACTION, (2) 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 SECURITY (OR ANY PREDECESSOR OF THIS SECURITY)
                  ONLY (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION
                  STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE
                  SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE
                  FOR RESALE PURSUANT TO RULE 144A INSIDE THE UNITED STATES, 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) OUTSIDE THE UNITED STATES PURSUANT
                  TO OFFERS AND SALES TO NON-U.S. PERSONS IN AN OFFSHORE
                  TRANSACTION WITHIN THE MEANING OF REGULATION S UNDER THE
                  SECURITIES ACT, (E) TO AN INSTITUTIONAL ACCREDITED INVESTOR IN
                  A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE
                  SECURITIES ACT OR (F) 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 CLAUSES (D), (E)
                  OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,
                  CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF
                  THEM, AND (II) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT
                  A

                                       - -
<PAGE>
                  CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER
                  SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED BY THE
                  TRANSFEROR TO THE TRUSTEE. AS USED HEREIN, THE TERMS "UNITED
                  STATES," "OFFSHORE TRANSACTION," AND "U.S. PERSON" HAVE THE
                  RESPECTIVE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE
                  SECURITIES ACT.

                                      - -
<PAGE>
                  [Legend if Security is a Global Security]

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

                  UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
                  REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
                  CORPORATION ("DTC"), TO THE COMPANY OR ITS AGENT FOR
                  REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT AND ANY SUCH
                  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.

                  [Legend if Security is a Regulation S Global Security]

                  THIS NOTE IS A REGULATION S GLOBAL SECURITY WITHIN THE MEANING
                  OF THE INDENTURE REFERRED TO HEREIN. INTERESTS IN THIS
                  REGULATION S GLOBAL SECURITY MAY NOT BE OFFERED OR SOLD TO A
                  U.S. PERSON OR FOR THE ACCOUNT OR BENEFIT OF A U.S. PERSON
                  PRIOR TO THE EXPIRATION OF THE RESTRICTED PERIOD (AS DEFINED
                  IN THE INDENTURE), AND NO TRANSFER OR EXCHANGE OF AN INTEREST
                  IN THIS REGULATION S GLOBAL SECURITY MAY BE MADE FOR AN
                  INTEREST IN A RULE 144A GLOBAL SECURITY UNTIL AFTER THE
                  TERMINATION OF THE RESTRICTED PERIOD OR AS OTHERWISE PERMITTED
                  BY LAW AND CONTEMPLATED BY THE INDENTURE.

                                       - -
<PAGE>
                                PERKINELMER, INC.

               8 7/8% SENIOR SUBORDINATED NOTE DUE 2013, SERIES A

                                                    CUSIP NO.___________________

No.__________                                       $______________

                  PerkinElmer, Inc., a Massachusetts corporation (herein called
the "Company," which term includes any successor Person under the Indenture
hereinafter referred to), for value received, hereby promises to pay to Cede &
Co., or registered assigns, the principal sum of __________ United States
dollars on January 15, 2013, at the office or agency of the Company referred to
below, and to pay interest thereon from December 26, 2002, or from the most
recent Interest Payment Date to which interest has been paid or duly provided
for, semiannually on January 15th and July 15th in each year, commencing July
15, 2003 at the rate of 8 7/8% per annum, in United States dollars, until the
principal hereof is paid or duly provided for. Interest shall be computed on the
basis of a 360-day year comprised of twelve 30-day months.

                  The Holder of this Series A Security is entitled to the
benefits of the Registration Rights Agreement among the Company, the Guarantors
and the Initial Purchasers pursuant to which, subject to the terms and
conditions thereof, the Company and the Guarantors are obligated to consummate
the Exchange Offer pursuant to which the Holder of this Security (and the
related Guarantees) shall have the right to exchange this Security (and the
related Guarantees) for 8 7/8% Senior Subordinated Notes due 2013, Series B and
related guarantees (herein called the "Series B Securities") in like principal
amount as provided therein. In addition, the Company and the Guarantors have
agreed to use their reasonable best efforts to register the Securities for
resale under the Securities Act through a Shelf Registration Statement under
certain circumstances. The Series A Securities and the Series B Securities are
together (including related Guarantees) referred to as the "Securities." The
Series A Securities rank pari passu in right of payment with the Series B
Securities.

                  In the event that (a) the Exchange Offer Registration
Statement is not filed with the Commission on or prior to the 105th calendar day
following the date of original issue of the Series A Securities, (b) the
Exchange Offer Registration Statement has not been declared effective on or
prior to the 195th calendar day following the date of original issue of the
Series A Securities, (c) the Exchange Offer is not consummated on or prior to
the 240th calendar day following the date of original issue of the Series A
Securities, (d) a Shelf Registration Statement required to be filed is not
declared effective on or prior to 240 days after the original issue of the
Securities or (e) the Shelf Registration Statement is declared effective but
shall thereafter become unusable for more than 30 days in the aggregate in any
twelve month period (each such event referred to in clauses (a) through (e)
above, a "Registration Default"), liquidated damages will accrue on the
principal amount of the Series A Securities from and including the date any such
Registration Default occurs through the date on which such event is cured, at
which point the liquidated damages will cease to accrue. The liquidated damages
will accrue at a rate of 0.25% per annum during the 90-day period immediately
following the occurrence of the event giving

                                       - -
<PAGE>
rise to the liquidated damages and will increase by 0.25% per annum during each
subsequent 90-day period, but in no event will the rate exceed 1.0% per annum;
provided, however, that, if after any such liquidated damages cease to accrue, a
different event specified in clause (a), (b), (c), (d) or (e) above occurs,
liquidated damages again shall accrue pursuant to the foregoing provisions.

                  The interest so payable, and punctually paid or duly provided
for, on any Interest Payment Date will, as provided in such Indenture, be paid
to the Person in whose name this Security (or any Predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest, which shall be the January lst or July lst (whether or not a Business
Day), as the case may be, next preceding such Interest Payment Date. Any such
interest not so punctually paid, or duly provided for, and interest on such
defaulted interest at the interest rate borne by the Series A Securities, to the
extent lawful, shall forthwith cease to be payable to the Holder on such Regular
Record Date, and may either be paid to the Person in whose name this Security
(or any Predecessor Securities) is registered at the close of business on a
Special Record Date for the payment of such defaulted interest to be fixed by
the Trustee, notice whereof shall be given to Holders of Securities not less
than 10 days prior to such Special Record Date, or be paid at any time in any
other lawful manner not inconsistent with the requirements of any securities
exchange on which the Securities may be listed, and upon such notice as may be
required by the Indenture not inconsistent with the requirements of such
exchange, all as more fully provided in the Indenture.

                  Payment of the principal of, premium, if any, and interest on,
this Security, and exchange or transfer of the Security, will be made at the
Corporate Trust Office or at such other office or agency as may be maintained
for such purpose, 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;
provided, however, that payment of interest may be made at the option of the
Company by check mailed to the address of the Person entitled thereto as such
address shall appear on the Security Register.

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

                  This Security is entitled to the benefits of the Guarantees by
the Guarantors of the punctual payment when due and performance of the Indenture
Obligations made in favor of the Trustee for the benefit of the Holders.
Reference is made to Article Fourteen of the Indenture for a statement of the
respective rights, limitations of rights, duties and obligations under the
Guarantees of the Guarantors.

                  Unless the certificate of authentication hereon has been duly
executed by the Trustee referred to on the reverse hereof or by the
authenticating agent appointed as provided in the Indenture by manual signature
of an authorized signer, this Security shall not be entitled to any benefit
under the Indenture, or be valid or obligatory for any purpose.

                  IN WITNESS WHEREOF, the Company has caused this instrument to
be duly executed by the manual or facsimile signature of its authorized
officers.

                                       - -
<PAGE>
                                     PERKINELMER, INC.

                                     By:
                                        Name:
                                        Title:

Attest:

______________________________
     Authorized Officer

                    TRUSTEE'S CERTIFICATE OF AUTHENTICATION

                  This is one of the 8 7/8% Senior Subordinated Notes due 2013,
Series A referred to in the within-mentioned Indenture.

                                     STATE STREET BANK AND TRUST
                                        COMPANY, as Trustee

                                     By: _______________________________________
                                         Authorized Signer

Dated:

                       OPTION OF HOLDER TO ELECT PURCHASE

                  If you wish to have this Security purchased by the Company
pursuant to Section 1012 or Section 1015, as applicable, of the Indenture, check
the Box: [ ].

                  If you wish to have a portion of this Security purchased by
the Company pursuant to Section 1012 or Section 1015, as applicable, of the
Indenture, state the amount (in original principal amount):

                                       - -
<PAGE>
                                 $______________.

Date: ______________                         Your Signature: ___________________

(Sign exactly as your name appears on the other side of this Security)

Signature Guarantee: _________________________________

[Signature must be guaranteed by an eligible Guarantor Institution (banks, stock
brokers, savings and loan associations and credit unions) with membership in an
approved guarantee medallion program pursuant to Securities and Exchange
Commission Rule 17Ad-15]

                                       - -
<PAGE>
                           [FORM OF TRANSFER NOTICE]

         FOR VALUE RECEIVED the undersigned registered holder hereby sell(s),
assign(s) and transfer(s) unto

Insert Taxpayer Identification No.
_____________________________
__________________________________________________________________________
__________________________________________________________________________

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

__________________________________________________________________________
the within Security and all rights thereunder, hereby irrevocably constituting
and appointing

__________________________________________________________________________
attorney to transfer such Security on the books of the Company with full power
of substitution in the premises.

         In connection with any transfer of this Security occurring prior to the
date which is the earlier of the date of an effective Registration Statement or
two years after the issuance of the relevant Securities, the undersigned
confirms that without utilizing any general solicitation or general advertising
that:

                                  [Check One]

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

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

If none of the foregoing boxes is checked, the Trustee or other Security
Registrar shall not be obligated to register this Security in the name of any
Person other than the Holder hereof unless and until the conditions to any such
transfer of registration set forth herein and in Section 307 of the Indenture
shall have been satisfied.

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

                                       - -
<PAGE>
Signature Guarantee: ______________________________

[Signature must be guaranteed by an eligible Guarantor Institution (banks, stock
brokers, savings and loan associations and credit unions) with membership in an
approved guarantee medallion program pursuant to Securities and Exchange
Commission Rule 17Ad-15]

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

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

Dated: ____________________    _________________________________________________
                               NOTICE: To be executed by an authorized signatory

                                       - -
<PAGE>
                  (b)      The form of the face of any Series B Securities
authenticated and delivered hereunder shall be substantially as follows:

                  [Legend if Security is a Global Security]

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

                  UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
                  REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY,
                  A NEW YORK CORPORATION ("DTC"), TO THE COMPANY
                  OR ITS AGENT FOR REGISTRATION OF TRANSFER,
                  EXCHANGE, OR PAYMENT AND ANY SUCH 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.

                                       - -
<PAGE>
                                PERKINELMER, INC.

               8 7/8% SENIOR SUBORDINATED NOTE DUE 2013, SERIES B

                                                         CUSIP NO.______________

No._______________                                       $______________________

                  PerkinElmer, Inc., a Massachusetts corporation (herein called
the "Company," which term includes any successor Person under the Indenture
hereinafter referred to), for value received, hereby promises to pay to Cede &
Co. or registered assigns, the principal sum of __________ United States dollars
on January 15, 2013, at the office or agency of the Company referred to below,
and to pay interest thereon from December 26, 2002, or from the most recent
Interest Payment Date to which interest has been paid or duly provided for,
semiannually on January 15th and July 15th in each year, commencing July 15,
2003 at the rate of 8 7/8% per annum, in United States dollars, until the
principal hereof is paid or duly provided for; provided that to the extent
interest has not been paid or duly provided for with respect to the Series A
Security exchanged for this Series B Security, interest on this Series B
Security shall accrue from the most recent Interest Payment Date to which
interest on the Series A Security which was exchanged for this Series B Security
has been paid or duly provided for. Interest shall be computed on the basis of a
360-day year comprised of twelve 30-day months.

                  This Series B Security was issued pursuant to the Exchange
Offer pursuant to which the 8 7/8% Senior Subordinated Notes due 2013, Series A,
and related Guarantees (herein called the "Series A Securities") in like
principal amount were exchanged for the Series B Securities and related
Guarantees. The Series B Securities rank pari passu in right of payment with the
Series A Securities.

                  For any period in which the Series A Security exchanged for
this Series B Security was outstanding, in the event that (a) the Exchange Offer
Registration Statement shall not have been filed with the Commission on or prior
to the 105th calendar day following the date of original issue of the Series A
Securities, (b) the Exchange Offer Registration Statement shall not have been
declared effective on or prior to the 195th calendar day following the date of
original issue of the Series A Securities, (c) the Exchange Offer shall not have
been consummated on or prior to the 240th calendar day following the date of
original issue of the Series A Securities, (d) a Shelf Registration Statement
required to have been filed shall not have been declared effective on or prior
to 240 days after the original issue of the Securities or (e) the Shelf
Registration Statement shall have been declared effective but thereafter shall
have become unusable for more than 30 days in the aggregate in any twelve month
period (each such event referred to in clauses (a) through (e) above, a
"Registration Default"), liquidated damages will accrue on the principal amount
of the Series A Securities from and including the date any such Registration
Default occurs through the date on which such event is cured, at which point the
liquidated damages will cease to accrue. The liquidated damages will accrue at a
rate of 0.25% per annum during the 90-day period immediately following the
occurrence of the event giving rise to the liquidated damages and will increase
by 0.25% per annum during each subsequent

                                       - -
<PAGE>
90-day period, but in no event will the rate exceed 1.0% per annum; provided,
however, that, if after any such liquidated damages cease to accrue, a different
event specified in clause (a), (b), (c), (d) or (e) above occurs, liquidated
damages again shall accrue pursuant to the foregoing provisions.

                  The interest so payable, and punctually paid or duly provided
for, on any Interest Payment Date will, as provided in such Indenture, be paid
to the Person in whose name this Security (or any Predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest, which shall be the January lst or July 1st (whether or not a Business
Day), as the case may be, next preceding such Interest Payment Date. Any such
interest not so punctually paid, or duly provided for, and interest on such
defaulted interest at the interest rate borne by the Series B Securities, to the
extent lawful, shall forthwith cease to be payable to the Holder on such Regular
Record Date, and may either be paid to the Person in whose name this Security
(or any Predecessor Securities) is registered at the close of business on a
Special Record Date for the payment of such defaulted interest to be fixed by
the Trustee, notice whereof shall be given to Holders of Securities not less
than 10 days prior to such Special Record Date, or be paid at any time in any
other lawful manner not inconsistent with the requirements of any securities
exchange on which the Securities may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in the Indenture.

                  Payment of the principal of, premium, if any, and interest on,
this Security, and exchange or transfer of the Security, will be made at the
Corporate Trust Office or at such other office or agency as may be maintained
for such purpose, 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;
provided, however, that payment of interest may be made at the option of the
Company by check mailed to the address of the Person entitled thereto as such
address shall appear on the Security Register.

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

                  This Security is entitled to the benefits of the Guarantees by
the Guarantors of the punctual payment when due and performance of the Indenture
Obligations made in favor of the Trustee for the benefit of the Holders.
Reference is made to Article Fourteen of the Indenture for a statement of the
respective rights, limitations of rights, duties and obligations under the
Guarantees of the Guarantors.

                  Unless the certificate of authentication hereon has been duly
executed by the Trustee referred to on the reverse hereof or by the
authenticating agent appointed as provided in the Indenture by manual signature
of an authorized signer, this Security shall not be entitled to any benefit
under the Indenture, or be valid or obligatory for any purpose.

                  IN WITNESS WHEREOF, the Company has caused this instrument to
be duly executed by the manual or facsimile signature of its authorized
officers.

                                       - -
<PAGE>
                                     PERKINELMER, INC.

                                     By:
                                         Name:
                                         Title:
Attest:

____________________
 Authorized Officer

                    TRUSTEE'S CERTIFICATE OF AUTHENTICATION

                  This is one of the 8 7/8% Senior Subordinated Notes due 2013,
Series B referred to in the within-mentioned Indenture.

                                     STATE STREET BANK AND TRUST
                                       COMPANY, as Trustee

                                     By:________________________________________
                                        Authorized Signer

Dated:

                       OPTION OF HOLDER TO ELECT PURCHASE

                  If you wish to have this Security purchased by the Company
pursuant to Section 1012 or Section 1015, as applicable, of the Indenture, check
the Box: [ ].

                  If you wish to have a portion of this Security purchased by
the Company pursuant to Section 1012 or Section 1015, as applicable, of the
Indenture, state the amount (in original principal amount):

                                       - -
<PAGE>
                                 $______________.

Date: ______________                         Your Signature: ___________________

(Sign exactly as your name appears on the other side of this Security)

Signature Guarantee: _________________________________

[Signature must be guaranteed by an eligible Guarantor Institution (banks, stock
brokers, savings and loan associations and credit unions) with membership in an
approved guarantee medallion program pursuant to Securities and Exchange
Commission Rule 17Ad-15]

                                      - -
<PAGE>
                         FORM OF TRANSFEREE CERTIFICATE

I or we assign and transfer this Security to:

Please insert social security or other identifying number of assignee

Print or type name, address and zip code of assignee and irrevocably
appoint_______________________________________________________________________

[Agent], to transfer this Security on the books of the Company. The Agent may
substitute another to act for him.

Dated ________________                       Signed

(Sign exactly as name appears on the other side of this Security)

[Signature must be guaranteed by an eligible Guarantor Institution (banks, stock
brokers, savings and loan associations and credit unions) with membership in an
approved guarantee medallion program pursuant to Securities and Exchange
Commission Rule 17 Ad-15]

                                       - -
<PAGE>
         Section 203.      Form of Reverse of securities.

                  (a)      The form of the reverse of the Series A Securities
shall be substantially as follows:

                               PERKINELMER, INC.

               8 7/8% Senior Subordinated Note due 2013, Series A

                  This Security is one of a duly authorized issue of Securities
of the Company designated as its 8 7/8% Senior Subordinated Notes due 2013,
Series A (herein called the "Securities"), initially limited (except as
otherwise provided in the Indenture referred to below) in aggregate principal
amount to $_________________ , issued under and subject to the terms of an
indenture (herein called the "Indenture") dated as of December 26, 2002, among
the Company, the Guarantors and State Street Bank and Trust Company, as trustee
(herein called the "Trustee," which term includes any successor trustee under
the Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights, limitations
of rights, duties, obligations and immunities thereunder of the Company, the
Guarantors, the Trustee and the Holders of the Securities, and of the terms upon
which the Securities are, and are to be, authenticated and delivered.

                  The Company may, from time to time, without notice to or the
consent of the Holders of the Securities, create and issue Additional Securities
under the Indenture ranking equally with the Initial Securities in all respects
(or in all respects other than the payment of interest accruing prior to the
issue date of such Additional Securities or except for the first payment of
interest following the issue date of such Additional Securities), subject to the
limitations described in Section 1008 of the Indenture. Such Additional
Securities will be consolidated and form a single series with the Initial
Securities and have the same terms as to status, redemption or otherwise as the
Initial Securities.

                  The Securities are subject to redemption at any time on or
after January 15, 2008, at the option of the Company, in whole or in part, on
not less than 30 nor more than 60 days' prior notice, in amounts of $1,000 or an
integral multiple thereof, at the following redemption prices (expressed as
percentages of the principal amount), if redeemed during the 12-month period
beginning January 15th of the years indicated below:

<TABLE>
<CAPTION>
                    Redemption
Year                  Price
-----               ----------
<S>                 <C>
2008                104.438%
2009                102.958%
2010                101.479%
</TABLE>

and thereafter at 100% of the principal amount, in each case, together with
accrued and unpaid interest, if any, to the Redemption Date (subject to the
rights of Holders of record on relevant record dates to receive interest due on
an Interest Payment Date).

                                       - -
<PAGE>
                  In addition, at any time prior to January 15, 2006, the
Company, at its option, may use the net proceeds of one or more Public Equity
Offerings to redeem up to an aggregate of 35% of the aggregate principal amount
of Securities issued under the Indenture (including the principal amount of any
Additional Securities issued under the Indenture) at a redemption price equal to
108.875% of the aggregate principal amount thereof, plus accrued and unpaid
interest thereon, if any, to the Redemption Date; provided that at least 65% of
the aggregate principal amount of Securities (including the principal amount of
any Additional Securities issued under the Indenture) remains outstanding
immediately after the occurrence of such redemption. In order to effect the
foregoing redemption, the Company must mail a notice of redemption no later than
30 days after the closing of the related Public Equity Offering and must
consummate such redemption within 60 days of the closing of the Public Equity
Offering.

                  If less than all of the Securities are to be redeemed, the
Trustee shall select the Securities or portions thereof to be redeemed in
compliance with the requirements of the principal national securities exchange,
if any, on which the Securities are listed, or if the Securities are not so
listed, pro rata, by lot or by any other method the Trustee shall deem fair and
reasonable. Securities redeemed in part must be redeemed only in integral
multiples of $1,000. Redemption pursuant to the provisions relating to a Public
Equity Offering must be made on a pro rata basis or on as nearly a pro rata
basis as practicable (subject to the procedures of DTC or any other depositary).

                  Upon the occurrence of a Change of Control, each Holder may
require the Company to purchase such Holder's Securities in whole or in part in
integral multiples of $1,000, at a purchase price in cash in an amount equal to
101% of the principal amount thereof, plus accrued and unpaid interest, if any,
to the date of purchase, pursuant to a Change of Control Offer in accordance
with the procedures set forth in the Indenture.

                  Under certain circumstances described in the Indenture, the
Company will be required to apply the proceeds of Asset Sales to the repayment
of the Securities and Pari Passu Indebtedness.

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

                  In the event of redemption or repurchase of this Security in
accordance with the Indenture in part only, a new Security or Securities for the
unredeemed portion hereof shall be issued in the name of the Holder hereof upon
the cancellation hereof.

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

                                       - -
<PAGE>
                  The Indenture contains provisions for defeasance at any time
of (a) the entire Indebtedness on the Securities and (b) certain restrictive
covenants and related Defaults and Events of Default, in each case upon
compliance with certain conditions set forth therein.

                  The Indenture permits, with certain exceptions (including
certain amendments permitted without the consent of any Holders and certain
amendments which require the consent of all the Holders) as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company and the Guarantors and the rights of the Holders under the Indenture and
the Securities and the Guarantees at any time by the Company and the Trustee
with the consent of the Holders of at least a majority in aggregate principal
amount of the Securities at the time Outstanding. The Indenture also contains
provisions permitting, with certain exceptions (including certain waivers which
require the consent of all of the Holders) as therein provided, the Holders of
at least a majority in aggregate principal amount of the Securities at the time
Outstanding, on behalf of the Holders of all the Securities, to waive compliance
by the Company and the Guarantors with certain provisions of the Indenture and
the Securities and the Guarantees and certain past Defaults under the Indenture
and the Securities and the Guarantees and their consequences. Any such consent
or waiver by or on behalf of the Holder of this Security shall be conclusive and
binding upon such Holder and upon all future Holders of this Security and of any
Security issued upon the registration of transfer hereof or in exchange herefor
or in lieu hereof whether or not notation of such consent or waiver is made upon
this Security.

                  The Securities are, to the extent and manner provided in
Article Thirteen of the Indenture, subordinated and subject in right of payment
to the prior payment in full in cash (or in any other form as acceptable to the
holders of Senior Indebtedness) of all Senior Indebtedness.

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

                  As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Security is registrable in
the Security Register, upon surrender of this Security for registration of
transfer at the Corporate Trust Office or the office or agency of the Company in
the Borough of Manhattan, The City of New York, duly endorsed by, or accompanied
by a written instrument of transfer in form satisfactory to the Company and the
Security Registrar duly executed by, the Holder hereof or its attorney duly
authorized in writing, and thereupon one or more new Securities, of authorized
denominations and for the same aggregate principal amount, will be issued to the
designated transferee or transferees.

                  Certificated securities shall be transferred to all beneficial
holders in exchange for their beneficial interests in the Rule 144A Global
Securities or the Regulation S Global Securities if (i) such Depositary (A) has
notified the Company that it is unwilling or unable to continue as Depositary
for such Global Security or (B) has ceased to be a clearing agency registered as
such under the Exchange Act, and in either case the Company fails to appoint a

                                       - -
<PAGE>
successor Depositary within 90 days, (ii) the Company, at its option, notifies
the Trustee in writing that it elects to cause the issuance of the Securities in
certificated form or (iii) there shall have occurred and be continuing an Event
of Default with respect to such Global Security. Upon any such issuance, the
Trustee is required to register such certificated Series A Securities in the
name of, and cause the same to be delivered to, such Person or Persons (or the
nominee of any thereof). All such certificated Series A Securities would be
required to include the Private Placement Legend.

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

                  At any time when the Company is not subject to Sections 13 or
15(d) of the Exchange Act, upon the written request of a Holder of a Series A
Security, the Company will promptly furnish or cause to be furnished such
information as is specified pursuant to Rule 144A(d)(4) under the Securities Act
(or any successor provision thereto) to such Holder or to a prospective
purchaser of such Series A Security who such Holder informs the Company is
reasonably believed to be a "Qualified Institutional Buyer" within the meaning
of Rule 144A under the Securities Act, as the case may be, in order to permit
compliance by such Holder with Rule 144A under the Securities Act.

                  No service charge shall be made for any registration of
transfer or exchange of Securities, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith.

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

                  THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS
PRINCIPLES THEREOF.

                  All terms used in this Security which are defined in the
Indenture and not otherwise defined herein shall have the meanings assigned to
them in the Indenture.

                  (b)      The form of the reverse of the Series B Securities
shall be substantially as follows:

                               PERKINELMER, INC.

               8 7/8% Senior Subordinated Note due 2013, Series B

                                       - -
<PAGE>
                  This Security is one of a duly authorized issue of Securities
of the Company designated as its 8 7/8% Senior Subordinated Notes due 2013,
Series B (herein called the "Securities"), initially limited (except as
otherwise provided in the Indenture referred to below) in aggregate principal
amount to $_________ , issued under and subject to the terms of an indenture
(herein called the "Indenture") dated as of December 26, 2002, among the
Company, the Guarantors and State Street Bank and Trust Company, as trustee
(herein called the "Trustee," which term includes any successor trustee under
the Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights, limitations
of rights, duties, obligations and immunities thereunder of the Company, the
Guarantors, the Trustee and the Holders of the Securities, and of the terms upon
which the Securities are, and are to be, authenticated and delivered.

                  The Company may, from time to time, without notice to or the
consent of the Holders of the Securities, create and issue Additional Securities
under the Indenture ranking equally with the Initial Securities in all respects
(or in all respects other than the payment of interest accruing prior to the
issue date of such Additional Securities or except for the first payment of
interest following the issue date of such Additional Securities), subject to the
limitations described in Section 1008 of the Indenture. Such Additional
Securities will be consolidated and form a single series with the Initial
Securities and have the same terms as to status, redemption or otherwise as the
Initial Securities.

                  The Securities are subject to redemption at any time on or
after January 15, 2008, at the option of the Company, in whole or in part, on
not less than 30 nor more than 60 days' prior notice, in amounts of $1,000 or an
integral multiple thereof, at the following redemption prices (expressed as
percentages of the principal amount), if redeemed during the 12-month period
beginning January 15th of the years indicated below:

<TABLE>
<CAPTION>
                    Redemption
Year                  Price
----                ----------
<S>                 <C>
2008                 104.438%
2009                 102.958%
2010                 101.479%
</TABLE>

and thereafter at 100% of the principal amount, in each case, together with
accrued and unpaid interest, if any, to the Redemption Date (subject to the
rights of Holders of record on relevant record dates to receive interest due on
an Interest Payment Date).

                  In addition, at any time prior to January 15, 2006, the
Company may, at its option, use the net proceeds of one or more Public Equity
Offerings to redeem up to an aggregate of 35% of the aggregate principal amount
of Securities issued under the Indenture (including the principal amount of any
Additional Securities issued under the Indenture) at a redemption price equal to
108.875% of the aggregate principal amount thereof, plus accrued and unpaid
interest thereon, if any, to the Redemption Date; provided that at least 65% of
the aggregate principal amount of Securities (including the principal amount of
any Additional Securities issued under the Indenture) remains outstanding
immediately after the occurrence of such redemption. In order to effect the
foregoing redemption, the Company must mail a notice of redemption no later

                                       - -
<PAGE>
than 30 days after the closing of the related Public Equity Offering and must
consummate such redemption within 60 days of the closing of the Public Equity
Offering.

                  If less than all of the Securities are to be redeemed, the
Trustee shall select the Securities or portions thereof to be redeemed in
compliance with the requirements of the principal national securities exchange,
if any, on which the Securities are listed or, if the Securities are not so
listed, pro rata, by lot or by any other method the Trustee shall deem fair and
reasonable.

                  Upon the occurrence of a Change of Control, each Holder may
require the Company to purchase such Holder's Securities in whole or in part in
integral multiples of $l,000, at a purchase price in cash in an amount equal to
101% of the principal amount thereof, plus accrued and unpaid interest, if any,
to the date of purchase, pursuant to a Change of Control Offer in accordance
with the procedures set forth in the Indenture.

                  Under certain circumstances described in the Indenture, the
Company will be required to apply the proceeds of Asset Sales to the repayment
of the Securities and Pari Passu Indebtedness.

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

                  In the event of redemption or repurchase of this Security in
accordance with the Indenture in part only, a new Security or Securities for the
unredeemed portion hereof shall be issued in the name of the Holder hereof upon
the cancellation hereof.

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

                  The Indenture contains provisions for defeasance at any time
of (a) the entire Indebtedness on the Securities and (b) certain restrictive
covenants and related Defaults and Events of Default, in each case upon
compliance with certain conditions set forth therein.

                  The Indenture permits, with certain exceptions (including
certain amendments permitted without the consent of any Holders and certain
amendments which require the consent of all the Holders) as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company and the Guarantors and the rights of the Holders under the Indenture and
the Securities and the Guarantees at any time by the Company and the Trustee
with the consent of the Holders of at least a majority in aggregate principal
amount of the Securities at the time Outstanding. The Indenture also contains
provisions permitting, with certain exceptions (including certain waivers which
require the consent of all of the Holders) as therein provided, the Holders of
at least a majority in aggregate principal amount of the Securities at the time
Outstanding, on behalf of the Holders of all the Securities, to waive

                                       - -
<PAGE>
compliance by the Company and the Guarantors with certain provisions of the
Indenture and the Securities and the Guarantees and certain past Defaults under
the Indenture and the Securities and the Guarantees and their consequences. Any
such consent or waiver by or on behalf of the Holder of this Security shall be
conclusive and binding upon such Holder and upon all future Holders of this
Security and of any Security issued upon the registration of transfer hereof or
in exchange herefor or in lieu hereof whether or not notation of such consent or
waiver is made upon this Security.

                  The Securities are, to the extent and manner provided in
Article Thirteen of the Indenture, subordinated and subject in right of payment
to the prior payment in full in cash (or in any other form as acceptable to the
holders of Senior Indebtedness) of all Senior Indebtedness.

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

                  As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Security is registrable in
the Security Register, upon surrender of this Security for registration of
transfer at the Corporate Trust Office or the office or agency of the Company in
the Borough of Manhattan, The City of New York, duly endorsed by, or accompanied
by a written instrument of transfer in form satisfactory to the Company and the
Security Registrar duly executed by, the Holder hereof or its attorney duly
authorized in writing, and thereupon one or more new Securities, of authorized
denominations and for the same aggregate principal amount, will be issued to the
designated transferee or transferees.

                  Certificated securities shall be transferred to all beneficial
holders in exchange for their beneficial interests in the Series B Securities if
(i) such Depositary (A) has notified the Company that it is unwilling or unable
to continue as Depositary for such Global Security or (B) has ceased to be a
clearing agency registered as such under the Exchange Act, and in either case
the Company fails to appoint a successor Depositary within 90 days, (ii) the
Company, at its option, notifies the Trustee in writing that it elects to cause
the issuance of the Securities in certificated form or (iii) there shall have
occurred and be continuing an Event of Default with respect to such Global
Security. Upon any such issuance, the Trustee is required to register such
certificated Series B Securities in the name of, and cause the same to be
delivered to, such Person or Persons (or the nominee of any thereof).

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

                                       - -
<PAGE>
                  No service charge shall be made for any registration of
transfer or exchange of Securities, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith.

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

                  THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS
PRINCIPLES THEREOF.

                  All terms used in this Security which are defined in the
Indenture and not otherwise defined herein shall have the meanings assigned to
them in the Indenture.

         Section 204.      Form of Guarantee.

                  The form of Guarantee shall be set forth on the Securities
(including both Series A Securities and Series B Securities) substantially as
follows:

                                   GUARANTEE

         For value received, each of the undersigned hereby absolutely, fully
and unconditionally and irrevocably guarantees, jointly and severally with each
other Guarantor, to the holder of this Security the payment of principal of,
premium, if any, and interest on this Security upon which these Guarantees are
endorsed in the amounts and at the time when due and payable whether by
declaration thereof, or otherwise, and interest on the overdue principal and
interest, if any, of this Security, if lawful, and the payment or performance of
all other obligations of the Company under the Indenture or the Securities, to
the holder of this Security and the Trustee, all in accordance with and subject
to the terms and limitations of this Security and Article Fourteen of the
Indenture. This Guarantee will not become effective until the Trustee duly
executes the certificate of authentication on this Security. These Guarantees
shall be governed by and construed in accordance with the laws of the State of
New York, without regard to conflict of law principles thereof. The Indebtedness
evidenced by these Guarantees is, to the extent and in the manner provided in
the Indenture, subordinate and subject in right of payment to the prior payment
in full in cash (or in any other form as acceptable to the holders of Senior
Guarantor Indebtedness) of all Senior Guarantor Indebtedness, whether
outstanding on the date of the Indenture or thereafter, and the Guarantees are
issued subject to such provisions.

Dated:
                                     Applied Surface Technology, Inc.
                                     CCS Packard, Inc.
                                     Carl Consumable Products, LLC
                                     Lumen Technologies, Inc.

                                       - -
<PAGE>
                                     NEN Life Sciences, Inc.
                                     Packard Bioscience Company
                                     Packard Instrument Company, Inc.
                                     PerkinElmer Instruments LLC
                                     PerkinElmer Labworks, Inc.
                                     PerkinElmer Life Sciences, Inc.
                                     PerkinElmer Optoelectronics NC, Inc.
                                     PerkinElmer Optoelectronics SC, Inc.
                                     PerkinElmer Holdings, Inc.
                                     PerkinElmer Automotive Research, Inc.

                                     By : __________________________
                                           Name:
                                           Title:

Attest: _______________________________
        Name:
        Title:

                                 ARTICLE THREE

                                 THE SECURITIES

         Section 301.      Title and Terms.

                  The initial aggregate principal amount of Securities which may
be authenticated and delivered under this Indenture is $300,000,000 in principal
amount of Securities, except for Securities authenticated and delivered upon
registration of transfer of, or in exchange for, or in lieu of, other Securities
pursuant to Section 303, 304, 305, 306, 307, 308, 906, 1012, 1015 or 1108.
Notwithstanding the foregoing, the Company may, from time to time, without
notice to or the consent of the Holders of Securities, create and issue
Additional Securities under this Indenture ranking equally with the Initial
Securities in all respects (or in all respects other than the payment of
interest accruing prior to the issue date of such Additional Securities or
except for the first payment of interest following the issue date of such
Additional Securities), subject to the limitations described in Section 1008
hereof. Such Additional Securities will be consolidated and form a single series
with the Initial Securities and have the same terms as to status, redemption or
otherwise as the Initial Securities.

                  The Securities shall be known and designated as the "8 7/8%
Senior Subordinated Notes due 2013" of the Company. The Stated Maturity of the
Securities shall be January 15, 2013, and the Securities shall each bear
interest at the rate of 8 7/8% per annum, as such interest rate may be adjusted
as set forth in the Securities, from December 26, 2002, or from the most recent
Interest Payment Date to which interest has been paid, payable semiannually on
January 15th and July 15th in each year, commencing July 15, 2003, until the
principal thereof is paid or duly provided for. Interest on any overdue
principal, interest (to the extent lawful) or premium, if any, shall be payable
on demand.

                                       - -
<PAGE>
                  The principal of, premium, if any, and interest on, the
Securities shall be payable and the Securities shall be exchangeable and
transferable at the Corporate Trust Office; provided, however, that payment of
interest may be made at the option of the Company by check mailed to addresses
of the Persons entitled thereto as shown on the Security Register.

                  For all purposes hereunder, the Series A Securities and the
Series B Securities will be treated as one class and are together referred to as
the "Securities." The Series A Securities rank pari passu in right of payment
with the Series B Securities.

                  The Securities shall be subject to repurchase by the Company
pursuant to an Offer as provided in Section 1012.

                  Holders shall have the right to require the Company to
purchase their Securities, in whole or in part, in the event of a Change of
Control pursuant to Section 1015.

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

                  The Indebtedness evidenced by the Securities shall rank junior
to and be subordinated in right of payment to the prior payment in full in cash
(or in any other form as acceptable to the holders of Senior Indebtedness) of
all other Senior Indebtedness.

                  At the election of the Company, the entire Indebtedness on the
Securities or certain of the Company's obligations and covenants and certain
Events of Default thereunder may be defeased as provided in Article Four.

         Section 302.      Denominations.

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

         Section 303.      Execution, Authentication, Delivery and Dating.

                  The Securities shall be executed on behalf of the Company by
one of its Chairman of the Board, its President, its Chief Executive Officer,
its Chief Financial Officer or one of its Vice Presidents whose signatures shall
be attested by its Clerk, its Secretary or one of its Assistant Secretaries or
Assistant Clerks. The signatures of any of these officers on the Securities may
be manual or facsimile.

                  Securities bearing the manual or facsimile signatures of
individuals who were at any time the proper officers of the Company shall bind
the Company, notwithstanding that such individuals or any of them have ceased to
hold such offices prior to the authentication and delivery of such Securities or
did not hold such offices at the date of such Securities.

                  At any time and from time to time after the execution and
delivery of this Indenture, the Company may deliver Securities executed by the
Company to the Trustee (with Guarantees endorsed thereon) for authentication,
together with a Company Order for the authentication and delivery of such
Securities; and the Trustee in accordance with such Company

                                       - -
<PAGE>
Order shall authenticate and deliver such Securities as provided in this
Indenture and not otherwise.

                  Each Security shall be dated the date of its authentication.

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

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

                  The Trustee may appoint an authenticating agent reasonably
acceptable to the Company to authenticate Securities on behalf of the Trustee.
Unless limited by the terms of such appointment, an authenticating agent may
authenticate Securities 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 any Security Registrar or
Paying Agent to deal with the Company and the Guarantors.

         Section 304.      Temporary Securities.

                  Pending the preparation of definitive Securities, the Company
may execute, and upon Company Order the Trustee shall authenticate and deliver,
temporary Securities which are printed, lithographed, typewritten or otherwise
produced, in any authorized denomination, substantially of the tenor of the
definitive Securities in lieu of which they are issued and with such appropriate
insertions, omissions, substitutions and other variations as the officers

                                       - -
<PAGE>
executing such Securities may determine, as conclusively evidenced by their
execution of such Securities.

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

         Section 305.      Registration, Registration of Transfer and Exchange.

                  The Company shall cause the Trustee to keep, so long as it is
the Security Registrar, at the Corporate Trust Office of the Trustee, or such
other office as the Trustee may designate, a register (the register maintained
in such office or in any other office or agency designated pursuant to Section
1002 being herein sometimes referred to as the "Security Register") in which,
subject to such reasonable regulations as the Security Registrar may prescribe,
the Company shall provide for the registration of Securities and of transfers of
Securities. The Trustee shall initially be the "Security Registrar" for the
purpose of registering Securities and transfers of Securities as herein
provided. The Company may change the Security Registrar or appoint one or more
co-Security Registrars without notice.

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

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

                  At the option of the Holder, Securities of any authorized
denomination or denominations may be exchanged for other Securities of a like
aggregate principal amount, upon surrender of the Securities to be exchanged at
such office or agency. Whenever any Securities are so surrendered for exchange,
the Company shall execute, and the Trustee shall authenticate and deliver,
Securities of the same series which the Holder making the exchange is entitled
to receive; provided that no exchange of Series A Securities for Series B
Securities shall occur until an Exchange Offer Registration Statement shall have
been declared effective by the Commission and the Exchange Offer shall have
expired; and provided, further, however that the Series A Securities exchanged
for the Series B Securities shall be canceled.

                                       - -
<PAGE>
                  All Securities issued upon any registration of transfer or
exchange of Securities shall be the valid obligations of the Company, evidencing
the same Indebtedness, and entitled to the same benefits under this Indenture,
as the Securities surrendered upon such registration of transfer or exchange.

                  Every Security presented or surrendered for registration of
transfer, or for exchange, repurchase or redemption, shall (if so required by
the Company or the Trustee) be duly endorsed, or be accompanied by a written
instrument of transfer in form satisfactory to the Company and the Security
Registrar, duly executed by the Holder thereof or his attorney duly authorized
in writing.

                  No service charge shall be made to a Holder for any
registration of transfer, exchange or redemption of Securities, except for any
tax or other governmental charge that may be imposed in connection therewith,
other than exchanges pursuant to Sections 303, 304, 305, 308, 906, 1012, 1015 or
1108 not involving any transfer.

                  The Company shall not be required (a) to issue, register the
transfer of or exchange any Security during a period beginning at the opening of
business 15 days before the mailing of a notice of redemption of the Securities
selected for redemption under Section 1104 and ending at the close of business
on the day of such mailing or (b) to register the transfer of or exchange any
Security so selected for redemption in whole or in part, except the unredeemed
portion of Securities being redeemed in part.

                  Every Security shall be subject to the restrictions on
transfer provided in the legend required to be set forth on the face of each
Security pursuant to Section 202, and the restrictions set forth in this Section
305, and the Holder of each Security, by such Holder's acceptance thereof (or
interest therein), agrees to be bound by such restrictions on transfer.

                  Except as provided in Section 306(b) hereof, any Security
authenticated and delivered upon registration of transfer of, or in exchange
for, or in lieu of, any Global Security, whether pursuant to this Section 305,
Section 304, 308, 906 or 1108 or otherwise, shall also be a Global Security and
bear the legend specified in Section 202.

         Section 306.      Book Entry Provisions for Global Securities.

                  (a) Each Global Security initially shall (i) be registered in
the name of the Depositary for such Global Security or the nominee of such
Depositary, (ii) be deposited with, or on behalf of, the Depositary or with the
Trustee as custodian for such Depositary and (iii) bear legends as set forth in
Section 202.

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

                                       - -
<PAGE>
the Depositary and its Agent Members, the operation of customary practices
governing the exercise of the rights of a holder of any Security.

                  (b)      Notwithstanding any other provision in this
Indenture, no Global Security may be exchanged in whole or in part for
Securities registered, and no transfer of a Global Security in whole or in part
may be registered, in the name of any Person other than the Depositary for such
Global Security or a nominee thereof unless (i) such Depositary (A) has notified
the Company that it is unwilling or unable to continue as Depositary for such
Global Security or (B) has ceased to be a clearing agency registered as such
under the Exchange Act, and in either case the Company fails to appoint a
successor Depositary within 90 days, (ii) the Company, at its option, executes
and delivers to the Trustee a Company Order stating that it elects to cause the
issuance of the Securities in certificated form and that all Global Securities
shall be exchanged in whole for Securities that are not Global Securities (in
which case such exchange shall be effected by the Trustee) or (iii) there shall
have occurred and be continuing an Event of Default with respect to such Global
Security.

                  (c)      If any Global Security is to be exchanged for other
Securities or canceled in whole, it shall be surrendered by or on behalf of the
Depositary or its nominee to the Trustee, as Security Registrar, for exchange or
cancellation as provided in this Article Three. If any Global Security is to be
exchanged for other Securities or canceled in part, or if another Security is to
be exchanged in whole or in part for a beneficial interest in any Global
Security, then either (i) such Global Security shall be so surrendered for
exchange or cancellation as provided in this Article Three or (ii) the principal
amount thereof shall be reduced or increased by an amount equal to the portion
thereof to be so exchanged or canceled, or equal to the principal amount of such
other Security to be so exchanged for a beneficial interest therein, as the case
may be, by means of an appropriate adjustment made on the records of the
Trustee, as Security Registrar, whereupon the Trustee, in accordance with the
Applicable Procedures, shall instruct the Depositary or its authorized
representative to make a corresponding adjustment to its records. Upon any such
surrender or adjustment of a Global Security, the Trustee shall, subject to this
Section 306(c) and as otherwise provided in this Article Three, authenticate and
deliver any Securities issuable in exchange for such Global Security (or any
portion thereof) to or upon the order of, and registered in such names as may be
directed by, the Depositary or its authorized representative. Upon the request
of the Trustee in connection with the occurrence of any of the events specified
in the preceding paragraph, the Company shall promptly make available to the
Trustee a reasonable supply of Securities that are not in the form of Global
Securities. The Trustee shall be entitled to rely upon any order, direction or
request of the Depositary or its authorized representative which is given or
made pursuant to this Article Three if such order, direction or request is given
or made in accordance with the Applicable Procedures.

                  (d)      The Depositary or its nominee, as registered owner of
a Global Security, shall be the Holder of such Global Security for all purposes
under this Indenture and the Securities, and owners of beneficial interests in a
Global Security shall hold such interests pursuant to the Applicable Procedures.
Accordingly, any such owner's beneficial interest in a Global Security will be
shown only on, and the transfer of such interest shall be effected only through,
records maintained by the Depositary or its nominee or its Agent Members.

                                       - -
<PAGE>
         Section 307.      Special Transfer and Exchange Provisions.

                  (a)      Certain Transfers and Exchanges. Transfers and
exchanges of Securities and beneficial interests in a Global Security of the
kinds specified in this Section 307 shall be made only in accordance with this
Section 307 and subject in each case to the Applicable Procedures.

                           (i)      Rule 144A Global Security to Regulation S
                  Global Security. If the owner of a beneficial interest in the
                  Rule 144A Global Security wishes at any time to transfer such
                  interest to a Person who wishes to acquire the same in the
                  form of a beneficial interest in the Regulation S Global
                  Security, such transfer may be effected only in accordance
                  with the provisions of this paragraph and paragraph (iv) below
                  and subject to the Applicable Procedures. Upon receipt by the
                  Trustee, as Security Registrar, of (a) an order given by the
                  Depositary or its authorized representative directing that a
                  beneficial interest in the Regulation S Global Security in a
                  specified principal amount be credited to a specified Agent
                  Member's account and that a beneficial interest in the Rule
                  144A Global Security in an equal principal amount be debited
                  from another specified Agent Member's account and (b) a
                  Regulation S Certificate in the form of Exhibit A hereto,
                  satisfactory to the Trustee and duly executed by the owner of
                  such beneficial interest in the Rule 144A Global Security or
                  his attorney duly authorized in writing, then the Trustee, as
                  Security Registrar but subject to paragraph (iv) below, shall
                  reduce the principal amount of the Rule 144A Global Security
                  and increase the principal amount of the Regulation S Global
                  Security by such specified principal amount as provided in
                  Section 306(c).

                           (ii)     Regulation S Global Security to Rule 144A
                  Global Security. If the owner of a beneficial interest in the
                  Regulation S Global Security wishes at any time to transfer
                  such interest to a Person who wishes to acquire the same in
                  the form of a beneficial interest in the Rule 144A Global
                  Security, such transfer may be effected only in accordance
                  with this paragraph (ii) and subject to the Applicable
                  Procedures. Upon receipt by the Trustee, as Security
                  Registrar, of (a) an order given by the Depositary or its
                  authorized representative directing that a beneficial interest
                  in the Rule 144A Global Security in a specified principal
                  amount be credited to a specified Agent Member's account and
                  that a beneficial interest in the Regulation S Global Security
                  in an equal principal amount be debited from another specified
                  Agent Member's account and (b) if such transfer is to occur
                  during the Restricted Period, a Restricted Securities
                  Certificate in the form of Exhibit B hereto, satisfactory to
                  the Trustee and duly executed by the owner of such beneficial
                  interest in the Regulation S Global Security or his attorney
                  duly authorized in writing, then the Trustee, as Security
                  Registrar, shall reduce the principal amount of the Regulation
                  S Global Security and increase the principal amount of the
                  Rule 144A Global Security by such specified principal amount
                  as provided in Section 306(c).

                           (iii)    Exchanges between Global Security and
                  Non-Global Security. Subject to the provisions of Section
                  306(c) herein, a beneficial interest in a Global

                                       - -
<PAGE>
                  Security may be exchanged for a Security that is not a Global
                  Security as provided in Section 307(b), provided that, if such
                  interest is a beneficial interest in the Rule 144A Global
                  Security, or if such interest is a beneficial interest in the
                  Regulation S Global Security and such exchange is to occur
                  during the Restricted Period, then such interest shall bear
                  the Private Placement Legend (subject in each case to Section
                  307(b)).

                           (iv)     Regulation S Global Security to be Held
                  Through Euroclear or Clearstream during Restricted Period. The
                  Company shall use its best efforts to cause the Depositary to
                  ensure that, until the expiration of the Restricted Period,
                  beneficial interests in the Regulation S Global Security may
                  be held only in or through accounts maintained at the
                  Depositary by Euroclear or Clearstream (or by Agent Members
                  acting for the account thereof), and no person shall be
                  entitled to effect any transfer or exchange that would result
                  in any such interest being held otherwise than in or through
                  such an account; provided that this paragraph (iv) shall not
                  prohibit any transfer or exchange of such an interest in
                  accordance with paragraph (ii) above.

                  (b)      Private Placement Legends. Rule 144A Securities and
their Successor Securities and Regulation S Securities and their Successor
Securities shall bear a Private Placement Legend, subject to the following:

                           (i)      subject to the following clauses of this
                  Section 307(b), a Security or any portion thereof which is
                  exchanged, upon transfer or otherwise, for a Global Security
                  or any portion thereof shall bear the Private Placement Legend
                  borne by such Global Security while represented thereby;

                           (ii)     subject to the following clauses of this
                  Section 307(b) and the provisions of Section 306(c) herein, a
                  new Security which is not a Global Security and is issued in
                  exchange for another Security (including a Global Security) or
                  any portion thereof, upon transfer or otherwise, shall bear
                  the Private Placement Legend borne by such other Security;

                           (iii)    all Securities sold or otherwise disposed of
                  pursuant to an effective registration statement under the
                  Securities Act, together with their respective Successor
                  Securities, shall not bear a Private Placement Legend;

                           (iv)     at any time after the Securities may be
                  freely transferred without registration under the Securities
                  Act or without being subject to transfer restrictions pursuant
                  to the Securities Act, a new Security which does not bear a
                  Private Placement Legend may be issued in exchange for or in
                  lieu of a Security (other than a Global Security) or any
                  portion thereof which bears such a legend if the Trustee has
                  received an Unrestricted Securities Certificate substantially
                  in the form of Exhibit C hereto, satisfactory to the Trustee
                  and duly executed by the Holder of such legended Security or
                  his attorney duly authorized in writing, and after such date
                  and receipt of such certificate, the Trustee shall
                  authenticate and

                                       - -
<PAGE>
                  deliver such new Security in exchange for or in lieu of such
                  other Security as provided in this Article Three;

                           (v)      a new Security which does not bear a Private
                  Placement Legend may be issued in exchange for or in lieu of a
                  Security (other than a Global Security) or any portion thereof
                  which bears such a legend if, in the Company's judgment,
                  placing such a legend upon such new Security is not necessary
                  to ensure compliance with the registration requirements of the
                  Securities Act, and the Trustee, at the direction of the
                  Company, shall authenticate and deliver such a new Security as
                  provided in this Article Three; and

                           (vi)     notwithstanding the foregoing provisions of
                  this Section 307(b), a Successor Security of a Security that
                  does not bear a particular form of Private Placement Legend
                  shall not bear such form of legend unless the Company has
                  reasonable cause to believe that such Successor Security is a
                  "restricted security" within the meaning of Rule 144, in which
                  case the Trustee, at the direction of the Company, shall
                  authenticate and deliver a new Security bearing a Private
                  Placement Legend in exchange for such Successor Security as
                  provided in this Article Three.

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

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

                  (c)      No Obligation of the Trustee.

                  The Trustee shall have no responsibility or obligation to any
beneficial owner of a Global Security, a member of, or a participant in the
Depository or other Person with respect to the accuracy of the books or records,
or the acts or omissions, of the Depository or its nominee or of any participant
or member thereof, with respect to any ownership interest in the Securities or
with respect to the delivery to any participant, member, beneficial owner or
other Person (other than the Depository) of any notice (including any notice of
redemption) or the payment of any amount, under or with respect to such
Securities. All notices and communications to be given to the Holders and all
payments to be made to Holders under the Securities shall be given or made only
to or upon the order of the registered Holders (which shall be the Depository or
its nominee in the case of a Global Security). The rights of beneficial owners
in any Global Security shall be exercised only through the Depository subject to
the Applicable Procedures of the Depository. The Trustee may rely and shall be
fully protected in relying upon information furnished by the Depository with
respect to its members, participants and any beneficial owners.

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

         Section 308.      Mutilated, Destroyed, Lost and Stolen Securities.

                  If (a) any mutilated Security is surrendered to the Trustee,
or (b) the Company and the Trustee receive evidence to their satisfaction of the
destruction, loss or theft of any Security, and there is delivered to the
Company, any Guarantor and the Trustee, such security or indemnity, in each
case, as may be required by them to save each of them harmless, then, in the
absence of notice to the Company, any Guarantor or the Trustee that such
Security has been acquired by a bona fide purchaser, the Company shall execute
and upon a Company Request the Trustee shall authenticate and deliver, in
exchange for any such mutilated Security or in lieu of any such destroyed, lost
or stolen Security, a replacement Security of like tenor and principal amount,
bearing a number not contemporaneously outstanding and each Guarantor shall
execute a replacement Guarantee.

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

                  Upon the issuance of any replacement Securities under this
Section, the Company may require the payment of a sum sufficient to pay all
documentary, stamp or similar issue or transfer taxes or other governmental
charges that may be imposed in relation thereto and any other expenses
(including the fees and expenses of the Trustee) connected therewith.

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

                  The provisions of this Section are exclusive and shall
preclude (to the extent lawful) all other rights and remedies with respect to
the replacement or payment of mutilated, destroyed, lost or stolen Securities.

         Section 309.      Payment of Interest; Interest Rights Preserved.

                  Interest on any Security which is payable, and is punctually
paid or duly provided for, on the Stated Maturity of such interest shall be paid
to the Person in whose name the Security (or any Predecessor Securities) is
registered at the close of business on the Regular Record Date for such interest
payment.

                                       - -
<PAGE>
                  Any interest on any Security which is payable, but is not
punctually paid or duly provided for, on the Stated Maturity of such interest,
and interest on such defaulted interest at the then applicable interest rate
borne by the Securities, to the extent lawful (such defaulted interest and
interest thereon herein collectively called "Defaulted Interest"), shall
forthwith cease to be payable to the Holder on the Regular Record Date; and such
Defaulted Interest may be paid by the Company, at its election in each case, as
provided in Subsection (a) or (b) below:

                  (a)      The Company may elect to make payment of any
                  Defaulted Interest to the Persons in whose names the
                  Securities (or any relevant Predecessor Securities) are
                  registered at the close of business on a Special Record Date
                  for the payment of such Defaulted Interest, which shall be
                  fixed in the following manner. The Company shall notify the
                  Trustee in writing of the amount of Defaulted Interest
                  proposed to be paid on each Security and the date (not less
                  than 30 days after such notice) of the proposed payment (the
                  "Special Payment Date"), and at the same time the Company
                  shall deposit with the Trustee an amount of money equal to the
                  aggregate amount proposed to be paid in respect of such
                  Defaulted Interest or shall make arrangements satisfactory to
                  the Trustee for such deposit prior to the Special Payment
                  Date, such money when deposited to be held in trust for the
                  benefit of the Persons entitled to such Defaulted Interest as
                  in this Subsection provided. Thereupon the Trustee shall fix a
                  Special Record Date for the payment of such Defaulted Interest
                  which shall be not more than 15 days and not less than 10 days
                  prior to the date of the Special Payment Date and not less
                  than 10 days after the receipt by the Trustee of the notice of
                  the proposed payment. The Trustee shall promptly notify the
                  Company in writing of such Special Record Date. In the name
                  and at the expense of the Company, the Trustee shall cause
                  notice of the proposed payment of such Defaulted Interest and
                  the Special Record Date therefor to be mailed, first-class
                  postage prepaid, to each Holder at its address as it appears
                  in the Security Register, not less than 10 days prior to such
                  Special Record Date. Notice of the proposed payment of such
                  Defaulted Interest and the Special Record Date and Special
                  Payment Date therefor having been so mailed, such Defaulted
                  Interest shall be paid to the Persons in whose names the
                  Securities are registered on such Special Record Date and
                  shall no longer be payable pursuant to the following
                  Subsection (b).

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

                  Subject to the foregoing provisions of this Section 309, each
Security delivered under this Indenture upon registration of transfer of or in
exchange for or in lieu of any other Security shall carry the rights to interest
accrued and unpaid, and to accrue, which were carried by such other Security.

                                       - -
<PAGE>
         Section 310.      CUSIP Numbers.

                  The Company in issuing the Securities may use "CUSIP" numbers
(if then generally in use), and the Company, or the Trustee on behalf of the
Company, shall use CUSIP numbers in notices of redemption or exchange as a
convenience to Holders; provided, however, that any such notice shall state that
no representation is made as to the correctness of such numbers either as
printed on the Securities or as contained in any notice of redemption or
exchange and that reliance may be placed only on the other identification
numbers printed on the Securities; and provided further, however, that failure
to use CUSIP numbers in any notice of redemption or exchange shall not affect
the validity or sufficiency of such notice.

         Section 311.      Persons Deemed Owners.

                  Prior to and at the time of due presentment of a Security for
registration of transfer, the Company, any Guarantor, the Trustee and any agent
of the Company, any Guarantor or the Trustee may treat the Person in whose name
any Security is registered as the owner of such Security for the purpose of
receiving payment of principal of, premium, if any, and (subject to Section 309)
interest on, such Security and for all other purposes whatsoever, whether or not
such Security is overdue, and neither the Company, any Guarantor, the Trustee
nor any agent of the Company, any Guarantor or the Trustee shall be affected by
notice to the contrary.

         Section 312.      Cancellation.

                  All Securities surrendered for payment, purchase, redemption,
registration of transfer or exchange shall be delivered to the Trustee and, if
not already canceled, shall be promptly canceled by it. The Company and any
Guarantor may at any time deliver to the Trustee for cancellation any Securities
previously authenticated and delivered hereunder which the Company or such
Guarantor may have acquired in any manner whatsoever, and all Securities so
delivered shall be promptly canceled by the Trustee. No Securities shall be
authenticated in lieu of or in exchange for any Securities canceled as provided
in this Section 312, except as expressly permitted by this Indenture. All
canceled Securities held by the Trustee shall be destroyed and certification of
their destruction delivered to the Company, unless by a Company Order received
by the Trustee prior to such destruction, the Company shall direct that the
canceled Securities be returned to it. The Trustee shall provide the Company a
list of all Securities that have been canceled from time to time as requested by
the Company.

         Section 313.      Computation of Interest.

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

                                       - -
<PAGE>
                                  ARTICLE FOUR

                       DEFEASANCE AND COVENANT DEFEASANCE

         Section 401.      Company's Option to Effect Defeasance or Covenant
                           Defeasance.

                  The Company may, at its option by Board Resolution, at any
time, with respect to the Securities, elect to have either Section 402 or
Section 403 be applied to all of the Outstanding Securities (the "Defeased
Securities"), upon compliance with the conditions set forth below in this
Article Four.

         Section 402.      Defeasance and Discharge.

                  Upon the Company's exercise under Section 401 of the option
applicable to this Section 402, the Company, each Guarantor and any other
obligor upon the Securities, if any, shall be deemed to have been discharged
from its obligations with respect to the Defeased Securities on the date the
conditions set forth in Section 404 below are satisfied (hereinafter,
"defeasance"). For this purpose, such defeasance means that the Company, each
Guarantor and any other obligor under this Indenture shall be deemed to have
paid and discharged the entire Indebtedness represented by the Defeased
Securities, which shall thereafter be deemed to be "Outstanding" only for the
purposes of Section 405 and the other Sections of this Indenture referred to in
(a) and (b) below, and to have satisfied all its other obligations under such
Securities and this Indenture insofar as such Securities are concerned (and the
Trustee, at the expense of the Company and upon Company Request, shall execute
proper instruments acknowledging the same), except for the following which shall
survive until otherwise terminated or discharged hereunder: (a) the rights of
Holders of Defeased Securities to receive, solely from the trust fund described
in Section 404 and as more fully set forth in such Section, payments in respect
of the principal of, premium, if any, and interest on, such Securities, when
such payments are due, (b) the Company's obligations with respect to such
Defeased Securities under Sections 304, 305, 308, 1002 and 1003, (c) the rights,
powers, trusts, duties and immunities of the Trustee hereunder, including,
without limitation, the Trustee's rights under Section 607, and (d) this Article
Four. Subject to compliance with this Article Four, the Company may exercise its
option under this Section 402 notwithstanding the prior exercise of its option
under Section 403 with respect to the Securities.

         Section 403.      Covenant Defeasance.

                  Upon the Company's exercise under Section 401 of the option
applicable to this Section 403, the Company and each Guarantor shall be released
from its obligations under any covenant or provision contained or referred to in
Sections 1005 through 1020, inclusive, and the provisions of clauses (3) and (5)
of Section 801(a), with respect to the Defeased Securities, on and after the
date the conditions set forth in Section 404 below are satisfied (hereinafter,
"covenant defeasance"), and the Defeased Securities shall thereafter be deemed
to be 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. For this purpose, such covenant defeasance
means that, with respect to the Defeased Securities, the Company and each
Guarantor

                                       - -
<PAGE>
may omit to comply with and shall have no liability in respect of any term,
condition or limitation set forth in any such Section, whether directly or
indirectly, by reason of any reference elsewhere herein to any such Section or
by reason of any reference in any such Section to any other provision herein or
in any other document and such omission to comply shall not constitute a Default
or an Event of Default under Section 501(c), and Defaults or Events of Default
under Section 501(d), (e) and (f) shall cease to apply, but, except as specified
above, the remainder of this Indenture and such Defeased Securities shall be
unaffected thereby.

         Section 404.      Conditions to Defeasance or Covenant Defeasance.

                  The following shall be the conditions to application of either
Section 402 or Section 403 to the Defeased Securities:

                  (1)      The Company shall irrevocably have deposited or
caused to be deposited with the Trustee as trust funds in trust for the purpose
of making the following payments, specifically pledged as security for, and
dedicated solely to, the benefit of the Holders of such Securities, (a) cash in
United States dollars in an amount, (b) U.S. Government Obligations which
through the scheduled payment of principal and interest in respect thereof in
accordance with their terms and with no further reinvestment will provide, not
later than one day before the due date of payment, money in an amount, or (c) a
combination thereof, in such amounts as will be sufficient, in the opinion of a
nationally recognized firm of independent public accountants or a nationally
recognized investment banking firm expressed in a written certification thereof
delivered to the Trustee, to pay and discharge, and which shall be applied by
the Trustee to pay and discharge, the principal of, premium, if any, and
interest on, the Defeased Securities, on the Stated Maturity of such principal
or interest (or on any date after January 15, 2008 (such date being referred to
as the "Defeasance Redemption Date") if at or prior to electing to exercise
either its option applicable to Section 402 or its option applicable to Section
403, the Company has delivered to the Trustee an irrevocable notice to redeem
the Defeased Securities on the Defeasance Redemption Date). For this purpose,
"U.S. Government Obligations" means securities that are (i) direct obligations
of the United States of America for the timely payment of which its full faith
and credit is pledged or (ii) obligations of a Person controlled or supervised
by and acting as an agency or instrumentality of the United States of America
the timely payment of which is unconditionally guaranteed as a full faith and
credit obligation by the United States of America, which, in either case, are
not callable or redeemable at the option of the issuer thereof, and shall also
include a depository receipt issued by a bank (as defined in Section 3(a)(2) of
the Securities Act), as custodian with respect to any such U.S. Government
Obligation or a specific payment of principal of or interest on any such U.S.
Government Obligation held by such custodian for the account of the holder of
such depository receipt, provided that (except as required by law) such
custodian is not authorized to make any deduction from the amount payable to the
holder of such depository receipt from any amount received by the custodian in
respect of the U.S. Government Obligation or the specific payment of principal
of or interest on the U.S. Government Obligation evidenced by such depository
receipt;

                  (2)      In the case of an election under Section 402, the
Company shall have delivered to the Trustee an Opinion of Independent Counsel in
the United States stating that (A) the Company has received from, or there has
been published by, the Internal Revenue Service a ruling or (B) since the date
hereof, there has been a change in the applicable federal

                                       - -
<PAGE>
income tax law, in either case to the effect that, and based thereon such
Opinion of Independent Counsel in the United States shall confirm that, the
Holders of the Outstanding Securities will not recognize income, gain or loss
for federal income tax purposes as a result of such 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 defeasance had not occurred;

                  (3)      In the case of an election under Section 403, the
Company shall have delivered to the Trustee an Opinion of Independent Counsel in
the United States to the effect that the Holders of the Outstanding Securities
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;

                  (4)      No Default or Event of Default shall have occurred
and be continuing on the date of such deposit or insofar as Section 501(g) or
(h) is concerned, at any time during the period ending on the 91st day after the
date of deposit (it being understood that this condition shall not be deemed
satisfied until the expiration of such period);

                  (5)      Such defeasance or covenant defeasance shall not
cause the Trustee for the Securities to have a conflicting interest in violation
of and for purposes of the Trust Indenture Act with respect to any securities of
the Company or any Guarantor;

                  (6)      Such defeasance or covenant defeasance shall not
result in a breach or violation of, or constitute a Default under, this
Indenture or any other material agreement or instrument to which the Company,
any Guarantor or any Restricted Subsidiary is a party or by which it is bound;

                  (7)      Such defeasance or covenant defeasance shall not
result in the trust arising from such deposit constituting an investment company
within the meaning of the Investment Company Act of 1940, as amended, unless
such trust shall be registered under such Act or exempt from registration
thereunder;

                  (8)      The Company will have delivered to the Trustee an
Opinion of Independent Counsel in the United States to the effect that (assuming
no Holder of the Securities would be considered an insider of the Company or any
Guarantor under any applicable bankruptcy or insolvency law and assuming no
intervening bankruptcy or insolvency of the Company or any Guarantor between the
date of deposit and the 9lst day following the deposit) after the 91st day
following the deposit, the trust funds will not be subject to the effect of any
applicable bankruptcy, insolvency, reorganization or similar laws affecting
creditors' rights generally which relates to preferences;

                  (9)      The Company shall have delivered to the Trustee an
Officers' Certificate stating that the deposit was not made by the Company with
the intent of preferring the holders of the Securities or any Guarantee over the
other creditors of the Company or any Guarantor with the intent of defeating,
hindering, delaying or defrauding creditors of the Company, any Guarantor or
others;

                                       - -
<PAGE>
                  (10)     No event or condition shall exist that would prevent
the Company from making payments of the principal of, premium, if any, and
interest on the Securities on the date of such deposit or at any time ending on
the 91st day after the date of such deposit; and

                  (11)     The Company shall have delivered to the Trustee an
Officers' Certificate and an Opinion of Independent Counsel, each stating that
all conditions precedent provided for relating to either the defeasance under
Section 402 or the covenant defeasance under Section 403 (as the case may be)
have been complied with.

                  Opinions of Counsel or Opinions of Independent Counsel
required to be delivered under this Section shall be in form and substance
reasonably satisfactory to the Trustee and may have qualifications customary for
opinions of the type required and counsel delivering such opinions may rely on
certificates of the Company or government or other officials customary for
opinions of the type required, which certificates shall be limited as to matters
of fact, including that various financial covenants have been complied with.

         Section 405.      Deposited Money and U.S. Government Obligations
to Be Held in Trust; Other Miscellaneous Provisions.

                  Subject to the provisions of the last paragraph of Section
1003, all United States dollars and U.S. Government Obligations (including the
proceeds thereof) deposited with the Trustee pursuant to Section 404 in respect
of the Defeased Securities shall be held in trust and applied by the Trustee, in
accordance with the provisions of such Securities and this Indenture, to the
payment, either directly or through any Paying Agent (excluding the Company or
any of its Affiliates acting as Paying Agent), as the Trustee may determine, to
the Holders of such Securities of all sums due and to become due thereon in
respect of principal, premium, if any, and interest, but such money need not be
segregated from other funds except to the extent required by law.

                  The Company shall pay and indemnify the Trustee against any
tax, fee or other charge imposed on or assessed against the U.S. Government
Obligations deposited pursuant to Section 404 or the principal and interest
received in respect thereof other than any such tax, fee or other charge which
by law is imposed, assessed or for the account of the Holders of the Defeased
Securities.

                  Anything in this Article Four to the contrary notwithstanding,
the Trustee shall deliver or pay to the Company from time to time upon Company
Request any United States dollars or U.S. Government Obligations held by it as
provided in Section 404 which, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee, are in excess of the amount thereof which would then
be required to be deposited to effect defeasance or covenant defeasance.

         Section 406.      Reinstatement.

                  If the Trustee or Paying Agent is unable to apply any United
States dollars or U.S. Government Obligations in accordance with Section 402 or
403, 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

                                       - -
<PAGE>
Securities and any Guarantor's obligations under any Guarantee shall be revived
and reinstated, with present and prospective effect, as though no deposit had
occurred pursuant to Section 402 or 403, as the case may be, until such time as
the Trustee or Paying Agent is permitted to apply all such United States dollars
or U.S. Government Obligations in accordance with Section 402 or 403, as the
case may be; provided, however, that if the Company makes any payment to the
Trustee or Paying Agent of principal of, premium, if any, or interest on any
Security following the reinstatement of its obligations, the Trustee or Paying
Agent shall promptly pay any such amount to the Holders of the Securities and
the Company shall be subrogated to the rights of the Holders of such Securities
to receive such payment from the United States dollars and U.S. Government
Obligations held by the Trustee or Paying Agent.

                                  ARTICLE FIVE

                                    REMEDIES

         Section 501.      Events of Default.

                  "Event of Default," wherever used herein, means any one of the
following events (whatever the reason for such Event of Default and whether it
shall be 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):

                  (a)      there shall be a default in the payment of any
interest on any Security when it becomes due and payable, and such default shall
continue for a period of 30 days (whether or not prohibited by the subordination
provisions of this Indenture);

                  (b)      there shall be a default in the payment of the
principal of (or premium, if any, on) any Security at its Maturity (upon
acceleration, optional or mandatory redemption, if any, required repurchase or
otherwise) (whether or not prohibited by the subordination provisions of this
Indenture);

                  (c)      (i) there shall be a default in the performance, or
breach, of any covenant or agreement of the Company or any Guarantor under this
Indenture or any Guarantee (other than a default in the performance, or breach,
of a covenant or agreement which is specifically dealt with in clause (a), (b)
or in clause (ii), (iii) or (iv) of this clause (c)) and such default or breach
shall continue for a period of 30 days after written notice has been given, by
certified mail, (x) to the Company by the Trustee or (y) to the Company and the
Trustee by the holders of at least 25% in aggregate principal amount of the
outstanding Securities; (ii) there shall be a default in the performance or
breach of the provisions described in Article Eight herein; (iii) the Company
shall have failed to make or consummate an Offer in accordance with the
provisions of Section 1012 herein; or (iv) the Company shall have failed to make
or consummate a Change of Control Offer in accordance with the provisions of
Section 1015 herein;

                  (d)      one or more defaults shall have occurred under any of
the agreements, indentures or instruments under which the Company, any Guarantor
or any Restricted Subsidiary then has outstanding Indebtedness in excess of $25
million, individually or in the aggregate, and either (i) such default results
from the failure to pay such Indebtedness at its stated final maturity

                                       - -
<PAGE>
and such default has not been cured or the Indebtedness repaid in full within
ten days of the default or (ii) such default or defaults have resulted in the
acceleration of the maturity of such Indebtedness and such acceleration has not
been rescinded or such Indebtedness repaid in full within ten days of the
acceleration;

                  (e)      any Guarantee shall for any reason cease to be, or
shall for any reason be asserted in writing by any Guarantor or the Company not
to be, in full force and effect and enforceable in accordance with its terms,
except to the extent contemplated by this Indenture and any such Guarantee;

                  (f)      one or more judgments, orders or decrees of any court
or regulatory or administrative agency for the payment of money in excess of $25
million, either individually or in the aggregate, shall be rendered against the
Company, any Significant Subsidiary or any group of Restricted Subsidiaries
which collectively (as of the latest audited consolidated financial statements
for the Company and its Restricted Subsidiaries) would constitute a Significant
Subsidiary or any of their respective properties and shall not be discharged and
there shall have been a period of 60 consecutive days during which a stay of
enforcement of such judgment or order, by reason of an appeal or otherwise,
shall not be in effect;

                  (g)      there shall have been the entry by a court of
competent jurisdiction of (i) a decree or order for relief in respect of the
Company, any Significant Subsidiary or any group of Restricted Subsidiaries
which collectively (as of the latest audited consolidated financial statements
for the Company and its Restricted Subsidiaries) would constitute a Significant
Subsidiary in an involuntary case or proceeding under any applicable Bankruptcy
Law or (ii) a decree or order adjudging the Company, any Significant Subsidiary
or any group of Restricted Subsidiaries which collectively (as of the latest
audited consolidated financial statements for the Company and its Restricted
Subsidiaries) would constitute a Significant Subsidiary bankrupt or insolvent,
or seeking reorganization, arrangement, adjustment or composition of or in
respect of the Company, any Significant Subsidiary or any group of Restricted
Subsidiaries which collectively (as of the latest audited consolidated financial
statements for the Company and its Restricted Subsidiaries) would constitute a
Significant Subsidiary under any applicable federal or state law, or appointing
a custodian, receiver, liquidator, assignee, trustee, sequestrator (or other
similar official) of the Company, any Significant Subsidiary or any group of
Restricted Subsidiaries which collectively (as of the latest audited
consolidated financial statements for the Company and its Restricted
Subsidiaries) would constitute a Significant Subsidiary or of any substantial
part of their respective properties, or ordering the winding up or liquidation
of their affairs, and any such decree or order for relief shall continue to be
in effect, or any such other decree or order shall be unstayed and in effect,
for a period of 60 consecutive days; or

                  (h)      (i) the Company, any Significant Subsidiary or any
group of Restricted Subsidiaries which collectively (as of the latest audited
consolidated financial statements for the Company and its Restricted
Subsidiaries) would constitute a Significant Subsidiary commences a voluntary
case or proceeding under any applicable Bankruptcy Law or any other case or
proceeding to be adjudicated bankrupt or insolvent, (ii) the Company, any
Significant Subsidiary or any group of Restricted Subsidiaries which
collectively (as of the latest audited consolidated financial statements for the
Company and its Restricted Subsidiaries) would constitute a Significant
Subsidiary consents to the entry of a decree or order for relief in respect of
the

                                       - -
<PAGE>
Company, such Significant Subsidiary or such group of Restricted Subsidiaries
which collectively (as of the latest audited consolidated financial statements
for the Company and its Restricted Subsidiaries) would constitute a Significant
Subsidiary in an involuntary case or proceeding under any applicable Bankruptcy
Law or to the commencement of any bankruptcy or insolvency case or proceeding
against it, (iii) the Company, any Significant Subsidiary or any group of
Restricted Subsidiaries which collectively (as of the latest audited
consolidated financial statements for the Company and its Restricted
Subsidiaries) would constitute a Significant Subsidiary files a petition or
answer or consent seeking reorganization or relief under any applicable federal
or state law, (iv) the Company, any Significant Subsidiary or any group of
Restricted Subsidiaries which collectively (as of the latest audited
consolidated financial statements for the Company and its Restricted
Subsidiaries) would constitute a Significant Subsidiary (1) consents to the
filing of such petition or the appointment of, or taking possession by, a
custodian, receiver, liquidator, assignee, trustee, sequestrator or similar
official of the Company, such Significant Subsidiary or such group of Restricted
Subsidiaries or of any substantial part of their respective properties, (2)
makes an assignment for the benefit of creditors or (3) admits in writing its
inability to pay its debts generally as they become due or (v) the Company, any
Significant Subsidiary or any group of Restricted Subsidiaries which
collectively (as of the latest audited consolidated financial statements for the
Company and its Restricted Subsidiaries) would constitute a Significant
Subsidiary takes any corporate action to authorize any such actions in this
paragraph (h).

         Section 502.      Acceleration of Maturity; Rescission and Annulment.

                  If an Event of Default (other than an Event of Default
specified in Sections 501(g) and (h) within) shall occur and be continuing with
respect to this Indenture, the Trustee or the holders of not less than 25% in
aggregate principal amount of the Securities then Outstanding may, and the
Trustee at the request of such holders shall, declare all unpaid principal of,
premium, if any, and accrued interest on all Securities to be due and payable
immediately, by a notice in writing to the Company (and to the Trustee if given
by the holders of the Securities) and upon any such declaration, such principal,
premium, if any, and interest shall become due and payable immediately. If an
Event of Default specified in clause (g) or (h) of Section 501 occurs and is
continuing, then all the Securities shall ipso facto become and be due and
payable immediately in an amount equal to the principal amount of the
Securities, together with accrued and unpaid interest, if any, to the date the
Securities become due and payable, without any declaration or other act on the
part of the Trustee or any holder. Thereupon, the Trustee may, at its
discretion, proceed to protect and enforce the rights of the holders of the
Securities by appropriate judicial proceedings.

                  After a declaration of acceleration with respect to the
Securities, but before a judgment or decree for payment of the money due has
been obtained by the Trustee as hereinafter in this Article provided, the
Holders of a majority in aggregate principal amount of the Securities
Outstanding, by written notice to the Company and the Trustee, may rescind and
annul such declaration and its consequences if:

                  (a)      the Company has paid or deposited with the Trustee a
sum sufficient to pay (i) 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, (ii)

                                       - -
<PAGE>
all overdue interest on all Outstanding Securities, (iii) the principal of and
premium, if any, on any Outstanding Securities which have become due otherwise
than by such declaration of acceleration and interest thereon at the rate borne
by the Securities, and (iv) to the extent that payment of such interest is
lawful, interest upon overdue interest at the rate borne by the Securities;

                  (b)      the rescission would not conflict with any judgment
or decree of a court of competent jurisdiction; and

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

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

         Section 503.      Suits for Enforcement by Trustee.

                  If an Event of Default specified in Section 501(a) or 501(b)
hereof occurs and is continuing, the Trustee, in its own name and as trustee of
an express trust, may institute a judicial proceeding for the collection of the
whole amount then due and payable on such Securities for principal and premium,
if any, and interest, with interest upon the overdue principal and premium, if
any, and, to the extent that payment of such interest shall be legally
enforceable, upon overdue installments of interest, at the rate borne by the
Securities, and, in addition thereto, 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, and may prosecute such proceeding to judgment or final decree, and
may enforce the same against the Company or any Guarantor or any other obligor
upon the Securities and collect the moneys adjudged or decreed to be payable in
the manner provided by law out of the property of the Company, any Guarantor or
any other obligor upon the Securities, wherever situated.

                  If an Event of Default occurs and is continuing, the Trustee
may in its discretion proceed to protect and enforce its rights and the rights
of the Holders under this Indenture or any Guarantee by such appropriate private
or judicial proceedings as the Trustee shall deem most effectual to protect and
enforce such rights, including seeking recourse against any Guarantor pursuant
to the terms of any Guarantee, whether for the specific enforcement of any
covenant or agreement in this Indenture or in aid of the exercise of any power
granted herein or therein, or to enforce any other proper remedy, including,
without limitation, seeking recourse against any Guarantor pursuant to the terms
of a Guarantee, or to enforce any other proper remedy, subject however to
Section 512. No recovery of any such judgment upon any property of the Company
or any Guarantor shall affect or impair any rights, powers or remedies of the
Trustee or the Holders.

         Section 504.      Trustee May File Proofs of Claim.

                  In case of the pendency of any receivership, insolvency,
liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or
other judicial proceeding relative to the Company or any other obligor,
including any Guarantor, upon the Securities or the property of

                                       - -
<PAGE>
the Company or of such other obligor or their creditors, the Trustee
(irrespective of whether the principal of the Securities shall then be due and
payable as therein expressed or by declaration or otherwise and irrespective of
whether the Trustee shall have made any demand on the Company for the payment of
overdue principal or interest) shall be entitled and empowered, by intervention
in such proceeding or otherwise,

                  (a)      to file and prove a claim for the whole amount of
principal, and premium, if any, and interest owing and unpaid in respect of the
Securities and to file such other papers or documents as may be necessary or
advisable in order to have the claims of the Trustee (including any claim for
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel) and of the Holders allowed in such judicial
proceeding,

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

                  (c)      to take such other action with respect to such
claims, including participating as a member of any official committee of
creditors, as it reasonably deems necessary or advisable;

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

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

         Section 505.      Trustee May Enforce Claims without Possession of
Securities.

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

         Section 506.      Application of Money Collected.

                  Any money collected by the Trustee pursuant to this Article or
otherwise on behalf of the Holders or the Trustee pursuant to this Article or
through any proceeding or any arrangement or restructuring in anticipation or in
lieu of any proceeding contemplated by this

                                       - -
<PAGE>
Article shall be applied, subject to applicable law, in the following order, at
the date or dates fixed by the Trustee and, in case of the distribution of such
money on account of principal, premium, if any, or interest, upon presentation
of the Securities and the notation thereon of the payment if only partially paid
and upon surrender thereof if fully paid:

                  FIRST: To the payment of all amounts due the Trustee under
Section 607;

                  SECOND: To the payment of the amounts then due and unpaid upon
the Securities for principal, premium, if any, and interest, in respect of which
or for the benefit of which such money has been collected, ratably, without
preference or priority of any kind, according to the amounts due and payable on
such Securities for principal, premium, if any, and interest; and

                  THIRD: The balance, if any, to the Person or Persons entitled
thereto, including the Company, provided that all sums due and owing to the
Holders and the Trustee have been paid in full as required by this Indenture.

                  The Trustee may fix a record date and payment date for any
payment to Holders pursuant to this Section. At least 15 days before such record
date, the Trustee shall mail to each Holder and the Company a notice that states
the record date, the payment date and the amount to be paid.

         Section 507.      Limitation on Suits.

                  No Holder of any Securities shall have any right to institute
any proceeding, judicial or otherwise, with respect to this Indenture or the
Securities, or for the appointment of a receiver or trustee, or for any other
remedy hereunder, unless

                  (a)      such Holder has previously given written notice to
the Trustee of a continuing Event of Default;

                  (b)      the Holders of not less than 25% in aggregate
principal amount of the Outstanding Securities shall have made written request
to the Trustee to institute proceedings in respect of such Event of Default in
its own name as trustee hereunder;

                  (c)      such Holder or Holders have offered to the Trustee a
reasonable indemnity against the costs, expenses and liabilities to be incurred
in compliance with such request;

                  (d)      the Trustee for 30 days after its receipt of such
notice, request and offer (and if requested, provision) of indemnity has failed
to institute any such proceeding; and

                  (e)      no direction inconsistent with such written request
has been given to the Trustee during such 30-day period by the Holders of a
majority in aggregate principal amount of the Outstanding Securities;

it being understood and intended that no one or more Holders shall have any
right in any manner whatever by virtue of, or by availing of, any provision of
this Indenture, any Security or any Guarantee to affect, disturb or prejudice
the rights of any other Holders, or to obtain or to seek to

                                       - -
<PAGE>
obtain priority or preference over any other Holders or to enforce any right
under this Indenture, any Security or any Guarantee, except in the manner
provided in this Indenture and for the equal and ratable benefit of all the
Holders.

         Section 508.      Unconditional Right of Holders to Receive Principal,
Premium and Interest.

                  Notwithstanding any other provision in this Indenture,
including Section 507 without limitation, the Holder of any Security shall have
the right based on the terms stated herein, which is absolute and unconditional,
to receive payment of the principal of, premium, if any, and (subject to Section
309) interest on such Security on the respective Stated Maturities expressed in
such Security (or, in the case of redemption or repurchase, on the Redemption
Date or the repurchase date) and to institute suit for the enforcement of any
such payment, and such rights shall not be impaired without the consent of such
Holder.

         Section 509.      Restoration of Rights and Remedies.

                  If the Trustee or any Holder has instituted any proceeding to
enforce any right or remedy under this Indenture or any Guarantee and such
proceeding has been discontinued or abandoned for any reason, or has been
determined adversely to the Trustee or to such Holder, then and in every such
case the Company, any Guarantor, any other obligor on the Securities, the
Trustee and the Holders shall, subject to any determination in such proceeding,
be restored severally and respectively to their former positions hereunder, and
thereafter all rights and remedies of the Trustee and the Holders shall continue
as though no such proceeding had been instituted.

         Section 510.      Rights and Remedies Cumulative.

                  No right or remedy herein conferred upon or reserved to the
Trustee or to the Holders is intended to be exclusive of any other right or
remedy, and every right and remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given hereunder or
now or hereafter existing at law or in equity or otherwise. The assertion or
employment of any right or remedy hereunder, or otherwise, shall not prevent the
concurrent assertion or employment of any other appropriate right or remedy.

         Section 511.    Delay or Omission Not Waiver.

                  No delay or omission of the Trustee or of any Holder of any
Security to exercise any right or remedy accruing upon any Event of Default
shall impair any such right or remedy or constitute a waiver of any such Event
of Default or an acquiescence therein. Every right and remedy given by this
Article or by law to the Trustee or to the Holders may be exercised from time to
time, and as often as may be deemed expedient, by the Trustee or by the Holders,
as the case may be.

         Section 512.      Control by Holders.

                  The Holders of not less than a majority in aggregate principal
amount of the Outstanding Securities shall have the right to direct the time,
method and place of conducting

                                       - -
<PAGE>
any proceeding for exercising any remedy available to the Trustee, or exercising
any trust or power conferred on the Trustee, provided that

                  (a)      such direction shall not be in conflict with any rule
of law or with this Indenture (including, without limitation, Section 507) or
any Guarantee, expose the Trustee to personal liability, or be unduly
prejudicial to Holders not joining therein; and

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

                  Prior to taking any action hereunder, the Trustee shall be
entitled to indemnification from the Holders satisfactory to it in its sole
discretion against all losses and expenses caused by taking or not taking such
action.

         Section 513.      Waiver of Past Defaults.

                  The Holders of not less than a majority in aggregate principal
amount of the Outstanding Securities may on behalf of the Holders of all
Outstanding Securities waive any past Default hereunder and its consequences,
except:

                  (a)      an uncured Default in the payment of the principal
of, premium, if any, or interest on any Security (which may only be waived with
the consent of each Holder of Securities effected); or

                  (b)      a Default in respect of a covenant or a provision
hereof which under this Indenture cannot be modified or amended without the
consent of the Holder of each Security Outstanding affected by such modification
or amendment.

                  Upon any such waiver, such Default shall cease to exist, and
any Event of Default arising therefrom shall be deemed to have been cured, for
every purpose of this Indenture; but no such waiver shall extend to any
subsequent or other Default or impair any right consequent thereon.

         Section 514.      Undertaking for Costs.

                  All parties to this Indenture agree, and each Holder of any
Security by his acceptance thereof shall be deemed to have agreed, that any
court may in its discretion require, in any suit for the enforcement of any
right or remedy under this Indenture, or in any suit against the Trustee for any
action taken, suffered or omitted by it as Trustee, the filing by any party
litigant in such suit of an undertaking to pay the costs of such suit, and that
such court may in its discretion assess reasonable costs, including reasonable
attorneys' fees, against any party litigant in such suit, having due regard to
the merits and good faith of the claims or defenses made by such party litigant,
but the provisions of this Section shall not apply to any suit instituted by the
Trustee, to a suit by a Holder pursuant to Section 508 hereof or to any suit
instituted by any Holder, or group of Holders, holding in the aggregate more
than 10% in principal amount of the Outstanding Securities, or to any suit
instituted by any Holder for the enforcement of the payment of the principal of,
premium, if any, or interest on, any Security on or after the

                                       - -
<PAGE>
respective Stated Maturities expressed in such Security (or, in the case of
redemption, on or after the Redemption Date).

         Section 515.      Waiver of Stay, Extension or Usury Laws.

                  Each of the Company and the Guarantors covenants (to the
extent that it may lawfully do so) that it will not at any time insist upon, or
plead, or in any manner whatsoever claim or take the benefit or advantage of,
any stay or extension law or any usury or other law wherever enacted, now or at
any time hereafter in force, which would prohibit or forgive the Company or any
Guarantor from paying all or any portion of the principal of, premium, if any,
or interest on the Securities contemplated herein or in the Securities or which
may affect the covenants or the performance of this Indenture; and each of the
Company and the Guarantors (to the extent that it may lawfully do so) hereby
expressly waives all benefit or advantage of any such law, and covenants that it
will not hinder, delay or impede the execution of any power herein granted to
the Trustee, but will suffer and permit the execution of every such power as
though no such law had been enacted.

         Section 516.      Remedies Subject to Applicable Law.

                  All rights, remedies and powers provided by this Article Five
may be exercised only to the extent that the exercise thereof does not violate
any applicable provision of law in the premises, and all the provisions of this
Indenture are intended to be subject to all applicable mandatory provisions of
law which may be controlling in the premises and to be limited to the extent
necessary so that they will not render this Indenture invalid, unenforceable or
not entitled to be recorded, registered or filed under the provisions of any
applicable law.

                                  ARTICLE SIX

                                  THE TRUSTEE

         Section 601.      Duties of Trustee.

                  Subject to the provisions of Trust Indenture Act Sections
315(a) through 315(d):

                  (a)      if a Default or an Event of Default has occurred and
is continuing, the Trustee shall exercise such of the rights and powers vested
in it by this Indenture and use the same degree of care and skill in its
exercise thereof as a prudent person would exercise or use under the
circumstances in the conduct of his own affairs;

                  (b)      except during the continuance of a Default or an
 Event of Default:

                           (1)      the Trustee need perform only those duties
                  as are specifically set forth in this Indenture and no
                  covenants or obligations shall be implied in this Indenture
                  that are adverse to the Trustee; and

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

                                       - -
<PAGE>
                  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 to the
                  requirements of this Indenture;

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

                           (1)      this Subsection (c) does not limit the
                  effect of Subsection (b) of this Section 601;

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

                           (3)      the Trustee shall not be liable with respect
                  to any action it takes or omits to take in good faith, in
                  accordance with a direction of the Holders of a majority in
                  principal amount of Outstanding Securities relating to the
                  time, method and place of conducting any proceeding for any
                  remedy available to the Trustee, or exercising any trust or
                  power confirmed upon the Trustee under this Indenture;

                  (d)      no provision of this Indenture shall require the
Trustee to expend or risk its own funds or otherwise incur any financial
liability in the performance of any of its duties hereunder or in the exercise
of any of its rights or powers if it shall have reasonable grounds for believing
that repayment of such funds or adequate indemnity against such risk or
liability is not reasonably assured to it;

                  (e)      whether or not therein expressly so provided, every
provision of this Indenture that in any way relates to the Trustee is subject to
Subsections (a), (b), (c) and (d) of this Section 601; and

                  (f)      the Trustee shall not be liable for interest on any
money or assets received by it. Assets held in trust by the Trustee need not be
segregated from other assets except to the extent required by law.

         Section 602.      Notice of Defaults.

                  Within 90 days after a Responsible Officer of the Trustee
receives notice of the occurrence and continuance of any Default, the Trustee
shall transmit by mail to all Holders notice of such Default hereunder known to
the Trustee, unless such Default shall have been cured or waived; provided,
however, that, except in the case of a Default in the payment of the principal
of, premium, if any, or interest on any Security, the Trustee shall be protected
in withholding such notice if and so long as a trust committee of Responsible
Officers of the Trustee in good faith determines that the withholding of such
notice is in the interest of the Holders.

                                       - -
<PAGE>
         Section 603.      Certain Rights of Trustee.

                  Subject to the provisions of Section 601 hereof and Trust
Indenture Act Sections 315(a) through 315(d):

                  (a)      the Trustee may rely and shall be protected in acting
or refraining from acting upon receipt by it of any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction, consent,
order, bond, debenture, note, other evidence of Indebtedness or other paper or
document believed by it to be genuine and to have been signed or presented by
the proper party or parties;

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

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

                  (d)      the Trustee shall be under no obligation to exercise
any of the rights or powers vested in it by this Indenture at the request or
direction of any of the Holders pursuant to this Indenture, unless such Holders
shall have offered to the Trustee security or indemnity satisfactory to the
Trustee against the costs, expenses and liabilities which might be incurred
therein or thereby in compliance with such request or direction;

                  (e)      the Trustee shall not be liable for any action taken
or omitted by it in good faith and believed by it to be authorized or within the
discretion, rights or powers conferred upon it by this Indenture other than any
liabilities arising out of the gross negligence, bad faith or willful misconduct
of the Trustee;

                  (f)      the Trustee shall not be bound to make any
investigation into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction, consent,
order, approval, appraisal, bond, debenture, note, coupon, security or other
paper or document unless requested in writing to do so by the Holders of not
less than a majority in aggregate principal amount of the Securities then
Outstanding; provided that, if the payment within a reasonable time to the
Trustee of the costs, expenses or liabilities likely to be incurred by it in the
making of such investigation is, in the opinion of the Trustee, not reasonably
assured to the Trustee by the security afforded to it by the terms of this
Indenture, the Trustee may require reasonable indemnity against such expenses or
liabilities as a condition to proceeding; provided, further, the Trustee in its
discretion may make such further inquiry or investigation into such facts or
matters as it may deem fit, and, if the Trustee shall determine to make such
further inquiry or investigation, it shall be entitled to examine the books,
records and premises of the Company, personally or by agent or attorney;

                  (g)      the Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or through
agents or attorneys and the Trustee shall not

                                       - -
<PAGE>
be responsible for any misconduct or negligence on the part of any agent or
attorney appointed with due care by it hereunder;

                  (h)      before the Trustee acts or refrains from acting, it
may require an Officer's Certificate or an Opinion of Counsel; the Trustee shall
not be liable for any action it takes or omits to take in good faith in reliance
on the Officer's Certificate or Opinion of Counsel;

                  (i)      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 any event which is in fact
such a Default or Event of Default is received by the Trustee at the Corporate
Trust Office, and such notice references the bonds in this Indenture;

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

                  (k)      any permissive right or authority granted to the
Trustee shall not be construed as a mandatory duty.

         Section 604.      Trustee Not Responsible for Recitals, Dispositions of
Securities or Application of Proceeds Thereof.

                  The recitals contained herein and in the Securities, except
the Trustee's certificates of authentication, shall be taken as the statements
of the Company and the Guarantors, and the Trustee assumes no responsibility for
their correctness. The Trustee makes no representations as to the validity or
sufficiency of this Indenture or of the Securities, except that the Trustee
represents that it is duly authorized to execute and deliver this Indenture,
authenticate the Securities and perform its obligations hereunder and that the
statements made by it in any Statement of Eligibility and Qualification on Form
T-1 to be supplied to the Company will be true and accurate subject to the
qualifications set forth therein. The Trustee shall not be accountable for the
use or application by the Company of Securities or the proceeds thereof.

         Section 605.      Trustee and Agents May Hold Securities; Collections;
etc.

                  The Trustee, any Paying Agent, Security Registrar or any other
agent of the Company, in its individual or any other capacity, may become the
owner or pledgee of Securities, with the same rights it would have if it were
not the Trustee, Paying Agent, Security Registrar or such other agent and,
subject to Trust Indenture Act Sections 310 and 311, may otherwise deal with
the Company and receive, collect, hold and retain collections from the Company
with the same rights it would have if it were not the Trustee, Paying Agent,
Security Registrar or such other agent.

         Section 606.      Money Held in Trust.

                  All moneys received by the Trustee shall, until used or
applied as herein provided, be held in trust for the purposes for which they
were received, but need not be segregated from

                                       - -
<PAGE>
other funds except to the extent required by mandatory provisions of law. Except
for funds or securities deposited with the Trustee pursuant to Article Four, the
Trustee shall be required to invest all moneys received by the Trustee, until
used or applied as herein provided, in Temporary Cash Investments in accordance
with the written directions of the Company. The Trustee is hereby authorized, in
making or disposing of any investment permitted by this Indenture, to deal with
itself (in its individual capacity) or with any one or more of its affiliates,
whether it or such affiliate is acting as a subagent of the Trustee or for any
third person or dealing as principal for its own account.

         Section 607.      Compensation and Indemnification of Trustee and Its
Prior Claim.

                  The Company covenants and agrees to pay to the Trustee from
time to time, and the Trustee shall be entitled to, reasonable compensation for
all services rendered by it hereunder in accordance with the written agreements
between the Company and the Trustee (which compensation shall not be limited by
any provision of law in regard to the compensation of a trustee of an express
trust) and the Company covenants and agrees to pay or reimburse the Trustee and
each predecessor Trustee upon its request for all reasonable expenses,
disbursements and advances incurred or made by or on behalf of the Trustee in
accordance with any of the provisions of this Indenture (including the
reasonable compensation and the expenses and disbursements of its counsel and of
all agents and other persons not regularly in its employ) except any such
expense, disbursement or advance as may arise from its gross negligence, bad
faith or willful misconduct. The Company also covenants and agrees to indemnify
the Trustee and each predecessor Trustee for, and to hold it harmless against,
any claim, loss, liability, tax, assessment, governmental charge (other than
taxes applicable to the Trustee's compensation hereunder) or expense incurred
without gross negligence, bad faith or willful misconduct on its part, arising
out of or in connection with the acceptance or administration of this Indenture
or the trusts hereunder and its duties hereunder, including the costs of
enforcement of this Section 607 and the costs and expenses of defending itself
against or investigating any claim or liability in connection with the exercise
or performance of any of its powers or duties hereunder. The obligations of the
Company under this Section 607 to compensate and indemnify the Trustee and each
predecessor Trustee and to pay or reimburse the Trustee and each predecessor
Trustee for reasonable expenses, disbursements and advances shall constitute an
additional obligation hereunder and shall survive the satisfaction and discharge
of this Indenture and the resignation or removal of the Trustee and each
predecessor Trustee.

                  To secure the Company's payment obligations in this Section,
the Trustee shall have a lien prior to the Securities on all money or property
held or collected by the Trustee other than money or property held in trust to
pay principal of and interest on particular Securities. Such lien shall survive
the satisfaction and discharge of this Indenture and the resignation or removal
of the Trustee and each predecessor Trustee.

                  When the Trustee incurs expenses or renders services after the
occurrence of a Default specified in Sections 501(g) or (h) with respect to the
Company, 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 Bankruptcy Law.

                                       - -
<PAGE>
         Section 608.      Conflicting Interests.

                  The Trustee shall comply with the provisions of Section 310(b)
of the Trust Indenture Act; provided, however, that there shall be excluded from
the operation of Section 310(b)(1) of the Trust Indenture Act any indenture or
indentures under which other securities or certificates of interest or
participation in other securities of the Company are outstanding if the
requirements for such exclusion set forth in Section 310(b)(l) of the Trust
Indenture Act are met.

         Section 609.      Trustee Eligibility.

                  There shall at all times be a Trustee hereunder which shall be
eligible to act as trustee under Trust Indenture Act Section 310(a) and which
shall have a combined capital and surplus of at least $50,000,000, as set forth
in its most recent published annual report of condition. If at any time the
Trustee shall cease to be eligible in accordance with the provisions of this
Section 609, the Trustee shall resign immediately in the manner and with the
effect hereinafter specified in this Article.

         Section 610.      Resignation and Removal; Appointment of Successor
Trustee.

                  (a)      No resignation or removal of the Trustee and no
appointment of a successor trustee pursuant to this Article shall become
effective until the acceptance of appointment by the successor trustee under
Section 611.

                  (b)      The Trustee, or any trustee or trustees hereafter
appointed, may at any time resign by giving written notice thereof to the
Company. Upon receiving such notice of resignation, the Company shall promptly
appoint a successor trustee by written instrument executed by authority of the
Board of Directors of the Company, a copy of which shall be delivered to the
resigning Trustee and a copy to the successor trustee. If an instrument of
acceptance by a successor trustee shall not have been delivered to the Trustee
within 60 days after the giving of such notice of resignation, the resigning
Trustee may, or any Holder who has been a bona fide Holder of a Security for at
least six months may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the appointment of a successor
trustee. Such court may thereupon, after such notice, if any, as it may deem
proper, appoint and prescribe a successor trustee.

                  (c)      The Trustee may be removed at any time for any cause
or for no cause by an Act of the Holders of not less than a majority in
aggregate principal amount of the Outstanding Securities, delivered to the
Trustee and to the Company.

                  (d)      If at any time:

                           (1)      the Trustee shall fail to comply with the
                  provisions of Trust Indenture Act Section 310(b) after written
                  request therefor by the Company or by any Holder who has been
                  a bona fide Holder of a Security for at least six months,

                           (2)      the Trustee shall cease to be eligible under
                  Section 609 and shall fail to resign after written request
                  therefor by the Company or by any Holder who has been a bona
                  fide Holder of a Security for at least six months, or

                                       - -
<PAGE>
                           (3)      the Trustee shall become incapable of acting
                  or shall be adjudged a bankrupt or insolvent, or a receiver of
                  the Trustee or of its property shall be appointed or any
                  public officer shall take charge or control of the Trustee or
                  of its property or affairs for the purpose of rehabilitation,
                  conservation or liquidation,

then, in any case, (i) the Company by a Board Resolution may remove the Trustee,
or (ii) subject to Section 514, the Holder of any Security who has been a bona
fide Holder of a Security for at least six months may, on behalf of himself and
all others similarly situated, petition any court of competent jurisdiction for
the removal of the Trustee and the appointment of a successor trustee. Such
court may thereupon, after such notice, if any, as it may deem proper and
prescribe, remove the Trustee and appoint a successor trustee.

                  (e)      If the Trustee shall resign, be removed or become
incapable of acting, or if a vacancy shall occur in the office of Trustee for
any cause, the Company, by a Board Resolution, shall promptly appoint a
successor trustee and shall comply with the applicable requirements of Section
611. If, within 60 days after such resignation, removal or incapability, or the
occurrence of such vacancy, the Company has not appointed a successor Trustee, a
successor trustee may be appointed by the Act of the Holders of a majority in
principal amount of the Outstanding Securities delivered to the Company and the
retiring Trustee (or a court may appoint and prescribe a successor trustee
pursuant to clause 610(b) hereof). Such successor trustee so appointed shall
forthwith upon its acceptance of such appointment become the successor trustee.
If no successor trustee shall have been so appointed by the Company or the
Holders of the Securities and accepted appointment in the manner hereinafter
provided, the Trustee or the Holder of any Security who has been a bona fide
Holder for at least six months may, subject to Section 514, on behalf of himself
and all others similarly situated, petition any court of competent jurisdiction
for the appointment of a successor trustee.

                  (f)      The Company shall give notice of each resignation and
each removal of the Trustee and each appointment of a successor trustee by
mailing written notice of such event by first-class mail, postage prepaid, to
the Holders of Securities as their names and addresses appear in the Security
Register. Each notice shall include the name of the successor trustee and the
address of its Corporate Trust Office or agent hereunder.

         Section 611.      Acceptance of Appointment by Successor.

                  Every successor trustee appointed hereunder shall execute,
acknowledge and deliver to the Company and to the retiring Trustee an
instrument accepting such appointment, and thereupon the resignation or removal
of the retiring Trustee shall become effective and such successor trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee as if originally named
as Trustee hereunder; but, nevertheless, on the written request of the Company
or the successor trustee, upon payment of its charges pursuant to Section 607
then unpaid, such retiring Trustee shall pay over to the successor trustee all
moneys at the time held by it hereunder and shall execute and deliver an
instrument transferring to such successor trustee all such rights, powers,
duties and obligations. Upon request of any such successor trustee, the Company
shall execute any and all instruments for more fully and certainly vesting in
and confirming to such successor trustee all such rights and powers.

                                       - -
<PAGE>
                  No successor trustee with respect to the Securities shall
accept appointment as provided in this Section 611 unless at the time of such
acceptance such successor trustee shall be eligible to act as trustee under the
provisions of Trust Indenture Act Section 310(a) and this Article Six and shall
have a combined capital and surplus of at least $50,000,000 as set forth in its
most recent applicable published annual report of condition.

                  Upon acceptance of appointment by any successor trustee as
provided in this Section 611, the Company shall give notice thereof to the
Holders of the Securities, by mailing such notice to such Holders at their
addresses as they shall appear on the Security Register. If the acceptance of
appointment is substantially contemporaneous with the appointment, then the
notice called for by the preceding sentence may be combined with the notice
called for by Section 610. If the Company fails to give such notice within 10
days after acceptance of appointment by the successor trustee, the successor
trustee shall cause such notice to be given at the expense of the Company.

         Section 612.      Merger, Conversion, Consolidation or Succession to
Business.

                  Any corporation into which the Trustee may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Trustee shall be a
party, or any corporation succeeding to all or substantially all of the
corporate trust business of the Trustee (including the trust created by this
Indenture) shall be the successor of the Trustee hereunder, provided that such
corporation shall be eligible under Trust Indenture Act Section 310(a) and this
Article Six.

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

         Section 613.      Preferential Collection of Claims Against Company.

                  If and when the Trustee shall be or become a creditor of the
Company (or other obligor under the Securities), the Trustee shall be subject to
the provisions of the Trust Indenture Act regarding the collection of claims
against the Company (or any such other obligor). A Trustee who has resigned or
been removed shall be subject to Trust Indenture Act Section 311 (a) to the
extent indicated therein.

                                       - -
<PAGE>
                                 ARTICLE SEVEN

               HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

         Section 701.      Company to Furnish Trustee Names and Addresses of
Holders.

                  The Company will furnish or cause to be furnished to the
Trustee

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

                  (b)      at such other times as the Trustee may reasonably
request in writing, within 30 days after receipt by the Company of any such
request, a list of similar form and content to that in subsection (a) hereof as
of a date not more than 15 days prior to the time such list is furnished;

provided, however, that if and so long as the Trustee shall be the Security
Registrar, no such list need be furnished.

         Section 702.      Disclosure of Names and Addresses of Holders.

                  Holders may communicate pursuant to Trust Indenture Act
Section 312(b) with other Holders with respect to their rights under this
Indenture or the Securities, and the Trustee shall comply with Trust Indenture
Act Section 312(b). The Company, the Trustee, the Security Registrar and any
other Person shall have the protection of Trust Indenture Act Section 312(c).
Further, every Holder of Securities, by receiving and holding the same, agrees
with the Company and the Trustee that neither the Company nor the Trustee or any
agent of either of them shall be held accountable by reason of the disclosure of
any information as to the names and addresses of the Holders in accordance with
Trust Indenture Act Section 312, regardless of the source from which such
information was derived, and that the Trustee shall not be held accountable by
reason of mailing any material pursuant to a request made under Trust Indenture
Act Section 312.

         Section 703.      Reports by Trustee.

                  (a)      Within 60 days after May 15 of each year commencing
with the first May 15 after the issuance of Securities, the Trustee, if so
required under the Trust Indenture Act, shall transmit by mail to all Holders,
in the manner and to the extent provided in Trust Indenture Act Section 313(c),
a brief report dated as of such May 15 in accordance with and with respect to
the matters required by Trust Indenture Act Section 313(a). The Trustee shall
also transmit by mail to all Holders, in the manner and to the extent provided
in Trust Indenture Act Section 313(c), a brief report in accordance with and
with respect to the matters required by Trust Indenture Act Section 313(b)(2).

                  (b)      A copy of each report transmitted to Holders pursuant
to this Section 703 shall, at the time of such transmission, be mailed to the
Company and filed with each stock exchange, if any, upon which the Securities
are listed and also with the Commission. The Company will notify the Trustee
promptly if the Securities are listed on any stock exchange.

                                       - -
<PAGE>
         Section 704.      Reports by Company and Guarantors.

                  The Company, and each Guarantor, as the case may be, shall, in
accordance with Section 314(a) of the Trust Indenture Act:

                  (a)      file with the Trustee, within 15 days after the
Company or any Guarantor, as the case may be, is required to file the same with
the Commission, copies of the annual reports and of the information, documents
and other reports (or copies of such portions of any of the foregoing as the
Commission may from time to time by rules and regulations prescribe) which the
Company or any Guarantor may be required to file with the Commission pursuant to
Section 13 or Section 15(d) of the Exchange Act; or, if the Company or any
Guarantor, as the case may be, is not required to file information, documents or
reports pursuant to either of said Sections, then it shall file with the Trustee
and, to the extent permitted by law, the Commission, in accordance with the
rules and regulations prescribed from time to time by the Commission, such of
the supplementary and periodic information, documents and reports which may be
required pursuant to Section 13 of the Exchange Act in respect of a security
listed and registered on a national securities exchange as may be prescribed
from time to time in such rules and regulations;

                  (b)      file with the Trustee and the Commission, in
accordance with the rules and regulations prescribed from time to time by the
Commission, such additional information, documents and reports with respect to
compliance by the Company or any Guarantor, as the case may be, with the
conditions and covenants of this Indenture as are required from time to time by
such rules and regulations (including such information, documents and reports
referred to in Trust Indenture Act Section 314(a)); and

                  (c)      within 15 days after the filing thereof with the
Trustee, transmit by mail to all Holders in the manner and to the extent
provided in Trust Indenture Act Section 313(c), such summaries of any
information, documents and reports required to be filed by the Company or any
Guarantor, as the case may be, pursuant to subsections (a) and (b) of this
Section as are required by rules and regulations prescribed from time to time by
the Commission;

provided, however:

                  (i)      the Trustee shall be under no duty to review or
evaluate such reports and information, delivery to the Trustee being for the
purposes of making such reports and information available to it and to Holders
or Securities who may request such information; and

                  (ii)     delivery of such reports, information and documents
to the Trustee is for informational purposes only and the Trustee's receipt of
such shall not constitute constructive notice of any information contained
therein or determinable from information contained therein, including the
Company's compliance with any of its covenants hereunder (as to which the
Trustee is entitled to rely exclusively on an Officer's Certificate).

                                       - -
<PAGE>
                                 ARTICLE EIGHT

                     CONSOLIDATION, MERGER, SALE OF ASSETS

         Section 801.      Company and Guarantors May Consolidate, etc., Only on
Certain Terms.

                  (a)      The Company will not, in a single transaction or
through a series of related transactions, consolidate with or merge with or into
any other Person or sell, assign, convey, transfer, lease or otherwise dispose
of all or substantially all of its properties and assets to any Person or group
of Persons, or permit any of its Restricted Subsidiaries to enter into any such
transaction or series of transactions, if such transaction or series of
transactions, in the aggregate, would result in a sale, assignment, conveyance,
transfer, lease or disposition of all or substantially all of the properties and
assets of the Company and its Restricted Subsidiaries on a Consolidated basis to
any other Person or group of Persons (other than the Company or a Guarantor),
unless at the time and after giving effect thereto:

                           (1)      either (a) the Company will be the
                  continuing corporation or (b) the Person (if other than the
                  Company) formed by such consolidation or into which the
                  Company is merged or the Person which acquires by sale,
                  assignment, conveyance, transfer, lease or disposition all or
                  substantially all of the properties and assets of the Company
                  and its Restricted Subsidiaries on a Consolidated basis (the
                  "Surviving Entity") will be a corporation duly organized and
                  validly existing under the laws of the United States of
                  America, any state thereof or the District of Columbia and
                  such Person expressly assumes, by a supplemental indenture, in
                  a form reasonably satisfactory to the Trustee, all the
                  obligations of the Company under the Securities and this
                  Indenture and the Registration Rights Agreement, as the case
                  may be, and the Securities and this Indenture and the
                  Registration Rights Agreement will remain in full force and
                  effect as so supplemented (and any Guarantees will be
                  confirmed as applying to such Surviving Entity's obligations);

                           (2)      immediately before and immediately after
                  giving effect to such transaction on a pro forma basis (and
                  treating any Indebtedness not previously an obligation of the
                  Company or any of its Restricted Subsidiaries which becomes
                  the obligation of the Company or any of its Restricted
                  Subsidiaries as a result of such transaction as having been
                  incurred at the time of such transaction), no Default or Event
                  of Default will have occurred and be continuing;

                           (3)      immediately before and immediately after
                  giving effect to such transaction on a pro forma basis (on the
                  assumption that the transaction occurred on the first day of
                  the four-quarter period for which financial statements are
                  available ending immediately prior to the consummation of such
                  transaction with the appropriate adjustments with respect to
                  the transaction being included in such pro forma calculation),
                  the Company (or the Surviving Entity if the Company is not the
                  continuing obligor under this Indenture) could incur $1.00 of
                  additional Indebtedness (other than Permitted Indebtedness)
                  under Section 1008 hereof;

                                       - -
<PAGE>
                           (4)      at the time of the transaction, each
                  Guarantor, if any, unless it is the other party to the
                  transactions described above, will have by supplemental
                  indenture confirmed that its Guarantee shall apply to such
                  Person's obligations under this Indenture and the Securities;

                           (5)      at the time of the transaction, 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 1011 hereof are complied with; and

                           (6)      at the time of the transaction, the Company
                  or the Surviving Entity will have delivered, or caused to be
                  delivered, to the Trustee, in form and substance reasonably
                  satisfactory to the Trustee, an Officers' Certificate and an
                  Opinion of Counsel, each to the effect that such
                  consolidation, merger, transfer, sale, assignment, conveyance,
                  lease or other transaction and the supplemental indenture in
                  respect thereof comply with this Indenture and that all
                  conditions precedent therein provided for relating to such
                  transaction have been complied with.

                  (b)      Each Guarantor will not, and the Company will not
permit a Guarantor to, in a single transaction or through a series of related
transactions, consolidate with or merge with or into any other Person (other
than the Company or any Guarantor) or sell, assign, convey, transfer, lease or
otherwise dispose of all or substantially all of its properties and assets to
any Person or group of Persons (other than the Company or any Guarantor) or
permit any of its Restricted Subsidiaries to enter into any such transaction or
series of transactions if such transaction or series of transactions, in the
aggregate, would result in a sale, assignment, conveyance, transfer, lease or
disposition of all or substantially all of the properties and assets of the
Guarantor and its Restricted Subsidiaries on a Consolidated basis to any other
Person or group of Persons (other than the Company or any Guarantor), unless at
the time and after giving effect thereto:

                           (1)      either (a) the Guarantor will be the
                  continuing corporation in the case of a consolidation or
                  merger involving the Guarantor or (b) the Person (if other
                  than the Guarantor) formed by such consolidation or into which
                  such Guarantor is merged or the Person which acquires by sale,
                  assignment, conveyance, transfer, lease or disposition all or
                  substantially all of the properties and assets of the
                  Guarantor and its Restricted Subsidiaries on a Consolidated
                  basis (the "Surviving Guarantor Entity") will be a
                  corporation, limited liability company, limited liability
                  partnership, partnership or trust duly organized and validly
                  existing under the laws of the United States of America, any
                  state thereof or the District of Columbia and such Person
                  expressly assumes, by a supplemental indenture, in a form
                  reasonably satisfactory to the Trustee, all the obligations of
                  such Guarantor under its Guarantee of the Securities and this
                  Indenture and the Registration Rights Agreement and such
                  Guarantee, Indenture and Registration Rights Agreement will
                  remain in full force and effect;

                                       - -
<PAGE>
                           (2)      immediately before and immediately after
                  giving effect to such transaction on a pro forma basis, no
                  Default or Event of Default will have occurred and be
                  continuing; and

                           (3)      at the time of the transaction such
                  Guarantor or the Surviving Guarantor Entity will have
                  delivered, or caused to be delivered, to the Trustee, in form
                  and substance reasonably satisfactory to the Trustee, an
                  Officers' Certificate and an Opinion of Counsel, each to the
                  effect that such consolidation, merger, transfer, sale,
                  assignment, conveyance, lease or other transaction and the
                  supplemental indenture in respect thereof comply with this
                  Indenture and that all conditions precedent therein provided
                  for relating to such transaction have been complied with.

                  (c)      Notwithstanding the foregoing, the provisions of
paragraph (b) of this Section 801 shall not apply to any Guarantor whose
Guarantee of the Securities is unconditionally released and discharged in
accordance with paragraph (c) of Section 1013 herein.

         Section 802.      Successor Substituted.

                  Upon any consolidation or merger, or any sale, assignment,
conveyance, transfer, lease or disposition of all or substantially all of the
properties and assets of the Company or any Guarantor, if any, in accordance
with Section 801, the successor Person formed by such consolidation or into
which the Company or such Guarantor, as the case may be, is merged, or the
successor Person to which such sale, assignment, conveyance, transfer, lease or
disposition is made, shall succeed to, and be substituted for, and may exercise
every right and power of, the Company or such Guarantor, as the case may be,
under this Indenture, the Securities and/or the related Guarantee, as the case
may be, and the Registration Rights Agreement, with the same effect as if such
successor had been named as the Company or such Guarantor, as the case may be,
herein, in the Securities and/or in the Guarantee, as the case may be, and the
Registration Rights Agreement, and the Company and such Guarantor, as the case
may be, shall be discharged from all obligations and covenants under this
Indenture and the Securities or its Guarantee, as the case may be, and the
Registration Rights Agreement; provided that in the case of a transfer by lease,
the predecessor shall not be released from the payment of principal and interest
on the Securities or its Guarantee, as the case may be.

                                  ARTICLE NINE

                            SUPPLEMENTAL INDENTURES

         Section 901.      Supplemental Indentures and Agreements without
Consent of Holders.

                  Without the consent of any Holders, the Company, the
Guarantors, if any, and any other obligor under the Securities when authorized
by a Board Resolution, and the Trustee, at any time and from time to time, may
enter into one or more indentures supplemental hereto or agreements or other
instruments with respect to this Indenture, the Securities or any Guarantee, in
form reasonably satisfactory to the Trustee, for any of the following purposes:

                                       - -
<PAGE>
                  (a)      to evidence the succession of another Person to the
Company or a Guarantor or any other obligor upon the Securities, and the
assumption by any such successor of the covenants of the Company or such
Guarantor or obligor herein and in the Securities and in any Guarantee in
accordance with Article Eight;

                  (b)      to add to the covenants of the Company, any Guarantor
or any other obligor upon the Securities for the benefit of the Holders, or to
surrender any right or power conferred upon the Company or any Guarantor or any
other obligor upon the Securities, as applicable, herein, in the Securities or
in any Guarantee;

                  (c)      to cure any ambiguity, or to correct or supplement
any provision herein or in any supplemental indenture, the Securities or any
Guarantee which may be defective or inconsistent with any other provision
herein, in the Securities or any Guarantee or to make any other provisions with
respect to matters or questions arising under this Indenture, the Securities or
the Guarantees; provided that, in each case, such provisions shall not adversely
affect the interest of the Holders;

                  (d)      to comply with the requirements of the Commission in
order to effect or maintain the qualification of this Indenture under the Trust
Indenture Act, as contemplated by Section 905 or otherwise;

                  (e)      to add a Guarantor pursuant to the requirements of
Section 1013 hereof or otherwise;

                  (f)      to evidence and provide the acceptance of the
appointment of a successor trustee hereunder; or

                  (g)      to mortgage, pledge, hypothecate or grant a security
interest in favor of the Trustee for the benefit of the Holders as additional
security for the payment and performance of the Company's and any Guarantor's
Indenture Obligations, in any property, or assets, including any of which are
required to be mortgaged, pledged or hypothecated, or in which a security
interest is required to be granted to the Trustee pursuant to this Indenture or
otherwise.

         Section 902.      Supplemental Indentures and Agreements with Consent
of Holders.

                  Except as permitted by Section 901, with the consent of the
Holders of at least a majority in aggregate principal amount of the Outstanding
Securities (including consents obtained in connection with a tender offer or
exchange offer for Securities), by Act of said Holders delivered to the Company,
each Guarantor, if any, and the Trustee, the Company and each Guarantor (if a
party thereto) when authorized by Board Resolutions, and the Trustee may (i)
enter into an indenture or indentures supplemental hereto or agreements or other
instruments with respect to any Guarantee in form reasonably satisfactory to the
Trustee, for the purpose of adding any provisions to or amending, modifying or
changing in any manner or eliminating any of the provisions of this Indenture,
the Securities or any Guarantee (including but not limited to, for the purpose
of modifying in any manner the rights of the Holders under this Indenture, the
Securities or any Guarantee) or (ii) waive compliance with any provision in this
Indenture, the Securities or any Guarantee (other than waivers of past Defaults
covered by Section 513 and waivers of covenants which are covered by Section
1022); provided, however, that no such

                                       - -
<PAGE>
supplemental indenture, agreement or instrument shall, without the consent of
the Holder of each Outstanding Security affected thereby:

                  (a)      change the Stated Maturity of the principal of, or
any installment of interest on, or change to an earlier date any Redemption Date
of, or waive an uncured default in the payment of the principal of, premium, if
any, or interest on, any such Security or reduce the principal amount thereof or
the rate of interest thereon or any premium payable upon the redemption thereof,
or change the coin or currency in which the principal of any such Security or
any premium or the interest thereon is 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);

                  (b)      amend, change or modify the obligation of the Company
to make and consummate an Offer with respect to any Asset Sale or Asset Sales in
accordance with Section 1012 hereof 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 1015 hereof, including, in each case, amending, changing
or modifying any definitions related thereto;

                  (c)      reduce the percentage in principal amount of such
Outstanding Securities, the consent of whose Holders is required for any such
supplemental indenture, or the consent of whose Holders is required for any
waiver or compliance with certain provisions of this Indenture;

                  (d)      modify any of the provisions of this Section 902 or
Section 513 or 1022, except to increase the percentage of such Outstanding
Securities required for such actions or to provide that certain other provisions
of this Indenture cannot be modified or waived without the consent of the Holder
of each such Security affected thereby;

                  (e)      except as otherwise permitted under Article Eight,
consent to the assignment or transfer by the Company or any Guarantor of any of
its rights and obligations hereunder; or

                  (f)      amend or modify any of the provisions of this
Indenture relating to the subordination of the Securities or any Guarantee in
any manner adverse to the Holders of the Securities or any Guarantee.

                  Upon the written request of the Company and each Guarantor, if
any, accompanied by a copy of Board Resolutions authorizing the execution of any
such supplemental indenture or Guarantee, and upon the filing with the Trustee
of evidence of the consent of Holders as aforesaid, the Trustee shall join with
the Company and each Guarantor in the execution of such supplemental indenture
or Guarantee.

                  It shall not be necessary for any Act of Holders under this
Section 902 to approve the particular form of any proposed supplemental
indenture or Guarantee or agreement or instrument relating to any Guarantee, but
it shall be sufficient if such Act shall approve the substance thereof.

                                       - -
<PAGE>
         Section 903.      Execution of Supplemental Indentures and Agreements.

                  In executing, or accepting the additional trusts created by,
any supplemental indenture, agreement, instrument or waiver permitted by this
Article Nine or the modifications thereby of the trusts created by this
Indenture, the Trustee shall be entitled to receive, and (subject to Trust
Indenture Act Sections 315(a) through 315(d) and Section 602 hereof) shall be
fully protected in relying upon, an Opinion of Counsel and an Officers'
Certificate stating that the execution of such supplemental indenture, agreement
or instrument (a) is authorized or permitted by this Indenture and (b) does not
violate the provisions of any agreement or instrument evidencing any other
Indebtedness of the Company, any Guarantor or any other Restricted Subsidiary.
The Trustee may, but shall not be obligated to, enter into any such supplemental
indenture, agreement or instrument which affects the Trustee's own rights,
duties or immunities under this Indenture, any Guarantee or otherwise.

         Section 904.      Effect of Supplemental Indentures.

                  Upon the execution of any supplemental indenture under this
Article, this Indenture shall be modified in accordance therewith, and such
supplemental indenture shall form a part of this Indenture for all purposes; and
every Holder of Securities theretofore or thereafter authenticated and delivered
hereunder shall be bound thereby.

         Section 905.      Conformity with Trust Indenture Act.

                  Every supplemental indenture executed pursuant to this Article
Nine shall conform to the requirements of the Trust Indenture Act as then in
effect.

         Section 906.      Reference in Securities to Supplemental Indentures.

                  Securities authenticated and delivered after the execution of
any supplemental indenture pursuant to this Article Nine may, and shall if
required by the Trustee, bear a notation in form approved by the Trustee as to
any matter provided for in such supplemental indenture. If the Company shall so
determine, new Securities so modified as to conform, in the opinion of the
Trustee and the Board of Directors, to any such supplemental indenture may be
prepared and executed by the Company and each Guarantor and authenticated and
delivered by the Trustee in exchange for Outstanding Securities.

         Section 907.      Notice of Supplemental Indentures.

                  Promptly after the execution by the Company, any Guarantor and
the Trustee of any supplemental indenture pursuant to the provisions of Section
902, the Company shall give notice thereof to the Holders of each Outstanding
Security affected, in the manner provided for in Section 106, setting forth in
general terms the substance of such supplemental indenture. 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 supplemental indenture.

                                       - -
<PAGE>
         Section 908.      Revocation and Effects of Consents.

                  Until an amendment or waiver becomes effective, a consent to
it by a Holder of a Security is a continuing consent by the Holder and every
subsequent Holder of a Security or portion of a Security that evidences the same
Indebtedness as the consenting Holder's Security, even if a notation of the
consent is not made on any Security. However, any such Holder, or subsequent
Holder, may revoke the consent as to his Security or portion of a Security if
the Trustee receives the notice of revocation before the date the amendment or
waiver becomes effective. An amendment or waiver shall become effective in
accordance with its terms and thereafter bind every Holder.

                                  ARTICLE TEN

                                   COVENANTS

         Section 1001.     Payment of Principal, Premium and Interest.

                  The Company shall duly and punctually pay the principal of,
premium, if any, and interest on the Securities in accordance with the terms of
the Securities and this Indenture.

         Section 1002.     Maintenance of Office or Agency.

                  The Company shall maintain an office or agency where
Securities may be presented or surrendered for payment. The Company also will
maintain in The City of New York an office or agency where Securities may be
surrendered for registration of transfer, redemption or exchange and where
notices and demands to or upon the Company in respect of the Securities and this
Indenture may be served. The office of an affiliate of the Trustee, State Street
Bank and Trust Company, N.A., at its corporate trust office initially located at
61 Broadway, New York, New York 10005, will be such office or agency of the
Company, unless the Company shall designate and maintain some other office or
agency for one or more of such purposes. The Company will give prompt written
notice to the Trustee of the location and any change in the location of any such
offices or agencies. If at any time the Company shall fail to maintain any such
required offices or agencies or shall fail to furnish the Trustee with the
address thereof, such presentations, surrenders, notices and demands may be made
or served at the office of the Trustee and the Company hereby appoints the
Trustee such agent as its agent to receive all such presentations, surrenders,
notices and demands.

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

                  The Trustee shall initially act as Paying Agent for the
Securities.

                                       - -
<PAGE>
         Section 1003.     Money for Security Payments to Be Held in Trust.

                  If the Company or any of its Affiliates shall at any time act
as Paying Agent, it will, on or before each due date of the principal of,
premium, if any, or interest on any of the Securities, segregate and hold in
trust for the benefit of the Holders entitled thereto a sum sufficient to pay
the principal, premium, if any, or interest so becoming due until such sums
shall be paid to such Persons or otherwise disposed of as herein provided, and
will promptly notify the Trustee of its action or failure so to act.

                  If the Company or any of its Affiliates is not acting as
Paying Agent, the Company will, on or before each due date of the principal of,
premium, if any, or interest on any of the Securities, deposit with a Paying
Agent a sum in same day funds sufficient to pay the principal, premium, if any,
or interest so becoming due, such sum to be held in trust for the benefit of the
Persons entitled to such principal, premium or interest, and (unless such Paying
Agent is the Trustee) the Company will promptly notify the Trustee of such
action or any failure so to act.

                  If the Company is not acting as Paying Agent, the Company will
cause each Paying Agent other than the Trustee to execute and deliver to the
Trustee an instrument in which such Paying Agent shall agree with the Trustee,
subject to the provisions of this Section, that such Paying Agent will:

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

                  (b)      give the Trustee notice of any Default by the Company
or any Guarantor (or any other obligor upon the Securities) in the making of any
payment of principal, premium, if any, or interest on the Securities;

                  (c)      at any time during the continuance of any such
Default, upon the written request of the Trustee, forthwith pay to the Trustee
all sums so held in trust by such Paying Agent; and

                  (d)      acknowledge, accept and agree to comply in all
aspects with the provisions of this Indenture relating to the duties, rights and
liabilities of such Paying Agent.

                  The Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or
by Company Order direct any Paying Agent to pay, to the Trustee all sums held in
trust by the Company or such Paying Agent, such sums to be held by the Trustee
upon the same trusts as those upon which such sums were held by the Company or
such Paying Agent; and, upon such payment by any Paying Agent to the Trustee,
such Paying Agent shall be released from all further liability with respect to
such money.

                  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 Security and remaining unclaimed for two years after
such principal and premium, if any, or

                                       - -
<PAGE>
interest has become due and payable shall promptly be paid to the Company on
Company Request, or (if then held by the Company) shall be discharged from such
trust; and the Holder of such Security shall thereafter, as an unsecured general
creditor, look only to the Company for payment thereof, and all liability of the
Trustee or such Paying Agent with respect to such trust money, and all liability
of the Company as trustee thereof, shall thereupon cease.

         Section 1004.     Corporate Existence.

                  Subject to Article Eight, the Company shall do or cause to be
done all things necessary to preserve and keep in full force and effect the
corporate existence and related rights and franchises (charter and statutory) of
the Company and each Restricted Subsidiary; provided, however, that the Company
shall not be required to preserve any such right or franchise or the corporate
existence of any such Restricted Subsidiary if the Board of Directors of the
Company shall determine that the preservation thereof is no longer necessary or
desirable in the conduct of the business of the Company and its Restricted
Subsidiaries as a whole and that the loss thereof would not reasonably be
expected to have a material adverse effect on the ability of the Company to
perform its obligations hereunder; and provided, further, however, that the
foregoing shall not prohibit a sale, transfer or conveyance of a Restricted
Subsidiary or any of its assets in compliance with the terms of this Indenture.

         Section 1005.     Payment of Taxes and Other Claims.

                  The Company shall pay or discharge or cause to be paid or
discharged, on or before the date the same shall become due and payable, (a) all
taxes, assessments and governmental charges levied or imposed upon the Company
or any of its Restricted Subsidiaries shown to be due on any return of the
Company or any of its Restricted Subsidiaries or otherwise assessed or upon the
income, profits or property of the Company or any of its Restricted Subsidiaries
if failure to pay or discharge the same could reasonably be expected to have a
material adverse effect on the ability of the Company or any Guarantor to
perform its obligations hereunder and (b) all lawful claims for labor, materials
and supplies, which, if unpaid, would by law become a Lien upon the property of
the Company or any of its Restricted Subsidiaries, except for any Lien permitted
to be incurred under Section 1011, if failure to pay or discharge the same
could reasonably be expected to have a material adverse effect on the ability of
the Company or any Guarantor to perform its obligations hereunder; provided,
however, that the Company shall not be required to pay or discharge or cause to
be paid or discharged any such tax, assessment, charge or claim whose amount,
applicability or validity is being contested in good faith by appropriate
proceedings properly instituted and diligently conducted and in respect of which
appropriate reserves (in the good faith judgment of management of the Company)
are being maintained in accordance with GAAP.

         Section 1006.     Maintenance of Properties.

                  The Company shall cause all material properties owned by the
Company and its Restricted Subsidiaries or used or held for use in the conduct
of its business or the business of any of its Restricted Subsidiaries to be
maintained and kept in good condition, repair and working order (ordinary wear
and tear excepted) and supplied with all necessary equipment and will cause to
be made all necessary repairs, renewals, replacements, betterments and

                                       - -
<PAGE>
improvements thereof, all as in the reasonable judgment of the Company may be
consistent with sound business practice and necessary so that the business
carried on in connection therewith may be properly conducted at all times;
provided, however, that nothing in this Section shall prevent the Company from
discontinuing the maintenance of any of such properties if such discontinuance
is, in the reasonable judgment of the Company, not reasonably expected to have a
material adverse effect on the ability of the Company to perform its obligations
hereunder; and provided, further, however, that the foregoing shall not prohibit
a sale, transfer or conveyance of a Restricted Subsidiary or any of its
properties or assets in compliance with the terms of this Indenture.

         Section 1007.     Maintenance of Insurance.

                  The Company shall at all times keep all of its and its
Restricted Subsidiaries' properties which are of an insurable nature insured
with insurers, believed by the Company in good faith to be financially sound and
responsible, against loss or damage to the extent that property of similar
character is usually so insured by corporations similarly situated and owning
like properties in the same general geographic areas in which the Company and
its Restricted Subsidiaries operate, except where the failure to do so could not
reasonably be expected to have a material adverse effect on the ability of the
Company and its Restricted Subsidiaries to perform their obligations hereunder.

         Section 1008.     Limitation on Indebtedness.

                  (a)      The Company will not, and will not cause or permit
any of its Restricted Subsidiaries to, create, issue, incur, assume, guarantee
or otherwise in any manner become directly or indirectly liable for the payment
of or otherwise incur, contingently or otherwise (collectively, "incur"), any
Indebtedness (including any Acquired Indebtedness), unless (i) such Indebtedness
is incurred by the Company or any Guarantor or constitutes Acquired Indebtedness
of a Restricted Subsidiary and, in each case, the Company's Consolidated Fixed
Charge Coverage Ratio for the most recent four full fiscal quarters for which
financial statements are available immediately preceding the incurrence of such
Indebtedness taken as one period is at least equal to or greater than 2:l on or
prior to December 26, 2004 and at least equal to or greater than 2.5:1
thereafter, or (ii) such Indebtedness is incurred by a Restricted Subsidiary
that is not a Guarantor and the Company's Consolidated Fixed Charge Coverage
Ratio for the most recent four full fiscal quarters for which financial
statements are available immediately preceding the incurrence of such
Indebtedness taken as one period is at least equal to or greater than 3:1.

                  (b)      Notwithstanding the foregoing, the Company and, to
the extent specifically set forth below, the Restricted Subsidiaries, may incur
each and all of the following (collectively, the "Permitted Indebtedness"):

                  (i)      Indebtedness of the Company or any Guarantor (and,
         with respect to a Qualified Securitization Transaction, a
         Securitization Entity) under a Credit Facility in an aggregate
         principal amount at any one time outstanding not to exceed the greater
         of

                          (A)       $500 million, less, without duplication, (1)
                  any permanent repayment thereof with the proceeds of one or
                  more asset sales and (2) the amount

                                       - -
<PAGE>
                  by which any commitments thereunder are permanently reduced as
                  a result of repayment with the proceeds of one or more asset
                  sales, and

                          (B)       (1) 85% of accounts receivable of the
                  Company and its Restricted Subsidiaries as of the end of the
                  most recently ended fiscal quarter for which financial
                  statements are available, plus (2) 65% of inventory of the
                  Company and its Restricted Subsidiaries as of the end of the
                  most recently ended fiscal quarter for which financial
                  statements are available,

         provided that (a) the aggregate amount of Indebtedness incurred in
         connection with a Qualified Securitization Transaction may not exceed
         $100 million outstanding at any one time pursuant to this clause (i)
         and (b) to the extent Indebtedness is incurred by a Securitization
         Entity, in the event such Securitization Entity later ceases to qualify
         as a Securitization Entity, such Indebtedness will be deemed to be
         incurred at such time that it ceases to qualify;

                  (ii)     Indebtedness of the Company or any Restricted
         Subsidiary pursuant to (A) the Securities (excluding any Additional
         Securities) and any Guarantee of the Securities, and (B) any Securities
         issued in exchange for the Securities pursuant to the Registration
         Rights Agreement;

                  (iii)    Indebtedness of the Company or any Restricted
         Subsidiary outstanding on the date of this Indenture and not otherwise
         referred to in this definition of "Permitted Indebtedness;"

                  (iv)     Indebtedness of the Company owing to a Restricted
         Subsidiary; provided that any Indebtedness of the Company owing to a
         Restricted Subsidiary that is not a Guarantor is made pursuant to an
         intercompany note in the form attached to this Indenture and is
         unsecured and is subordinated in right of payment from and after such
         time as the Securities shall become due and payable (whether at Stated
         Maturity, acceleration or otherwise) to the payment and performance of
         the Company's obligations under the Securities; and provided, further,
         that any disposition, pledge or transfer of any such Indebtedness to a
         Person (other than a disposition, pledge or transfer to a Restricted
         Subsidiary of the Company) shall be deemed to be an incurrence of such
         Indebtedness by the Company or other obligor not permitted by this
         clause (iv);

                  (v)      Indebtedness of a Restricted Subsidiary owing to the
         Company or another Restricted Subsidiary; provided that any such
         Indebtedness is made pursuant to an intercompany note in the form
         attached to this Indenture; and provided, further, that (A) any
         disposition, pledge or transfer of any such Indebtedness to a Person
         (other than a disposition, pledge or transfer to the Company or a
         Restricted Subsidiary) shall be deemed to be an incurrence of such
         Indebtedness by the obligor not permitted by this clause (v), and (B)
         any transaction pursuant to which any Restricted Subsidiary, which has
         Indebtedness owing to the Company or any other Restricted Subsidiary,
         ceases to be a Restricted Subsidiary shall be deemed to be the
         incurrence of Indebtedness by such Restricted Subsidiary that is not
         permitted by this clause (v);

                                       - -
<PAGE>
                  (vi)     (a) guarantees of any Restricted Subsidiary of
         Indebtedness of the Company or any of its Restricted Subsidiaries which
         is permitted to be incurred under this Indenture, provided that such
         guarantees are made in accordance with Section 1013 herein to the
         extent required and (b) guarantees by the Company of Indebtedness of a
         Restricted Subsidiary (which Indebtedness by a Restricted Subsidiary is
         permitted to be incurred under this Indenture);

                  (vii)    obligations of the Company or any Restricted
         Subsidiary entered into in the ordinary course of business (A) pursuant
         to Interest Rate Agreements designed to protect the Company or any
         Restricted Subsidiary against fluctuations in interest rates in respect
         of Indebtedness of the Company or any Restricted Subsidiary as long as
         such obligations do not exceed the aggregate principal amount of such
         Indebtedness then outstanding, (B) under any Currency Hedging
         Agreements, relating to (1) Indebtedness of the Company or any
         Restricted Subsidiary and/or (2) obligations to purchase or sell assets
         or properties, in each case, incurred in the ordinary course of
         business of the Company or any Restricted Subsidiary; provided,
         however, that such Currency Hedging Agreements after being entered into
         do not increase the Indebtedness or other obligations of the Company or
         any Restricted Subsidiary outstanding other than as a result of
         fluctuations in foreign currency exchange rates or by reason of fees,
         indemnities and compensation payable thereunder or (C) under any
         Commodity Price Protection Agreements which after being entered into do
         not increase the amount of Indebtedness or other obligations of the
         Company or any Restricted Subsidiary outstanding other than as a result
         of fluctuations in commodity prices or by reason of fees, indemnities
         and compensation payable thereunder;

                  (viii)   Indebtedness of the Company or any Restricted
         Subsidiary represented by Capital Lease Obligations or Purchase Money
         Obligations or other Indebtedness incurred or assumed in connection
         with the acquisition or development of real or personal, movable or
         immovable, property in each case incurred for the purpose of financing
         or refinancing all or any part of the purchase price or cost of
         construction or improvement of property used in the business of the
         Company, in an aggregate principal amount pursuant to this clause
         (viii) not to exceed $30 million outstanding at any time (which amount
         may be refinanced from time to time so long as the total amount
         outstanding at any one time does not exceed $30 million); provided that
         the principal amount of any Indebtedness permitted under this clause
         (viii) did not in each case at the time of incurrence exceed the Fair
         Market Value, as determined by the Company in good faith, of the
         acquired or constructed asset or improvement so financed;

                  (ix)     Indebtedness of Foreign Subsidiaries in the aggregate
         principal amount of $30 million outstanding at any one time in the
         aggregate;

                  (x)      Indebtedness of the Company or any of its Restricted
         Subsidiaries in connection with letters of credit in connection with
         operations, surety, performance, appeal or similar bonds, bankers'
         acceptances, completion guarantees or similar instruments pursuant to
         self-insurance and workers' compensation obligations; provided that, in
         each case contemplated by this clause (x), upon the drawing of such
         instrument, such obligations are reimbursed within 30 days following
         such drawing; provided,

                                       - -
<PAGE>
         further, that such Indebtedness is not in connection with the borrowing
         of money or the obtaining of advances or credit;

                  (xi)     Indebtedness of the Company or any of its Restricted
         Subsidiaries 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 however, that such
         Indebtedness is extinguished within three Business Days of incurrence;

                  (xii)    Indebtedness of the Company to the extent the net
         proceeds thereof are promptly deposited to defease the Securities as
         described in Article Four herein;

                  (xiii)   shares of Preferred Stock of a Restricted Subsidiary
         issued to the Company or a Restricted Subsidiary; provided that (A) any
         subsequent transfer of any shares of such Preferred Stock (except to
         the Company or a Restricted Subsidiary) shall be deemed to be the
         incurrence of Preferred Stock that was not permitted by this clause
         (xiii) and (B) any transaction pursuant to which any Restricted
         Subsidiary, which has Preferred Stock issued to the Company or any
         other Restricted Subsidiary, ceases to be a Restricted Subsidiary shall
         be deemed the incurrence of Indebtedness that is not permitted in this
         clause (xiii);

                  (xiv)    Indebtedness of the Company or any Restricted
         Subsidiary arising from agreements for indemnification or purchase
         price adjustment obligations or similar obligations, earn-outs or other
         similar obligations or from guarantees or letters of credit, surety
         bonds or performance bonds securing any obligation of the Company or a
         Restricted Subsidiary pursuant to such an agreement, in each case,
         incurred or assumed in connection with the acquisition or disposition
         of any business, assets or Capital Stock of a Restricted Subsidiary;
         provided that the maximum assumable liability in respect of all such
         obligations shall at no time exceed the gross proceeds actually paid or
         received by the Company and any Restricted Subsidiary, including the
         Fair Market Value of non-cash proceeds;

                  (xv)     Guarantees by the Company or any Restricted
         Subsidiary in the ordinary course of business for the benefit of
         customers, suppliers and other business partners in the aggregate
         amount outstanding at any one time of $15 million;

                  (xvi)    any renewals, extensions, substitutions, refundings,
         refinancings or replacements (collectively, a "refinancing") of any
         Indebtedness incurred pursuant to paragraph (a) of this Section 1008
         and clauses (ii) and (iii) (other than Indebtedness pursuant to the
         6.8% Notes and the Zero Coupon Convertible Debentures) of this
         paragraph (b), including any successive refinancings so long as the
         borrower under such refinancing is the Company or, if not the Company,
         the same as the borrower of the Indebtedness being refinanced and the
         aggregate principal amount of Indebtedness represented thereby (or if
         such Indebtedness provides for an amount less than the principal amount
         thereof to be due and payable upon a declaration of acceleration of the
         maturity thereof, the original issue price of such Indebtedness plus
         any accreted value attributable thereto since the original issuance of
         such Indebtedness) is not increased by

                                       - -
<PAGE>
         such refinancing plus the lesser of (A) the stated amount of any
         premium or other payment required to be paid in connection with such a
         refinancing pursuant to the terms of the Indebtedness being refinanced
         or (B) the amount of premium or other payment actually paid at such
         time to refinance the Indebtedness, plus, in either case, the amount of
         expenses of the Company incurred in connection with such refinancing;
         and

                  (xvii)   Indebtedness of the Company or any Restricted
         Subsidiary in addition to that described in clauses (i) through (xvi)
         above, and any renewals, extensions, substitutions, refinancings or
         replacements of such Indebtedness, so long as the aggregate principal
         amount of all such Indebtedness shall not exceed $40 million
         outstanding at any one time in the aggregate.

                  (c)      For purposes of determining compliance with this
Section 1008, in the event that an item of Indebtedness meets the criteria of
more than one of the types of Indebtedness permitted by this Section 1008, the
Company in its sole discretion shall classify or reclassify such item of
Indebtedness and only be required to include the amount of such Indebtedness as
one of such types; provided that Indebtedness under the Credit Agreement and the
Company's existing receivables securitization facility which is in existence
following the Issue Date, and any renewals, extensions, substitutions,
refundings, refinancings or replacements thereof, in an amount not in excess of
the amount permitted to be incurred pursuant to clause (i) of paragraph (b)
above, shall be deemed to have been incurred pursuant to clause (i) of paragraph
(b) above rather than paragraph (a) above.

                  (d)      Indebtedness permitted by this Section 1008 need not
be permitted solely by reference to one provision permitting such Indebtedness
but may be permitted in part by one such provision and in part by one or more
other provisions of this Section 1008 permitting such Indebtedness.

                  (e)      Accrual of interest, accretion or amortization of
original issue discount and the payment of interest on any Indebtedness in the
form of additional Indebtedness with the same terms, the payment of dividends on
any Redeemable Capital Stock of the Company or a Restricted Subsidiary of the
Company in the form of additional shares of the same class of Redeemable Capital
Stock, and the payment of dividends on any Preferred Stock of a Restricted
Subsidiary in the form of additional shares of the same class of Preferred Stock
of a Restricted Subsidiary or in other Qualified Capital Stock of such
Restricted Subsidiary will not be deemed to be an incurrence of Indebtedness for
purposes of this Section 1008; provided, in each such case, that the amount
thereof as accrued (other than any payment in Qualified Capital Stock) is
included in the Consolidated Fixed Charge Coverage Ratio of the Company.

                  (f)      For purposes of determining compliance with any
dollar-denominated restriction on the incurrence of Indebtedness denominated in
a foreign currency, the dollar- equivalent principal amount of such Indebtedness
incurred pursuant thereto shall be calculated based on the relevant currency
exchange rate in effect on the date that such Indebtedness was incurred.

                  (g)      If Indebtedness is secured by a letter of credit that
serves only to secure such Indebtedness, then the total amount deemed incurred
shall be equal to the greater of (x) the

                                       - -
<PAGE>
principal of such Indebtedness and (y) the amount that may be drawn under such
letter of credit.

                  (h)      The amount of Indebtedness issued at a price less
than the amount of the liability thereof shall be determined in accordance with
GAAP.

         Section 1009.     Limitation on Restricted Payments.

                  (a)      The Company will not, and will not cause or permit
any Restricted Subsidiary to, directly or indirectly:

                  (i)      declare or pay any dividend on, or make any
                           distribution to holders of, any shares of the
                           Company's Capital Stock (other than dividends or
                           distributions payable solely in shares of its
                           Qualified Capital Stock or in options, warrants or
                           other rights to acquire shares of such Qualified
                           Capital Stock);

                  (ii)     purchase, redeem, defease or otherwise acquire or
                           retire for value, directly or indirectly, the
                           Company's Capital Stock or any Capital Stock of any
                           Affiliate of the Company, including any Subsidiary
                           (other than (a) Capital Stock of any Wholly Owned
                           Restricted Subsidiary of the Company or (b)
                           purchases, redemptions, defeasances or other
                           acquisitions made by a Restricted Subsidiary on a pro
                           rata basis from all stockholders of such Restricted
                           Subsidiary) or options, warrants or other rights to
                           acquire such Capital Stock;

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

                  (iv)     declare or pay any dividend or distribution on any
                           Capital Stock of any Restricted Subsidiary to any
                           Person (other than (a) to the Company or any of its
                           Wholly Owned Restricted Subsidiaries or (b) dividends
                           or distributions made by a Restricted Subsidiary on a
                           pro rata basis to all stockholders of such Restricted
                           Subsidiary); or

                  (v)      make any Investment in any Person (other than any
                           Permitted Investments);

(any of the foregoing actions described in clauses (i) through (v) above, other
than any such action that is a Permitted Payment (as defined below),
collectively, "Restricted Payments") (the amount of any such Restricted Payment,
if other than cash, shall be the Fair Market Value of the assets proposed to be
transferred, as determined by the Board of Directors of the Company, whose
determination shall be conclusive and evidenced by a Board Resolution), unless

         (1)      immediately before and immediately after giving effect to such
                  proposed Restricted Payment on a pro forma basis, no Default
                  or Event of Default shall have occurred and be continuing and
                  such Restricted Payment shall not be an event which is, or
                  after notice or lapse of time or both, would be, an "event of

                                       - -
<PAGE>
                  default" under the terms of any Indebtedness of the Company or
                  its Restricted Subsidiaries;

         (2)      immediately before and immediately after giving effect to such
                  Restricted Payment on a pro forma basis, the Company could
                  incur $1.00 of additional Indebtedness (other than Permitted
                  Indebtedness) under the provisions of Section 1008(a) herein;
                  and

         (3)      after giving effect to the proposed Restricted Payment, the
                  aggregate amount of all such Restricted Payments declared or
                  made after the date of this Indenture and all Designation
                  Amounts does not exceed the sum of:

                  (A)      50% of the aggregate Consolidated Net Income of the
                           Company accrued on a cumulative basis during the
                           period beginning on the first day of the Company's
                           fiscal quarter beginning prior to the date of this
                           Indenture and ending on the last day of the Company's
                           last fiscal quarter ending prior to the date of the
                           Restricted Payment (or, if such aggregate cumulative
                           Consolidated Net Income shall be a loss, minus 100%
                           of such loss);

                  (B)      the aggregate Net Cash Proceeds received after the
                           date of this Indenture by the Company either (1) as
                           capital contributions in the form of common equity to
                           the Company or (2) from the issuance or sale (other
                           than to any of its Subsidiaries) of Qualified Capital
                           Stock of the Company or any options, warrants or
                           rights to purchase such Qualified Capital Stock of
                           the Company (except, in each case, to the extent such
                           proceeds are used to purchase, redeem or otherwise
                           retire Capital Stock or Subordinated Indebtedness as
                           set forth below in clause (ii) or (iii) of paragraph
                           (b) below) (and excluding the Net Cash Proceeds from
                           the issuance of Qualified Capital Stock financed,
                           directly or indirectly, using funds borrowed from the
                           Company or any Subsidiary until and to the extent
                           such borrowing is repaid);

                  (C)      the aggregate Net Cash Proceeds received after the
                           date of this Indenture by the Company (other than
                           from any of its Subsidiaries) upon the exercise of
                           any options, warrants or rights to purchase Qualified
                           Capital Stock of the Company (and excluding the Net
                           Cash Proceeds from the exercise of any options,
                           warrants or rights to purchase Qualified Capital
                           Stock financed, directly or indirectly, using funds
                           borrowed from the Company or any Subsidiary until and
                           to the extent such borrowing is repaid);

                  (D)      the aggregate Net Cash Proceeds received after
                           the date of this Indenture by the Company from the
                           conversion or exchange, if any, of debt securities or
                           Redeemable Capital Stock of the Company or its
                           Restricted Subsidiaries into or for Qualified Capital
                           Stock of the Company plus, to the extent such debt
                           securities or Redeemable Capital Stock were issued
                           after the date of this Indenture, the aggregate of
                           Net Cash Proceeds from

                                       - -
<PAGE>
                           their original issuance (and excluding the Net Cash
                           Proceeds from the conversion or exchange of debt
                           securities or Redeemable Capital Stock financed,
                           directly or indirectly, using funds borrowed from the
                           Company or any Subsidiary until and to the extent
                           such borrowing is repaid);

                  (E)      (a) in the case of the disposition or repayment
                           of any Investment constituting a Restricted Payment
                           (including any Investment in an Unrestricted
                           Subsidiary) made after the date of this Indenture, an
                           amount (to the extent not included in Consolidated
                           Net Income) equal to the lesser of the return of
                           capital with respect to such Investment and the
                           initial amount of such Investment, in either case,
                           less the cost of the disposition of such Investment
                           and net of taxes, and (b) in the case of the
                           designation of an Unrestricted Subsidiary as a
                           Restricted Subsidiary (as long as the designation of
                           such Subsidiary as an Unrestricted Subsidiary was
                           deemed a Restricted Payment), the Fair Market Value
                           of the Company's interest in such Subsidiary provided
                           that such amount shall not in any case exceed the
                           amount of the Restricted Payment deemed made at the
                           time the Subsidiary was designated as an Unrestricted
                           Subsidiary;

                  (F)      any amount which was previously treated as a
                           Restricted Payment on account of any Guarantee
                           entered into by the Company or any Restricted
                           Subsidiary; provided that such Guarantee has not been
                           called upon and the obligation arising under such
                           Guarantee no longer exists; and

                  (G)      $15 million.

                  (b)      Notwithstanding the foregoing, and in the case of
clauses (ii) through (x) below, so long as no Default or Event of Default is
continuing or would arise therefrom, the foregoing provisions shall not prohibit
the following actions (each of clauses (i) through (vii) being referred to as a
"Permitted Payment" and therefore shall not be a "Restricted Payment" for
purposes of paragraph (a) above):

                  (i)      the payment of any dividend within 120 days after the
                           date of declaration thereof, if at such date of
                           declaration such payment was permitted or not
                           precluded by the provisions of paragraph (a) of this
                           Section 1009 (the declaration after the date of this
                           Indenture of such payment will be deemed a Restricted
                           Payment under paragraph (a) of this Section 1009 as
                           of the date of declaration but the payment itself
                           will be deemed to have been paid on such date of
                           declaration and will not also be deemed a Restricted
                           Payment under paragraph (a) of this Section 1009);

                  (ii)     the repurchase, redemption, or other acquisition or
                           retirement for value of any shares of any class of
                           Capital Stock of the Company in exchange for
                           (including any such exchange pursuant to the exercise
                           of a conversion right or privilege in connection with
                           which cash is paid in lieu of the issuance of
                           fractional shares or scrip), or out of the Net Cash
                           Proceeds of a substantially concurrent issuance and
                           sale for cash (other than to a

                                       - -
<PAGE>
                           Subsidiary) of, other shares of Qualified Capital
                           Stock of the Company; provided that the Net Cash
                           Proceeds from the issuance of such shares of
                           Qualified Capital Stock are excluded from clause
                           (3)(B) of paragraph (a) of this Section 1009;

                  (iii)    the repurchase, redemption, defeasance, retirement or
                           acquisition for value or payment of principal of any
                           Subordinated Indebtedness in exchange for, or in an
                           amount not in excess of the Net Cash Proceeds of, a
                           substantially concurrent issuance and sale for cash
                           (other than to any Subsidiary of the Company) of any
                           Qualified Capital Stock of the Company, provided that
                           the Net Cash Proceeds from the issuance of such
                           shares of Qualified Capital Stock are excluded from
                           clause (3)(B) of paragraph (a) of this Section 1009;

                  (iv)     the repurchase, redemption, defeasance, retirement,
                           refinancing, acquisition for value or payment of
                           principal of any Subordinated Indebtedness (other
                           than Redeemable Capital Stock) (a "refinancing")
                           through the substantially concurrent issuance of new
                           Subordinated Indebtedness of the Company, provided
                           that any such new Subordinated Indebtedness (A) shall
                           be in a principal amount that does not exceed the
                           principal amount so refinanced (or, if such
                           Subordinated Indebtedness provides for an amount less
                           than the principal amount thereof to be due and
                           payable upon a declaration of acceleration thereof,
                           then such lesser amount as of the date of
                           determination), plus the lesser of (1) the stated
                           amount of any premium or other payment required to be
                           paid in connection with such a refinancing pursuant
                           to the terms of the Indebtedness being refinanced or
                           (2) the amount of premium or other payment actually
                           paid at such time to refinance the Indebtedness,
                           plus, in either case, the amount of expenses of the
                           Company incurred in connection with such refinancing;
                           (B) has an Average Life to Stated Maturity greater
                           than the remaining Average Life to Stated Maturity of
                           the Securities; (C) has a Stated Maturity for its
                           final scheduled principal payment later than the
                           Stated Maturity for the final scheduled principal
                           payment of the Securities; and (D) is expressly
                           subordinated in right of payment to the Securities at
                           least to the same extent as the Subordinated
                           Indebtedness to be refinanced;

                  (v)      the payment of cash in lieu of the issuance of
                           fractional shares in connection with the exercise of
                           warrants, options or other securities convertible
                           into or exercisable for Capital Stock of the Company;

                  (vi)     the repurchase of Capital Stock deemed to occur upon
                           exercise of stock options to the extent that shares
                           of such Capital Stock represent a portion of the
                           exercise price of such options;

                  (vii)    the repurchase, redemption, or other acquisition or
                           retirement for value of Redeemable Capital Stock of
                           the Company made by exchange for, or out

                                       - -
<PAGE>
                           of the proceeds of the sale within 30 days of
                           Redeemable Capital Stock of the Company;

                  (viii)   the repurchase, redemption, or other acquisition or
                           retirement for value of any class of Capital Stock of
                           the Company from employees, former employees,
                           directors or former directors of the Company or any
                           Restricted Subsidiary pursuant to the terms of the
                           agreements pursuant to which such Capital Stock was
                           acquired in an amount of up to $2 million per
                           calendar year;

                  (ix)     the repurchase of any Subordinated Indebtedness or
                           Redeemable Capital Stock of the Company at a purchase
                           price not greater than 101% of the principal amount
                           or liquidation preference of such Subordinated
                           Indebtedness or Redeemable Capital Stock in the event
                           of a Change of Control pursuant to a provision
                           similar to Section 1015; provided that prior to
                           consummating any such repurchase, the Company has
                           made the Change of Control Offer required by this
                           Indenture and has repurchased all Securities validly
                           tendered for payment in connection with such Change
                           of Control Offer; and

                  (x)      the repurchase of any Subordinated Indebtedness or
                           Redeemable Capital Stock of the Company at a purchase
                           price not greater than 100% of the principal amount
                           or liquidation preference of such Subordinated
                           Indebtedness or Redeemable Capital Stock in the event
                           of an Asset Sale pursuant to a provision similar to
                           Section 1012; provided that prior to consummating any
                           such repurchase, the Company has made the Offer
                           required by this Indenture and has repurchased all
                           Securities validly tendered for payment in connection
                           with such Offer.

         Section 1010.     Limitation on Transactions with Affiliates.

                  The Company will not, and will not cause or permit any of its
Restricted Subsidiaries to, directly or indirectly, enter into any transaction
or series of related transactions (including, without limitation, the sale,
purchase, exchange or lease of assets, property or services) with or for the
benefit of any Affiliate of the Company (other than the Company or a Wholly
Owned Restricted Subsidiary) unless such transaction or series of related
transactions is entered into in good faith and in writing and (1) such
transaction or series of related transactions is on terms that are no less
favorable to the Company or such Restricted Subsidiary, as the case may be, than
those that would be available in a comparable transaction in arm's-length
dealings with an unrelated third party, (2) with respect to any transaction or
series of related transactions involving aggregate value in excess of
$5,000,000, the Company delivers an Officers' Certificate to the Trustee
certifying that such transaction or series of related transactions complies with
clause (1) above, and (3) with respect to any transaction or series of related
transactions involving aggregate value in excess of $10,000,000, either (a) such
transaction or series of related transactions has been approved by a majority of
the Disinterested Directors of the Board of Directors of the Company, or in the
event there is only one Disinterested Director, by such Disinterested Director,
or (b) the Company delivers to the Trustee a written opinion of an

                                       - -
<PAGE>
investment banking firm of national standing or other recognized independent
expert with experience appraising the terms and conditions of the type of
transaction or series of related transactions for which an opinion is required
stating that the transaction or series of related transactions is fair to the
Company or such Restricted Subsidiary from a financial point of view; provided,
however, that this provision shall not apply to: (i) employee benefit
arrangements with any officer or director of the Company, including under any
stock option or stock incentive plans, and customary indemnification
arrangements with officers or directors of the Company, in each case entered
into in the ordinary course of business, (ii) any Restricted Payments and
Permitted Investments made in compliance with Section 1009, (iii) any Qualified
Securitization Transaction, and (iv) any transactions undertaken pursuant to any
contracts in existence on the Issue Date (as in effect on the Issue Date) and
any renewals, replacements or modifications of such contracts (pursuant to new
transactions or otherwise) on terms no less favorable to the holders of the
Securities than those in effect on the Issue Date.

         Section 1011.     Limitation on Liens.

                  (a)      The Company will not, and will not cause or permit
any Restricted Subsidiary to, directly or indirectly, create, incur or affirm
any Lien (other than a Permitted Lien) of any kind securing any Pari Passu
Indebtedness or Subordinated Indebtedness (including any assumption, guarantee
or other liability with respect thereto by any Restricted Subsidiary) upon any
property or assets (including any intercompany notes) of the Company or any
Restricted Subsidiary owned on the date of this Indenture or acquired after the
date of this Indenture, or assign or convey any right to receive any income or
profits therefrom, unless the Securities (or a Guarantee in the case of Liens of
a Guarantor) are directly secured equally and ratably with (or, in the case of
Subordinated Indebtedness, prior or senior thereto, with the same relative
priority as the Securities shall have with respect to such Subordinated
Indebtedness) the obligation or liability secured by such Lien except for Liens

         (A)      securing any Indebtedness which became Indebtedness pursuant
                  to a transaction permitted under Article Eight herein or
                  securing Acquired Indebtedness which was in existence prior to
                  (and not created in connection with, or in contemplation of)
                  the incurrence by the Company of such Acquired Indebtedness
                  (including any assumption, guarantee or other liability with
                  respect thereto by any Restricted Subsidiary) and which
                  Indebtedness is permitted under the provisions of Section
                  1008; or

         (B)      securing any Indebtedness incurred in connection with any
                  refinancing, renewal, substitutions or replacements of any
                  such Indebtedness described in clause (A), so long as the
                  aggregate principal amount of Indebtedness represented thereby
                  (or if such Indebtedness provides for an amount less than the
                  principal amount thereof to be due and payable upon a
                  declaration of acceleration of the maturity thereof, the
                  original issue price of such Indebtedness plus any accreted
                  value attributable thereto since the original issuance of such
                  Indebtedness) is not increased by such refinancing by an
                  amount greater than the lesser of (1) the stated amount of any
                  premium or other payment required to be paid in connection
                  with such a refinancing pursuant to the terms of the
                  Indebtedness being refinanced or (2) the amount of premium or
                  other payment actually paid at such time to refinance the

                                       - -
<PAGE>
                  Indebtedness, plus, in either case, the amount of expenses of
                  the Company incurred in connection with such refinancing,

provided, however, that in the case of clauses (A) and (B), any such Lien only
extends to the assets that were subject to such Lien securing such Indebtedness
prior to the related acquisition by the Company or its Restricted Subsidiaries.

                  Notwithstanding the foregoing, any Lien securing the
Securities granted pursuant to this covenant shall be automatically and
unconditionally released and discharged upon the release by the holders of the
Pari Passu Indebtedness or Subordinated Indebtedness described above of their
Lien on the property or assets of the Company or any Restricted Subsidiary
(including any deemed release upon payment in full of all obligations under such
Indebtedness), at such time as the holders of all such Pari Passu Indebtedness
or Subordinated Indebtedness also release their Lien on the property or assets
of the Company or such Restricted Subsidiary, or upon any sale, exchange or
transfer to any Person of the property or assets secured by such Lien, or of all
of the Capital Stock held by the Company or any Restricted Subsidiary in, or all
or substantially all the assets of, any Restricted Subsidiary creating such
Lien.

                  (b)      However, if a Fall Away Event has occurred, then,
subject to Section 1023 herein, thereafter (i) the Company shall no longer be
subject to paragraph (a) of this Section 1011 and (ii) the Company will not, and
will not permit any Restricted Subsidiary to, incur any Lien to secure
Indebtedness without making, or causing such Restricted Subsidiary to make,
effective provision for securing the Securities on a subordinated (second
priority) basis for so long as such Indebtedness is so secured. The foregoing
restrictions of this paragraph (b) will not apply to:

                  (1)      any Lien existing on (or securing Indebtedness
         committed to but not outstanding on) the date of the Fall Away Event
         (which Lien in either case was not created in connection with, or in
         contemplation of, such Fall Away Event);

                  (2)      any Lien in favor of only the Company or a Restricted
         Subsidiary;

                  (3)      any Lien on property of a Person existing immediately
         prior to the time such Person is merged with or into or consolidated
         with the Company or any of its Restricted Subsidiaries or otherwise
         becomes a Restricted Subsidiary of the Company (provided that such Lien
         is not incurred in anticipation of such transaction and does not extend
         beyond the property subject thereto, or secure any Indebtedness that is
         not secured thereby, immediately prior to such transaction);

                  (4)      any Lien on property (or on the Capital Stock of the
         entity that owns property) existing immediately prior to the time of
         acquisition thereof (provided that such Lien is not incurred in
         anticipation of such transaction and does not extend beyond the
         property subject thereto, or secure any Indebtedness that is not
         secured thereby, immediately prior to such transaction);

                  (5)      any Lien on property or assets securing all or any
         portion of the purchase price thereof or securing all or any portion of
         the cost of construction or alteration of or improvement on any
         property or assets created or assumed contemporaneously with, or

                                       - -
<PAGE>
         within 90 days after, such acquisition or completion of such
         construction or improvement (provided that such Lien does not extend to
         any other property or assets and secures Indebtedness in an amount that
         does not exceed such purchase price or cost of construction, alteration
         or improvement);.

                  (6)      Liens with respect to the payment of taxes,
         assessments or governmental charges in all cases which are not yet due
         or which are being contested in good faith by appropriate proceedings
         and with respect to which adequate reserves or other appropriate
         provisions are being maintained to the extent required by GAAP;

                  (7)      Liens of landlords arising by statute and Liens of
         suppliers, mechanics, carriers, materialmen, warehousemen or workmen
         and other Liens imposed by law created in the ordinary course of
         business for amounts not yet due or which are being contested in good
         faith by appropriate proceedings and with respect to which adequate
         reserves or other appropriate provisions are being maintained to the
         extent required by GAAP;

                  (8)      deposits made in the ordinary course of business in
         connection with worker's compensation, unemployment insurance or
         other types of social security benefits or to secure the performance of
         bids, tenders, sales, contracts (other than for the repayment of
         borrowed money) and surety, appeal, customs or performance bonds (or
         letters of credit or comparable instruments securing the Company's or a
         Restricted Subsidiary's performance and which are otherwise permitted
         by this Indenture);

                  (9)      encumbrances arising by reason of zoning
         restrictions, easements, licenses, reservations, covenants,
         rights-of-way, utility easements, building restrictions and other
         similar encumbrances on the use of real property that do not materially
         detract from the value of such real property or interfere with the
         ordinary conduct of the business conducted and proposed to be conducted
         at such real property;

                  (10)     encumbrances arising under leases or subleases of
         real property that do not in the aggregate materially detract from the
         value of such real property or interfere with the ordinary conduct of
         the business conducted and proposed to be conducted at such real
         property;

                  (11)     financing statements of a lessor's rights in and to
         personal property leased to such Person in the ordinary course of such
         Person's business;

                  (12)     other Liens if, after giving effect thereto, the sum
         of all Indebtedness secured by all Liens incurred pursuant to this
         clause (12) on or after the date of the Fall Away Event and outstanding
         at any one time, together with the Attributable Value of Sale Leaseback
         Transactions entered into on or after the date of the Fall Away Event
         pursuant to Section 1020 hereof and outstanding at any one time and
         otherwise prohibited by this Indenture, does not exceed 15% of the
         Company's Consolidated Net Tangible Assets; and

                  (13)     any extension, renewal, refunding or refinancing of
         any of the Liens referred to in sections (1) to (11) above or this
         section (13).

                                       - -
<PAGE>
         Section 1012.     Limitation on Sale of Assets.

                  (a)      The Company will not, and will not cause or permit
any of its Restricted Subsidiaries to, directly or indirectly, consummate an
Asset Sale unless (1) at least 75% of the consideration from such Asset Sale
other than Asset Swaps is received in cash and (2) the Company or such
Restricted Subsidiary receives consideration at the time of such Asset Sale at
least equal to the Fair Market Value of the shares or assets subject to such
Asset Sale (as determined by the Board of Directors of the Company and evidenced
in a Board Resolution). The amount of any (A) Indebtedness (other than any
Subordinated Indebtedness) of the Company or any Restricted Subsidiary that is
actually assumed by the transferee in such Asset Sale and from which the Company
and the Restricted Subsidiaries are fully released shall be deemed to be cash
for purposes of determining the percentage of the consideration received by the
Company or the Restricted Subsidiaries in cash and (B) notes, securities or
other similar obligations received by the Company or the Restricted Subsidiaries
from such transferee that are immediately converted, sold or exchanged (or are
converted, sold or exchanged within thirty days of the related Asset Sale) by
the Company or the Restricted Subsidiaries into cash shall be deemed to be cash,
in an amount equal to the net cash proceeds realized upon such conversion, sale
or exchange for purposes of determining the percentage of the consideration
received by the Company or the Restricted Subsidiaries in cash. In addition, the
amount of any Designated Non-cash Consideration received by the Company or any
of its Restricted Subsidiaries in the Asset Sale shall be deemed "cash" for
purposes of paragraph (a)(l) of this Section 1012.

                  (b)      All or a portion of the Net Cash Proceeds of any
Asset Sale may be applied by the Company or a Restricted Subsidiary, to the
extent the Company or such Restricted Subsidiary elects (or is required by the
terms of any Senior Indebtedness or Senior Guarantor Indebtedness): (i) to
prepay permanently or repay permanently any Senior Indebtedness or Senior
Guarantor Indebtedness then outstanding as required by the terms thereof (and in
the case of any such Indebtedness under a revolving credit facility, effect a
permanent reduction in the availability under such revolving credit facility),
or (ii) if the Company determines not to apply such Net Cash Proceeds to the
permanent repayment or permanent prepayment of such Senior Indebtedness or
Senior Guarantor Indebtedness, or if no such Senior Indebtedness or Senior
Guarantor Indebtedness is then outstanding, within 365 days of the Asset Sale,
to invest the Net Cash Proceeds in properties and other assets that (as
determined by the Board of Directors of the Company) replace the properties and
assets that were the subject of the Asset Sale or in properties and assets that
will be used in the businesses of the Company or its Restricted Subsidiaries
existing on the date of this Indenture or in businesses reasonably related
thereto. The amount of such Net Cash Proceeds not used or invested in accordance
with the preceding clauses (i) and (ii) within 365 days of the Asset Sale
constitutes "Excess Proceeds."

                  (c)      When the aggregate amount of Excess Proceeds exceeds
$20 million or more, the Company will apply the Excess Proceeds to the repayment
of the Securities and any other Pari Passu Indebtedness outstanding with similar
provisions requiring the Company to make an offer to purchase such Indebtedness
with the proceeds from any Asset Sale as follows: (A) the Company will make an
offer to purchase (an "Offer") from all holders of the Securities in accordance
with the procedures set forth in this Indenture in the maximum principal amount
(expressed as a multiple of $1,000) of Securities that may be purchased out of
an amount (the "Security Amount") equal to the product of such Excess Proceeds
multiplied by a fraction, the

                                       - -
<PAGE>
numerator of which is the outstanding principal amount of the Securities, and
the denominator of which is the sum of the outstanding principal amount (or
accreted value in the case of Indebtedness issued with original issue discount)
of the Securities and such Pari Passu Indebtedness (subject to proration in the
event such amount is less than the aggregate Offered Price (as defined herein)
of all Securities tendered) and (B) to the extent required by such Pari Passu
Indebtedness to permanently reduce the principal amount of such Pari Passu
Indebtedness (or accreted value in the case of Indebtedness issued with original
issue discount), the Company will make an offer to purchase or otherwise
repurchase or redeem Pari Passu Indebtedness (a "Pari Passu Offer") in an amount
(the "Pari Passu Debt Amount") equal to the excess of the Excess Proceeds over
the Security Amount; provided that in no event will the Company be required to
make a Pari Passu Offer in a Pari Passu Debt Amount exceeding the principal
amount (or accreted value) of such Pari Passu Indebtedness plus the amount of
any premium required to be paid to repurchase such Pari Passu Indebtedness. The
offer price for the Securities tendered will be payable in cash in an amount
equal to 100% of the principal amount of the Securities tendered plus accrued
and unpaid interest, if any, to the date (the "Offer Date") such Offer is
consummated (the "Offered Price"), in accordance with the procedures set forth
in this Indenture. To the extent that the aggregate Offered Price of the
Securities tendered pursuant to the Offer is less than the Security Amount
relating thereto, the Company may use any remaining Excess Proceeds for general
corporate purposes. If the aggregate principal amount of Securities surrendered
by holders thereof exceeds the amount of the Security Amount, the Trustee shall
select the Securities to be purchased on a pro rata basis. Upon the completion
of the purchase of all the Securities tendered pursuant to an Offer, the amount
of Excess Proceeds, if any, shall be reset at zero for purposes of this
Indenture governing the Securities.

                  (d)      If the Company becomes obligated to make an Offer
pursuant to clause (c) above, the Securities shall be purchased by the Company,
at the option of the holders thereof, in whole or in part in integral multiples
of $1,000, on the Offer Date, which shall be fixed by the Company on a Business
Day that is not earlier than 30 days and not later than 60 days from the date
the notice of the Offer is given to holders, or such later date as may be
necessary for the Company to comply with the requirements under the Exchange
Act.

                  (e)      The Company will comply with the applicable tender
offer rules, including Rule 14e-1 under the Exchange Act, and any other
applicable securities laws or regulations in connection with an Offer.

                  (f)      Subject to paragraph (e) above, within 30 days after
the date on which the amount of Excess Proceeds equals or exceeds $20 million,
the Company shall send or cause to be sent by first-class mail, postage prepaid,
to the Trustee and to each Holder, at his address appearing in the Security
Register, a notice stating or including:

                           (1)      that the Holder has the right to require the
                  Company to repurchase, subject to proration, such Holder's
                  Securities at the Offered Price;

                           (2)      the Offer Date;

                           (3)      the procedures that a Holder must follow
                  in order to have his Securities purchased in accordance with
                  paragraph (c) of this Section;

                                       - -
<PAGE>
                           (4)      such information, if any, concerning the
                  business of the Company which the Company in good faith
                  believes will enable such Holders to make an informed
                  investment decision regarding the Offer;

                           (5)      the Offered Price;

                           (6)      the names and addresses of the Paying Agent
                  and the offices or agencies referred to in Section 1002;

                           (7)      that Securities must be surrendered on or
                  prior to the Offer Date to the Paying Agent at the office of
                  the Paying Agent or to an office or agency referred to in
                  Section 1002 to collect payment;

                           (8)      that any Securities not tendered will
                  continue to accrue interest and that unless the Company
                  defaults in the payment of the Offered Price, any Security
                  accepted for payment pursuant to the Offer shall cease to
                  accrue interest on and after the Offer Date;

                           (9)      the procedures for withdrawing a tender; and

                           (10)     that the Offered Price for any Security
                  which has been properly tendered and not withdrawn and which
                  has been accepted for payment pursuant to the Offer will be
                  paid promptly following the Offered Date.

                  (g)      Holders electing to have Securities purchased
hereunder will be required to surrender such Securities at the address specified
in the notice prior to the Offer Date. Holders will be entitled to withdraw
their election to have their Securities purchased pursuant to this Section 1012
if the Company receives, not later than one Business Day prior to the Offer
Date, a telegram, telex, facsimile transmission or letter setting forth (1) the
name of the Holder, (2) the certificate number of the Security in respect of
which such notice of withdrawal is being submitted, (3) the principal amount of
the Security (which shall be $1,000 or an integral multiple thereof) delivered
for purchase by the Holder as to which such notice of withdrawal is being
submitted, (4) a statement that such Holder is withdrawing his election to have
such principal amount of such Security purchased, and (5) the principal
amount, if any, of such Security (which shall be $1,000 or an integral multiple
thereof) that remains subject to the original notice of the Offer and that has
been or will be delivered for purchase by the Company.

                  (h)      The Company shall (i) not later than the Offer Date,
accept for payment Securities or portions thereof tendered pursuant to the
Offer, (ii) not later than 10:00 a.m. (New York time) on the Business Day
following the Offer Date, deposit with the Trustee or with a Paying Agent an
amount of money in same day funds sufficient to pay the aggregate Offered Price
of all the Securities or portions thereof which have been so accepted for
payment and (iii) not later than 10:00 a.m. (New York time) on the Business Day
following the Offer Date, deliver to the Paying Agent an Officers' Certificate
stating the Securities or portions thereof accepted for payment by the Company.
The Paying Agent shall promptly mail or deliver to Holders of Securities so
accepted payment in an amount equal to the Offered Price of the Securities
purchased from each such Holder, and the Company shall execute and the Trustee
shall promptly authenticate and mail or deliver to such Holders a new Security
equal in principal

                                       - -
<PAGE>
amount to any unpurchased portion of the Security surrendered. Any Securities
not so accepted shall be promptly mailed or delivered by the Paying Agent at the
Company's expense to the Holder thereof.

                  The Trustee and the Paying Agent shall return to the Company
any cash that remains unclaimed for two years, together with interest or
dividends, if any, thereon, held by them for the payment of the Offered Price;
provided, however, that (x) to the extent that the aggregate amount of cash
deposited by the Company with the Trustee in respect of an Offer exceeds the
aggregate Offered Price of the Securities or portions thereof to be purchased,
then the Trustee shall hold such excess for the Company and (y) unless otherwise
directed by the Company in writing, promptly after the Business Day following
the Offer Date the Trustee shall return any such excess to the Company together
with interest or dividends, if any, thereon.

                  (i)      Upon receipt by the Company of the proper tender of
Securities, the Holder of the Security in respect of which such proper tender
was made shall (unless the tender of such Security is properly withdrawn)
thereafter be entitled to receive solely the Offered Price with respect to such
Security. Upon surrender of any such Security for purchase in accordance with
the foregoing provisions, such Security shall be paid by the Company at the
Offered Price; provided, however, that installments of interest whose Stated
Maturity is on or prior to the Offer Date shall be payable to the Person in
whose name the Securities (or any Predecessor Securities) is registered as such
on the relevant Regular Record Dates according to the terms and the provisions
of Section 309; provided, further, that Securities to be purchased are subject
to proration in the event the Security Amount is less than the aggregate Offered
Price of all Securities tendered for purchase, with such adjustments as may be
appropriate by the Trustee so that only Securities in denominations of $1,000
or integral multiples thereof, shall be purchased. If any Security tendered for
purchase in accordance with the provisions of this Section 1012 shall not be so
paid upon surrender thereof by deposit of funds with the Trustee or a Paying
Agent in accordance with paragraph (h) above, the principal thereof (and
premium, if any, thereon) shall, until paid, bear interest from the Offer Date
at the rate borne by such Security. Holders electing to have Securities
purchased will be required to surrender such Securities to the Paying Agent at
the address specified in the notice required by paragraph (f) of this Section
1012 at least one Business Day prior to the Offer Date. The Company shall
publicly announce the results of the Offer on or as soon as practicable after
the Offer Date.

         Section 1013.     Limitation on Issuances of Guarantees of and Pledges
for Indebtedness.

                  (a)      The Company will not cause or perrnit any Restricted
Subsidiary, other than a Guarantor, directly or indirectly, to secure the
payment of any Senior Indebtedness of the Company and the Company will not, and
will not permit any Restricted Subsidiary (other than a Guarantor) to, pledge
any intercompany notes representing obligations of any Restricted Subsidiary
(other than a Guarantor) or any Capital Stock of a Wholly Owned Restricted
Subsidiary (other than a Guarantor or a Securitization Entity and other than up
to 66 2/3% of the Capital Stock of a Foreign Subsidiary) to secure the payment
of any Senior Indebtedness unless in each case such Restricted Subsidiary
simultaneously executes and delivers a supplemental indenture to this Indenture
providing for a guarantee of payment of the Securities by such Restricted
Subsidiary, which guarantee shall be on the same terms as the guarantee of the
Senior Indebtedness (if a guarantee of Senior Indebtedness is granted by any
such Restricted

                                       - -
<PAGE>
Subsidiary) except that the guarantee of the Securities need not be secured and
shall be subordinated to the claims against such Restricted Subsidiary in
respect of Senior Indebtedness to the same extent as the Securities are
subordinated to Senior Indebtedness of the Company under this Indenture.

                  (b)      The Company will not cause or permit any Restricted
Subsidiary (which is not a Guarantor), directly or indirectly, to guarantee,
assume or in any other manner become liable with respect to any Indebtedness of
the Company or any Restricted Subsidiary unless such Restricted Subsidiary
simultaneously executes and delivers a supplemental indenture to this Indenture
providing for a Guarantee of the Securities on the same terms as the guarantee
of such Indebtedness except that (A) such Guarantee need not be secured unless
required pursuant to Section 1011 herein, (B) if such Indebtedness is by its
terms Senior Indebtedness, any such assumption, guarantee or other liability of
such Restricted Subsidiary with respect to such Indebtedness shall be senior to
such Restricted Subsidiary's Guarantee of the Securities to the same extent as
such Senior Indebtedness is senior to the Securities and (C) if such
Indebtedness is by its terms expressly subordinated to the Securities, any such
assumption, guarantee or other liability of such Restricted Subsidiary with
respect to such Indebtedness shall be subordinated to such Restricted
Subsidiary's Guarantee of the Securities at least to the same extent as such
Indebtedness is subordinated to the Securities. Notwithstanding this paragraph
(b), a Foreign Subsidiary may, directly or indirectly, to the extent otherwise
permitted by this Indenture, guarantee, assume or in any other manner become
liable with respect to any Indebtedness of another Foreign Subsidiary (which is
incurred in compliance with this Indenture) without complying with this
paragraph (b).

                  (c)      Notwithstanding the foregoing, any Guarantee
(including the initial Guarantees) by a Restricted Subsidiary of the Securities
shall provide by its terms that it (and all Liens securing the same) shall be
automatically and unconditionally released and discharged upon (i) any sale,
exchange or transfer, to any Person not an Affiliate of the Company, of all of
the Company's or any Restricted Subsidiary's Capital Stock in, or all or
substantially all the assets of, such Restricted Subsidiary, or the designation
of such Restricted Subsidiary as an Unrestricted Subsidiary, which transaction
is in compliance with the terms of this Indenture and such Restricted Subsidiary
is released from all guarantees, if any, by it of other Indebtedness of the
Company or any Restricted Subsidiaries or (ii) the release by the holders of the
Indebtedness of the Company described in paragraphs (a) and (b) above of their
security interest or their guarantee by such Restricted Subsidiary (including
any deemed release upon payment in full of all obligations under such
Indebtedness), at such time as (A) no other Indebtedness of the Company has been
secured or guaranteed by such Restricted Subsidiary, as the case may be, or (B)
the holders of all such other Indebtedness which is secured or guaranteed by
such Restricted Subsidiary also release their security interest in or guarantee
by such Restricted Subsidiary (including any deemed release upon payment in full
of all obligations under such Indebtedness).

         Section 1014.     Limitation on Senior Subordinated Indebtedness.

                  The Company will not, and will not permit or cause any
Guarantor to, directly or indirectly, create, incur, issue, assume, guarantee or
otherwise in any manner become directly or indirectly liable for or with respect
to or otherwise permit to exist any Indebtedness that is subordinate in right of
payment to any Indebtedness of the Company or such Guarantor, as the

                                       - -
<PAGE>
case may be, unless such Indebtedness is also pari passu with the Securities or
the Guarantee of such Guarantor or subordinated in right of payment to the
Securities or such Guarantee at least to the same extent as the Securities or
such Guarantee are subordinated in right of payment to Senior Indebtedness or
Senior Indebtedness of such Guarantor, as the case may be, as set forth in this
Indenture. Unsecured Indebtedness is not deemed to be subordinate or junior in
right of payment to secured Indebtedness merely because it is unsecured and
Indebtedness which has different security or different priorities in the same
security will not be deemed subordinate or junior in right of payment to secured
Indebtedness because of such differences.

         Section 1015.     Purchase of Securities upon a Change of Control.

                  (a)      If a Change of Control occurs, each holder of
Securities will have the right to require that the Company purchase all or any
part (in integral multiples of $1,000) of such holder's Securities pursuant to a
"Change of Control Offer." In the Change of Control Offer, the Company will
offer to purchase all of the Securities, at a purchase price (the "Change of
Control Purchase Price") in cash in an amount equal to 101% of the principal
amount of such Securities, plus accrued and unpaid interest, if any, to the date
of purchase (the "Change of Control Purchase Date") (subject to the rights of
holders of record on relevant record dates to receive interest due on an
interest payment date).

                  (b)      Within 30 days after any Change of Control or, at the
Company's option, prior to such Change of Control but after it is publicly
announced, the Company must notify the Trustee and give written notice of the
Change of Control to each holder of Securities, by first- class mail, postage
prepaid, at his address appearing in the security register. The notice must
state or include, among other things:

                           (1)      that a Change of Control has occurred or
                  will occur, the date of such event, and that such Holder has
                  the right to require the Company to repurchase such Holder's
                  Securities at the Change of Control Purchase Price;

                           (2)      such information, if any, concerning the
                  business of the Company which the Company in good faith
                  believes will enable such Holders to make an informed
                  investment decision regarding the Change of Control Offer;

                           (3)      that the Change of Control Offer is being
                  made pursuant to this Section 1015 and that all Securities
                  properly tendered pursuant to the Change of Control Offer will
                  be accepted for payment at the Change of Control Purchase
                  Price;

                           (4)      the Change of Control Purchase Date, which
                  shall be fixed by the Company on a Business Day no earlier
                  than 30 days nor later than 60 days from the date such notice
                  is mailed, or such later date as is necessary to comply with
                  requirements under the Exchange Act; provided that the Change
                  of Control Purchase Date may not occur prior to the Change of
                  Control;

                           (5)      the Change of Control Purchase Price;

                                       - -
<PAGE>
                           (6)      the names and addresses of the Paying Agent
                  and the offices or agencies referred to in Section 1002;

                           (7)      that Securities must be surrendered on or
                  prior to the Change of Control Purchase Date to the Paying
                  Agent at the office of the Paying Agent or to an office or
                  agency referred to in Section 1002 to collect payment;

                           (8)      that the Change of Control Purchase Price
                  for any Security which has been properly tendered and not
                  withdrawn will be paid promptly following the Change of
                  Control Offer Purchase Date;

                           (9)      the procedures that a Holder must follow to
                  accept a Change of Control Offer or to withdraw such
                  acceptance;

                           (10)     that any Security not tendered will continue
                  to accrue interest; and

                           (11)     that, unless the Company defaults in the
                  payment of the Change of Control Purchase Price, any
                  Securities accepted for payment pursuant to the Change of
                  Control Offer shall cease to accrue interest after the Change
                  of Control Purchase Date.

                  (c)      Upon receipt by the Company of the proper tender of
Securities, the Holder of the Security in respect of which such proper tender
was made shall (unless the tender of such Security is properly withdrawn)
thereafter be entitled to receive solely the Change of Control Purchase Price
with respect to such Security. Upon surrender of any such Security for purchase
in accordance with the foregoing provisions, such Security shall be paid by the
Company at the Change of Control Purchase Price; provided, however, that
installments of interest whose Stated Maturity is on or prior to the Change of
Control Purchase Date shall be payable to the Person in whose name the
Securities (or any Predecessor Securities) is registered as such on the relevant
Regular Record Dates according to the terms and the provisions of Section 309.
If any Security tendered for purchase in accordance with the provisions of this
Section 1015 shall not be so paid upon surrender thereof, the principal thereof
(and premium, if any, thereon) shall, until paid, bear interest from the Change
of Control Purchase Date at the rate borne by such Security. Holders electing to
have Securities purchased will be required to surrender such Securities to the
Paying Agent at the address specified in the Change of Control Purchase Notice
at least one Business Day prior to the Change of Control Purchase Date. The
Company shall publicly announce the results of the Change of Control Offer on or
as soon as practicable after the Change of Control Purchase Date.

                  (d)      The Company shall (i) not later than the Change of
Control Purchase Date, accept for payment Securities or portions thereof
tendered pursuant to the Change of Control Offer, (ii) not later than 10:00 a.m.
(New York time) on the Business Day following the Change of Control Purchase
Date, deposit with the Trustee or with a Paying Agent an amount of money in same
day funds sufficient to pay the aggregate Change of Control Purchase Price of
all the Securities or portions thereof which have been so accepted for payment
and (iii) not later than 10:00 a.m. (New York time) on the Business Day
following the Change of Control Purchase Date, deliver to the Paying Agent an
Officers' Certificate stating the Securities or portions

                                       - -
<PAGE>
thereof accepted for payment by the Company. The Paying Agent shall promptly
mail or deliver to Holders of Securities so accepted payment in an amount equal
to the Change of Control Purchase Price of the Securities purchased from each
such Holder, and the Company shall execute and the Trustee shall promptly
authenticate and mail or deliver to such Holders a new Security equal in
principal amount to any unpurchased portion of the Security surrendered. Any
Securities not so accepted shall be promptly mailed or delivered by the Paying
Agent at the Company's expense to the Holder thereof. The Company will publicly
announce the results of the Change of Control Offer on the Change of Control
Purchase Date.

                  (e)      A tender made in response to a Change of Control
Purchase Notice may be withdrawn if the Company receives, not later than one
Business Day prior to the Change of Control Purchase Date, a telegram, telex,
facsimile transmission or letter, specifying, as applicable:

                           (1)      the name of the Holder;

                           (2)      the certificate number of the Security in
                  respect of which such notice of withdrawal is being submitted;

                           (3)      the principal amount of the Security (which
                  shall be $1,000 or an integral multiple thereof) delivered for
                  purchase by the Holder as to which such notice of withdrawal
                  is being submitted;

                           (4)      a statement that such Holder is withdrawing
                  his election to have such principal amount of such Security
                  purchased; and

                           (5)      the principal amount, if any, of such
                  Security (which shall be $1,000 or an integral multiple
                  thereof) that remains subject to the original Change of
                  Control Purchase Notice and that has been or will be delivered
                  for purchase by the Company.

                  (f)      The Trustee and the Paying Agent shall return to the
Company any cash that remains unclaimed for two years, together with interest or
dividends, if any, thereon, held by them for the payment of the Change of
Control Purchase Price; provided, however, that, (x) to the extent that the
aggregate amount of cash deposited by the Company pursuant to clause (ii) of
paragraph (d) above exceeds the aggregate Change of Control Purchase Price of
the Securities or portions thereof to be purchased, then the Trustee shall hold
such excess for the Company and (y) unless otherwise directed by the Company in
writing, promptly after the Business Day following the Change of Control
Purchase Date the Trustee shall return any such excess to the Company together
with interest or dividends, if any, thereon.

                  (g)      The Company shall comply, to the extent applicable,
with the applicable tender offer rules, including Rule 14e-1 under the Exchange
Act, and any other applicable securities laws or regulations in connection with
a Change of Control Offer.

                  (h)      Notwithstanding the foregoing, the Company will
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

                                       - -
<PAGE>
forth in this Indenture applicable to a Change of Control Offer made by the
Company and purchases all the Securities validly tendered and not withdrawn
under such Change of Control Offer.

         Section 1016.     Limitation on Subsidiary Preferred Stock.

                  (a)      The Company will not permit any Restricted Subsidiary
of the Company to issue, sell or transfer any Preferred Stock, except for (1)
Preferred Stock issued or sold to, held by or transferred to the Company or a
Restricted Subsidiary, and (2) Preferred Stock issued by a Person prior to the
time (A) such Person becomes a Restricted Subsidiary, (B) such Person merges
with or into a Restricted Subsidiary or (C) a Restricted Subsidiary merges with
or into such Person; provided that such Preferred Stock was not issued or
incurred by such Person in anticipation of the type of transaction contemplated
by subclause (A), (B) or (C). This clause (a) shall not apply upon the
acquisition by a third party of all the outstanding Capital Stock of such
Restricted Subsidiary in accordance with the terms of this Indenture (including,
without limitation, the provisions described under Section 1012 herein).

                  (b)      The Company will not permit any Person (other than
the Company or a Restricted Subsidiary) to acquire Preferred Stock of any
Restricted Subsidiary from the Company or any Restricted Subsidiary, except upon
the acquisition of all the outstanding Capital Stock of such Restricted
Subsidiary in accordance with the terms of this Indenture (including, without
limitation, the provisions described above under Section 1012 herein).

                  (c)      Notwithstanding clauses (a) and (b) above, the
Company's Restricted Subsidiaries may collectively issue, sell or transfer
Preferred Stock, and any Person (other than the Company and its Restricted
Subsidiaries) may acquire Preferred Stock of a Restricted Subsidiary of the
Company, so long as the aggregate Fair Market Value of all Restricted
Subsidiaries issuing such Preferred Stock does not exceed 5% of the Company's
Consolidated Net Tangible Assets.

         Section 1017.     Limitation on Dividend and Other Payment Restrictions
Affecting Subsidiaries.

                  The Company will not, and will not cause or permit any of its
Restricted Subsidiaries to, directly or indirectly, create or otherwise cause to
exist or become effective any consensual encumbrance or restriction on the
ability of any Restricted Subsidiary to (A) pay dividends or make any other
distribution on its Capital Stock or any other interest or participation in or
measured by its profits, (B) pay any Indebtedness owed to the Company or any
other Restricted Subsidiary, (C) make any Investment in the Company or any other
Restricted Subsidiary or (D) transfer any of its properties or assets to the
Company or any other Restricted Subsidiary. However, this Section 1017 will not
prohibit any (1) encumbrance or restriction pursuant to an agreement (including
the Credit Agreement) in effect on the date of this Indenture; (2) encumbrance
or restriction with respect to a Restricted Subsidiary that is not a Restricted
Subsidiary of the Company on the date of this Indenture, in existence at the
time such Person becomes a Restricted Subsidiary of the Company and not incurred
in connection with, or in contemplation of, such Person becoming a Restricted
Subsidiary, provided that such encumbrances and restrictions are not applicable
to the Company or any Restricted Subsidiary or

                                       - -
<PAGE>
the properties or assets of the Company or any Restricted Subsidiary other than
such Subsidiary which is becoming a Restricted Subsidiary; (3) encumbrance or
restriction pursuant to any agreement governing any Indebtedness permitted by
clause (viii) of the definition of Permitted Indebtedness as to the assets
financed with the proceeds of such Indebtedness; (4) encumbrance or restriction
contained in any Acquired Indebtedness or other agreement of any entity or
related to assets acquired by or merged into or consolidated with the Company or
any Restricted Subsidiaries so long as such encumbrance or restriction was not
entered into in contemplation of the acquisition, merger or consolidation
transaction; (5) encumbrance or restriction existing under applicable law or any
requirement of any regulatory body; (6) Liens securing Indebtedness otherwise
permitted to be incurred under the provisions of Section 1011 herein that limit
the right of the debtor to dispose of the assets subject to such Liens; (7)
restrictions contained in any other indenture or instrument governing debt of
the Company or any Guarantor that are not materially more restrictive, taken as
a whole, than those contained in this Indenture governing the Securities; (8)
restrictions contained in any other credit facility governing debt of the
Company or any Guarantor that are not (in the view of the Board of Directors of
the Company as expressed in a Board Resolution thereof) materially more
restrictive, taken as a whole, than those contained in the Credit Agreement; (9)
encumbrance or restriction with respect to a Securitization Entity in connection
with a Qualified Securitization Transaction; provided, however, that such
encumbrances and restrictions are customarily required by the institutional
sponsor or arranger of such Qualified Securitization Transaction in similar
types of documents relating to the purchase of similar receivables in connection
with the financing thereof; (10) customary restrictions imposed by the terms of
shareholders', partnership or joint venture agreements entered into in the
ordinary course of business; provided, however, that such restrictions do not
apply to any Restricted Subsidiaries other than the applicable company,
partnership or joint venture; and provided, further, however, that such
encumbrances and restrictions may not materially impact the ability of the
Company to permit payments on the Securities when due as required by the terms
of this Indenture; (1 1) restrictions contained in Indebtedness of Foreign
Subsidiaries permitted to be incurred under this Indenture, so long as such
restrictions or encumbrances are customary for Indebtedness of the type issued
and do not materially impact the ability of the Company to make payments on the
Securities as required by the terms of this Indenture (in the view of an officer
of the Company as expressed in an Officers' Certificate thereof); (12) customary
non-assignment provisions in leases, licenses or contracts; (13) restrictions on
cash or other deposits or net worth imposed by customers under contracts entered
into in the ordinary course of business; (14) customary restrictions contained
in asset sale agreements limiting the transfer of such assets pending the
closing of such sale; and (15) encumbrance or restriction under any agreement
that extends, renews, refinances or replaces the agreements containing the
encumbrances or restrictions in the foregoing clauses (1) through (14), or in
this clause (15), provided that the terms and conditions of any such
encumbrances or restrictions are no more restrictive in any material respect
than those under or pursuant to the agreement evidencing the Indebtedness so
extended, renewed, refinanced or replaced.

         Section 1018.     Limitation on Unrestricted Subsidiaries.

         The Company may designate after the Issue Date any Subsidiary as an
"Unrestricted Subsidiary" under this Indenture (a "Designation") only if:

                                       - -
<PAGE>
                  (a)      no Default shall have occurred and be continuing at
         the time of or after giving effect to such Designation;

                  (b)      the Company would be permitted to make an Investment
         (other than a Permitted Investment) at the time of Designation
         (assuming the effectiveness of such Designation) pursuant to paragraph
         (a) of Section 1009 hereof in an amount (the "Designation Amount")
         equal to the greater of (1) the net book value of the Company's
         interest in such Subsidiary calculated in accordance with GAAP or (2)
         the Fair Market Value of the Company's interest in such Subsidiary as
         determined in good faith by the Company's Board of Directors;

                  (c)      the Company would be permitted under this Indenture
         to incur $1.00 of additional Indebtedness (other than Permitted
         Indebtedness) pursuant to Section 1008 hereof at the time of such
         Designation (assuming the effectiveness of such Designation);

                  (d)      such Unrestricted Subsidiary does not own any Capital
         Stock in any Restricted Subsidiary of the Company which is not
         simultaneously being designated an Unrestricted Subsidiary;

                  (e)      such Unrestricted Subsidiary is not liable, directly
         or indirectly, with respect to any Indebtedness other than Unrestricted
         Subsidiary Indebtedness, provided that an Unrestricted Subsidiary may
         provide a Guarantee for the Securities; and

                  (f)      such Unrestricted Subsidiary is not a party to any
         agreement, contract, arrangement or understanding at such time with the
         Company or any Restricted Subsidiary unless the terms of any such
         agreement, contract, arrangement or understanding are no less favorable
         to the Company or such Restricted Subsidiary than those that might be
         obtained at the time from Persons who are not Affiliates of the Company
         or, in the event such condition is not satisfied, the value of such
         agreement, contract, arrangement or understanding to such Unrestricted
         Subsidiary shall be deemed a Restricted Payment.

         In the event of any such Designation, the Company shall be deemed to
have made an Investment constituting a Restricted Payment pursuant to Section
1009 hereof for all purposes of this Indenture in the Designation Amount.

         The Company shall not and shall not cause or permit any Restricted
Subsidiary to at any time (a) provide credit support for, guarantee or subject
any of its property or assets (other than the Capital Stock of any Unrestricted
Subsidiary) to the satisfaction of, any Indebtedness of any Unrestricted
Subsidiary (including any undertaking, agreement or instrument evidencing such
Indebtedness) (other than Permitted Investments in Unrestricted Subsidiaries) or
(b) be directly or indirectly liable for any Indebtedness of any Unrestricted
Subsidiary. For purposes of the foregoing, the Designation of a Subsidiary of
the Company as an Unrestricted Subsidiary shall be deemed to be the Designation
of all of the Subsidiaries of such Subsidiary as Unrestricted Subsidiaries.
Unless so designated as an Unrestricted Subsidiary, any Person that becomes a
Subsidiary of the Company will be classified as a Restricted Subsidiary.

                                       - -
<PAGE>
         The Company may revoke any Designation of a Subsidiary as an
Unrestricted Subsidiary (a "Revocation") if:

                  (a)      no Default shall have occurred and be continuing at
         the time of and after giving effect to such Revocation;

                  (b)      all Liens and Indebtedness of such Unrestricted
         Subsidiary outstanding immediately following such Revocation would, if
         incurred at such time, have been permitted to be incurred for all
         purposes of this Indenture; and

                  (c)      unless such redesignated Subsidiary shall not have
         any Indebtedness outstanding (other than Indebtedness that would be
         Permitted Indebtedness), immediately after giving effect to such
         proposed Revocation, and after giving pro forma effect to the
         incurrence of any such Indebtedness of such redesignated Subsidiary as
         if such Indebtedness was incurred on the date of the Revocation, the
         Company could incur $1.00 of additional Indebtedness (other than
         Permitted Indebtedness) pursuant to Section 1008 herein.

                  All Designations and Revocations must be evidenced by a
resolution of the Board of Directors of the Company delivered to the Trustee
certifying compliance with the foregoing provisions.

         Section 1019.     Provision of Financial Statements.

                  Whether or not the Company is subject to Section 13(a) or
15(d) of the Exchange Act, the Company and any Guarantor will, to the extent
permitted under the Exchange Act, file with the Commission the annual reports,
quarterly reports and other documents which the Company and such Guarantor would
have been required to file with the Commission pursuant to Sections 13(a) or
15(d) if the Company or such Guarantor were so subject, such documents to be
filed with the Commission on or prior to the date (the "Required Filing Date")
by which the Company and such Guarantor would have been required so to file such
documents if the Company and such Guarantor were so subject.

                  The Company and any Guarantor will also in any event (a)
within 15 days of each Required Filing Date (1) transmit by mail to all holders,
as their names and addresses appear in the Security Register, without cost to
such holders and (2) file with the Trustee copies of the annual reports,
quarterly reports and other documents which the Company and such Guarantor would
have been required to file with the Commission pursuant to Sections 13(a) or
15(d) of the Exchange Act if the Company and such Guarantor were subject to
either of such Sections and (b) if filing such documents by the Company and such
Guarantor with the Commission is not permitted under the Exchange Act, promptly
upon written request and payment of the reasonable cost of duplication and
delivery, supply copies of such documents to any prospective holder at the
Company's cost.

                  If any Guarantor's or secured party's financial statements
would be required to be included in the financial statements filed or delivered
pursuant to this Indenture if the Company were subject to Section 13(a) or 15(d)
of the Exchange Act, the Company shall include such Guarantor's financial
statements in any filing or delivery pursuant to this Indenture.

                                       - -
<PAGE>
                  In addition, so long as any of the Securities remain
outstanding, the Company will make available to any prospective purchaser of
Securities or beneficial owner of Securities in connection with any sale thereof
the information required by Rule 144A(d)(4) under the Securities Act, until such
time as the Company has either exchanged the Securities for securities identical
in all material respects which have been registered under the Securities Act or
until such time as the holders thereof have disposed of such Securities pursuant
to an effective registration statement under the Securities Act.

         Section 1020.     Limitation on Sale Leaseback Transactions.

                  If a Fall Away Event has occurred, then, subject to Section
1023 herein, the Company will not, and will not permit any Restricted Subsidiary
(other than a Foreign Subsidiary) to, enter into any Sale Leaseback Transaction
(except for a period not exceeding 36 months) unless (1) the Attributable Debt
of the Company and its Restricted Subsidiaries in respect of the Sale Leaseback
Transaction and all other Sale Leaseback Transactions entered into after the
date of the Fall Away Event and otherwise prohibited by this Indenture, plus the
aggregate principal amount of Indebtedness secured by Liens incurred pursuant to
clause (12) under paragraph (b) of Section 1011 herein, does not exceed 15% of
the Company's Consolidated Net Tangible Assets, or (2) the Company or one of its
Restricted Subsidiaries applies, within 365 days after the related sale, an
amount equal to the Net Cash Proceeds of such sale (a) to the redemption or
retirement of Indebtedness of the Company or a Restricted Subsidiary or (b) to
the purchase of or investment in property or other assets having a Fair Market
Value, determined at the time of such purchase, at least equal to the Net Cash
Proceeds of such sale and which will be used in the business of the Company and
its Restricted Subsidiaries then being conducted.

         Section 1021.     Statement by Officers as to Default.

                  (a)      The Company and the Guarantors will deliver to the
Trustee, on or before a date not more than 120 days after the end of each fiscal
year of the Company ending after the date hereof, and 60 days after the end of
each fiscal quarter ending after the date hereof, a written statement signed by
two executive officers of the Company, one of whom shall be the principal
executive officer, principal financial officer or principal accounting officer
of the Company, as to compliance herewith, including whether or not, after a
review of the activities of the Company during such year or such quarter and of
the Company's and each Guarantor's performance under this Indenture, to the best
knowledge, based on such review, of the signers thereof, the Company and each
Guarantor have fulfilled all of their respective obligations and are in
compliance with all conditions and covenants under this Indenture throughout
such year or quarter, as the case may be, and, if there has been a Default
specifying each Default and the nature and status thereof and any actions being
taken by the Company and the Guarantors with respect thereto.

                  (b)      When any Default or Event of Default has occurred and
is continuing, or if the Trustee or any Holder or the trustee for or the holder
of any other evidence of Indebtedness of the Company or any Subsidiary gives any
notice or takes any other action with respect to a claimed default, the Company
shall deliver to the Trustee by registered or certified mail or facsimile
transmission followed by an originally executed copy of an Officers' Certificate
specifying such Default, Event of Default, notice or other action, the status
thereof and what

                                       - -
<PAGE>
actions the Company and the Guarantors are taking or propose to take with
respect thereto, within five Business Days after the occurrence of such Default
or Event of Default.

         Section 1022.     Waiver of Certain Covenants.

                  The Company and the Guarantors may omit in any particular
instance to comply with any covenant or condition set forth in Sections 1005
through 1011, 1013, 1014, and 1016 through 1021, if, before or after the time
for such compliance, the Holders of not less than a majority in aggregate
principal amount of the Securities at the time Outstanding shall, by Act of such
Holders, waive such compliance in such instance with such covenant or provision,
but no such waiver shall extend to or affect such covenant or condition except
to the extent so expressly waived, and, until such waiver shall become
effective, the obligations of the Company and the duties of the Trustee in
respect of any such covenant or condition shall remain in full force and effect.

         Section 1023.     Fall Away Event.

                  In the event of the occurrence of a Fall Away Event (and
notwithstanding the failure of the Company subsequently to maintain Investment
Grade Status), (i) the covenants and provisions described herein under Section
1008, Section 1009, Section 1010, Section 1012, Section 1016, and Section 1017
shall each no longer be in effect for the remaining term of the Securities, (ii)
the Company will no longer be subject to the financial test set forth in clause
(3) under paragraph (a) of Section 801 herein or to clause (b) in the first
paragraph or clause (c) in the first and fourth paragraphs of Section 1018
herein and (iii) (A) the covenant and provisions described under paragraph (a)
of Section 101 1 shall no longer be in effect for the remaining term of the
Securities, provided however, that the covenant and provisions described under
paragraph (b) of Section 101 1 and the definitions relevant thereto shall
thereafter become in effect, and (B) the covenant and provisions described under
Section 1020 and the definitions relevant thereto shall thereafter become in
effect.

                                 ARTICLE ELEVEN

                            REDEMPTION OF SECURITIES

         Section 1101.     Rights of Redemption.

                  (a)      The Securities are subject to redemption at any time
on or after January 15, 2008, at the option of the Company, in whole or in part,
subject to the conditions, and at the Redemption Prices, specified in the form
of Security, together with accrued and unpaid interest, if any, to the
Redemption Date (subject to the right of Holders of record on relevant Regular
Record Dates and Special Record Dates to receive interest due on relevant
Interest Payment Dates and Special Payment Dates).

                  (b)      In addition, at any time prior to January 15, 2006,
the Company, at its option, may use the net proceeds of one or more Public
Equity Offerings to redeem up to an aggregate of 35% of the aggregate principal
amount of Securities issued under this Indenture (including the principal amount
of any Additional Securities issued under this Indenture) at a redemption price
equal to 108.875% of the aggregate principal amount thereof, plus accrued and

                                       - -
<PAGE>
unpaid interest thereon, if any, to the Redemption Date; provided that at least
65% of the aggregate principal amount of Securities (including the principal
amount of any Additional Securities issued under this Indenture) remains
outstanding immediately after the occurrence of such redemption. In order to
effect the foregoing redemption, the Company must mail a notice of redemption no
later than 30 days after the closing of the related Public Equity Offering and
must consummate such redemption within 60 days of the closing of the Public
Equity Offering.

         Section 1102.     Applicability of Article.

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

         Section 1103.     Election to Redeem; Notice to Trustee.

                  The election of the Company to redeem any Securities pursuant
to Section 1101 shall be evidenced by a Company Order and an Officers'
Certificate. In case of any redemption at the election of the Company, the
Company shall, not less than 45 nor more than 60 days prior to the Redemption
Date fixed by the Company (unless a shorter notice period shall be satisfactory
to the Trustee), notify the Trustee in writing of such Redemption Date and of
the principal amount of Securities to be redeemed.

         Section 1104.     Selection by Trustee of Securities to Be Redeemed.

                  If less than all the Securities are to be redeemed, the
particular Securities or portions thereof to be redeemed shall be selected not
more than 30 days prior to the Redemption Date. The Trustee shall select the
Securities or portions thereof to be redeemed in compliance with the
requirements of the principal national security exchange, if any, on which the
Securities are listed, or if the Securities are not so listed, pro rutu, by lot
or by any other method the Trustee shall deem fair and reasonable. The amounts
to be redeemed shall be equal to $1,000 or any integral multiple thereof.
Redemption pursuant to the provisions of Section 1101(b) relating to a Public
Equity Offering must be made on a pro rata basis or on as nearly a pro rata
basis as practicable (subject to the procedures of DTC or any other depositary).

                  The Trustee shall promptly notify the Company and the Security
Registrar in writing of the Securities selected for redemption and, in the case
of any Securities selected for partial redemption, the principal amount thereof
to be redeemed.

                  For all purposes of this Indenture, unless the context
otherwise requires, all provisions relating to redemption of Securities shall
relate, in the case of any Security redeemed or to be redeemed only in part, to
the portion of the principal amount of such Security which has been or is to be
redeemed.

         Section 1105.     Notice of Redemption.

                  Notice of redemption shall be given by first-class mail,
postage prepaid, mailed not less than 30 days nor more than 60 days prior to the
Redemption Date, to each Holder of Securities to be redeemed, at its address
appearing in the Security Register.

                                       - -
<PAGE>
                  All notices of redemption shall state:

                  (a)      the Redemption Date;

                  (b)      the Redemption Price;

                  (c)      if less than all Outstanding Securities are to be
redeemed, the identification of the particular Securities to be redeemed;

                  (d)      in the case of a Security to be redeemed in part, the
principal amount of such Security to be redeemed and that after the Redemption
Date upon surrender of such Security, new Security or Securities in the
aggregate principal amount equal to the unredeemed portion thereof will be
issued;

                  (e)      that Securities called for redemption must be
surrendered to the Paying Agent to collect the Redemption Price;

                  (f)      that on the Redemption Date the Redemption Price will
become due and payable upon each such Security or portion thereof to be
redeemed, and that (unless the Company shall default in payment of the
Redemption Price) interest thereon shall cease to accrue on and after said date;

                  (g)      the names and addresses of the Paying Agent and the
offices or agencies referred to in Section 1002 where such Securities are to be
surrendered for payment of the Redemption Price;

                  (h)      the CUSIP number, if any, relating to such
Securities; and

                  (i)      the procedures that a Holder must follow to surrender
the Securities to be redeemed.

                  Notice of redemption of Securities to be redeemed at the
election of the Company shall be given by the Company or, at the Company's
written request and upon at least five (5) days notice to the Trustee, by the
Trustee in the name and at the expense of the Company. If the Company elects to
give notice of redemption, it shall provide the Trustee with a certificate
stating that such notice has been given in compliance with the requirements of
this Section 1105.

                  The notice if mailed in the manner herein provided shall be
conclusively presumed to have been given, whether or not the Holder receives
such notice. In any case, failure to give such notice by mail or any defect in
the notice to the Holder of any Security designated for redemption as a whole or
in part shall not affect the validity of the proceedings for the redemption of
any other Security.

         Section 1106.     Deposit of Redemption Price.

                  On or prior to any Redemption Date, the Company shall deposit
with the Trustee or with a Paying Agent (or, if the Company or any of its
Affiliates is acting as Paying Agent, segregate and hold in trust as provided in
Section 1003) an amount of money in same day funds

                                       - -
<PAGE>
sufficient to pay the Redemption Price of, and (except if the Redemption Date
shall be an Interest Payment Date or Special Payment Date) accrued interest on,
all the Securities or portions thereof which are to be redeemed on that date.
The Paying Agent shall promptly mail or deliver to Holders of Securities so
redeemed payment in an amount equal to the Redemption Price of the Securities
purchased from each such Holder. All money, if any, earned on funds held in
trust by the Trustee or any Paying Agent shall be remitted to the Company. For
purposes of this Section 1106, the Company shall choose a Paying Agent which
shall not be the Company.

         Section 1107.     Securities Payable on Redemption Date.

                  Notice of redemption having been given as aforesaid, the
Securities so to be redeemed shall, on the Redemption Date, become due and
payable at the Redemption Price therein specified and from and after such date
(unless the Company shall default in the payment of the Redemption Price and
accrued interest) such Securities shall cease to bear interest. Upon surrender
of any such Security for redemption in accordance with said notice, such
Security shall be paid by the Company at the Redemption Price together with
accrued interest to the Redemption Date; provided, however, that installments of
interest whose Stated Maturity is on or prior to the Redemption Date shall be
payable to the Holders of such Securities, or one or more Predecessor
Securities, registered as such on the relevant Regular Record Dates and Special
Record Dates according to the terms and the provisions of Section 309.

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

         Section 1108.     Securities Redeemed or Purchased in Part.

                  Any Security which is to be redeemed or purchased only in part
shall be surrendered to the Paying Agent at the office or agency maintained for
such purpose pursuant to Section 1002 (with, if the Company, the Security
Registrar or the Trustee so requires, due endorsement by, or a written
instrument of transfer in form satisfactory to the Company, the Security
Registrar or the Trustee, as the case may be, duly executed by, the Holder
thereof or such Holder's attorney duly authorized in writing), and the Company
shall execute, and the Trustee shall authenticate and deliver to the Holder of
such Security without service charge, a new Security or Securities, of any
authorized denomination as requested by such Holder in aggregate principal
amount equal to, and in exchange for, the unredeemed portion of the principal of
the Security so surrendered that is not redeemed or purchased.

                                 ARTICLE TWELVE

                           SATISFACTION AND DISCHARGE

         Section 1201.     Satisfaction and Discharge of Indenture.

                  This Indenture will be discharged and will cease to be of
further effect (except as to surviving rights of registration of transfer or
exchange of Securities as expressly provided for herein) as to all Outstanding
Securities hereunder, and the Trustee, upon Company Request and

                                       - -
<PAGE>
at the expense of the Company, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture, when

                  (a)      either

                           (1)      all such Securities theretofore
                  authenticated and delivered (other than (i) lost, stolen or
                  destroyed Securities which have been replaced or paid as
                  provided in Section 308 or (ii) all Securities for whose
                  payment money has theretofore been deposited in trust or
                  segregated and held in trust by the Company and thereafter
                  repaid to the Company or discharged from such trust as
                  provided in Section 1003) have been delivered to the Trustee
                  for cancellation; or

                           (2)      all Securities not theretofore delivered to
                  the Trustee for cancellation (i) have become due and payable,
                  (ii) will become due and payable at their Stated Maturity
                  within one year, or (iii) are to be called for redemption
                  within one year under arrangements satisfactory to the Trustee
                  for the giving of notice of redemption by the Trustee in the
                  name, and at the expense, of the Company;

                  (b)      the Company or any Guarantor has irrevocably
         deposited or caused to be deposited with the Trustee as trust funds in
         trust an amount in United States dollars sufficient to pay and
         discharge the entire Indebtedness on the Securities not theretofore
         delivered to the Trustee for cancellation, including the principal of,
         premium, if any, and accrued interest on, such Securities at such
         Maturity, Stated Maturity or Redemption Date;

                  (c)      no Default or Event of Default shall have occurred
and be continuing on the date of such deposit;

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

                  (e)      the Company has delivered to the Trustee an Officers'
Certificate and an Opinion of Independent Counsel, in form and substance
satisfactory to the Trustee, each stating that all conditions precedent herein
relating to the satisfaction and discharge hereof have been complied with.

                  Notwithstanding the satisfaction and discharge hereof, the
obligations of the Company to the Trustee under Section 607 and, if United
States dollars shall have been deposited with the Trustee pursuant to subclause
(2) of subsection (a) of this Section 1201, the obligations of the Trustee under
Section 1202 and the last paragraph of Section 1003 shall survive.

         Section 1202.     Application of Trust Money.

                  Subject to the provisions of the last paragraph of Section
1003, all United States dollars deposited with the Trustee pursuant to Section
1201 shall be held in trust and applied by it, in accordance with the provisions
of the Securities and this Indenture, to the payment, either

                                       - -
<PAGE>
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 of, premium, if any, and interest on, the Securities for whose
payment such United States dollars have been deposited with the Trustee.

                                ARTICLE THIRTEEN

                           SUBORDINATION OF SECURITIES

         Section 1301.     Securities Subordinate to Senior Indebtedness.

                  The Company covenants and agrees, and each Holder of a
Security, by such Holder's acceptance thereof, likewise covenants and agrees,
that, to the extent and in the manner hereinafter set forth in this Article, the
Indebtedness represented by the Securities and the payment of the principal of,
premium, if any, and interest on, the Securities are hereby expressly made
subordinate and subject in right of payment as provided in this Article to the
prior payment in full in cash (or in any other form as acceptable to the holders
of Senior Indebtedness) of the Senior Indebtedness.

                  This Article Thirteen shall constitute a continuing offer to
all Persons who, in reliance upon such provisions, become holders of, or
continue to hold Senior Indebtedness; and such provisions are made for the
benefit of the holders of Senior Indebtedness; and such holders are made
obligees hereunder and they or each of them may enforce such provisions as
provided herein.

         Section 1302.     Payment Over of Proceeds Upon Dissolution, etc.

                  In the event of (a) any insolvency or bankruptcy case or
proceeding, or any receivership, liquidation, reorganization or other similar
case or proceeding, relative to the Company or to its assets, or (b) any
liquidation, dissolution or other winding up of the Company, whether voluntary
or involuntary, or (c) any assignment for the benefit of creditors or any other
marshaling of assets or liabilities of the Company, then and in any such event:

                  (1)      the holders of Senior Indebtedness shall be entitled
to receive payment in full in cash (or in any other form as acceptable to the
holders of Senior Indebtedness) of all amounts due on or in respect of Senior
Indebtedness before the Holders of the Securities are entitled to receive any
payment or distribution of any kind or character (other than any payment or
distribution in the form of Permitted Junior Securities and any amounts
previously set aside with the Trustee or payments previously made, in either
case, pursuant to the provisions described under Article Four hereof) on account
of the principal of, premium, if any, or interest on the Securities or on
account of the purchase, redemption, defeasance or other acquisition of, or in
respect of, the Securities; and

                  (2)      any payment or distribution of assets of the Company
of any kind or character, whether in cash, property or securities (excluding
Permitted Junior Securities), by set- off or otherwise, to which the Holders or
the Trustee would be entitled but for the provisions of this Article shall be
paid by the liquidating trustee or agent or other Person making such payment or
distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee
or otherwise,

                                       - -
<PAGE>
directly to the holders of Senior Indebtedness or their representative or
representatives or to the trustee or trustees under any indenture under which
any instruments evidencing any of such Senior Indebtedness may have been issued,
ratably according to the aggregate amounts remaining unpaid on account of the
Senior Indebtedness held or represented by each, to the extent necessary to make
payment in full in cash (or in any other form as acceptable to the holders of
Senior Indebtedness) of all Senior Indebtedness remaining unpaid, after giving
effect to any concurrent payment or distribution to the holders of such Senior
Indebtedness; and

                  (3)      in the event that, notwithstanding the foregoing
provisions of this Section, the Trustee or the Holder of any Security shall have
received any payment or distribution of assets of the Company of any kind or
character, whether in cash, property or securities (excluding Permitted Junior
Securities), in respect of principal, premium, if any, and interest on the
Securities before all Senior Indebtedness is paid in full in cash (or in any
other form as acceptable to the holders of Senior Indebtedness), then and in
such event such payment or distribution (excluding Permitted Junior Securities)
shall be paid over or delivered forthwith to the trustee in bankruptcy,
receiver, liquidating trustee, custodian, assignee, agent or other Person making
payments or distributions of assets of the Company for application to the
payment of all Senior Indebtedness remaining unpaid, to the extent necessary to
pay all Senior Indebtedness in full in cash (or in any other form as acceptable
to the holders of Senior Indebtedness) after giving effect to any concurrent
payment or distribution to or for the holders of Senior Indebtedness.

                  The consolidation of the Company with, or the merger of the
Company with or into, another Person or the liquidation or dissolution of the
Company following the sale, assignment, conveyance, transfer, lease or other
disposal of its properties and assets substantially as an entirety to another
Person upon the terms and conditions set forth in Article Eight shall not be
deemed a dissolution, winding up, liquidation, reorganization, assignment for
the benefit of creditors or marshaling of assets and liabilities of the Company
for the purposes of this Section if the Person formed by such consolidation or
the surviving entity of such merger or the Person which acquires by sale,
assignment, conveyance, transfer, lease or other disposal of such properties and
assets substantially as an entirety, as the case may be, shall, as a part of
such consolidation, merger, sale, assignment, conveyance, transfer, lease or
other disposal, comply with the conditions set forth in Article Eight.

         Section 1303.     Suspension of Payment When Designated Senior
Indebtedness in Default.

                  (a)      Unless Section 1302 shall be applicable, upon the
occurrence of any default in the payment of any Designated Senior Indebtedness
beyond any applicable grace period (a "Payment Default") and after the receipt
by the Trustee from a Senior Representative of any Designated Senior
Indebtedness of written notice of such default, no payment (other than any
payment or distribution in the form of Permitted Junior Securities and any
payment previously set aside with the Trustee or payments previously made, in
either case, pursuant to Section 402 or 403 in this Indenture) or distribution
of any assets of the Company of any kind or character may be made on account of
the principal of, premium, if any, or interest on, the Securities, or on account
of the purchase, redemption, defeasance or other acquisition of or in respect
of, the Securities unless and until such Payment Default shall have been cured
or waived or shall have ceased to exist or such Designated Senior Indebtedness
shall have been discharged

                                       - -
<PAGE>
or paid in full in cash (or in any other form as acceptable to the holders of
Senior Indebtedness), after which the Company shall (subject to the other
provisions of this Article Thirteen) resume making any and all required payments
in respect of the Securities, including any missed payments.

                  (b)      Unless Section 1302 shall be applicable, (1) upon the
occurrence and during the continuance of any non-payment default with respect to
any Designated Senior Indebtedness pursuant to which the maturity thereof may
then be accelerated immediately (a "Non-payment Default") and (2) after the
receipt by the Trustee and the Company from a Senior Representative of any
Designated Senior Indebtedness of written notice of such Non-payment Default, no
payment (other than any payment or distribution in the form of Permitted Junior
Securities and any payment previously set aside with the Trustee, or payments
previously made, in either case, pursuant to the provisions of Sections 402 or
403 in this Indenture) or distribution of any assets of the Company of any kind
or character may be made by the Company on account of the principal of, premium,
if any, or interest on, the Securities, or on account of the purchase,
redemption, defeasance or other acquisition of, or in respect of, the Securities
for the period specified below ("Payment Blockage Period").

                  (c)      The Payment Blockage Period shall commence upon the
receipt of notice of the Non-payment Default by the Trustee and the Company from
a Senior Representative and shall end on the earliest of (i) the 179th day after
such commencement, (ii) the date on which such Non-payment Default (and all
Non-payment Defaults as to which notice is given after such Payment Blockage
Period is initiated) is cured, waived or ceases to exist or on which such
Designated Senior Indebtedness is discharged or paid in full in cash (or in any
other form as acceptable to the holders of Senior Indebtedness), or (iii) the
date on which such Payment Blockage Period (and all other Non-payment Defaults
as to which notice is given after such Payment Blockage Period is initiated)
shall have been terminated by written notice to the Company or the Trustee from
the Senior Representative initiating such Payment Blockage Period. When the
Payment Blockage Period ends, unless a Payment Default has occurred and is
continuing, the Company shall promptly resume making any and all required
payments in respect of the Securities, including any missed payments. In no
event will a Payment Blockage Period extend beyond 179 days from the date of the
receipt by the Company or the Trustee of the notice initiating such Payment
Blockage Period (such 179-day period referred to as the "Initial Period"). Any
number of notices of Non-payment Defaults may be given during the Initial
Period. However, during any period of 365 consecutive days only one Payment
Blockage Period may commence, the duration of such period may not exceed 179
days, and there must be a 186 consecutive day period in any 365 day period
during which no Payment Blockage Period is in effect. No Non-payment Default
with respect to Designated Senior Indebtedness that existed or was continuing on
the date of the commencement of any Payment Blockage Period will be, or can be,
made the basis for the commencement of a second Payment Blockage Period, whether
or not within a period of 365 consecutive days, unless such default has been
cured or waived for a period of not less than 90 consecutive days subsequent to
the commencement of the Initial Period (it being acknowledged that any
subsequent action or any breach of a financial covenant for a period ending
after the date of commencement of such Payment Blockage Period that, in either
case, would give rise to an event of default pursuant to any provision under
which an Event of Default previously existed or was continuing shall constitute
a new Event of Default for this purpose). The Company shall deliver a notice to
the Trustee promptly after the date on

                                       - -
<PAGE>
which any Non-payment Default is cured or waived or ceases to exist or on which
the Designated Senior Indebtedness related thereto is discharged or paid in full
in cash (or in any other form as acceptable to the holders of Senior
Indebtedness), and the Trustee is authorized to act in reliance on such notice.

         Section 1304.     Payment Permitted if No Default.

                  Nothing contained in this Article, elsewhere in this Indenture
or in any of the Securities shall prevent the Company, at any time except during
the pendency of any case, proceeding, dissolution, liquidation or other
winding-up, assignment for the benefit of creditors or other marshaling of
assets and liabilities of the Company referred to in Section 1302 or under the
conditions described in Section 1303, from making payments at any time of
principal of, premium, if any, or interest on the Securities.

         Section 1305.     Subrogation to Rights of Holders of Senior
Indebtedness.

                  After the payment in full in cash (or in any other form as
acceptable to the holders of Senior Indebtedness) of all Senior Indebtedness,
the Holders of the Securities shall be subrogated to the rights of the holders
of such Senior Indebtedness to receive payments and distributions of cash,
property and securities applicable to the Senior Indebtedness until the
principal of, premium, if any, and interest on, the Securities shall be paid in
full. For purposes of such subrogation, no payments or distributions to the
holders of Senior Indebtedness of any cash, property or securities to which the
Holders of the Securities or the Trustee would be entitled except for the
provisions of this Article, and no payments over pursuant to the provisions of
this Article to the holders of Senior Indebtedness by Holders of the Securities
or the Trustee, shall, as among the Company, its creditors other than holders of
Senior Indebtedness, and the Holders of the Securities, be deemed to be a
payment or distribution by the Company to or on account of the Senior
Indebtedness.

         Section 1306.     Provisions Solely to Define Relative Rights.

                  The provisions of this Article are intended solely for the
purpose of defining the relative rights of the Holders of the Securities on the
one hand and the holders of Senior Indebtedness on the other hand. Nothing
contained in this Article or elsewhere in this Indenture or in the Securities is
intended to or shall (a) impair, as among the Company, its creditors other than
holders of Senior Indebtedness and the Holders of the Securities, the obligation
of the Company, which is absolute and unconditional, to pay to the Holders of
the Securities the principal of, premium, if any, and interest on, the
Securities as and when the same shall become due and payable in accordance with
their terms; or (b) affect the relative rights against the Company or the
Holders of the Securities and creditors of the Company other than the holders of
Senior Indebtedness; or (c) prevent the Trustee or the Holder of any Security
from exercising all remedies otherwise permitted by applicable law upon default
under this Indenture, subject to the rights, if any, under this Article of the
holders of Senior Indebtedness (1) in any case, proceeding, dissolution,
liquidation or other winding up, assignment for the benefit of creditors or
other marshaling of assets and liabilities of the Company referred to in Section
1302, to receive, pursuant to and in accordance with such Section, cash,
property and securities otherwise

                                       - -
<PAGE>
payable or deliverable to the Trustee or such Holder, or (2) under the
conditions specified in Section 1303, to prevent any payment prohibited by such
Section.

         Section 1307.     Trustee to Effectuate Subordination.

                  Each Holder of a Security by such Holder's acceptance thereof
authorizes and directs the Trustee on such Holder's behalf to take such action
as may be necessary or appropriate to effectuate the subordination provided in
this Article and appoints the Trustee such Holder's attorney-in-fact for any and
all such purposes, including, in the event of any dissolution, winding-up,
liquidation or reorganization of the Company whether in bankruptcy, insolvency,
receivership proceedings, or otherwise, the timely filing of a claim for the
unpaid balance of the indebtedness of the Company owing to such Holder in the
form required in such proceedings and the causing of such claim to be approved.

         Section 1308.     No Waiver of Subordination Provisions.

                  (a)      No right of any present or future holder of any
Senior Indebtedness to enforce subordination as herein provided shall at any
time in any way be prejudiced or impaired by any act or failure to act on the
part of the Company or by any act or failure to act, in good faith, by any such
holder, or by any non-compliance by the Company with the terms, provisions and
covenants of this Indenture, regardless of any knowledge thereof any such holder
may have or be otherwise charged with.

                  (b)      Without limiting the generality of subsection (a) of
this Section, the holders of Senior Indebtedness may, at any time and from time
to time, without the consent of or notice to the Trustee or the Holders of the
Securities, without incurring responsibility to the Holders of the Securities
and without impairing or releasing the subordination provided in this Article or
the obligations hereunder of the Holders of the Securities to the holders of
Senior Indebtedness, do any one or more of the following: (1) change the manner,
place or terms of payment or extend the time of payment of, or renew or alter,
Senior Indebtedness or any instrument evidencing the same or any agreement under
which Senior Indebtedness is outstanding; (2) sell, exchange, release or
otherwise deal with any property pledged, mortgaged or otherwise securing Senior
Indebtedness; (3) release any Person liable in any manner for the collection or
payment of Senior Indebtedness; and (4) exercise or refrain from exercising any
rights against the Company and any other Person; provided, however, that in no
event shall any such actions limit the right of the Holders of the Securities to
take any action to accelerate the maturity of the Securities pursuant to
Article Five of this Indenture or to pursue any rights or remedies hereunder or
under applicable laws if the taking of such action does not otherwise violate
the terms of this Article.

         Section 1309.     Notice to Trustee.

                  (a)      The Company shall give prompt written notice to the
Trustee of any fact known to the Company which would prohibit the making of any
payment to or by the Trustee in respect of the Securities. Notwithstanding the
provisions of this Article or any other provision of this Indenture, the Trustee
shall not be charged with knowledge of the existence of any facts which would
prohibit the making of any payment to or by the Trustee in respect of the
Securities,

                                       - -
<PAGE>
unless and until the Trustee shall have received written notice thereof from the
Company or a holder of Senior Indebtedness or from a Senior Representative or
any trustee, fiduciary or agent therefor; and, prior to the receipt of any such
written notice, the Trustee shall be entitled in all respects to assume that no
such facts exist; provided, however, that if the Trustee shall not have received
the notice provided for in this Section by Noon, Eastern Time, on the Business
Day prior to the date upon which by the terms hereof any money may become
payable for any purpose (including, without limitation, the payment of the
principal of, premium, if any, or interest on any Security), then, anything
herein contained to the contrary notwithstanding but without limiting the rights
and remedies of the holders of Senior Indebtedness, a Senior Representative or
any trustee, fiduciary or agent thereof, the Trustee shall have full power and
authority to receive such money and to apply the same to the purpose for which
such money was received and shall not be affected by any notice to the contrary
which may be received by it after such date; nor shall the Trustee be charged
with knowledge of the curing of any such default or the elimination of the act
or condition preventing any such payment unless and until the Trustee shall have
received an Officers' Certificate to such effect.

                  (b)      The Trustee shall be entitled to rely on the delivery
to it of a written notice to the Trustee and the Company by a Person which
represents itself as a Senior Representative or a holder of Senior Indebtedness
(or a trustee, fiduciary or agent therefor) to establish that such notice has
been given by a Senior Representative or a holder of Senior Indebtedness (or a
trustee, fiduciary or agent therefor); provided, however, that failure to give
such notice to the Company shall not affect in any way the ability of the
Trustee to rely on such notice. In the event that the Trustee determines in good
faith that further evidence is required with respect to the right of any Person
as a holder of Senior Indebtedness to participate in any payment or distribution
pursuant to this Article, the Trustee may request such Person to furnish
evidence to the reasonable satisfaction of the Trustee as to the amount of
Senior Indebtedness held by such Person, the extent to which such Person is
entitled to participate in such payment or distribution and any other facts
pertinent to the rights of such Person under this Article, and if such evidence
is not furnished, the Trustee may defer any payment to such Person pending
judicial determination as to the right of such Person to receive such payment.

         Section 1310.     Reliance on Judicial Orders or Certificates.

                  Upon any payment or distribution of assets of the Company
referred to in this Article, the Trustee and the Holders of the Securities shall
be entitled to rely upon any order or decree entered by any court of competent
jurisdiction in which such insolvency, bankruptcy, receivership, liquidation,
reorganization, dissolution, winding up or similar case or proceeding is
pending, or a certificate of the trustee in bankruptcy, receiver, liquidating
trustee, custodian, assignee for the benefit of creditors, agent or other person
making such payment or distribution, or a certificate of a Senior
Representative, delivered to the Trustee or to the Holders of Securities for the
purpose of ascertaining the Persons entitled to participate in such payment or
distribution, the holders of Senior Indebtedness and other indebtedness of the
Company, the amount thereof or payable thereon, the amount or amounts paid or
distributed thereon and all other facts pertinent thereto or to this Article,
provided that the foregoing shall apply only if such court has been fully
apprised of the provisions of this Article.

                                       - -
<PAGE>
         Section 1311.     Rights of Trustee as a Holder of Senior Indebtedness;
Preservation of Trustee's Rights.

                  The Trustee in its individual capacity shall be entitled to
all the rights set forth in this Article with respect to any Senior Indebtedness
which may at any time be held by it, to the same extent as any other holder of
Senior Indebtedness, and nothing in this Indenture shall deprive the Trustee of
any of its rights as such holder. Nothing in this Article shall apply to claims
of, or payments to, the Trustee under or pursuant to Section 607.

         Section 1312.     Article Applicable to Paying Agents.

                  In case at any time any Paying Agent other than the Trustee
shall have been appointed by the Company and be then acting under this
Indenture, the term "Trustee" as used in this Article shall in such case (unless
the context otherwise requires) be construed as extending to and including such
Paying Agent within its meaning as fully for all intents and purposes as if such
Paying Agent were named in this Article in addition to or in place of the
Trustee; provided, however, that Section 1311 shall not apply to the Company or
any Affiliate of the Company if it or such Affiliate acts as Paying Agent.

         Section 1313.     No Suspension of Remedies.

                  Nothing contained in this Article shall limit the right of the
Trustee or the Holders of Securities to take any action to accelerate the
maturity of the Securities pursuant to Article Five of this Indenture or to
pursue any rights or remedies hereunder or under applicable law, subject to the
rights, if any, under this Article of the holders, from time to time, of Senior
Indebtedness to receive the cash, property or securities receivable upon the
exercise of such rights or remedies.

         Section 1314.     Trustee's Relation to Senior Indebtedness.

                  With respect to the holders of Senior Indebtedness, the
Trustee undertakes to perform or to observe only such of its covenants and
obligations as are specifically set forth in this Article, and no implied
covenants or obligations with respect to the holders of Senior Indebtedness
shall be read into this Article against the Trustee. The Trustee shall not be
deemed to owe any fiduciary duty to the holders of Senior Indebtedness and the
Trustee shall not be liable to any holder of Senior Indebtedness if it shall in
good faith mistakenly (absent willful misconduct) pay over or deliver to
Holders, the Company or any other Person moneys or assets to which any holder of
Senior Indebtedness shall be entitled by virtue of this Article or otherwise.

                                ARTICLE FOURTEEN

                                   GUARANTEES

         Section 1401.     Guarantors' Guarantee.

                  For value received, each of the Guarantors, in accordance with
this Article Fourteen, hereby absolutely, fully, unconditionally and irrevocably
guarantees, jointly and

                                       - -
<PAGE>
severally with each other and with each other Person which may become a
Guarantor hereunder, to the Trustee and the Holders, as if the Guarantors were
the principal debtor, the punctual payment and performance when due of all
Indenture Obligations (which for purposes of this Guarantee shall also be deemed
to include all commissions, fees, charges, costs and other expenses (including
reasonable legal fees and disbursements of one counsel) arising out of or
incurred by the Trustee or the Holders in connection with the enforcement of
this Guarantee).

         Section 1402.     Continuing Guarantee; No Right of Set-Off;
Independent Obligation.

                  (a)      This Guarantee shall be a continuing guarantee of the
payment and performance of all Indenture Obligations and shall remain in full
force and effect until the payment in full of all of the Indenture Obligations
and shall apply to and secure any ultimate balance due or remaining unpaid to
the Trustee or the Holders; and this Guarantee shall not be considered as wholly
or partially satisfied by the payment or liquidation at any time or from time to
time of any sum of money for the time being due or remaining unpaid to the
Trustee or the Holders. Each Guarantor, jointly and severally, covenants and
agrees to comply with all obligations, covenants, agreements and provisions
applicable to it in this Indenture including those set forth in Article Eight.
Without limiting the generality of the foregoing, each Guarantor's liability
shall extend to all amounts which constitute part of the Indenture Obligations
and would be owed by the Company under this Indenture and the Securities but for
the fact that they are unenforceable, reduced, limited, impaired, suspended or
not allowable due to the existence of a bankruptcy, reorganization or similar
proceeding involving the Company.

                  (b)      Each Guarantor, jointly and severally, hereby
guarantees that the Indenture Obligations will be paid to the Trustee without
set-off or counterclaim or other reduction whatsoever (whether for taxes,
withholding or otherwise) in lawful currency of the United States of America.

                  (c)      Each Guarantor's liability to pay or perform or cause
the performance of the Indenture Obligations under this Guarantee shall arise
forthwith after demand for payment or performance by the Trustee has been given
to the Guarantors in the manner prescribed in Section 106 hereof.

                  (d)      Except as provided herein, the provisions of this
Article Fourteen cover all agreements between the parties hereto relative to
this Guarantee and none of the parties shall be bound by any representation,
warranty or promise made by any Person relative thereto which is not embodied
herein; and it is specifically acknowledged and agreed that this Guarantee has
been delivered by each Guarantor free of any conditions whatsoever and that no
representations, warranties or promises have been made to any Guarantor
affecting its liabilities hereunder, and that the Trustee shall not be bound by
any representations, warranties or promises now or at any time hereafter made by
the Company to any Guarantor.

                  (e)      This Guarantee is a guarantee of payment, performance
and compliance and not of collectibility and is in no way conditioned or
contingent upon any attempt to collect from or enforce performance or compliance
by the Company or upon any event or condition whatsoever.

                                       - -
<PAGE>
                  (f)      The obligations of the Guarantors set forth herein
constitute the full recourse obligations of the Guarantors enforceable against
them to the full extent of all their assets and properties.

         Section 1403.     Guarantee Absolute.

                  The obligations of the Guarantors hereunder are independent of
the obligations of the Company under the Securities and this Indenture and a
separate action or actions may be brought and prosecuted against any Guarantor
whether or not an action or proceeding is brought against the Company and
whether or not the Company is joined in any such action or proceeding. The
liability of the Guarantors hereunder is irrevocable, absolute and unconditional
and (to the extent permitted by law) the liability and obligations of the
Guarantors hereunder shall not be released, discharged, mitigated, waived,
impaired or affected in whole or in part by:

                  (a)      any defect or lack of validity or enforceability in
                           respect of any Indebtedness or other obligation of
                           the Company or any other Person under this Indenture
                           or the Securities, or any agreement or instrument
                           relating to any of the foregoing;

                  (b)      any grants of time, renewals, extensions,
                           indulgences, releases, discharges or modifications
                           which the Trustee or the Holders may extend to, or
                           make with, the Company, any Guarantor or any other
                           Person, or any change in the time, manner or place of
                           payment of, or in any other term of, all or any of
                           the Indenture Obligations, or any other amendment or
                           waiver of, or any consent to or departure from, this
                           Indenture or the Securities, including any increase
                           or decrease in the Indenture Obligations;

                  (c)      the taking of security from the Company, any
                           Guarantor or any other Person, and the release,
                           discharge or alteration of, or other dealing with,
                           such security;

                  (d)      the occurrence of any change in the laws, rules,
                           regulations or ordinances of any jurisdiction by any
                           present or future action of any governmental
                           authority or court amending, varying, reducing or
                           otherwise affecting, or purporting to amend, vary,
                           reduce or otherwise affect, any of the Indenture
                           Obligations and the obligations of any Guarantor
                           hereunder;

                  (e)      the abstention from taking security from the Company,
                           any Guarantor or any other Person or from perfecting,
                           continuing to keep perfected or taking advantage of
                           any security;

                  (f)      any loss, diminution of value or lack of
                           enforceability of any security received from the
                           Company, any Guarantor or any other Person, and
                           including any other guarantees received by the
                           Trustee;

                  (g)      any other dealings with the Company, any Guarantor or
                           any other Person, or with any security;

                                       - -
<PAGE>
                  (h)      the Trustee's or the Holders' acceptance of
                           compositions from the Company or any Guarantor;

                  (i)      the application by the Holders or the Trustee of all
                           monies at any time and from time to time received
                           from the Company, any Guarantor or any other Person
                           on account of any indebtedness and liabilities owing
                           by the Company or any Guarantor to the Trustee or the
                           Holders, in such manner as the Trustee or the Holders
                           deems best and the changing of such application in
                           whole or in part and at any time or from time to
                           time, or any manner of application of collateral, or
                           proceeds thereof, to all or any of the Indenture
                           Obligations, or the manner of sale of any collateral;

                  (j)      the release or discharge of the Company or any
                           Guarantor of the Securities or of any Person liable
                           directly as surety or otherwise by operation of law
                           or otherwise for the Securities, other than an
                           express release in writing given by the Trustee, on
                           behalf of the Holders, of the liability and
                           obligations of any Guarantor hereunder;

                  (k)      any change in the name, business, capital structure
                           or governing instrument of the Company or any
                           Guarantor or any restructuring of any of the
                           Indenture Obligations;

                  (l)      subject to Section 1414, the sale of the Company's or
                           any Guarantor's business or any part thereof;

                  (m)      subject to Section 1414, any merger or consolidation,
                           arrangement or reorganization of the Company, any
                           Guarantor, any Person resulting from the merger or
                           consolidation of the Company or any Guarantor with
                           any other Person or any other successor to such
                           Person or merged or consolidated Person or any other
                           change in the corporate existence, structure or
                           ownership of the Company or any Guarantor or any
                           change in the corporate relationship between the
                           Company and any Guarantor, or any termination of such
                           relationship;

                  (n)      the insolvency, bankruptcy, liquidation, winding-up,
                           dissolution, receivership, arrangement, readjustment,
                           assignment for the benefit of creditors or
                           distribution of the assets of the Company or its
                           assets or any resulting discharge of any obligations
                           of the Company (whether voluntary or involuntary) or
                           of any Guarantor (whether voluntary or involuntary)
                           or the loss of corporate existence;

                  (o)      subject to Section 1414, any arrangement or plan of
                           reorganization affecting the Company or any
                           Guarantor;

                  (p)      any failure, omission or delay on the part of the
                           Company to conform or comply with any term of this
                           Indenture;

                                       - -
<PAGE>
                  (q)      any limitation on the liability or obligations of the
                           Company or any other Person under this Indenture, or
                           any discharge, termination, cancellation,
                           distribution, irregularity, invalidity or
                           unenforceability in whole or in part of this
                           Indenture;

                  (r)      any other circumstance that might otherwise
                           constitute a defense available to, or discharge of,
                           the Company or any Guarantor; or

                  (s)      any modification, compromise, settlement or release
                           by the Trustee, or by operation of law or otherwise,
                           of the Indenture Obligations or the liability of the
                           Company or any other obligor under the Securities, in
                           whole or in part, and any refusal of payment by the
                           Trustee, in whole or in part, from any other obligor
                           or other guarantor in connection with any of the
                           Indenture Obligations, whether or not with notice to,
                           or further assent by, or any reservation of rights
                           against, each of the Guarantors.

         Section 1404.     Right to Demand Full Performance.

                  In the event of any demand for payment or performance by the
Trustee from any Guarantor hereunder, the Trustee shall have the right to demand
its full claim and to receive all payments in respect thereof until the
Indenture Obligations have been paid in full, and the Guarantors shall continue
to be jointly and severally liable hereunder for any balance which may be owing
to the Trustee or the Holders by the Company under this Indenture and the
Securities. The retention by the Trustee or the Holders of any security, prior
to the realization by the Trustee or the Holders of its rights to such security
upon foreclosure thereon, shall not, as between the Trustee and any Guarantor,
be considered as a purchase of such security, or as payment, satisfaction or
reduction of the Indenture Obligations due to the Trustee or the Holders by the
Company or any part thereof. Each Guarantor, promptly after demand, will
reimburse the Trustee and the Holders for all costs and expenses of collecting
such amount under, or enforcing this Guarantee, including, without limitation,
the reasonable fees and expenses of counsel.

         Section 1405.     Waivers.

                  (a)      Each Guarantor hereby expressly waives (to the extent
permitted by law) notice of the acceptance of this Guarantee and notice of the
existence, renewal, extension or the non-performance, non-payment, or
non-observance on the part of the Company of any of the terms, covenants,
conditions and provisions of this Indenture or the Securities or any other
notice whatsoever to or upon the Company or such Guarantor with respect to the
Indenture Obligations, whether by statute, rule of law or otherwise. Each
Guarantor hereby acknowledges communication to it of the terms of this Indenture
and the Securities and all of the provisions therein contained and consents to
and approves the same. Each Guarantor hereby expressly waives (to the extent
permitted by law) diligence, presentment, protest and demand for payment with
respect to (i) any notice of sale, transfer or other disposition of any right,
title to or interest in the Securities by the Holders or in this Indenture, (ii)
any release of any Guarantor from its obligations hereunder resulting from any
loss by it of its rights of subrogation hereunder and (iii) any other
circumstances whatsoever that might otherwise constitute a legal or equitable

                                       - -
<PAGE>
discharge, release or defense of a guarantor or surety or that might otherwise
limit recourse against such Guarantor.

                  (b)      Without prejudice to any of the rights or recourses
which the Trustee or the Holders may have against the Company, each Guarantor
hereby expressly waives (to the extent permitted by law) any right to require
the Trustee or the Holders to:

                           (i)      enforce, assert, exercise, initiate or
                                    exhaust any rights, remedies or recourse
                                    against the Company, any Guarantor or any
                                    other Person under this Indenture or
                                    otherwise;

                           (ii)     value, realize upon, or dispose of any
                                    security of the Company or any other Person
                                    held by the Trustee or the Holders;

                           (iii)    initiate or exhaust any other remedy which
                                    the Trustee or the Holders may have in law
                                    or equity; or

                           (iv)     mitigate the damages resulting from any
                                    default under this Indenture;

before requiring or becoming entitled to demand payment from such Guarantor
under this Guarantee.

         Section 1406.     The Guarantors Remain Obligated in Event the Company
Is No Longer Obligated to Discharge Indenture Obligations.

                  It is the express intention of the Trustee and the Guarantors
that if for any reason the Company has no legal existence, is or becomes under
no legal obligation to discharge the Indenture Obligations owing to the Trustee
or the Holders by the Company or if any of the Indenture Obligations owing by
the Company to the Trustee or the Holders becomes irrecoverable from the Company
by operation of law or for any reason whatsoever, this Guarantee and the
covenants, agreements and obligations of the Guarantors contained in this
Article Fourteen shall nevertheless be binding upon the Guarantors, as principal
debtor, until such time as all such Indenture Obligations have been paid in full
to the Trustee and all Indenture Obligations owing to the Trustee or the Holders
by the Company have been discharged, or such earlier time as Section 402 shall
apply to the Securities and the Guarantors shall be responsible for the payment
thereof to the Trustee or the Holders upon demand.

         Section 1407.     Fraudulent Conveyance; Contribution; Subrogation.

                  (a)      Each Guarantor that is a Subsidiary of the Company
and, by its acceptance hereof, each Holder hereby confirm that it is the
intention of all such parties that the Guarantee by such Guarantor pursuant to
its Guarantee not constitute a fraudulent transfer or conveyance for purposes of
the Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform
Fraudulent Transfer Act or any similar federal or state law. To effectuate the
foregoing intention, the Holders and such Guarantor hereby irrevocably agree
that the obligations of such Guarantor under its Guarantee shall be limited to
the maximum amount which, after giving effect to all other contingent and fixed
liabilities of such Guarantor and after giving effect to any

                                       - -
<PAGE>
collections from or payments made by or on behalf of any other Guarantor in
respect of the obligations of such other Guarantor under its Guarantee or
pursuant to its contribution obligations under this Indenture, will result in
the obligations of such Guarantor under its Guarantee not constituting such
fraudulent transfer or conveyance.

                  (b)      Each Guarantor that makes a payment or distribution
under its Guarantee shall be entitled to a contribution from each other
Guarantor, if any, in a pro rata amount based on the net assets of each
Guarantor, determined in accordance with GAAP.

                  (c)      Until the Securities are paid in full, each Guarantor
hereby waives all rights of subrogation or contribution, whether arising by
contract or operation of law (including, without limitation, any such right
arising under federal bankruptcy law) or otherwise by reason of any payment by
it pursuant to the provisions of this Article Fourteen.

         Section 1408.     Guarantee Is in Addition to Other Security.

                  This Guarantee shall be in addition to and not in substitution
for any other guarantees or other security which the Trustee may now or
hereafter hold in respect of the Indenture Obligations owing to the Trustee or
the Holders by the Company and (except as may be required by law) the Trustee
shall be under no obligation to marshal in favor of each of the Guarantors any
other guarantees or other security or any moneys or other assets which the
Trustee may be entitled to receive or upon which the Trustee or the Holders may
have a claim.

         Section 1409.     Release of Security Interests.

                  Without limiting the generality of the foregoing and except as
otherwise provided in this Indenture, each Guarantor hereby consents and agrees,
to the fullest extent permitted by applicable law, that the rights of the
Trustee hereunder, and the liability of the Guarantors hereunder, shall not be
affected by any and all releases for any purpose of any collateral, if any, from
the Liens and security interests created by any collateral document and that
this Guarantee shall continue to be effective or be reinstated, as the case may
be, if at any time any payment of any of the Indenture Obligations is rescinded
or must otherwise be returned by the Trustee upon the insolvency, bankruptcy or
reorganization of the Company or otherwise, all as though such payment had not
been made.

         Section 1410.     No Bar to Further Actions.

                  Except as provided by law, no action or proceeding brought or
instituted under Article Fourteen and this Guarantee and no recovery or judgment
in pursuance thereof shall be a bar or defense to any further action or
proceeding which may be brought under Article Fourteen and this Guarantee by
reason of any further default or defaults under Article Fourteen and this
Guarantee or in the payment of any of the Indenture Obligations owing by the
Company.

         Section 1411.     Failure to Exercise Rights Shall Not Operate as a
Waiver; No Suspension of Remedies.

                  (a)      No failure to exercise and no delay in exercising, on
the part of the Trustee or the Holders, any right, power, privilege or remedy
under this Article Fourteen and this

                                       - -
<PAGE>
Guarantee shall operate as a waiver thereof, nor shall any single or partial
exercise of any rights, power, privilege or remedy preclude any other or further
exercise thereof, or the exercise of any other rights, powers, privileges or
remedies. The rights and remedies herein provided for are cumulative and not
exclusive of any rights or remedies provided in law or equity.

                  (b)      Nothing contained in this Article Fourteen shall
limit the right of the Trustee or the Holders to take any action to accelerate
the maturity of the Securities pursuant to Article Five or to pursue any rights
or remedies hereunder or under applicable law.

         Section 1412.     Trustee's Duties; Notice to Trustee.

                  (a)      Any provision in this Article Fourteen or elsewhere
in this Indenture allowing the Trustee to request any information or to take any
action authorized by, or on behalf of, any Holder, shall be permissive and shall
not be obligatory on the Trustee except as the Holders may direct in accordance
with the provisions of this Indenture or where the failure of the Trustee to
request any such information or to take any such action arises from the
Trustee's gross negligence, bad faith or willful misconduct.

                  (b)      The Trustee shall not be required to inquire into the
existence, powers or capacities of the Company, any Guarantor or the officers,
directors or agents acting or purporting to act on their respective behalf.

         Section 1413.     Successors and Assigns.

                  Subject to Section 1414, all terms, agreements and conditions
of this Article Fourteen shall extend to and be binding upon each Guarantor and
its successors and permitted assigns and shall enure to the benefit of and may
be enforced by the Trustee and its successors and assigns; provided, however,
that the Guarantors may not assign any of their rights or obligations hereunder
other than in accordance with Article Eight.

         Section 1414.     Release of Guarantee.

                  Concurrently with the payment in full of all of the Indenture
Obligations, the Guarantors shall be released from and relieved of their
obligations under this Article Fourteen. Upon the delivery by the Company to the
Trustee of an Officers' Certificate and, if requested by the Trustee, an Opinion
of Counsel to the effect that the transaction giving rise to the release of this
Guarantee was made by the Company in accordance with the provisions of this
Indenture and the Securities, the Trustee shall execute any documents reasonably
required in order to evidence the release of the Guarantors from their
obligations under this Guarantee. If any of the Indenture Obligations are
revived and reinstated after the termination of this Guarantee, then all of the
obligations of the Guarantors under this Guarantee shall be revived and
reinstated as if this Guarantee had not been terminated until such time as the
Indenture Obligations are paid in full, and each Guarantor shall enter into an
amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing
such revival and reinstatement.

                  This Guarantee shall terminate with respect to each Guarantor
and shall be automatically and unconditionally released and discharged as
provided in Section 1013(c).

                                       - -
<PAGE>
         Section 1415.     Execution of Guarantee.

                  (a)      To evidence the Guarantee, each Guarantor hereby
agrees to execute the guarantee substantially in the form set forth in Section
204, to be endorsed on each Security authenticated and delivered by the Trustee
and that this Indenture shall be executed on behalf of each Guarantor by its
Chairman of the Board, its President, its Chief Executive Officer, Chief
Operating Officer, Treasurer or one of its Assistant Treasurers or one of its
Vice Presidents, which signature shall be attested by its Clerk, Assistant
Clerk, its Secretary or one of its Assistant Secretaries. The signature of any
of these officers on the Securities may be manual or facsimile.

                  (b)      Any person that was not a Guarantor on the date of
this Indenture may become a Guarantor by executing and delivering to the Trustee
(i) a supplemental indenture in form reasonably satisfactory to the Trustee,
which subjects such person to the provisions (including the representations and
warranties) of this Indenture as a Guarantor, (ii) in the event that as of the
date of such supplemental indenture any Registrable Securities (as defined in
the Registration Rights Agreement) are outstanding, an instrument in form
reasonably satisfactory to the Trustee which subjects such person to the
provisions of the Registration Rights Agreement with respect to such outstanding
Registrable Securities, and (iii) an Opinion of Counsel to the effect that such
supplemental indenture has been duly authorized and executed by such person and
constitutes the legal, valid and binding obligation of such person (subject to
such customary assumptions and exceptions as may be acceptable to the Trustee in
its reasonable discretion).

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

         Section 1416.     Guarantee Subordinate to Senior Guarantor
Indebtedness.

                  Each Guarantor covenants and agrees, and each Holder of a
Guarantee, by his acceptance thereof, likewise covenants and agrees, that, to
the extent and in the manner hereinafter set forth in this Article, the
Indebtedness represented by the Guarantees is hereby expressly made subordinate
and subject in right of payment as provided in this Article to the prior payment
in full in cash (or in any other form as acceptable to the holders of Senior
Guarantor Indebtedness) of all Senior Guarantor Indebtedness.

                  This Article Fourteen shall constitute a continuing offer to
all Persons who, in reliance upon such provisions, become holders of, or
continue to hold Senior Guarantor Indebtedness; and such provisions are made for
the benefit of the holders of Senior Guarantor Indebtedness; and such holders
are made obligees hereunder and they or each of them may enforce such
provisions.

         Section 1417.     Payment Over of Proceeds Upon Dissolution of the
Guarantor, etc.

                  In the event of (a) any insolvency or bankruptcy case or
proceeding, or any receivership, liquidation, reorganization or other similar
case or proceeding, relative to any Guarantor or to its assets, or (b) any
liquidation, dissolution or other winding up of any Guarantor, whether voluntary
or involuntary, or (c) any assignment for the benefit of creditors or any other
marshaling of assets or liabilities of any Guarantor, then and in any such
event:

                                       - -
<PAGE>
                  (1)      the holders of Senior Guarantor Indebtedness shall be
entitled to receive payment in full in cash (or in any other form as acceptable
to the holders of Senior Guarantor Indebtedness) of all amounts due on or in
respect of all Senior Guarantor Indebtedness before the Holders of the
Securities are entitled to receive any payment or distribution of any kind or
character (other than any amounts previously set aside with the Trustee or
payments previously made, in either case, pursuant to the provisions described
under Article Four hereof) on account of the Guarantee of such Guarantor; and

                  (2)      any payment or distribution of assets of any
Guarantor of any kind or character, whether in cash, property or securities, by
set-off or otherwise, to which the Holders or the Trustee would be entitled but
for the provisions of this Article shall be paid by the liquidating trustee or
agent or other Person making such payment or distribution, whether a trustee in
bankruptcy, a receiver or liquidating trustee or otherwise, directly to the
holders of Senior Guarantor Indebtedness or their representative or
representatives or to the trustee or trustees under any indenture under which
any instruments evidencing any of such Senior Guarantor Indebtedness may have
been issued, ratably according to the aggregate amounts remaining unpaid on
account of the Senior Guarantor Indebtedness held or represented by each, to the
extent necessary to make payment in full in cash (or in any other form as
acceptable to the holders of Senior Guarantor Indebtedness) of all Senior
Guarantor Indebtedness remaining unpaid, after giving effect to any concurrent
payment or distribution to the holders of such Senior Guarantor Indebtedness;
and

                  (3)      in the event that, notwithstanding the foregoing
provisions of this Section, the Trustee or the Holder of any Security shall have
received any payment or distribution of assets of any Guarantor of any kind or
character, whether in cash, property or securities, in respect the Guarantee of
such Guarantor before all Senior Guarantor Indebtedness is paid in full in cash
(or in any other form as acceptable to the holders of Senior Guarantor
Indebtedness), then and in such event such payment or distribution shall be paid
over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating
trustee, custodian, assignee, agent or other Person making payments or
distributions of assets of such Guarantor for application to the payment of all
Senior Guarantor Indebtedness remaining unpaid, to the extent necessary to pay
all Senior Guarantor Indebtedness in full in cash (or in any other form as
acceptable to the holders of Senior Guarantor Indebtedness) after giving effect
to any concurrent payment or distribution to or for the holders of Senior
Guarantor Indebtedness.

                  The consolidation of any Guarantor with, or the merger of any
Guarantor with or into, another Person or the liquidation or dissolution of any
Guarantor following the sale, assignment, conveyance, transfer, lease or other
disposal of its properties and assets substantially as an entirety to another
Person upon the terms and conditions set forth in Article Eight shall not be
deemed a dissolution, winding up, liquidation, reorganization, assignment for
the benefit of creditors or marshaling of assets and liabilities of such
Guarantor for the purposes of this Section if the Person formed by such
consolidation or the surviving entity of such merger or the Person which
acquires by sale, assignment, conveyance, transfer, lease or other disposal of
such properties and assets substantially as an entirety, as the case may be,
shall, as a part of such consolidation, merger, sale, assignment, conveyance,
transfer, lease or other disposal, comply with the conditions set forth in
Article Eight.

                                       - -
<PAGE>
         Section 1418.     Default on Senior Guarantor Indebtedness.

                  (a)      Upon the maturity of any Senior Guarantor
Indebtedness by lapse of time, acceleration or otherwise, all principal thereof
and interest thereon and other amounts due in connection therewith shall first
be paid in full in cash (or in any other form as acceptable to the holders of
Senior Guarantor Indebtedness) or such payment duly provided for before any
payment is made by any of the Guarantors or any Person acting on behalf of any
of the Guarantors in respect of the Guarantee of such Guarantor.

                  (b)      No payment shall be made by any Guarantor in respect
of its Guarantee during the period in which Section 1417 shall be applicable,
during any suspension of payments in effect under Section 1303(a) of this
Indenture or during any Payment Blockage Period in effect under Sections 1303(b)
and (c) of this Indenture.

                  (c)      In the event that, notwithstanding the foregoing, any
Guarantor shall make any payment to the Trustee or the Holder of its Guarantee
prohibited by the foregoing provisions of this Section, then and in such event
such payment shall be paid over and delivered forthwith to the representatives
of the holders of the Senior Guarantor Indebtedness or as a court of competent
jurisdiction shall direct.

         Section 1419.     Payment Permitted by Each of the Guarantors if No
Default.

                  Nothing contained in this Article, elsewhere in this Indenture
or in any of the Securities shall prevent any Guarantor, at any time except
during the pendency of any case, proceeding, dissolution, liquidation or other
winding-up, assignment for the benefit of creditors or other marshaling of
assets and liabilities of such Guarantor referred to in Section 1417 or under
the conditions described in Section 1418, from making payments at any time of
principal of, premium, if any, or interest on the Securities.

         Section 1420.     Subrogation to Rights of Holders of Senior Guarantor
Indebtedness.

                  After the payment in full in cash (or in any other form as
acceptable to the holders of Senior Guarantor Indebtedness) of all Senior
Guarantor Indebtedness, the Holders of the Securities shall be subrogated to the
rights of the holders of such Senior Guarantor Indebtedness to receive payments
and distributions of cash, property and securities applicable to the Senior
Guarantor Indebtedness until the principal of, premium, if any, and interest
on,. the Securities shall be paid in full. For purposes of such subrogation, no
payments or distributions to the holders of Senior Guarantor Indebtedness of any
cash, property or securities to which the Holders of the Securities or the
Trustee would be entitled except for the provisions of this Article, and no
payments over pursuant to the provisions of this Article to the holders of
Senior Guarantor Indebtedness by Holders of the Securities or the Trustee,
shall, as among any Guarantor, its creditors other than holders of Senior
Guarantor Indebtedness, and the Holders of the Securities, be deemed to be a
payment or distribution by such Guarantor to or on account of the Senior
Guarantor Indebtedness.

                                       - -
<PAGE>
         Section 1421.     Provisions Solely to Define Relative Rights.

                  The provisions of Sections 1416 through 1429 of this Indenture
are intended solely for the purpose of defining the relative rights of the
Holders of the Securities on the one hand and the holders of Senior Guarantor
Indebtedness on the other hand. Nothing contained in this Article or elsewhere
in this Indenture or in the Securities is intended to or shall (a) impair, as
among any Guarantor, its creditors other than holders of Senior Guarantor
Indebtedness and the Holders of the Securities, the obligation such Guarantor,
which is absolute and unconditional, to pay to the Holders of the Securities the
principal of, premium, if any, and interest on, the Securities as and when the
same shall become due and payable in accordance with their terms; or (b) affect
the relative rights against each of the Guarantors of the Holders of the
Securities and creditors of each of the Guarantors other than the holders of
Senior Guarantor Indebtedness; or (c) prevent the Trustee or the Holder of any
Security from exercising all remedies otherwise permitted by applicable law upon
default under this Indenture, subject to the rights, if any, under this Article
of the holders of Senior Guarantor Indebtedness (1) in any case, proceeding,
dissolution, liquidation or other winding up, assignment for the benefit of
creditors or other marshaling of assets and liabilities of the Guarantors
referred to in Section 1417, to receive, pursuant to and in accordance with such
Section, cash, property and securities otherwise payable or deliverable to the
Trustee or such Holder, or (2) under the conditions specified in Section 1418,
to prevent any payment prohibited by such Section or enforce their rights
pursuant to Section 1418(c).

         Section 1422.     Trustee to Effectuate Subordination.

                  Each Holder of a Security by such Holder's acceptance thereof
authorizes and directs the Trustee on such Holder's behalf to take such action
as may be necessary or appropriate to effectuate the subordination provided in
this Article and appoints the Trustee such Holder's attorney-in-fact for any and
all such purposes, including, in the event of any dissolution, winding-up,
liquidation or reorganization of any Guarantor whether in bankruptcy,
insolvency, receivership proceedings, or otherwise, the timely filing of a claim
for the unpaid balance of the indebtedness of any Guarantor owing to such Holder
in the form required in such proceedings and the causing of such claim to be
approved.

          Section 1423.    No Waiver of Subordination Provisions.

                  (a)      No right of any present or future holder of any
Senior Guarantor Indebtedness to enforce subordination as herein provided shall
at any time in any way be prejudiced or impaired by any act or failure to act on
the part of any Guarantor or by any act or failure to act, in good faith, by any
such holder, or by any non-compliance by any Guarantor with the terms,
provisions and covenants of this Indenture, regardless of any knowledge thereof
any such holder may have or be otherwise charged with.

                  (b)      Without limiting the generality of subsection (a) of
this Section, the holders of Senior Guarantor Indebtedness may, at any time and
from time to time, without the consent of or notice to the Trustee or the
Holders of the Securities, without incurring responsibility to the Holders of
the Securities and without impairing or releasing the subordination provided in
this Article or the obligations hereunder of the Holders of the

                                       - -
<PAGE>
Securities to the holders of Senior Guarantor Indebtedness, do any one or more
of the following: (1) change the manner, place or terms of payment or extend the
time of payment of, or renew or alter, Senior Guarantor Indebtedness or any
instrument evidencing the same or any agreement under which Senior Guarantor
Indebtedness is outstanding; (2) sell, exchange, release or otherwise deal with
any property pledged, mortgaged or otherwise securing Senior Guarantor
Indebtedness; (3) release any Person liable in any manner for the collection or
payment of Senior Guarantor Indebtedness; and (4) exercise or refrain from
exercising any rights against any of the Guarantors and any other Person;
provided, however, that in no event shall any such actions limit the right of
the Holders of the Securities to take any action to accelerate the maturity of
the Securities pursuant to Article Five of this Indenture or to pursue any
rights or remedies hereunder or under applicable laws if the taking of such
action does not otherwise violate the terms of this Article.

         Section 1424.     Notice to Trustee by Each of the Guarantors.

                  (a)      Each Guarantor shall give prompt written notice to
the Trustee of any fact known to such Guarantor which would prohibit the making
of any payment to or by the Trustee in respect of the Guarantee. Notwithstanding
the provisions of this Article or any other provision of this Indenture, the
Trustee shall not be charged with knowledge of the existence of any facts which
would prohibit the making of any payment to or by the Trustee in respect of the
Securities, unless and until the Trustee shall have received written notice
thereof from any Guarantor or a holder of Senior Guarantor Indebtedness or any
trustee, fiduciary or agent therefor; and, prior to the receipt of any such
written notice, the Trustee shall be entitled in all respects to assume that no
such facts exist; provided, however, that if the Trustee shall not have received
the notice provided for in this Section by Noon, Eastern Time, on the Business
Day prior to the date upon which by the terms hereof any money may become
payable for any purpose (including, without limitation, the payment of the
principal of, premium, if any, or interest on any Security), then, anything
herein contained to the contrary notwithstanding but without limiting the rights
and remedies of the holders of Senior Guarantor Indebtedness or any trustee,
fiduciary or agent thereof, the Trustee shall have full power and authority to
receive such money and to apply the same to the purpose for which such money was
received and shall not be affected by any notice to the contrary which may be
received by it after such date; nor shall the Trustee be charged with knowledge
of the curing of any such default or the elimination of the act or condition
preventing any such payment unless and until the Trustee shall have received an
Officers' Certificate to such effect.

                  (b)      The Trustee shall be entitled to rely on the delivery
to it of a written notice to the Trustee and each Guarantor by a Person which
represents itself as a representative of one or more holders of Guarantor Senior
or a holder of Senior Guarantor Indebtedness (or a trustee, fiduciary or agent
therefor) to establish that such notice has been given by a representative of or
a holder of Senior Guarantor Indebtedness (or a trustee, fiduciary or agent
therefor); provided, however, that failure to give such notice to the Company or
any Guarantor shall not affect in any way the ability of the Trustee to rely on
such notice. In the event that the Trustee determines in good faith that further
evidence is required with respect to the right of any Person as a holder of
Senior Guarantor Indebtedness to participate in any payment or distribution
pursuant to this Article, the Trustee may request such Person to furnish
evidence to the reasonable satisfaction of the Trustee as to the amount of
Senior Guarantor Indebtedness held by such Person, the extent to

                                       - -
<PAGE>
which such Person is entitled to participate in such payment or distribution and
any other facts pertinent to the rights of such Person under this Article, and
if such evidence is not furnished, the Trustee may defer any payment to such
Person pending judicial determination as to the right of such Person to receive
such payment.

         Section 1425.     Reliance on Judicial Orders or Certificates.

                  Upon any payment or distribution of assets of any Guarantor
referred to in this Article, the Trustee and the Holders of the Securities shall
be entitled to rely upon any order or decree entered by any court of competent
jurisdiction in which such insolvency, bankruptcy, receivership, liquidation,
reorganization, dissolution, winding up or similar case or proceeding is
pending, or a certificate of the trustee in bankruptcy, receiver, liquidating
trustee, custodian, assignee for the benefit of creditors, agent or other person
making such payment or distribution, delivered to the Trustee or to the Holders
of Securities for the purpose of ascertaining the Persons entitled to
participate in such payment or distribution, the holders of Senior Guarantor
Indebtedness and other indebtedness of such Guarantor, the amount thereof or
payable thereon, the amount or amounts paid or distributed thereon and all other
facts pertinent thereto or to this Article, provided that the foregoing shall
apply only if such court has been fully apprised of the provisions of this
Article.

         Section 1426.     Rights of Trustee as a Holder of Senior Guarantor
Indebtedness; Preservation of Trustee's Rights.

                  The Trustee in its individual capacity shall be entitled to
all the rights set forth in this Article with respect to any Senior Guarantor
Indebtedness which may at any time be held by it, to the same extent as any
other holder of Senior Guarantor Indebtedness, and nothing in this Indenture
shall deprive the Trustee of any of its rights as such holder. Nothing in this
Article shall apply to claims of, or payments to, the Trustee under or pursuant
to Section 607.

         Section 1427.     Article Applicable to Paying Agents.

                  In case at any time any Paying Agent other than the Trustee
shall have been appointed by the Company and be then acting under this
Indenture, the term "Trustee" as used in this Article shall in such case (unless
the context otherwise requires) be construed as extending to and including such
Paying Agent within its meaning as fully for all intents and purposes as if such
Paying Agent were named in this Article in addition to or in place of the
Trustee; provided, however, that Section 1426 shall not apply to the Company or
any Affiliate of the Company if it or such Affiliate acts as Paying Agent.

         Section 1428.     No Suspension of Remedies.

                  Nothing contained in this Article shall limit the right of the
Trustee or the Holders of Securities to take any action to accelerate the
maturity of the Securities pursuant to Article Five of this Indenture or to
pursue any rights or remedies hereunder or under applicable law, subject to the
rights, if any, under this Article of the holders, from time to time, of Senior
Guarantor Indebtedness to receive the cash, property or securities receivable
upon the exercise of such rights or remedies.

                                       - -
<PAGE>
         Section 1429.     Trustee's Relation to Senior Guarantor Indebtedness.

                  With respect to the holders of Senior Guarantor Indebtedness,
the Trustee undertakes to perform or to observe only such of its covenants and
obligations as are specifically set forth in this Article, and no implied
covenants or obligations with respect to the holders of Senior Guarantor
Indebtedness shall be read into this Article against the Trustee. The Trustee
shall not be deemed to owe any fiduciary duty to the holders of Senior Guarantor
Indebtedness and the Trustee shall not be liable to any holder of Senior
Guarantor Indebtedness if it shall in good faith mistakenly (absent willful
misconduct) pay over or deliver to Holders, the Company or any other Person
moneys or assets to which any holder of Senior Guarantor Indebtedness shall be
entitled by virtue of this Article or otherwise.

                                     * * *

                                       - -
<PAGE>
                  IN WITNESS WHEREOF, the parties hereto have caused this
Indenture to be duly executed, all as of the day and year first above written.

                                     PERKINELMER, INC.

                                     By: /s/ Robert F. Friel
                                         -------------------------------------
                                         Name:  Robert F. Friel
                                         Title: Senior Vice President and
                                                Chief Financial Officer

Attest: /s/ Tarrance L. Carlson
        --------------------------
        Name: Tarrance L. Carlson
        Title:
<PAGE>
                                     Applied Surface Technology, Inc.
                                     CCS Packard, Inc.
                                     Carl Consumable Products, LLC
                                     Lumen Technologies, Inc.
                                     NEN Life Sciences, Inc.
                                     Packard Bioscience Company
                                     Packard Instrument Company, Inc.
                                     PerkinElmer Instruments LLC
                                     PerkinElmer Labworks, Inc.
                                     PerkinElmer Life Sciences, Inc.
                                     PerkinElmer Optoelectronics NC, Inc.
                                     PerkinElmer Optoelectronics SC, Inc.
                                     PerkinElmer Holdings, Inc.
                                     PERKINELMER AUTOMOTIVE RESEARCH, INC.

                                     By: /s/Robert F. Friel
                                         ---------------------------------------
                                     Name:  Robert F. Friel
                                     Title: Acting in the capacities identified
                                            on Appendix I hereto with respect to
                                            each of the Guarantors.

Attest: /s/ Terrance L. Carlson
        ----------------------------
        Name:  Terrance L. Carlson
        Title: Acting in the capacities identified
               on Appendix I hereto with respect to
               each of the Guarantors.
<PAGE>
                                   APPENDIX I

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------
                                                POSITION OF                  POSITION OF
                                                -----------                  -----------
             GUARANTOR                      TERRANCE L. CARLSON            ROBERT F. FRIEL
             ---------                      -------------------            ---------------
--------------------------------------------------------------------------------------------------
<S>                                        <C>                             <C>
Applied Surface Technology, Inc.           Vice President                  Treasurer

--------------------------------------------------------------------------------------------------
CCS Packard, Inc.                          Vice President                  Treasurer

--------------------------------------------------------------------------------------------------
Carl Consumable Products, LLC              Vice President                  Treasurer

--------------------------------------------------------------------------------------------------
Lumen Technologies, Inc.                   President                       Treasurer

--------------------------------------------------------------------------------------------------
NEN Life Sciences, Inc.                    President                       Treasurer

--------------------------------------------------------------------------------------------------
Packard BioScience Company                 Vice President                  Treasurer

--------------------------------------------------------------------------------------------------
Packard Instrument Company, Inc.           Vice President                  Treasurer

--------------------------------------------------------------------------------------------------
PerkinElmer Instruments LLC                Vice President                  Treasurer

--------------------------------------------------------------------------------------------------
PerkinElmer Labworks, Inc.                 Vice President                  Assistant Treasurer

--------------------------------------------------------------------------------------------------
PerkinElmer Life Sciences, Inc.            Vice President                  Assistant Treasurer

--------------------------------------------------------------------------------------------------
PerkinElmer Optoelectronics NC, Inc.       Vice President                  Treasurer

--------------------------------------------------------------------------------------------------
PerkinElmer Optoelectronics SC, Inc.       Vice President                  Treasurer

--------------------------------------------------------------------------------------------------
PerkinElmer Holdings, Inc.                 Vice President                  President and Treasurer

--------------------------------------------------------------------------------------------------
PerkinElmer Automotive Research, Inc.      Vice President                  Treasurer

--------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
STATE OF MASSACHUSETTS )
                            )ss.:
COUNTY OF NORFOLK      )

                  On the 26th day of December, 2002, before me personally came
Robert F. Friel, to me known, who, being by me duly sworn, did depose and say
that he resides at 45, William Street- Welleslay, MA; that he is Senior Vice
President and CEO of PerkinElmer, Inc., a Massachusetts corporation, Applied
Surface Technology, Inc., a California corporation, CCS Packard, Inc., a
California corporation, Carl Consumable Products, LLC, a Delaware limited
liability company, Lumen Technologies, Inc., a Delaware corporation, NEN Life
Sciences, Inc., a Delaware corporation, Packard Bioscience Company, a Delaware
corporation, Packard Instrument Company, Inc., a Delaware corporation,
PerkinElmer Instruments LLC, a Delaware limited liability company, PerkinElmer
Labworks, Inc., a Delaware corporation, PerkinElmer Life Sciences, Inc., a
Delaware corporation, PerkinElmer Optoelectronics NC, Inc., a Delaware
corporation, PerkinElmer Optoelectronics SC, Inc., a Delaware corporation,
PerkinElmer Holdings, Inc., a Massachusetts corporation, and PerkinElmer
Automotive Research, Inc., a Texas corporation, each of which is a corporation
described in and which executed the foregoing instrument; and that he signed his
name thereto pursuant to authority of the Board of Directors of each of such
corporations.

                                            (NOTARIAL SEAL)

                                         /s/ Suzanne L. Hurley
                                         -----------------------------
                                         Suzanne L. Hurley
                                           Notary Public
                                         My Commission Expires
                                            July 10, 2009

                                      - 1 -
<PAGE>
                                      STATE STREET BANK AND TRUST
                                        COMPANY, as Trustee

                                      By: /s/ EARL W. DENNISON
                                          ------------------------------
                                          Name:  EARL W. DENNISON
                                          Title: VICE PRESIDENT

                                     - 157 -
<PAGE>
                                                                         ANNEX A

                                INTERCOMPANY NOTE

                                                              ______________, 20

                  Evidences of all loans or advances ("Loans") made hereunder
shall be reflected on the grid attached hereto. FOR VALUE RECEIVED, ___________,
a ___________ corporation (the "Maker"), HEREBY PROMISES TO PAY ON DEMAND to the
order of _____________ (the "Holder") the principal sum of the aggregate unpaid
principal amount of all Loans (plus accrued interest thereon) at any time and
from time to time made hereunder which has not been previously paid.

                  All capitalized terms used herein that are defined in, or by
reference in, the Indenture among PerkinElmer, Inc., a Massachusetts corporation
(the "Company"), Applied Surface Technology, Inc., a California corporation, CCS
Packard, Inc., a California corporation, Carl Consumable Products, LLC, a
Delaware limited liability company, Lumen Technologies, Inc., a Delaware
corporation, NEN Life Sciences, Inc., a Delaware corporation, Packard Bioscience
Company, a Delaware corporation, Packard Instrument Company, Inc., a Delaware
corporation, PerkinElmer Instruments LLC, a Delaware limited liability company,
PerkinElmer Labworks, Inc., a Delaware corporation, PerkinElmer Life Sciences,
Inc., a Delaware corporation, PerkinElmer Optoelectronics NC, Inc., a Delaware
corporation, PerkinElmer Optoelectronics SC, Inc., a Delaware corporation,
PerkinElmer Holdings, Inc., a Massachusetts corporation, and PerkinElmer
Automotive Research, Inc., a Texas corporation (collectively, the "Guarantors"),
and State Street Bank and Trust Company, as trustee, dated as of December 26,
2002 (the "Indenture"), have the meanings assigned to such terms therein, or by
reference therein, unless otherwise defined.

                                    ARTICLE I
                           TERMS OF INTERCOMPANY NOTE

                  Section 1.01 Interest: Prepayment. (a) The interest rate
("Interest Rate") on the Loans shall be a rate per annum reflected on the grid
attached hereto.

                  (b)      The interest, if any, payable on each of the Loans
shall accrue from the date such Loan is made and, subject to Section 2.01, shall
be payable upon demand of the Holder.

                  (c)      To the extent permitted by law, if the principal or
accrued interest, if any, of the Loans is not paid on the date demand is made,
interest on the unpaid principal and interest will accrue at a rate equal to the
Interest Rate, if any, plus 100 basis points per annum from maturity until the
principal and interest on such Loans are fully paid.

                  (d)      Subject to Section 2.01, any amounts hereunder may be
repaid at any time by the Maker.

                  Section 1.02 Subordination. To the extent provided in Section
2.01, all Loans hereunder shall be subordinated in right of payment to the
payment and performance of the obligations of the Company under the Indenture
and the Securities.

                                      - 1 -
<PAGE>
                                   ARTICLE II
                                EVENTS OF DEFAULT

                  Section 2.01 Events of Default. If after the date of issuance
of this Loan an Event of Default has occurred under the Indenture, then in the
event the Maker is the Company and the Holder is not a Guarantor, the amounts
owing under the Loans hereunder shall not be due and payable and shall not be
paid until all obligations under the Securities and the Indenture are paid in
full; provided, however, that if such Event of Default has been waived, cured or
rescinded, such amounts may be paid. If the Holder is a Subsidiary, then the
Holder hereby agrees that if it receives any payments or distributions on any
Loan from the Company which is not payable pursuant to the prior sentence after
any Event of Default has occurred, is continuing and has not been waived, cured
or rescinded, it will pay over and deliver forthwith to the Company, all such
payments and distributions.

                                  ARTICLE III
                                 MISCELLANEOUS

                  Section 3.01 Amendments, Etc. No amendment or waiver of any
provision of this intercompany note, or consent to depart herefrom is permitted
at any time for any reason, except with the consent of the Holders of not less
than a majority in aggregate principal amount of the Outstanding Securities.

                  Section 3.02 Assignment. No party to this Agreement may
assign, in whole or in part, any of its rights and obligations under this
intercompany note, except to its legal successor in interest.

                  Section 3.03 Third Party Beneficiaries. The holders of the
Securities or any other Indebtedness ranking pari passu with or senior to, the
Securities or any Guarantees, including without limitation, any Indebtedness
incurred under the Credit Agreement, shall be third party beneficiaries to this
intercompany note and upon an Event of Default shall have the right to enforce
this intercompany note against the Company or any of its Subsidiaries.

                  Section 3.04 Headings. Article and Section headings in this
intercompany note are included for convenience of reference only and shall not
constitute a part of this intercompany note for any other purpose.

                  Section 3.05 Entire Agreement. This intercompany note sets
forth the entire agreement of the parties with respect to its subject matter and
supersedes all previous understandings, written or oral, in respect thereof.

                  Section 3.06 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT
GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF).

                                      - 2 -
<PAGE>
                  Section 3.07 Waivers. The Maker hereby waives presentment,
demand for payment, notice of protest and all other demands and notices in
connection with the delivery, acceptance, performance or enforcement hereof.

                                                                        By:

                                      - 3 -
<PAGE>
                BORROWINGS, MATURITIES, AND PAYMENTS OF PRINCIPAL

<TABLE>
<CAPTION>
            Amount of          Maturity of                        Amount
            Borrowing/         Borrowing/       Interest       Principal Paid       Unpaid Principal            Notation
Date        Principal           Principal         Rate           or Prepaid             Balance                 Made by
----        ----------         ------------     --------       --------------       ----------------            --------
<S>         <C>                <C>              <C>            <C>                  <C>                         <C>
</TABLE>

                                      - 4 -
<PAGE>
                                                                       EXHIBIT A

                            REGULATION S CERTIFICATE

         (For transfers pursuant to Section 307(a)(i) of the Indenture)

State Street Bank and Trust Company
2 Avenue de Lafayette
Boston, Massachusetts 02111

                  Re:      8 7/8% Senior Subordinated Notes due 2013 of
                           PerkinElmer, Inc. (the "Securities")

         Reference is made to the Indenture, dated as of December 26, 2002 (the
"Indenture"), among PerkinElmer, Inc., a Ohio corporation (the "Company"),
Applied Surface Technology, Inc., a California corporation, CCS Packard, Inc., a
California corporation, Carl Consumable Products, LLC, a Delaware limited
liability company, Lumen Technologies, Inc., a Delaware corporation, NEN Life
Sciences, Inc., a Delaware corporation, Packard Bioscience Company, a Delaware
corporation, Packard Instrument Company, Inc., a Delaware corporation,
PerkinElmer Instruments LLC, a Delaware limited liability company, PerkinElmer
Labworks, Inc., a Delaware corporation, PerkinElmer Life Sciences, Inc., a
Delaware corporation, PerkinElmer Optoelectronics NC, Inc., a Delaware
corporation, PerkinElmer Optoelectronics SC, Inc., a Delaware corporation,
PerkinElmer Holdings, Inc., a Massachusetts corporation, and PerkinElmer
Automotive Research, Inc., a Texas corporation (collectively, the "Guarantors"),
and State Street Bank and Trust Company, as Trustee. Terms used herein and
defined in the Indenture or in Regulation S or Rule 144 under the U.S.
Securities Act of 1933 (the "Securities Act") are used herein as so defined.

         This certificate relates to US$ _____________ principal amount of
Securities, which are evidenced by the following certificate(s) (the "Specified
Securities"):

                  CUSIP No(s). ________________________

                  CERTIFICATE No(s). ____________________

         The person in whose name this certificate is executed below (the
"Undersigned") hereby certifies that either (i) it is the sole beneficial owner
of the Specified Securities or (ii) it is acting on behalf of all the beneficial
owners of the Specified Securities and is duly authorized by them to do so. Such
beneficial owner or owners are referred to herein collectively as the "Owner."
The Specified Securities are represented by a Global Security and are held
through the Depositary or an Agent Member in the name of the Undersigned, as or
on behalf of the Owner.

         The Owner has requested that the Specified Securities be transferred to
a person (the "Transferee") who will take delivery in the form of a Regulation S
Global Security. In connection with such transfer, the Owner hereby certifies
that, unless such transfer is being effected pursuant to an effective
registration statement under the Securities Act, it is being effected in
accordance with Rule 904 or Rule 144 under the Securities Act and with all
applicable securities laws of the states of the United States and other
jurisdictions. Accordingly,

                                      - 1 -
<PAGE>
the Owner hereby further certifies as follows:

                           (1)      Rule 904 Transfers. If the transfer is being
                  effected in accordance with Rule 904:

                                    (A)      the Owner is not a distributor of
                           the Securities, an affiliate of the Company or any
                           such distributor or a person acting on behalf of any
                           of the foregoing;

                                    (B)      the offer of the Specified
                           Securities was not made to a person in the United
                           States;

                                    (C)      either:

                                             (i) at the time the buy order was
                                    originated, the Transferee was outside the
                                    United States or the Owner and any person
                                    acting on its behalf reasonably believed
                                    that the Transferee was outside the United
                                    States, or

                                             (ii) the transaction is being
                                    executed in, on or through the facilities
                                    of the Eurobond market, as regulated by the
                                    Association of International Bond Dealers,
                                    or another designated offshore securities
                                    market and neither the Owner nor any person
                                    acting on its behalf knows that the
                                    transaction has been prearranged with a
                                    buyer in the United States;

                                    (D)      no directed selling efforts have
                           been made in the United States by or on behalf of the
                           Owner or any affiliate thereof;

                                    (E)      if the Owner is a dealer in
                           securities or has received a selling concession, fee
                           or other remuneration in respect of the Specified
                           Securities, and the transfer is to occur during the
                           Restricted Period, then the requirements of Rule
                           904(c)(1) have been satisfied; and

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

                           (2)      Rule 144 Transfers. If the transfer is being
                  effected pursuant to Rule 144:

                                    (A)      the transfer is occurring after a
                           holding period of at least one year (computed in
                           accordance with paragraph (d) of Rule 144) has
                           elapsed since the Specified Securities were last
                           acquired from the Company or from an affiliate of the
                           Company, whichever is later, and is being effected in
                           accordance with the applicable amount, manner of sale
                           and notice requirements of Rule 144; or

                                    (B)      the transfer is occurring after a
                           holding period of at least two years has elapsed
                           since the Specified Securities were last acquired

                                      - 2 -
<PAGE>
                           from the Company or from an affiliate of the Company,
                           whichever is later, and the Owner is not, and during
                           the preceding three months has not been, an affiliate
                           of the Company.

                                      - 3 -
<PAGE>
                           This certificate and the statements contained herein
are made for your benefit and the benefit of the Company and the Initial
Purchasers.

Dated:
                                             (Print the name of the Undersigned,
                                             as such term is defined in the
                                             second paragraph of this
                                             certificate.)

                                             By:
                                             Name:
                                             Title:

                                             (If the Undersigned is a
                                             corporation, partnership or
                                             fiduciary, the title of the person
                                             signing on behalf of the
                                             Undersigned must be stated.)

                                      - 4 -
<PAGE>
                                                                       EXHIBIT B

                       RESTRICTED SECURITIES CERTIFICATE

         (For transfers pursuant to Section 307(a)(ii) of the Indenture)

State Street Bank and Trust Company
2 Avenue de Lafayette
Boston, Massachusetts 02111

                  Re:      8 7/8% Senior Subordinated Notes due 2013 of
                           PerkinElmer, Inc. (the "Securities")

         Reference is made to the Indenture, dated as of December 26, 2002 (the
"Indenture"), among PerkinElmer, Inc., a Ohio corporation (the "Company"),
Applied Surface Technology, Inc., a California corporation, CCS Packard, Inc., a
California corporation, Carl Consumable Products, LLC, a Delaware limited
liability company, Lumen Technologies, Inc., a Delaware corporation, NEN Life
Sciences, Inc., a Delaware corporation, Packard Bioscience Company, a Delaware
corporation, Packard Instrument Company, Inc., a Delaware corporation,
PerkinElmer Instruments LLC, a Delaware limited liability company, PerkinElmer
Labworks, Inc., a Delaware corporation, PerkinElmer Life Sciences, Inc., a
Delaware corporation, PerkinElmer Optoelectronics NC, Inc., a Delaware
corporation, PerkinElmer Optoelectronics SC, Inc., a Delaware corporation,
PerkinElmer Holdings, Inc., a Massachusetts corporation, and PerkinElmer
Automotive Research, Inc., a Texas corporation (collectively, the "Guarantors"),
and State Street Bank and Trust Company, as Trustee. Terms used herein and
defined in the Indenture or in Rule 144A or Rule 144 under the U.S. Securities
Act of 1933 (the "Securities Act") are used herein as so defined.

         This certificate relates to US$ _______________________ principal
amount of Securities, which are evidenced by the following certificate(s) (the
"Specified Securities"):

                         CUSIP No(s). _________________________
                         ISIN No(s). If any. ______________
                         CERTIFICATE No(s). ____________________

         The person in whose name this certificate is executed below (the
"Undersigned") hereby certifies that either (i) it is the sole beneficial owner
of the Specified Securities or (ii) it is acting on behalf of all the beneficial
owners of the Specified Securities and is duly authorized by them to do so. Such
beneficial owner or owners are referred to herein collectively as the "Owner."
The Specified Securities are represented by a Global Security and are held
through the Depositary or an Agent Member in the name of the Undersigned, as or
on behalf of the Owner.

         The Owner has requested that the Specified Securities be transferred to
a person (the "Transferee") who will take delivery in the form of a Restricted
Security. In connection with such transfer, the Owner hereby certifies that,
unless such transfer is being effected pursuant to an effective registration
statement under the Securities Act, it is being effected in accordance with Rule
144A or Rule 144 under the Securities Act and all applicable securities laws of
the states of the United States and other jurisdictions. Accordingly, the Owner
hereby further

                                      - 1 -
<PAGE>
certifies as follows:

                           (1)      Rule 144A Transfers. If the transfer is
                  being effected in accordance with Rule 144A:

                                    (A)      the Specified Securities are being
                           transferred to a person that the Owner and any person
                           acting on its behalf reasonably believe is a
                           "qualified institutional buyer" within the meaning of
                           Rule 144A, acquiring for its own account or for the
                           account of a qualified institutional buyer; and

                                    (B)      the Owner and any person acting on
                           its behalf have taken reasonable steps to ensure that
                           the Transferee is aware that the Owner may be relying
                           on Rule 144A in connection with the transfer; and

                           (2)      Rule 144 Transfers. If the transfer is being
                  effected pursuant to Rule 144:

                                    (A)      the transfer is occurring after a
                           holding period of at least one year (computed in
                           accordance with paragraph (d) of Rule 144) has
                           elapsed since the Specified Securities were last
                           acquired from the Company or from an affiliate of the
                           Company, whichever is later, and is being effected in
                           accordance with the applicable amount, manner of sale
                           and notice requirements of Rule 144; or

                                    (B)      the transfer is occurring after a
                           holding period of at least two years has elapsed
                           since the Specified Securities were last acquired
                           from the Company or from an affiliate of the Company,
                           whichever is later, and the Owner is not, and during
                           the preceding three months has not been, an affiliate
                           of the Company.

                                      - 2 -
<PAGE>
         This certificate and the statements contained herein are made for your
benefit and the benefit of the Company and the Initial Purchasers.

Dated:
                                             (Print the name of the Undersigned,
                                             as such term is defined in the
                                             second paragraph of this
                                             certificate.)

                                             By:
                                             Name:
                                             Title:

                                             (If the Undersigned is a
                                             corporation, partnership or
                                             fiduciary, the title of the person
                                             signing on behalf of the
                                             Undersigned must be stated.)

                                      - 3 -
<PAGE>
                                                                       EXHIBIT C

                       UNRESTRICTED SECURITIES CERTIFICATE

       (For removal of Securities Act Legends pursuant to Section 307(b))

State Street Bank and Trust Company
2 Avenue de Lafayette
Boston, Massachusetts 02111

                  Re:      8 7/8% Senior Subordinated Notes due 2013 of
                           PerkinElmer, Inc. (the "Securities")

         Reference is made to the Indenture, dated as of December 26, 2002 (the
"Indenture"), among PerkinElmer, Inc., a Ohio corporation (the "Company"),
Applied Surface Technology, Inc., a California corporation, CCS Packard, Inc., a
California corporation, Carl Consumable Products, LLC, a Delaware limited
liability company, Lumen Technologies, Inc., a Delaware corporation, NEN Life
Sciences, Inc., a Delaware corporation, Packard Bioscience Company, a Delaware
corporation, Packard Instrument Company, Inc., a Delaware corporation,
PerkinElmer Instruments LLC, a Delaware limited liability company, PerkinElmer
Labworks, Inc., a Delaware corporation, PerkinElmer Life Sciences, Inc., a
Delaware corporation, PerkinElmer Optoelectronics NC, Inc., a Delaware
corporation, PerkinElmer Optoelectronics SC, Inc., a Delaware corporation,
PerkinElmer Holdings, Inc., a Massachusetts corporation, and PerkinElmer
Automotive Research, Inc., a Texas corporation (collectively, the "Guarantors"),
and State Street Bank and Trust Company, as Trustee. Terms used herein and
defined in the Indenture or in Rule 144 under the U.S. Securities Act of 1933
(the "Securities Act") are used herein as so defined.

         This certificate relates to US$ ______________________ principal amount
of Securities, which are evidenced by the following certificate(s) (the
"Specified Securities"):

                          CUSIP No(s). __________________________

                          CERTIFICATE No(s). ____________________

         The person in whose name this certificate is executed below (the
"Undersigned") hereby certifies that either (i) it is the sole beneficial owner
of the Specified Securities or (ii) it is acting on behalf of all the beneficial
owners of the Specified Securities and is duly authorized by them to do so. Such
beneficial owner or owners are referred to herein collectively as the "Owner".
If the Specified Securities are represented by a Global Security, they are held
through the Depositary or an Agent Member in the name of the Undersigned, as or
on behalf of the Owner. If the Specified Securities are not represented by a
Global Security, they are registered in the name of the Undersigned, as or on
behalf of the Owner.

         The Owner has requested that the Specified Securities be exchanged for
Securities bearing no Private Placement Legend pursuant to Section 307(b) of the
Indenture. In connection with such exchange, the Owner hereby certifies that the
exchange is occurring after a holding period of at least two years (computed in
accordance with paragraph (d) of Rule 144) has elapsed since the Specified
Securities were last acquired from the Company or from an affiliate of the
Company, whichever is later, and the Owner is not, and during the preceding
three months has not been, an affiliate of the Company. The Owner also
acknowledges that any future transfers of the Specified Securities must

                                      - 1 -
<PAGE>
comply with all applicable securities laws of the states of the United States
and other jurisdictions.

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

Dated:
                                             (Print the name of the Undersigned,
                                             as such term is defined in the
                                             second paragraph of this
                                             certificate.)

                                             By:
                                             Name:
                                             Title:

                                             (If the Undersigned is a
                                             corporation, partnership or
                                             fiduciary, the title of the person
                                             signing on behalf of the
                                             Undersigned must be stated.)

                                       -2-