<PAGE>

                                                                     Exhibit 4.1




                          INSIGHT HEALTH SERVICES CORP.






                    9-7/8% SENIOR SUBORDINATED NOTES DUE 2011













                                    INDENTURE

                          Dated as of October 30, 2001




                    STATE STREET BANK AND TRUST COMPANY, N.A.

                                     TRUSTEE
<PAGE>
                             CROSS-REFERENCE TABLE*

<TABLE>
<CAPTION>
TRUST INDENTURE
 ACT SECTION                                                 INDENTURE SECTION

<S>                                                          <C>
310(a)(1).........................................................7.10
   (a)(2).........................................................7.10
   (a)(3).........................................................N.A.
   (a)(4).........................................................N.A.
   (a)(5).........................................................7.10
   (b)............................................................7.10
   (c)............................................................N.A.
311(a)............................................................7.11
   (b)............................................................7.11
   (c)............................................................N.A.
312(a)............................................................2.06
   (b)............................................................13.03
   (c)............................................................13.03
313(a)............................................................7.06, 13.03
   (b)(1).........................................................N.A.
   (b)(2).........................................................7.06, 7.07
   (c)............................................................7.06, 13.02
   (d)............................................................7.06
314(a)............................................................7.06, 13.05
   (b)............................................................N.A.
   (c)(1).........................................................N.A.
   (c)(2).........................................................N.A.
   (c)(3).........................................................N.A.
   (d)............................................................N.A.
   (e)............................................................13.05
   (f)............................................................N.A.
315(a)............................................................N.A.
   (b)............................................................N.A.
   (c)............................................................N.A.
   (d)............................................................N.A.
   (e)............................................................N.A.
316(a)(last sentence).............................................N.A.
   (a)(1)(A)......................................................N.A.
   (a)(1)(B)......................................................N.A.
   (a)(2).........................................................N.A.
   (b)............................................................N.A.
   (c)............................................................13.13
</TABLE>

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

<TABLE>
<CAPTION>
                                                                           Page

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

                                   ARTICLE ONE
                          DEFINITIONS AND INCORPORATION
                                  BY REFERENCE

Section 1.01   Definitions..................................................1
Section 1.02   Other Definitions...........................................20
Section 1.03   Incorporation by Reference of Trust Indenture Act...........21
Section 1.04   Rules of Construction.......................................22

                                   ARTICLE TWO
                                    THE NOTES

Section 2.01   Form and Dating.............................................22
Section 2.02   Execution and Authentication................................24
Section 2.03   Methods of Receiving Payments on the Notes..................24
Section 2.04   Registrar and Paying Agent..................................25
Section 2.05   Paying Agent to Hold Money in Trust.........................25
Section 2.06   Holder Lists................................................25
Section 2.07   Transfer and Exchange.......................................26
Section 2.08   Replacement Notes...........................................39
Section 2.09   Outstanding Notes...........................................39
Section 2.10   Treasury Notes..............................................40
Section 2.11   Temporary Notes.............................................40
Section 2.12   Cancellation................................................40
Section 2.13   Defaulted Interest..........................................40
Section 2.14   CUSIP Numbers...............................................41

                                  ARTICLE THREE
                           REDEMPTION AND PREPAYMENT;
                           SATISFACTION AND DISCHARGE

Section 3.01   Notices to Trustee..........................................41
Section 3.02   Selection of Notes to Be Redeemed...........................41
Section 3.03   Notice of Redemption........................................42
Section 3.04   Effect of Notice of Redemption..............................43
Section 3.05   Deposit of Redemption Price.................................43
Section 3.06   Notes Redeemed in Part......................................43
Section 3.07   Optional Redemption.........................................44
Section 3.08   Mandatory Redemption........................................44
Section 3.09   Repurchase Offers...........................................44
Section 3.10   Application of Trust Money..................................46
</TABLE>


                                       i
<PAGE>
<TABLE>
<CAPTION>
                                  ARTICLE FOUR
                                    COVENANTS

<S>                                                                       <C>
Section 4.01   Payment of Notes............................................47
Section 4.02   Maintenance of Office or Agency.............................47
Section 4.03   Reports.....................................................48
Section 4.04   Compliance Certificate......................................48
Section 4.05   Taxes.......................................................49
Section 4.06   Stay, Extension and Usury Laws..............................49
Section 4.07   Restricted Payments.........................................49
Section 4.08   Dividend and Other Payment Restrictions Affecting Restricted
                  Subsidiaries.............................................54
Section 4.09   Incurrence of Indebtedness and Issuance of Disqualified
                  Stock....................................................55
Section 4.10   Asset Sales.................................................58
Section 4.11   Transactions with Affiliates................................59
Section 4.12   Liens.......................................................60
Section 4.13   Corporate Existence.........................................61
Section 4.14   Limitation on Layering Debt.................................61
Section 4.15   Offer to Repurchase upon a Change of Control................61
Section 4.16   Limitation on Issuances and Sales of Capital Stock of
                  Restricted Subsidiaries..................................63
Section 4.17   Designation of Restricted and Unrestricted Subsidiaries.....63
Section 4.18   Payments for Consent........................................64
Section 4.19   Limitations on Issuances of Guarantees of Indebtedness......64
Section 4.20   Additional Guarantees.......................................65

                                  ARTICLE FIVE
                                   SUCCESSORS

Section 5.01   Merger, Consolidation or Sale of Assets.....................65

                                   ARTICLE SIX
                              DEFAULTS AND REMEDIES

Section 6.01   Events of Default...........................................67
Section 6.02   Acceleration................................................68
Section 6.03   Other Remedies..............................................69
Section 6.04   Waiver of Past Defaults.....................................69
Section 6.05   Control by Majority.........................................70
Section 6.06   Limitation on Suits.........................................70
Section 6.07   Rights of Holders of Notes to Receive Payment...............71
Section 6.08   Collection Suit by Trustee..................................71
Section 6.09   Trustee May File Proofs of Claim............................71
Section 6.10   Priorities..................................................72
Section 6.11   Undertaking for Costs.......................................72
</TABLE>


                                       ii
<PAGE>
<TABLE>
<CAPTION>
                                  ARTICLE SEVEN
                                     TRUSTEE

<S>                                                                       <C>
Section 7.01   Duties of Trustee...........................................72
Section 7.02   Certain Rights of Trustee...................................74
Section 7.03   Individual Rights of Trustee................................74
Section 7.04   Trustee's Disclaimer........................................75
Section 7.05   Notice of Defaults..........................................75
Section 7.06   Reports by Trustee to Holders of the Notes..................75
Section 7.07   Compensation and Indemnity..................................75
Section 7.08   Replacement of Trustee......................................76
Section 7.09   Successor Trustee by Merger, Etc............................77
Section 7.10   Eligibility; Disqualification...............................77
Section 7.11   Preferential Collection of Claims Against Company...........78

                                  ARTICLE EIGHT
                       DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01   Option to Effect Legal Defeasance or Covenant Defeasance....78
Section 8.02   Legal Defeasance and Discharge..............................78
Section 8.03   Covenant Defeasance.........................................79
Section 8.04   Conditions to Legal or Covenant Defeasance..................79
Section 8.05   Deposited Money and U.S. Government Obligations to Be Held in
                  Trust; Other Miscellaneous Provisions....................80
Section 8.06   Repayment to the Company....................................81
Section 8.07   Reinstatement...............................................81

                                  ARTICLE NINE
                        AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01   Without Consent of Holders of Notes.........................82
Section 9.02   With Consent of Holders of Notes............................83
Section 9.03   Compliance with Trust Indenture Act.........................85
Section 9.04   Revocation and Effect of Consents...........................85
Section 9.05   Notation on or Exchange of Notes............................85
Section 9.06   Trustee to Sign Amendments, Etc.............................85

                                   ARTICLE TEN
                                  SUBORDINATION

Section 10.01  Agreement to Subordinate....................................86
Section 10.02  Liquidation; Dissolution; Bankruptcy........................86
Section 10.03  Default on Designated Senior Indebtedness...................86
Section 10.04  Acceleration of Securities..................................87
Section 10.05  When Distribution Must Be Paid Over.........................87
Section 10.06  Notice by the Company.......................................88
Section 10.07  Subrogation.................................................88
</TABLE>


                                       ii
<PAGE>
<TABLE>
<S>                                                                       <C>
Section 10.08  Relative Rights.............................................88
Section 10.09  Subordination May Not Be Impaired by the Company............89
Section 10.10  Distribution or Notice to Representative....................89
Section 10.11  Rights of Trustee and Paying Agent..........................89
Section 10.12  Authorization to Effect Subordination.......................89

                                 ARTICLE ELEVEN
                                   GUARANTEES

Section 11.01  Guarantee...................................................90
Section 11.02  Subordination of Guarantee..................................91
Section 11.03  Limitation on Guarantor Liability...........................91
Section 11.04  Execution and Delivery of Guarantee.........................92
Section 11.05  Releases of Guarantors......................................92

                                 ARTICLE TWELVE
                           SATISFACTION AND DISCHARGE

Section 12.01  Satisfaction and Discharge..................................93
Section 12.02  Deposited Money and U.S. Government Obligations to Be Held
                  in Trust; Other Miscellaneous Provisions.................94
Section 12.03  Repayment to the Company....................................94

                                ARTICLE THIRTEEN
                                  MISCELLANEOUS

Section 13.01  Trust Indenture Act Controls................................95
Section 13.02  Notices.....................................................95
Section 13.03  Communication by Holders of Notes with Other Holders of
                  Notes....................................................96
Section 13.04  Certificate and Opinion as to Conditions Precedent..........96
Section 13.05  Statements Required in Certificate or Opinion...............97
Section 13.06  Rules by Trustee and Agents.................................97
Section 13.07  No Personal Liability of Directors, Officers, Employees and
                  Stockholders.............................................97
Section 13.08  Governing Law...............................................98
Section 13.09  Consent to Jurisdiction.....................................98
Section 13.10  No Adverse Interpretation of Other Agreements...............98
Section 13.11  Successors..................................................98
Section 13.12  Severability................................................99
Section 13.13  Counterpart Originals.......................................99
Section 13.14  Acts of Holders.............................................99
Section 13.15  Benefit of Indenture.......................................100
Section 13.16  Table of Contents, Headings, Etc...........................101
Section 13.17  Trustee Not Fiduciary for Holders of Senior Indebtedness...101
</TABLE>


                                       iv
<PAGE>
<TABLE>
<CAPTION>
                                    EXHIBITS

<S>         <C>
Exhibit A1  FORM OF NOTE

Exhibit A2  FORM OF REGULATION S TEMPORARY GLOBAL NOTE

Exhibit B   FORM OF CERTIFICATE OF TRANSFER

Exhibit C   FORM OF CERTIFICATE OF EXCHANGE

Exhibit D   FORM OF CERTIFICATE OF ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

Exhibit E   FORM OF NOTATION OF GUARANTEE

Exhibit F   FORM OF SUPPLEMENTAL INDENTURE

SCHEDULE I     EXISTING INDEBTEDNESS

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


                                       v
<PAGE>
            INDENTURE dated as of October 30, 2001 among InSight Health
Services Corp., a Delaware corporation (the "COMPANY"), InSight Health
Services Holdings Corp., a Delaware Corporation, (the "PARENT"),  the
Subsidiary Guarantors (as defined below) and State Street Bank and Trust
Company, N.A., a national banking association, as trustee.

            The Company, the Parent the Subsidiary Guarantors and the Trustee
(as defined below) agree as follows for the benefit of each other and for the
equal and ratable benefit of the Holders (as defined below) of the 9-7/8% Senior
Subordinated Notes due 2011:

                                  ARTICLE ONE
                          DEFINITIONS AND INCORPORATION
                                  BY REFERENCE

Section 1.01      Definitions.


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

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

                  "ADDITIONAL NOTES" means up to $100 million aggregate
principal amount of Notes (other than the Notes issued on the date hereof)
issued under this Indenture in accordance with Sections 2.02 and 4.09 hereof.

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

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

                  "AGENT BANK" means Bank of America, N.A. and its successors
under the Credit Agreement, in its capacity as administrative agent.

                  "APPLICABLE PROCEDURES" means, with respect to any transfer or
exchange of or for beneficial interests in any Global Note, the rules and
procedures of the Depositary, Euroclear and Clearstream that apply to such
transfer or exchange.
<PAGE>
                  "ASSET SALE" means (i) the sale, lease, conveyance or other
disposition of any assets (including, without limitation, by way of merger,
consolidation or similar arrangement) (collectively, a "transfer") by the
Company or any Restricted Subsidiary other than in the ordinary course of
business and (ii) the issue or sale by the Company or any of its Restricted
Subsidiaries of Shares of Capital Stock of any of the Company's Restricted
Subsidiaries (which will be deemed to include the sale, grant or conveyance of
any interest in the income, profits or proceeds therefrom), in the case of
either clause (i) or (ii), whether in a single transaction or a series of
related transactions (x) that have a fair market value in excess of $2 million
or (y) for Net Cash Proceeds in excess of $2 million. For the purposes of this
definition, the term "Asset Sale" does not include (a) any transfer of
properties or assets (i) that is governed by Sections 4.07, 4.16 (to the extent
of paragraph (a) thereof) or 5.01 hereof, (ii) between or among the Company and
its Restricted Subsidiaries pursuant to transactions that do not violate any
other provision of this Indenture or (iii) representing obsolete or permanently
retired equipment and facilities or (b) the sale or exchange of equipment in
connection with the purchase or other acquisition of other equipment, in each
case used in the business of the Company or its Restricted Subsidiaries as it
was in existence on the Reference Date or any business determined by the Board
of the Company in its good faith judgment to be reasonably related thereto.
Notwithstanding anything to the contrary set forth above, a disposition of
Receivables and Related Assets other than pursuant to a Receivables Program
contemplated under the provisions described in Section 4.09(c)(xiii) shall be
deemed to be an Asset Sale.

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

                  "BANKS" means the banks and other financial institutions that
from time to time are lenders under the Credit Agreement.

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

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

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

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

                  "BUSINESS DAY" means each Monday, Tuesday, Wednesday, Thursday
and Friday which is not a day on which banking institutions in New York are
authorized or obligated by law


                                       2
<PAGE>
or executive order to close. If a payment date is not a Business Day, payment
may be made on the next succeeding day that is a Business Day, and no interest
shall accrue on such payment for the intervening period.

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

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

                  "CASH EQUIVALENTS" means, at any date, (a) securities issued
or directly and fully guaranteed or insured by the United States or any agency
or instrumentality thereof (provided that the full faith and credit of the
United States is pledged in support thereof) having maturities of not more than
twelve months from the date of acquisition, (b) U.S. dollar denominated time
deposits and certificates of deposit of (i) any lender under the Credit
Agreement, (ii) any domestic commercial bank of recognized standing having
capital and surplus in excess of $500,000,000 or (iii) any bank whose short-term
commercial paper rating from S&P is at least A-1 or the equivalent thereof or
from Moody's is at least P-1 or the equivalent thereof (any such bank being an
"Approved Lender"), in each case with maturities of not more than 270 days from
the date of acquisition, (c) commercial paper and variable or fixed rate notes
issued by any Approved Bank (or by the parent company thereof) or any variable
rate notes issued by, or guaranteed by, any domestic corporation rated A-1 (or
the equivalent thereof) or better by S&P or P-1 (or the equivalent thereof) or
better by Moody's and maturing within twelve months of the date of acquisition,
(d) repurchase agreements entered into by any Person with a bank or trust
company (including any of the lenders under the Credit Agreement) or recognized
securities dealer having capital and surplus in excess of $500,000,000 for
direct obligations issued by or fully guaranteed by the United States in which
such Person shall have a perfected first priority security interest (subject to
no other Liens) and having, on the date of purchase thereof, a fair market value
of at least 100% of the amount of the repurchase obligations and (e)
Investments, classified in accordance with GAAP as current assets, in money
market investment programs registered under the Investment Company Act of 1940,
as amended, which are administered by reputable financial institutions having
capital of at least $500,000,000 and the portfolios of which are limited to
Investments of the character described in the foregoing subdivisions (a) through
(d).

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

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


                                       3
<PAGE>
         and their Related Parties, become the beneficial owner (as defined
         above), directly or indirectly, of 35% or more of the Voting Stock of
         the Company or the Parent, as the case may be, and such person is or
         becomes, directly or indirectly, the beneficial owner of a greater
         percentage of the voting power of the Voting Stock of the Company or
         the Parent, as the case may be, calculated on a fully diluted basis,
         than the percentage beneficially owned by the Principals and their
         Related Parties;

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

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

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

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

                  "CLOSING DATE" means the date on which the $225 million in
aggregate principal amount of the Notes were originally issued under this
Indenture.

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

                  "COMPANY" means InSight Health Services Corp., a Delaware
corporation.

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

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


                                       4
<PAGE>
Restricted Subsidiary will be included in Consolidated EBITDA only to the extent
(and in the same proportion) that the net income of such Subsidiary was included
in calculating Consolidated Net Income for such period.

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

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

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

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

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

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

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

                  "CREDIT AGREEMENT" means the credit agreement, dated as of the
Reference Date, among the Company, the Parent, the Subsidiary Guarantors, the
lenders named therein, Bank of America, N.A., as administrative agent, First
Union National Bank, as syndication agent, and The CIT Group/Business Credit,
Inc., as documentation agent, providing for up to $225 million in term loan
borrowings and $50 million of revolving credit borrowings, including any related
notes, guarantees, collateral documents, instruments and agreements executed in
connection


                                       5
<PAGE>
therewith, as such credit agreement (and related notes, guarantees, collateral
documents, instruments and agreements executed in connection therewith) may be
amended, restated, supplemented, refinanced, extended or otherwise modified from
time to time.

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

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

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

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

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

                  "DESIGNATED SENIOR INDEBTEDNESS" means (i) so long as the
Senior Bank Debt is outstanding, the Senior Bank Debt and (ii) thereafter, any
other Senior Indebtedness permitted under this Indenture the principal amount of
which is $25 million or more and that has been specifically designated by the
Company, in the instrument creating or evidencing such Senior Indebtedness or in
an officers' certificate delivered to the Trustee, as "Designated Senior
Indebtedness."

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

                  "DISQUALIFIED STOCK" means any class or series of Capital
Stock that, either by its terms, by the terms of any security into which it is
convertible or exchangeable or by contract or otherwise (i) is or upon the
happening of an event or passage of time would be, required to be redeemed prior
to the final Stated Maturity of the Notes, (ii) is redeemable at the option of
the holder thereof, at any time prior to such final Stated Maturity or (iii) at
the option of the holder thereof is convertible into or exchangeable for debt
securities at any time prior to such final Stated Maturity; provided that any
Capital Stock that would constitute Disqualified Stock solely as a result of the
provisions therein giving holders thereof the right to cause the issuer thereof
to


                                       6
<PAGE>
repurchase or redeem such Capital Stock upon the occurrence of an "asset sale"
or "change of control" occurring prior to the Stated Maturity of the Notes will
not constitute Disqualified Stock if the "asset sale" or "change of control"
provisions applicable to such Capital Stock are no more favorable to the holders
of such Capital Stock than the provisions contained in Sections 4.10 and 4.15
hereof, and such Capital Stock specifically provides that the issuer will not
repurchase or redeem any such stock pursuant to such provisions prior to the
Company's repurchase of such Notes as are required to be repurchased pursuant to
the provisions contained in Sections 4.10 and 4.15 hereof.

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

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

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

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

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

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

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

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

                  "EXISTING NOTES" means the 9-5/8% Senior Subordinated Notes
Due 2008 of the Company.

                  "FACILITY" means any premises, together with the diagnostic
imaging and treatment equipment installed therein, used by the Company in the
conduct of the business of providing diagnostic imaging and information,
treatment and related management services.

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

                  "FIXED CHARGES" means, for any period, without duplication,
the sum of (a) the amount that, in conformity with GAAP, would be set forth
opposite the caption "interest


                                       7
<PAGE>
expense" (or any like caption) on a consolidated statement of operations of the
Company and its Restricted Subsidiaries for such period, including, without
limitation, (i) amortization of original issue discount, (ii) the net cost of
interest rate contracts (including, amortization of discounts), (iii) the
interest portion of any deferred payment obligation, (iv) amortization of debt
issuance costs, and (v) the interest component of Capitalized Lease Obligations,
plus (b) all dividends and distributions paid (whether or not in cash) on
Preferred Stock and Disqualified Stock by the Company or any Restricted
Subsidiary (to any Person other than the Company or any of its Restricted
Subsidiaries), other than dividends on Equity Interests payable solely in
Qualified Equity Interests of the Company, computed on a tax effected basis,
plus (c) all interest on any Indebtedness of any Person guaranteed by the
Company or any of its Restricted Subsidiaries or secured by a lien on the assets
of the Company or any of its Restricted Subsidiaries; provided that Fixed
Charges will not include (i) any gain or loss from extinguishment of debt,
including the write-off of debt issuance costs, and (ii) the fixed charges of a
Restricted Subsidiary to the extent (and in the same proportion) that the net
income of such Subsidiary was excluded in calculating Consolidated Net Income
pursuant to clause (e) of the definition thereof for such period.

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

                  "GENERALLY ACCEPTED ACCOUNTING PRINCIPLES" or "GAAP" means
generally accepted accounting principles in the United States, consistently
applied, that are in effect on the Closing Date.

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

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

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

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

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

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


                                       8
<PAGE>
exposure of such Person to, fluctuations in interest rates, and (ii) forward
exchange agreements, currency swap, currency option and other similar financial
agreements or arrangements designed to protect such Person against, or manage
the exposure of such Person to, fluctuations in foreign currency exchange rates.

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

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

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

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

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

                  "INITIAL PURCHASERS" means each of Banc of America Securities
LLC and First Union Securities, Inc. as initial purchasers under the Purchase
Agreement dated October 25, 2001, among the Company, the Guarantors, Banc of
America Securities LLC and First Union Securities, Inc.


                                       9
<PAGE>
                  "INSTITUTIONAL ACCREDITED INVESTOR" means an institution that
is an "accredited investor" as defined in Rule 501(a)(1), (2), (3) or (7) under
the Securities Act, who are not also QIBs.

                  "INVESTMENT" in any Person means, (i) directly or indirectly,
any advance, loan or other extension of credit (including, without limitation,
by way of guarantee or similar arrangement) or capital contribution to such
Person, the purchase or other acquisition of any stock, bonds, notes, debentures
or other securities issued by such Person, the acquisition (by purchase or
otherwise) of all or substantially all of the business or assets of such Person,
or the making of any investment in such Person, (ii) the designation of any
Restricted Subsidiary as an Unrestricted Subsidiary and (iii) the fair market
value of the Capital Stock (or any other Investment), held by the Company or any
of its Restricted Subsidiaries, of (or in) any Person that has ceased to be a
Restricted Subsidiary. Investments exclude endorsements for deposit or
collection in the ordinary course of business and extensions of trade credit on
commercially reasonable terms in accordance with normal trade practices.

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

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

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

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

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

                  "NET CASH PROCEEDS" means, with respect to any Asset Sale, the
proceeds thereof in the form of cash or Cash Equivalents, including payments in
respect of deferred payment obligations when received in the form of, or stock
or other assets when disposed for, cash or Cash Equivalents (except to the
extent that such obligations are financed or sold with recourse to the Company
or any Restricted Subsidiary), net of (a) brokerage commissions and other fees
and expenses (including fees and expenses of legal counsel and investment banks)
related to such Asset Sale, (b) provisions for all taxes payable as a result of
such Asset Sale, (c) payments made to retire Indebtedness where such
Indebtedness is secured by the assets that are the subject of such Asset Sale,
(d) amounts required to be paid to any Person (other than the Company or any
Restricted Subsidiary) owning a beneficial interest in the assets that are
subject to the Asset Sale


                                       10
<PAGE>
and (e) appropriate amounts to be provided by the Company or any Restricted
Subsidiary, as the case may be, as a reserve required in accordance with GAAP
against any liabilities associated with such Asset Sale and retained by the
seller after such Asset Sale, including pension and other post-employment
benefit liabilities, liabilities related to environmental matters and
liabilities under any indemnification obligations associated with such Asset
Sale.

                  "NON-PAYMENT EVENT OF DEFAULT" means any event (other than a
Payment Event of Default) the occurrence of which entitles one or more Persons
to accelerate the maturity of any Designated Senior Indebtedness.

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

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

                  "NOTES" means the 9-7/8% Senior Subordinated Notes due 2011 of
the Company issued on the date hereof and the Exchange Notes. The Notes and the
Additional Notes, if any, shall be treated as a single class for all purposes
under this Indenture.

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

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

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

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

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

                  "PARENT" means InSight Health Services Holdings Corp., a
Delaware corporation and its successors.


                                       11
<PAGE>
                  "PARI PASSU INDEBTEDNESS" means (a) with respect to the Notes,
Indebtedness that ranks pari passu in right of payment to the Notes and (b) with
respect to any Guarantee, Indebtedness that ranks pari passu in right of payment
to such Guarantee.

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

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

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

                  "PERMITTED INVESTMENTS" means any of the following:

                  (a) Investments in (i) United States dollars (including such
dollars as are held as overnight bank deposits and demand deposits with banks),
(ii) securities with a maturity of one year or less issued or directly and fully
guaranteed or insured by the United States or any agency or instrumentality
thereof (provided that the full faith and credit of the United States is pledged
in support thereof); (iii) certificates of deposit, Euro-dollar time deposits or
acceptances with a maturity of one year or less of any financial institution
that is a member of the Federal Reserve System having combined capital and
surplus of not less than $500,000,000; (iv) any shares of money market mutual or
similar funds having assets in excess of $500,000,000; (v) repurchase
obligations with a term not exceeding seven days for underlying securities of
the types described in clauses (ii) and (iii) above entered into with any
financial institution meeting the qualifications specified in clause (iii)
above; and (vi) commercial paper with a maturity of one year or less issued by a
corporation that is not an Affiliate of the Company and is organized under the
laws of any state of the United States or the District of Columbia and having a
rating (A) from Moody's of at least P-1 or (B) from S&P of at least A-1;

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

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

                  (d) Investments that were in existence on the Reference Date;

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

                  (f) loans or advances to officers, directors and employees of
the Company or any of its Restricted Subsidiaries made (i) in the ordinary
course of business in an amount not to exceed $5 million in the aggregate at any
one time outstanding or (ii) in connection with the


                                       12
<PAGE>
purchase by such Persons of Equity Interests of the Parent so long as the cash
proceeds of such purchase received by the Parent are contemporaneously remitted
by the Parent to the Company as a capital contribution;

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

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

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

                  "PERMITTED JOINT VENTURE" means any joint venture, partnership
or other Person designated by the Board of the Company, (i) at least 20% of
whose Capital Stock with voting power under ordinary circumstances to elect
directors (or Persons having similar or corresponding powers and
responsibilities) is at the time owned (beneficially or directly) by the Company
and/or by one or more Restricted Subsidiaries of the Company and if the Company
owns more than 50% of the Capital Stock of the Permitted Joint Venture, such
Permitted Joint Venture is either a Restricted Subsidiary of the Company or has
been designated as an Unrestricted Subsidiary of the Company in accordance with
the provisions of Section 4.17 hereof, (ii) (x) if it is an Unrestricted
Subsidiary, all Indebtedness of such Person is Non-Recourse Indebtedness or (y)
if it is a Person other than an Unrestricted Subsidiary, either all Indebtedness
of such Person is Non-Recourse Indebtedness or the only Indebtedness of such
Person that is not Non-Recourse Indebtedness is Indebtedness as to which any
guarantee provided by the Company or a Restricted Subsidiary complies with the
provisions of Sections 4.07 and 4.09 hereof, and (iii) which is engaged in a
Permitted Business; provided, that each of Berwyn Magnetic Resonance Center,
LLC, Garfield Imaging Center, Ltd., Tom's River Imaging Associates, L.P., St.
John's Regional Imaging Center, LLC, Dublin Diagnostic Imaging, LLC, Connecticut
Lithotripsy, LLC, Northern Indiana Oncology Center of Porter Memorial Hospital,
LLC, Lockport MRI, LLC, Wilkes-Barre Imaging, LLC, Sun Coast Imaging Center,
LLC, Granada Hills Open MRI, LLC, Daniel Freeman MRI, LLC, InSight-Premier
Health, LLC, Southern Connecticut Imaging Centers, LLC, Parkway Imaging Center,
LLC, Metabolic Imaging of Kentucky, LLC, Maine Molecular Imaging, LLC, Greater
Waterbury Imaging Center, L.P. and Central Maine Magnetic Imaging Associates
shall be deemed to be a Permitted Joint Venture. Any such designation (other
than with respect to the Persons identified in the preceding sentence) shall be
evidenced to the Trustee by promptly filing with the Trustee a copy of the


                                       13
<PAGE>
resolution giving effect to such designation and an officer's certificate
certifying that such designation complied with the foregoing provisions.

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

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

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

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

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

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


                                       14
<PAGE>
                  "PURCHASE MONEY OBLIGATIONS" of any Person means any
obligations of such Person to any seller or any other Person incurred or assumed
to finance the construction and/or acquisition of real or personal property to
be used in the business of such Person or any of its Subsidiaries in an amount
that is not more than 100% of the cost of such property, and incurred within 90
days after the date of such construction or acquisition (excluding accounts
payable to trade creditors incurred in the ordinary course of business);
provided that any Lien on such Indebtedness shall not extend to any property
other than the property so acquired or constructed.

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

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

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

                  "RECEIVABLES AND RELATED ASSETS" means accounts receivable,
instruments, chattel paper, health care insurance receivables, obligations,
general intangibles and other similar assets, including interest in merchandise
or goods, the sale or lease of which give rise to the foregoing, related
contractual rights, guarantees, insurance proceeds, collections, other related
assets and proceeds of all the foregoing.

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

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

                  "REFERENCE DATE" means October 17, 2001.

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

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

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

                  "REGULATION S PERMANENT GLOBAL NOTE" means a permanent global
Note in the form of Exhibit A1 hereto bearing the Global Note Legend and the
Private Placement Legend and deposited with or on behalf of and registered in
the name of the Depositary or its nominee,


                                       15
<PAGE>
issued in a denomination equal to the outstanding principal amount at maturity
of the Regulation S Temporary Global Note upon expiration of the Restricted
Period.

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

                  "RELATED PARTY" means:

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

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

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

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

                  "RESTRICTED DEFINITIVE NOTE" means a Definitive Note bearing
the Private Placement Legend.

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

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

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

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

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


                                       16
<PAGE>
                  "RULE 144A" means Rule 144A promulgated under the Securities
Act.

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

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

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

                  "SEC" means the Securities and Exchange Commission.

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

                  "SENIOR BANK DEBT" means the Obligations outstanding under the
Credit Agreement.

                  "SENIOR INDEBTEDNESS" " means (i) the Senior Bank Debt and any
Hedging Obligations owing by the Company or any Guarantor to any lender which is
a party to the Credit Agreement (or to any Affiliate of any such lender), (ii)
any other Indebtedness permitted to be incurred by the Company or any Restricted
Subsidiary under the terms of this Indenture and (iii) any Indebtedness of the
Parent, unless, in the case of clauses (ii) and (iii), the instrument under
which such Indebtedness is incurred expressly provides that it is subordinated
in right of payment to any Indebtedness for money borrowed. Notwithstanding
anything to the contrary in the foregoing, Senior Indebtedness will not include
(i) Indebtedness evidenced by the Notes or the Guarantees, (ii) Indebtedness of
the Company or any Guarantor that is expressly subordinated in right of payment
to any Senior Indebtedness of the Company or such Guarantor or the Notes or such
Guarantor's Guarantee, (iii) Indebtedness of the Company that by operation of
law is subordinate to any general unsecured obligations of the Company, (iv)
Indebtedness of the Company or any Guarantor to the extent incurred in violation
of this Indenture, (v) any liability for federal, state or local taxes or other
taxes, owed or owing by the Company or the Parent, (vi) trade account payables
owed or owing by the Company or any Guarantor, (vii) amounts owed by the Company
or any Guarantor for compensation to employees or for services rendered to the
Company or such Guarantor, (viii) Indebtedness of the Company to any Restricted
Subsidiary or any other Affiliate of the Company, (ix) Disqualified Stock of the
Company or any Guarantor and (x) Indebtedness which when incurred and without
respect to any election under Section 1111(b) of Title 11 of the United States
Code is without recourse to the Company or any Restricted Subsidiary.

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

                  "SIGNIFICANT SUBSIDIARY" means any Restricted Subsidiary of
the Company that, together with its Subsidiaries, (a) for the most recent fiscal
year of the Company, accounted for more than 10% of the consolidated net
revenues of the Company and its Subsidiaries, (b) as of the end of such fiscal
year, was the owner of more than 10% of the consolidated assets of the


                                       17
<PAGE>
Company and its Restricted Subsidiaries, in the case of either (a) or (b), as
set forth on the most recently available consolidated financial statements of
the Company for such fiscal year or (c) was organized or acquired after the
beginning of such fiscal year and would have been a Significant Subsidiary if it
had been owned during such entire fiscal year.

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

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

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

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

                  "SUBSIDIARY GUARANTORS" means, collectively, all Wholly Owned
Restricted Subsidiaries that are incorporated in the United States or a State
thereof or the District of Columbia.

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

                  "TRANSACTIONS" means, collectively, (i) the merger of InSight
Health Services Acquisition Corp. ("ACQUISITION CORP.") with and into the
Company pursuant to an Agreement and Plan of Merger, dated as of June 29, 2001,
among Acquisition Corp., the Parent and the Company, as amended, and the payment
of the purchase price thereunder, (ii) the initial funding under the Credit
Agreement, (iii) the equity contribution by the Equity Sponsors or their
Affiliates of $98,125,216 to the Parent, (iv) the rollover of options having a
net value of $1,874,784 by certain members of the Company's senior management
into options of the Parent, (v) the repurchase by Acquisition Corp. of all of
the Existing Notes and payment of accrued interest and tender premium thereon
and (vi) the repayment of then outstanding senior debt of the Company, in each
case as such transactions occurred on the Reference Date.

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


                                       18
<PAGE>
                  "TRUSTEE" means State Street Bank and Trust Company, N.A.,
until a successor replaces it in accordance with the applicable provisions of
this Indenture and thereafter means the successor serving hereunder.

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

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

                  "UNRESTRICTED SUBSIDIARY" means (a) any Subsidiary that is
designated by the Board of the Company as an Unrestricted Subsidiary in
accordance with Section 4.17 hereof and (b) any Subsidiary of an Unrestricted
Subsidiary.

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

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

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

                  "WEIGHTED AVERAGE LIFE TO MATURITY" means, as of the date of
determination with respect to any Indebtedness or Disqualified Stock, the
quotient obtained by dividing (a) the sum of the products of (i) the number of
years from the date of determination to the date or dates of each successive
scheduled principal or liquidation value payment of such Indebtedness or


                                       19

<PAGE>
Disqualified Stock, respectively, multiplied by (ii) the amount of each such
principal or liquidation value payment by (b) the sum of all such principal or
liquidation value payments.

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

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

Section 1.02 Other Definitions.

<TABLE>
<CAPTION>
                                                                             DEFINED
                                                                               IN
TERM                                                                         SECTION
<S>                                                                          <C>
"AUTHENTICATION ORDER" ................................................        2.02
"CHANGE OF CONTROL OFFER" .............................................        4.15
"CHANGE OF CONTROL PAYMENT" ...........................................        4.15
"CHANGE OF CONTROL PAYMENT DATE" ......................................        4.15
"COVENANT DEFEASANCE" .................................................        8.03
"DTC" .................................................................        2.01
"EVENT OF DEFAULT" ....................................................        6.01
"EXCESS PROCEEDS" .....................................................        4.10
"EXCESS PROCEEDS OFFER" ...............................................        4.10
"INCUR" ...............................................................        4.09
"LEGAL DEFEASANCE" ....................................................        8.02
"OFFER AMOUNT" ........................................................        3.09
"OFFER PERIOD" ........................................................        3.09
"PAYING AGENT" ........................................................        2.04
"PAYMENT DEFAULT" .....................................................        6.01
"PURCHASE DATE" .......................................................        3.09
"REGISTRAR" ...........................................................        2.04
"RELATED JUDGMENT" ....................................................       13.09
"RELATED PROCEEDINGS" .................................................       13.09
"REPURCHASE OFFER" ....................................................        3.09
"RESALE RESTRICTION TERMINATION DATE" .................................        2.07
"RESTRICTED PAYMENTS" .................................................        4.07
"SPECIFIED COURTS" ....................................................       13.09
</TABLE>

                                       20
<PAGE>
Section 1.03 Incorporation by Reference of Trust Indenture Act.

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

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

                  "INDENTURE SECURITIES" means the Notes;

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

                  "INDENTURE TO BE QUALIFIED" means this Indenture;

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

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

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

Section 1.04 Rules of Construction.

                  (a) Unless the context otherwise requires:

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

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

                  (iii) "or" is not exclusive;

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

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

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

                                       21
<PAGE>
                                  ARTICLE TWO
                                    THE NOTES

Section 2.01 Form and Dating.

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

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

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

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

                                       22
<PAGE>
Period, beneficial interests in the Regulation S Temporary Global Note shall be
exchanged for beneficial interests in Regulation S Permanent Global Notes
pursuant to the Applicable Procedures. Simultaneously with the authentication of
Regulation S Permanent Global Notes, the Trustee shall cancel the Regulation S
Temporary Global Note. The aggregate principal amount of the Regulation S
Temporary Global Note and the Regulation S Permanent Global Notes may from time
to time be increased or decreased by adjustments made on the records of the
Trustee and the Depositary or its nominee, as the case may be, in connection
with transfers of interest as hereinafter provided.

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

Section 2.02 Execution and Authentication.

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

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

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

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

                  The Trustee shall, upon a written order of the Company signed
by two Officers of the Company (an "AUTHENTICATION ORDER") delivered to the
Trustee from time to time, authenticate Notes for original issue up to the
aggregate principal amount of $325 million, of which $225 million will be issued
on the date of this Indenture. The aggregate principal amount of Notes
outstanding at any time may not exceed such amount except as provided in Section
2.08 hereof.

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

Section 2.03 Methods of Receiving Payments on the Notes.

                  If a Holder of Notes has given wire transfer instructions to
the Company at least 10 Business Days before payment is due, the Company shall
pay all principal, interest and

                                       23
<PAGE>
premium and Liquidated Damages, if any, on that Holder's Notes in accordance
with those instructions. All other payments on Notes shall be made at the office
or agency of the Paying Agent and Registrar within the City and State of New
York unless the Company elects to make interest payments by check mailed to the
Holders at their addresses set forth in the register of Holders. Payments of
interest to the Trustee as Paying Agent, if the Trustee then acts as Paying
Agent, with respect to any Interest Payment Date (as defined in the Notes) shall
be made by the Company in immediately available funds for receipt by the Trustee
one Business Day prior to the such Interest Payment Date (or in no event later
than 12:30 p.m. Eastern Time on such Interest Payment Date).

Section 2.04 Registrar and Paying Agent.

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

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

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

Section 2.05 Paying Agent to Hold Money in Trust.

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

                                       24
<PAGE>
Section 2.06 Holder Lists.

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

Section 2.07 Transfer and Exchange.

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

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

                  (i) Transfer of Beneficial Interests in the Same Global Note.
         Beneficial interests in any Restricted Global Note may be transferred
         to Persons who take delivery

                                       25
<PAGE>
         thereof in the form of a beneficial interest in the same Restricted
         Global Note in accordance with the transfer restrictions set forth in
         the Private Placement Legend; provided, however, that prior to the
         expiration of the Restricted Period, transfers of beneficial interests
         in the Regulation S Temporary Global Note may not be made to a U.S.
         Person or for the account or benefit of a U.S. Person (other than an
         Initial Purchaser). Beneficial interests in any Unrestricted Global
         Note may be transferred to Persons who take delivery thereof in the
         form of a beneficial interest in an Unrestricted Global Note. No
         written orders or instructions shall be required to be delivered to the
         Registrar to effect the transfers described in this Section 2.07(b)(i).

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

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

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

                                       26
<PAGE>
                           (B) if the transferee shall take delivery in the form
                  of a beneficial interest in the Regulation S Temporary Global
                  Note or Regulation S Permanent Global Note, then the
                  transferor must deliver a certificate in the form of Exhibit B
                  hereto, including the certifications in item (2) thereof.

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

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

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

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

                           (D) the Registrar receives the following:

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

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

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

                                       27
<PAGE>
                  If any such transfer is effected pursuant to subparagraph (B)
or (D) above at a time when an Unrestricted Global Note has not yet been issued,
the Company shall issue and, upon receipt of an Authentication Order in
accordance with Section 2.02 hereof, the Trustee shall authenticate one or more
Unrestricted Global Notes in an aggregate principal amount equal to the
aggregate principal amount of beneficial interests transferred pursuant to
subparagraph (B) or (D) above.

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

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

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

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

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

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

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

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

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

                                       28
<PAGE>
                           (G) if such beneficial interest is being transferred
                  pursuant to an effective registration statement under the
                  Securities Act, a certificate to the effect set forth in
                  Exhibit B hereto, including the certifications in item (3)(c)
                  thereof,

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

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

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

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

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

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

                                       29
<PAGE>
                           (D) the Registrar receives the following:

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

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

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

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

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

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

                                       30
<PAGE>
                           (A) if the Holder of such Restricted Definitive Note
                  proposes to exchange such Note for a beneficial interest in a
                  Restricted Global Note, a certificate from such Holder in the
                  form of Exhibit C hereto, including the certifications in item
                  (2)(b) thereof;

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

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

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

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

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

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

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

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

                                       31
<PAGE>
                           (A) such exchange or transfer is effected pursuant to
                  the Exchange Offer in accordance with the Registration Rights
                  Agreement and the Holder, in the case of an exchange, or the
                  transferee, in the case of a transfer, certifies in the
                  applicable Letter of Transmittal that it is not (1) a
                  Broker-Dealer, (2) a Person participating in the distribution
                  of the Exchange Notes or (3) a Person who is an affiliate (as
                  defined in Rule 144) of the Company;

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

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

                           (D) the Registrar receives the following:

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

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

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

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

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

                  If any such exchange or transfer from a Definitive Note to a
         beneficial interest is effected pursuant to subparagraphs (ii)(B),
         (ii)(D) or (iii) above at a time when an

                                       32
<PAGE>
         Unrestricted Global Note has not yet been issued, the Company shall
         issue and, upon receipt of an Authentication Order in accordance with
         Section 2.02 hereof, the Trustee shall authenticate one or more
         Unrestricted Global Notes in an aggregate principal amount equal to the
         principal amount of Definitive Notes so transferred.

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

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

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

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

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

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

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

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

                                       33
<PAGE>
                           (C) any such transfer is effected by a Broker-Dealer
                  pursuant to the Exchange Offer Registration Statement in
                  accordance with the Registration Rights Agreement; or

                           (D) the Registrar receives the following:

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

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

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

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

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

                                       34
<PAGE>
                  (g) Legends. The following legends shall appear on the face of
all Global Notes and Definitive Notes issued under this Indenture unless
specifically stated otherwise in the applicable provisions of this Indenture.

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

                           THIS NOTE AND THE GUARANTEES ENDORSED HEREON HAVE NOT
                  BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
                  (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER
                  THIS NOTE NOR THE GUARANTEES ENDORSED HEREON NOR ANY INTEREST
                  OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED,
                  TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN
                  THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS
                  EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS
                  OF THE SECURITIES ACT. THE HOLDER OF THIS NOTE AND THE
                  GUARANTEES ENDORSED HEREON BY ITS ACCEPTANCE HEREOF AGREES TO
                  OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE
                  DATE WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL
                  CLOSING DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR
                  ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE AND
                  THE GUARANTEES ENDORSED HEREON (OR ANY PREDECESSOR OF THIS
                  NOTE AND THE GUARANTEES ENDORSED HEREON) (THE "RESALE
                  RESTRICTION TERMINATION DATE") ONLY (A) TO THE COMPANY, THE
                  PARENT OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO AN EFFECTIVE
                  REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (C) FOR SO
                  LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE
                  144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON IT
                  REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS
                  DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR
                  THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE
                  IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE
                  144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS
                  THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF
                  REGULATION S UNDER THE SECURITIES ACT OR (E) PURSUANT TO
                  ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS
                  OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S AND THE
                  TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (I)
                  PURSUANT TO CLAUSE (D) PRIOR TO THE END OF THE 40-DAY
                  DISTRIBUTION COMPLIANCE PERIOD WITHIN THE MEANING OF
                  REGULATION S UNDER THE SECURITIES ACT OR PURSUANT TO CLAUSE
                  (E) PRIOR TO THE RESALE RESTRICTION TERMINATION DATE TO
                  REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,

                                       35
<PAGE>
                  CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF
                  THEM, AND (II) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT
                  A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THIS NOTE
                  IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE.
                  THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF A HOLDER AFTER
                  THE RESALE RESTRICTION TERMINATION DATE.

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

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

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

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

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

                  (i) Cancellation and/or Adjustment of Global Notes. At such
time as all beneficial interests in a particular Global Note have been exchanged
for Definitive Notes or a particular Global Note has been redeemed, repurchased
or canceled in whole and not in part, each such Global Note shall be returned to
or retained and canceled by the Trustee in accordance with Section 2.12 hereof.
At any time prior to such cancellation, if any beneficial interest in a Global
Note is exchanged for or transferred to a Person who shall take delivery thereof
in the

                                       36
<PAGE>
form of a beneficial interest in another Global Note or for Definitive Notes,
the principal amount of Notes represented by such Global Note shall be reduced
accordingly and an endorsement shall be made on such Global Note by the Trustee
or by the Depositary at the direction of the Trustee to reflect such reduction;
and if the beneficial interest is being exchanged for or transferred to a Person
who shall take delivery thereof in the form of a beneficial interest in another
Global Note, such other Global Note shall be increased accordingly and an
endorsement shall be made on such Global Note by the Trustee or by the
Depositary at the direction of the Trustee to reflect such increase.

                  (j) General Provisions Relating to Transfers and Exchanges.

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

                  (ii) No service charge shall be made to a Holder of a
         beneficial interest in a Global Note or to a Holder of a Definitive
         Note for any registration of transfer or exchange, but the Company may
         require payment of a sum sufficient to cover any transfer tax or
         similar governmental charge payable in connection therewith (other than
         any such transfer taxes or similar governmental charge payable upon
         exchange or transfer pursuant to Sections 2.11, 3.06, 3.09, 4.10, 4.15
         and 9.05 hereof).

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

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

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

                  (vi) Prior to due presentment for the registration of a
         transfer of any Note, the Trustee, any Agent and the Company may deem
         and treat the Person in whose name any Note is registered as the
         absolute owner of such Note for the purpose of receiving payment of
         principal of and interest on such Notes and for all other purposes, and
         none of the Trustee, any Agent or the Company shall be affected by
         notice to the contrary.

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

                                       37
<PAGE>
                  (viii) All certifications, certificates and Opinions of
         Counsel required to be submitted to the Registrar pursuant to this
         Section 2.07 to effect a registration of transfer or exchange may be
         submitted by facsimile with the original to follow by first class mail.

Section 2.08 Replacement Notes.

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

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

Section 2.09 Outstanding Notes.

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

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

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

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

Section 2.10 Treasury Notes.

                  In determining whether the Holders of the required principal
amount of Notes have concurred in any direction, waiver or consent, Notes owned
by the Company, or by any Person directly or indirectly controlling or
controlled by or under direct or indirect common control with the Company, shall
be considered as though not outstanding, except that for the

                                       38
<PAGE>
purposes of determining whether the Trustee shall be protected in relying on any
such direction, waiver or consent, only Notes that the Trustee knows are so
owned shall be so disregarded.

Section 2.11 Temporary Notes.

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

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

Section 2.12 Cancellation.

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

Section 2.13 Defaulted Interest.

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

Section 2.14 CUSIP Numbers.

                  The Company in issuing the Notes may use "CUSIP" numbers (if
then generally in use), and, if so, the Trustee shall use "CUSIP" numbers in
notices of redemption as a convenience to Holders; provided that any such notice
may state that no representation is made as to the correctness of such numbers
either as printed on the Notes or as contained in any notice

                                       39
<PAGE>
of a redemption and that reliance may be placed only on the other identification
numbers printed on the Notes, and any such redemption shall not be affected by
any defect in or omission of such numbers. The Company shall promptly notify the
Trustee of any change in the "CUSIP" numbers.

                                 ARTICLE THREE
                           REDEMPTION AND PREPAYMENT;
                           SATISFACTION AND DISCHARGE

Section 3.01 Notices to Trustee.

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

Section 3.02 Selection of Notes to Be Redeemed.

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

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

Section 3.03 Notice of Redemption.

                  (a) Subject to the provisions of Section 3.09 hereof, at least
30 days but not more than 60 days before a redemption date, the Company shall
mail or cause to be mailed, by first class mail, a notice of redemption to each
Holder whose Notes are to be redeemed at its registered address.

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

                  (i) the redemption date;

                                       40
<PAGE>
                  (ii) the redemption price;

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

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

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

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

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

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

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

Section 3.04 Effect of Notice of Redemption.

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

Section 3.05 Deposit of Redemption Price.

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

                  (b) If the Company complies with the provisions of the
preceding paragraph, on and after the redemption date, interest shall cease to
accrue on the Notes or the portions of Notes called for redemption. If a Note is
redeemed on or after an interest record date but on or

                                       41
<PAGE>
prior to the related interest payment date, then any accrued and unpaid interest
shall be paid to the Holder in whose name such Note was registered at the close
of business on such record date. If any Note called for redemption shall not be
so paid upon surrender for redemption because of the failure of the Company to
comply with the preceding paragraph, interest shall be paid on the unpaid
principal, from the redemption date until such principal is paid, and to the
extent lawful on any interest not paid on such unpaid principal, in each case at
the rate provided in the Notes and in Section 4.01 hereof.

Section 3.06 Notes Redeemed in Part.

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

Section 3.07 Optional Redemption.

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

<TABLE>
<CAPTION>
         YEAR                                     PERCENTAGE
         ----                                     ----------
<S>                                          <C>
         2006                                104.938%
         2007                                103.292%
         2008                                101.646%
         2009 and thereafter                 100.000%
</TABLE>

                  (b) At any time prior to November 1, 2004, the Company may
redeem up to 35% of the aggregate principal amount of Notes originally issued
hereunder at a redemption price of 109.875% of the principal amount thereof,
plus accrued and unpaid interest and Liquidated Damages, if any, to the
redemption date, with the net cash proceeds of the initial Public Offerings;
provided that (A) at least 65% of the aggregate principal amount of the Notes
originally issued under this Indenture remains outstanding immediately after the
occurrence of such redemption, excluding Notes held by the Parent, the Company
and its Subsidiaries; and (B) the redemption must occur within 60 days of the
date of the closing of such initial Public Equity Offering.

                                       42
<PAGE>
                  (c) Any redemption pursuant to this Section 3.07 shall be made
pursuant to the provisions of Sections 3.01 through 3.06 hereof.

Section 3.08 Mandatory Redemption.

                  Except as set forth in Section 4.10 and 4.15 hereof, the
Company is not required to make mandatory redemption or sinking fund payments
with respect to the Notes.

Section 3.09 Repurchase Offers.

                  In the event that, pursuant to Sections 4.10 and 4.15 hereof,
the Company shall be required to commence an offer to all Holders to purchase
their respective Notes (a "REPURCHASE OFFER"), it shall follow the procedures
specified below.

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

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

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

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

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

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

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

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

                                       43
<PAGE>
                  (vi) that Holders electing to have a Note purchased pursuant
         to any Repurchase Offer shall be required to surrender the Note, with
         the form entitled "Option of Holder to Elect Purchase" on the reverse
         of the Note completed, or transfer by book-entry transfer, to the
         Company, a depositary, if appointed by the Company, or a Paying Agent
         at the address specified in the notice at least three days before the
         Purchase Date;

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

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

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

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

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

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

                                       44
<PAGE>
Section 3.10 Application of Trust Money.

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

                                  ARTICLE FOUR
                                    COVENANTS

Section 4.01 Payment of Notes.

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

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

Section 4.02 Maintenance of Office or Agency.

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

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

                                       45
<PAGE>
an office or agency in the Borough of Manhattan, The City of New York for such
purposes. The Company shall give prompt written notice to the Trustee of any
such designation or rescission and of any change in the location of any such
other office or agency.

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

Section 4.03 Reports.

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

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

Section 4.04 Compliance Certificate.

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

                                       46
<PAGE>
knowledge no event has occurred and remains in existence by reason of which
payments on account of the principal of or interest, if any, on the Notes is
prohibited or if such event has occurred, a description of the event and what
action the Company is taking or proposes to take with respect thereto.

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

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

Section 4.05 Taxes.

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

Section 4.06 Stay, Extension and Usury Laws.

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

Section 4.07 Restricted Payments.

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

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

                                       47
<PAGE>
         Restricted Subsidiary or to all holders of Capital Stock of such
         Restricted Subsidiary on a pro rata basis;

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

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

                  (iv) make any Investment (other than a Permitted Investment)
         in any Person (such payments or other actions described in (but not
         excluded from) clauses (a) through (d) being referred to as "RESTRICTED
         PAYMENTS"), unless at the time of, and immediately after giving effect
         to, the proposed Restricted Payment:

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

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

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

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

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

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

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

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

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

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

                  (v) the repurchase of any Subordinated Indebtedness at a
         purchase price not greater than 101% of the principal amount of such
         Subordinated Indebtedness in the event of a Change of Control in
         accordance with provisions similar to Section 4.15 hereof; provided
         that prior to or simultaneously with such repurchase, the Company has
         made the Change of Control Offer as provided in Section 4.15 hereof
         with respect to the Notes and has repurchased all Notes validly
         tendered for payment in connection with such Change of Control Offer;

                  (vi) the purchase, redemption, acquisition, cancellation or
         other retirement for value of shares of Capital Stock of the Company,
         options on any such shares or related stock appreciation rights or
         similar securities, or any dividend, distribution or advance to the
         Parent for the purchase, redemption, acquisition, cancellation or other
         retirement for value of shares of Capital Stock of the Parent, options
         on any such shares or related stock appreciation rights or similar
         securities, in each case held by officers, directors or employees or
         former officers, directors or employees (or their estates or
         beneficiaries under their estates) of the Company, the Parent or any
         Subsidiary of the Company, as applicable, or by any employee benefit
         plan of the Company, the Parent or any Subsidiary of the Company, as
         applicable, upon death, disability, retirement or termination of
         employment or pursuant to the terms of any employee benefit plan or any
         other agreement under which such shares of stock or related rights were
         issued; provided that the aggregate amount of cash applied by the
         Company for such purchase, redemption, acquisition, cancellation or
         other retirement of such shares of Capital Stock of the Company or the
         Parent after the Reference Date does not exceed $7.5 million in the
         aggregate (excluding for purposes of calculating such amount the
         aggregate amount

                                       49
<PAGE>
         received by any Person in connection with such purchase, redemption,
         acquisition, cancellation or other retirement of such shares that is
         concurrently used to repay loans made to such Person by the Company
         pursuant to clause (f) of the definition of "Permitted Investment");

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

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

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

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

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

                  For the purpose of making any calculations under this
Indenture (i) if a Restricted Subsidiary is designated an Unrestricted
Subsidiary, the Company will be deemed to have made an Investment in an amount
equal to the greater of the fair market value or net book value of the net
assets of such Restricted Subsidiary at the time of such designation as
determined by the

                                       50
<PAGE>
Board of the Company, and (ii) any property transferred to or from an
Unrestricted Subsidiary will be valued at fair market value at the time of such
transfer, as determined by the Board of the Company. The amount of all
Restricted Payments (other than cash) shall be the fair market value on the date
of the Restricted Payment of the asset(s) or securities proposed to be
transferred or issued by the Company or such Restricted Subsidiary, as the case
may be, pursuant to the Restricted Payment. The fair market value of any
non-cash Restricted Payment shall be determined by the Board of the Company
whose resolution with respect thereto shall be delivered to the Trustee, such
determination to be based upon an opinion or appraisal issued by an accounting,
appraisal or investment banking firm of national standing if such fair market
value exceeds $10 million. Not later than the date of making any Restricted
Payment, the Company shall deliver to the Trustee an Officers' Certificate
stating that such Restricted Payment is permitted and setting forth the basis
upon which the calculations required under this Section 4.07 were computed,
together with a copy of any fairness opinion or appraisal required by this
Indenture.

                  If the aggregate amount of all Restricted Payments calculated
under the foregoing provision includes an Investment in an Unrestricted
Subsidiary or other Person that thereafter becomes a Restricted Subsidiary, the
aggregate amount of all Restricted Payments calculated under the foregoing
provision will be reduced by the lesser of (x) the net asset value of such
Subsidiary at the time it becomes a Restricted Subsidiary and (y) the initial
amount of such Investment.

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

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

                                       51
<PAGE>
Section 4.08 Dividend and Other Payment Restrictions Affecting Restricted
Subsidiaries.

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

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

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

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

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

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

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

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

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

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

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

                                       52
<PAGE>
                  (x) applicable law or regulation;

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

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

Section 4.09 Incurrence of Indebtedness and Issuance of Disqualified Stock.

                  (a) The Company will not, and will not permit any Restricted
Subsidiary to, create, issue, assume, guarantee or in any manner become directly
or indirectly liable for the payment of, or otherwise incur (collectively,
"INCUR"), any Indebtedness (including Acquired Indebtedness and the issuance of
Disqualified Stock), except that the Company and any Subsidiary Guarantors may
incur Indebtedness if, at the time of such event, the Fixed Charge Coverage
Ratio for the immediately preceding four full fiscal quarters for which internal
financial statements are available, taken as one accounting period, would have
been equal to at least 2.0 to 1.0.

                  (b) In making the foregoing calculation for any four-quarter
period that includes the Reference Date, pro forma effect will be given to the
Transactions, as if such transactions had occurred at the beginning of such
four-quarter period. In addition (but without duplication), in making the
foregoing calculation, pro forma effect will be given to:

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

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

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

                                       53
<PAGE>
         Hedging Obligations applicable to such Indebtedness if such Hedging
         Obligations have a remaining term at the date of determination in
         excess of 12 months).

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

                  (i) Indebtedness of the Company or any Subsidiary Guarantor
         under the Credit Agreement (and the incurrence by any Guarantor of
         guarantees thereof) in an aggregate principal amount at any one time
         outstanding not to exceed $375 million, less any amounts applied to the
         permanent reduction of such credit facilities pursuant to the
         provisions of Section 4.10 hereof;

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

                  (iii) Existing Indebtedness;

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

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

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

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

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

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

                                       54
<PAGE>
                  (viii) either (A) Capitalized Lease Obligations of the Company
         or any Restricted Subsidiary or (B) Indebtedness under purchase money
         mortgages or secured by purchase money security interests so long as
         (x) such Indebtedness is not secured by any property or assets of the
         Company or any Restricted Subsidiary other than the property and assets
         so acquired and (y) such Indebtedness is created within 90 days of the
         acquisition of the related property; provided that the aggregate amount
         of Indebtedness under clauses (A) and (B) does not exceed 15% of
         Consolidated Tangible Assets at any one time outstanding;

                  (ix) Guarantees by any Restricted Subsidiary made in
         accordance with the provisions of Section 4.19 hereof;

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

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

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

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

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

                  (d) For purposes of determining compliance with this Section
4.09, in the event that any proposed Indebtedness meets the criteria of more
than one of the categories of Permitted Indebtedness described in clauses (i)
through (xiv) above, or is entitled to be incurred pursuant to Section 4.09(a)
hereof, the Company will be permitted to classify such item of Indebtedness on
the date of its incurrence, or later reclassify all or a portion of such item of
Indebtedness, in any manner that complies with this Section 4.09. Indebtedness
under the Credit Agreement incurred on the Reference Date shall be deemed to
have been incurred on the Reference Date in reliance on the exception provided
by clause (i) of the definition of Permitted Indebtedness.

                                       55
<PAGE>
Section 4.10 Asset Sales.

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

                           (A) $10 million; and

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

                  (b) If the Company or any Restricted Subsidiary engages in an
Asset Sale, the Company may, at its option, within 12 months after such Asset
Sale, (i) apply all or a portion of the Net Cash Proceeds to the permanent
reduction of amounts outstanding under the Credit Agreement (and to
correspondingly reduce the commitments, if any, with respect thereto) or to the
permanent repayment of other Senior Indebtedness of the Company or a Restricted
Subsidiary, provided that the repayment of any Indebtedness incurred under the
Credit Agreement in connection with the acquisition of any Facility with the
proceeds of any subsequent Sale and Leaseback Transaction relating to such
Facility shall not be required to result in the permanent reduction of the
amounts outstanding under the Credit Agreement or correspondingly permanently
reduce the commitments thereunder, or (ii) invest (or enter into a legally
binding agreement to invest) all or a portion of such Net Cash Proceeds in
properties and assets to replace the properties and assets that were the subject
of the Asset Sale or in properties and assets that will be used in the
businesses of the Company or its Restricted Subsidiaries, as the case may be,
existing on the Reference Date or in businesses the same, similar or reasonably
related thereto. If any such legally binding agreement to invest such Net Cash
Proceeds is terminated, the Company may, within 90 days of such termination or
within 12 months of such

                                       56
<PAGE>
Asset Sale, whichever is later, invest such Net Cash Proceeds as provided in
clause (i) or (ii) (without regard to the parenthetical contained in such clause
(ii)) above. Pending the final application of any such Net Cash Proceeds, the
Company may temporarily reduce revolving credit borrowings or otherwise invest
such Net Cash Proceeds in a manner that is not prohibited by this Indenture. The
amount of such Net Cash Proceeds not so used as set forth above in this
paragraph shall constitute "EXCESS PROCEEDS".

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

Section 4.11 Transactions with Affiliates.

                  (a) The Company will not, and will not permit any Restricted
Subsidiary to, directly or indirectly, enter into or suffer to exist any
transaction with, or for the benefit of, any Affiliate of the Company
("Interested Persons"), unless (i) such transaction is on terms that are no less
favorable to the Company or such Restricted Subsidiary, as the case may be, than
those that could have been obtained in an arm's-length transaction with third
parties who are not Interested Persons and (ii) the Company delivers to the
Trustee (x) with respect to any transaction or series of related transactions
entered into after the Reference Date involving aggregate payments in excess of
$5 million, a resolution of the Company's Board set forth in an officers'
certificate certifying that such transaction or transactions complies with
clause (i) above and that such transaction or transactions have been approved by
the Board (including a majority of the Disinterested Directors) of the Company
and (y) with respect to a transaction or series of related transactions
involving aggregate payments equal to or greater than $10 million, a written
opinion as to the fairness to the Company or such Restricted Subsidiary of such
transaction or series of transactions from a financial point of view issued by
an accounting, appraisal or investment banking firm, in each case of national
standing.

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

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

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

                                       57
<PAGE>
                  (iii) transactions permitted by Section 4.07;

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

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

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

                  (vii) sales of Equity Interests to Affiliates.

Section 4.12 Liens.

                  (a) The Company will not, and will not permit any Restricted
Subsidiary to, directly or indirectly, create, incur, assume or suffer to exist
any Lien securing Pari Passu Indebtedness or Subordinated Indebtedness of the
Company on or with respect to any of its property or assets, including any
shares of stock or Indebtedness of any Restricted Subsidiary, whether owned at
the Closing Date or thereafter acquired, or any income, profits or proceeds
therefrom, or assign or otherwise convey any right to receive income thereon,
unless:

                  (i) in the case of any Lien securing Subordinated
         Indebtedness, the Notes are secured by a Lien on such property, assets
         or proceeds that is senior in priority to such Lien; and

                  (ii) in the case of any Lien securing Pari Passu Indebtedness,
         the Notes are secured by a Lien on such property, assets or proceeds
         that is senior in priority to or ranks equally with such Lien.

                  (b) The Company will not permit any Subsidiary Guarantor to,
directly or indirectly, create, incur, assume or suffer to exist any Lien
securing Pari Passu Indebtedness or Subordinated Indebtedness of such Subsidiary
Guarantor on or with respect to such Subsidiary Guarantor's properties or
assets, including any shares of stock or Indebtedness of any other Restricted
Subsidiary, whether owned at the date of this Indenture or thereafter acquired,
or any income, profits or proceeds therefrom, or assign or otherwise convey any
right to receive income thereon, unless:

                  (i) in the case of any Lien securing Pari Passu Indebtedness
         of such Subsidiary Guarantor, each Guarantee of such Subsidiary
         Guarantor is secured by a Lien on such property, assets or proceeds
         that is senior in priority to or ranks equally with such Lien; and

                  (ii) in the case of any Lien securing Subordinated
         Indebtedness of such Subsidiary Guarantor, each Guarantee of such
         Subsidiary Guarantor is secured by a Lien on such property, assets or
         proceeds that is senior in priority to such Lien.

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Section 4.13 Corporate Existence.

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

Section 4.14 Limitation on Layering Debt.

                  Neither the Company nor any Guarantor will incur, create,
issue, assume, guarantee or otherwise become liable for any Indebtedness or
guarantee, as applicable, that is subordinate or junior in right of payment to
any Senior Indebtedness and senior in any respect in right of payment to the
Notes or such Guarantor's Guarantee, respectively.

Section 4.15 Offer to Repurchase upon a Change of Control.

                  (a) Upon the occurrence of a Change of Control, each Holder
shall have the right to require the Company to repurchase all or any part (equal
to $1,000 or an integral multiple thereof) of such Holder's Notes pursuant to
the offer described below (the "CHANGE OF CONTROL OFFER") at an offer price in
cash equal to 101% of the aggregate principal amount thereof plus accrued and
unpaid interest and Liquidated Damages thereon, if any, to the date of purchase
(the "CHANGE OF CONTROL PAYMENT"). Within 30 days following any Change of
Control, the Company shall notify the Trustee thereof and mail a notice, by
first-class mail, postage prepaid, to each Holder, describing the transaction or
transactions that constitute the Change of Control and stating (1) that the
Change of Control Offer is being made pursuant to this Section 4.15 and that all
Notes tendered will be accepted for payment; (2) the purchase price and the
purchase date, which shall be no earlier than 30 days and no later than 60 days
from the date such notice is mailed or such later date as is necessary to comply
with the requirements under the Exchange Act (the "CHANGE OF CONTROL PAYMENT
DATE"); (3) that any Note not tendered will continue to accrue interest; (4)
that, unless the Company defaults in the payment of the Change of Control
Payment, all Notes accepted for payment pursuant to the Change of Control Offer
shall cease to accrue interest after the Change of Control Payment Date; (5)
that Holders electing to have any Notes purchased pursuant to a Change of
Control Offer will be required to surrender the Notes, with the form entitled
"Option of Holder to Elect Purchase" on the reverse of the Notes completed, to
the Paying Agent at the address specified in the notice prior to the close of
business on the third Business Day preceding the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw their election if the Paying Agent
receives, not later than the close of business on the second Business Day
preceding the Change of Control Payment Date, a telegram, telex, facsimile
transmission or letter setting forth the name of the Holder, the principal
amount of Notes delivered for purchase, and a statement that such Holder is
withdrawing its election to have the Notes purchased; and (7) that Holders whose
Notes are being purchased only in part will be issued new Notes equal in
principal amount to the unpurchased portion of the Notes surrendered, which
unpurchased portion must be equal to $1,000 in principal amount or an integral
multiple thereof. The Company shall comply with the requirements of Rule 14e-1
under

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the Exchange Act and any other securities laws and regulations thereunder to the
extent such laws and regulations are applicable in connection with the
repurchase of the Notes as a result of a Change of Control. To the extent that
the provisions of any securities laws or regulations conflict with the
provisions of this Indenture relating to such Change of Control Offer, the
Company shall comply with the applicable securities laws and regulations and
shall not be deemed to have breached its obligations described in this Indenture
by virtue thereof.

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

                  (c) Notwithstanding anything to the contrary in this Section
4.15, the Company shall not be required to make a Change of Control Offer upon a
Change of Control if a third party makes the Change of Control Offer in the
manner, at the times and otherwise in compliance with the requirements set forth
in this Section 4.15 and Section 3.09 hereof and all other provisions of this
Indenture applicable to a Change of Control Offer made by the Company and
purchases all Notes validly tendered and not withdrawn under such Change of
Control Offer.

Section 4.16 Limitation on Issuances and Sales of Capital Stock of Restricted
             Subsidiaries.

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

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any Restricted Subsidiary to issue any Preferred Stock other than to the Company
or any Subsidiary Guarantor.

Section 4.17 Designation of Restricted and Unrestricted Subsidiaries.

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

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

Section 4.18 Payments for Consent.

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

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Section 4.19  Limitations on Issuances of Guarantees of Indebtedness.

            (a) The Company will not permit any Restricted Subsidiary that is
not a Subsidiary Guarantor, directly or indirectly, to guarantee, assume or in
any other manner become liable for the payment of any Indebtedness of the
Company or any Indebtedness of any other Restricted Subsidiary, unless (i) such
Restricted Subsidiary simultaneously executes and delivers a supplemental
indenture providing for a guarantee of payment of the Notes by such Restricted
Subsidiary on a senior subordinated basis on the same terms as set forth in this
Indenture and (ii) with respect to any guarantee of Subordinated Indebtedness by
a Restricted Subsidiary, any such guarantee is subordinated to such Restricted
Subsidiary's guarantee with respect to the Notes at least to the same extent as
such Subordinated Indebtedness is subordinated to the Notes, provided that the
foregoing provision will not be applicable to any guarantee by any Restricted
Subsidiary that existed at the time such Person became a Restricted Subsidiary
and was not incurred in connection with, or in contemplation of, such Person
becoming a Restricted Subsidiary.

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

Section 4.20  Additional Guarantees.

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

                                  ARTICLE FIVE
                                   SUCCESSORS

Section 5.01  Merger, Consolidation or Sale of Assets.

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


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

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

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

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

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

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

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

            (i) subject to the provisions of the following paragraph, the Person
      formed by or surviving such consolidation or merger (if other than such
      Subsidiary Guarantor) or to which such properties and assets are
      transferred assumes all of the obligations of such Subsidiary Guarantor
      under this Indenture and its Guarantee, pursuant to a supplemental
      indenture in form and substance satisfactory to the Trustee;

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


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

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

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

                                  ARTICLE SIX
                              DEFAULTS AND REMEDIES

Section 6.01  Events of Default.

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

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

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

            (iii) failure by the Parent or the Company, as applicable, or any of
      their Restricted Subsidiaries to comply with the provisions of Sections
      4.07, 4.09, 4.10, 4.15 and 5.01;

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


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

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

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

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

            (ix) the institution by the Company, the Parent or any Significant
      Subsidiary of proceedings to be adjudicated a bankrupt or insolvent, or
      the consent by it to the institution of bankruptcy or insolvency
      proceedings against it, or the filing by it of a petition or answer or
      consent seeking reorganization or relief under any Bankruptcy Law, or the
      consent by it to the filing of any such petition or to the appointment of
      a receiver, liquidator, assignee, trustee, sequestrator (or other similar
      official) of the Company, the Parent or any Significant Subsidiary or of
      any substantial part of its property, or the making by it of an assignment
      for the benefit of creditors, or the admission by it in writing of its
      inability to pay its debts generally as they become due.

Section 6.02  Acceleration.

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


                                       65
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due and payable immediately. The Trustee shall promptly notify the Company of
any such acceleration of the Notes pursuant to this Section 6.02(a).

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

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

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

Section 6.03  Other Remedies.

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

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


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or acquiescence in the Event of Default. All remedies are cumulative to the
extent permitted by law.

Section 6.04  Waiver of Past Defaults.

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

Section 6.05  Control by Majority.

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

Section 6.06  Limitation on Suits.

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

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

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

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


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

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

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

Section 6.07  Rights of Holders of Notes to Receive Payment.

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

Section 6.08  Collection Suit by Trustee.

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

Section 6.09  Trustee May File Proofs of Claim.

            The Trustee is authorized to file such proofs of claim and other
papers or documents as may be necessary or advisable in order to have the claims
of the Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel) and the
Holders of the Notes allowed in any judicial proceedings relative to the Company
or any Guarantor (or any other obligor upon the Notes), its creditors or its
property and shall be entitled and empowered to collect, receive and distribute
any money or other securities or property payable or deliverable on any such
claims and any custodian in any such judicial proceeding is hereby authorized by
each Holder to make such payments to the Trustee, and in the event that the
Trustee shall consent to the making of such payments directly to the Holders, to
pay to the Trustee any amount due to it for the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel, and
any other amounts due the Trustee under Section 7.07 hereof. To the extent that
the payment of any such compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 7.07 hereof out of the estate in any such proceeding, shall be denied
for any reason, payment of the same shall be secured by a Lien on, and shall be
paid out of, any and all distributions, dividends, money, securities and other


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properties that the Holders may be entitled to receive in such proceeding
whether in liquidation or under any plan of reorganization or arrangement or
otherwise. Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Notes or
the rights of any Holder, or to authorize the Trustee to vote in respect of the
claim of any Holder in any such proceeding.

Section 6.10  Priorities.

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

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

            Second: to Holders of Notes for amounts due and unpaid on the Notes
      for principal, premium, if any, interest and Liquidated Damages, if any,
      ratably, without preference or priority of any kind, according to the
      amounts due and payable on the Notes for principal, premium, if any,
      interest, and Liquidated Damages, if any, respectively; and

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

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

Section 6.11  Undertaking for Costs.

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

                                  ARTICLE SEVEN
                                     TRUSTEE

Section 7.01  Duties of Trustee.

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


                                       69
<PAGE>
            (b) Except during the continuance of an Event of Default:

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

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

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

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

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

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

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

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

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

Section 7.02  Certain Rights of Trustee.

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


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

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

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

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

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

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

Section 7.03  Individual Rights of Trustee.

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

Section 7.04  Trustee's Disclaimer.

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


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Section 7.05  Notice of Defaults.

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

Section 7.06  Reports by Trustee to Holders of the Notes.

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

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

Section 7.07  Compensation and Indemnity.

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

            (b) The Company shall indemnify the Trustee against any and all
losses, liabilities or reasonable out-of-pocket expenses incurred by it arising
out of or in connection with the acceptance or administration of its duties
under this Indenture, including the costs and expenses of enforcing this
Indenture against the Company (including this Section 7.07) and defending itself
against any claim (whether asserted by either of the Company or any Holder or
any other person) or liability in connection with the exercise or performance of
any of its powers or duties hereunder, except to the extent any such loss,
liability or expense may be attributable to its negligence or bad faith. The
Trustee shall notify the Company promptly of any claim for which it may seek
indemnity. Failure by the Trustee to so notify the Company shall not relieve the
Company of its obligations hereunder. The Company shall defend the claim and the
Trustee shall cooperate in the defense. The Trustee may have separate counsel
and the Company shall pay the reasonable and customary fees and expenses of such
counsel. The Company need not


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pay for any settlement made without its consent, which consent shall not be
unreasonably withheld.

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

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

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

Section 7.08  Replacement of Trustee.

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

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

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

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

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

            (iv) the Trustee becomes incapable of acting.

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

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


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

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

Section 7.09  Successor Trustee by Merger, Etc.

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

Section 7.10  Eligibility; Disqualification.

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

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

Section 7.11  Preferential Collection of Claims Against Company.

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


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                                 ARTICLE EIGHT
                       DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01  Option to Effect Legal Defeasance or Covenant Defeasance.

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

Section 8.02  Legal Defeasance and Discharge.

            Upon the Company's exercise under Section 8.02 hereof of the option
applicable to this Section 8.02, the Company shall, subject to the satisfaction
of the conditions set forth in Section 8.04 hereof, be deemed to have been
discharged from its obligations with respect to all outstanding Notes and all
obligations of the Guarantors shall be deemed to have been discharged with
respect to their obligations under the Subsidiary Guarantees on the date the
conditions set forth below are satisfied (hereinafter, "LEGAL DEFEASANCE"). For
this purpose, Legal Defeasance means that the Company and the Guarantors shall
be deemed to have paid and discharged the entire Indebtedness represented by the
outstanding Notes and Subsidiary Guarantees, respectively, which shall
thereafter be deemed to be "outstanding" only for the purposes of Section 8.05
hereof and the other Sections of this Indenture referred to in (a) and (b)
below, and to have satisfied all its other obligations under such Notes and this
Indenture (and the Trustee, on demand of and at the expense of the Company,
shall execute proper instruments acknowledging the same), except for the
following provisions which shall survive until otherwise terminated or
discharged hereunder: (a) the rights of Holders of outstanding Notes to receive
solely from the trust fund described in Section 8.04 hereof, and as more fully
set forth in such Section, payments in respect of the principal of, premium, if
any, interest and Liquidated Damages, if any, on such Notes when such payments
are due, (b) the Company's obligations with respect to such Notes under Article
Two and Section 4.02 hereof, (c) the rights, powers, trusts, duties and
immunities of the Trustee hereunder and the Company's obligations in connection
therewith and (d) this Article 8. Subject to compliance with this Article 8, the
Company may exercise its option under this Section 8.02 notwithstanding the
prior exercise of its option under Section 8.03 hereof.

Section 8.03  Covenant Defeasance.

            Upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.03, the Company shall, subject to the satisfaction
of the conditions set forth in Section 8.04 hereof, be released from its
obligations under the covenants contained in Sections 4.07, 4.08, 4.09, 4.10,
4.11, 4.12, 4.13, 4.14, 4.15, 4.16, 4.17, 4.19, 4.20 and 5.01 hereof with
respect to the outstanding Notes on and after the date the conditions set forth
in Section 8.04 are satisfied (hereinafter, "COVENANT DEFEASANCE"), and the
Notes shall thereafter be deemed not "outstanding" for the purposes of any
direction, waiver, consent or declaration or act of Holders (and the
consequences of any thereof) in connection with such covenants, but shall
continue to be deemed "outstanding" for all other purposes hereunder (it being
understood that such Notes shall not be deemed outstanding for accounting
purposes). For this purpose, Covenant Defeasance means that, with respect to the
outstanding Notes, the Company may omit to comply


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with and shall have no liability in respect of any term, condition or limitation
set forth in any such covenant, whether directly or indirectly, by reason of any
reference elsewhere herein to any such covenant or by reason of any reference in
any such covenant to any other provision herein or in any other document and
such omission to comply shall not constitute a Default or an Event of Default
under Section 6.01 hereof, but, except as specified above, the remainder of this
Indenture and such Notes shall be unaffected thereby. In addition, upon the
Company's exercise under Section 8.01 hereof of the option applicable to this
Section 8.03, subject to the satisfaction of the conditions set forth in Section
8.04 hereof, Sections 6.01(iii) through (vii) shall not constitute Events of
Default.

Section 8.04  Conditions to Legal or Covenant Defeasance.

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

            (i) the Company must irrevocably deposit or cause to be deposited
      with the Trustee, as trust funds in trust, specifically pledged as
      security for, and dedicated solely to, the benefit of the Holders, money
      in an amount, or U.S. Government Obligations that through the scheduled
      payment of principal and interest thereon will provide money in an amount,
      or a combination thereof, sufficient, in the opinion of a nationally
      recognized firm of independent public accountants, to pay and discharge
      the principal of (and premium, if any, on) and interest and Liquidated
      Damages, if any, on the outstanding Notes at maturity (or upon redemption,
      if applicable) of such principal or installment of interest or Liquidated
      Damages;

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

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

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

            (v) in the case of Covenant Defeasance, the Company must have
      delivered to the Trustee an Opinion of Counsel to the effect that the
      Holders of the outstanding Notes will not recognize income, gain or loss
      for federal income tax purposes as a result of such


                                       76
<PAGE>
      Covenant Defeasance and will be subject to federal income tax on the same
      amounts, in the same manner and at the same times as would have been the
      case if such Covenant Defeasance had not occurred; and

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

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

            (a) Subject to Section 8.06 hereof, all money and non-callable U.S.
Government Obligations (including the proceeds thereof) deposited with the
Trustee (or other qualifying trustee, collectively for purposes of this Section
8.05, the "TRUSTEE") pursuant to Section 8.04 hereof in respect of the
outstanding Notes shall be held in trust and applied by the Trustee, in
accordance with the provisions of such Notes and this Indenture, to the payment,
either directly or through any Paying Agent (including the Company acting as
Paying Agent) as the Trustee may determine, to the Holders of such Notes of all
sums due and to become due thereon in respect of principal, premium and
Liquidated Damages, if any, and interest, but such money need not be segregated
from other funds except to the extent required by law.

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

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

Section 8.06  Repayment to the Company.

            Any money deposited with the Trustee or any Paying Agent, or then
held by the Company, in trust for the payment of the principal of, premium, if
any, or interest on any Note and remaining unclaimed for two years after such
principal, and premium, if any, or interest has become due and payable shall be
paid to the Company on its request or (if then held by the Company) shall be
discharged from such trust; and the Holder of such Note shall thereafter look
only to the Company for payment thereof, and all liability of the Trustee or
such Paying Agent with respect to such trust money, and all liability of the
Company as trustee thereof, shall thereupon cease; provided, however, that the
Trustee or such Paying Agent, before being required to make any such repayment,
may at the expense of the Company cause to be published


                                       77
<PAGE>
once, in the New York Times and The Wall Street Journal (national edition),
notice that such money remains unclaimed and that, after a date specified
therein, which shall not be less than 30 days from the date of such notification
or publication, any unclaimed balance of such money then remaining shall be
repaid to the Company.

Section 8.07  Reinstatement.

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

                                  ARTICLE NINE
                        AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01  Without Consent of Holders of Notes.

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

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

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

            (iii) to add additional Events of Defaults; or

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

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

            (vi) to secure the Notes; or

            (vii) to cure any ambiguity, to correct or supplement any provision
      in this Indenture that may be defective or inconsistent with any other
      provision in this Indenture,


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<PAGE>
      or to make any other provisions with respect to matters or questions
      arising under this Indenture, provided that such actions pursuant to this
      clause do not adversely affect the interests of the Holders in any
      material respect; or

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

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

            (x) to allow any Guarantor to execute a supplemental Indenture and a
      Guarantee with respect to the Notes; or (xi) to provide for the issuance
      of the Exchange Notes pursuant to the terms of this Indenture.

            Notwithstanding the foregoing, neither the Company nor the Trustee
may amend any provisions of the Indenture or the Notes concerning (i) the
subordination of the Notes and the Guarantees or (ii) legal defeasance or
covenant defeasance without, in either case, the prior written consent of the
Agent Bank, acting on behalf of the Banks under the Credit Agreement.

            (b) Upon the request of the Company accompanied by a resolution of
its Board authorizing the execution of any such amended or supplemental
Indenture, and upon receipt by the Trustee of the documents described in Section
7.02 hereof, the Trustee shall join with the Company in the execution of any
amended or supplemental Indenture authorized or permitted by the terms of this
Indenture and to make any further appropriate agreements and stipulations that
may be therein contained, but the Trustee shall not be obligated to enter into
such amended or supplemental Indenture that affects its own rights, duties or
immunities under this Indenture or otherwise.

Section 9.02  With Consent of Holders of Notes.

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

            (b) The Company may, but shall not be obligated to, fix a record
date for the purpose of determining the Persons entitled to consent to any
indenture supplemental hereto. If a record date is fixed, the Holders on such
record date, or its duly designated proxies, and only such Persons, shall be
entitled to consent to such supplemental indenture, whether or not such Holders
remain Holders after such record date; provided that unless such consent shall
have


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become effective by virtue of the requisite percentage having been obtained
prior to the date which is 90 days after such record date, any such consent
previously given shall automatically and without further action by any Holder be
cancelled and of no further effect.

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

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

            (e) After an amendment, supplement or waiver under this Section
becomes effective, the Company shall mail to the Holders of Notes affected
thereby a notice briefly describing the amendment, supplement or waiver. Any
failure of the Company to mail such notice, or any defect therein, shall not,
however, in any way impair or affect the validity of any such amended or
supplemental Indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the
Holders of a majority in aggregate principal amount of the then outstanding
Notes (including Additional Notes, if any) may waive compliance in a particular
instance by the Company with any provision of this Indenture, or the Notes.
However, without the consent of each Holder affected, an amendment or waiver
under this Section 9.02 may not (with respect to any Notes held by a
non-consenting Holder):

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

            (ii) amend, change or modify the obligation of the Company to make
      and consummate an Excess Proceeds Offer with respect to any Asset Sale in
      accordance with the covenant described under Section 4.10 or the
      obligation of the Company to make and consummate a Change of Control Offer
      in the event of a Change of Control in accordance with Section 4.15,
      including, in each case, amending, changing or modifying any definition
      relating thereto;

            (iii) reduce the percentage in principal amount of outstanding
      Notes, the consent of whose Holders is required for any waiver of
      compliance with certain


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      provisions of, or certain defaults and their consequences provided for
      under, this Indenture;

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

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

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

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

Section 9.03  Compliance with Trust Indenture Act.

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

Section 9.04  Revocation and Effect of Consents.

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

Section 9.05  Notation on or Exchange of Notes.

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

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

Section 9.06  Trustee to Sign Amendments, Etc.

            The Trustee shall sign any amended or supplemental indenture or Note
authorized pursuant to this Article Nine if the amendment or supplement does not
adversely affect the rights, duties, liabilities or immunities of the Trustee.
The Company may not sign an amendment


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or supplemental Indenture or Note until its Board approves it. In executing any
amended or supplemental indenture or Note, the Trustee shall be entitled to
receive and (subject to Section 7.01 hereof) shall be fully protected in relying
upon an Officers' Certificate and an Opinion of Counsel stating that the
execution of such amended or supplemental indenture is authorized or permitted
by this Indenture.

                                  ARTICLE TEN
                                  SUBORDINATION

Section 10.01  Agreement to Subordinate.

            The Company agrees, and each Holder by accepting a Note agrees, that
the Indebtedness evidenced by the Notes is subordinated in right of payment, to
the extent and in the manner provided in this Article Ten, to the prior payment
in full of all Senior Indebtedness (whether outstanding on the date hereof or
hereafter created, incurred, assumed or guaranteed), and that the subordination
is for the benefit of the holders of Senior Indebtedness.

Section 10.02  Liquidation; Dissolution; Bankruptcy.

            The holders of Senior Indebtedness of the Company will be entitled
to receive payment in full of all Obligations due in respect of Senior
Indebtedness of the Company (including interest after the commencement of any
bankruptcy proceeding at the rate specified in the applicable Senior
Indebtedness of the Company) before the Holders will be entitled to receive any
payment with respect to the Notes (except that Holders may receive and retain
securities that are subordinated at least to the same extent as the Notes to
Senior Indebtedness and any securities issued in exchange for Senior
Indebtedness ("PERMITTED JUNIOR SECURITIES") and payments made from the trust
pursuant to Article Eight hereunder), in the event of any distribution to
creditors of the Company: (i) in a liquidation or dissolution of the Company;
(ii) in a bankruptcy, reorganization, insolvency, receivership or similar
proceeding relating to the Company or its property; (iii) in an assignment for
the benefit of creditors; or (iv) in any marshaling of the Company's assets and
liabilities.

Section 10.03  Default on Designated Senior Indebtedness.

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

            (i) in the event any default in the payment of principal of,
      interest or premium, if any, on Designated Senior Indebtedness occurs and
      is continuing beyond any applicable period of grace (a "PAYMENT EVENT OF
      DEFAULT"), or

            (ii) any Non-payment Event of Default occurs and is continuing with
      respect to Designated Senior Indebtedness which permits holders of the
      Designated Senior Indebtedness as to which such default relates to
      accelerate its maturity and the Trustee receives a notice of such default
      (a "PAYMENT BLOCKAGE NOTICE") from (A) with respect to the Designated
      Senior Indebtedness arising under the Credit Agreement, the Agent


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      Bank, or (B) with respect to any other Designated Senior Indebtedness, the
      holders or the representative of the holders of any such Designated Senior
      Indebtedness.

            (iii) Payments on the Notes may and shall be resumed (x) in the case
      of a Payment Event of Default, upon the date on which such default is
      cured or waived and (y) in case of a Non-payment Event of Default, the
      earlier of the date on which such Non-payment Event of Default is cured or
      waived or 179 days after the date on which the applicable Payment Blockage
      Notice is received unless the maturity of any Designated Senior
      Indebtedness has been accelerated. No new period of payment blockage may
      be commenced by a Payment Blockage Notice unless and until (i) 360 days
      have elapsed since the first day of the effectiveness of the immediately
      prior Payment Blockage Notice and (ii) all scheduled payments of
      principal, premium, if any, and interest on the Notes that have come due
      have been paid in full in cash. No Non-payment Event of Default that
      existed or was continuing on the date of delivery of any Payment Blockage
      Notice to the Trustee shall be, or be made, the basis for a subsequent
      Payment Blockage Notice, unless such default has been cured or waived for
      a period of not less than 90 days.

Section 10.04  Acceleration of Securities.

            If payment of the Securities is accelerated because of an Event of
Default, the Company shall promptly notify holders of Senior Indebtedness of the
acceleration.

Section 10.05  When Distribution Must Be Paid Over.

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

            (b) With respect to the holders of Senior Indebtedness, the Trustee
undertakes to perform only such obligations on the part of the Trustee as are
specifically set forth in this Article Ten, and no implied covenants or
obligations with respect to the holders of Senior Indebtedness shall be read
into this Indenture against the Trustee. The Trustee shall not be deemed to owe
any fiduciary duty to the holders of Senior Indebtedness, and shall not be
liable to any such holders if the Trustee shall pay over or distribute to or on
behalf of Holders or the Company or any other Person money or assets to which
any holders of Senior Indebtedness shall


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<PAGE>
be entitled by virtue of this Article Ten, except if such payment is made as a
result of the willful misconduct or gross negligence of the Trustee.

Section 10.06  Notice by the Company.

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

Section 10.07  Subrogation.

            After all Senior Indebtedness is paid in full and until the Notes
are paid in full, Holders shall be subrogated (equally and ratably with the
holders of all Indebtedness of the Company which by its express terms is
subordinated to Senior Indebtedness of the Company to the same extent as the
Notes are subordinated and which is entitled to like rights of subrogation) to
the rights of holders of Senior Indebtedness to receive distributions applicable
to Senior Indebtedness to the extent that distributions otherwise payable to the
Holders have been applied to the payment of Senior Indebtedness. A distribution
made under this Article Ten to holders of Senior Indebtedness that otherwise
would have been made to Holders is not, as between the Company and Holders, a
payment by the Company on the Notes.

Section 10.08  Relative Rights.

            (a) This Article Ten defines the relative rights of Holders and
holders of Senior Indebtedness. Nothing in this Indenture shall:

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

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

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

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

Section 10.09  Subordination May Not Be Impaired by the Company.

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


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<PAGE>
Section 10.10  Distribution or Notice to Representative.

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

            (b) Upon any payment or distribution of assets of the Company
referred to in this Article Ten, the Trustee and the Holders of Notes shall be
entitled to rely upon any order or decree made by any court of competent
jurisdiction or upon any certificate of such Representative or of the
liquidating trustee or agent or other Person making any distribution to the
Trustee or to the Holders of Notes for the purpose of ascertaining the Persons
entitled to participate in such distribution, the holders of the Senior
Indebtedness and other Indebtedness of the Company, the amount thereof or
payable thereon, the amount or amounts paid or distributed thereon and all other
facts pertinent thereto or to this Article Ten.

Section 10.11  Rights of Trustee and Paying Agent.

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

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

Section 10.12  Authorization to Effect Subordination.

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


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<PAGE>
                                 ARTICLE ELEVEN
                                   GUARANTEES

Section 11.01  Guarantee.

            (a) Subject to this Article Eleven each of the Guarantors hereby,
jointly and severally, unconditionally guarantees to each Holder of a Note
authenticated and delivered by the Trustee and to the Trustee and its successors
and assigns, irrespective of the validity and enforceability of this Indenture,
the Notes or the obligations of the Company hereunder or thereunder, that: (i)
the principal of, premium, if any, interest and Liquidated Damages, if any, on
the Notes will be promptly paid in full when due, whether at maturity, by
acceleration, redemption or otherwise, and interest on the overdue principal of
and interest on the Notes, if any, if lawful (subject in all cases to any
applicable grace period provided herein), and all other obligations of the
Company to the Holders or the Trustee hereunder or thereunder will be promptly
paid in full or performed, all in accordance with the terms hereof and thereof;
and (ii) in case of any extension of time of payment or renewal of any Notes or
any of such other obligations, that same will be promptly paid in full when due
or performed in accordance with the terms of the extension or renewal, whether
at stated maturity, by acceleration or otherwise. Failing payment when due of
any amount so guaranteed or any performance so guaranteed for whatever reason,
the Guarantors shall be jointly and severally obligated to pay the same
immediately. Each Guarantor agrees that this is a guarantee of payment and not a
guarantee of collection.

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

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

            (d) Each Guarantor agrees that it shall not be entitled to any right
of subrogation in relation to the Holders in respect of any obligations
guaranteed hereby until payment in full of all obligations guaranteed hereby.
Each Guarantor further agrees that, as between the Guarantors, on the one hand,
and the Holders and the Trustee, on the other hand, (x) the maturity of the
obligations guaranteed hereby may be accelerated as provided in Article Six
hereof for the purposes of this Guarantee, notwithstanding any stay, injunction
or other


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<PAGE>
prohibition preventing such acceleration in respect of the obligations
guaranteed hereby, and (y) in the event of any declaration of acceleration of
such obligations as provided in Article Six hereof, such obligations (whether or
not due and payable) shall forthwith become due and payable by the Guarantors
for the purpose of this Guarantee. The Guarantors shall have the right to seek
contribution from any non-paying Guarantor so long as the exercise of such right
does not impair the rights of the Holders under the Guarantee.

Section 11.02  Subordination of Guarantee.

            The Obligations of each Guarantor under its Guarantee pursuant to
this Article Eleven shall be junior and subordinated to the prior payment in
full of all Senior Indebtedness of such Guarantor (including Senior Indebtedness
of the Guarantor incurred after the date hereof) on the same basis as the Notes
are junior and subordinated to the prior payment in full all Senior Indebtedness
of the Company, as described in Article Ten hereof. For the purposes of the
foregoing sentence, the Trustee and the Holders shall have the right to receive
and/or retain payments by any of the Guarantors only at such times as they may
receive and/or retain payments in respect of the Notes pursuant to this
Indenture, including Article Ten hereof.

Section 11.03  Limitation on Guarantor Liability.

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

Section 11.04  Execution and Delivery of Guarantee.

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

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

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


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

            (e) In the event that the Company creates or acquires any new Wholly
Owned Restricted Subsidiaries subsequent to the date of this Indenture, if
required by Section 4.20 hereof, the Company shall cause such Subsidiaries to
execute supplemental indentures to this Indenture and Guarantees in accordance
with Section 4.20 hereof and this Article Eleven, to the extent applicable.

Section 11.05  Releases of Guarantors.

            (a) A Subsidiary Guarantor will be deemed automatically and
unconditionally released and discharged from all of its obligations under its
Guarantee without any further action on the part of the Trustee or any Holder of
the Notes upon a sale or other disposition to a Person not an Affiliate of the
Company of all of the Capital Stock of, or all or substantially all of the
assets of, such Subsidiary Guarantor, by way of merger, consolidation or
otherwise, which transaction is carried out in accordance with Section 4.10
hereof; provided that any such termination shall occur (x) only to the extent
that all obligations of such Subsidiary Guarantor under all of its guarantees
of, and under all of its pledges of assets or other security interests which
secure any Indebtedness of the Company shall also terminate upon such sale,
disposition or release and (y) only if the Trustee is furnished with written
notice of such release together with an Officers' Certificate from such
Subsidiary Guarantor to the effect that all of the conditions to release in this
Section 11.05(a) have been satisfied.

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

                                 ARTICLE TWELVE
                           SATISFACTION AND DISCHARGE

Section 12.01  Satisfaction and Discharge.

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

            (i)   either:

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

                  (B) all Notes that have not been delivered to the Trustee for
            cancellation have become due and payable by reason of the making of
            a notice of redemption or otherwise or will become due and payable
            within one year and the


                                       88
<PAGE>
            Company or any Guarantor has irrevocably deposited or caused to be
            deposited with the Trustee as trust funds in trust solely for the
            benefit of the Holders, cash in U.S. dollars, non-callable U.S.
            Government Obligations, or a combination thereof, in such amounts as
            will be sufficient without consideration of any reinvestment of
            interest, to pay and discharge the entire indebtedness on the Notes
            not delivered to the Trustee for cancellation for principal, premium
            and Liquidated Damages, if any, and accrued interest to the date of
            maturity or redemption;

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

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

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

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

            (c) Notwithstanding the above, the Trustee shall pay to the Company
from time to time upon its request any cash or U.S. Government Obligations held
by it as provided in this section which, in the opinion of a nationally
recognized firm of independent public accountants expressed in a written
certification delivered to the Trustee, are in excess of the amount thereof that
would then be required to be deposited to effect a satisfaction and discharge
under this Article Twelve.

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

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


                                       89
<PAGE>
Section 12.03  Repayment to the Company.

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

                                ARTICLE THIRTEEN
                                  MISCELLANEOUS

Section 13.01  Trust Indenture Act Controls.

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

Section 13.02  Notices.

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

            If to the Company or any Guarantor:

            InSight Health Services Corp.
            4400 MacArthur Blvd.
            Suite 800
            Newport Beach, CA  92660
            Facsimile:  949-476-8006
            Attention:  Chief Financial Officer, with a copy to General
            Counsel

            with copies to:

            J.W. Childs Associates, L.P.
            One Federal Street
            21st Floor
            Boston, MA  02110
            Facsimile:  617-753-1101



                                       90
<PAGE>
            Attention: Edward D. Yun

            and to:

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

            and to:

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

            If to the Trustee:

            State Street Bank and Trust Company, N.A.
            61 Broadway, 15th Floor
            New York, NY 10006
            Attention: Corporate Trust Department



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

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

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

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


                                       91
<PAGE>
            (f) If the Company mails a notice or communication to Holders, it
shall mail a copy to the Trustee and each Agent at the same time.

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

            Holders may communicate pursuant to TIA Section 312(b) with other
Holders with respect to its rights under this Indenture or the Notes. The
Company, the Trustee, the Registrar and anyone else shall have the protection of
TIA Section 312(c).

Section 13.04  Certificate and Opinion as to Conditions Precedent.

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

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

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

Section 13.05  Statements Required in Certificate or Opinion.

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

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

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

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

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


                                       92
<PAGE>
Section 13.06  Rules by Trustee and Agents.

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

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

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

Section 13.08  Governing Law.

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

Section 13.09  Consent to Jurisdiction.

            Any legal suit, action or proceeding arising out of or based upon
this Indenture or the transactions contemplated hereby ("RELATED PROCEEDINGS")
may be instituted in the federal courts of the United States of America located
in the City of New York or the courts of the State of New York in each case
located in the City of New York (collectively, the "SPECIFIED COURTS"), and each
party irrevocably submits to the exclusive jurisdiction (except for proceedings
instituted in regard to the enforcement of a judgment of any such court (a
"RELATED JUDGMENT"), as to which such jurisdiction is non-exclusive) of such
courts in any such suit, action or proceeding. Service of any process, summons,
notice or document by mail to such party's address set forth above shall be
effective service of process for any suit, action or other proceeding brought in
any such court. The parties irrevocably and unconditionally waive any objection
to the laying of venue of any suit, action or other proceeding in the Specified
Courts and irrevocably and unconditionally waive and agree not to plead or claim
in any such court that a Related Proceeding has been brought in an inconvenient
forum.

Section 13.10  No Adverse Interpretation of Other Agreements.

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


                                       93
<PAGE>
Section 13.11  Successors.

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

Section 13.12  Severability.

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

Section 13.13  Counterpart Originals.

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

Section 13.14  Acts of Holders.

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

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

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



                                       94
<PAGE>
            (d) If the Company shall solicit from the Holders of the Notes any
request, demand, authorization, direction, notice, consent, waiver or other Act,
the Company may, at its option, by or pursuant to a resolution of its Board, fix
in advance a record date for the determination of Holders entitled to give such
request, demand, authorization, direction, notice, consent, waiver or other Act,
but the Company shall have no obligation to do so. Notwithstanding TIA Section
316(c), such record date shall be the record date specified in or pursuant to
such resolution, which shall be a date not earlier than the date 30 days prior
to the first solicitation of Holders generally in connection therewith or the
date of the most recent list of Holders forwarded to the Trustee prior to such
solicitation pursuant to Section 2.06 hereof and not later than the date such
solicitation is completed. If such a record date is fixed, such request, demand,
authorization, direction, notice, consent, waiver or other Act may be given
before or after such record date, but only the Holders of record at the close of
business on such record date shall be deemed to be Holders for the purposes of
determining whether Holders of the requisite proportion of the then outstanding
Notes have authorized or agreed or consented to such request, demand,
authorization, direction, notice, consent, waiver or other Act, and for that
purpose the then outstanding Notes shall be computed as of such record date;
provided that no such authorization, agreement or consent by the Holders on such
record date shall be deemed effective unless it shall become effective pursuant
to the provisions of this Indenture not later than eleven months after the
record date.

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

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

Section 13.15  Benefit of Indenture.

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


                                       95
<PAGE>
Section 13.16  Table of Contents, Headings, Etc.

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

Section 13.17  Trustee Not Fiduciary for Holders of Senior Indebtedness.

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


                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]



                                       96
<PAGE>
                                   SIGNATURES

                                    INSIGHT HEALTH SERVICES CORP.


                                    By: /s/ Mark J. Tricolli
                                       ______________________________
                                        Name: Mark J. Tricolli
                                        Title: Authorized Person



                                    INSIGHT HEALTH SERVICES HOLDINGS CORP.


                                    By: /s/ Mark J. Tricolli
                                       ______________________________
                                        Name: Mark J. Tricolli
                                        Title: Vice President
                                               & Secretary


                                    INSIGHT HEALTH CORP.


                                    By: /s/ Mark J. Tricolli
                                       ______________________________
                                        Name: Mark J. Tricolli
                                        Title: Authorized Person

                                    SIGNAL MEDICAL SERVICES, INC.


                                    By: /s/ Mark J. Tricolli
                                       ______________________________
                                        Name: Mark J. Tricolli
                                        Title: Authorized Person

                                    OPEN MRI, INC.


                                    By: /s/ Mark J. Tricolli
                                       ______________________________
                                        Name: Mark J. Tricolli
                                        Title: Authorized Person

                                    MAXUM HEALTH CORP.


                                    By: /s/ Mark J. Tricolli
                                       ______________________________
                                        Name: Mark J. Tricolli


                                       97
<PAGE>
                                        Title: Authorized Person

                                    RADIOSURGERY CENTERS, INC.


                                    By: /s/ Mark J. Tricolli
                                       ______________________________
                                        Name: Mark J. Tricolli
                                        Title: Authorized Person

                                    MAXUM HEALTH SERVICES CORP.


                                    By: /s/ Mark J. Tricolli
                                       ______________________________
                                        Name: Mark J. Tricolli
                                        Title: Authorized Person

                                    MRI ASSOCIATES, L.P.

                                    By: InSight Health Corp., its General
                                     Partner


                                    By: /s/ Mark J. Tricolli
                                       ______________________________
                                        Name: Mark J. Tricolli
                                        Title: Authorized Person

                                    MAXUM HEALTH SERVICES OF NORTH TEXAS, INC.


                                    By: /s/ Mark J. Tricolli
                                       ______________________________
                                        Name: Mark J. Tricolli
                                        Title: Authorized Person

                                    MAXUM HEALTH SERVICES OF DALLAS, INC.


                                    By: /s/ Mark J. Tricolli
                                       ______________________________
                                        Name: Mark J. Tricolli
                                        Title: Authorized Person

                                    NDDC, INC.


                                    By: /s/ Mark J. Tricolli
                                       ______________________________
                                        Name: Mark J. Tricolli


                                       98
<PAGE>
                                        Title: Authorized Person

                                    DIAGNOSTIC SOLUTIONS CORP.


                                    By: /s/ Mark J. Tricolli
                                       ______________________________
                                        Name: Mark J. Tricolli
                                        Title: Authorized Person

                                    STATE STREET BANK AND TRUST COMPANY,
                                    N.A., as Trustee


                                    By: /s/ Angelita L. Pena
                                       ______________________________
                                        Name: Angelita L. Pena
                                        Title: Assistant Vice President


                                       99
<PAGE>
                                                                      EXHIBIT A1

                                 [Face of Note]

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

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

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


                                      A1-1
<PAGE>
INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT
OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN
THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS
AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE
MEANING OF REGULATION S UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER
AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT,
SUBJECT TO THE COMPANY'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE
OR TRANSFER (I) PURSUANT TO CLAUSE (D) PRIOR TO THE END OF THE 40-DAY
DISTRIBUTION COMPLIANCE PERIOD WITHIN THE MEANING OF REGULATION S UNDER THE
SECURITIES ACT OR PURSUANT TO CLAUSE (E) PRIOR TO THE RESALE RESTRICTION
TERMINATION DATE TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION
AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND (II) IN EACH OF THE
FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING
ON THIS NOTE IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE. THIS
LEGEND WILL BE REMOVED UPON THE REQUEST OF A HOLDER AFTER THE RESALE RESTRICTION
TERMINATION DATE.


                                      A1-2
<PAGE>
                                                                CUSIP  [       ]

No.                                                                   **$_____**


                          INSIGHT HEALTH SERVICES CORP.


                    9-7/8% Senior Subordinated Notes due 2011

Closing Date:    October 30, 2001


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


Interest Payment Dates:  May 1 and November 1, commencing May 1, 2002.


Record Dates:  April 15 and October 15.


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


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

                                          INSIGHT HEALTH SERVICES CORP.

                                          By: ____________________________
                                              Name:
                                              Title:

                                          By: ____________________________
                                              Name:
                                              Title:



This is one of the 9-7/8% Senior Subordinated Notes due 2011 described in the
within-mentioned Indenture.

Dated:  October 30, 2001



STATE STREET BANK AND TRUST COMPANY, N.A.,

as Trustee

By: __________________________________
            Authorized Signatory



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


                        INSIGHT HEALTH SERVICES CORP.

                  9-7/8% Senior Subordinated Notes due 2011

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

            1. Interest. The Company promises to pay interest on the principal
amount of this Note at 9-7/8% per annum from the date hereof until maturity and
shall pay the Liquidated Damages, if any, payable pursuant to Section 5 of the
Registration Rights Agreement referred to below. The Company shall pay interest
and Liquidated Damages, if any, semi-annually in arrears on May 1 and November 1
of each year, or if any such day is not a Business Day, on the next succeeding
Business Day (each an "Interest Payment Date"). Interest on the Notes shall
accrue from the most recent date to which interest has been paid or, if no
interest has been paid, from the date of original issuance; provided that if
there is no existing Default in the payment of interest, and if this Note is
authenticated between a record date referred to on the face hereof and the next
succeeding Interest Payment Date, interest shall accrue from such next
succeeding Interest Payment Date; provided further that the first Interest
Payment Date shall be May 1, 2002. The Company shall pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue
principal and premium, if any, from time to time on demand at a rate that is 1%
per annum in excess of the rate then in effect; it shall pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue
installments of interest and Liquidated Damages (without regard to any
applicable grace periods) from time to time on demand at the same rate to the
extent lawful. Interest shall be computed on the basis of a 360-day year of
twelve 30-day months.

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

            3.    Paying Agent and Registrar.  Initially, State Street Bank
and Trust Company, N.A., the Trustee under the Indenture, shall act as Paying
Agent and Registrar.  The


                                      A1-5
<PAGE>
Company may change any Paying Agent or Registrar without notice to any Holder.
The Company or any of its Subsidiaries may act in any such capacity.

            4. Indenture. The Company issued the Notes under an Indenture dated
as of October 30, 2001 ("Indenture") among the Company, the Parent, the
Subsidiary Guarantors and the Trustee. The terms of the Notes include those
stated in the Indenture and those made part of the Indenture by reference to the
Trust Indenture Act of 1939, as amended. The Notes are subject to all such
terms, and Holders are referred to the Indenture and such Act for a statement of
such terms. To the extent any provision of this Note conflicts with the express
provisions of the Indenture, the provisions of the Indenture shall govern and be
controlling. This Note is an obligation of the Company limited to $225 million
in aggregate principal amount. The Indenture pursuant to which this Note is
issued provides that up to $100 million aggregate principal amount of Additional
Notes may be issued thereunder.

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

<TABLE>
<CAPTION>
      Year                                               Percentage
      ----                                               ----------
<S>                                                      <C>
      2006............................................    104.938%
      2007............................................    103.292%
      2008............................................    101.646%
      2009 and thereafter.............................    100.000%
</TABLE>

            (b) Notwithstanding the foregoing, at any time prior to November 1,
2004, the Company may redeem up to 35% of the aggregate principal amount of
Notes originally issued under the Indenture at a redemption price of 109.875% of
the principal amount thereof, plus accrued and unpaid interest and Liquidated
Damages, if any, to the redemption date, with the net cash proceeds of the
initial Public Equity Offerings of the Company or the Parent; provided that (A)
at least 65% of the aggregate principal amount of the Notes originally issued
under the Indenture remains outstanding immediately after the occurrence of such
redemption, excluding Notes held by the Parent, the Company and its
Subsidiaries; and (B) the redemption must occur within 60 days of the date of
the closing of such initial Public Equity Offering.

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

            7. Repurchase at Option of Holder. (a) Upon the occurrence of a
Change of Control, each Holder of Notes will have the right to require the
Company to repurchase all or any part (equal to $1,000 or an integral multiple
thereof) of such Holder's Notes pursuant to the offer described below (the
"Change of Control Offer") at an offer price in cash equal to 101% of the
aggregate principal amount thereof plus accrued and unpaid interest and
Liquidated Damages


                                      A1-6
<PAGE>
thereon, if any, to the date of purchase (the "Change of Control Payment").
Within 30 days following any Change of Control, the Company will mail a notice
to each Holder describing the transaction or transactions that constitute the
Change of Control and offering to repurchase Notes on the date specified in such
notice, which date shall be no earlier than 30 days and no later than 60 days
from the date such notice is mailed (the "Change of Control Payment Date"),
pursuant to the procedures required by the Indenture and described in such
notice.

            (b) Within 365 days after the receipt of any Net Cash Proceeds from
an Asset Sale, the Company may, at its option, within 12 months after such Asset
Sale, (i) apply all or a portion of the Net Cash Proceeds to the permanent
reduction of amounts outstanding under the Credit Agreement (and to
correspondingly reduce the commitments, if any, with respect thereto) or to the
permanent repayment of other Senior Indebtedness of the Company or a Restricted
Subsidiary, provided that the repayment of any Indebtedness incurred under the
Credit Agreement in connection with the acquisition of any Facility with the
proceeds of any subsequent Sale and Leaseback Transaction relating to such
Facility shall not be required to result in the permanent reduction of the
amounts outstanding under the Credit Agreement or correspondingly permanently
reduce the commitments thereunder, or (ii) invest (or enter into a legally
binding agreement to invest) all or a portion of such Net Cash Proceeds in
properties and assets to replace the properties and assets that were the subject
of the Asset Sale or in properties and assets that will be used in the
businesses of the Company or its Restricted Subsidiaries, as the case may be,
existing on the Reference Date or in businesses the same, similar or reasonably
related thereto. If any such legally binding agreement to invest such Net Cash
Proceeds is terminated, the Company may, within 90 days of such termination or
within 12 months of such Asset Sale, whichever is later, invest such Net Cash
Proceeds as provided in clause (i) or (ii) (without regard to the parenthetical
contained in such clause (ii)) above. Pending the final application of any such
Net Cash Proceeds, the Company may temporarily reduce revolving credit
borrowings or otherwise invest such Net Cash Proceeds in a manner that is not
prohibited by this Indenture. The amount of such Net Cash Proceeds not so used
as set forth above in this paragraph shall constitute "Excess Proceeds". When
the aggregate amount of Excess Proceeds exceeds $10 million, the Company will,
within 30 days thereafter, make an offer to purchase (an "Excess Proceeds
Offer") from all Holders of Notes on a pro rata basis, in accordance with the
procedures set forth in this Indenture, the maximum principal amount (expressed
as a multiple of $1,000) of Notes that may be purchased with the Excess
Proceeds, at a purchase price in cash equal to 100% of the principal amount
thereof, plus accrued interest and Liquidated Damages, if any, to the date such
offer to purchase is consummated. If the aggregate principal amount of Notes
validly tendered and not withdrawn by holders thereof exceeds the Excess
Proceeds, the Notes to be purchased will be selected on a pro rata basis. Upon
completion of such offer to purchase, the amount of Excess Proceeds will be
reset to zero.

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


                                      A1-7
<PAGE>
called for redemption. Notices of redemption may not be conditional. If any Note
is to be redeemed in part only, the notice of redemption that relates to that
Note will state the portion of the principal amount thereof to be redeemed. A
new Note in principal amount equal to the unredeemed portion of the original
Note will be issued in the name of the Holder thereof upon cancellation of the
original Note. Notes called for redemption become due on the date fixed for
redemption. On and after the redemption date, interest and Liquidated Damages,
if any, cease to accrue on Notes or portions of them called for redemption.

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

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

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

            12. Defaults and Remedies. In the case of an Event of Default
arising from certain events of bankruptcy or insolvency, with respect to the
Parent, the Company or any Restricted Subsidiary that is a Significant
Subsidiary, all outstanding Notes will become due and payable immediately
without further action or notice. If any other Event of Default occurs and is
continuing, the Trustee or the Holders of at least 25% in principal amount of
the then outstanding


                                      A1-8
<PAGE>
Notes may declare all the Notes to be due and payable immediately by notice in
writing to the Company specifying the respective Event of Default. The Trustee
may withhold from Holders of the Notes notice of any continuing Default or Event
of Default (except a Default or Event of Default relating to the payment of
principal or interest or Liquidated Damages, if any) if it determines that
withholding notice is in their interest. The Holders of a majority in aggregate
principal amount of the Notes then outstanding by notice to the Trustee may on
behalf of the Holders of all of the Notes waive any existing Default or Event of
Default and its consequences under the Indenture except a continuing Default or
Event of Default in the payment of interest or Liquidated Damages, if any, on,
or the principal of, the Notes.

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

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

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

            16. Additional Rights of Holders of Restricted Global Notes and
Restricted Definitive Notes. In addition to the rights provided to Holders under
the Indenture, Holders of Restricted Global Notes and Restricted Definitive
Notes shall have all the rights set forth in the Registration Rights Agreement
dated as of October 30, 2001, between the Company, the Parent, the Guarantors
and the parties named on the signature pages thereof or, in the case of
Additional Notes, Holders of Restricted Global Notes and Restricted Definitive
Notes shall have the rights set forth in one or more registration rights
agreements, if any, between the Company, the Parent, the Guarantors and the
other parties thereto, relating to rights given by the Company and the
Guarantors to the purchasers of Additional Notes (the "Registration Rights
Agreement").

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

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


                                      A1-9
<PAGE>
            InSight Health Services Corp.
            4400 MacArthur Blvd., Suite 800
            Newport Beach, California  92660
            Attention:  General Counsel
            Facsimile:  (949) 476-0137


                                     A1-10
<PAGE>
                                 ASSIGNMENT FORM

            To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to: _________________________________
                                                (Insert assignee's legal name)


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


_______________________________________________________________________________

_______________________________________________________________________________

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

and irrevocably appoint________________________________________________________

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

Date: _____________

                              Your Signature:___________________________________
                                             (Sign exactly as your name appears
                                              on the face of this Note)


Signature Guarantee*:

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


                                     A1-11
<PAGE>
                       OPTION OF HOLDER TO ELECT PURCHASE

            If you want to elect to have this Note purchased by the Company
pursuant to Section 4.10 or 4.15 of the Indenture, check the appropriate box
below:

                     [ ] Section 4.10      [ ] Section 4.15

            If you want to elect to have only part of the Note purchased by the
Company pursuant to Section 4.10 or Section 4.15 of the Indenture, state the
amount you elect to have purchased:

                             $ ________________



Date:_____________

                              Your Signature:__________________________________
                                             (Sign exactly as your name appears
                                              on the face of this Note)


                              Tax Identification No.:__________________________

Signature Guarantee*:______


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


                                     A1-12
<PAGE>
              SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE

            The following exchanges of a part of this Global Note for an
interest in another Global Note or for a Definitive Note, or exchanges of a part
of another Global Note or Definitive Note for an interest in this Global Note,
have been made:


<TABLE>
<CAPTION>
                                                                    Principal Amount at
                     Amount of Decrease in  Amount of Increase in         Maturity             Signature of
                      Principal Amount at    Principal Amount at     of this Global Note    Authorized Officer
                           Maturity                Maturity            Following such          of Trustee or
Date of Exchange      of this Global Note    of this Global Note   Decrease (or Increase)     Note Custodian
----------------      -------------------    -------------------   ----------------------     --------------
<S>                  <C>                    <C>                    <C>                      <C>

</TABLE>


                                     A1-13
<PAGE>
                                                                      EXHIBIT A2

                                 [Face of Note]

Unless this certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to Issuer or its agent
for registration of transfer, exchange, or payment, and any certificate issued
is registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC (and any payment is made to Cede & Co. or to
such other entity as is requested by an authorized representative of DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL inasmuch as the Registered owner hereof, Cede & Co., has an interest
herein.

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

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

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


                                      A2-1
<PAGE>
AND THE GUARANTEES ENDORSED HEREON (OR ANY PREDECESSOR OF THIS NOTE AND THE
GUARANTEES ENDORSED HEREON) (THE "RESALE RESTRICTION TERMINATION DATE") ONLY (A)
TO THE COMPANY, THE PARENT OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (C) FOR SO LONG AS
THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT
("RULE 144A"), TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL
BUYER" AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE
ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE
TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND
SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE
MEANING OF REGULATION S UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER
AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT,
SUBJECT TO THE COMPANY'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE
OR TRANSFER (I) PURSUANT TO CLAUSE (D) PRIOR TO THE END OF THE 40-DAY
DISTRIBUTION COMPLIANCE PERIOD WITHIN THE MEANING OF REGULATION S UNDER THE
SECURITIES ACT OR PURSUANT TO CLAUSE (E) PRIOR TO THE RESALE RESTRICTION
TERMINATION DATE TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION
AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND (II) IN EACH OF THE
FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING
ON THIS NOTE IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE. THIS
LEGEND WILL BE REMOVED UPON THE REQUEST OF A HOLDER AFTER THE RESALE RESTRICTION
TERMINATION DATE.


                                      A2-2
<PAGE>
                                                                CUSIP  [       ]

No.                                                                   **$_____**


                          INSIGHT HEALTH SERVICES CORP.


                  9-7/8% Senior Subordinated Notes due 2011

Closing Date:    October 30, 2001


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


Interest Payment Dates:  May 1 and November 1, commencing May 1, 2002.


Record Dates:  April 15 and October 15.


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



                                      A2-3
<PAGE>
            IN WITNESS WHEREOF, the Company has caused this Note to be signed
manually or by facsimile by its duly authorized officers.

                                          INSIGHT HEALTH SERVICES CORP.

                                          By: ______________________________
                                              Name:
                                              Title:

                                          By: ______________________________
                                              Name:
                                              Title:



This is one of the 9-7/8% Senior Subordinated Notes due 2011 described in the
within-mentioned Indenture.

Dated:  October 30, 2001



STATE STREET BANK AND TRUST COMPANY, N.A.,

as Trustee

By: __________________________________
            Authorized Signatory



                                      A2-4
<PAGE>
                             [Reverse Side of Note]


                        INSIGHT HEALTH SERVICES CORP.

                  9-7/8% Senior Subordinated Notes due 2011

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

            1. Interest. The Company promises to pay interest on the principal
amount of this Note at 9-7/8% per annum from the date hereof until maturity and
shall pay the Liquidated Damages, if any, payable pursuant to Section 5 of the
Registration Rights Agreement referred to below. The Company shall pay interest
and Liquidated Damages, if any, semi-annually in arrears on May 1 and November 1
of each year, or if any such day is not a Business Day, on the next succeeding
Business Day (each an "Interest Payment Date"). Interest on the Notes shall
accrue from the most recent date to which interest has been paid or, if no
interest has been paid, from the date of original issuance; provided that if
there is no existing Default in the payment of interest, and if this Note is
authenticated between a record date referred to on the face hereof and the next
succeeding Interest Payment Date, interest shall accrue from such next
succeeding Interest Payment Date; provided further that the first Interest
Payment Date shall be May 1, 2002. The Company shall pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue
principal and premium, if any, from time to time on demand at a rate that is 1%
per annum in excess of the rate then in effect; it shall pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue
installments of interest and Liquidated Damages (without regard to any
applicable grace periods) from time to time on demand at the same rate to the
extent lawful. Interest shall be computed on the basis of a 360-day year of
twelve 30-day months.

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

            3. Paying Agent and Registrar. Initially, State Street Bank and
Trust Company, N.A., the Trustee under the Indenture, shall act as Paying Agent
and Registrar. The


                                      A2-5
<PAGE>
Company may change any Paying Agent or Registrar without notice to any Holder.
The Company or any of its Subsidiaries may act in any such capacity.

            4. Indenture. The Company issued the Notes under an Indenture dated
as of October 30, 2001 ("Indenture") among the Company, the Parent, the
Subsidiary Guarantors and the Trustee. The terms of the Notes include those
stated in the Indenture and those made part of the Indenture by reference to the
Trust Indenture Act of 1939, as amended. The Notes are subject to all such
terms, and Holders are referred to the Indenture and such Act for a statement of
such terms. To the extent any provision of this Note conflicts with the express
provisions of the Indenture, the provisions of the Indenture shall govern and be
controlling. This Note is an obligation of the Company limited to $225 million
in aggregate principal amount. The Indenture pursuant to which this Note is
issued provides that up to $100 million aggregate principal amount of Additional
Notes may be issued thereunder.

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

<TABLE>
<CAPTION>
      Year                                               Percentage
      ----                                               ----------
<S>                                                      <C>
      2006............................................    104.938%
      2007............................................    103.292%
      2008............................................    101.646%
      2009 and thereafter.............................    100.000%
</TABLE>

            (b) Notwithstanding the foregoing, at any time prior to November 1,
2004, the Company may redeem up to 35% of the aggregate principal amount of
Notes originally issued under the Indenture at a redemption price of 109.875% of
the principal amount thereof, plus accrued and unpaid interest and Liquidated
Damages, if any, to the redemption date, with the net cash proceeds of the
initial Public Equity Offerings of the Company or the Parent; provided that (A)
at least 65% of the aggregate principal amount of the Notes originally issued
under the Indenture remains outstanding immediately after the occurrence of such
redemption, excluding Notes held by the Parent, the Company and its
Subsidiaries; and (B) the redemption must occur within 60 days of the date of
the closing of such initial Public Equity Offering.

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

            7. Repurchase at Option of Holder. (a) Upon the occurrence of a
Change of Control, each Holder of Notes will have the right to require the
Company to repurchase all or any part (equal to $1,000 or an integral multiple
thereof) of such Holder's Notes pursuant to the offer described below (the
"Change of Control Offer") at an offer price in cash equal to 101% of the
aggregate principal amount thereof plus accrued and unpaid interest and
Liquidated Damages


                                      A2-6
<PAGE>
thereon, if any, to the date of purchase (the "Change of Control Payment").
Within 30 days following any Change of Control, the Company will mail a notice
to each Holder describing the transaction or transactions that constitute the
Change of Control and offering to repurchase Notes on the date specified in such
notice, which date shall be no earlier than 30 days and no later than 60 days
from the date such notice is mailed (the "Change of Control Payment Date"),
pursuant to the procedures required by the Indenture and described in such
notice.

            (b) Within 365 days after the receipt of any Net Cash Proceeds from
an Asset Sale, the Company may, at its option, within 12 months after such Asset
Sale, (i) apply all or a portion of the Net Cash Proceeds to the permanent
reduction of amounts outstanding under the Credit Agreement (and to
correspondingly reduce the commitments, if any, with respect thereto) or to the
permanent repayment of other Senior Indebtedness of the Company or a Restricted
Subsidiary, provided that the repayment of any Indebtedness incurred under the
Credit Agreement in connection with the acquisition of any Facility with the
proceeds of any subsequent Sale and Leaseback Transaction relating to such
Facility shall not be required to result in the permanent reduction of the
amounts outstanding under the Credit Agreement or correspondingly permanently
reduce the commitments thereunder, or (ii) invest (or enter into a legally
binding agreement to invest) all or a portion of such Net Cash Proceeds in
properties and assets to replace the properties and assets that were the subject
of the Asset Sale or in properties and assets that will be used in the
businesses of the Company or its Restricted Subsidiaries, as the case may be,
existing on the Reference Date or in businesses the same, similar or reasonably
related thereto. If any such legally binding agreement to invest such Net Cash
Proceeds is terminated, the Company may, within 90 days of such termination or
within 12 months of such Asset Sale, whichever is later, invest such Net Cash
Proceeds as provided in clause (i) or (ii) (without regard to the parenthetical
contained in such clause (ii)) above. Pending the final application of any such
Net Cash Proceeds, the Company may temporarily reduce revolving credit
borrowings or otherwise invest such Net Cash Proceeds in a manner that is not
prohibited by this Indenture. The amount of such Net Cash Proceeds not so used
as set forth above in this paragraph shall constitute "Excess Proceeds". When
the aggregate amount of Excess Proceeds exceeds $10 million, the Company will,
within 30 days thereafter, make an offer to purchase (an "Excess Proceeds
Offer") from all Holders of Notes on a pro rata basis, in accordance with the
procedures set forth in this Indenture, the maximum principal amount (expressed
as a multiple of $1,000) of Notes that may be purchased with the Excess
Proceeds, at a purchase price in cash equal to 100% of the principal amount
thereof, plus accrued interest and Liquidated Damages, if any, to the date such
offer to purchase is consummated. If the aggregate principal amount of Notes
validly tendered and not withdrawn by holders thereof exceeds the Excess
Proceeds, the Notes to be purchased will be selected on a pro rata basis. Upon
completion of such offer to purchase, the amount of Excess Proceeds will be
reset to zero.

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


                                      A2-7
<PAGE>
called for redemption. Notices of redemption may not be conditional. If any Note
is to be redeemed in part only, the notice of redemption that relates to that
Note will state the portion of the principal amount thereof to be redeemed. A
new Note in principal amount equal to the unredeemed portion of the original
Note will be issued in the name of the Holder thereof upon cancellation of the
original Note. Notes called for redemption become due on the date fixed for
redemption. On and after the redemption date, interest and Liquidated Damages,
if any, cease to accrue on Notes or portions of them called for redemption.

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

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

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

            12. Defaults and Remedies. In the case of an Event of Default
arising from certain events of bankruptcy or insolvency, with respect to the
Parent, the Company or any Restricted Subsidiary that is a Significant
Subsidiary, all outstanding Notes will become due and payable immediately
without further action or notice. If any other Event of Default occurs and is
continuing, the Trustee or the Holders of at least 25% in principal amount of
the then outstanding


                                      A2-8
<PAGE>
Notes may declare all the Notes to be due and payable immediately by notice in
writing to the Company specifying the respective Event of Default. The Trustee
may withhold from Holders of the Notes notice of any continuing Default or Event
of Default (except a Default or Event of Default relating to the payment of
principal or interest or Liquidated Damages, if any) if it determines that
withholding notice is in their interest. The Holders of a majority in aggregate
principal amount of the Notes then outstanding by notice to the Trustee may on
behalf of the Holders of all of the Notes waive any existing Default or Event of
Default and its consequences under the Indenture except a continuing Default or
Event of Default in the payment of interest or Liquidated Damages, if any, on,
or the principal of, the Notes.

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

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

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

            16. Additional Rights of Holders of Restricted Global Notes and
Restricted Definitive Notes. In addition to the rights provided to Holders under
the Indenture, Holders of Restricted Global Notes and Restricted Definitive
Notes shall have all the rights set forth in the Registration Rights Agreement
dated as of October 30, 2001, between the Company, the Parent, the Guarantors
and the parties named on the signature pages thereof or, in the case of
Additional Notes, Holders of Restricted Global Notes and Restricted Definitive
Notes shall have the rights set forth in one or more registration rights
agreements, if any, between the Company, the Parent, the Guarantors and the
other parties thereto, relating to rights given by the Company and the
Guarantors to the purchasers of Additional Notes (the "Registration Rights
Agreement").

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

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


                                      A2-9
<PAGE>
            InSight Health Services Corp.
            4400 MacArthur Blvd., Suite 800
            Newport Beach, California  92660
            Attention:  General Counsel
            Facsimile:  (949) 476-0137



                                     A2-10
<PAGE>
                                 ASSIGNMENT FORM

            To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to: _________________________________
                                                (Insert assignee's legal name)


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



_______________________________________________________________________________

_______________________________________________________________________________

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

and irrevocably appoint________________________________________________________

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

Date: _____________

                              Your Signature:___________________________________
                                             (Sign exactly as your name appears
                                              on the face of this Note)


Signature Guarantee*:

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


                                     A2-11
<PAGE>
                       OPTION OF HOLDER TO ELECT PURCHASE

            If you want to elect to have this Note purchased by the Company
pursuant to Section 4.10 or 4.15 of the Indenture, check the appropriate box
below:

                     [ ] Section 4.10      [ ] Section 4.15

            If you want to elect to have only part of the Note purchased by the
Company pursuant to Section 4.10 or Section 4.15 of the Indenture, state the
amount you elect to have purchased:

                             $ ________________



Date:_____________

                              Your Signature:__________________________________
                                             (Sign exactly as your name appears
                                              on the face of this Note)


                              Tax Identification No.:__________________________

Signature Guarantee*:______


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


                                     A2-12
<PAGE>
         SCHEDULE OF EXCHANGES OF REGULATION S TEMPORARY GLOBAL NOTE

            The following exchanges of a part of this Regulation S Temporary
Global Note for an interest in another Global Note or of other Restricted Global
Notes for an interest in this Regulation S Temporary Global Note, have been
made:

<TABLE>
<CAPTION>
                                                                    Principal Amount at
                     Amount of Decrease in  Amount of Increase in         Maturity             Signature of
                      Principal Amount at    Principal Amount at     of this Global Note    Authorized Officer
                           Maturity                Maturity            Following such          of Trustee or
Date of Exchange      of this Global Note    of this Global Note   Decrease (or Increase)     Note Custodian
----------------      -------------------    -------------------   ----------------------     --------------
<S>                  <C>                    <C>                    <C>                      <C>

</TABLE>


                                     A2-13
<PAGE>
                                                                       EXHIBIT B


                         FORM OF CERTIFICATE OF TRANSFER

InSight Health Services Corp.
4400 MacArthur Blvd., Suite 800
Newport Beach, California  92660
Attention:  General Counsel
Facsimile:  (949) 476-0137


State Street Bank and Trust Company, N.A.
61 Broadway, 15th Floor
New York, NY 10006
Attention: Corporate Trust Department

            Re:  9-7/8% Senior Subordinated Notes due 2011

            Reference is hereby made to the Indenture, dated as of October
30, 2001 (the "Indenture"), among InSight Health Services Corp., a Delaware
corporation (the "Company"), InSight Health Services Holdings Corp., a
Delaware corporation (the "Parent"), the Subsidiary Guarantors, and State
Street Bank and Trust Company, N.A., as trustee.  Capitalized terms used but
not defined herein shall have the meanings given to them in the Indenture.

            ___________________ (the "Transferor") owns and proposes to transfer
the Note[s] or interest in such Note[s] specified in Annex A hereto, in the
principal amount at maturity of $___________ in such Note[s] or interests (the
"Transfer"), to ___________________________ (the "Transferee"), as further
specified in Annex A hereto. In connection with the Transfer, the Transferor
hereby certifies that:

                            [CHECK ALL THAT APPLY]

            1. Check if Transferee will take delivery of a beneficial interest
in the 144A Global Note or a Definitive Note Pursuant to Rule 144A. The Transfer
is being effected pursuant to and in accordance with Rule 144A under the United
States Securities Act of 1933, as amended (the "Securities Act"), and,
accordingly, the Transferor hereby further certifies that the beneficial
interest or Definitive Note is being transferred to a Person that the Transferor
reasonably believed and believes is purchasing the beneficial interest or
Definitive Note for its own account, or for one or more accounts with respect to
which such Person exercises sole investment discretion, and such Person and each
such account is a "qualified institutional buyer" within the meaning of Rule
144A in a transaction meeting the requirements of Rule 144A and such Transfer is
in compliance with any applicable blue sky securities laws of any state of the
United States. Upon consummation of the proposed Transfer in accordance with the
terms of the Indenture, the transferred beneficial interest or Definitive Note
will be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the 144A Global Note and/or the Definitive Note and
in the Indenture and the Securities Act.


                                      B-1
<PAGE>
            2. Check if Transferee will take delivery of a beneficial interest
in the Regulation S Temporary Global Note, the Regulation S Permanent Global
Note or a Definitive Note pursuant to Regulation S. The Transfer is being
effected pursuant to and in accordance with Rule 903 or Rule 904 under the
Securities Act and, accordingly, the Transferor hereby further certifies that
(i) the Transfer is not being made to a person in the United States and (x) at
the time the buy order was originated, the Transferee was outside the United
States or such Transferor and any Person acting on its behalf reasonably
believed and believes that the Transferee was outside the United States or (y)
the transaction was executed in, on or through the facilities of a designated
offshore securities market and neither such Transferor nor any Person acting on
its behalf knows that the transaction was prearranged with a buyer in the United
States, (ii) no directed selling efforts have been made in contravention of the
requirements of Rule 903(b) or Rule 904(b) of Regulation S under the Securities
Act, (iii) the transaction is not part of a plan or scheme to evade the
registration requirements of the Securities Act and (iv) if the proposed
transfer is being made prior to the expiration of the Restricted Period, the
transfer is not being made to a U.S. Person or for the account or benefit of a
U.S. Person (other than an Initial Purchaser). Upon consummation of the proposed
transfer in accordance with the terms of the Indenture, the transferred
beneficial interest or Definitive Note will be subject to the restrictions on
Transfer enumerated in the Private Placement Legend printed on the Regulation S
Permanent Global Note, the Regulation S Temporary Global Note and/or the
Definitive Note and in the Indenture and the Securities Act.

            3. Check and complete if Transferee will take delivery of a
beneficial interest in the IAI Global Note or a Definitive Note pursuant to any
provision of the Securities Act other than Rule 144A or Regulation S. The
Transfer is being effected in compliance with the transfer restrictions
applicable to beneficial interests in Restricted Global Notes and Restricted
Definitive Notes and pursuant to and in accordance with the Securities Act and
any applicable blue sky securities laws of any state of the United States, and
accordingly the Transferor hereby further certifies that (check one):

            (a) such Transfer is being effected pursuant to and in accordance
      with Rule 144 under the Securities Act;

                                       or

            (b) such Transfer is being effected to the Company or a subsidiary
      thereof;

                                       or

            (c) such Transfer is being effected pursuant to an effective
      registration statement under the Securities Act and in compliance with the
      prospectus delivery requirements of the Securities Act;

                                       or

            (d) such Transfer is being effected to an Institutional Accredited
      Investor and pursuant to an exemption from the registration requirements
      of the Securities Act other than Rule 144A, Rule 144 or Rule 904, and the
      Transferor hereby further certifies that it has not engaged in any general
      solicitation within the meaning of Regulation D under the


                                      B-2
<PAGE>
      Securities Act and the Transfer complies with the transfer restrictions
      applicable to beneficial interests in a Restricted Global Note or
      Restricted Definitive Notes and the requirements of the exemption claimed,
      which certification is supported by (1) a certificate executed by the
      Transferee in the form of Exhibit D to the Indenture and (2) an Opinion of
      Counsel provided by the Transferor or the Transferee (a copy of which the
      Transferor has attached to this certification), to the effect that such
      Transfer is in compliance with the Securities Act. Upon consummation of
      the proposed transfer in accordance with the terms of the Indenture, the
      transferred beneficial interest or Definitive Note will be subject to the
      restrictions on transfer enumerated in the Private Placement Legend
      printed on the IAI Global Note and/or the Definitive Notes and in the
      Indenture and the Securities Act.

            4. Check if Transferee will take delivery of a beneficial interest
in an Unrestricted Global Note or of an Unrestricted Definitive Note.

            (a) Check if Transfer is Pursuant to Rule 144. (i) The Transfer is
being effected pursuant to and in accordance with Rule 144 under the Securities
Act and in compliance with the transfer restrictions contained in the Indenture
and any applicable blue sky securities laws of any state of the United States
and (ii) the restrictions on transfer contained in the Indenture and the Private
Placement Legend are not required in order to maintain compliance with the
Securities Act. Upon consummation of the proposed Transfer in accordance with
the terms of the Indenture, the transferred beneficial interest or Definitive
Note will no longer be subject to the restrictions on transfer enumerated in the
Private Placement Legend printed on the Restricted Global Notes, on Restricted
Definitive Notes and in the Indenture.

            (b) Check if Transfer is Pursuant to Regulation S. (i) The Transfer
is being effected pursuant to and in accordance with Rule 903 or Rule 904 under
the Securities Act and in compliance with the transfer restrictions contained in
the Indenture and any applicable blue sky securities laws of any state of the
United States and (ii) the restrictions on transfer contained in the Indenture
and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act. Upon consummation of the proposed Transfer
in accordance with the terms of the Indenture, the transferred beneficial
interest or Definitive Note will no longer be subject to the restrictions on
transfer enumerated in the Private Placement Legend printed on the Restricted
Global Notes, on Restricted Definitive Notes and in the Indenture.

            (c) Check if Transfer is Pursuant to Other Exemption. (i) The
Transfer is being effected pursuant to and in compliance with an exemption from
the registration requirements of the Securities Act other than Rule 144, Rule
903 or Rule 904 and in compliance with the transfer restrictions contained in
the Indenture and any applicable blue sky securities laws of any State of the
United States and (ii) the restrictions on transfer contained in the Indenture
and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act. Upon consummation of the proposed Transfer
in accordance with the terms of the Indenture, the transferred beneficial
interest or Definitive Note will not be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the Restricted Global
Notes or Restricted Definitive Notes and in the Indenture.


                                      B-3
<PAGE>
            This certificate and the statements contained herein are made for
your benefit and the benefit of the Company.


                                    ________________________________________
                                            [Insert Name of Transferor]

                                    By:________________________________________
                                       Name:
                                       Title:

Dated:______________


                                      B-4
<PAGE>
                       ANNEX A TO CERTIFICATE OF TRANSFER

1.    The Transferor owns and proposes to transfer the following:


                            [CHECK ONE OF (A) OR (B)]

            (A)   a beneficial interest in the:

                  (i)   144A Global Note (CUSIP __________); or

                  (ii)  Regulation S Global Note (CUSIP __________); or

                  (iii) IAI Global Note (CUSIP __________); or

            (B)   a Restricted Definitive Note.

2.    After the Transfer the Transferee will hold:


                                   [CHECK ONE]

            (A)   a beneficial interest in the:

                  (i)   144A Global Note (CUSIP __________); or

                  (ii)  Regulation S Global Note (CUSIP __________); or

                  (iii) IAI Global Note (CUSIP________); or

                  (iv)  Unrestricted Global Note (CUSIP___________); or

            (B)   a Restricted Definitive Note; or

            (C)   an Unrestricted Definitive Note,

in accordance with the terms of the Indenture.


                                      B-5
<PAGE>
                                                                       EXHIBIT C

                         FORM OF CERTIFICATE OF EXCHANGE

InSight Health Services Corp.
4400 MacArthur Blvd., Suite 800
Newport Beach, California  92660
Attention:  General Counsel
Facsimile:  (949) 476-0137


State Street Bank and Trust Company, N.A.
61 Broadway, 15th Floor
New York, NY 10006
Attention: Corporate Trust Department

            Re:  9-7/8% Senior Subordinated Notes due 2011

            Reference is hereby made to the Indenture, dated as of October
30, 2001 (the "Indenture"), among InSight Health Services Corp., a Delaware
corporation (the "Company"), InSight Health Services Holdings Corp., a
Delaware corporation (the "Parent"), the Subsidiary Guarantors, and State
Street Bank and Trust Company, N.A., as trustee.  Capitalized terms used but
not defined herein shall have the meanings given to them in the Indenture.

            __________________________ (the "Owner") owns and proposes to
exchange the Note[s] or interest in such Note[s] specified herein, in the
principal amount at maturity of $____________ in such Note[s] or interests (the
"Exchange"). In connection with the Exchange, the Owner hereby certifies that:

            1.    Exchange of Restricted Definitive Notes or Beneficial
Interests in a Restricted Global Note for Unrestricted Definitive Notes or
Beneficial Interests in an Unrestricted Global Note

            (a) Check if Exchange is from beneficial interest in a Restricted
Global Note to beneficial interest in an Unrestricted Global Note. In connection
with the Exchange of the Owner's beneficial interest in a Restricted Global Note
for a beneficial interest in an Unrestricted Global Note in an equal principal
amount at maturity, the Owner hereby certifies (i) the beneficial interest is
being acquired for the Owner's own account without transfer, (ii) such Exchange
has been effected in compliance with the transfer restrictions applicable to the
Global Notes and pursuant to and in accordance with the United States Securities
Act of 1933, as amended (the "Securities Act"), (iii) the restrictions on
transfer contained in the Indenture and the Private Placement Legend are not
required in order to maintain compliance with the Securities Act and (iv) the
beneficial interest in an Unrestricted Global Note is being acquired in
compliance with any applicable blue sky securities laws of any state of the
United States.

            (b) Check if Exchange is from beneficial interest in a Restricted
Global Note to Unrestricted Definitive Note. In connection with the Exchange of
the Owner's beneficial interest in a Restricted Global Note for an Unrestricted
Definitive Note, the Owner hereby


                                      C-1
<PAGE>
certifies (i) the Definitive Note is being acquired for the Owner's own account
without transfer, (ii) such Exchange has been effected in compliance with the
transfer restrictions applicable to the Restricted Global Notes and pursuant to
and in accordance with the Securities Act, (iii) the restrictions on transfer
contained in the Indenture and the Private Placement Legend are not required in
order to maintain compliance with the Securities Act and (iv) the Definitive
Note is being acquired in compliance with any applicable blue sky securities
laws of any state of the United States.

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

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

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

            (a) Check if Exchange is from beneficial interest in a Restricted
Global Note to Restricted Definitive Note. In connection with the Exchange of
the Owner's beneficial interest in a Restricted Global Note for a Restricted
Definitive Note with an equal principal amount at maturity, the Owner hereby
certifies that the Restricted Definitive Note is being acquired for the Owner's
own account without transfer. Upon consummation of the proposed Exchange in
accordance with the terms of the Indenture, the Restricted Definitive Note
issued will continue to be subject to the restrictions on transfer enumerated in
the Private Placement Legend printed on the Restricted Definitive Note and in
the Indenture and the Securities Act.

            (b) Check if Exchange is from Restricted Definitive Note to
beneficial interest in a Restricted Global Note. In connection with the Exchange
of the Owner's Restricted Definitive Note for a beneficial interest in the
[CHECK ONE] [ ] 144A Global Note, [ ] Regulation S Global Note, [ ] IAI
Global Note with an equal principal amount at maturity, the Owner hereby
certifies (i) the beneficial interest is being acquired for the Owner's own
account


                                      C-2
<PAGE>
without transfer and (ii) such Exchange has been effected in compliance with the
transfer restrictions applicable to the Restricted Global Notes and pursuant to
and in accordance with the Securities Act, and in compliance with any applicable
blue sky securities laws of any state of the United States. Upon consummation of
the proposed Exchange in accordance with the terms of the Indenture, the
beneficial interest issued will be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the relevant Restricted
Global Note and in the Indenture and the Securities Act.

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


                                    __________________________________________
                                            [Insert Name of Transferor]


                                    By:_______________________________________
                                       Name:
                                       Title:


Dated:____________


                                      C-3
<PAGE>
                                                                       EXHIBIT D

                            FORM OF CERTIFICATE FROM
                   ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

[        ]



            Re:  9-7/8% Senior Subordinated Notes due 2011

            Reference is hereby made to the Indenture, dated as of October
30, 2001 (the "Indenture"), among InSight Health Services Corp., a Delaware
corporation (the "Company") InSight Health Services Holdings Corp., a
Delaware corporation (the "Parent"), the Subsidiary Guarantors, and State
Street Bank and Trust Company, N.A., as trustee.  Capitalized terms used but
not defined herein shall have the meanings given to them in the Indenture.

            In connection with our proposed purchase of $____________ aggregate
principal amount at maturity of:

            (a)            beneficial interest in a Global Note, or

            (b)            a Definitive Note,

            we confirm that:

            1. We understand that any subsequent transfer of the Notes or any
interest therein is subject to certain restrictions and conditions set forth in
the Indenture and the undersigned agrees to be bound by, and not to resell,
pledge or otherwise transfer the Notes or any interest therein except in
compliance with, such restrictions and conditions and the United States
Securities Act of 1933, as amended (the "Securities Act").

            2. We understand that the offer and sale of the Notes have not been
registered under the Securities Act, and that the Notes and any interest therein
may not be offered or sold except as permitted in the following sentence. We
agree, on our own behalf and on behalf of any accounts for which we are acting
as hereinafter stated, that if we should sell the Notes or any interest therein,
we will do so only (A) to the Company or any subsidiary thereof, (B) in
accordance with Rule 144A under the Securities Act to a "qualified institutional
buyer" (as defined therein), (C) to an institutional "accredited investor" (as
defined below) that, prior to such transfer, furnishes (or has furnished on its
behalf by a U.S. broker-dealer) to you and to the Company a signed letter
substantially in the form of this letter and an Opinion of Counsel in form
reasonably acceptable to the Company to the effect that such transfer is in
compliance with the Securities Act, (D) outside the United States in accordance
with Rule 904 of Regulation S under the Securities Act, (E) pursuant to the
provisions of Rule 144(k) under the Securities Act or (F) pursuant to an
effective registration statement under the Securities Act, and we further agree
to provide to any person purchasing the Definitive Note or beneficial interest
in a Global Note from us in a transaction meeting the requirements of clauses
(A) through (E) of this paragraph a notice advising such purchaser that resales
thereof are restricted as stated herein.


                                      D-1
<PAGE>
            3. We understand that, on any proposed resale of the Notes or
beneficial interest therein, we will be required to furnish to you and the
Company such certifications, legal opinions and other information as you and the
Company may reasonably require to confirm that the proposed sale complies with
the foregoing restrictions. We further understand that the Notes purchased by us
will bear a legend to the foregoing effect.

            4. We are an institutional "accredited investor" (as defined in Rule
501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and have
such knowledge and experience in financial and business matters as to be capable
of evaluating the merits and risks of our investment in the Notes, and we and
any accounts for which we are acting are each able to bear the economic risk of
our or its investment.

            5. We are acquiring the Notes or beneficial interest therein
purchased by us for our own account or for one or more accounts (each of which
is an institutional "accredited investor") as to each of which we exercise sole
investment discretion.

            You and the Company are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any interested
party in any administrative or legal proceedings or official inquiry with
respect to the matters covered hereby.

                                    ___________________________________________
                                       [Insert Name of Accredited Investor]


                                    By:________________________________________
                                       Name:
                                       Title:

Dated:__________________


                                      D-2
<PAGE>
                                                                       EXHIBIT E

                          FORM OF NOTATION OF GUARANTEE

            For value received, each Guarantor (which term includes any
successor Person under the Indenture) has, jointly and severally,
unconditionally guaranteed, to the extent set forth in the Indenture and subject
to the provisions in the Indenture dated as of October 30, 2001 (the
"Indenture") among InSight Health Services Corp. (the "Company"), InSight Health
Services Holdings Corp., the Subsidiary Guarantors (as defined in the
Indenture), and State Street Bank and Trust Company, N.A., as trustee (the
"Trustee"), (a) the due and punctual payment of the principal of, premium, if
any, and interest on the Notes (as defined in the Indenture), whether at
maturity, by acceleration, redemption or otherwise, the due and punctual payment
of interest on overdue principal and premium, and, to the extent permitted by
law, interest, and the due and punctual performance of all other obligations of
the Company to the Holders or the Trustee all in accordance with the terms of
the Indenture and (b) in case of any extension of time of payment or renewal of
any Notes or any of such other obligations, that the same will be promptly paid
in full when due or performed in accordance with the terms of the extension or
renewal, whether at stated maturity, by acceleration or otherwise. The
obligations of the Guarantors to the Holders of Notes and to the Trustee
pursuant to the Guarantee and the Indenture are expressly set forth in Article
Eleven of the Indenture and reference is hereby made to the Indenture for the
precise terms of the Guarantee. Each Holder of a Note, by accepting the same,
(a) agrees to and shall be bound by such provisions, (b) authorizes and directs
the Trustee, on behalf of such Holder, to take such action as may be necessary
or appropriate to effectuate the subordination as provided in the Indenture and
(c) appoints the Trustee attorney-in-fact of such Holder for such purpose;
provided that the Indebtedness evidenced by this Guarantee shall cease to be so
subordinated and subject in right of payment upon any defeasance of this Note in
accordance with the provisions of the Indenture.

                                    [Name of Guarantor]


                                    By: ________________________________
                                        Name:
                                        Title:


                                      E-1
<PAGE>
                                                                       EXHIBIT F

                         FORM OF SUPPLEMENTAL INDENTURE
                    TO BE DELIVERED BY SUBSEQUENT GUARANTORS

            Supplemental Indenture (this "Supplemental Indenture"), dated as of
_____________, among __________________ (the "Guaranteeing Subsidiary"), a
subsidiary of InSight Health Services Corp. (or its permitted successor), a
Delaware corporation (the "Company"), InSight Health Services Holdings Corp.,
the Subsidiary Guarantors (as defined in the Indenture referred to herein) and
State Street Bank and Trust Company, N.A., as trustee under the Indenture
referred to below (the "Trustee").

                               W I T N E S S E T H

            WHEREAS, the Company has heretofore executed and delivered to the
Trustee an indenture (the "Indenture"), dated as of October 30, 2001 providing
for the issuance of an aggregate principal amount of $225 million of 9-7/8%
Senior Subordinated Notes due 2011 (the "Notes");

            WHEREAS, the Indenture provides that under certain circumstances the
Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental
indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally
guarantee all of the Company's obligations under the Notes and the Indenture on
the terms and conditions set forth herein (the "Guarantee"); and

            WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is
authorized to execute and deliver this Supplemental Indenture.

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

            1. Capitalized Terms. Capitalized terms used herein without
definition shall have the meanings assigned to them in the Indenture.

            2. Agreement to Guarantee. The Guaranteeing Subsidiary hereby agrees
as follows:

      (a) Along with all other Guarantors, to jointly and severally Guarantee to
each Holder of a Note authenticated and delivered by the Trustee and to the
Trustee and its successors and assigns, irrespective of the validity and
enforceability of the Indenture, the Notes or the obligations of the Company
hereunder or thereunder, that:

                  (i) the principal of and interest on the Notes will be
promptly paid in full when due, whether at maturity, by acceleration, redemption
or otherwise, and interest on the overdue principal of and interest on the
Notes, if any, if lawful, and all other obligations of the
<PAGE>
Company to the Holders or the Trustee hereunder or thereunder will be promptly
paid in full or performed, all in accordance with the terms hereof and thereof;
and

                  (ii) in case of any extension of time of payment or renewal of
any Notes or any of such other obligations, the same will be promptly paid in
full when due or performed in accordance with the terms of the extension or
renewal, whether at stated maturity, by acceleration or otherwise. Failing
payment when due of any amount so guaranteed or any performance so guaranteed
for whatever reason, the Guarantors shall be jointly and severally obligated to
pay the same immediately.

      (b) The obligations hereunder shall be unconditional, irrespective of the
validity, regularity or enforceability of the Notes or the Indenture, the
absence of any action to enforce the same, any waiver or consent by any Holder
of the Notes with respect to any provisions hereof or thereof, the recovery of
any judgment against the Company, any action to enforce the same or any other
circumstance that might otherwise constitute a legal or equitable discharge or
defense of a guarantor.

      (c) The following are hereby waived: diligence, presentment, demand of
payment, filing of claims with a court in the event of insolvency or bankruptcy
of the Company, any right to require a proceeding first against the Company,
protest, notice and all demands whatsoever.

      (d) This Guarantee shall not be discharged except by complete performance
of the obligations contained in the Notes and the Indenture.

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

      (f) The Guaranteeing Subsidiary shall not be entitled to any right of
subrogation in relation to the Holders in respect of any obligations guaranteed
hereby until payment in full of all obligations guaranteed hereby.

      (g) As between the Guarantors, on the one hand, and the Holders and the
Trustee, on the other hand, (x) the maturity of the obligations guaranteed
hereby may be accelerated as provided in Article Six of the Indenture for the
purposes of this Guarantee, notwithstanding any stay, injunction or other
prohibition preventing such acceleration in respect of the obligations
guaranteed hereby, and (y) in the event of any declaration of acceleration of
such obligations as provided in Article Six of the Indenture, such obligations
(whether or not due and payable) shall forthwith become due and payable by the
Guarantors for the purpose of this Guarantee.

      (h) Pursuant to Section 10.02 of the Indenture, after giving effect to any
maximum amount and any other contingent and fixed liabilities that are relevant
under any applicable Bankruptcy or fraudulent conveyance laws, and after giving
effect to any collections from, rights to receive contribution from or payments
made by or on behalf of any other Guarantor in respect of the obligations of
such other Guarantor under Article Ten of the Indenture shall result in the
<PAGE>
obligations of such Guarantor under its Guarantee not constituting a fraudulent
transfer or conveyance.

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

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

            5. Guaranteeing Subsidiary May Consolidate, Etc., on Certain Terms.

            Except as otherwise provided in Section 11.05 of the Indenture, a
Subsidiary Guarantor may not consolidate with or merge with or into any other
Person or convey, sell, assign, transfer, lease or otherwise dispose of its
properties and assets substantially as an entirety to any other Person (other
than the Company or another Subsidiary Guarantor) unless:

            (i) subject to the provisions of the following paragraph, the Person
      formed by or surviving such consolidation or merger (if other than such
      Subsidiary Guarantor) or to which such properties and assets are
      transferred assumes all of the obligations of such Subsidiary Guarantor
      under this Indenture and its Guarantee, pursuant to a supplemental
      indenture in form and substance satisfactory to the Trustee;

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

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

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

            In case of any such consolidation, merger, sale or conveyance and
upon the assumption by the successor Person, by supplemental indenture, executed
and delivered to the Trustee and reasonably satisfactory in form to the Trustee,
of the Guarantee endorsed upon the Notes and the due and punctual performance of
all of the covenants and conditions of the Indenture to be performed by a
Guarantor, such successor Person shall succeed to and be
<PAGE>
substituted for a Guarantor with the same effect as if it had been named herein
as a Guarantor. Such successor Person thereupon may cause to be signed any or
all of the Guarantees to be endorsed upon all of the Notes issuable hereunder
which theretofore shall not have been signed by the Company and delivered to the
Trustee. All the Guarantees so issued shall in all respects have the same legal
rank and benefit under the Indenture as the Guarantees theretofore and
thereafter issued in accordance with the terms of the Indenture as though all of
such Guarantees had been issued at the date of the execution hereof.

            6. Releases.

            (a) A Subsidiary Guarantor will be deemed automatically and
unconditionally released and discharged from all of its obligations under its
Guarantee without any further action on the part of the Trustee or any Holder of
the Notes upon a sale or other disposition to a Person not an Affiliate of the
Company of all of the Capital Stock of, or all or substantially all of the
assets of, such Subsidiary Guarantor, by way of merger, consolidation or
otherwise, which transaction is carried out in accordance with Section 4.10
hereof; provided that any such termination shall occur (x) only to the extent
that all obligations of such Subsidiary Guarantor under all of its guarantees
of, and under all of its pledges of assets or other security interests which
secure any Indebtedness of the Company shall also terminate upon such sale,
disposition or release and (y) only if the Trustee is furnished with written
notice of such release together with an Officers' Certificate from such
Subsidiary Guarantor to the effect that all of the conditions to release in this
Section 6 have been satisfied.

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

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

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

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

            10. Effect of Headings. The Section headings herein are for
convenience only and shall not affect the construction hereof.
<PAGE>
            11. Trustee. The Trustee shall not be responsible in any manner
whatsoever for or in respect of the validity or sufficiency of this Supplemental
Indenture or for or in respect of the recitals contained herein, all of which
recitals are made solely by the Guaranteeing Subsidiary and the Company.
<PAGE>
            IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed and attested, all as of the date first above
written.


Dated:  _______________, ____

                                    [Guaranteeing Subsidiary]


                                    By: __________________________
                                        Name:
                                        Title:


                                    INSIGHT HEALTH SERVICES CORP.


                                    By: __________________________
                                        Name:
                                        Title:

                                    INSIGHT HEALTH SERVICES HOLDINGS CORP.

                                    By: ______________________________
                                        Name:
                                        Title:

                                    [Subsidiary Guarantors]

                                    By: ______________________________
                                        Name:
                                        Title:

                                    STATE STREET BANK AND TRUST COMPANY,
                                    N.A.,  AS TRUSTEE

                                    By: ______________________________
                                        Name:
                                        Title: