EXHIBIT 4.1


                                                                  EXECUTION COPY





                               CHEMED CORPORATION,


                    THE SUBSIDIARY GUARANTORS PARTIES HERETO,


                                       AND


                       LASALLE BANK NATIONAL ASSOCIATION,
                                   AS TRUSTEE

                    1.875% Convertible Senior Notes due 2014




                                    INDENTURE

                            Dated as of May 14, 2007

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                                TABLE OF CONTENTS
                                -----------------

                                                                            PAGE
                                                                            ----
                                    ARTICLE 1
                   DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01.  Definitions.....................................................1
Section 1.02.  Other Definitions...............................................8
Section 1.03.  Incorporation by Reference of Trust Indenture Act...............9
Section 1.04.  Rules of Construction..........................................10

                                    ARTICLE 2
                                 THE SECURITIES

Section 2.01.  Title; Amount and Issue of Securities; Principal and Interest..10
Section 2.02.  Form of Securities.............................................12
Section 2.03.  Legends........................................................13
Section 2.04.  Execution and Authentication...................................17
Section 2.05.  Registrar and Paying Agent.....................................18
Section 2.06.  Paying Agent to Hold Money in Trust............................19
Section 2.07.  Securityholder Lists...........................................19
Section 2.08.  General Provisions Relating to Transfer and Exchange...........20
Section 2.09.  Book-Entry Provisions for the Global Securities................21
Section 2.10.  Special Transfer Provisions....................................22
Section 2.11.  Mutilated, Destroyed, Lost or Stolen Securities................24
Section 2.12.  Outstanding Securities.........................................25
Section 2.13.  Temporary Securities...........................................25
Section 2.14.  Cancellation...................................................26
Section 2.15.  Payment of Interest; Defaulted Interest........................26
Section 2.16.  Computation of Interest........................................28
Section 2.17.  CUSIP and ISIN Numbers.........................................28

                                    ARTICLE 3
                                    COVENANTS

Section 3.01.  Payment of Securities..........................................28
Section 3.02.  Financial Statements...........................................28
Section 3.03.  Maintenance of Office or Agency................................29
Section 3.04.  Corporate Existence............................................30
Section 3.05.  Intentionally Omitted..........................................30
Section 3.06.  Compliance Certificate.........................................30
Section 3.07.  Further Instruments and Acts...................................30
Section 3.08.  Statement by Officers as to Default............................30
Section 3.09.  Additional Interest............................................30


                                       i
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                                    ARTICLE 4
                                SUCCESSOR COMPANY

Section 4.01.  Consolidation, Merger and Sale of Assets.......................31

                                    ARTICLE 5
                              DEFAULTS AND REMEDIES

Section 5.01.  Events of Default..............................................31
Section 5.02.  Acceleration...................................................34
Section 5.03.  Other Remedies.................................................34
Section 5.04.  Waiver of Past Defaults........................................34
Section 5.05.  Control by Majority............................................35
Section 5.06.  Limitation on Suits............................................35
Section 5.07.  Rights of Holders to Receive Payment...........................36
Section 5.08.  Collection Suit by Trustee.....................................36
Section 5.09.  Trustee May File Proofs of Claim...............................36
Section 5.10.  Priorities.....................................................36
Section 5.11.  Restoration of Rights and Remedies.............................37
Section 5.12.  Undertaking of Costs...........................................37

                                    ARTICLE 6
                                     TRUSTEE

Section 6.01.  Duties of Trustee..............................................37
Section 6.02.  Rights of Trustee..............................................39
Section 6.03.  Individual Rights of Trustee...................................40
Section 6.04.  Trustee's Disclaimer...........................................40
Section 6.05.  Notice of Defaults.............................................40
Section 6.06.  Reports by Trustee to Holders..................................41
Section 6.07.  Compensation and Indemnity.....................................41
Section 6.08.  Replacement of Trustee.........................................42
Section 6.09.  Successor Trustee by Merger....................................43
Section 6.10.  Eligibility; Disqualification..................................43
Section 6.11.  Preferential Collection of Claims Against Company..............43
Section 6.12.  Trustee's Application for Instruction from the Company.........43

                                    ARTICLE 7
                             DISCHARGE OF INDENTURE

Section 7.01.  Discharge of Liability on Securities...........................44
Section 7.02.  Reinstatement..................................................45
Section 7.03.  Officers' Certificate; Opinion of Counsel......................45

                                       ii
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                                    ARTICLE 8
                                   AMENDMENTS

Section 8.01.  Without Consent of Holders.....................................46
Section 8.02.  With Consent of Holders........................................47
Section 8.03.  Compliance with Trust Indenture Act............................48
Section 8.04.  Revocation and Effect of Consents and Waivers..................48
Section 8.05.  Notation on or Exchange of Securities..........................48
Section 8.06.  Trustee to Sign Amendments.....................................49

                                    ARTICLE 9
                              SUBSIDIARY GUARANTEE

Section 9.01.  Subsidiary Guarantee...........................................49
Section 9.02.  Limitation on Liability; Termination, Release and Discharge
                Upon Merger or Consolidation; Termination on Conversion.......51
Section 9.03.  Right of Contribution..........................................53
Section 9.04.  No Subrogation.................................................53

                                   ARTICLE 10
                 PURCHASE AT OPTION OF HOLDER UPON A FUNDAMENTAL
                                     CHANGE

Section 10.01. Purchase at the Option of the Holder Upon a Fundamental
                Change........................................................54
Section 10.02. Further Conditions and Procedures for Purchase at the Option
                of the Holder Upon a Fundamental Change.......................55

                                   ARTICLE 11
                                   CONVERSION

Section 11.01. Conversion of Securities.......................................59
Section 11.02. Adjustments to Conversion Rate.................................65
Section 11.03. Adjustment Upon Certain Fundamental Changes....................73
Section 11.04. Effect of Reclassification, Consolidation, Merger or Sale......75
Section 11.05. Responsibility of Trustee......................................77
Section 11.06. Notice to Holders Prior to Certain Actions.....................78
Section 11.07. Stockholder Rights Plan........................................78

                                   ARTICLE 12
                                  MISCELLANEOUS

Section 12.01. Trust Indenture Act Controls...................................79
Section 12.02. Notices........................................................79
Section 12.03. Communication by Holders with other Holders....................80
Section 12.04. Certificate and Opinion as to Conditions Precedent.............81
Section 12.05. Statements Required in Certificate or Opinion..................81

                                      iii
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Section 12.06. When Securities Disregarded....................................81
Section 12.07. Rules by Trustee, Paying Agent and Registrar...................82
Section 12.08. Legal Holidays.................................................82
Section 12.09. Governing Law; Waiver of Jury Trial............................82
Section 12.10. No Recourse Against Others.....................................82
Section 12.11. Successors.....................................................82
Section 12.12. Multiple Originals.............................................83
Section 12.13. Qualification of Indenture.....................................83
Section 12.14. Table of Contents; Headings....................................83
Section 12.15. Severability Clause............................................83

EXHIBIT A      Form of the Security
EXHIBIT B      Form of Indenture Supplement to Add Subsidiary Guarantors

                                       iv
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     INDENTURE dated as of May 14, 2007, among CHEMED CORPORATION, a Delaware
corporation (the "Company"), THE SUBSIDIARY GUARANTORS (Comfort Care Holdings,
Co., Jet Resource, Inc., Roto-Rooter Corporation, Roto-Rooter Services Company,
Nurotoco of Massachusetts, Inc., Consolidated HVAC, Inc., Roto-Rooter Group,
Inc., R.R. UK, Inc., Roto-Rooter Development Company, VITAS Healthcare
Corporation, VITAS Healthcare Corporation of California, VITAS Healthcare
Corporation of Central Florida, VITAS Healthcare Corporation of Florida, VITAS
Healthcare Corporation of Illinois, VITAS Healthcare Corporation of Ohio, VITAS
Healthcare Corporation Atlantic, VITAS Healthcare Corporation Midwest, VITAS HME
Solutions, Inc., VITAS Holdings Corporation, Hospice Care Incorporated, VITAS
Hospice Services, L.L.C., VITAS Healthcare of Texas, L.P., VITAS Healthcare
Corporation of Georgia, VITAS Healthcare Corporation of Arizona, and VITAS Care
Solutions, Inc.) and LASALLE BANK NATIONAL ASSOCIATION, as Trustee (the
"Trustee").

     Each party agrees as follows for the benefit of the other parties and for
the equal and ratable benefit of the Holders of the Company's 1.875% Convertible
Senior Notes due 2014 (the "Securities") on the date hereof and the guarantees
thereof by the Subsidiary Guarantors.

                                   ARTICLE 1
                   DEFINITIONS AND INCORPORATION BY REFERENCE

     Section 1.01. Definitions.

     "Additional Interest" means all amounts, if any, payable pursuant to
Section 2 of the Registration Rights Agreement.

     "Affiliate" of any specified Person means any other Person directly or
indirectly controlling, controlled by or under direct or indirect common control
with such specified Person. For the purposes of this definition, "control" when
used with respect to any specified Person means the power to direct the
management and policies of such Person, directly or indirectly, whether through
the ownership of voting securities, by contract or otherwise, and the terms
"controlling" and "controlled" have meanings correlative to the foregoing;
provided, however, that the existence of a management contract by the Company or
an Affiliate of the Company to manage another entity shall not be deemed to be
control.

     "Bankruptcy Law" means Title 11 of the United States Code or any similar
federal or state law for the relief of debtors.

                                       1
<PAGE>

     "Beneficial Owner" shall mean any person who is considered a beneficial
owner of a security in accordance with Rule 13d-3 promulgated by the SEC under
the Exchange Act.

     "Board of Directors" means, as to any Person, the board of directors of
such Person or any duly authorized committee thereof.

     "Business Day" means, with respect to any Security, any day other than a
Saturday, a Sunday or a day on which the Federal Reserve Bank of New York is
closed.

     "Capital Markets Debt" means any debt of the Company for borrowed money
that (i) is in the form of, or represented by, bonds, notes, debentures or other
securities (other than promissory notes or similar evidences of debt under a
credit agreement) and (ii) has an aggregate principal amount outstanding of at
least $20.0 million.

     "Capital Stock" means the capital stock, par value $1.00 per share, of the
Company existing on the Issue Date or any other shares of capital stock into
which such capital stock shall be reclassified or changed.

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

     "Company" means Chemed Corporation or its successors and assigns.

     "Conversion Agent" means the office or agency appointed by the Company
where Securities may be presented for conversion. The Conversion Agent appointed
by the Company shall initially be the Trustee.

     "Conversion Price" means, in respect of each $1,000 principal amount of
Securities, $1,000 divided by the Conversion Rate, as may be adjusted from time
to time as set forth herein.

     "Conversion Rate" means, in respect of each $1,000 principal amount of
Securities, initially 12.3874 shares of Capital Stock, subject to adjustments as
set forth herein.

     "Credit Facility Debt" means any debt of the Company for borrowed money
that (i) is incurred pursuant to a credit agreement, including pursuant to the
Senior Credit Facility, or other agreement providing for revolving credit loans,
term loans or other long-term debt entered into between the Company and any
lender or group of lenders and (ii) has an aggregate principal amount
outstanding or committed of at least $20.0 million.

                                       2
<PAGE>

     "Custodian" means any receiver, trustee, assignee, liquidator, custodian or
similar official under any Bankruptcy Law.

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

     "Definitive Securities" means certificated Securities that are not Global
Securities.

     "DTC" means The Depository Trust Company, its nominees and their respective
successors and assigns, or such other depository institution hereinafter
appointed by the Company pursuant to the terms of this Indenture.

     "Ex-Dividend Date" means the first date upon which a sale of the Capital
Stock does not automatically transfer the right to receive the relevant dividend
from the seller of the Capital Stock to its buyer.

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

     "Fair Market Value" means the amount that a willing buyer would pay a
willing seller in an arm's length transaction.

     A "Fundamental Change" shall be deemed to have occurred at the time after
the Securities are originally issued that any of the following occurs:

     (1)  a "person" or "group" within the meaning of Section 13(d) of the
          Exchange Act, other than the Company, any Subsidiary of the Company or
          any employee benefit plan of the Company or any such Subsidiary, files
          a Schedule TO or any other schedule, form or report under the Exchange
          Act disclosing that such person or group has become the direct or
          indirect Beneficial Owner of Capital Stock representing more than 50%
          of the ordinary voting power of the Capital Stock;

     (2)  consummation of (A) any recapitalization, reclassification or change
          of Capital Stock (other than changes resulting from a subdivision or
          combination) as a result of which the Capital Stock would be converted
          into, or exchanged for, stock, other securities, other property or
          assets or (B) any consolidation with or merger of the Company with or
          into another Person pursuant to which the Capital Stock would be
          converted into cash, securities or other property or any conveyance,
          transfer or lease of all or substantially all of the Company's
          properties and assets to any Person other than a Subsidiary; provided,
          however, that a transaction where the holders of more than 50% of all
          classes of the Company's capital stock immediately prior to such
          transaction own, directly or indirectly, more than 50% of all classes
          of capital stock of the continuing or surviving corporation or
          transferee or the parent thereof immediately after such event shall
          not be a Fundamental Change;

                                       3
<PAGE>

     (3)  the stockholders of the Company approve any plan or proposal for the
          liquidation or dissolution of the Company; or

     (4)  the Capital Stock (or other capital stock into which the Securities
          are then convertible) ceases to be listed on a national securities
          exchange;

provided, however, that a Fundamental Change shall not be deemed to have
occurred if 100% of the consideration received or to be received by stockholders
of the Company, excluding cash payments for fractional shares, in connection
with the transaction or transactions constituting the Fundamental Change
consists of shares of capital stock traded on a national securities exchange or
which will be so traded or quoted when issued or exchanged in connection with a
Fundamental Change (such securities being referred to as "Publicly Traded
Securities") and as a result of such transaction or transactions the Securities
become convertible into such Publicly Traded Securities (excluding cash payments
for fractional shares) pursuant to the terms of this Indenture.

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

     "Global Securities" means certificated Securities in global form, without
interest coupons, substantially in the form of Exhibit A hereto and registered
in the name of DTC or a nominee of DTC.

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

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

     "Initial Purchasers" means J.P. Morgan Securities Inc. and Citigroup Global
Markets Inc., as initial purchasers under the Purchase Agreement.

                                       4
<PAGE>

     "Issue Date" means May 14, 2007.

     "Last Reported Sale Price" of the Capital Stock on any date means the
closing sale price per share (or if no closing sale price is reported, the
average of the bid and ask prices or, if more than one in either case, the
average of the average bid and average asked prices) on that date as reported in
composite transactions for the principal U.S. securities exchange on which the
Capital Stock is traded or, if the Capital Stock is not listed for trading on a
U.S. national or regional securities exchange on the relevant date, the Last
Reported Sale Price will be the last quoted bid price for the Capital Stock in
the over-the-counter market on the relevant date as reported by the National
Quotation Bureau or similar organization.

     If the Capital Stock is not listed for trading on a U.S. national or
regional securities exchange and not reported by the National Quotation Bureau
or similar organization on the relevant date, the Last Reported Sale Price shall
be the average of the mid-point of the last bid and ask prices for the Capital
Stock on the relevant date from each of at least three nationally recognized
independent investment banking firms selected by the Company for such purpose.

     "Market Disruption Event" means (i) failure by the primary United States
national or regional securities exchange or market on which the Capital Stock is
listed or admitted to trading to open for trading during its regular trading
session or (ii) the occurrence or existence prior to 1:00 p.m., New York City
time, on any Trading Day for the Capital Stock for an aggregate one half hour
period of any suspension or limitation imposed on trading (by reason of
movements in price exceeding limits permitted by the stock exchange or
otherwise) in the Capital Stock or in any options, contracts or future contracts
relating to the Capital Stock.

     "Observation Period" with respect to any Security means (i) for Securities
with a Conversion Date occurring prior to March 1, 2014, the 40 consecutive
trading-day period beginning on, and including, the second trading day after the
related conversion date; and (ii) for Securities with a Conversion Date
occurring on or after March 1, 2014, the 40 consecutive trading days beginning
on, and including, the 42nd Scheduled Trading Day immediately preceding May 15,
2014.

     "Offering Memorandum" means the offering memorandum, dated May 8, 2007,
relating to the offering by the Company of the Securities.

     "Officer" means the Chairman of the Board, the Chief Executive Officer, the
President, the Chief Financial Officer, any Vice President, the Treasurer or the
Secretary of the Company. The term Officer of any Subsidiary Guarantor has a
correlative meaning.

                                       5
<PAGE>

     "Officers' Certificate" means a certificate signed by two Officers or
attorneys-in-fact or by an Officer and either an Assistant Treasurer or an
Assistant Secretary of the Company or the Subsidiary Guarantors, as applicable.

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

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

     "Publicly Traded Securities" has the meaning provided in the definition of
Fundamental Change in this Section 1.01.

     "Purchase Agreement" means the Purchase Agreement dated as of May 8, 2007
among the Company, the Subsidiary Guarantors and the Initial Purchasers relating
to the initial purchase and sale of the Securities.

     "QIB" means any "qualified institutional buyer" (as term is defined in Rule
144A).

     "Record Date" means, in respect of a dividend or distribution to holders of
Capital Stock, the date fixed for determination of holders of Capital Stock
entitled to receive such dividend or distribution.

     "Registration Rights Agreement" means the Registration Rights Agreement
dated as of the Issue Date among the Initial Purchasers, the Subsidiary
Guarantors and the Company.

     "Regular Record Date" for the payment of interest on the Securities
(including Additional Interest, if any), means the May 1 (whether or not a
Business Day) next preceding an interest payment date on May 15 and the November
1 (whether or not a Business Day) next preceding an interest payment date on
November 15.

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

     "SEC" means the United States Securities and Exchange Commission.

     "Securities" has the meaning ascribed to it in the second introductory
paragraph of this Indenture.

                                       6
<PAGE>

     "Securities Act" means the Securities Act of 1933 (15 U.S.C. ss.ss. 77a -
77aa), as amended, and the ruleS and regulations of the SEC promulgated
thereunder.

     "Securities Custodian" means the custodian with respect to the Global
Security (as appointed by DTC), or any successor Person thereto and shall
initially be the Trustee.

     "Securities Register" means the register of Securities, maintained by the
Registrar, pursuant to Section 2.05.

     "Senior Credit Facility" means the Credit Agreement dated as of May 2,
2007, by and among, the Company, certain of its subsidiaries, the lenders
referred to therein, and JPMorgan Chase Bank, N.A., as Administrative Agent.

     "Shelf Registration Statement" shall have the meaning contemplated by and
in accordance with the terms of the Registration Rights Agreement.

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

     "Stated Maturity" means, with respect to any security, the date specified
in such security as the fixed date on which the payment of principal of such
security is due and payable, but shall not include any contingent obligations to
repay or repurchase any such principal prior to the date originally scheduled
for the payment thereof.

     "Stock Price" means, with respect to a Fundamental Change, the price per
share of Capital Stock paid in connection with such Fundamental Change, which
shall be equal to (i) if such Fundamental Change is a transaction set forth in
clause (2) of the definition thereof, and holders of Capital Stock receive only
cash in such transaction, the cash amount paid per share of Capital Stock and
(ii) in all other cases, the average of the Last Reported Sale Prices of the
Capital Stock over the 20 Trading Day period ending on the Trading Day preceding
the Effective Date.

     "Subsidiary" of the Company means (i) a corporation a majority of whose
capital stock with voting power, under ordinary circumstances, to elect
directors is at the time, directly or indirectly, owned by the Company, by the
Company and one or more Subsidiaries of the Company or by one or more
Subsidiaries of the Company or (ii) any other Person (other than a corporation)
in which the Company, one or more Subsidiaries of the Company or the Company and
one or more Subsidiaries of the Company, directly or indirectly, at the date of
determination thereof, has greater than a 50% ownership interest.

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<PAGE>

     "Subsidiary Guarantor" means each subsidiary of the Company which is a
guarantor under this Indenture; provided, however, that upon the release and
discharge of any Person from its Subsidiary Guarantee in accordance with this
Indenture, such Person shall cease to be a Subsidiary Guarantor.

     "TIA" or "Trust Indenture Act" means the Trust Indenture Act of 1939 (15
U.S.C. ss.ss. 77aaa 77bbbb), as In effect on the date of this Indenture, except
as provided in Section 8.03.

     "Trading Day" means, (i) for purposes of Section 11.01(a) and (b), a day
during which trading in the Capital Stock generally occurs on the principal U.S.
securities exchange or market on which the Capital Stock is listed or admitted
to trading and (ii) for all other purposes, a day on which (a) there is no
Market Disruption Event and (b) trading generally in the Capital Stock occurs on
the New York Stock Exchange or, if the Capital Stock is not then listed on the
New York Stock Exchange, on the principal other U.S. national or regional
securities exchange on which the Capital Stock is then listed or, if the Capital
Stock is not then listed on a U.S. national or regional securities exchange, in
the principal other market on which the Capital Stock is then traded, or if the
Capital Stock (or other security for which a daily VWAP must be determined) is
not so listed or quoted, "trading day" means a "Business Day".

     "Trustee" means the party named as such in this Indenture until a successor
replaces it and, thereafter, means the successor.

     "Trust Officer" means, when used with respect to the Trustee, the officer
within the corporate trust department of the Trustee having direct
responsibility for the administration of this Indenture.

     "UCC" means the Uniform Commercial Code as in effect in the State of New
York.

     Section 1.02. Other Definitions.

     Term                                                    Defined in Section
     ------------------------------------                    ------------------
     "Additional Shares"                                     11.03
     "Adjustment Event"                                      11.02(m)
     "Agent"                                                 3.03
     "Agent Members"                                         2.09
     "Authenticating Agent"                                  2.04
     "Certificate of Destruction"                            2.14
     "Company Notice"                                        10.02(a)
     "Company Notice Date"                                   10.02(a)


                                       8
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     Term                                                    Defined in Section
     ------------------------------------                    ------------------
     "Company Order"                                         2.04
     "Conversion Date"                                       11.01(b)
     "Daily Settlement Amount"                               11.01(c)
     "Daily Conversion Value"                                11.01(c)
     "Daily VWAP"                                            11.01(c)
     "Defaulted Interest"                                    2.15
     "Determination Date"                                    11.02(m)
     "Effective Date"                                        11.03(b)
     "Event of Default"                                      5.01
     "Fundamental Change Purchase Date"                      10.01
     "Fundamental Change Purchase Notice"                    10.01(b)
     "Fundamental Change Purchase Price"                     10.01
     "Global Security Legend"                                2.03(a)(iv)
     "Legal Holiday"                                         12.08
     "Obligations"                                           9.01
     "Paying Agent"                                          2.05
     "Reorganization Event"                                  11.04(a)
     "Reference Property"                                    11.04(a)
     "Registrar"                                             2.05
     "Restricted Securities"                                 2.03(a)
     "Restricted Securities Legend"                          2.03(a)
     "Scheduled Trading Day"                                 11.01(c)
     "Securities Register"                                   2.05
     "Settlement Amount"                                     11.01(c)
     "Special Interest Payment Date"                         2.15(a)
     "Special Record Date"                                   2.15(a)
     "Spin-Off"                                              11.02(c)
     "Successor Company"                                     4.01(a)

     Section 1.03. Incorporation by Reference of Trust Indenture Act. This
Indenture is subject to the mandatory provisions of the TIA which are
incorporated by reference in and made a part of this Indenture. The following
TIA terms have the following meanings:

     "Commission" means the SEC.

     "indenture securities" means the Securities.

     "indenture security holder" means a Securityholder.

     "indenture to be qualified" means this Indenture.

                                       9
<PAGE>

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

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

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

     Section 1.04. Rules of Construction. Unless the context otherwise requires:

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

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

     (c) "or" is not exclusive;

     (d) "including" means including without limitation;

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

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

                                   ARTICLE 2
                                 THE SECURITIES

     Section 2.01. Title; Amount and Issue of Securities; Principal and
Interest. (a) The Securities shall be known and designated as the "1.875%
Convertible Senior Notes due 2014" of the Company. The aggregate principal
amount of Securities which may be authenticated and delivered under this
Indenture is initially limited to $200.0 million, except for Securities
authenticated and delivered upon registration of, transfer of, or in exchange
for, or in lieu of other Securities pursuant to Section 2.03, Section 2.04,
Section 2.08 2.09, 2.10, 2.11, 2.13, 8.05, 10.02, or 11.01; provided that
additional Securities may be issued in an unlimited aggregate principal amount
from time to time thereafter as set forth pursuant to Section 2.04. The
Securities shall be issuable in denominations of $1,000 or multiples thereof.

     (b) The Securities shall mature on May 15, 2014.

                                       10
<PAGE>

     (c) Interest on the Securities shall accrue from and including the date
specified on the face of such Securities until the principal thereof is paid or
made available for payment. Interest shall be payable semi-annually in arrears
on May 15 and November 15 in each year, commencing November 15, 2007. If any
interest payment date falls on a day that is not a Business Day, such interest
payment date shall be postponed to the next succeeding Business Day and no
interest on such payment will accrue for the period from the interest payment
date to such next succeeding Business Day. If the Stated Maturity date or
earlier required repurchase date upon a Fundamental Change would fall on a day
that is not a Business Day, the required payment of interest, if any, and
principal (and Additional Interest, if any), will be made on the next succeeding
Business Day and no interest on such payment will accrue for the period from and
after the Stated Maturity date or earlier required repurchase date upon a
Fundamental Change to such next succeeding Business Day.

     (d) A Holder of any Security after 5:00 p.m., New York City time, on a
Regular Record Date shall be entitled to receive interest (including any
Additional Interest), on such Security on the corresponding interest payment
date. Holders of Securities after 5:00 p.m., New York City time, on a Regular
Record Date will receive payment of interest (including any Additional Interest)
payable on the corresponding interest payment date notwithstanding the
conversion of such Securities at any time after the close of business on such
Regular Record Date. Securities surrendered for conversion during the period
after 5:00 p.m., New York City time, on any Regular Record Date to 9:00 a.m.,
New York City time, on the corresponding interest payment date must be
accompanied by payment of an amount equal to the interest (including any
Additional Interest) that the Holder is to receive on the Securities.
Notwithstanding the foregoing, no such payment of interest (including any
Additional Interest) need be made by any converting Holder (i) for conversions
with a Conversion Date on or after March 1, 2014, (ii) if the Company has
specified a Fundamental Change Purchase Date during such period, or (iii) to the
extent of any overdue interest (including any Additional Interest) existing at
the time of conversion of such Security. Except where Securities surrendered for
conversion must be accompanied by payment as described above, no interest or
Additional Interest on converted Securities will be payable by the Company on
any interest payment date subsequent to the date of conversion and delivery of
the cash and shares of Capital Stock, if applicable, pursuant to Article 11
hereunder, together with any cash payment for any fractional share, upon
conversion will be deemed to satisfy the Company's obligation to pay the
principal amount of the Securities and accrued and unpaid interest and
Additional Interest, if any, to, but not including, the related Conversion Date.

     (e) Principal of and interest (including Additional Interest, if any) on,
Global Securities shall be payable to DTC in immediately available funds.

                                       11
<PAGE>

     (f) Principal on Definitive Securities shall be payable at the office or
agency of the Company maintained for such purpose, initially the corporate trust
office of the Trustee at 135 South LaSalle Street, Suite 1560, Chicago, Illinois
60603, Attention: Corporate Debt Trust Services Division - Chemed Corporation
Notes due 2014. Interest (including Additional Interest, if any), on Definitive
Securities will be payable (i) to Holders having an aggregate principal amount
of $5,000,000 or less, by check mailed to the Holders of these Securities and
(ii) to Holders having an aggregate principal amount of more than $5,000,000,
either by check mailed to each Holder or, upon application by a Holder to the
Registrar not later than the relevant Regular Record Date, by wire transfer in
immediately available funds to that Holder's account within the United States,
which application shall remain in effect until the Holder notifies, in writing,
the Registrar to the contrary.

     Section 2.02. Form of Securities.

     (a) Except as otherwise provided pursuant to this Section 2.02, the
Securities are issuable in fully registered form without coupons in
substantially the form of Exhibit A hereto, with such applicable legends as are
provided for in Section 2.03. The Securities are not issuable in bearer form.
The terms and provisions contained in the form of Security shall constitute, and
are hereby expressly made, a part of this Indenture and to the extent
applicable, the Company, the Subsidiary Guarantors and the Trustee, by their
execution and delivery of this Indenture, expressly agree to such terms and
provisions and to be bound thereby. Any of the Securities may have such letters,
numbers or other marks of identification and such notations, legends and
endorsements as the Officers executing the same may approve (execution thereof
to be conclusive evidence of such approval) and as are not inconsistent with the
provisions of this Indenture, or as may be required to comply with any law or
with any rule or regulation made pursuant thereto or with any rule or regulation
of any securities exchange or automated quotation system on which the Securities
may be listed or designated for issuance, or to conform to usage.

     (b) The Securities shall be issued initially in the form of one or more
permanent Global Securities, with the applicable legends as provided in Section
2.03. Each Global Security shall be duly executed by the Company and
authenticated and delivered by the Trustee, and shall be registered in the name
of DTC or its nominee and retained by the Trustee, as Securities Custodian, at
its corporate trust office, for credit to the accounts of the Agent Members
holding the Securities evidenced thereby. The aggregate principal amount of the
Global Securities may from time to time be increased or decreased by adjustments
made on the records of the Trustee, as Securities Custodian, and of DTC or its
nominee, as hereinafter provided.

                                       12
<PAGE>


     Section 2.03. Legends.

     (a) Restricted Securities Legends. Each Security issued hereunder shall,
upon issuance, bear the legend set forth in Section 2.03(a)(i), and each
certificate representing shares of the Capital Stock issued upon conversion of
any Security issued hereunder, shall, upon issuance, unless as otherwise set
forth below, bear the legend set forth in Section 2.03(a)(ii) (each such legend,
a "Restricted Securities Legend"), and such legend shall not be removed except
as provided in Section 2.03(a)(iii). Each Security that bears or is required to
bear the Restricted Securities Legend set forth in Section 2.03(a)(i) (together
with each certificate representing shares of the Capital Stock issued upon
conversion of such Security that bears or is required to bear the Restricted
Securities Legend set forth in Section 2.03(a)(ii), collectively, the
"Restricted Securities") shall be subject to the restrictions on transfer set
forth in this Section 2.03(a) (including the Restricted Securities Legend set
forth below), and the Holder of each such Restricted Security, by such Holder's
acceptance thereof, shall be deemed to have agreed to be bound by all such
restrictions on transfer.

     As used in Section 2.03(a), the term "transfer" encompasses any sale,
pledge, transfer or other disposition whatsoever of any Restricted Security.

          (i) Restricted Securities Legend for Securities.

     Except as provided in Section 2.03(a)(iii), any certificate evidencing such
Security (and all Securities issued in exchange therefor or substitution
thereof, other than stock certificates representing shares of the Capital Stock,
if any, issued upon conversion thereof which shall bear the legend set forth in
Section 2.03(a)(ii), if applicable) shall bear a Restricted Securities Legend in
substantially the following form:

"THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), AND ACCORDINGLY,  MAY NOT BE OFFERED OR
SOLD EXCEPT AS SET FORTH IN THE FOLLOWING  SENTENCE.  BY ITS ACQUISITION HEREOF,
THE HOLDER  AGREES (1) THAT IT WILL NOT WITHIN THE LATER OF (X) TWO YEARS  AFTER
THE ORIGINAL  ISSUANCE OF THIS  SECURITY AND (Y) THREE MONTHS AFTER IT CEASES TO
BE AN  AFFILIATE  (WITHIN THE MEANING OF RULE 144 ADOPTED  UNDER THE  SECURITIES
ACT) OF THE COMPANY,  RESELL OR OTHERWISE TRANSFER THE SECURITY EVIDENCED HEREBY
OR THE CAPITAL STOCK ISSUABLE UPON  CONVERSION OF SUCH  SECURITY,  EXCEPT (A) TO
THE COMPANY; (B) UNDER A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE
(OR DESIGNATED)  UNDER THE SECURITIES ACT; (C) TO A PERSON THE SELLER REASONABLY
BELIEVES IS A  QUALIFIED  INSTITUTIONAL  BUYER (AS DEFINED IN RULE 144A  ADOPTED
UNDER THE  SECURITIES  ACT) THAT IS  PURCHASING  FOR ITS OWN  ACCOUNT OR FOR THE
ACCOUNT OF ANOTHER  QUALIFIED  INSTITUTIONAL  BUYER AND TO WHOM  NOTICE IS GIVEN
THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, ALL IN COMPLIANCE WITH
RULE 144A (IF AVAILABLE);  OR (D) UNDER ANY OTHER  AVAILABLE  EXEMPTION FROM THE
REGISTRATION  REQUIREMENTS OF THE SECURITIES ACT; AND (2) THAT IT WILL, PRIOR TO
ANY  TRANSFER  OF THIS  SECURITY  WITHIN  THE LATER OF (X) TWO  YEARS  AFTER THE
ORIGINAL ISSUANCE OF THIS SECURITY AND (Y) THREE MONTHS AFTER IT CEASES TO BE AN
AFFILIATE  (WITHIN THE MEANING OF RULE 144 ADOPTED UNDER THE SECURITIES  ACT) OF
THE COMPANY,  FURNISH TO THE TRUSTEE AND THE COMPANY SUCH CERTIFICATIONS,  LEGAL
OPINIONS OR OTHER  INFORMATION  AS MAY BE REQUIRED  PURSUANT TO THE INDENTURE TO
CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION  FROM, OR IN A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.
AS USED  HEREIN,  THE  TERM  "UNITED  STATES"  HAS THE  MEANING  GIVEN  TO IT BY
REGULATION S UNDER THE SECURITIES ACT."

                                       13
<PAGE>

          (ii) Restricted Securities Legend for the Capital Stock Issued Upon
Conversion of the Securities.

     Each stock certificate representing Capital Stock issued upon conversion of
Securities bearing a Restricted Securities Legend will, subject to the
availability of a Shelf Registration Statement and registration thereunder as
set forth in the Registration Rights Agreement, bear the following legend:

"THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), AND ACCORDINGLY,  MAY NOT BE OFFERED OR
SOLD EXCEPT AS SET FORTH IN THE FOLLOWING  SENTENCE.  BY ITS ACQUISITION HEREOF,
THE HOLDER  AGREES (1) THAT IT WILL NOT WITHIN THE LATER OF (X) TWO YEARS  AFTER
THE  ORIGINAL  ISSUANCE  OF THE  SECURITIES  UPON THE  CONVERSION  OF WHICH THIS
SECURITY  WAS ISSUED  AND (Y) THREE  MONTHS  AFTER IT CEASES TO BE AN  AFFILIATE
(WITHIN  THE  MEANING  OF RULE 144  ADOPTED  UNDER  THE  SECURITIES  ACT) OF THE
COMPANY,  RESELL OR OTHERWISE TRANSFER THE SECURITY EVIDENCED HEREBY, EXCEPT (A)
TO THE  COMPANY;  (B)  UNDER A  REGISTRATION  STATEMENT  THAT HAS BEEN  DECLARED
EFFECTIVE (OR  DESIGNATED)  UNDER THE SECURITIES ACT; (C) TO A PERSON THE SELLER
REASONABLY BELIEVES IS A QUALIFIED  INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A
ADOPTED UNDER THE SECURITIES  ACT) THAT IS PURCHASING FOR ITS OWN ACCOUNT OR FOR
THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER AND TO WHOM NOTICE IS GIVEN
THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, ALL IN COMPLIANCE WITH
RULE 144A (IF AVAILABLE);  OR (D) UNDER ANY OTHER  AVAILABLE  EXEMPTION FROM THE
REGISTRATION  REQUIREMENTS OF THE SECURITIES ACT; AND (2) IT WILL,  PRIOR TO ANY
TRANSFER OF THIS  SECURITY  WITHIN THE LATER OF (X) TWO YEARS AFTER THE ORIGINAL
ISSUANCE OF THE SECURITIES UPON THE CONVERSION OF WHICH THIS SECURITY WAS ISSUED
AND (Y) THREE MONTHS  AFTER IT CEASES TO BE AN AFFILIATE  (WITHIN THE MEANING OF
RULE 144  ADOPTED  UNDER THE  SECURITIES  ACT) OF THE  COMPANY,  FURNISH  TO THE
TRANSFER  AGENT AND THE COMPANY  SUCH  CERTIFICATIONS,  LEGAL  OPINIONS OR OTHER
INFORMATION  AS MAY BE  REQUIRED  TO CONFIRM  THAT SUCH  TRANSFER  IS BEING MADE
PURSUANT  TO AN  EXEMPTION  FROM,  OR  IN A  TRANSACTION  NOT  SUBJECT  TO,  THE
REGISTRATION  REQUIREMENTS  OF THE  SECURITIES  ACT.  AS USED  HEREIN,  THE TERM
"UNITED STATES" HAS THE MEANING GIVEN TO IT BY REGULATION S UNDER THE SECURITIES
ACT."

                                       14
<PAGE>

          (iii) Removal of the Restricted Securities Legends.

     The Restricted Securities Legend may be removed from any Security or any
Certificate representing shares of the Capital Stock issued upon conversion of
any Security if there is delivered to the Company such satisfactory evidence,
which may include an opinion of independent counsel, as may be reasonably
required by the Company, that neither such legend nor the restrictions on
transfer set forth therein are required to ensure that transfers of such
Security or shares of the Capital Stock issued upon conversion of Securities, as
the case may be, will not violate the registration requirements of the
Securities Act or the qualification requirements under any state securities
laws. Upon provision of such satisfactory evidence, at the written direction of
the Company, (i) in the case of a Security, the Trustee shall authenticate and
deliver in exchange for such Security another Security or Securities having an
equal aggregate principal amount that does not bear such legend or (ii) in the
case of a Certificate representing shares of the Capital Stock, the transfer
agent for the Capital Stock shall authenticate and deliver in exchange for the
Certificate or certificates representing such shares of Capital Stock bearing
such legend, one or more new Certificates representing a like aggregate number
of shares of Capital Stock that do not bear such legend. If the Restricted
Securities Legend has been removed from a Security or Certificates representing
shares of the Capital Stock issued upon conversion of any Security as provided
above, no other Security issued in exchange for all or any part of such
Security, or no other Certificates issued in exchange for such Capital Stock
shall bear such legend, unless the Company has reasonable cause to believe that
such other Security is a "restricted security" (or such shares of Capital Stock
are "restricted securities") within the meaning of Rule 144 and instructs the
Trustee or transfer agent in writing to cause a Restricted Securities Legend to
appear thereon.

                                       15
<PAGE>

     Any Security (or Security issued in exchange or substitution therefor) as
to which the conditions for removal of the Restricted Securities Legend set
forth in Section 2.03(a)(i) as set forth therein have been satisfied may, upon
surrender of such Security for exchange to the Registrar in accordance with the
provisions of Section 2.08, be exchanged for a new Security or Securities, of
like tenor and aggregate principal amount, which shall not bear the Restricted
Securities Legend required by Section 2.03(a)(i).

     Any Certificate representing shares of Capital Stock issued upon conversion
of any Security as to which the conditions for removal of the Restricted
Securities Legend set forth in Section 2.03(a)(ii) have been satisfied may, upon
surrender of the Certificates representing such shares of Capital Stock for
exchange in accordance with the procedures of the transfer agent for the Capital
Stock, be exchanged for a new Certificate or certificates representing a like
aggregate number of shares of Capital Stock, which shall not bear the Restricted
Securities Legend.

          (iv) Global Security Legend

     Each Global Security shall also bear the following legend (the "Global
Security Legend") on the face thereof:

"UNLESS THIS  CERTIFICATE  IS PRESENTED BY AN AUTHORIZED  REPRESENTATIVE  OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW YORK, TO
THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER,  EXCHANGE OR PAYMENT, AND
ANY CERTIFICATE  ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED  REPRESENTATIVE OF 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.

                                       16
<PAGE>

TRANSFERS OF THIS GLOBAL  SECURITY  SHALL BE LIMITED TO TRANSFERS IN WHOLE,  BUT
NOT IN PART,  TO NOMINEES OF DTC OR TO A SUCCESSOR  THEREOF OR SUCH  SUCCESSOR'S
NOMINEE AND  TRANSFERS OF PORTIONS OF THIS GLOBAL  SECURITY  SHALL BE LIMITED TO
TRANSFERS MADE IN ACCORDANCE  WITH THE  RESTRICTIONS  SET FORTH IN THE INDENTURE
REFERRED TO IN THE TERMS OF SECURITIES ATTACHED HERETO."

          (v) Legend for Definitive Securities

     Definitive Securities, in addition to the legend set forth in Section
2.03(a)(ii), will also bear a legend substantially in the following form:

"THIS  SECURITY WILL NOT BE ACCEPTED IN EXCHANGE FOR A BENEFICIAL  INTEREST IN A
GLOBAL SECURITY UNLESS THE HOLDER OF THIS SECURITY, SUBSEQUENT TO SUCH EXCHANGE,
WILL HOLD NO SECURITIES."

     Section 2.04 . Execution and Authentication. One Officer shall sign the
Securities for the Company by manual or facsimile signature. If an Officer whose
signature is on a Security no longer holds that office at the time the Trustee
authenticates the Security, the Security shall be valid nevertheless.

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

     At any time and from time to time after the execution and delivery of this
Indenture, the Company may deliver Securities executed by the Company in an
unlimited aggregate principal amount to the Trustee for authentication, together
with a written order of the Company signed by two Officers or by an Officer and
either an Assistant Treasurer or an Assistant Secretary of the Company (the
"Company Order") for the authentication and delivery of such Securities, and the
Trustee in accordance with such Company Order shall authenticate and deliver
such Securities as in this Indenture provided and not otherwise. All Securities
issued on the Issue Date shall be identical in all respects with any such
Securities authenticated and delivered thereafter, other than issue dates, the
date from which interest accrues, appropriate CUSIP numbers or other identifying
notations and any changes relating thereto. Notwithstanding anything to the
contrary contained in this Indenture, subject to Section 2.12, all Securities
issued under this Indenture shall vote and consent together on all matters as
one class and no series of Securities will have the right to vote or consent as
a separate class on any matter.

                                       17
<PAGE>

     The Trustee may appoint an agent (the "Authenticating Agent") reasonably
acceptable to the Company to authenticate the Securities. Initially, the Trustee
will act as the Authenticating Agent. Any such instrument shall be evidenced by
an instrument signed by a Trust Officer of the Trustee, a copy of which shall be
furnished to the Company. Unless limited by the terms of such appointment, any
such Authenticating Agent may authenticate Securities whenever the Trustee may
do so. Each reference in this Indenture to authentication by the Trustee
includes authentication by the Authenticating Agent. An Authenticating Agent has
the same rights as any Registrar, Paying Agent or agent for service of notices
and demands.

     In case the Company or any Subsidiary Guarantor, pursuant to Article 4 or
Section 9.02, shall be consolidated or merged with or into any other Person or
shall convey, transfer, lease or otherwise dispose of its properties and assets
substantially as an entirety to any Person, and the successor Person resulting
from such consolidation, or surviving such merger, or into which the Company or
any Subsidiary Guarantor shall have been merged, or the Person which shall have
received a conveyance, transfer, lease or other disposition as aforesaid, shall
have executed an indenture supplemental hereto with the Trustee pursuant to
Article 4, any of the Securities authenticated or delivered prior to such
consolidation, merger, conveyance, transfer, lease or other disposition may,
from time to time, at the request of the successor Person, be exchanged for
other 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 Company Order of the successor Person, shall
authenticate and deliver Securities as specified in such order 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 2.04 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.

     Section 2.05. Registrar and Paying Agent. The Company shall maintain an
office or agency where Securities may be presented for registration of transfer
or for exchange (the "Registrar") and an office or agency where Securities may
be presented for payment (the "Paying Agent"). The Company shall cause each of
the Registrar and the Paying Agent to maintain an office or agency in Chicago,
Illinois. The Registrar shall keep a register of the Securities and of their
transfer and exchange (the "Securities Register"). The Company may have one or
more co-registrars and one or more additional paying agents. The term "Paying
Agent" includes any additional paying agent and the term "Registrar" includes
any co-registrar.

                                       18
<PAGE>

     The Company shall enter into an appropriate agency agreement with any
Registrar, Paying Agent or co-registrar not a party to this Indenture, which
shall incorporate the terms of the TIA. The agreement shall implement the
provisions of this Indenture that relate to such agent. The Company shall notify
the Trustee of the name and address of each such agent. If the Company fails to
maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be
entitled to appropriate compensation therefor pursuant to Section 6.07. The
Company or any of its domestically organized, wholly owned Subsidiaries may act
as Paying Agent, Registrar, co-registrar or transfer agent.

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

     Section 2.06. Paying Agent to Hold Money in Trust. By no later than 11:00
a.m., New York City time, on the date on which any principal of or interest and
Additional Interest, if any, on any Security is due and payable, the Company
shall deposit with the Paying Agent a sum sufficient in immediately available
funds to pay such principal or interest (including any Additional Interest),
when due. The Company shall require each Paying Agent (other than the Trustee)
to agree in writing that such Paying Agent shall hold in trust for the benefit
of Securityholders or the Trustee all money held by such Paying Agent for the
payment of principal of or interest (including any Additional Interest), on the
Securities and shall notify the Trustee in writing of any Default by the Company
or any Subsidiary Guarantor in making any such payment. If the Company or a
Subsidiary acts as Paying Agent, it shall segregate the money held by it as
Paying Agent and hold it as a separate trust fund. The Company at any time may
require a Paying Agent (other than the Trustee) to pay all money held by it to
the Trustee and to account for any funds disbursed by such Paying Agent. Upon
complying with this Section 2.06, the Paying Agent (if other than the Company or
a Subsidiary) shall have no further liability for the money delivered to the
Trustee. Upon any bankruptcy, reorganization or similar proceeding with respect
to the Company, the Trustee shall serve as Paying Agent for the Securities.

                                       19
<PAGE>

     Section 2.07. Securityholder Lists. The Trustee shall preserve in as
current a form as is reasonably practicable the most recent list available to it
of the names and addresses of Securityholders and shall otherwise comply with
TIA ss. 312(a). If the Trustee is not the Registrar, or to the extent otherwise
required under the TIA, the Company, on its own behalf and on behalf of each of
the Subsidiary Guarantors, shall furnish or cause the Registrar to furnish to
the Trustee, in writing at least five Business Days before each interest payment
date and at such other times as the Trustee may request in writing, a list in
such form and as of such date as the Trustee may reasonably require of the names
and addresses of Securityholders and the Company shall otherwise comply with TIA
ss. 312(a).

     Section 2.08. General Provisions Relating to Transfer and Exchange. The
Securities are issuable only in registered form. A Holder may transfer a
Security only by written application to the Registrar stating the name of the
proposed transferee and otherwise complying with the terms of this Indenture. No
such transfer shall be effected until, and such transferee shall succeed to the
rights of a Holder only upon, final acceptance and registration of the transfer
by the Registrar in the Securities Register. Furthermore, any Holder of a 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 the Global Security shall
be required to be reflected in a book-entry.

     When Securities are presented to the Registrar with a request to register
the transfer or to exchange them for an equal aggregate principal amount of
Securities of other authorized denominations, the Registrar shall register the
transfer or make the exchange as requested if its requirements for such
transactions are met (including that such Securities are duly endorsed or
accompanied by a written instrument of transfer duly executed by the Holder
thereof or by an attorney who is authorized in writing to act on behalf of the
Holder). Subject to Section 2.04, to permit registrations of transfers and
exchanges, the Company shall execute and the Trustee shall authenticate
Securities at the Registrar's request. No service charge shall be made for any
registration of transfer or exchange of the Securities, but the Company may
require payment of a sum sufficient to cover any transfer tax or similar
governmental charge payable in connection therewith (other than any such
transfer taxes or other similar governmental charge payable upon exchanges in
connection with which a Security is issued to a Person other than the Holder
submitting the Security for exchange).

     Neither the Company nor the Registrar shall be required to exchange or
register a transfer of any Securities surrendered for conversion or, if a
portion of any Security is surrendered for conversion, the portion thereof
surrendered for conversion.

                                       20
<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 Beneficial Owners of 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 2.09. Book-Entry Provisions for the Global Securities. (a) The
Global Securities initially shall:

          (i) be registered in the name of DTC (or a nominee thereof);

          (ii) be delivered to the Trustee as Custodian for DTC;

          (iii) bear the Restricted Securities Legend set forth in Section
2.03(a)(i); and

          (iv) bear the Global Security Legend set forth in Section 2.03(a)(iv).

     Members of, or participants in, DTC ("Agent Members") shall have no rights
under this Indenture with respect to any Global Security held on their behalf by
DTC, or the Trustee as its custodian, or under such Global Security, and DTC may
be treated by the Company, 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 contained herein shall
prevent the Company, the Trustee or any agent of the Company or Trustee from
giving effect to any written certification, proxy or other authorization
furnished by DTC or impair, as between DTC and the Agent Members, the operation
of customary practices governing the exercise of the rights of a Holder of any
Security.

     (b) The Holder of a Global Security may grant proxies and otherwise
authorize any Person, including Agent Members and Persons that may hold
interests through Agent Members, to take any action which a Holder is entitled
to take under this Indenture or the Securities.

     (c) A Global Security may not be transferred, in whole or in part, to any
Person other than DTC (or a nominee thereof), and no such transfer to any such
other Person may be registered. Beneficial interests in a Global Security may be
transferred in accordance with the rules and procedures of DTC and the
provisions of Section 2.10.

                                       21
<PAGE>


     (d) If at any time:

          (i) DTC notifies the Company in writing that it is unwilling or unable
     to continue to act as depositary for the Global Securities and a successor
     depositary for the Global Securities is not appointed by the Company within
     90 days of such notice;

          (ii) DTC ceases to be registered as a "clearing agency" under the
     Exchange Act and a successor depositary for the Global Securities is not
     appointed by the Company within 90 days of such cessation;

          (iii) the Company, at its option, notifies the Trustee in writing that
     it elects to cause the issuance of the Definitive Securities under this
     Indenture in exchange for all or any part of the Securities represented by
     a Global Security or Global Securities, subject to the procedures of DTC;
     or

          (iv) an Event of Default has occurred and is continuing and the
     Registrar has received a request from DTC for the issuance of Definitive
     Securities in exchange for such Global Security or Global Securities;

DTC shall surrender such Global Security or Global Securities to the Trustee for
cancellation and the Company shall execute, and the Trustee, upon receipt of an
Officers' Certificate and Company Order for the authentication and delivery of
Securities, shall authenticate and deliver in exchange for such Global Security
or Global Securities, Definitive Securities in an aggregate principal amount
equal to the aggregate principal amount of such Global Security or Global
Securities. Such Definitive Securities shall be registered in such names as DTC
shall identify in writing as the Beneficial Owners of the Securities represented
by such Global Security or Global Securities (or any nominee thereof).

     (e) Notwithstanding the foregoing, in connection with any transfer of
beneficial interests in a Global Security to the Beneficial Owners thereof
pursuant to Section 2.09(d), the Registrar shall reflect on its books and
records the date and a decrease in the principal amount of such Global Security
in an amount equal to the principal amount of the beneficial interests in such
Global Security to be transferred.

     Section 2.10 . Special Transfer Provisions. Unless a Security is no longer
a Restricted Security, the following provisions shall apply to any sale, pledge
or other transfer of such Securities:

     (a) Transfer of Securities to a QIB.

     The following provisions shall apply with respect to the registration of
any proposed transfer of Securities to a QIB:

                                       22
<PAGE>


          (i) If the Securities to be transferred consist of a beneficial
     interest in the Global Securities, the transfer of such interest may be
     effected only through the book-entry systems maintained by DTC.

          (ii) If the Securities to be transferred consist of Definitive
     Securities, the Registrar shall register the transfer if such transfer is
     being made by a proposed transferor who has checked the box provided for on
     the form of Security stating (or has otherwise advised the Company and the
     Registrar in writing) that the sale has been made in compliance with the
     provisions of Rule 144A to a transferee who has signed a certification
     stating or has otherwise advised the Company and the Registrar in writing
     that:

               (A) it is purchasing the Securities for its own account or an
          account with respect to which it exercises sole investment discretion;

               (B) it and any such account is a QIB within the meaning of Rule
          144A;

               (C) it is aware that the sale to it is being made in reliance on
          Rule 144A;

               (D) it acknowledges that it has received such information
          regarding the Company as it has requested pursuant to Rule 144A or has
          determined not to request such information; and

               (E) it is aware that the transferor is relying upon its foregoing
          representations in order to claim the exemption from registration
          provided by Rule 144A.

     (b) General.

     By its acceptance of any Security bearing the Restricted Securities Legend,
each Holder of such a Security acknowledges the restrictions on transfer of such
Security set forth in this Indenture and agrees that it will transfer such
Security only as provided in this Indenture. The Registrar shall not register a
transfer of any Security unless such transfer complies with the restrictions on
transfer of such Security set forth in this Indenture. The Registrar shall be
entitled to receive and rely on written instructions from the Company verifying
that such transfer complies with such restrictions on transfer. In connection
with any transfer of Securities, each Holder agrees by its acceptance of the
Securities to furnish the Registrar or the Company such certifications, legal
opinions or other information as either of them may reasonably require to
confirm that such transfer is being made pursuant to an exemption from, or a
transaction not subject to, the registration requirements of the Securities Act;
provided that the Registrar shall not be required to determine (but may rely on
a determination made by the Company with respect to) the sufficiency of any such
certifications, legal opinions or other information.

                                       23
<PAGE>

         The Registrar shall retain copies of all certifications, letters,
notices and other written communications received pursuant to Section 2.09
hereof or this Section 2.10. The Company shall have the right to inspect and
make copies of all such letters, notices or other written communications at any
reasonable time upon the giving of reasonable written notice to the Registrar.

     Section 2.11. Mutilated, Destroyed, Lost or Stolen Securities. If a
mutilated Security is surrendered to the Registrar or if the Holder of a
Security claims that the Security has been lost, destroyed or wrongfully taken,
the Company shall issue and the Trustee shall authenticate a replacement
Security if the requirements of Section 8-405 of the UCC are met, such that the
Securityholder (a) satisfies the Company or the Trustee within a reasonable time
after such Securityholder has notice of such loss, destruction or wrongful
taking and the Registrar has not registered a transfer prior to receiving such
notification, (b) makes such request to the Company or Trustee prior to the
Security being acquired by a protected purchaser as defined in Section 8-303 of
the UCC and (c) satisfies any other reasonable requirements of the Trustee. Such
Holder shall furnish an indemnity bond sufficient in the judgment of the Company
and the Trustee to protect the Company, the Trustee, the Paying Agent and the
Registrar from any loss which any of them may suffer if a Security is replaced,
and, in the absence of notice to the Company, any Subsidiary Guarantor or the
Trustee that such Security has been acquired by a bona fide purchaser, the
Company shall execute and upon Company Order the Trustee shall authenticate and
make available for delivery, in exchange for any such mutilated Security or in
lieu of any such destroyed, lost or stolen Security, a new Security of like
tenor and principal amount, bearing a number not contemporaneously outstanding.

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

     Upon the issuance of any new Security under this Section 2.11, the Company
may require the payment by the Holder of a sum sufficient to cover any tax or
other governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee) in connection
therewith.

     Every new Security issued pursuant to this Section 2.11 in lieu of any
mutilated, destroyed, lost or stolen Security shall constitute an original
additional contractual obligation of the Company, any Subsidiary Guarantor (if
applicable) and any other obligor upon the Securities, whether or not the
mutilated, 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
ratably with any and all other Securities duly issued hereunder.

                                       24
<PAGE>

     The provisions of this Section 2.11 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 2.12. Outstanding Securities. Securities outstanding at any time
are all Securities authenticated by the Trustee except for those cancelled by
it, those delivered to it for cancellation and those described in this Section
2.12 as not outstanding. A Security does not cease to be outstanding in the
event the Company or a Subsidiary of the Company holds the Security; provided,
however, that (i) for purposes of determining which Securities are outstanding
for consent or voting purposes hereunder, the provisions of Section 12.06 shall
apply and (ii) in determining whether the Trustee shall be protected in making a
determination whether the Holders of the requisite principal amount of
outstanding Securities are present at a meeting of Holders of Securities for
quorum purposes or have consented to or voted in favor of any request, demand,
authorization, direction, notice, consent, waiver, amendment or modification
hereunder, or relying upon any such quorum, consent or vote, only Securities
which a Trust Officer of the Trustee actually knows to be held by the Company or
an Affiliate of the Company shall not be considered outstanding.

     If a Security is replaced or paid pursuant to Section 2.11, it ceases to be
outstanding unless the Trustee and the Company receive proof satisfactory to
them that the replaced Security is held by a bona fide purchaser.

     If the Paying Agent segregates and holds in trust, in accordance with this
Indenture, at Stated Maturity, money sufficient to pay all principal and
interest payable on that date with respect to the Securities (or portions
thereof) to be maturing, as the case may be, and the Paying Agent is not
prohibited from paying such money to the Securityholders on that date pursuant
to the terms of this Indenture, then on and after that date such Securities (or
portions thereof) cease to be outstanding and interest on them ceases to accrue.

     Section 2.13. Temporary Securities. In the event that Definitive Securities
are to be issued under the terms of this Indenture, until such Definitive
Securities are ready for delivery, the Company may prepare and upon receipt of a
Company Order the Trustee shall authenticate temporary Securities. Temporary
Securities shall be substantially in the form of Definitive Securities but may
have variations that the Company considers appropriate for temporary Securities.
Without unreasonable delay, the Company shall prepare and upon receipt of a
Company Order the Trustee shall authenticate Definitive Securities. After the
preparation of Definitive Securities, the temporary Securities shall be
exchangeable for Definitive Securities upon surrender of the temporary
Securities at any office or agency maintained by the Company for that purpose
and such exchange shall be without charge to the Holder. Upon surrender for
cancellation of any one or more temporary Securities, the Company shall execute,
and the Trustee shall authenticate and make available for delivery in exchange
therefor, one or more Definitive Securities representing an equal principal
amount of Securities. Until so exchanged, the Holder of temporary Securities
shall in all respects be entitled to the same benefits under this Indenture as a
Holder of Definitive Securities.

                                       25
<PAGE>

     Section 2.14. Cancellation. The Company at any time may deliver Securities
to the Trustee for cancellation. The Registrar and the Paying Agent shall
forward to the Trustee any Securities surrendered to them for registration of
transfer, exchange or payment. The Trustee and no one else shall cancel all
Securities surrendered for registration of transfer, exchange, payment or
cancellation and dispose of such Securities in accordance with its internal
policies and customary procedures including delivery of a certificate (a
"Certificate of Destruction") describing such Securities disposed (subject to
the record retention requirements of the Exchange Act) or deliver canceled
Securities to the Company pursuant to written direction by an Officer. The
Company may not issue new Securities to replace Securities it has paid for or
delivered to the Trustee for cancellation for any reason other than in
connection with a transfer or exchange.

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

     Section 2.15. Payment of Interest; Defaulted Interest. Interest (including
any Additional Interest) on any Security which is payable, and is punctually
paid or duly provided for, on any interest payment date shall be paid to the
Person in whose name such Security (or one or more predecessor Securities) is
registered at the close of business on the Regular Record Date for such payment
at the office or agency of the Company maintained for such purpose pursuant to
Section 2.05.

                                       26
<PAGE>

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

     (a) The Company may elect to make payment of any Defaulted Interest to the
Persons in whose names the Securities (or their respective predecessor
Securities) are registered at the close of business on a Special Record Date (as
defined below) 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
Interest Payment Date"), and at the same time the Company shall deposit with the
Trustee an amount of money equal to the aggregate amount proposed to be paid in
respect of such Defaulted Interest or shall make arrangements satisfactory to
the Trustee for such deposit prior to the date of the proposed payment, such
money when deposited to be held in trust for the benefit of the Persons entitled
to such Defaulted Interest as in this clause provided. Thereupon the Trustee
shall fix a record date (the "Special Record Date") for the payment of such
Defaulted Interest which shall be not more than 15 days and not less than 10
days prior to the Special Interest Payment Date and not less than 10 days after
the receipt by the Trustee of the notice of the proposed payment. The Trustee
shall promptly notify the Company of such Special Record Date, and in the name
and at the expense of the Company, shall cause notice of the proposed payment of
such Defaulted Interest and the Special Record Date and Special Interest Payment
Date therefor to be given in the manner provided for in Section 12.02, not less
than 10 days prior to such Special Record Date. Notice of the proposed payment
of such Defaulted Interest and the Special Record Date and Special Interest
Payment Date therefor having been so given, such Defaulted Interest shall be
paid on the Special Interest Payment Date to the Persons in whose names the
Securities (or their respective predecessor Securities) are registered at the
close of business on such Special Record Date and shall no longer be payable
pursuant to the following clause (b).

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

                                       27
<PAGE>

     Subject to the foregoing provisions of this Section 2.15, 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
(including any Additional Interest) accrued and unpaid, and to accrue, which
were carried by such other Security.

     Section 2.16. Computation of Interest. Interest (including any Additional
Interest) on the Securities shall be computed on the basis of a 360-day year of
twelve 30-day months.

     Section 2.17. CUSIP and ISIN Numbers. The Company in issuing the Securities
may use "CUSIP" and "ISIN" numbers (if then generally in use); provided,
however, that any such notice may state that no representation is made as to the
correctness of such numbers either as printed on the Securities and that
reliance may be placed only on the other identification numbers printed on the
Securities, and shall not be affected by any defect in or omission of such CUSIP
or ISIN numbers. The Company shall promptly notify the Trustee in writing of any
change in the CUSIP and ISIN numbers.

                                    ARTICLE 3
                                    COVENANTS

     Section 3.01. Payment of Securities. The Company shall promptly pay the
principal of and interest (including any Additional Interest) on the Securities
on the dates and in the manner provided in the Securities and in this Indenture.
Principal and interest (including any Additional Interest) shall be considered
paid on the date due if on such date the Trustee or the Paying Agent holds in
accordance with this Indenture immediately available funds sufficient to pay all
principal and interest (including any Additional Interest) then due and the
Trustee or the Paying Agent, as the case may be, is not prohibited from paying
such money to the Securityholders on that date pursuant to the terms of this
Indenture.

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

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

     Section 3.02. Financial Statements. In the event and for so long as the
Company is not subject to Section 13 or 15(d) of the Exchange Act, it shall file
with the Trustee and cause to be mailed to each Holder at such Holder's
registered address, upon the request of any Holder or beneficial owner of the
Securities or the Capital Stock issued upon conversion thereof, and make
available to such Holder or beneficial owner of such Securities or Capital Stock
in connection with any sale thereof and any prospective purchaser of Securities
or Capital Stock designated by such Holder or beneficial owner, the information
required pursuant to Rule 144A(d)(4) under the Securities Act and it will take
such further action as any Holder or beneficial owner of such Securities or
Capital Stock may reasonably request, all to the extent required from time to
time to enable such Holder or beneficial owner to sell its Securities or Capital
Stock without registration under the Securities Act within the limitation of the
exemption provided by Rule 144A, as such Rule may be amended from time to time.

                                       28
<PAGE>

     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 Officers' Certificates).

     Section 3.03. Maintenance of Office or Agency. The Company will maintain in
Chicago, Illinois, an office or agency where the Securities may be presented or
surrendered for payment, where, if applicable, the Securities may be surrendered
for registration of transfer or exchange and where notices and demands to or
upon the Company in respect of the Securities and this Indenture may be served.
The agency of the Trustee (the "Agent") currently located in Chicago, Illinois
shall 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 any
change in the location of any such office or agency. If at any time the Company
shall fail to maintain any such required office or agency or shall fail to
furnish the Trustee with the address thereof, such presentations, surrenders,
notices and demands may be made or served at the Agent of the Trustee, and the
Company hereby appoints the Trustee as its agent to receive all such
presentations, surrenders, notices and demands.

     The Company may also from time to time designate one or more other offices
or agencies (in or outside of Chicago, Illinois) where the Securities may be
presented or surrendered for any or all such purposes and may from time to time
rescind any such designation; provided, however, that no such designation or
rescission shall in any manner relieve the Company of its obligation to maintain
an office or agency in Chicago, Illinois for such purposes. The Company will
give prompt written notice to the Trustee of any such designation or rescission
and any change in the location of any such other office or agency.

                                       29
<PAGE>

     Section 3.04. Corporate Existence. Except as otherwise provided in Article
4 and Section 9.02(b), the Company will do or cause to be done all things
necessary to preserve and keep in full force and effect its corporate existence.

     Section 3.05. Intentionally Omitted.

     Section 3.06. Compliance Certificate. The Company shall deliver to the
Trustee within 120 days after the end of each fiscal year of the Company an
Officers' Certificate, one of the signers of which shall be the principal
executive officer, principal financial officer or principal accounting officer
of the Company, stating that in the course of the performance by the signers of
their duties as Officers of the Company they would normally have knowledge of
any Default or Event of Default and whether or not the signers know of any
Default or Event of Default that occurred during such period. If they do, the
certificate shall describe the Default or Event of Default, its status and the
action the Company is taking or proposes to take with respect thereto. The
Company also shall comply with TIA ss. 314(a)(4).

     Section 3.07. Further Instruments and Acts. Upon request of the Trustee,
the Company will execute and deliver such further instruments and do such
further acts as may be reasonably necessary or proper to carry out more
effectively the purpose of this Indenture.

     Section 3.08. Statement by Officers as to Default. The Company shall
deliver to the Trustee, as soon as possible and in any event within 30 days
after the Company becomes aware of the occurrence of any Event of Default or an
event which, with notice or the lapse of time or both, would constitute an Event
of Default, an Officers' Certificate setting forth the details of such Event of
Default or Default, its status and the action which the Company proposes to take
with respect thereto.

     Section 3.09. Additional Interest. If Additional Interest is payable by the
Company pursuant to the Registration Rights Agreement, the Company shall deliver
to the Trustee an Officers' Certificate to that effect stating (i) the amount of
such Additional Interest that is payable and (ii) the date on which such
Additional Interest is payable. Unless and until a Trust Officer of the Trustee
receives such a certificate, the Trustee may assume without inquiry that no
Additional Interest is payable. If the Company has paid Additional Interest
directly to the Persons entitled to it, the Company shall deliver to the Trustee
an Officers' Certificate setting forth the particulars of such payment.

                                       30
<PAGE>

                                   ARTICLE 4
                                SUCCESSOR COMPANY

     Section 4.01. Consolidation, Merger and Sale of Assets. The Company shall
not consolidate with or merge with or into, or convey, transfer or lease all or
substantially all its properties and assets to, another Person, unless:

     (a) the resulting, surviving or transferee Person, (the "Successor
Company") if not the Company shall be a Person organized and existing under the
laws of the United States of America, any State thereof or the District of
Columbia and the Successor Company (if not the Company) shall expressly assume,
by supplemental indenture, executed and delivered to the Trustee, in form
satisfactory to the Trustee, all the obligations of the Company under the
Securities, this Indenture and, to the extent that it is otherwise still
operative, the Registration Rights Agreement;

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

     (c) the Company shall have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that such consolidation,
merger or transfer and such supplemental indenture, if any, comply with this
Indenture.

     For purposes of this Section 4.01, the sale, lease, conveyance, assignment,
transfer, or other disposition of all or substantially all of the properties and
assets of one or more Subsidiaries of the Company, which properties and assets,
if held by the Company instead of such Subsidiaries, would constitute all or
substantially all of the properties and assets of the Company on a consolidated
basis, shall be deemed to be the transfer of all or substantially all of the
properties and assets of the Company.

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

                                   ARTICLE 5
                              DEFAULTS AND REMEDIES

     Section 5.01. Events of Default. Each of the following is an "Event of
Default":

                                       31
<PAGE>

     (a) default in any payment of interest or Additional Interest (as required
by the Registration Rights Agreement) on any Security when the same becomes due
and payable, and such default continues for a period of 30 days;

     (b) default in the payment of the principal of any Security when the same
becomes due and payable at its Stated Maturity, upon required repurchase, upon
declaration or otherwise;

     (c) failure by the Company to comply with its obligation to convert the
Securities into cash or a combination of cash and Capital Stock, as applicable,
upon exercise of a Holder's conversion right and such failure continues for a
period of five days;

     (d) failure by the Company to give a Fundamental Change notice to Holders
or notice to Holders required pursuant to Section 11.01(a)(iii), in each case
when due;

     (e) failure by the Company to comply with any of its obligations under
Article 4 or Section 9.02;

     (f) default in the performance of or a breach by the Company of any other
covenant or agreement in this Indenture or under the Securities (other than
those referred to in Section 5.01(a) through Section 5.01(e) above or Section
5.01(g) through Section 5.01(i) below) and such default continues for 90 days
after the notice specified below;

     (g) default by the Company or any Subsidiary in the payment of the
principal or interest on any mortgage, agreement or other instrument under which
there may be outstanding, or by which there may be secured or evidenced any
indebtedness for money borrowed in excess of $20 million in the aggregate of the
Company and/or any such Subsidiary, whether such indebtedness now exists or
shall thereafter be created, resulting in such indebtedness becoming or being
declared due and payable;

     (h) the Company or any Significant Subsidiary pursuant to or within the
meaning of any Bankruptcy Law:

               (i) commences a voluntary case or proceeding;

               (ii) consents to the entry of judgment, decree or order for
          relief against it in an involuntary case or proceeding;

               (iii) consents to the appointment of a Custodian of it or for any
          substantial part of its property;

                                       32
<PAGE>


               (iv) makes a general assignment for the benefit of its creditors;

               (v) consents to or acquiesces in the institution of a bankruptcy
          or an insolvency proceeding against it;

               (vi) takes any corporate action to authorize or effect any of the
          foregoing; or

               (vii) takes any comparable action under any foreign laws relating
          to insolvency;

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

               (i) is for relief against the Company or any Significant
          Subsidiary in an involuntary case;

               (ii) appoints a Custodian of the Company for all or substantially
          all of the Company's or any Significant Subsidiary's property; or

               (iii) orders the winding up or liquidation of the Company or
          Significant Subsidiary;

               and, in each case, the order or decree or relief remains unstayed
          and in effect for 90 days;

     (j) there has been entered in a court of competent jurisdiction a final
judgment for the payment of $20.0 million or more (excluding any amounts covered
by insurance) rendered against the Company or any Significant Subsidiary, which
judgment is not discharged or stayed within 60 days after (i) the date on which
the right to appeal thereof has expired if no such appeal has commenced, or (ii)
the date on which all rights to appeal have been extinguished; or

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

     The foregoing will constitute Events of Default whatever the reason for any
such Event of Default and whether it is voluntary or involuntary or is 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.

                                       33
<PAGE>

     Notwithstanding the foregoing, a Default under clause (f) of this Section
5.01 will not constitute an Event of Default until the Trustee or the Holders of
25% or more in principal amount of the outstanding Securities notify the Company
of the Default in writing and the Company does not cure such Default within the
time specified in clause (f) of this Section 5.01 after receipt of such notice.

     The Company shall deliver to the Trustee, within 30 days after the
occurrence thereof, written notice in the form of an Officers' Certificate of
any Default or Event of Default under clauses (d), (e), (g), (h), (i) or (j) of
this Section 5.01, which notice shall contain the status thereof and a
description of the action being taken or proposed to be taken by the Company in
respect thereof.

     Section 5.02. Acceleration. If an Event of Default (other than an Event of
Default specified in Section 5.01(h) or 5.01(i) above) occurs and is continuing,
the Trustee by notice to the Company, or the Holders of at least 25% in
outstanding principal amount of the outstanding Securities by notice to the
Company and the Trustee, may, and the Trustee at the request of such Holders
shall, declare the principal of and accrued and unpaid interest, if any, and
Additional Interest, if any, on all the Securities to be due and payable. Upon
such a declaration, such principal, premium, if any, and accrued and unpaid
interest and Additional Interest, if any, shall be due and payable immediately.
If an Event of Default specified in Section 5.01(h) or 5.01(i) above occurs and
is continuing, the principal of and accrued and unpaid interest, if any, and
Additional Interest, if any, on all the Securities outstanding shall be
immediately due and payable with no further action by the Trustee or the
Holders.

     Section 5.03. Other Remedies. If an Event of Default occurs and is
continuing, the Trustee may pursue any available remedy to collect the payment
of principal of or interest (including any Additional Interest) on the
Securities or to enforce the performance of any provision of the Securities or
this Indenture.

     The Trustee may maintain a proceeding even if it does not possess any of
the Securities or does not produce any of them in the proceeding. A delay or
omission by the Trustee or any Securityholder in exercising any right or remedy
accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default. No remedy is
exclusive of any other remedy. All available remedies are cumulative.

     Section 5.04. Waiver of Past Defaults. The Holders of a majority in
principal amount of the outstanding Securities by notice to the Trustee may (a)
waive, by their consent (including, without limitation, consents obtained in
connection with a purchase of, or tender offer or exchange offer for,
Securities), an existing Default or Event of Default and its consequences except
(i) a Default or Event of Default in the payment of the principal of or interest
(including any Additional Interest) on a Security or (ii) a Default or Event of
Default in respect of a provision that under Section 8.02 cannot be amended
without the consent of each Securityholder affected and (b) rescind any such
acceleration with respect to the Securities and its consequences if (i)
rescission would not conflict with any judgment or decree of a court of
competent jurisdiction and (ii) all existing Events of Default, other than the
nonpayment of the principal of and interest (including any Additional Interest)
on the Securities that have become due solely by such declaration of
acceleration, have been cured or waived. When a Default or Event of Default is
waived, it is deemed cured, but no such waiver shall extend to any subsequent or
other Default or Event of Default or impair any consequent right.

                                       34
<PAGE>

     Section 5.05. Control by Majority. The Holders of a majority in principal
amount of the outstanding Securities may direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee or of
exercising any trust or power conferred on the Trustee. However, the Trustee may
refuse to follow any direction that conflicts with law or this Indenture or,
subject to Sections 6.01 and 6.02, that the Trustee determines is unduly
prejudicial to the rights of other Securityholders or would involve the Trustee
in personal liability; provided, however, that the Trustee may take any other
action deemed proper by the Trustee that is not inconsistent with such
direction.

     Section 5.06. Limitation on Suits. Subject to Section 5.07, a
Securityholder may not pursue any remedy with respect to this Indenture or the
Securities unless:

     (a) such Holder has previously given to the Trustee notice stating that an
Event of Default is continuing;

     (b) Holders of at least 25% in principal amount of the outstanding
Securities have requested that the Trustee pursue the remedy;

     (c) such Holders have offered to the Trustee security or indemnity
reasonably satisfactory to it against any loss, liability or expense to be
incurred in compliance with such request;

     (d) the Trustee has not complied with such request within 60 days after
receipt of the request and the offer of security or indemnity; and

     (e) the Holders of a majority in principal amount of the outstanding
Securities have not given the Trustee a direction that, in the opinion of the
Trustee, is inconsistent with such request within such 60-day period.

                                       35
<PAGE>

     A Securityholder may not use this Indenture to prejudice the rights of
another Securityholder or to obtain a preference or priority over another
Securityholder.

     Section 5.07. Rights of Holders to Receive Payment. Notwithstanding any
other provision of this Indenture (including, without limitation, Section 5.06),
the right of any Holder to receive payment of principal of or interest
(including any Additional Interest) on the Securities held by such Holder, on or
after the respective due dates expressed in the Securities, or to bring suit for
the enforcement of any such payment on or after such respective dates, shall not
be impaired or affected without the consent of such Holder.

     Section 5.08. Collection Suit by Trustee. If an Event of Default specified
in clauses (a) or (b) of Section 5.01 occurs and is continuing, the Trustee may
recover judgment in its own name and as trustee of an express trust against the
Company for the whole amount then due and owing (together with interest on any
unpaid interest (including any Additional Interest) to the extent lawful) and
the amounts provided for in Section 6.07.

     Section 5.09. Trustee May File Proofs of Claim. The Trustee may file such
proofs of claim and other papers or documents as may be necessary or advisable
in order to have the claims of the Trustee (including any claim for the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel) and the Securityholders allowed in any judicial
proceedings relative to the Company, its Subsidiaries or its or their respective
creditors or properties and, unless prohibited by law or applicable regulations,
may be entitled and empowered to participate as a member of any official
committee of creditors appointed in such matter, and may vote on behalf of the
Holders in any election of a trustee in bankruptcy or other Person performing
similar functions, and any Custodian in any such judicial proceeding is hereby
authorized by each Holder to make payments to the Trustee and, in the event that
the Trustee shall consent to the making of such payments directly to the
Holders, to pay to the Trustee any amount due for the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and its counsel,
and any other amounts due to the Trustee under Section 6.07.

     Section 5.10. Priorities. If the Trustee collects any money or property
pursuant to this Article 5, it shall pay out the money or property in the
following order:

          FIRST: to the Trustee for amounts due under Section 6.07;

          SECOND: to Securityholders for amounts due and unpaid on the
Securities for principal and interest (including any Additional Interest),
ratably, without preference or priority of any kind, according to the amounts
due and payable on the Securities for principal and interest, respectively; and

                                       36
<PAGE>

          THIRD: to the Company.

     The Trustee may fix a Record Date and payment date for any payment to
Securityholders pursuant to this Section 5.10. At least 15 days before such
Record Date, the Company shall mail to each Securityholder and the Trustee a
notice that states the Record Date, the payment date and amount to be paid.

     Section 5.11. Restoration of Rights and Remedies. If the Trustee or any
Holder has instituted a proceeding to enforce any right or remedy under this
Indenture and the proceeding has been discontinued or abandoned for any reason,
or has been determined adversely to the Trustee or to the Holder, then, subject
to any determination in the proceeding, the Company, the Subsidiary Guarantors,
the Trustee, any Subsidiaries and the Holders will be restored severally and
respectively to their former positions hereunder and thereafter all rights and
remedies of the Company, any Subsidiary Guarantors, the Trustee, any
Subsidiaries and the Holders will continue as though no such proceeding had been
instituted.

     Section 5.12. Undertaking of Costs. In any suit for the enforcement of any
right or remedy under this Indenture or in any suit against the Trustee for any
action taken or omitted by it as Trustee, a court in its discretion may require
the filing by any party litigant in the suit of an undertaking to pay the costs
of the suit, and the court in its discretion may assess reasonable costs,
including reasonable attorneys' fees and expenses, against any party litigant in
the suit, having due regard to the merits and good faith of the claims or
defenses made by the party litigant. This Section 5.12 does not apply to a suit
by the Trustee, a suit by the Company, a suit by a Holder pursuant to Section
5.07 or a suit by Holders of more than 10% in outstanding principal amount of
the Securities.

                                    ARTICLE 6
                                     TRUSTEE

     Section 6.01. Duties of Trustee. If an Event of Default has occurred and is
continuing, the Trustee shall exercise the rights and powers vested in it by
this Indenture and use the same degree of care and skill in its exercise as a
prudent Person would exercise or use under the circumstances in the conduct of
such Person's own affairs; provided that if an Event of Default occurs and is
continuing, the Trustee will be under no obligation to exercise any of the
rights or powers under this Indenture at the request or direction of any of the
Holders unless such Holders have offered to the Trustee reasonable indemnity or
security against loss, liability or expense that might be incurred in compliance
with such request or direction.

                                       37
<PAGE>

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

               (i) the Trustee undertakes to perform such duties and only such
          duties as are specifically set forth in this Indenture and no implied
          covenants or obligations shall be read into this Indenture against the
          Trustee; and

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

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

               (i) this paragraph does not limit the effect of paragraph (b) of
          this Section 6.01;

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

               (iii) the Trustee shall not be liable with respect to any action
          it takes or omits to take in good faith in accordance with a direction
          received by it pursuant to Section 5.05.

     (d) Every provision of this Indenture that in any way relates to the
Trustee is subject to paragraphs (a), (b) and (c) of this Section 6.01.

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

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

                                       38
<PAGE>

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

     (h) Every provision of this Indenture relating to the conduct or affecting
the liability of or affording protection to the Trustee shall be subject to the
provisions of this Section 6.01 and to the provisions of the TIA.

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

     Section 6.02. Rights of Trustee. Subject to Section 6.01:

     (a) The Trustee may conclusively rely on any document (whether in its
original or facsimile form) reasonably believed by it to be genuine and to have
been signed or presented by the proper Person. The Trustee need not investigate
any fact or matter stated in the document. The Trustee shall receive and retain
financial reports and statements of the Company as provided herein, but shall
have no duty to review or analyze such reports or statements to determine
compliance under covenants or other obligations of the Company.

     (b) Before the Trustee acts or refrains from acting, it may require an
Officers' Certificate and/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 an
Officers' Certificate or Opinion of Counsel.

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

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

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

                                       39
<PAGE>

     (f) The Trustee shall not be responsible or liable for special, indirect,
or consequential loss or damage of any kind whatsoever (including, but not
limited to, loss of profit) resulting from actions taken in good faith and which
the Trustee believes to be authorized or within its rights or powers, unless the
Trustee's conduct constitutes willful misconduct or negligence.

     (g) The rights, privileges, protections, immunities and benefits given to
the Trustee, including, without limitation, its right to be indemnified, are
extended to, and shall be enforceable by, the Trustee in each of its capacities
hereunder, and each agent, Custodian and other Person employed to act hereunder.

     (h) The Trustee may request that the Company deliver a certificate setting
forth the names of individuals and/or titles of officers authorized at such time
to take specified actions pursuant to this Indenture.

     Section 6.03. Individual Rights of Trustee. The Trustee in its individual
or any other capacity may become the owner or pledgee of Securities and may
otherwise deal with the Company or its Affiliates with the same rights it would
have if it were not Trustee. Any Paying Agent, Registrar, co-registrar or
co-paying agent may do the same with like rights. However, the Trustee must
comply with Sections 6.10 and 6.11. In addition, the Trustee shall be permitted
to engage in transactions with the Company; provided, however, that if the
Trustee acquires any conflicting interest the Trustee must (i) eliminate such
conflict within 90 days of acquiring such conflicting interest, (ii) apply to
the SEC for permission to continue acting as Trustee or (iii) resign.

     Section 6.04. Trustee's Disclaimer. The Trustee shall not be responsible
for and makes no representation as to the validity or adequacy of this Indenture
or the Securities, shall not be accountable for the Company's use of the
proceeds from the Securities, shall not be responsible for the use or
application of any money received by any Paying Agent other than the Trustee and
shall not be responsible for any statement of the Company in this Indenture or
in any document issued in connection with the sale of the Securities or in the
Securities other than the Trustee's certificate of authentication.

     Section 6.05. Notice of Defaults. If a Default or Event of Default occurs
and is continuing and if a Trust Officer of the Trustee has actual knowledge
thereof, the Trustee shall mail by first class mail to each Securityholder at
the address set forth in the Securities Register notice of the Default or Event
of Default within 90 days after it occurs. Except in the case of a Default or
Event of Default in payment of principal of or interest (including any
Additional Interest) on any Security, the Trustee may withhold the notice if and
so long as its Board of Directors, a committee of its Board of Directors or a
committee of its Trust Officers in good faith determines that withholding the
notice is in the interests of Securityholders.

                                       40
<PAGE>

     Section 6.06. Reports by Trustee to Holders. As promptly as practicable
after each May 15 beginning with the May 15 following the date of this
Indenture, and in any event prior to July 1 in each year, the Trustee shall mail
to each Securityholder a brief report dated as of such May 15 that complies with
TIA ss. 313(a), if required by such TIA ss. 313(a). The Trustee also shall
comply with TIA ss. 313(b). The Trustee shall also transmit by mail all reports
required by TIA ss. 313(c).

     Section 6.07. Compensation and Indemnity. The Company shall pay to the
Trustee from time to time, pursuant to a side letter between the Company and the
Trustee, such compensation for its acceptance of this Indenture and services
hereunder as the Company and the Trustee shall from time to time agree. The
Trustee's compensation shall not be limited by any law on compensation of a
trustee of an express trust. In addition to the compensation the Company shall
reimburse the Trustee upon request for all reasonable out-of-pocket expenses
incurred or made by it. Such expenses shall include the reasonable compensation
and out-of-pocket expenses, disbursements and advances of the Trustee's agents,
counsel, accountants and experts. The Company shall indemnify the Trustee
against any and all loss, liability, damages, claims or expense (including
reasonable attorneys' fees and expenses) incurred by it without negligence or
bad faith on its part in connection with the administration of this trust and
the performance of its duties hereunder, including the costs and expenses of
enforcing this Indenture (including this Section 6.07) and of defending itself
against any claims (whether asserted by any Securityholder, the Company or
otherwise). The Trustee shall notify the Company promptly of any claim for which
it may seek indemnity. Failure by the Trustee to so notify the Company shall not
relieve the Company of its obligations hereunder. The Company shall defend the
claim and the Trustee shall provide reasonable cooperation at the Company's
expense in the defense. The Trustee may have separate counsel and the Company
shall pay the fees and expenses of such counsel, provided that the Company shall
not be required to pay such fees and expenses if it assumes the Trustee's
defense, and, in the reasonable judgment of outside counsel to the Trustee,
there is no conflict of interest between the Company and the Trustee in
connection with such defense. The Company need not reimburse any expense or
indemnify against any loss, liability or expense incurred by the Trustee through
the Trustee's own willful misconduct, negligence or bad faith.

     To secure the Company's payment obligations in this Section 6.07, 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 (including any Additional Interest) on particular
Securities. Such lien shall survive the satisfaction and discharge of this
Indenture. The Trustee's right to receive payment of any amounts due under this
Section 6.07 shall not be subordinate to any other unsecured liability or debt
of the Company.

                                       41
<PAGE>

     The Company's payment obligations pursuant to this Section 6.07 shall
survive the discharge of this Indenture. When the Trustee incurs expenses after
the occurrence of a Default specified in clauses (h) and Section 5.01 with
respect to the Company, the expenses are intended to constitute expenses of
administration under any Bankruptcy Law.

     Section 6.08. Replacement of Trustee. The Trustee may resign at any time by
so notifying the Company. The Holders of a majority in principal amount of the
Securities may remove the Trustee by so notifying the Trustee and may appoint a
successor Trustee. The Company shall remove the Trustee if:

     (a) the Trustee fails to comply with Section 6.10;

     (b) the Trustee is adjudged bankrupt or insolvent;

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

     (d) the Trustee otherwise becomes incapable of acting.

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

     A successor Trustee shall deliver a written acceptance of its appointment
to the retiring Trustee and to the Company. Thereupon the resignation or removal
of the retiring Trustee shall become effective, and the successor Trustee shall
have all the rights, powers and duties of the Trustee under this Indenture. The
successor Trustee shall mail a notice of its succession to Securityholders. The
retiring Trustee shall promptly transfer all property held by it as Trustee to
the successor Trustee, subject to the lien provided for in Section 6.07.

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

                                       42
<PAGE>

     If the Trustee fails to comply with Section 6.10, unless the Trustee's duty
to resign is stayed as provided in TIA ss. 310(b), any Securityholder may
petition any court of competent jurisdiction for the removal of the Trustee and
the appointment of a successor Trustee.

     Notwithstanding the replacement of the Trustee pursuant to this Section
6.08, the Company's obligations under Section 6.07 shall continue for the
benefit of the retiring Trustee.

     Section 6.09. Successor Trustee by Merger. If the Trustee consolidates
with, merges or converts into, or transfers all or substantially all its
corporate trust business or assets to, another corporation or banking
association, the resulting, surviving or transferee corporation without any
further act shall be the successor Trustee.

     In case at the time such successor or successors by merger, conversion or
consolidation to the Trustee shall succeed to the trusts created by this
Indenture, any of the 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 to the Trustee; provided that the right to adopt the certificate of
authentication of any predecessor Trustee or authenticate Securities in the name
of any predecessor Trustee shall only apply to its successor or successors by
merger, consolidation or conversion.

     Section 6.10. Eligibility; Disqualification. The Trustee shall at all times
satisfy the requirements of TIA ss. 310(a). The Trustee shall have a combined
capital and surplus of at least $100 million as set forth in its most recent
published annual report of condition. The Trustee shall comply with TIA ss.
310(b); provided, however, that there shall be excluded from the operation of
TIA ss. 310(b)(1) 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 TIA ss.
310(b)(1) are met.

     Section 6.11. Preferential Collection of Claims Against Company. The
Trustee shall comply with TIA ss. 311(a), excluding any creditor relationship
listed in TIA ss. 311(b). A Trustee who has resigned or been removed shall be
subject to TIA ss. 311(a) to the extent indicated.

     Section 6.12. Trustee's Application for Instruction from the Company. Any
application by the Trustee for written instructions from the Company may, at the
option of the Trustee, set forth in writing any action proposed to be taken or
omitted by the Trustee under this Indenture and the date on and/or after which
such action shall be taken or such omission shall be effective. The Trustee
shall not be liable for any action taken by, or omission of, the Trustee in
accordance with a proposal included in such application on or after the date
specified in such application (which date shall not be less than three Business
Days after the date any Officer of the Company actually receives such
application, unless any such Officer shall have consented in writing to any
earlier date) unless prior to taking any such action (or the effective date in
the case of an omission), the Trustee shall have received written instructions
in response to such application specifying the action to be taken or omitted.

                                       43
<PAGE>

                                   ARTICLE 7
                             DISCHARGE OF INDENTURE

     Section 7.01. Discharge of Liability on Securities. When (1) the Company
shall deliver to the Registrar for cancellation all Securities theretofore
authenticated (other than any Securities which have been destroyed, lost or
stolen and in lieu of or in substitution for which other Securities shall have
been authenticated and delivered) and not theretofore canceled, or (2) all the
Securities not theretofore canceled or delivered to the Registrar for
cancellation shall have (a) been deposited for conversion (after all related
Observation Periods have elapsed) and the Company shall deliver to the Holders
cash and shares of Capital Stock, as applicable, sufficient to pay all amounts
owing in respect of all Securities (other than any Securities which shall have
been mutilated, destroyed, lost or stolen and in lieu of or in substitution for
which other Securities shall have been authenticated and delivered) not
theretofore canceled or delivered to the Registrar for cancellation or (b)
become due and payable on the Stated Maturity, or Fundamental Change Purchase
Date, as applicable, and the Company shall deposit with the Trustee cash or
shares of Capital Stock, as applicable, sufficient to pay all amounts owing in
respect of all Securities (other than any Securities which shall have been
mutilated, destroyed, lost or stolen and in lieu of or in substitution for which
other Securities shall have been authenticated and delivered) not theretofore
canceled or delivered to the Registrar for cancellation, including the principal
amount and interest (including any Additional Interest) accrued and unpaid to
such Stated Maturity or Fundamental Change Purchase Date, as the case may be,
and if in either case (1) or (2) the Company shall also pay or cause to be paid
all other sums payable hereunder by the Company, then this Indenture with
respect to the Securities shall cease to be of further effect (except as to (i)
remaining rights of registration of transfer, substitution and exchange and
conversion of Securities; (ii) rights hereunder of Holders to receive payments
of the amounts then due, including interest (including any Additional Interest)
with respect to the Securities and the other rights, duties and obligations of
Holders, as beneficiaries hereof with respect to the amounts, if any, so
deposited with the Trustee; and (iii) the rights, obligations and immunities of
the Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar
under this Indenture with respect to the Securities), and the Trustee, on demand
of the Company accompanied by an Officers' Certificate and an Opinion of Counsel
as required by Section 7.03 and at the cost and expense of the Company, shall
execute proper instruments acknowledging satisfaction of and discharging this
Indenture with respect to the Securities; the Company, however, hereby agrees to
reimburse the Trustee, Authenticating Agent, Paying Agent, Conversion Agent and
Registrar for any costs or expenses thereafter reasonably and properly incurred
by the Trustee, Authenticating Agent, Paying Agent, Conversion Agent and
Registrar and to compensate the Trustee, Authenticating Agent, Paying Agent,
Conversion Agent and Registrar for any services thereafter reasonably and
properly rendered by the Trustee, Authenticating Agent, Paying Agent, Conversion
Agent and Registrar in connection with this Indenture with respect to the
Securities.

                                       44
<PAGE>

     Section 7.02. Reinstatement. If the Trustee or the Paying Agent is unable
to apply any money to the Holders entitled thereto by reason of any order or
judgment of any court of governmental authority enjoining, restraining or
otherwise prohibiting such application, the Company's obligations under this
Indenture with respect to the Securities and the Securities shall be revived and
reinstated as though no deposit had occurred pursuant to Section 7.01 until such
time as the Trustee or the Paying Agent is permitted to apply all such money in
accordance with this Indenture and the Securities to the Holders entitled
thereto; provided, however, that if the Company makes any payment of principal
amount of or interest (including any Additional Interest) on any Securities
following the reinstatement of its obligations, the Company shall be subrogated
to the rights of the Holders of such Securities to receive such payment from the
money held by the Trustee or Paying Agent.

     Section 7.03. Officers' Certificate; Opinion of Counsel. Upon any
application or demand by the Company to the Trustee to take any action under
Section 7.01, the Company shall furnish to the Trustee an Officers' Certificate
stating that all conditions precedent, if any, provided for in this Indenture
relating to the proposed action have been complied with, and an Opinion of
Counsel stating that, in the opinion of such counsel, all such conditions
precedent have been complied with.

     Each certificate or Opinion of Counsel provided for in this Indenture and
delivered to the Trustee with respect to compliance with a condition or covenant
pursuant to the previous paragraph shall include: (1) a statement that the
Person making such certificate or opinion has read such covenant or condition;
(2) a brief statement as to the nature and scope of the examination or
investigation upon which the statement or opinion contained in such certificate
or opinion is based; (3) a statement that, in the opinion of such Person, such
Person has made such examination or investigation as is necessary to enable him
to express an informed opinion as to whether or not such covenant or condition
has been complied with; and (4) a statement as to whether or not, in the opinion
of such Person, such condition or covenant has been complied with.

                                       45
<PAGE>

                                   ARTICLE 8
                                   AMENDMENTS

     Section 8.01. Without Consent of Holders. The Company, the Subsidiary
Guarantors and the Trustee may amend this Indenture or the Securities without
notice to or consent of any Securityholder:

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

     (b) to comply with Article 4 and Section 9.02 in respect of the assumption
by a Successor Company of an obligation of the Company or a Subsidiary Guarantor
under this Indenture;

     (c) to provide for uncertificated Securities in addition to or in place of
certificated Securities; provided, however, that the uncertificated Securities
are issued in registered form for purposes of Section 163(f) of the Code or in a
manner such that the uncertificated Securities are described in Section
163(f)(2)(B) of the Code;

     (d) to add guarantees with respect to the Securities;

     (e) to secure the Securities;

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

     (g) to comply with any requirement of the SEC in connection with the
qualification of this Indenture under the TIA;

     (h) to make any change that does not materially adversely affect the rights
of any Securityholder; or

     (i) to conform the provisions of this Indenture to the "Description of
Notes" section of the Offering Memorandum.

     After an amendment under this Section 8.01 becomes effective, the Company
shall mail to Securityholders a notice briefly describing such amendment. The
failure to give such notice to all Securityholders, or any defect therein, shall
not impair or affect the validity of an amendment under this Section 8.01.

                                       46
<PAGE>

     Section 8.02. With Consent of Holders. The Company, the Subsidiary
Guarantors and the Trustee may amend this Indenture or the Securities without
notice to any Securityholder but with the written or electronic consent of the
Holders of at least a majority in principal amount of the Securities then
outstanding (including, without limitation, consents obtained in connection with
a purchase of, or tender offer or exchange offer for, Securities) and compliance
with the provisions of this Indenture may be waived with the written consent of
the Holders of at least a majority in principal amount of the Securities then
outstanding (including, without limitation, consents obtained in connection with
a purchase of, or tender offer or exchange offer for, Securities). However,
without the consent of each Securityholder affected, an amendment or waiver may
not:

     (a) reduce the amount of Securities whose Holders must consent to an
amendment;

     (b) reduce the rate of or extend the stated time for payment of interest,
including Additional Interest, on any Security;

     (c) reduce the principal of or extend the Stated Maturity of any Security;

     (d) make any change that adversely affects the conversion rights of any
Securities;

     (e) reduce the Fundamental Change Purchase Price of any Security or amend
or modify in any manner adverse to the holders of the Securities the Company's
obligation to make such payments, whether through an amendment or waiver of
provisions in the covenants, definitions or otherwise;

     (f) make any Security payable in money other than that stated in the
Security (it being understood that all references to cash in this Indenture and
the Securities are to U.S. legal tender) or, other than in accordance with the
provisions of this Indenture in effect on the Issue Date, eliminate any existing
Subsidiary Guarantee of the Securities;

     (g) impair the right of any Holder to receive payment of principal of and
interest (including any Additional Interest) on such Holder's Securities on or
after the due dates therefor or to institute suit for the enforcement of any
payment on or with respect to such Holder's Securities; or

     (h) make any change to this Section 8.02 or Section 5.09.

                                       47
<PAGE>

     It shall not be necessary for the consent of the Holders under this Section
8.02 to approve the particular form of any proposed amendment or waiver, but it
shall be sufficient if such consent approves the substance thereof. A consent to
any amendment or waiver under this Indenture by any Holder of the Securities
given in connection with a tender or exchange of such Holder's Securities will
not be rendered invalid by such tender or exchange.

     After an amendment under this Section 8.02 becomes effective, the Company
shall mail to Securityholders a notice briefly describing such amendment. The
failure to give such notice to all Securityholders, or any defect therein, shall
not impair or affect the validity of an amendment under this Section 8.02.

     Section 8.03. Compliance with Trust Indenture Act. Every amendment to this
Indenture or the Securities shall comply with the TIA as then in effect.

     Section 8.04. Revocation and Effect of Consents and Waivers. A consent to
an amendment or a waiver by a Holder of a Security shall bind the Holder and
every subsequent Holder of that Security or portion of the Security that
evidences the same debt as the consenting Holder's Security, even if notation of
the consent or waiver is not made on the Security. However, any such Holder or
subsequent Holder may revoke the consent or waiver as to such Holder's Security
or portion of the Security if the Trustee receives the notice of revocation
before the date the amendment or waiver becomes effective or otherwise in
accordance with any related solicitation documents. After an amendment or waiver
becomes effective, it shall bind every Securityholder. An amendment or waiver
shall become effective upon receipt by the Trustee of the requisite number of
written consents under Section 8.01 or 8.02, as applicable.

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

     Section 8.05. Notation on or Exchange of Securities. If an amendment
changes the terms of a Security, the Trustee may require the Holder of the
Security to deliver it to the Trustee. The Trustee may place an appropriate
notation on the Security regarding the changed terms and return it to the
Holder. Alternatively, if the Company or the Trustee so determines, the Company
in exchange for the Security shall issue and the Trustee shall authenticate a
new Security that reflects the changed terms. Failure to make the appropriate
notation or to issue a new Security shall not affect the validity of such
amendment.

                                       48
<PAGE>

     Section 8.06. Trustee to Sign Amendments. The Trustee shall sign any
amendment authorized pursuant to this Article 8 if the amendment does not
adversely affect the rights, duties, liabilities or immunities of the Trustee.
If it does, the Trustee may but need not sign it. In signing such amendment the
Trustee shall be entitled to receive indemnity reasonably satisfactory to it and
to receive, and (subject to Sections 6.01 and 6.02) shall be fully protected in
relying upon, an Officers' Certificate and an Opinion of Counsel stating that
such amendment is authorized or permitted by this Indenture and that such
amendment is the legal, valid and binding obligation of the Company and any
Subsidiary Guarantors, enforceable against them in accordance with its terms,
subject to customary exceptions, and complies with the provisions hereof
(including Section 8.03).

                                   ARTICLE 9
                              SUBSIDIARY GUARANTEE

     Section 9.01. Subsidiary Guarantee. Each Subsidiary Guarantor hereby fully
and unconditionally guarantees, on an unsubordinated basis, as primary obligor
and not merely as surety, jointly and severally with each other Subsidiary
Guarantor, to each Holder of the Securities and the Trustee the full and
punctual payment when due, whether at maturity, by acceleration or otherwise, of
the principal of and interest, including any Additional Interest, on the
Securities and all other obligations and liabilities of the Company under this
Indenture (including without limitation interest (including any Additional
Interest) accruing after the filing of any petition in bankruptcy, or the
commencement of any insolvency, reorganization or like proceeding, relating to
the Company or any Subsidiary Guarantor whether or not a claim for post-filing
or post-petition interest is allowed in such proceeding) (all the foregoing
being hereinafter collectively called the "Obligations"). Each Subsidiary
Guarantor further agrees (to the extent permitted by law) that the Obligations
may be extended or renewed, in whole or in part, without notice or further
assent from it, and that it will remain bound under this Article 9
notwithstanding any extension or renewal of any Obligation.

     Each Subsidiary Guarantor waives presentation to, demand of payment from
and protest to the Company of any of the Obligations and also waives notice of
protest for nonpayment. Each Subsidiary Guarantor waives notice of any Default
under the Securities or the Obligations. The obligations of each Subsidiary
Guarantor hereunder shall not be affected by (a) the failure of any Holder to
assert any claim or demand or to enforce any right or remedy against the Company
or any other Person under this Indenture, the Securities or any other agreement
or otherwise; (b) any extension or renewal of any thereof; (c) any rescission,
waiver, amendment or modification of any of the terms or provisions of this
Indenture, the Securities or any other agreement; (d) the release of any
security held by any Holder or the Trustee for the Obligations or any of them;
(e) the failure of any Holder to exercise any right or remedy against any other
Subsidiary Guarantor; or (f) any change in the ownership of the Company.

                                       49
<PAGE>

     Each Subsidiary Guarantor further agrees that its Subsidiary Guarantee
herein constitutes a Guarantee of payment when due (and not a Guarantee of
collection) and waives any right to require that any resort be had by any Holder
to any security held for payment of the Obligations.

     The obligations of each Subsidiary Guarantor hereunder shall not be subject
to any reduction, limitation, impairment or termination for any reason (other
than payment of the Obligations in full), including any claim of waiver,
release, surrender, alteration or compromise, and shall not be subject to any
defense of setoff, counterclaim, recoupment or termination whatsoever or by
reason of the invalidity, illegality or unenforceability of the Obligations or
otherwise. Without limiting the generality of the foregoing, the obligations of
each Subsidiary Guarantor herein shall not be (to the extent permitted by law)
discharged or impaired or otherwise affected by the failure of any Holder to
assert any claim or demand or to enforce any remedy under this Indenture, the
Securities or any other agreement, by any waiver or modification of any thereof,
by any Default, failure or delay, willful or otherwise, in the performance of
the Obligations, or by any other act or thing or omission or delay to do any
other act or thing which may or might in any manner or to any extent vary the
risk of any Subsidiary Guarantor or would otherwise operate as a discharge of
such Subsidiary Guarantor as a matter of law or equity.

     The Holders of the Securities are deemed to have consented to the release
of the guarantee of the Securities provided by a Subsidiary Guarantor, without
any action required on the part of the Trustee or any Holder of the Securities,
upon such Subsidiary Guarantor ceasing to guarantee the Senior Credit Facility
and any other Credit Facility Debt and Capital Markets Debt of the Company.
Accordingly, if the lenders under the Senior Credit Facility agree to release a
Subsidiary Guarantor from its guarantee of the Senior Credit Facility, the
obligations of such Subsidiary to guarantee the Securities will immediately
terminate, and if the Senior Credit Facility is repaid in full, the obligations
of the Company's Subsidiaries to guarantee the Securities will immediately
terminate, unless the Company's Subsidiaries guarantee any other Credit Facility
Debt or Capital Markets Debt of the Company. If any of the Company's
Subsidiaries guarantee any Credit Facility Debt or Capital Markets Debt of the
Company, then such Subsidiaries shall promptly guarantee the Securities by
entering into a supplemental indenture in the form attached hereto as Exhibit B.

                                       50
<PAGE>

     Each Subsidiary Guarantor agrees that its Subsidiary Guarantee herein shall
remain in full force and effect until payment in full of all the Obligations or
until such Subsidiary Guarantor is released from its Subsidiary Guarantee upon
the merger or the sale of all the Capital Stock or assets of the Subsidiary
Guarantor in compliance with Section 9.02. Each Subsidiary Guarantor further
agrees that its Subsidiary Guarantee herein shall continue to be effective or be
reinstated, as the case may be, if at any time payment, or any part thereof, of
principal of or interest (including any Additional Interest), on any of the
Obligations is rescinded or must otherwise be restored by any Holder upon the
bankruptcy or reorganization of the Company or otherwise.

     In furtherance of the foregoing and not in limitation of any other right
which any Holder has at law or in equity against any Subsidiary Guarantor by
virtue hereof, upon the failure of the Company to pay any of the Obligations
when and as the same shall become due, whether at maturity, by acceleration or
otherwise, each Subsidiary Guarantor hereby promises to and will, upon receipt
of written demand by the Trustee, forthwith pay, or cause to be paid, in cash,
to the Holders an amount equal to the sum of (i) the unpaid amount of such
Obligations then due and owing and (ii) accrued and unpaid interest (including
any Additional Interest) on such Obligations then due and owing (but only to the
extent not prohibited by law).

     Each Subsidiary Guarantor further agrees that, as between such Subsidiary
Guarantor, on the one hand, and the Holders, on the other hand, (x) the maturity
of the Obligations guaranteed hereby may be accelerated as provided in this
Indenture for the purposes of its Subsidiary Guarantee herein, notwithstanding
any stay, injunction or other prohibition preventing such acceleration in
respect of the Obligations guaranteed hereby and (y) in the event of any such
declaration of acceleration of such Obligations, such Obligations (whether or
not due and payable) shall forthwith become due and payable by the Subsidiary
Guarantor for the purposes of this Subsidiary Guarantee.

     Each Subsidiary Guarantor also agrees to pay any and all reasonable costs
and expenses (including reasonable attorneys' fees and expenses) incurred by the
Trustee in enforcing any rights under this Section 9.01.

     Section 9.02. Limitation on Liability; Termination, Release and Discharge
Upon Merger or Consolidation; Termination on Conversion. (a) The obligations of
each Subsidiary Guarantor hereunder will be limited to the maximum amount as
will, after giving effect to all other contingent and fixed liabilities of such
Subsidiary Guarantor (including, without limitation, any guarantees under the
Senior Credit Facility) and after giving effect to any collections from or
payments made by or on behalf of any other Subsidiary Guarantor in respect of
the obligations of such other Subsidiary Guarantor under its Subsidiary
Guarantee or pursuant to its contribution obligations under this Indenture,
result in the obligations of such Subsidiary Guarantor under its Subsidiary
Guarantee not constituting a fraudulent conveyance or fraudulent transfer under
federal or state law and not otherwise being void or voidable under any similar
laws affecting the rights of creditors generally.

                                       51
<PAGE>

     (b) Each Subsidiary Guarantor may consolidate with or merge into or sell
its assets to the Company or another Subsidiary Guarantor without limitation.
Subject to Article 4, each Subsidiary Guarantor may (i) sell or otherwise
dispose (including by way of merger or consolidation), in one or more series of
related transactions, of a majority of the total voting power of the Capital
Stock or other interests of such Subsidiary Guarantor, or (ii) sell or otherwise
dispose all or substantially all of such Subsidiary Guarantor's assets; provided
that if the surviving Person of any such merger or consolidation is the Company
or an Affiliate of the Company, or any such sale is to the Company or an
Affiliate of the Company, such merger, consolidation or sale shall not be
permitted unless:

               (A) the Person formed by or surviving any such consolidation or
          merger or to whom such sale is made is a corporation, partnership,
          trust or limited liability company organized existing under the laws
          of the United States of America, any State thereof or the District of
          Columbia and assumes all the obligations of such Subsidiary under the
          Subsidiary Guarantee pursuant to a supplemental indenture in form and
          substance reasonably satisfactory to the Trustee in respect of the
          Securities, this Indenture and the Subsidiary Guarantee,

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

               (C) the Company delivers to the Trustee an Officers' Certificate
          and an Opinion of Counsel addressed to the Trustee with respect to the
          foregoing matters.

Upon the sale or disposition of a Subsidiary Guarantor (by merger,
consolidation, the sale of its Capital Stock or the sale of all or substantially
all of its assets (other than by lease)), which sale or disposition is otherwise
in compliance with this Indenture, such Subsidiary Guarantor will be released
from all its obligations under this Indenture and its Subsidiary Guarantee will
terminate. Each Subsidiary Guarantee with respect to a Security will
automatically terminate immediately prior to such Security's conversion.

                                       52
<PAGE>

     (c) Each Subsidiary Guarantor will be deemed released from all its
obligations under this Indenture, its Subsidiary Guarantee and the Registration
Rights Agreement and such Subsidiary Guarantee will terminate upon the discharge
of the Securities pursuant to the provisions of Article 7 hereof. At the request
of the Company, the Trustee shall execute and deliver any documents,
instructions or instruments evidencing the consent of the Holders to any release
in accordance with this Article 9.

     Section 9.03. Right of Contribution. Each Subsidiary Guarantor hereby
agrees that to the extent that any Subsidiary Guarantor shall have paid more
than its proportionate share of any payment made on the obligations under the
Subsidiary Guarantees, such Subsidiary Guarantor shall be entitled to seek and
receive contribution from and against the Company or any other Subsidiary
Guarantor who has not paid its proportionate share of such payment. The
provisions of this Section 9.03 shall in no respect limit the obligations and
liabilities of each Subsidiary Guarantor to the Trustee and the Holders and each
Subsidiary Guarantor shall remain liable to the Trustee and the Holders for the
full amount guaranteed by such Subsidiary Guarantor hereunder.

     Section 9.04. No Subrogation. Notwithstanding any payment or payments made
by each Subsidiary Guarantor hereunder, no Subsidiary Guarantor shall be
entitled to be subrogated to any of the rights of the Trustee or any Holder
against the Company or any other Subsidiary Guarantor or any collateral security
or guarantee or right of offset held by the Trustee or any Holder for the
payment of the Obligations, nor shall any Subsidiary Guarantor seek or be
entitled to seek any contribution or reimbursement from the Company or any other
Subsidiary Guarantor in respect of payments made by such Subsidiary Guarantor
hereunder, until all amounts owing to the Trustee and the Holders by the Company
on account of the Obligations are paid in full. If any amount shall be paid to
any Subsidiary Guarantor on account of such subrogation rights at any time when
all of the Obligations shall not have been paid in full, such amount shall be
held by such Subsidiary Guarantor in trust for the Trustee and the Holders,
segregated from other funds of such Subsidiary Guarantor, and shall, forthwith
upon receipt by such Subsidiary Guarantor, be turned over to the Trustee in the
exact form received by such Subsidiary Guarantor (duly indorsed by such
Subsidiary Guarantor to the Trustee, if required), to be applied against the
Obligations.

                                       53
<PAGE>

                                   ARTICLE 10
                 PURCHASE AT OPTION OF HOLDER UPON A FUNDAMENTAL
                                     CHANGE

     Section 10.01. Purchase at the Option of the Holder Upon a Fundamental
Change. If a Fundamental Change occurs at any time, each Holder shall have the
right, at such Holder's option, to require the Company to purchase any or all of
the Holder's Securities, or any portion of the principal amount thereof, that is
equal to $1,000 or a multiple of $1,000 at a purchase price equal to 100% of the
principal amount of the Securities to be purchased plus accrued and unpaid
interest, including Additional Interest, to but excluding the Fundament Change
Purchase Date (the "Fundamental Change Purchase Price"); provided that, if the
Fundamental Change Purchase Date occurs after a Record Date and on or prior to
the corresponding interest payment date, the Company shall pay accrued and
unpaid interest plus Additional Interest, if any, to but excluding the
Fundamental Change Purchase Date to the record Holder on the Record Date
corresponding to such interest payment date and the Fundamental Change
repurchase price payable to the Holder who presents the Security for repurchase
will be 100% of the principal amount of such Security. The Fundamental Change
Purchase Date shall be a date specified by the Company no later than the 35th
calendar day following the date of the Fundamental Change notice (subject to
extension to comply with applicable law, as provided in Section 10.02(d)) (the
"Fundamental Change Purchase Date"). Any Securities purchased by the Company
shall be paid for in cash.

     (a) Notice of Fundamental Change. The Company, or at its request (which
must be received by the Paying Agent at least three Business Days (or such
lesser period as agreed to by the Paying Agent) prior to the date the Paying
Agent is requested to give such notice as described below) the Paying Agent, in
the name of and at the expense of the Company, shall mail to all Holders and the
Trustee a Company Notice of the occurrence of a Fundamental Change and of the
purchase right arising as a result thereof, including the information required
by Section 10.02(a) hereof, on or before the 20th calendar day after the
occurrence of such Fundamental Change. The Company shall promptly furnish to the
Paying Agent a copy of such Company Notice.

     (b) Exercise of Option. For a Security to be so purchased at the option of
the Holder, the Holder must deliver, on or before the Business Day immediately
preceding the Fundamental Change Purchase Date, subject to extension to comply
with applicable law, the Securities to be purchased, duly endorsed for transfer,
together with a written purchase notice (a "Fundamental Change Purchase Notice")
in the form entitled "Form of Fundamental Change Purchase Notice" on the reverse
side of the Securities duly completed, to the Paying Agent. The Fundamental
Change Purchase Notice shall state:

                                       54
<PAGE>

               (i) if certificated, the certificate numbers of the Holder's
          Securities to be delivered for purchase;

               (ii) the portion of the principal amount of the Securities to be
          purchased, which portion must be $1,000 or a multiple thereof; and

               (iii) that such Securities shall be purchased as of the
          Fundamental Change Purchase Date pursuant to the terms and conditions
          specified in paragraph 3 of the Securities and in this Indenture.

     (c) Procedures. The Company shall purchase from a Holder, pursuant to this
Section 10.01, Securities if the principal amount of such Securities is $1,000
or a multiple of $1,000 if so requested by such Holder.

     Any purchase by the Company contemplated pursuant to the provisions of this
Section 10.01 shall be consummated by the delivery of the Fundamental Change
Purchase Price to be received by the Holder promptly following the later of the
Fundamental Change Purchase Date or the time of book-entry transfer or delivery
of the Securities.

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

     Section 10.02. Further Conditions and Procedures for Purchase at the Option
of the Holder Upon a Fundamental Change.

     (a) Notice of Fundamental Change. The Company shall send notices (each, a
"Company Notice") to the Holders (and to Beneficial Owners as required by
applicable law) at their addresses shown in the Securities Register maintained
by the Registrar, and delivered to the Trustee and Paying Agent, on or before
the 20th calendar day after the occurrence of the Fundamental Change (each such
date of delivery, a "Company Notice Date"). Each Company Notice shall include a
form of Fundamental Change Purchase Notice to be completed by a Holder and shall
state:

               (i) the events causing the Fundamental Change;

                                       55
<PAGE>

               (ii) the date of the Fundamental Change;

               (iii) the last date on which a Holder may exercise its repurchase
          rights under Section 10.01;

               (iv) the Fundamental Change Purchase Price;

               (v) the Fundamental Change Purchase Date;

               (vi) the name and address of the Paying Agent and the Conversion
          Agent, if applicable;

               (vii) the applicable Conversion Rate and, if applicable, any
          adjustments to the applicable Conversion Rate;

               (viii) that the Securities with respect to which a Fundamental
          Change Purchase Notice has been delivered by a Holder may be converted
          only if the Holder withdraws the Fundamental Change Purchase Notice in
          accordance with the terms of the Indenture; and

               (ix) the procedures the Holder must follow under Section 10.01
          and Section 10.02.

     Simultaneously with providing such Company Notice, the Company will publish
a notice containing the information in such Company Notice in a newspaper of
general circulation in The City of New York or publish such information on its
then existing website or through such other public medium as it may use at the
time.

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

     (b) Effect of Fundamental Change Purchase Notice; Withdrawal; Effect of
Event of Default. Upon receipt by the Company of the Fundamental Change Purchase
Notice specified in Section 10.01(b), the Holder of the Securities in respect of
which such Fundamental Change Purchase Notice was given shall (unless such
Fundamental Change Purchase Notice is withdrawn as specified in this Section
10.02(b)) thereafter be entitled to receive solely the Fundamental Change
Purchase Price with respect to such Securities. Such Fundamental Change Purchase
Price shall be paid by the Paying Agent to such Holder promptly following the
later of (x) the Fundamental Change Purchase Date with respect to such
Securities (provided the conditions in this Article 10 have been satisfied) and
(y) the time of delivery or book-entry transfer of such Securities to the Paying
Agent by the Holder thereof in the manner required by Section 10.01. Securities
in respect of which a Fundamental Change Purchase Notice has been given by the
Holder thereof may not be converted on or after the date of the delivery of such
Fundamental Change Purchase Notice unless such Fundamental Change Purchase
Notice has first been validly withdrawn as specified in this Section 10.02(b).
Notwithstanding anything herein to the contrary, any Holder delivering to the
Paying Agent the Fundamental Change Purchase Notice contemplated by Section
10.02(a), shall have the right (unless such Fundamental Change Purchase Notice
is withdrawn as specified below) at any time prior to the close of business on
the second Business Day prior to the Fundamental Change Purchase Date to
withdraw such Fundamental Change Purchase Notice (in whole or in part) by
delivery of a written notice of withdrawal to the Paying Agent in accordance
with this Section 10.02(b).

                                       56
<PAGE>

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

     On or before 11:00 a.m. (New York City time) on the Fundamental Change
Purchase Date, the Company shall deposit with the Paying Agent (or if the
Company or an Affiliate of the Company is acting as the Paying Agent, shall
segregate and hold in trust) cash sufficient to pay the aggregate Fundamental
Change Purchase Price of the Securities to be purchased pursuant to Section
10.01. If the Paying Agent holds, in accordance with the terms of this
Indenture, cash sufficient to pay the Fundamental Change Purchase Price of such
Securities on the Fundamental Change Purchase Date, then, on and after such
date, (i) the Securities shall cease to be outstanding and interest, including
any Additional Interest, if any, shall cease to accrue (whether or not
book-entry transfer of such Securities is made or whether or not the Security is
delivered to the Paying Agent); and (ii) all other rights of the Holder will
terminate (other than the right to receive the Fundamental Change Purchase Price
and previously accrued and unpaid interest (including any Additional Interest)
upon delivery or transfer of the Securities). Nothing herein shall preclude any
withholding tax required by law.

     A Fundamental Change Purchase Notice may be withdrawn by means of a written
notice of withdrawal delivered to the office of the Paying Agent prior to the
close of business on the second Business Day prior to the Fundamental Change
Purchase Date. The notice of withdrawal shall state:

               (i) the principal amount of the withdrawn Securities;

                                       57
<PAGE>

               (ii) if Definitive Securities have been issued, the certificate
          numbers of the withdrawn Securities, or if not certificated, the
          written notice of withdrawal must comply with appropriate DTC
          procedures; and

               (iii) the principal amount, if any, of such Securities which
          remains subject to the original Fundamental Change Purchase Notice.

     There shall be no purchase of any Securities pursuant to Section 10.01, if
an Event of Default has occurred and is continuing (other than a Default that is
cured by the payment of the Fundamental Change Purchase Price). The Paying Agent
shall promptly return to the respective Holders thereof any Securities (x) with
respect to which a Fundamental Change Purchase Notice, has been withdrawn in
compliance with this Indenture, or (y) held by it during the continuance of an
Event of Default (other than a Default that is cured by the payment of the
Fundamental Change Purchase Price) in which case, upon such return, the
Fundamental Change Purchase Notice with respect thereto shall be deemed to have
been withdrawn.

     (c) Securities Purchased in Part. Any Securities that are to be purchased
only in part shall be surrendered at the office of the Paying Agent (with, if
the Company or the Trustee so requires, due endorsement by, or a written
instrument of transfer in form satisfactory to the Company and the Trustee duly
executed by, the Holder thereof or such Holder's attorney duly authorized in
writing) and the Company shall execute and the Trustee or the Authenticating
Agent shall authenticate and deliver to the Holder of such Securities, 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 portion of the principal amount of the Securities so surrendered which
is not purchased or redeemed.

     (d) Covenant to Comply with Securities Laws Upon Purchase of Securities. In
connection with any offer to purchase Securities under Section 10.01, the
Company shall, to the extent applicable, (a) comply with Rules 13e-4 and 14e-1
(and any successor provisions thereto) under the Exchange Act, if applicable;
(b) file the related Schedule TO (or any successor schedule, form or report)
under the Exchange Act, if applicable; and (c) otherwise comply with all
applicable federal and state securities laws so as to permit the rights and
obligations under Section 10.01 to be exercised in the time and in the manner
specified in Section 10.01.

     (e) Repayment to the Company. The Trustee and the Paying Agent shall return
to the Company any cash or property that remains unclaimed, as provided in
paragraph 7 of the Securities, together with interest that the Trustee or Paying
Agent, as the case may be, has expressly agreed in writing to pay, if any, that
is held by them for the payment of a Fundamental Change Purchase Price;
provided, however, that to the extent that the aggregate amount of cash or
property deposited by the Company pursuant to Section 10.01(b), as applicable,
exceeds the aggregate Fundamental Change Purchase Price of the Securities or
portions thereof which the Company is obligated to purchase as of the
Fundamental Change Purchase Date, then promptly on and after the Business Day
following the Fundamental Change Purchase Date, the Trustee and the Paying Agent
shall return any such excess to the Company together with interest that the
Trustee or Paying Agent, as the case may be, has expressly agreed in writing to
pay, if any.

                                       58
<PAGE>

     (f) Officers' Certificate. At least five Business Days before the Company
Notice Date, the Company shall deliver an Officers' Certificate to the Trustee
specifying whether the Company desires the Trustee to give the Company Notice
required by Section 10.02(a) herein.

                                   ARTICLE 11
                                   CONVERSION

     Section 11.01. Conversion of Securities.

     (a) Right to Convert. Subject to the procedures for conversion set forth in
this Article 11, a Holder may convert its Securities prior to the close of
business on the third Business Day immediately preceding Stated Maturity at the
Conversion Rate when any of the conditions specified below are met and during
the related specified period. Whenever the Securities shall become convertible
upon one or more of the conditions stated below, the Company or, at the
Company's request, the Trustee in the name and at the expense of the Company,
shall notify the Holders of the event triggering such convertibility in the
manner provided in Section 12.02, and the Company shall also publicly announce
such information by publication on the Company's website or through such other
public medium as it may use at such time. Any notice so given shall be
conclusively presumed to have been duly given, whether or not the Holder
receives such notice. Upon conversion, the Holder will not receive any separate
cash payment for accrued and unpaid interest and Additional Interest, if any,
unless such conversion occurs between a regular Record Date and the interest
payment date to which it relates.

          (i) Conversion Upon Satisfaction of Sale Price Condition. A Holder may
     surrender all or a portion of its Securities for conversion during any
     fiscal quarter (and only during such fiscal quarter) commencing after June
     30, 2007 if the Last Reported Sale Price of the Capital Stock for at least
     20 Trading Days during the period of 30 consecutive Trading Days ending on
     the last Trading Day of the preceding fiscal quarter is greater than or
     equal to 130% of the Conversion Price in effect on such last Trading Day.

                                       59
<PAGE>

          (ii) Conversion Upon Satisfaction of Trading Price Condition. Prior to
     March 1, 2014, a Holder may surrender its Securities for conversion during
     the five Business Day period after any 10 consecutive Trading Day period
     (the "Measurement Period") in which the Trading Price per $1,000 principal
     amount of Securities, as determined following a request by a Holder in
     accordance with the procedures described herein, for each day of that
     period was less than 98% of the product of the Last Reported Sale Price of
     the Company's Capital Stock and the Conversion Rate. In connection with any
     conversion upon satisfaction of the above trading price condition, the bid
     solicitation agent (which shall be the Trustee) shall have no obligation to
     determine the Trading Price of the Securities unless the Company has
     requested such determination; and the Company shall have no obligation to
     make such request unless a Holder of a Security provides the Company with
     reasonable evidence that the Trading Price per $1,000 principal amount of
     Securities would be less than 98% of the product of the Last Reported Sale
     Price of the Company's Capital Stock and the Conversion Rate. At such time,
     the Company shall instruct the bid solicitation agent to determine the
     Trading Price of the Securities beginning on the next Trading Day and on
     each successive Trading Day until the Trading Price per $1,000 principal
     amount of Securities is greater than or equal to 98% of the product of the
     Last Reported Sale Price of the Company's Capital Stock and Conversion
     Rate.

          "Trading Price" of the Securities on any date of determination means
     the average of the secondary market bid quotations obtained by the bid
     solicitation agent for $2 million principal amount of the Securities at
     approximately 3:30 p.m., New York City time, on such determination date
     from three independent nationally recognized securities dealers selected by
     the Company; provided that, if three such bids cannot reasonably be
     obtained by the bid solicitation agent but two such bids are obtained, then
     the average of the two bids shall be used, and if only one such bid can
     reasonably be obtained by the bid solicitation agent, that one bid shall be
     used. If the bid solicitation agent cannot reasonably obtain at least one
     bid for $2 million principal amount of the Securities from a nationally
     recognized securities dealer on any day, then the trading price per $1,000
     principal amount of Securities on such day will be deemed to be less than
     98% of the product of the last reported sale price of the Capital Stock and
     the Conversion Rate.

          (iii) Conversion Upon Specified Corporate Transactions.

                                       60
<PAGE>

          (A) If the Company (1) issues to all or substantially all holders of
     Capital Stock rights entitling them to purchase, for a period expiring
     within 45 days after the date of the distribution, shares of Capital Stock
     at less than the average of the Last Reported Sale Prices of a share of
     Capital Stock for the 10 consecutive trading-day period ending on the
     Trading Day preceding the announcement of such issuance, or (2) distributes
     to all or substantially all holders of the Capital Stock, the Company's
     assets, debt securities or rights to purchase Securities of the Company,
     which distribution has a per share value, as reasonably determined by the
     Company's Board of Directors, exceeding 10% of the Last Reported Sale Price
     of the Capital Stock on the day preceding the declaration date for such
     distribution, then, in each case, the Company must notify the Holders, in
     the manner provided in Section 12.02, at least 30 calendar days prior to
     the Ex-Dividend Date for such distribution. Once the Company has given such
     notice, Holders may surrender Securities for conversion at any time until
     the earlier of 5:00 p.m., New York City time, on the Business Day
     immediately prior to such Ex-Dividend Date or the Company's announcement
     that such distribution will not take place.

          (B) If the Company is party to a transaction described in clause (2)
     or (4) of the definition of Fundamental Change (without giving effect to
     the proviso set forth in the definition thereof relating to Publicly Traded
     Securities), the Company must notify Holders, in the manner provided in
     Section 12.02, at least 30 calendar days prior to the anticipated Effective
     Date for such transaction. Once the Company has given such notice, Holders
     may surrender Securities for conversion at any time until 45 calendar days
     after the actual Effective Date of such transaction (or if such transaction
     also constitutes a Fundamental Change, the related Fundamental Change
     Purchase Date).

          (C) If a Fundamental Change of the type described in clause (1) in the
     definition thereof occurs, Holders may surrender all or a portion of their
     Securities for conversion at any time beginning on the actual Effective
     Date of such Fundamental Change until and including the date which is 30
     calendar days after the actual effective date of such transaction or, if
     later, until the purchase date corresponding to such Fundamental Change.

                                       61
<PAGE>

On or after March 1, 2014, Holders may convert each of their Securities at any
time prior to the close of business on the third Scheduled Trading Day
immediately preceding the maturity date regardless of the foregoing conditions.

     (b) Conversion Procedures. The following procedures shall apply to convert
Securities:

               (i) In respect of a Definitive Security, a Holder must (A)
          complete and manually sign the conversion notice on the back of the
          Security, or a facsimile of such conversion notice; (B) deliver such
          conversion notice, which is irrevocable, and the Security to the
          Conversion Agent; (C) if required, furnish appropriate endorsements
          and transfer documents as may be required by the Conversion Agent and,
          if required pursuant to Section 11.01(e) below, pay all transfer or
          similar taxes; and (D) if required pursuant to Section 2.01(d) above,
          pay funds equal to interest payable on the next interest payment date
          to which such Holder is not entitled.

               (ii) In respect of a beneficial interest in a Global Security, a
          Beneficial Owner must comply with DTC's procedures for converting a
          beneficial interest in a Global Security and, if required pursuant to
          Section 2.01(d) above, pay funds equal to interest payable on the next
          interest payment date to which such Beneficial Owner is not entitled,
          and if required, pay all taxes or duties, if any.

The date a Holder complies with the foregoing requirements is the "Conversion
Date" hereunder.

     If a Holder converts more than one Security at the same time, the cash and
number of shares of Capital Stock issuable upon the conversion, if any, shall be
based on the total principal amount of the Securities converted.

     If a Holder has already delivered a Fundamental Change Purchase Notice in
accordance with a Fundamental Change, with respect to a Security, the Holder may
not surrender that Security for conversion until the Holder has validly
withdrawn the Fundamental Change Purchase Notice in accordance with this
Indenture. Upon surrender of a Security that is converted in part, the Company
shall execute, and the Trustee or the Authenticating Agent shall authenticate
and deliver to the Holder, a new Security in an authorized denomination equal in
principal amount to the unconverted portion of the Security surrendered.

     (c) Payment Upon Conversion. Upon any conversion of any Security, the
Company will deliver to Holders in respect of each $1,000 principal amount of
Securities being converted a "Settlement Amount" equal to the sum of the Daily
Settlement Amounts for each of the 40 Trading Days during the Observation
Period.

                                       62
<PAGE>

     "Daily Settlement Amount", for each of the 40 Trading Days during the
Observation Period, shall consist of:

          (i) cash equal to the lesser of one-fortieth of $1,000 and the Daily
     Conversion Value; and

          (ii) to the extent the Daily Conversion Value exceeds one-fortieth of
     $1,000, a number of shares of Capital Stock equal to, (A) the difference
     between the Daily Conversion Value and one-fortieth of $1,000, divided by
     (B) the Daily VWAP for such day.

     "Daily Conversion Value" means, for each of the 40 consecutive Trading Days
during the Observation Period, one-fortieth of the product of (1) the applicable
Conversion Rate and (2) the Daily VWAP of the Capital Stock (or the
consideration into which the Capital Stock has been converted in connection with
transactions to which Section 11.04 is applicable) on such day.

     "Daily VWAP" means, for each of the 40 consecutive Trading Days during the
Observation Period, the per share volume-weighted average price as displayed
under the heading "Bloomberg VWAP" on Bloomberg page "CHE.N (equity) AQR" (or
its equivalent successor if such page is not available) in respect of the period
from the scheduled open of trading until the scheduled close of trading of the
primary trading session on such Trading Day (or if such volume-weighted average
price is unavailable, the market value of one share of Capital Stock on such
Trading Day as determined, using a volume-weighted average method, by the
Company's Board of Directors in good faith. Daily VWAP will be determined
without regard to after hours trading or any other trading outside of the
regular trading hours.

     "Scheduled Trading Day" means a day that is scheduled to be a trading day
on the primary United States national securities exchange or market on which the
Capital Stock is listed or admitted to trading.

     The Settlement Amount in respect of any Security converted will be
delivered to converting Holders on the third Business Day immediately following
the last day of the Observation Period for such Security.

     (d) Cash Payments in Lieu of Fractional Shares. The Company shall not issue
fractional shares of Capital Stock upon conversion of Securities. Instead the
Company shall deliver cash for the current market value of the fractional share,
subject to the Company's right to deliver one share of its Capital Stock in lieu
of a fractional share. The current market value of a fractional share shall be
determined to the nearest 1/10,000th of a share by multiplying the Daily VWAP of
a full share of Capital Stock on final Trading Day of the related Observation
Period by the fractional amount and rounding the product to the nearest whole
cent. The Company's delivery to the Holder of cash or a combination of cash and
the full number of shares of Capital Stock, if applicable, together with any
cash payment for any fractional share, into which a Security is convertible,
will be deemed to satisfy in full the Company's obligation to pay (i) the
principal amount of the Security; and (ii) accrued and unpaid interest and
additional interest, if any, to, but not including, the conversion date. As a
result, accrued and unpaid interest and additional interest, if any, to, but not
including, the conversion date will be deemed to be paid in full rather than
cancelled, extinguished or forfeited.

                                       63
<PAGE>

     Notwithstanding the preceding paragraph, if Securities are converted after
5:00 p.m., New York City time, on a regular Record Date for the payment of
interest, Holders of such Securities at 5:00 p.m., New York City time, on such
Record Date will receive the interest and Additional Interest, if any, payable
on such Securities on the corresponding interest payment date notwithstanding
the conversion. Securities, upon surrender for conversion during the period from
5:00 p.m., New York City time, on any regular Record Date to 9:00 a.m., New York
City time, on the immediately following interest payment date, must be
accompanied by funds equal to the amount of interest and Additional Interest, if
any, payable on the Securities so converted; provided that no such payment need
be made (i) for conversions on or following March 1, 2014; (ii) if the Company
has specified a Fundamental Change Purchase Date that is after a Record Date and
on or prior to the Trading Day after the corresponding interest payment date; or
(iii) to the extent of any overdue interest, if any overdue interest exists at
the time of conversion with respect to such Security.

     (e) Taxes on Conversion. If a Holder converts Securities, the Company shall
pay any documentary, stamp or similar issue or transfer tax due on the issue of
shares of Capital Stock upon the conversion. However, the Holder shall pay any
such tax which is due because the Holder requests the shares to be issued in a
name other than the Holder's name. The Conversion Agent may refuse to deliver
the certificates representing the Capital Stock being issued in a name other
than the Holder's name until the Conversion Agent receives a sum sufficient to
pay any tax which shall be due because the shares are to be issued in a name
other than the Holder's name, but the Conversion Agent shall have no duty to
determine if any such tax is due. Nothing herein shall preclude any withholding
of tax required by law.

     (f) Certain Covenants of the Company.

          (i) The Company shall, prior to issuance of any Securities hereunder,
     and from time to time as may be necessary, reserve out of its authorized
     but unissued Capital Stock or shares of Capital Stock held in treasury,
     sufficient number of shares of Capital Stock, free of preemptive rights, to
     permit the conversion of the Securities.

                                       64
<PAGE>

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

          (iii) The Company shall endeavor promptly to comply with all federal
     and state securities laws regulating the issuance and delivery of shares of
     Capital Stock upon the conversion of Securities, if any. The Company does
     not intend to list the Securities on a national securities exchange or
     interdealer quotation system.

          (iv) Before taking any action which would cause an adjustment
     increasing the Conversion Rate to an amount that would cause the Conversion
     Price to be reduced below the then par value per share the Capital Stock,
     if any, of the shares of Capital Stock issuable upon conversion of the
     Securities, the Company will take all corporate action which may, in the
     opinion of its counsel, be necessary in order that the Company may validly
     and legally issue shares of such Capital Stock at such adjusted Conversion
     Rate.

     Section 11.02. Adjustments to Conversion Rate. The Conversion Rate shall be
adjusted from time to time by the Company as described below, except that the
Company will not make any adjustments to the Conversion Rate if Holders of the
Security participate, as a result of holding the Securities, in any transaction
described below without having to convert their Securities:

     (a) If the Company issues shares of Capital Stock as a dividend or
distribution on shares of the Capital Stock, or effects a share split or share
combination, the Conversion Rate will be adjusted based on the following
formula:

                                    CR'=CR0 x OS'
                                              ---
                                              OS0

     where,

          CR0   =   the Conversion Rate in effect immediately prior to the
                    Ex-Dividend Date of such dividend or distribution, or the
                    effective date of such share split or share combination, as
                    applicable

                                       65
<PAGE>

          CR'   =   the Conversion Rate in effect immediately after such
                    Ex-Dividend Date or effective date

          OS0   =   the number of shares of Capital Stock outstanding
                    immediately prior to such Ex-Dividend Date or effective date

          OS'   =   the number of shares of Capital Stock outstanding
                    immediately prior to such Ex-Dividend date or effective date
                    after giving effect to such dividend, distribution, share
                    split or share combination

Such adjustment shall become effective immediately after 9:00 a.m., New York
City time, on the Business Day following the Record Date for such dividend or
distribution, or the date fixed for determination for such share split or share
combination. The Company will not pay any dividend or make any distribution on
shares of Capital Stock held in treasury by the Company. If any dividend or
distribution of the type described in this Section 11.02(a) is declared but not
so paid or made, the Conversion Rate shall again be adjusted to the Conversion
Rate that would then be in effect if such dividend or distribution had not been
declared.

     (b) If the Company issues to all or substantially all holders of its
Capital Stock any rights or warrants entitling them for a period of not more
than 45 calendar days to subscribe for or purchase shares of Capital Stock at a
price per share less than the average of the Last Reported Sale Prices of the
Capital Stock for the 10 consecutive Trading-Day period ending on the Scheduled
Trading Day immediately preceding the date of announcement of such issuance, the
Conversion Rate will be adjusted based on the following formula:

                                    CR'=CR0 x OS0+X
                                              -----
                                              OS0+Y
     where,

          CR0   =   the conversion rate in effect immediately prior the
                    Ex-Dividend Date for such issuance

          CR'   =   the conversion rate in effect immediately after such
                    Ex-Dividend Date

          OS0   =   the number of shares of Capital Stock outstanding
                    immediately after such Ex-Dividend Date

          X     =   the total number of shares of Capital Stock issuable
                    pursuant to such rights or warrants

          Y     =   the number of shares of Capital Stock equal to the aggregate
                    price payable to exercise such rights or warrants divided by
                    the average of the Last Reported Sale Prices of the Capital
                    Stock over the 10 consecutive Trading-Day period ending on
                    the Trading Day immediately preceding the date of
                    announcement of the issuance of such rights or warrants

                                       66
<PAGE>

Such adjustment shall be successively made whenever any such rights or warrants
are issued and shall become effective immediately after 9:00 a.m., New York City
time, on the Business Day following the date fixed for such determination. The
Company shall not issue any such rights, options or warrants in respect of
shares of Capital Stock held in treasury by the Company. To the extent that
shares of Capital Stock are not delivered after the expiration of such rights or
warrants, the Conversion Rate shall be readjusted to the Conversion Rate that
would then be in effect had the adjustments made upon the issuance of such
rights or warrants been made on the basis of delivery of only the number of
shares of Capital Stock actually delivered. If such rights or warrants are not
so issued, the Conversion Rate shall again be adjusted to be the Conversion Rate
that would then be in effect if such date fixed for the determination of
stockholders entitled to receive such rights or warrants had not been fixed.

     In determining whether any rights or warrants entitle the Holders to
subscribe for or purchase shares of Capital Stock at less than such Last
Reported Sale Price, and in determining the aggregate offering price of such
shares of Capital Stock, there shall be taken into account any consideration
received by the Company for such rights or warrants and any amount payable on
exercise or conversion thereof, the value of such consideration, if other than
cash, to be determined by the Company's Board of Directors.

     (c) If the Company distributes shares of capital stock of the Company,
evidences of its indebtedness or other assets or property of the Company to all
or substantially all holders of the Capital Stock, excluding:

          (i) dividends or distributions and rights or warrants referred to in
     clause (a) or (b) above; and

          (ii) dividends or distributions paid exclusively in cash;

then the Conversion Rate will be adjusted based on the following formula:

                                    CR'=CR0 x   SP0
                                              -------
                                              SP0-FMV
     where,

     CR0  =    the Conversion Rate in effect immediately prior to the
               Ex-Dividend Date for such distribution

                                       67
<PAGE>

     CR'  =    the Conversion Rate in effect immediately after such Ex-Dividend
               Date

     SP0  =    the average of the Last Reported Sale Prices of the Capital Stock
               over the 10 consecutive Trading-Day period ending on the
               Scheduled Trading Day immediately preceding the Ex-Dividend Date
               for such distribution

     FMV  =    the Fair Market Value (as determined by the Company's Board of
               Directors) of the shares of capital stock, evidences of
               indebtedness, assets or property distributed with respect to each
               outstanding share of Capital Stock on the Record Date for such
               distribution.

Such adjustment shall become effective immediately prior to 9:00 a.m., New York
City time, on the Business Day following the date fixed for the determination of
stockholders entitled to receive such distribution. With respect to an
adjustment pursuant to this clause (c) where there has been a payment of a
dividend or other distribution on the Capital Stock or shares of capital stock
of any class or series, or similar equity interest, of or relating to a
Subsidiary or other business unit (a "Spin-Off"), the Conversion Rate in effect
immediately before 5:00 p.m., New York City time, on the effective date for such
Spin-off will be increased based on the following formula:

                                    CR'-CR0 x FMV0+MP0
                                              --------
                                                 MP0
     where,

     CR0  =    the Conversion Rate in effect immediately prior to the effective
               date of the adjustment

     CR'  =    the Conversion Rate in effect immediately after the effective
               date of the adjustment

     FMV0 =    the average of the Last Reported Sale Prices of the capital stock
               or similar equity interest distributed to Holders of Capital
               Stock applicable to one share of Capital Stock over the first 10
               consecutive Trading-Day period after, and including, the
               effective date of the Spin-Off

     MP0  =    the average of the Last Reported Sale Prices of Capital Stock
               over the first 10 consecutive Trading-Day period after, and
               including, the effective date of the Spin-Off.

Such adjustment shall occur on the tenth Trading Day from, and including, the
effective date of the Spin-Off; provided that in respect of any conversion
within 10 Trading Days immediately following, and including, the effective date
of any Spin-Off, references with respect to 10 Trading Days shall be deemed
replaced with such lesser number of Trading Days as have elapsed between the
effective date of such Spin-Off and the Conversion Date in determining the
applicable Conversion Rate.

                                       68
<PAGE>

     (d) If any regular, quarterly cash dividend or distribution made to all or
substantially all holders of Capital Stock does not equal $0.06 per share (the
"Initial Dividend Threshold"), the Conversion Rate will be adjusted based on the
following formulas:

               (A) if the per share amount of such regular, quarterly cash
          dividend or distribution is greater than the Initial Dividend
          Threshold, the Conversion Rate will be adjusted based on the following
          formula:

                                    CR'=CR0 x  SP0
                                              -----
                                              SP0-C
     where,

     CR0  =    the Conversion Rate in effect immediately prior to the
               Ex-Dividend Date for such distribution

     CR'  =    the Conversion Rate in effect immediately after the Ex-Dividend
               Date for such distribution

     SP0  =    the Last Reported Sale Price of the Capital Stock on the Trading
               Day immediately preceding the Ex-Dividend Date for such
               distribution

     C    =    the amount in cash per share the Company distributes to holders
               of Capital Stock in excess of the Initial Dividend Threshold in
               the case of a regular quarterly dividend.

               (B) if the per share amount of such regular, quarterly cash
          dividend or distribution is less than the Initial Dividend Threshold,
          the Conversion Rate will be adjusted based on the following formula:

                                    CR'=CR0 x  SP0
                                              -----
                                              SP0+C


     where,

     CR0  =    the Conversion Rate in effect immediately prior to the
               Ex-Dividend Date for such distribution

     CR'  =    the Conversion Rate in effect immediately after the Ex-Dividend
               Date for such distribution

     SP0  =    the Last Reported Sale Price of the Capital Stock on the Trading
               Day immediately preceding the Ex-Dividend Date for such
               distribution

                                       69
<PAGE>

     C    =    the Initial Dividend Threshold minus the amount in cash per share
               the Company distributes to holders of Capital Stock.

The Initial Dividend Threshold is subject to adjustment in a manner inversely
proportional to adjustments to the Conversion Rate; provided that no adjustment
will be made to the dividend threshold amount for any adjustment made to the
Conversion Rate under this clause (d)(i).

               (ii) If the Company pays any cash dividend or distribution that
          is not a regular, quarterly cash dividend or distribution to all or
          substantially all holders of Capital Stock, the Conversion Rate will
          be adjusted based on the following formula:

                                    CR=CR0  x  SP0
                                              -----
                                              SP0-C
     where,

     CR0  =    the Conversion Rate in effect immediately prior to the
               Ex-Dividend Date for such distribution

     CR   =    the Conversion Rate in effect immediately after the Ex-Dividend
               Date for such distribution

     SP0  =    the Last Reported Sale Prices of the Company's Capital Stock on
               the Trading Day immediately preceding the Ex-Dividend Date for
               such distribution

     C    =    the amount in cash per share distributed to holders of the
               Capital Stock.

     (e) If the Company or any of its Subsidiaries makes a payment in respect of
a tender or exchange offer for Capital Stock, to the extent that the cash and
value of any other consideration included in the payment per share of Capital
Stock exceeds the Last Reported Sale Price of the Capital Stock on the Trading
Day next succeeding the last date on which tenders or exchanges may be made
pursuant to such tender or exchange offer (such last date, the "Expiration
Time"), the Conversion Rate will be increased based on the following formula:

                                    CR'=CR0 x AC+(SP'xOS')
                                              ------------
                                                OS0xSP'
     where,

     CR0  =    the Conversion Rate in effect on immediately prior to the
               effective date of the adjustment

     CR'  =    the Conversion Rate in effect immediately after the effective
               date of the adjustment

                                       70
<PAGE>

     AC   =    the aggregate value of all cash and any other consideration (as
               determined by the Company's Board of Directors) paid or payable
               for shares purchased in such tender or exchange offer

     OS0  =    the number of shares of Capital Stock outstanding immediately
               prior to the date such tender or exchange offer expires

     OS'  =    the number of shares of Capital Stock outstanding immediately
               after the date such tender or exchange offer expires (after
               giving effect to such tender or exchange offer)

     SP'  =    the average of the Last Reported Sale Prices of the Capital Stock
               over the 10 consecutive Trading-Day period commencing on the
               Trading Day next succeeding the date such tender or exchange
               offer expires.

If the Company is obligated to purchase shares pursuant to any such tender or
exchange offer, but the Company is permanently prevented by applicable law from
effecting any such purchases or all such purchases are rescinded, the Conversion
Rate shall again be adjusted to be the Conversion Rate that would then be in
effect if such tender or exchange offer had not been made.

     (f) If the application of the foregoing formulas (other than clause
(d)(i)(B)) would result in a decrease to the Conversion Rate, no adjustment to
the Conversion Rate will be made.

     (g) Intentionally omitted.

     (h) The Company may (but is not required to) increase the Conversion Rate
to avoid or diminish income tax to holders of Capital Stock or rights to
purchase Capital Stock in connection with a dividend or distribution of shares
(or rights to acquire shares) or any similar event treated as such for income
tax purposes.

     (i) To the extent permitted by applicable law and the rules of any stock
exchange or market upon which the Capital Stock is listed or admitted for
trading, the Company may increase the Conversion Rate by any amount for a period
of at least 20 days if the Company's Board of Directors determines that such
increase would be in the best interests of the Company, which determination
shall be conclusive.

     (j) Notwithstanding the foregoing provisions of this Section 11.02, the
applicable Conversion Rate need not be adjusted:

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

                                       71
<PAGE>

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

          (iii) upon the issuance of any shares of Capital Stock pursuant to any
     option, warrant, right, or exercisable, exchangeable or convertible
     security not described in clause (ii) above and outstanding as of the Issue
     Date;

          (iv) for a change in the par value of the Capital Stock; or

          (v) for accrued and unpaid Interest (including any Additional
     Interest).

     (k) All calculations under this Section 11.02 shall be made by the Company
and shall be made to the nearest cent or to the nearest one-ten thousandth
(1/10,000) of a share, as the case may be. The Company will not be required to
adjust the Conversion Rate unless the adjustment would result in a change in the
Conversion Rate of at least 1%. However, the Company is required to carry
forward any adjustments to the Conversion Rate that are less than 1% and make
such adjustments upon the first day of the Observation Period in connection with
any conversion of the Securities.

     (l) Whenever the Conversion Rate is adjusted as herein provided, the
Company shall promptly file with the Trustee and any Conversion Agent other than
the Trustee an Officers' Certificate setting forth the Conversion Rate after
such adjustment and setting forth a brief statement of the facts requiring such
adjustment. Unless and until a Trust Officer of the Trustee shall have received
such Officers' Certificate, the Trustee shall not be deemed to have knowledge of
any adjustment of the Conversion Rate and may assume that the last Conversion
Rate of which it has knowledge is still in effect. Promptly after delivery of
such certificate, the Company shall prepare a notice of such adjustment of the
Conversion Rate setting forth the adjusted Conversion Rate and the date on which
each adjustment becomes effective and shall mail such notice of such adjustment
of the Conversion Rate to the Holder of each Security at such Holder's last
address appearing on the Securities Register provided for in Section 2.05 of
this Indenture within 20 days after execution thereof. Failure to deliver such
notice shall not affect the legality or validity of any such adjustment.

     (m) Any case in which this Section 11.02 provides that an adjustment shall
become effective immediately after (i) a Record Date for an event, (ii) the date
fixed for the determination of a share split or combination pursuant to Section
11.02(a), or (iii) the Expiration Time for any tender or exchange offer pursuant
to Section 11.02(e), (each a "Determination Date"), the Company may elect to
defer until the occurrence of the applicable Adjustment Event (x) issuing to the
Holder of any Security converted after such Determination Date and before the
occurrence of such Adjustment Event, the additional shares of Capital Stock or
other Securities issuable upon such conversion by reason of the adjustment
required by such Adjustment Event over and above the Capital Stock issuable upon
such conversion before giving effect to such adjustment and (y) paying to such
Holder any amount in cash in lieu of any fraction pursuant to Section 11.01. For
purposes of this Section 11.02(l), the term "Adjustment Event" shall mean:

                                       72
<PAGE>

          (1) in any case referred to in clause (i) hereof, the occurrence of
     such event,

          (2) in any case referred to in clause (ii) hereof, the date any such
     dividend or distribution is paid or made, and

          (3) in any case referred to in clause (iii) hereof, the date a sale or
     exchange of Capital Stock pursuant to such tender or exchange offer is
     consummated and becomes irrevocable.

     (n) For purposes of this Section 11.02, the number of shares of Capital
Stock at any time outstanding shall not include shares held in the treasury of
the Company but shall include shares issuable in respect of scrip certificates
issued in lieu of fractions of shares of Capital Stock. The Company will not pay
any dividend or make any distribution on shares of Capital Stock held in the
treasury of the Company.

     (o) Whenever any provision of this Article 11 requires a calculation of an
average of Last Reported Sale Prices or Daily VWAP over a span of multiple days,
the Company will make appropriate adjustments (determined in good faith by the
Company's Board of Directors) to account for any adjustment to the Conversion
Rate that becomes effective, or any event requiring an adjustment to the
Conversion Rate where the Ex-Dividend Date of the event occurs, at any time
during the period from which the average is to be calculated.

     Section 11.03. Adjustment Upon Certain Fundamental Changes.

     (a) If a Holder elects to convert Securities pursuant to Section
11.01(a)(iii) above in connection with a transaction described therein and the
transaction has an Effective Date occurring on or prior to March 1, 2014 and
also constitutes a Fundamental Change as described in clause (1) or (2) of the
definition of Fundamental Change, subject to Section 11.04, the Conversion Rate
for such Securities shall be increased by an additional number of shares of
Capital Stock (the "Additional Shares") as described below. Any conversion shall
be deemed to have occurred in connection with such Fundamental Change only if
such Securities are surrendered for conversion at a time when the Securities
would be convertible in light of the expected or actual occurrence of a
Fundamental Change and notwithstanding the fact that a Security may then be
convertible because another condition to conversion has been satisfied.

                                       73
<PAGE>

     (b) The number of Additional Shares by which the Conversion Rate will be
increased will be determined by reference to the table attached as Schedule A
hereto, based on the date on which the Fundamental Change occurs or becomes
effective (the "Effective Date") and the Stock Price paid per share of Capital
Stock in the Fundamental Change.

     (c) The Stock Prices set forth in the first row of the table in Schedule A
hereto will be adjusted as of any date on which the Conversion Rate of the
Securities is adjusted pursuant to Section 11.02. The adjusted Stock Prices will
equal the Stock Prices applicable immediately prior to such adjustment,
multiplied by a fraction, the numerator of which is the Conversion Rate
immediately prior to such adjustment and the denominator of which is the
Conversion Rate as so adjusted. The number of Additional Shares set forth in
such table will be adjusted in the same manner as the Conversion Rate as set
forth in Section 11.02.

     The exact Stock Prices and Effective Dates may not be set forth in the
table in Schedule A, in which case:

          (i) if the Stock Price is between two Stock Price amounts in the table
     or the Effective Date is between two Effective Dates in the table, the
     number of Additional Shares will be determined by a straight-line
     interpolation between the number of Additional Shares set forth for the
     higher and lower Stock Price amounts and the two dates, as applicable,
     based on a 365-year.

          (ii) if the Stock Price is greater than $200 per share (subject to
     adjustment), no Additional Shares will be issued upon conversion.

          (iii) if the Stock Price is less than $65.90 per share (subject to
     adjustment), no Additional Shares will be issued upon conversion.

     Notwithstanding the foregoing, in no event will the total number of shares
of Capital Stock issuable upon conversion exceed 15.1745 per $1,000 principal
amount of Securities, subject to adjustments in the same manner as the
Conversion Rate.

     (d) Settlement of Securities tendered for conversion as to which the
Conversion Rate will be increased by Additional Shares pursuant to this Section
11.03 shall occur as follows:

                                       74
<PAGE>

          (i) if the last day of the Observation Period for such Securities is
     on or prior to the fourth Trading Day immediately preceding the Effective
     Date, the Company shall deliver the Settlement Amount (together with cash
     in lieu of fractional shares), determined in accordance with Section
     11.01(c) and Section 11.01(d) above, on the third Business Day immediately
     following the last day of the Observation Period; provided that such
     Settlement Amount and related Daily Conversion Values shall be based on the
     Conversion Rate without giving effect to the Additional Shares to be added
     thereto as set forth in this subsection. As soon as practicable following
     the Effective Date, the Company shall calculate an increased Settlement
     Amount for such Securities (based upon the same Observation Period and the
     same Daily VWAP for each Trading Day in such Observation Period) as if the
     Conversion Rate had been increased by the number of Additional Shares
     pursuant to this subsection. Promptly following the Effective Date, the
     Company shall deliver the excess of the cash portion, if any, and Capital
     Stock portion, if any, of such increased Settlement Amount over the cash
     and Capital Stock portions of the Settlement Amount calculated without such
     Additional Shares. Any shares of Capital Stock to be delivered following
     the Effective Date shall be subject to Section 11.04 and shall be delivered
     in Reference Property. In no event shall the Company pay any such increase
     to the Settlement Amount if the transaction causing the increase to the
     Conversion Rate pursuant to this subsection never becomes effective.

          (ii) If the last day of the Observation Period for such Securities is
     after the fourth Trading Day immediately preceding the Effective Date, the
     Company shall deliver the Settlement Amount (together with cash in lieu of
     fractional shares) in accordance with Section 11.01(c) and Section 11.01(d)
     above (such determination, for the avoidance of doubt, to include the
     number of Additional Shares to be added to the Conversion Rate as set forth
     in this subsection) on the later to occur of (a) the Effective Date and (b)
     the third Business Day immediately following the Conversion Date relating
     to such Securities. Any shares of Capital Stock to be delivered on or
     following the Effective Date shall be subject to Section 11.04 and shall be
     delivered in Reference Property.

     Section 11.04. Effect of Reclassification, Consolidation, Merger or Sale.

                                       75
<PAGE>

     (a) If any of the following events occur: (i) any recapitalization,
reclassification or change of the outstanding shares of Capital Stock (other
than a subdivision or combination to which Section 11.02(a) applies), (ii) any
consolidation, merger, binding share exchange or combination of the Company with
another Person as a result of which Holders of Capital Stock shall be entitled
to receive cash, securities or other property (or any combination thereof) with
respect to or in exchange for such Capital Stock, or (iii) any sale or
conveyance of all or substantially all of the properties and assets of the
Company to any other Person as a result of which Holders of Capital Stock shall
be entitled to receive cash, securities or other property (or any combination
thereof) with respect to or in exchange for such Capital Stock (any such event
or transaction, a "Reorganization Event"), then the Company or the successor or
purchasing Person, as the case may be, shall execute with the Trustee a
supplemental indenture (which shall comply with the Trust Indenture Act as in
force at the date of execution of such supplemental indenture) providing that
each Security shall be convertible into the kind and amount of cash, securities
or other property (and in the same proportion) receivable (the "Reference
Property") upon such Reorganization Event by a holder of a number of shares of
Capital Stock equal to the Conversion Rate immediately prior to such
Reorganization Event. For purposes of the foregoing, the type and amount of
consideration that a holder of Capital Stock would have been entitled to receive
in the case of any such Reorganization Event that causes the Capital Stock to be
converted into the right to receive more than a single type of consideration
(determined based in part upon any form of stockholder election) will be deemed
to be the weighted average of the types and amounts of consideration received by
the holders of Capital Stock that affirmatively make such an election. Such
supplemental indenture shall provide for provisions and adjustments which shall
be as nearly equivalent as may be practicable to the provisions and adjustments
provided for in this Article 11, Article 10 and Article 8 and the definition of
Fundamental Change, as appropriate, as determined in good faith by the Company
(which determination shall be conclusive and binding), to make such provisions
apply to such other Person if different from the original issuer of the
Securities.

     (b) Following the effective time of any such Reorganization Event,
settlement of Securities converted shall be in cash and units of Reference
Property determined in accordance with Section 11.01(c) above based on the Daily
Conversion Value and Daily VWAP of such Reference Property. For the purposes of
determining such Daily Conversion Value and Daily VWAP, if the Reference
Property includes securities for which the price can be determined in a manner
contemplated by the definition of Daily VWAP, then the value of such securities
shall be determined in accordance with the principles set forth in such
definition; (ii) if the Reference Property includes other property (other than
securities as to which clause (i) applies or cash), then the value of such
property shall be the Fair Market Value of such property as determined by the
Company's Board of Directors in good faith; and (iii) if the Reference Property
includes cash, then the value of such cash shall be the amount thereof.

     (c) Any issuer of securities included in the Reference Property shall
execute an amendment to the Registration Rights Agreement (to the extent any
Registrable Securities (as defined therein) remain outstanding) to make the
provisions thereof applicable to such securities included in the Reference
Property.

                                       76
<PAGE>

     (d) The Company shall cause notice of the execution of any supplemental
indenture required by this Section 11.04 to be mailed to each Holder of
Securities, at its address appearing on the Securities Register provided for in
Section 2.05 of this Indenture, within 20 calendar days after execution thereof.
Failure to deliver such notice shall not affect the legality or validity of such
supplemental indenture.

     (e) The above provisions of this Section 11.04 shall similarly apply to
successive Reorganization Events.

     (f) If this Section 11.04 applies to any event or occurrence, Section 11.02
shall not apply in respect of such event or occurrence.

     (g) The Company shall not become a party to any Reorganization Event unless
its terms are consistent with the foregoing. None of the foregoing provisions
shall affect the right of a Holder of Securities to convert the Securities into
cash and shares of Capital Stock, if applicable, as set forth in Section 11.01
prior to the effective time of such Reorganization Event.

     Section 11.05. Responsibility of Trustee. The Trustee and any other
Conversion Agent shall not at any time be under any duty or responsibility to
the Company or any Holder of Securities to determine the Conversion Rate, or
whether any facts exist which may require any adjustment of the Conversion Rate,
or with respect to the nature or extent or calculation of any such adjustment
when made, or with respect to the method employed in making the same. The
Trustee and any other Conversion Agent shall not be accountable with respect to
the validity or value (or the kind or amount) of any shares of Capital Stock, or
of any securities or property, which may at any time be issued or delivered upon
the conversion of any Security; and the Trustee and any other Conversion Agent
make no representations with respect thereto. Neither the Trustee nor any
Conversion Agent shall be responsible for any failure of the Company to issue,
transfer or deliver any cash or shares of Capital Stock or stock certificates or
other securities or property upon the surrender of any Security for the purpose
of conversion or to comply with any of the duties, responsibilities or covenants
of the Company contained in this Article 11. Without limiting the generality of
the foregoing, neither the Trustee nor any Conversion Agent shall be under any
responsibility to determine the correctness of any provisions contained in any
supplemental indenture entered into pursuant to Section 11.04 relating either to
the kind or amount of shares of stock or securities or property (including cash)
receivable by Holders upon the conversion of their Securities after any
Reorganization Event or to any adjustment to be made with respect thereto, but,
subject to the provisions of Section 6.01, may accept as conclusive evidence of
the correctness of any such provisions, and shall be protected in relying upon,
the Officers' Certificate (which the Company shall be obligated to file with the
Trustee prior to the execution of any such supplemental indenture) with respect
thereto.

                                       77
<PAGE>

     Section 11.06. Notice to Holders Prior to Certain Actions. In case:

     (a) the Company shall declare a dividend (or any other distribution) on its
Capital Stock that would require an adjustment in the Conversion Rate pursuant
to Section 11.02; or

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

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

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

the Company shall cause to be filed with the Trustee and to be mailed to each
Holder of Securities at his address appearing on the Securities Register
provided for in Section 2.05 of this Indenture, as promptly as possible but in
any event at least three (3) calendar days prior to the applicable date
hereinafter specified, a notice stating (x) the date on which a record is to be
taken for the purpose of such dividend, distribution or rights or warrants, or,
if a record is not to be taken, the date as of which the holders of Capital
Stock of record to be entitled to such dividend, distribution or rights are to
be determined, or (y) the date on which such reclassification, consolidation,
merger, sale, transfer, dissolution, liquidation or winding up is expected to
become effective or occur, and the date as of which it is expected that holders
of Capital Stock of record shall be entitled to exchange their Capital Stock for
securities or other property deliverable upon such reclassification,
consolidation, merger, sale, transfer, dissolution, liquidation or winding up.
Failure to give such notice, or any defect therein, shall not affect the
legality or validity of such dividend, distribution, reclassification,
consolidation, merger, sale, transfer, dissolution, liquidation or winding up.

     Section 11.07. Stockholder Rights Plan. To the extent that the Company has
a rights plan in effect upon conversion of the Securities into Capital Stock,
the Holder will receive, in addition to the Capital Stock, the rights under the
rights plan, unless prior to any conversion, the rights have separated from the
Capital Stock, in which case the Conversion Rate will be adjusted at the time of
separation as if the Company distributed to all Holders of Capital Stock shares
of the Company's Capital Stock, evidences of indebtedness or assets as described
in Section 11.02(c) above, subject to readjustment in the event of the
expiration, termination of such rights. In lieu of any such adjustment, the
Company may amend such applicable stockholder rights agreement to provide that
upon conversion of the Securities the Holders will receive, in addition to the
Capital Stock issuable upon such conversion, the rights which would have
attached to such Capital Stock if the rights had not become separated from the
Capital Stock under such applicable stockholder rights agreement.

                                       78
<PAGE>

                                   ARTICLE 12
                                  MISCELLANEOUS

     Section 12.01. Trust Indenture Act Controls. If any provision of this
Indenture limits, qualifies or conflicts with another provision which is
required to be included in this Indenture by the TIA, the provision required by
the TIA shall control. Each Subsidiary Guarantor in addition to performing its
obligations under its Subsidiary Guarantee shall perform such other obligations
as may be imposed upon it with respect to this Indenture under the TIA.

     Section 12.02. Notices. Any notice or communication shall be in writing
(including telecopy promptly confirmed in writing) and delivered in person or
mailed by first-class mail addressed as follows:

         if to the Company or any Subsidiary Guarantor:

         Chemed Corporation
         2600 Chemed Center
         255 East Fifth Street
         Cincinnati, OH 45202-4726
         Attention: [      ]
         Telecopy:  [      ]

         With a copy to:

         Cravath, Swaine & Moore LLP
         Worldwide Plaza
         825 Eighth Avenue
         New York, NY 10019
         Attention: Andrew J. Pitts
         Telecopy: 212-979-3700

                                       79
<PAGE>

         if to the Trustee:

         LaSalle Bank National Association
         135 South LaSalle Street, Suite 1560
         Chicago, Illinois 60603
         Attention: Corporate Trust Debt Services Division -
                    Chemed Corporation Notes due 2014
         Telecopy: (312) 904-4018

     For purposes of Section 2.05 (with respect to presentation of Securities
for payment or for registrations of transfer or exchange) if to the Trustee:

         LaSalle Bank National Association
         135 South LaSalle Street, Suite 1560
         Chicago, Illinois 60603
         Attention: Corporate Trust Debt Services Division -
                    Chemed Corporation Notes due 2014
         Telecopy: (312) 904-4018

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

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

     Failure to mail a notice or communication to a Securityholder or any defect
in it shall not affect its sufficiency with respect to other Securityholders. If
a notice or communication is mailed in the manner provided above, it is duly
given, whether or not the addressee receives it, except that notices to the
Trustee shall be effective only upon receipt.

     Section 12.03. Communication by Holders with other Holders. Securityholders
may communicate pursuant to TIA ss. 312(b) with other Securityholders with
respect to their rights under this Indenture or the Securities. The Company, the
Trustee, the Registrar and anyone else shall have the protection of TIA ss.
312(c).

                                       80
<PAGE>

     Section 12.04. Certificate and Opinion as to Conditions Precedent. Upon any
request or application by the Company to the Trustee to take or refrain from
taking any action under this Indenture, the Company shall furnish to the
Trustee:

     (a) an Officers' Certificate in form and substance reasonably satisfactory
to the Trustee stating that, in the opinion of the signers, all conditions
precedent, if any, provided for in this Indenture relating to the proposed
action have been complied with; and

     (b) an Opinion of Counsel in form and substance reasonably satisfactory to
the Trustee stating that, in the opinion of such counsel, all such conditions
precedent have been complied with.

     Section 12.05. Statements Required in Certificate or Opinion. Each
certificate or opinion with respect to compliance with a covenant or condition
provided for in this Indenture shall include:

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

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

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

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

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

     Section 12.06. When Securities Disregarded. In determining whether the
Holders of the required principal amount of Securities have concurred in any
direction, waiver or consent, Securities owned by the Company or by any Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with the Company shall be disregarded and deemed not to be
outstanding, except that, for the purpose of determining whether the Trustee
shall be protected in relying on any such direction, waiver or consent, only
Securities which a Trust Officer of the Trustee actually knows are so owned
shall be so disregarded. Also, subject to the foregoing, only Securities
outstanding at the time shall be considered in any such determination.

                                       81
<PAGE>

     Section 12.07. Rules by Trustee, Paying Agent and Registrar. The Trustee
may make reasonable rules for action by, or a meeting of, Securityholders. The
Registrar and the Paying Agent may make reasonable rules for their functions.

     Section 12.08. Legal Holidays. A "Legal Holiday" is a Saturday, a Sunday or
other day on which commercial banking institutions are authorized or required to
be closed in New York City. If a payment date is a Legal Holiday, payment shall
be made on the next succeeding day that is not a Legal Holiday, and no interest
or Additional Interest, if any, shall accrue for the intervening period. If a
Regular Record Date is a Legal Holiday, the Record Date shall not be affected.

     Section 12.09. Governing Law; Waiver of Jury Trial. THIS INDENTURE AND THE
SECURITIES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF NEW YORK.

     EACH OF THE COMPANY, EACH SUBSIDIARY GUARANTOR AND THE TRUSTEE HEREBY
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND
ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO
THIS INDENTURE, THE SECURITIES OR THE TRANSACTIONS CONTEMPLATED HEREBY;
PROVIDED, HOWEVER, THAT SUCH WAIVER OF TRIAL BY JURY BY THE COMPANY, EACH
SUBSIDIARY GUARANTOR AND THE TRUSTEE SHALL IN NO WAY LIMIT ANY AND ALL RIGHT TO
TRIAL BY JURY OF ANY HOLDER OF THE SECURITIES IN ANY LEGAL PROCEEDING ARISING
OUT OF OR RELATING TO THIS INDENTURE, THE SECURITIES OR THE TRANSACTIONS
CONTEMPLATED HEREBY.

     Section 12.10. No Recourse Against Others. An incorporator, director,
officer, employee, Affiliate or stockholder of the Company or any Subsidiary
Guarantor, solely by reason of this status, shall not have any liability for any
obligations of the Company or any Subsidiary Guarantor under the Securities,
this Indenture or the Subsidiary Guarantees or for any claim based on, in
respect of or by reason of such obligations or their creation. By accepting a
Security, each Securityholder shall waive and release all such liability. The
waiver and release shall be part of the consideration for the issue of the
Securities.

     Section 12.11. Successors. All agreements of the Company in this Indenture
and the Securities shall bind their respective successors. All agreements of the
Trustee in this Indenture shall bind its successors.

                                       82
<PAGE>

     Section 12.12. Multiple Originals. The parties may sign any number of
copies of this Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement. One signed copy is enough to prove this
Indenture.

     Section 12.13. Qualification of Indenture. The Company shall qualify this
Indenture under the TIA in accordance with the terms and conditions of the
Registration Rights Agreement and shall pay all reasonable costs and expenses
(including attorneys' fees and expenses for the Company and the Trustee)
incurred in connection therewith, including, but not limited to, costs and
expenses of qualification of this Indenture and the Securities and printing this
Indenture and the Securities. The Trustee shall be entitled to receive from the
Company any such Officers' Certificates, Opinions of Counsel or other
documentation as it may reasonably request in connection with any such
qualification of this Indenture under the TIA.

     Section 12.14. Table of Contents; Headings. The table of contents,
cross-reference sheet and headings of the Articles and Sections of this
Indenture have been inserted for convenience of reference only, are not intended
to be considered a part hereof and shall not modify or restrict any of the terms
or provisions hereof.

     Section 12.15. Severability Clause. In case any provision in this Indenture
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 and such provision shall be ineffective only to the extent of
such invalidity, illegality or unenforceability.



                [Remainder of the page intentionally left blank]

                                       83
<PAGE>

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

                         THE COMPANY

                                 CHEMED CORPORATION

                                 By: /s/   David P. Williams
                                    -------------------------
                                    Name:  David P. Williams
                                    Title: Vice President and CFO


<PAGE>


                            THE SUBSIDIARY GUARANTORS


                                 COMFORT CARE HOLDINGS, CO.
                                 JET RESOURCE, INC.
                                 ROTO-ROOTER CORPORATION
                                 ROTO-ROOTER SERVICES COMPANY
                                 NUROTOCO OF MASSACHUSETTS, INC.
                                 CONSOLIDATED HVAC, INC.
                                 ROTO-ROOTER GROUP, INC.
                                 R.R. UK, INC.
                                 ROTO-ROOTER DEVELOPMENT COMPANY
                                 VITAS HEALTHCARE CORPORATION
                                 VITAS HEALTHCARE CORPORATION OF CALIFORNIA
                                 VITAS HEALTHCARE CORPORATION OF CENTRAL FLORIDA
                                 VITAS HEALTHCARE CORPORATION OF FLORIDA
                                 VITAS HEALTHCARE CORPORATION OF ILLINOIS
                                 VITAS HEALTHCARE CORPORATION OF OHIO
                                 VITAS HEALTHCARE CORPORATION ATLANTIC
                                 VITAS HEALTHCARE CORPORATION MIDWEST
                                 VITAS HME SOLUTIONS, INC.
                                 VITAS HOLDINGS CORPORATION
                                 HOSPICE CARE INCORPORATED
                                 VITAS HOSPICE SERVICES, L.L.C.
                                 VITAS HEALTHCARE OF TEXAS, L.P.
                                 VITAS HEALTHCARE CORPORATION OF GEORGIA
                                 VITAS HEALTHCARE CORPORATION OF ARIZONA
                                 VITAS CARE SOLUTIONS, INC.

                                 By: /s/   David P. Williams
                                    --------------------------------------------
                                    Name:  David P. Williams
                                    Title: Vice President

<PAGE>

                                          THE TRUSTEE

                                              LASALLE BANK NATIONAL ASSOCIATION,
                                              as Trustee

                                              By: /s/   Margaret M. Muir
                                                 -------------------------------
                                                 Name:  Margaret M. Muir
                                                 Title: First Vice President

<PAGE>
                                                                      SCHEDULE A



The following  table sets forth the number of  Additional  Shares to be received
per $1,000  principal  amount of  Securities  pursuant to Section  11.03 of this
Indenture:
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------
                                   Stock Price
----------------------------------------------------------------------------------------------------------------------------
Effective Date        $65.90      $70.00    $80.00   $90.00    $100.00   $110.00     $120.00  $130.00    $140.00    $150.00
----------------------------------------------------------------------------------------------------------------------------
<S>                   <C>         <C>       <C>      <C>       <C>       <C>         <C>      <C>        <C>        <C>
May 15, 2007          2.7871      2.5785    1.9222   1.4714    1.1514    0.9178      0.7428   0.6091     0.5050     0.4226
May 15, 2008          2.7871      2.5876    1.8965   1.4357    1.1101    0.8757      0.7026   0.5720     0.4714     0.3927
May 15, 2009          2.7871      2.5733    1.8437   1.3647    1.0332    0.7993      0.6302   0.5051     0.4108     0.3382
May 15, 2010          2.7871      2.5281    1.7591   1.2627    0.9287    0.6994      0.5383   0.4226     0.3376     0.2739
May 15, 2011          2.7871      2.4544    1.6378   1.1211    0.7878    0.5684      0.4210   0.3199     0.2489     0.1979
May 15, 2012          2.7871      2.3160    1.4436   0.9182    0.5992    0.4033      0.2809   0.2030     0.1521     0.1178
May 15, 2013          2.7871      2.1106    1.1232   0.5854    0.3055    0.1646      0.0952   0.0609     0.0435     0.0340
May 15, 2014          2.7871      1.8817    0.2040   0.0000    0.0000    0.0000      0.0000   0.0000     0.0000     0.0000
----------------------------------------------------------------------------------------------------------------------------



-------------------------------------------------------------------------------
                                   Stock Price
-------------------------------------------------------------------------------
Effective Date        $160.00    $170.00   $180.00     $190.00     $200.00
-------------------------------------------------------------------------------
May 15, 2007          0.3563     0.3022    0.2577      0.2206      0.1894
May 15, 2008          0.3300     0.2794    0.2379      0.2037      0.1750
May 15, 2009          0.2815     0.2363    0.1999      0.1700      0.1453
May 15, 2010          0.2253     0.1873    0.1573      0.1330      0.1131
May 15, 2011          0.1603     0.1319    0.1100      0.0927      0.0787
May 15, 2012          0.0940     0.0768    0.0639      0.0539      0.0459
May 15, 2013          0.0283     0.0244    0.0214      0.0189      0.0167
May 15, 2014          0.0000     0.0000    0.0000      0.0000      0.0000
-------------------------------------------------------------------------------
</TABLE>



                                      A-1
<PAGE>

                                                                       EXHIBIT A

     THIS SECURITY HAS NOT BEEN  REGISTERED  UNDER THE UNITED STATES  SECURITIES
     ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND ACCORDINGLY, MAY NOT BE
     OFFERED  OR SOLD  EXCEPT AS SET  FORTH IN THE  FOLLOWING  SENTENCE.  BY ITS
     ACQUISITION HEREOF, THE HOLDER AGREES (1) THAT IT WILL NOT WITHIN THE LATER
     OF (X) TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS SECURITY AND (Y) THREE
     MONTHS AFTER IT CEASES TO BE AN  AFFILIATE  (WITHIN THE MEANING OF RULE 144
     ADOPTED  UNDER THE  SECURITIES  ACT) OF THE  COMPANY,  RESELL OR  OTHERWISE
     TRANSFER THE SECURITY  EVIDENCED  HEREBY OR THE CAPITAL STOCK ISSUABLE UPON
     CONVERSION  OF  SUCH  SECURITY,  EXCEPT  (A) TO THE  COMPANY;  (B)  UNDER A
     REGISTRATION  STATEMENT  THAT HAS BEEN DECLARED  EFFECTIVE (OR  DESIGNATED)
     UNDER THE SECURITIES ACT; (C) TO A PERSON THE SELLER REASONABLY BELIEVES IS
     A QUALIFIED  INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A ADOPTED UNDER THE
     SECURITIES  ACT) THAT IS PURCHASING  FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT
     OF ANOTHER QUALIFIED  INSTITUTIONAL  BUYER AND TO WHOM NOTICE IS GIVEN THAT
     THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, ALL IN COMPLIANCE WITH
     RULE 144A (IF AVAILABLE);  OR (D) UNDER ANY OTHER AVAILABLE  EXEMPTION FROM
     THE REGISTRATION  REQUIREMENTS OF THE SECURITIES ACT; AND (2) THAT IT WILL,
     PRIOR TO ANY  TRANSFER OF THIS  SECURITY  WITHIN THE LATER OF (X) TWO YEARS
     AFTER THE ORIGINAL  ISSUANCE OF THIS SECURITY AND (Y) THREE MONTHS AFTER IT
     CEASES TO BE AN AFFILIATE (WITHIN THE MEANING OF RULE 144 ADOPTED UNDER THE
     SECURITIES ACT) OF THE COMPANY,  FURNISH TO THE TRUSTEE AND THE ISSUER SUCH
     CERTIFICATIONS,  LEGAL  OPINIONS  OR OTHER  INFORMATION  AS MAY BE REQUIRED
     PURSUANT  TO THE  INDENTURE  TO CONFIRM  THAT SUCH  TRANSFER  IS BEING MADE
     PURSUANT TO AN  EXEMPTION  FROM,  OR IN A  TRANSACTION  NOT SUBJECT TO, THE
     REGISTRATION  REQUIREMENTS OF THE SECURITIES ACT. AS USED HEREIN,  THE TERM
     "UNITED  STATES"  HAS THE  MEANING  GIVEN TO IT BY  REGULATION  S UNDER THE
     SECURITIES ACT.

     UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
     DEPOSITORY  TRUST COMPANY,  A NEW YORK CORPORATION  ("DTC"),  NEW YORK, NEW
     YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
     PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.
     OR IN SUCH OTHER NAME AS IS REQUESTED BY AN  AUTHORIZED  REPRESENTATIVE  OF
     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>


     TRANSFERS OF THIS GLOBAL  SECURITY  SHALL BE LIMITED TO TRANSFERS IN WHOLE,
     BUT NOT IN PART,  TO  NOMINEES  OF DTC OR TO A  SUCCESSOR  THEREOF  OR SUCH
     SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL
     BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE  RESTRICTIONS SET FORTH
     IN THE INDENTURE REFERRED TO IN THE TERMS OF SECURITIES ATTACHED HERETO.

                                      A-2
<PAGE>

     No.[ ]                                 Principal Amount $[principal amount]
                                 [include in global security only: as revised by
                                      the Schedule of Increases and Decreases in
                                               Global Security attached hereto.]

                                                            CUSIP No.: 16359RAB9
                                                              ISIN: US16359RAB96

                    1.875% Convertible Senior Notes due 2014

     Chemed Corporation, a Delaware corporation, promises to pay to Cede & Co.,
or registered assigns, the principal sum of [principal amount] Dollars [include
in global security only: as revised by the Schedule of Increases and Decreases
in Global Security attached hereto], on May 15, 2014.

     Interest Payment Dates: May 15 and November 15
     Regular Record Dates: May 1 and November 1

     Additional provisions of this Security are set forth on the attached "Terms
of Securities."

     Dated:

                                      A-3
<PAGE>


                                                    CHEMED CORPORATION

                                                    By:
                                                       -------------------------
                                                       Name:
                                                       Title:
TRUSTEE'S CERTIFICATE OF AUTHENTICATION

LASALLE BANK NATIONAL ASSOCIATION,
as Trustee, certifies that this is one of the
Securities referred to in the Indenture.
By:
   ------------------------------------------
    Authorized Signatory


                                      A-1
<PAGE>


                               TERMS OF SECURITIES

                    1.875% Convertible Senior Notes due 2014

     The Company issued the Securities under an Indenture dated as of May 14,
2007 (as it may be amended or supplemented from time to time in accordance with
the terms thereof, the "Indenture"), among the Company, the Subsidiary
Guarantors and the Trustee, to which reference is hereby made for a description
of the rights, limitations of rights, obligations, duties and immunities
thereunder of the Trustee, the Company, the Subsidiary Guarantors and the
Holders. Additional Securities may be issued under the Indenture in an unlimited
aggregate principal amount subject to certain conditions specified in the
Indenture. Capitalized terms used but not defined herein shall have the meanings
assigned to them in the Indenture.

1) Interest
   --------

     Chemed Corporation, a Delaware corporation (such corporation, and its
successors and assigns under the Indenture hereinafter referred to, being herein
called the "Company"), promises to pay interest on the principal amount of this
Security at the rate of 1.875% per annum until May 15, 2014.

     The Company will pay interest semiannually on May 15 and November 15 of
each year commencing November 15, 2007. Interest on the Securities will accrue
from the most recent date to which interest has been paid on the Securities or,
if no interest has been paid, from May 14, 2007 or any later issue date in
respect of Additional Securities. Interest will be computed on the basis of a
360-day year of twelve 30-day months.

     The Holder of this Security after 5:00 p.m., New York City time, on a
Regular Record Date shall be entitled to receive interest (including any
Additional Interest), on this Security on the corresponding interest payment
date. The Holder of this Security after 5:00 p.m., New York City time, on a
Regular Record Date will receive payment of interest (including any Additional
Interest) payable on the corresponding interest payment date notwithstanding the
conversion of this Security at any time after the close of business on such
Regular Record Date. If this Security is surrendered for conversion during the
period after 5:00 p.m., New York City time, on any Regular Record Date to 9:00
a.m., New York City time, on the corresponding interest payment date, it must be
accompanied by payment of an amount equal to the interest (including any
Additional Interest) that the Holder is to receive on the Securities.
Notwithstanding the foregoing, no such payment of interest (including any
Additional Interest) need be made by any converting Holder (i) for conversions
on or following March 1, 2014, (ii) if the Company has specified a Fundamental
Change Purchase Date during such period, or (iii) to the extent of any overdue
interest (including any Additional Interest) existing at the time of conversion
of such Security. Except where this Security is surrendered for conversion and
must be accompanied by payment as described above, no interest or Additional
Interest thereon will be payable by the Company on any interest payment date
subsequent to the date of conversion, and delivery of the cash and shares of
Capital Stock, if applicable, pursuant to Article 11 of the Indenture, together
with any cash payment for any fractional share, upon conversion will be deemed
to satisfy the Company's obligation to pay the principal amount of the
Securities and accrued and unpaid interest and Additional Interest, if any, to,
but not including, the related Conversion Date.

                                      A-5
<PAGE>

2) Method of Payment
   -----------------

     By no later than 11:00 a.m. (New York City time) on the date on which any
principal of or interest (including any Additional Interest), on any Security is
due and payable, the Company shall deposit with the Paying Agent money
sufficient to pay such amount. The Company will pay principal and interest in
money of the United States that at the time of payment is legal tender for
payment of public and private debts. Payments in respect of Securities
represented by a Global Security (including principal and interest (including
any Additional Interest)) will be made by wire transfer of immediately available
funds to the accounts specified by The Depository Trust Company. The Company
will pay principal of Definitive Securities at the office or agency designated
by the Company in Chicago, Illinois. Interest (including any Additional
Interest), on Definitive Securities will be payable (i) to Holders having an
aggregate principal amount of $5,000,000 or less, by check mailed to the Holders
of these Securities and (ii) to Holders having an aggregate principal amount of
more than $5,000,000, either by check mailed to each Holder or, upon application
by a Holder to the Registrar not later than the relevant Record Date, by wire
transfer in immediately available funds to that Holder's account within the
United States, which application shall remain in effect until the Holder
notifies, in writing, the Registrar to the contrary.

3) Purchase at the Option of the Holder Upon a Fundamental Change
   --------------------------------------------------------------

     If a Fundamental Change shall occur at any time, each Holder shall have the
right, at such Holder's option and subject to the terms and conditions of the
Indenture, to require the Company to purchase all or a portion of its Securities
at a Fundamental Change Purchase Price specified in the Indenture.

4) Conversion
   ----------

     Subject to the conditions and procedures set forth in the Indenture, and
during the periods specified in the Indenture, a Holder may convert Securities,
on or prior to the close of business on the third Business Day immediately
preceding Stated Maturity, into cash and shares of Capital Stock, if any, at the
Conversion Rate.

     The initial Conversion Rate is 12.3874 shares of Capital Stock per $1,000
principal amount of Securities, subject to adjustment in certain events
described in the Indenture. Upon conversion, the Company will pay cash and
shares of Capital Stock, if any, based on a Daily Conversion Value calculated on
a proportionate basis for each day of the 40-day Observation Period, as set
forth in the Indenture.

     A Holder may convert a portion of the Securities only if the principal
amount of such portion is $1,000 or a multiple of $1,000. No payment or
adjustment shall be made for dividends on the Capital Stock except as provided
in the Indenture.

                                      A-6
<PAGE>

5) Denominations; Transfer; Exchange
   ---------------------------------

     The Securities are in registered form without coupons in denominations of
principal amount of $1,000 and whole multiples of $1,000. A Holder may transfer
or exchange Securities in accordance with the Indenture. The Registrar may
require a Holder, among other things, to furnish appropriate endorsements or
transfer documents and to pay any taxes and fees required by law or permitted by
the Indenture. The Registrar need not register the transfer of or exchange of
Securities surrendered for conversion or, if a portion of any Security is
surrendered for conversion, the portion thereof surrendered for conversion.

6) Persons Deemed Owners
   ---------------------

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

7) Unclaimed Money
   ---------------

     If money for the payment of principal or interest (including any Additional
Interest) remains unclaimed for two years, the Trustee or Paying Agent shall pay
the money back to the Company. After any such payment, Holders entitled to the
money must look only to the Company and not to the Trustee for payment.

8) Amendment, Waiver
   -----------------

     The Indenture contains provisions permitting an amendment of the Indenture
or the Securities with the written consent of the Holders of at least a majority
in principal amount of the then outstanding Securities and the waiver of any
Event of Default (other than with respect to nonpayment or in respect of a
provision that cannot be amended without the written consent of each
Securityholder affected) or noncompliance with any provision with the written
consent of the Holders of a majority in principal amount of the then outstanding
Securities.

     In addition, the Indenture permits an amendment of the Indenture or the
Security without the consent of any Securityholder under circumstances specified
in the Indenture.

9) Defaults and Remedies
   ---------------------

     If an Event of Default specified in the Indenture occurs and is continuing,
the Trustee or the Holders of at least 25% in principal amount of the Securities
may declare all the Securities by notice to the Company to be due and payable
immediately. In addition, certain specified Events of Default will cause the
Securities to become immediately due and payable without further action by the
Holders.

     Securityholders may not enforce the Indenture or the Securities except as
provided in the Indenture. The Trustee may refuse to enforce the Indenture or
the Securities unless it receives reasonable indemnity or security. Subject to
certain limitations, Holders of a majority in principal amount of the Securities
may direct the Trustee in its exercise of any trust or power. The Trustee may
withhold from Securityholders notice of any continuing Default or Event of
Default (except a Default or Event of Default in payment of principal or
interest (including any Additional Interest)) if it determines that withholding
notice is in their interest.

                                      A-7
<PAGE>

10) Trustee Dealings with the Company
    ---------------------------------

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

11) No Recourse Against Others
    --------------------------

     An incorporator, director, Officer, employee, Affiliate or stockholder, of
each of the Company, or any Subsidiary Guarantor, solely by reason of this
status, shall not have any liability for any obligations of the Company or any
Subsidiary Guarantor under the Securities, the Indenture or any Subsidiary
Guarantee or for any claim based on, in respect of or by reason of such
obligations or their creation. By accepting a Security, each Securityholder
waives and releases all such liability. The waiver and release are part of the
consideration for the issue of the Securities.

12) Authentication
    --------------

     This Security shall not be valid until an authorized signatory of the
Trustee manually authenticates this Security.

13) Abbreviations
    -------------

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

14) CUSIP Numbers
    -------------

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

                                      A-8
<PAGE>


15) Governing Law
    -------------

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

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

                               Chemed Corporation
                               2600 Chemed Center
                              255 East Fifth Street
                            Cincinnati, OH 45202-4726
                           Attention: Naomi C. Dallob


                                      A-9
<PAGE>


                                 ASSIGNMENT FORM

                To assign this Security, fill in the form below:
                  I or we assign and transfer this Security to

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

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

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

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

    Date:_____________________________     Your Signature:______________________

Signature Guarantee:______________________________________________________
                         (Signature must be guaranteed)

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

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

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

                              CHECK ONE BOX BELOW:

|_| 1     acquired for the undersigned's own account, without transfer; or

|_| 2     transferred to the Company; or

|_| 3     transferred pursuant to an effective registration statement under the
          Securities Act of 1933, as amended (the "Securities Act"); or

|_| 4     transferred pursuant to and in compliance with Rule 144A under the
          Securities Act; or

|_| 5     transferred pursuant to another available exemption from the
          registration requirements of the Securities Act.

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

                                      A-10
<PAGE>

                                                     ---------------------------
                                                     Signature:

Signature Guarantee:


----------------------------------                   ---------------------------
(Signature must be guaranteed)                       Signature:

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

TO BE COMPLETED BY PURCHASER IF (1) OR (3) ABOVE IS CHECKED.

The undersigned represents and warrants that it is purchasing this 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, as amended,
and is aware that the sale to it is being made in reliance on Rule 144A and
acknowledges that it has received such information regarding the Company as the
undersigned has requested pursuant to Rule 144A or has determined not to request
such information and that it is aware that the transferor is relying upon the
undersigned's foregoing representations in order to claim the exemption from
registration provided by Rule 144A.


----------------------------------
Dated:

                                      A-11
<PAGE>


              SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY

The following increases or decreases in this Global Security have been made:
<TABLE>
<CAPTION>
<S>   <C>                    <C>                       <C>                      <C>
                                                        Principal Amount of
       Amount of decrease in  Amount of increase in     this Global Security     Signature of authorized
       Principal Amount of    Principal Amount of this  following such decrease  signatory of Trustee or
Date   this Global Security   Global Security           or increase              Securities Custodian
------ ---------------------  ------------------------  -----------------------  -----------------------
</TABLE>


                                      A-12
<PAGE>


                            FORM OF CONVERSION NOTICE

To: Chemed Corporation

     The undersigned registered holder of this Security hereby exercises the
option to convert this Security, or portion hereof (which is $1,000 principal
amount or a multiple thereof) designated below, for cash and shares of Capital
Stock of Chemed Corporation, if any, in accordance with the terms of the
Indenture referred to in this Security, and directs that cash and the shares, if
any, issuable and deliverable upon such conversion, and any Securities
representing any unconverted principal amount hereof, be issued and delivered to
the registered holder hereof unless a different name has been indicated below.
If cash, shares or any portion of this Security not converted are to be issued
in the name of a Person other than the undersigned, the undersigned shall pay
all transfer taxes payable with respect thereto.

     This notice shall be deemed to be an irrevocable exercise of the option to
convert this Security.

Dated:
                         -------------------------------------------------------
                         -------------------------------------------------------
                                             Signature(s)

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

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

                                           Signature Guarantee

Fill in for registration
of shares if to be
delivered, and
Securities if to be
issued other than to and
in the name of
registered holder:

------------------------
(Name)                   Principal amount to be converted (if less than all):
                         $__________,000

------------------------
(Street Address)

------------------------ -------------------------------------------------------
(City state and zip      Social Security or Other Taxpayer Number
code)
Please print name and
address

                                      B-13
<PAGE>


                   FORM OF FUNDAMENTAL CHANGE PURCHASE NOTICE


To: Chemed Corporation

     The undersigned registered holder of this Security hereby acknowledges
receipt of a notice from Chemed Corporation (the "Company") as to the occurrence
of a Fundamental Change with respect to the Company and requests and instructs
the Company to repurchase this Security, or the portion hereof (which is $1,000
principal amount or a multiple thereof) designated below, in accordance with the
terms of the Indenture referred to in this Security and directs that the check
or Capital Stock of the Company, as applicable, in payment for this Security or
the portion thereof and any Securities representing any unrepurchased principal
amount hereof, be issued and delivered to the registered holder hereof unless a
different name has been indicated below. If any portion of this Security not
repurchased is to be issued in the name of a Person other than the undersigned,
the undersigned shall pay all transfer taxes payable with respect thereto.

Dated:

                         -------------------------------------------------------
                         -------------------------------------------------------
                                             Signature(s)

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

                         -------------------------------------------------------
                                          Signature Guarantee

Fill in if a check is to be issued, or Securities are to be issued, other than
to and in the name of registered holder:

------------------------
(Name)
                                     Principal amount to be purchased
                                   (if less than all): $___________,000
------------------------
(Street Address)

------------------------ -------------------------------------------------------
(City state and zip              Social Security or Other Taxpayer Number
code)
Please print name and
address

                                      B-14
<PAGE>


                                                                       EXHIBIT B

            FORM OF INDENTURE SUPPLEMENT TO ADD SUBSIDIARY GUARANTORS

     This Supplemental Indenture, dated as of [__________] (this "Supplemental
Indenture" or "Guarantee"), among [name of future Subsidiary Guarantor] (the
"Guarantor"), Chemed Corporation (together with its successors and assigns, the
"Company"), each other then existing Subsidiary Guarantor under the Indenture
referred to below, and LaSalle Bank National Association, as Trustee under the
Indenture referred to below.

                              W I T N E S S E T H:

     WHEREAS, the Company, the Subsidiary Guarantors and the Trustee have
heretofore executed and delivered an Indenture, dated as of May 19, 2007 (as
amended, supplemented, waived or otherwise modified, the "Indenture"), providing
for the issuance of 1.875% Convertible Senior Notes due 2014 of the Company (the
"Securities");

     WHEREAS, pursuant to Section 8.01 of the Indenture, the Trustee and the
Company are authorized to execute and deliver this Supplemental Indenture to
amend the Indenture, without the consent of any Securityholder;

     NOW, THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the
Guarantor, the Company, the other Subsidiary Guarantors and the Trustee mutually
covenant and agree for the equal and ratable benefit of the Holders of the
Securities as follows:

                                    ARTICLE I
                                   DEFINITIONS

     Section 1.01. Defined Terms. As used in this Supplemental Indenture, terms
defined in the Indenture or in the preamble or recital hereto are used herein as
therein defined, except that the term "Holders" in this Guarantee shall refer to
the term "Holders" as defined in the Indenture and the Trustee acting on behalf
or for the benefit of such Holders. The words "herein," "hereof" and "hereby"
and other words of similar import used in this Supplemental Indenture refer to
this Supplemental Indenture as a whole and not to any particular section hereof.

                                   ARTICLE II
                        AGREEMENT TO BE BOUND; GUARANTEE


                                      B-1
<PAGE>


     Section 2.01. Agreement to be Bound. The Guarantor hereby becomes a party
to the Indenture as a Subsidiary Guarantor and as such will have all of the
rights and be subject to all of the obligations and agreements of a Subsidiary
Guarantor under the Indenture. The Guarantor agrees to be bound by all of the
provisions of the Indenture applicable to a Subsidiary Guarantor and to perform
all of the obligations and agreements of a Subsidiary Guarantor under the
Indenture.

     Section 2.02. Guarantee. The Guarantor fully, unconditionally and
irrevocably Guarantees to each Holder of the Securities and the Trustee the
Obligations pursuant to Article 9 of the Indenture.

                                   ARTICLE III
                                  MISCELLANEOUS

     Section 3.01. Notices. All notices and other communications to the
Guarantor shall be given as provided in the Indenture to the Guarantor, at its
address set forth below, with a copy to the Company as provided in the Indenture
for notices to the Company.

     Section 3.02. Parties. Nothing expressed or mentioned herein is intended or
shall be construed to give any Person, firm or corporation, other than the
Holders and the Trustee, any legal or equitable right, remedy or claim under or
in respect of this Supplemental Indenture or the Indenture or any provision
herein or therein contained.

     Section 3.03. Governing Law. This Supplemental Indenture shall be governed
by, and construed in accordance with, the laws of the State of New York.

     Section 3.04. Severability Clause. In case any provision in this
Supplemental Indenture 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 and such provision shall be ineffective only to the
extent of such invalidity, illegality or unenforceability.

     Section 3.05. Ratification of Indenture; Supplemental Indentures Part of
Indenture. Except as expressly amended hereby, the Indenture is in all respects
ratified and confirmed and all the terms, conditions and provisions thereof
shall remain in full force and effect. This Supplemental Indenture shall form a
part of the Indenture for all purposes, and every Holder of Securities
heretofore or hereafter authenticated and delivered shall be bound hereby. The
Trustee makes no representation or warranty as to the validity or sufficiency of
this Supplemental Indenture.

                                      B-2
<PAGE>


     Section 3.06. Counterparts. The parties hereto may sign one or more copies
of this Supplemental Indenture in counterparts, all of which together shall
constitute one and the same agreement.

     Section 3.07. Headings. The headings of the Articles and the sections in
this Guarantee are for convenience of reference only and shall not be deemed to
alter or affect the meaning or interpretation of any provisions hereof.

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

                                            THE COMPANY


                                                CHEMED CORPORATION

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

<PAGE>


                                            [NAME OF NEW SUBSIDIARY GUARANTORS]

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

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

<PAGE>


                                          THE TRUSTEE

                                              LASALLE BANK NATIONAL ASSOCIATION,
                                              as Trustee

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