S-3/A

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      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 23, 2001


                                                      REGISTRATION NO. 333-54310
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            ------------------------

                                AMENDMENT NO. 4

                                       TO

                                    FORM S-3
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                            ------------------------

                         QUEST DIAGNOSTICS INCORPORATED
          (EXACT NAME OF EACH REGISTRANT AS SPECIFIED IN ITS CHARTER)


                                                                
             DELAWARE                             8071                            16-1387862
 (STATE OR OTHER JURISDICTION OF      (PRIMARY STANDARD INDUSTRIAL              (IRS EMPLOYER
  INCORPORATION OR ORGANIZATION)      CLASSIFICATION CODE NUMBER)          IDENTIFICATION NUMBERS)




                         QUEST DIAGNOSTICS INCORPORATED
                               ONE MALCOLM AVENUE
                          TETERBORO, NEW JERSEY 07608
                                 (201) 393-5000
         (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
            AREA CODE, OF REGISTRANTS' PRINCIPAL EXECUTIVE OFFICES)
                            ------------------------

                          LEO C. FARRENKOPF, JR., ESQ.
                         QUEST DIAGNOSTICS INCORPORATED
                          VICE PRESIDENT AND SECRETARY
                               ONE MALCOLM AVENUE
                          TETERBORO, NEW JERSEY 07608
                                 (201) 393-5000
           (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
         INCLUDING AREA CODE, OF AGENT FOR SERVICE OF EACH REGISTRANT)
                            ------------------------


                      SEE TABLE OF ADDITIONAL REGISTRANTS

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

                                WITH COPIES TO:

                                                 
              STEPHEN T. GIOVE, ESQ.                              STUART H. GELFOND, ESQ.
                SHEARMAN & STERLING                      FRIED, FRANK, HARRIS, SHRIVER & JACOBSON
               599 LEXINGTON AVENUE                                 ONE NEW YORK PLAZA
             NEW YORK, NEW YORK 10022                            NEW YORK, NEW YORK 10004
                  (212) 848-4000                                      (212) 859-8000



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

    APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after this registration statement becomes effective.

    If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box.  [ ]

    If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended, other than securities offered only in connection with dividend
or interest reinvestment plans, check the following box.  [X]

    If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering.  [ ]

    If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.  [ ]

    If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box.  [ ]


                        CALCULATION OF REGISTRATION FEE





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                                                                           PROPOSED        PROPOSED MAXIMUM
             TITLE OF EACH CLASS OF                    AMOUNT TO       MAXIMUM OFFERING        AGGREGATE           AMOUNT OF
           SECURITIES TO BE REGISTERED             BE REGISTERED(1)    PRICE PER UNIT(1)   OFFERING PRICE(1)   REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------------------------------------
                                                                                                  
PRIMARY OFFERING:
Debt securities of Quest Diagnostics(3)(7).......
Preferred stock of Quest Diagnostics(4)(7).......
Common stock of Quest Diagnostics(5)(7)..........         (2)                 (2)                 (2)
Guarantees of Debt Securities of Quest
  Diagnostics(6).................................
- ---------------------------------------------------------------------------------------------------------------------------------
Total............................................    $600,000,000            100%            $600,000,000             (8)
- ---------------------------------------------------------------------------------------------------------------------------------
SECONDARY OFFERING:
Common stock of Quest Diagnostics(9).............      1,500,000                                                     (10)
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                                                        (Footnotes on next page)

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    THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(a), SHALL DETERMINE.

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


 (1)We will determine the proposed maximum offering price per unit from time to
    time in connection with issuances of securities registered hereunder. The
    proposed maximum aggregate offering price has been estimated solely for the
    purpose of calculating the registration fee pursuant to Rule 457 under the
    Securities Act.



 (2)Not applicable pursuant to General Instruction II.D of Form S-3.



 (3)There is being registered hereunder an indeterminate principal amount of
    debt securities of our company as may be offered or sold from time to time
    by us. If any debt securities are issued at an original issue discount, then
    the offering price shall be in such greater principal amount as shall result
    in an aggregate initial offering price not to exceed $600,000,000.



 (4)There is being registered hereunder an indeterminate number of shares of our
    preferred stock as may be sold from time to time by us.



 (5)There is being registered hereunder an indeterminate number of shares of our
    common stock as may be sold from time to time by us. This includes the
    associated rights to purchase our Series A Junior Participating Preferred
    Stock. The rights to purchase our Series A Junior Participating Preferred
    Stock initially are attached to and trade with the shares of our common
    stock being registered hereby.



 (6)Registrants listed on the Table of Additional Registrants will fully,
    irrevocably and unconditionally guarantee on an unsecured basis our debt
    securities. Pursuant to Rule 457(n), no separate fee is required to be paid
    in respect of guarantees of our debt securities, that are being registered
    concurrently.



 (7)Includes such indeterminate amount of debt securities, preferred stock and
    common stock of our company as may be issued upon conversion or exchange for
    any other securities registered hereunder that provide for conversion or
    exchange into debt securities, preferred stock or common stock of our
    company.



 (8)Registration fee of $150,000 was previously paid by registrant.



 (9)The selling shareholder, SmithKline Beecham plc, may offer a maximum of
    1,500,000 shares of common stock of our company. This includes the
    associated rights to purchase our Series A Junior Participating Preferred
    Stock. The rights to purchase our Series A Junior Participating Preferred
    Stock initially are attached to and trade with the shares of our common
    stock being registered hereby.



(10)Registration fee of $36,750 was previously paid by registrant.

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                        TABLE OF ADDITIONAL REGISTRANTS





                                                 STATE OR OTHER       PRIMARY STANDARD
                                                JURISDICTION OF          INDUSTRIAL         I.R.S. EMPLOYER
                                                INCORPORATION OR    CLASSIFICATION CODE     IDENTIFICATION
NAME                                              ORGANIZATION             NUMBER               NUMBER
- ----                                            ----------------    --------------------    ---------------
                                                                                   
Quest Diagnostics Holdings Incorporated.......     DE                       8071              23-2324658
Quest Diagnostics Clinical Laboratories,           DE                       8071              38-2084239
  Inc. .......................................
Quest Diagnostics Incorporated................     CA                       8071              95-2701802
Quest Diagnostics Incorporated................     MD                       8071              52-0890739
Quest Diagnostics LLC.........................     IL                       8071              36-4257926
Quest Diagnostics Incorporated................     MI                       8071              38-1882750
Quest Diagnostics Incorporated................     CT                       8071              06-1460613
Quest Diagnostics Incorporated................     MA                       8071              04-3248020
Quest Diagnostics of Pennsylvania Inc. .......     DE                       8071              22-3137283
Quest Diagnostics Incorporated................     OH                       8071              34-0944454
MetWest Inc. .................................     DE                       8071              33-0363116
Nichols Institute Diagnostics.................     CA                       8071              95-2955451
DPD Holdings, Inc.............................     DE                       8071              93-0988106
Diagnostics Reference Services Inc............     MD                       8071              22-3479439
Laboratory Holdings Incorporated..............     MA                       8071              04-2449994
Pathology Building Partnership................     MD                       8071              51-1188454
Quest Diagnostics Investments Incorporated....     DE                       8731              51-0314231
Quest Diagnostics Finance Incorporated........     DE                       8071              51-0390719


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        THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED.
        WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED
        WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS
        PROSPECTUS IS NOT AN OFFER TO SELL NOR DOES IT SEEK AN OFFER TO BUY
        SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.


                   Subject to completion, dated May 23, 2001


PROSPECTUS

                         QUEST DIAGNOSTICS INCORPORATED

                                DEBT SECURITIES


                         GUARANTEES OF DEBT SECURITIES


                                PREFERRED STOCK

                                  COMMON STOCK

                                     [LOGO]

     We may offer and sell, from time to time, in one or more offerings, up to
$600,000,000 of any combination of the debt and equity securities we describe in
this prospectus. If we decide to offer and sell our common stock, SmithKline
Beecham plc may also use this prospectus to offer and sell up to 1.5 million
shares of our common stock owned by it. We will not receive any proceeds from
the sale of our common stock by SmithKline Beecham plc.


     Our debt securities may be fully, irrevocably and unconditionally
guaranteed on an unsecured basis by our subsidiaries as described in
"Description of Debt Securities -- Guarantees."


     We will provide the specific terms of these securities in supplements to
this prospectus. This prospectus may not be used to sell securities unless
accompanied by a prospectus supplement. WE URGE YOU TO READ CAREFULLY THIS
PROSPECTUS AND THE ACCOMPANYING PROSPECTUS SUPPLEMENT, WHICH WILL DESCRIBE THE
SPECIFIC TERMS OF THE SECURITIES OFFERED, BEFORE YOU MAKE YOUR INVESTMENT
DECISION.

     Our common stock trades on the New York Stock Exchange under the symbol
"DGX."

     INVESTING IN OUR COMMON STOCK, PREFERRED STOCK OR DEBT SECURITIES INVOLVES
RISKS, SEE "RISK FACTORS" BEGINNING ON PAGE 1.
                            ------------------------

     Neither the Securities and Exchange Commission nor any other regulatory
body has approved or disapproved of these securities or passed upon the adequacy
or accuracy of this prospectus. Any representation to the contrary is a criminal
offense.
                            ------------------------
              The date of this prospectus is                , 2001
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                               TABLE OF CONTENTS




                                                              PAGE
                                                              ----
                                                           
ABOUT THIS PROSPECTUS.......................................   ii
QUEST DIAGNOSTICS INCORPORATED..............................   ii
RISK FACTORS................................................    1
RATIO OF EARNINGS TO FIXED CHARGES AND EARNINGS TO COMBINED
  FIXED CHARGES AND PREFERRED STOCK DIVIDENDS...............    9
USE OF PROCEEDS.............................................    9
WHERE YOU CAN FIND MORE INFORMATION.........................   10
FORWARD-LOOKING STATEMENTS..................................   11
SECURITIES WE MAY ISSUE.....................................   12
DESCRIPTION OF DEBT SECURITIES..............................   16
DESCRIPTION OF THE PREFERRED STOCK AND THE DEPOSITARY SHARES
  REPRESENTING FRACTIONAL SHARES OF PREFERRED STOCK.........   29
DESCRIPTION OF COMMON STOCK.................................   34
SELLING STOCKHOLDER.........................................   37
PLAN OF DISTRIBUTION........................................   38
VALIDITY OF THE SECURITIES..................................   39
INDEPENDENT ACCOUNTANTS.....................................   39



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

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                             ABOUT THIS PROSPECTUS

     This prospectus is part of a registration statement that we filed with the
Securities and Exchange Commission (the "SEC") using the SEC's shelf
registration rules. Under the shelf registration rules, using this prospectus,
together with a prospectus supplement, we may sell from time to time, in one or
more offerings, up to $600,000,000 of any of the securities described in this
prospectus. SmithKline Beecham may use this prospectus to offer and sell our
common stock that it owns as described in "Selling Stockholder" only as part of
an underwritten public offering. In December 2000, Glaxo Wellcome and SmithKline
Beecham merged to form GlaxoSmithKline plc.


     In this prospectus we use the terms "Quest Diagnostics," "we," "us," and
"our" to refer to Quest Diagnostics Incorporated, a Delaware corporation.


     This prospectus provides you with a general description of the securities
we may sell and the common stock that SmithKline Beecham may sell. Each time we
sell securities under this prospectus, we will provide a prospectus supplement
that will contain specific information about the terms of that offering. The
prospectus supplement may also add, update or change information contained in
this prospectus. You should read this prospectus, the applicable prospectus
supplement and the additional information described below under "Where You Can
Find More Information."

                         QUEST DIAGNOSTICS INCORPORATED

     We are the nation's leading provider of diagnostic testing and related
services for the healthcare industry. We offer a broad range of clinical
laboratory testing services to physicians, hospitals, managed care
organizations, employers, governmental institutions and other independent
clinical laboratories. We have the leading market share in clinical laboratory
testing and esoteric testing, including molecular diagnostics, as well as
anatomic pathology services and testing for drugs of abuse. Esoteric tests are
those tests that are performed less frequently than routine tests and require
more sophisticated equipment and materials, professional "hands-on" attention
and more highly skilled personnel to perform and analyze results.

     We currently process over 100 million requisitions each year. Each
requisition form accompanies a patient specimen, indicating the tests to be
performed and the party to be billed for the tests. Our national network of
laboratories and patient service centers is more extensive than those of our
competitors, with principal laboratories located in approximately 30 major
metropolitan areas throughout the United States, several joint venture
laboratories, approximately 150 smaller "rapid response" laboratories and
approximately 1,300 patient service centers. We also operate a leading esoteric
testing laboratory and development facility known as Nichols Institute located
in San Juan Capistrano, California as well as laboratory facilities in Mexico
City, Mexico and near London, England.

     In addition to our laboratory testing business, our clinical trials
business is one of the leading providers of testing to support clinical trials
of new pharmaceuticals worldwide. We also collect and analyze laboratory,
pharmaceutical and other data through our Quest Informatics division in order to
help pharmaceutical companies with their marketing and disease management
efforts, as well as to help healthcare customers better manage the health of
their patients.

     Our company is a Delaware corporation. Our principal executive offices are
located at One Malcolm Avenue, Teterboro, New Jersey 07608, and our telephone
number is (201) 393-5000.

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                                  RISK FACTORS

     You should carefully consider the risks described below before making a
decision to invest in our securities. Some of the following factors relate
principally to our business and the industry in which we operate. Other factors
relate principally to your investment in our securities. The risks and
uncertainties described below are not the only ones facing our company.
Additional risks and uncertainties not presently known to us or that we
currently deem immaterial may also adversely affect our business and operations.

     If any of the matters included in the following risks were to occur, our
business, financial condition, results of operations, cash flows or prospects
could be materially adversely affected. In such case, the trading price of our
common stock could decline and you could lose all or part of your investment.

INTEGRATING OUR BUSINESS OPERATIONS WITH THOSE BUSINESSES THAT WE HAVE ACQUIRED
OR MAY ACQUIRE IN THE FUTURE MAY BE DIFFICULT AND MAY HAVE A MATERIAL ADVERSE
IMPACT ON OUR BUSINESS

     We are in the process of integrating into our company the operations of
SmithKline Beecham Clinical Laboratories, Inc., or SBCL, which we acquired in
August 1999. While we have substantially completed the transition of our
business affected by this integration, including consolidation of redundant
facilities and infrastructure and administrative and other duplicative
functions, certain other activities, such as standardization of information
systems, will continue beyond 2001. Given the large size of SBCL's operations
and the complexity of the clinical laboratory testing business, we expect that
it will take as long as three years from the date of this prospectus before we
fully complete the process. In addition, in February 2001 we acquired the assets
of Clinical Laboratories of Colorado. We may also acquire additional clinical
laboratories in the future as part of our growth strategy. Each of these
acquisitions involves the integration of separate companies that have previously
operated independently and have different corporate cultures. The process of
combining such companies may be disruptive to their businesses and may cause an
interruption of, or a loss of momentum in, such businesses as a result of the
following difficulties, among others:

     - loss of key customers or employees;

     - inconsistencies in standards, controls, procedures and policies among the
       companies being combined make it more difficult to implement and
       harmonize company-wide financial, accounting, billing, information and
       other systems;

     - failure to maintain the quality of services that such companies have
       historically provided;

     - coordination of geographically diverse organizations; and

     - diversion of management's attention from the day-to-day business of our
       company as a result of the need to deal with the above disruptions and
       difficulties and the added costs of dealing with such disruptions.

In particular, since most of our clinical laboratory testing is performed under
arrangements that are terminable at will or on short notice, any such
interruption of or deterioration in our services may result in a customer's
decision to stop using us for clinical laboratory testing.

OUR ACQUISITIONS MAY NOT PRODUCE THE ANTICIPATED BENEFITS

     Even if we are able to successfully integrate the operations of SBCL into
our company, or the operations of other companies or businesses we may acquire
in the future, we may not be able to realize the full benefits that we currently
expect to result from such integration, either at all or in a timely manner.
Overall, we expect that the integration of SBCL will result in approximately
$150 million in annual synergies, to be achieved by the end of 2002. For the
year ended December 3l, 2000, we estimated that we achieved approximately $50
million of these synergies. However, we may not continue to realize these
synergies or we may not realize any of the additional anticipated benefits,
either at all or in a timely manner.

                                        1
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FAILURE TO TIMELY OR ACCURATELY BILL FOR OUR SERVICES COULD HAVE A MATERIAL
ADVERSE IMPACT ON OUR NET REVENUES AND BAD DEBT EXPENSE

     Billing for laboratory services is extremely complicated. Laboratories must
bill various payers, such as patients, insurance companies, Medicare, Medicaid,
physicians and employer groups, all of which have different billing
requirements. In addition, auditing for compliance with applicable laws and
regulations as well as internal compliance policies and procedures adds further
complexity to the billing process. Among many other factors complicating billing
are:

     - pricing differences between our fee schedules and the reimbursement rates
       of the payers;

     - disputes with payers as to which party is responsible for payment; and

     - disparity in coverage among various carriers.

     We believe that most of our bad debt expense, which was 7% of our net
revenues in 2000, is the result of several non-credit-related issues, primarily
missing or incorrect billing information on requisitions received from
healthcare providers. In general, we perform the requested tests and report test
results regardless of whether the billing information is incorrect or missing.
We subsequently attempt to contact the provider to obtain any missing
information or rectify incorrect billing information. Missing or incorrect
information on requisitions adds complexity to and slows the billing process,
creates backlogs of unbilled requisitions, and generally increases the aging of
accounts receivable. When all issues relating to the missing or incorrect
information are not resolved in a timely manner, the related receivables are
written-off to the allowance for doubtful accounts.

FAILURE IN OUR INFORMATION TECHNOLOGY SYSTEMS, INCLUDING FAILURES RESULTING FROM
OUR SYSTEMS CONVERSIONS, COULD SIGNIFICANTLY INCREASE TURN-AROUND TIME AND
OTHERWISE DISRUPT OUR OPERATIONS, WHICH COULD REDUCE OUR CUSTOMER BASE AND
RESULT IN LOST NET REVENUES

     Our success depends, in part, on the continued and uninterrupted
performance of our information technology, or IT, systems. Our computer systems
are vulnerable to damage from a variety of sources, including telecommunications
failures, malicious human acts and natural disasters. Moreover, despite network
security measures, some of our servers are potentially vulnerable to physical or
electronic break-ins, computer viruses and similar disruptive problems. Despite
the precautions we have taken, unanticipated problems affecting our systems
could cause failures in our IT systems. Sustained or repeated system failures
that interrupt our ability to process test orders, deliver test results or
perform tests in a timely manner would adversely affect our reputation and
result in a loss of customers and net revenues.

     In addition, we are in the process of standardizing our systems as a result
of the SBCL acquisition, which process is difficult and will take several years
to complete. SBCL had standardized billing and laboratory information systems
throughout its laboratory network, which are different from our existing
systems. We plan to begin to develop and implement a new laboratory information
system and a new billing system that combine the functionality of the existing
systems of Quest Diagnostics and SBCL. We expect that the development and
implementation of the new systems will take several years. During systems
conversions of this type, workflow may be temporarily interrupted, which may
cause backlogs. In addition, the implementation process, including the
transferring of databases and master files to new data centers, presents
significant conversion risks which could cause failures in our IT systems and
disrupt our operations.

THE DEVELOPMENT OF NEW, MORE COST-EFFECTIVE TESTS THAT CAN BE PERFORMED BY
PHYSICIANS IN THEIR OFFICES OR BY PATIENTS COULD NEGATIVELY IMPACT OUR TESTING
VOLUME AND NET REVENUES

     The diagnostics testing industry is faced with changing technology and new
product introductions. Advances in technology may lead to the development of
more cost-effective tests that can be performed outside of an independent
clinical laboratory such as (1) point-of-care tests that can be performed by
physicians in their offices and (2) home testing that can be performed by
patients. Development of such technology and its use by our customers would
reduce the demand for our laboratory testing services and
                                        2
   9

negatively impact our revenues. Currently, most clinical laboratory testing is
categorized as "high" or "moderate" complexity, and thereby subject to extensive
and costly regulation, under the Clinical Laboratory Improvement Amendments of
1988, or CLIA. The cost of compliance with CLIA makes it not cost effective for
most physicians to operate clinical laboratories in their offices; other laws
limit the ability of physicians to have ownership in a laboratory and refer
tests to such laboratory. However, manufacturers of laboratory equipment and
test kits could seek to increase their sales by marketing point of care
laboratory equipment to physicians and by selling test kits approved for home
use to both physicians and patients. Over-the-counter diagnostics tests are
automatically deemed to be "waived" tests under CLIA, which may then be
performed in physician office laboratories as well as by patients in their homes
with minimal regulatory oversight. The Food and Drug Administration, or FDA, has
regulatory responsibility over instruments, test kits, reagents and other
devices used by clinical laboratories and recently has taken responsibility from
Center for Disease Control, or CDC, for test classification. Increased approval
of home test kits could lead to increased testing by physicians in their
offices, which could affect our market for laboratory testing services and
negatively impact our revenues.

EFFORTS BY THIRD PARTY PAYERS, INCLUDING THE GOVERNMENT, TO REDUCE UTILIZATION
AND PRICING COULD HAVE A MATERIAL ADVERSE IMPACT ON OUR NET REVENUES AND
PROFITABILITY

     Government payers, such as Medicare and Medicaid, as well as private
payers, including managed care organizations, have taken steps and may continue
to take steps to control the cost, utilization and delivery of healthcare
services, including clinical laboratory services. Primarily as a result of
recent reimbursement rate reductions and utilization controls implemented by
government regulations, the percentage of our aggregate net revenues derived
from Medicare programs declined from 20% in 1995 to 13% in 2000. For a more
detailed description of the developments in government regulations, we urge
investors to read carefully our most recent annual report on Form 10-K filed
with the SEC and incorporated by reference into this prospectus.

     In addition to changes in government reimbursement programs, private
payers, including managed care organizations, are demanding discounted fee
structures or the assumption by clinical laboratory service providers of all or
a portion of the financial risk through capitated payment contracts. Under
capitated payment contracts, clinical laboratories receive a fixed monthly fee
per individual enrolled with the managed care organization for all laboratory
tests performed during the month. In particular, managed care organizations,
which have significant bargaining power, frequently negotiate for capitated
payment contracts. In 2000, we derived approximately 9% of our revenues from
capitated payment contracts with managed care organizations. As the number of
patients covered by managed care organizations increased, more patients were
covered under capitated payment contracts, which resulted in reduced
opportunities for higher priced fee-for-service business and adversely affected
our profit margin.

     We expect efforts to impose reduced reimbursements and more stringent cost
controls by government and other payers to continue. If we cannot offset
additional reductions in the payments we receive for our services by reducing
costs, increasing test volume and/or introducing new procedures, it could have a
material adverse impact on our net revenues and profitability.

FAILURE TO PROVIDE A HIGHER QUALITY OF SERVICE THAN THAT OF OUR COMPETITORS
COULD HAVE A MATERIAL ADVERSE IMPACT ON OUR NET REVENUES

     While there has been significant consolidation in the clinical laboratory
testing business in recent years, it remains a fragmented and highly competitive
industry. We compete with three types of laboratory providers:
hospital-affiliated laboratories, other independent clinical laboratories and
physician-office laboratories. Most physicians have admitting privileges or
other relationships with hospitals as part of their medical practice. Almost all
hospitals maintain an on-site laboratory to perform routine clinical testing on
their in-patients and out-patients. Many hospitals leverage their relationships
with community physicians and encourage the physicians to send their outreach
(non-hospital patients) testing to the hospital's laboratory. In addition,
hospitals that own physician practices generally require the physicians to refer
tests to the hospital's affiliated laboratories. As a result of this affiliation
between hospitals and community
                                        3
   10

physicians, we compete against hospital-affiliated laboratories primarily based
on quality of service. Our failure to provide service superior to
hospital-affiliated laboratories and other laboratories could have a material
adverse impact on our net revenues.

IF WE FAIL TO COMPLY WITH EXTENSIVE LAWS AND REGULATIONS, WE COULD SUFFER
PENALTIES OR BE REQUIRED TO MAKE SIGNIFICANT CHANGES TO OUR OPERATIONS

     We are subject to extensive and frequently changing federal, state and
local laws and regulations. We believe that, based on our experience with
government settlements and public announcements by various government officials,
the federal government's position on healthcare fraud continues to harden. In
addition, legislative provisions relating to healthcare fraud and abuse give
federal enforcement personnel substantially increased funding, powers and
remedies to pursue suspected fraud and abuse. While we believe that we are in
material compliance with all applicable laws, many of the regulations applicable
to us, including those relating to billing and reimbursement of tests and those
relating to relationships with physicians and hospitals, are vague or indefinite
and have not been interpreted by the courts. They may be interpreted or applied
by a prosecutorial, regulatory or judicial authority in a manner that could
require us to make changes in our operations, including our billing practices.
If we fail to comply with applicable laws and regulations, we could suffer civil
and criminal penalties, including the loss of licenses or our ability to
participate in Medicare, Medicaid and other federal and state healthcare
programs.

     During the mid-1990s, Quest Diagnostics and SBCL settled government claims
that primarily involved industry-wide billing and marketing practices that both
companies believed to be lawful. The aggregate amount of the settlements for
these claims exceeded $500 million. The federal or state governments may bring
additional claims based on new theories as to our practices that we believe to
be in compliance with law. The federal government has substantial leverage in
negotiating settlements since the amount of potential fines far exceeds the
rates at which we are reimbursed and the government has the remedy of excluding
a non-compliant provider from participation in the Medicare program, which
represented approximately 13% of our consolidated net revenues during 2000.

     There remain pending against Quest Diagnostics and SBCL private claims
arising out of the settlement of the government claims, including several class
actions brought against SBCL. We believe that our reserves with respect to such
claims are adequate. However, we understand that there may be pending qui tam,
or "whistle blower," claims brought by former employees or others as to which we
have not been provided with a copy of the complaint and accordingly cannot
determine the extent of any potential liability. Liabilities with respect to the
claims that we know are pending against SBCL are generally covered by an
indemnification from SmithKline Beecham. The indemnities we obtained from
SmithKline Beecham in connection with liabilities from government investigations
do not cover governmental claims that arise after the closing date of the SBCL
acquisition, private claims unrelated to the governmental claims or
investigations subject to SBCL indemnification, and any consequential or
incidental damages relating to the billing claims, including losses of revenues
and profits as a consequence of exclusion from participation in federal or state
health care programs. For additional information, see our most recent annual
report on Form 10-K and quarterly reports on Form 10-Q filed with the Commission
and incorporated by reference into this prospectus.

THE FINAL PRIVACY REGULATIONS AND PROPOSED FEDERAL SECURITY REGULATIONS UNDER
THE HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT OF 1996 THAT WILL TAKE
EFFECT IN 2003 WILL INCREASE OUR COSTS AND COULD LIMIT OUR ABILITY TO PROVIDE
MEDICAL INFORMATION.

     Pursuant to the Health Insurance Portability and Accountability Act of
1996, or HIPAA, on December 28, 2000, the Secretary of the Department of Health
and Human Services, or HHS, issued final regulations that established
comprehensive federal standards with respect to the use and disclosure of

                                        4
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protected health information by health plans, healthcare providers and
healthcare data clearinghouses. The regulations establish a complex regulatory
framework on a variety of subjects, including:

     - the circumstances under which disclosures and uses of protected health
       information require a general patient consent, specific authorization by
       the patient, or no patient consent or authorization;

     - the content of notices of privacy practices for protected health
       information;

     - patients' rights to access, amend, and receive an accounting of the
       disclosures and uses of protected health information; and

     - administrative, technical and physical safeguards required of entities
       that use or receive protected health information.

     The regulations establish a "floor" and do not supersede state laws that
are more stringent. Therefore, we are required to comply with both federal
privacy standards and varying state privacy laws. In addition, for healthcare
data transfers relating to citizens of other countries, we will need to comply
with the laws of other countries. The federal privacy regulations became
effective in April 2001 for healthcare providers, but healthcare providers have
until April 2003 to comply with the regulations. In addition, final standards
for electronic transactions were issued in August 2000 and will become effective
in October 2002. These regulations provide uniform standards for code sets
(codes representing medical procedures and laboratory tests and diagnosis codes
which are used, among others, in connection with the identification and billing
of medical procedures and laboratory tests), electronic claims, remittance
advice, enrollment, eligibility and other electronic transactions. Finally, the
proposed security and electronic signature regulations issued by the Secretary
of HHS in August 1998 pursuant to HIPAA are expected to be finalized this year.
HIPAA provides for significant fines and other penalties for wrongful disclosure
of protected health information. Compliance with the HIPAA requirements, when
finalized, will require significant capital and personnel resources from all
healthcare organizations, including ours. However, we will not be able to
estimate the cost of complying with all of these regulations, which we expect to
be significant, until after all the regulations are finalized. These
regulations, when finalized and effective, could also restrict our ability to
use our laboratory database to provide medical information for purposes other
than payment, treatment or healthcare operations, except for information that
does not identify a patient.

OUR TESTS AND BUSINESS PROCESSES MAY INFRINGE ON THE INTELLECTUAL PROPERTY
RIGHTS OF OTHERS, WHICH COULD CAUSE US TO ENGAGE IN COSTLY LITIGATION, PAY
SUBSTANTIAL DAMAGES OR PROHIBIT US FROM SELLING OUR TESTS

     Other companies or individuals, including our competitors, may obtain
patents or other property rights that would prevent, limit or interfere with our
ability to develop, perform or sell our tests or operate our business. As a
result, we may be involved in intellectual property litigation and we may be
found to infringe on the proprietary rights of others, which could force us to
do one or more of the following:

     - cease developing, performing or selling products or services that
       incorporate the challenged intellectual property;

     - obtain and pay for licenses from the holder of the infringed intellectual
       property right;

     - redesign or reengineer our tests;

     - change our business processes; or

     - pay substantial damages, court costs and attorneys' fees, including
       potentially increased damages for any infringement held to be willful.

     Patents generally are not issued until several years after an application
is filed. The fact that, before a patent is issued to a third party, we may be
performing a test or other activity covered by the patent is not a defense to an
infringement claim. Thus, tests that we develop could become the subject of
infringement claims if a third party obtains a patent covering those tests.

                                        5
   12

     Infringement and other intellectual property claims, whether with or
without merit, can be expensive and time-consuming to litigate. In addition, any
requirement to reengineer our tests or change our business processes could
substantially increase our costs, force us to interrupt product sales or delay
new test releases. In the past, we have settled several disputes regarding our
alleged infringement of intellectual property of third parties. We are currently
involved in settling several additional disputes. We do not believe that
resolution of these disputes will have a material adverse effect on our
operations or financial condition. However, infringement claims could arise in
the future as patents could be issued on tests or processes that we may be
performing, particularly in such emerging areas as gene based testing and other
specialty testing.

PROFESSIONAL LIABILITY LITIGATION COULD HAVE AN ADVERSE IMPACT ON OUR CLIENT
BASE AND REPUTATION

     As a general matter, providers of clinical laboratory testing services may
be subject to lawsuits alleging negligence or other similar legal claims. These
suits could involve claims for substantial damages. Any professional liability
litigation could also have an adverse impact on our client base and reputation.
We maintain liability insurance for professional liability claims, subject to
maximum limits and self-insured retention. Our management believes that the
levels of coverage are adequate to cover currently estimated exposures.


FEDERAL AND STATE LAWS PERMIT A COURT TO VOID A GUARANTEE ISSUED BY ANY OF OUR
SUBSIDIARIES IF THE COURT FINDS THE GUARANTEE TO CONSTITUTE A FRAUDULENT
CONVEYANCE



     Our obligations under the debt securities may be guaranteed to the extent
described in this prospectus, and as further described in any prospectus
supplement, by our subsidiaries. See "Description of Debt
Securities -- Guarantees." Various federal and state fraudulent conveyance laws
have been enacted for the protection of creditors and may be utilized by a court
of competent jurisdiction to subordinate or avoid all or part of any guarantee
issued by our subsidiaries.



     The issuance of a guarantee by any of our subsidiaries will constitute a
fraudulent conveyance if



     - the guarantee was incurred by the subsidiary with the intent to hinder,
      delay or defraud any present or future creditor; or



     - the subsidiary did not receive fair consideration or reasonably
      equivalent value for issuing the guarantee and such subsidiary (1) was
      insolvent or rendered insolvent by reason of the issuance of the
      guarantee, (2) was engaged or about to engage in a business or transaction
      for which the remaining assets of the subsidiary constituted unreasonably
      small capital to carry on its business or (3) intended to incur, or
      believed that it would incur, debts beyond its ability to pay such debts
      as they matured.



     If a court finds a guarantee issued by any of our subsidiaries to
constitute a fraudulent conveyance, the court could subordinate or avoid all or
part of the guarantee in favor of the respective subsidiary's other creditors.
To the extent the guarantee issued by any of our subsidiaries was voided as a
fraudulent conveyance, the holders of our debt securities guaranteed by the
subsidiary could cease to have any claim against the subsidiary and would be
creditors solely of Quest Diagnostics and any other subsidiary guarantor which
was not found to have made a fraudulent conveyance.


                                        6
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OUR SUBSTANTIAL DEBT MAY IMPAIR OUR FINANCIAL AND OPERATING FLEXIBILITY


     We have a significant amount of debt. As of March 31, 2001, we had
approximately $1 billion of debt outstanding. As of March 31, 2001, the
aggregate amount of principal and interest payment obligations in respect of our
debt, including capital leases, for each of the next five years are as follows:





TWELVE MONTHS ENDED DECEMBER 31,  PRINCIPAL    INTEREST     TOTAL
- --------------------------------  ---------    --------    --------
                                           (IN THOUSANDS)
                                                  
2001..........................    $265,408     $98,147     $363,555
2002..........................       7,337      95,465      102,802
2003..........................      32,434      90,584      123,018
2004..........................       6,666      88,875       95,541
2005..........................       6,706      88,091       94,797




     We determined the interest payment amounts in the table above using actual
interest expense for the three months ended March 31, 2001, and for subsequent
periods, the interest rates in effect as of March 31, 2001, taking into account
the underlying terms of our outstanding debt at March 31, 2001, after
considering the impact of our interest rate swap agreements.



     At March 31, 2001, we had approximately $848 million of variable interest
rate debt outstanding. Our credit agreement requires us to mitigate the risk of
changes in interest rates associated with a portion of our debt carrying
variable interest rates through the use of interest rate swap agreements. Under
such arrangements, we convert the variable interest rates on a portion of our
debt to fixed interest rates based on a notional principal amount. At March 31,
2001, the aggregate notional principal amount under the interest rate swap
agreements, which mature at various dates through November 2002, totaled $410
million.



     Based on our net exposure to interest rate changes, an assumed 10% increase
in interest rates would result in an increase between $3 million and $5 million
in annual interest payments during the next five twelve month periods ending
December 31, 2005, after considering the impact of our interest rate swap
agreements. The primary interest rate exposures on our debt carrying variable
interest rates are with respect to interest rates on United States dollars as
quoted in the London interbank market.


     Our debt agreements contain various restrictive covenants. All these
restrictions, together with our high level of debt, could:

     - limit our ability to use operating cash flow in other areas of our
       business, because we must use a portion of these funds to make principal
       and interest payments on our debt; and

     - increase our vulnerability to interest-rate fluctuations because the debt
       under our credit facility is at variable interest rates.

     Our ability to make principal and interest payments on our debt and to
satisfy our other debt obligations will depend upon our ability to generate cash
in the future. If we do not generate sufficient cash flow to meet our debt
service requirements, we may need to seek additional financing. This may make it
more difficult for us to obtain financing on terms that are acceptable to us, or
at all. For additional information regarding our debt, including interest rates
and related payment obligations, see "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and Note 12 to our consolidated
financial statements included in our annual report on Form 10-K for the year
ended December 31, 2000 filed with the SEC and "Management's Discussion and
Analysis of Financial Condition and Results of Operations" included in our
quarterly report on Form 10-Q for the quarter ended March 31, 2001 filed with
the SEC.

                                        7
   14

FUTURE SALES BY OUR STOCKHOLDERS COULD ADVERSELY AFFECT OUR COMMON STOCK PRICE

     As of May 3, 2001, in addition to the shares of our common stock that may
be offered by this prospectus, approximately 5.2 million shares of our common
stock are issuable upon exercise of outstanding stock options under our employee
stock options plan and non-employee director stock option plan and an additional
approximately 1.6 million shares of our common stock are reserved for issuance
of additional options and shares under these plans. We plan to submit to our
stockholders a proposal to increase the number of shares reserved under our
employee stock option plans by an additional 3 million shares. We also issue
shares of our common stock under our employee stock purchase plan, employee
stock ownership plan and supplemental deferred compensation plan. In addition,
SmithKline Beecham, which owns about 11.1 million shares of our common stock or
about 23.5% of our outstanding common stock as of May 3, 2001, is entitled to
demand up to four times that we register its shares of our common stock and to
participate in registered offerings initiated by us or a third party. Sale of a
substantial number of our common stock in the market could adversely affect the
price of our common stock.

CERTAIN PROVISIONS OF OUR CHARTER, BY-LAWS AND DELAWARE LAW MAY DELAY OR PREVENT
A CHANGE OF CONTROL OF OUR COMPANY

     Our corporate documents and Delaware law contain provisions that may enable
our management to resist a change of control of our company. These provisions
include a staggered board of directors, limitations on persons authorized to
call a special meeting of stockholders and advance notice procedures required
for stockholders to make nominations of candidates for election as directors or
to bring matters before an annual meeting of stockholders. We also have a rights
plan designed to make it more costly and thus more difficult to gain control of
our company. These anti-takeover defenses might discourage, delay or prevent a
change of control. These provisions could also discourage proxy contests and
make it more difficult for you and other stockholders to elect directors and
cause us to take other corporate actions. In addition, the existence of these
provisions, together with Delaware law, might hinder or delay an attempted
takeover other than through negotiations with our board of directors.

                                        8
   15

               RATIO OF EARNINGS TO FIXED CHARGES AND EARNINGS TO
              COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS

     Set forth below is information concerning our ratios of earnings to fixed
charges and earnings to combined fixed charges and preferred stock dividends.
These ratios show the extent to which our business generates enough earnings
after the payment of all expenses other than interest and preferred stock
dividends to make required interest and dividend payments on our debt and
preferred stock.

     For this purpose, earnings consist of pretax income plus fixed charges.
Fixed charges consist of interest expense and one-third of rental expense,
representing that portion of rental expense we deemed representative of an
appropriate interest factor. Preferred stock dividends consist of the amount of
pretax earnings required to pay the dividends on outstanding preference
securities.



                                                  THREE
                                                  MONTHS
                                                  ENDED
                                                MARCH 31,            YEAR ENDED DECEMBER 31,
                                               ------------    ------------------------------------
                                                   2001        2000    1999    1998    1997    1996
                                               ------------    ----    ----    ----    ----    ----
                                                                             
Ratio of earnings to fixed charges...........      3.1x        2.4x    1.2x    2.0x     (a)     (a)
Ratio of earnings to combined fixed charges
  and preferred stock dividends..............      3.1x        2.4x    1.3x    2.0x     (a)     (a)


- ---------------
(a) Earnings were insufficient to cover fixed charges and combined fixed charges
    and preferred stock dividend requirements by the following amounts in the
    years indicated:



                              YEAR ENDED DECEMBER 31,
                              -----------------------
                                1997          1996
                              ---------    ----------
                              (DOLLARS IN THOUSANDS)
                                        
                               $16,578      $676,202


                                USE OF PROCEEDS

     Unless indicated otherwise in the applicable prospectus supplement, we
expect to use the net proceeds from the sale of our securities for general
corporate purposes, including, but not limited to, repayment or refinancing of
borrowings, working capital, capital expenditures and acquisitions. Additional
information on the use of net proceeds from the sale of securities offered by
this prospectus may be set forth in the prospectus supplement relating to such
offering. We will not receive any proceeds from the sale of our common stock by
SmithKline Beecham pursuant to the registration statement of which this
prospectus is a part.

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   16

                      WHERE YOU CAN FIND MORE INFORMATION

     We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any reports, statements or other
information we file with the SEC at its public reference rooms at 450 Fifth
Street, N.W., Washington, D.C. 20549, 7 World Trade Center, Suite 1300, New
York, New York 10048 and 500 West Madison Street, Suite 1400, Chicago, Illinois
60661. Please call the SEC at 1-800-SEC-0330 for further information on the
public reference rooms. Our filings are also available to the public on the
Internet, through a database maintained by the SEC at http://www.sec.gov. In
addition, you can inspect and copy our reports, proxy statements and other
information at the offices of the New York Stock Exchange, Inc., 20 Broad
Street, New York, New York 10005.


     Our subsidiary guarantors do not file separate financial statements with
the SEC and do not independently publish their financial statements. Instead,
our subsidiary guarantors' financial condition, results of operation and cash
flows are consolidated into our financial statements.


     We filed a registration statement on Form S-3 to register with the SEC the
securities described in this prospectus. This prospectus is part of that
registration statement. As permitted by SEC rules, this prospectus does not
contain all the information contained in the registration statement or the
exhibits to the registration statement. You may refer to the registration
statement and accompanying exhibits for more information about us and our
securities.

     The SEC allows us to incorporate by reference into this document the
information we filed with it. This means that we can disclose important
business, financial and other information to you by referring you to other
documents separately filed with the SEC. All information incorporated by
reference is part of this document, unless and until that information is updated
and superseded by the information contained in this document or any information
incorporated later.

     We incorporate by reference the documents listed below:

     1. Our current report on Form 8-K filed on October 31, 2000;

     2. Our annual report on Form 10-K for the fiscal year ended December 31,
        2000;

     3. Our quarterly report on Form 10-Q for the fiscal quarter ended March 31,
        2001; and

     4. The description of our common stock contained in our registration
        statement on Form 10, filed pursuant to Section 12(b) of the Securities
        Exchange Act of 1934 on September 23, 1996, as amended by Amendment No.
        1 on Form 10/A, filed on November 6, 1996, Amendment No. 2 on Form 10/A,
        filed on November 19, 1996, Amendment No. 3 on Form 10/A filed on
        November 25, 1996 and Amendment No. 4 on Form 10/A filed on November 26,
        1996.

     You may request a copy of these filings, at no cost, by writing or
telephoning our Corporate Secretary at the following address:

         Quest Diagnostics Incorporated
         One Malcolm Avenue
         Teterboro, New Jersey 07608
         Attention: Corporate Secretary
         (201) 393-5000

     We also incorporate by reference all future filings we make with the SEC
under Section 13(a), 13(c), 14 or 15(d) of the Securities and Exchange Act of
1934 on or (i) after the date of the filing of the registration statement
containing this prospectus and prior to the effectiveness of such registration
statement and (ii) after the date of this prospectus and prior to the
termination of the offering made hereby.

     You should rely only on the information contained or incorporated by
reference in this prospectus and any prospectus supplement. We have not
authorized any other person to provide you with different

                                        10
   17

information. If anyone provides you with different or inconsistent information,
you should not rely on it. We are not making an offer to sell these securities
in any jurisdiction where the offer and sale is not permitted. You should assume
that the information appearing in this prospectus and information incorporated
by reference into this prospectus, is accurate only as of the date of the
documents containing the information. Our business, financial condition, results
of operation and prospects may have changed since that date.

                           FORWARD-LOOKING STATEMENTS

     This prospectus and other materials we have filed or may file with the SEC,
as well as information included in other written statements made, or to be made,
by us, contain, or will contain, disclosures which are "forward-looking
statements." Forward-looking statements include all statements that do not
relate solely to historical or current facts, and can be identified by the use
of words such as "may," "believe," "will," "expect," "project," "estimate,"
"anticipate," "plan" or "continue." These forward-looking statements address,
among other things, our strategic objectives, the benefits of and potential cost
savings from our acquisition of SmithKline Beecham Clinical Laboratories, Inc.
These forward-looking statements are based on the current plans and expectations
of our management and are subject to a number of uncertainties and risks that
could significantly affect our current plans and expectations and future
financial condition and results, including, but not limited to, the risks
described in our Annual Report on Form 10-K and under "Risk Factors" in this
prospectus and the applicable prospectus supplement.

     As a consequence, current plans, anticipated actions and future financial
conditions and results may differ significantly from those expressed in any
forward-looking statements made by or on behalf of our company.

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   18

                            SECURITIES WE MAY ISSUE

OVERVIEW

     This prospectus describes the securities we may issue from time to time.
The remainder of this section provides some background information about the
manner in which the securities may be held, then describes the terms of the
three basic categories of securities:

     - our debt securities, which may be senior or subordinated;

     - our preferred stock, which may be issued in the form of depositary shares
       representing fractions of shares of preferred stock; and

     - our common stock.

PROSPECTUS SUPPLEMENTS

     This prospectus provides you with a general description of the securities
we may offer. Each time we sell securities, we will provide a prospectus
supplement that will contain specific information about the terms of that
offering. The prospectus supplement may also add to or change information
contained in this prospectus. If so, the prospectus supplement should be read as
superseding this prospectus. You should read both this prospectus and any
prospectus supplement together with additional information described under the
heading "Where You Can Find More Information."

     The prospectus supplement to be attached to the front of this prospectus
will describe the terms of any securities that we offer and any initial offering
price to the public in that offering, the purchase price and net proceeds that
we will receive and the other specific terms related to our offering of the
securities. For more details on the terms of the securities, you should read the
exhibits filed with our registration statement, of which this prospectus is a
part.

LEGAL OWNERSHIP OF SECURITIES

  HOLDERS OF SECURITIES

     BOOK-ENTRY HOLDERS.  We will issue debt securities in book-entry form only,
unless we specify otherwise in the applicable prospectus supplement. We may
issue shares of common stock and shares of preferred stock in book-entry form.
If securities are issued in book-entry form, this means the securities will be
represented by one or more global securities registered in the name of a
financial institution that holds them as depositary on behalf of other financial
institutions that participate in the depositary's book-entry system. These
participating institutions, in turn, hold beneficial interests in the securities
on behalf of themselves or their customers.

     We will only recognize the person in whose name a security is registered as
the holder of that security. Consequently, for securities issued in global form,
we will recognize only the depositary as the holder of the securities and all
payments on the securities will be made to the depositary. The depositary passes
along the payments it receives to its participants, which in turn pass the
payments along to their customers who are the beneficial owners. The depositary
and its participants do so under agreements they have made with one another or
with their customers; they are not obligated to do so under the terms of the
securities.

     As a result, investors will not own securities directly. Instead, they will
own beneficial interests in a global security, through a bank, broker or other
financial institution that participates in the depositary's book-entry system or
holds an interest through a participant. As long as the securities are issued in
global form, investors will be indirect holders, and not holders, of the
securities.

     STREET NAME HOLDERS.  In the future, we may terminate a global security or
issue securities initially in non-global form. In these cases, investors may
choose to hold their securities in their own names or in "street name."
Securities held by an investor in street name would be registered in the name of
a bank,

                                        12
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broker or other financial institution that the investor chooses, and the
investor would hold only a beneficial interest in those securities through an
account he or she maintains at that institution.

     For securities held in street name, we will recognize only the intermediary
banks, brokers and other financial institutions in whose names the securities
are registered as the holders of those securities and all payments on those
securities will be made to them. These institutions pass along the payments they
receive to their customers who are the beneficial owners, but only because they
agree to do so in their customer agreements or because they are legally required
to do so. Investors who hold securities in street name will be indirect holders,
not holders, of those securities.

     LEGAL HOLDERS.  We, and any third parties employed by us or acting on your
behalf, such as trustees, depositories and transfer agents, are obligated only
to the legal holders of the securities. We do not have obligations to investors
who hold beneficial interests in global securities, in street name or by any
other indirect means. This will be the case whether an investor chooses to be an
indirect holder of a security or has no choice because we are issuing the
securities only in global form.

     For example, once we make a payment or give a notice to the legal holder,
we have no further responsibility for the payment or notice even if that legal
holder is required, under agreements with depositary participants or customers
or by law, to pass it along to the indirect holders but does not do so.
Similarly, if we want to obtain the approval of the holders for any purpose (for
example, to amend an indenture or to relieve ourselves of the consequences of a
default or of our obligation to comply with a particular provision of the
indenture), we would seek the approval only from the legal holders, and not the
indirect holders, of the securities. Whether and how the legal holders contact
the indirect holders is up to the legal holders.

     When we refer to you, we mean those who invest in the securities being
offered by this prospectus, whether they are the legal holders or only indirect
holders of those securities. When we refer to your securities, we mean the
securities in which you hold a direct or indirect interest.

     SPECIAL CONSIDERATIONS FOR INDIRECT HOLDERS.  If you hold securities
through a bank, broker or other financial institution, either in book-entry form
or in street name, you should check with your own institution to find out:

     - how it handles securities payments and notices;

     - whether it imposes fees or charges;

     - how it would handle a request for the holders' consent, if ever required;

     - whether and how you can instruct it to send you securities registered in
       your own name so you can be a legal holder, if that is permitted in the
       future;

     - how it would exercise rights under the securities if there were a default
       or other event triggering the need for holders to act to protect their
       interests; and

     - if the securities are in book-entry form, how the depositary's rules and
       procedures will affect these matters.

GLOBAL SECURITIES

     WHAT IS A GLOBAL SECURITY?  A global security represents one or any other
number of individual securities. Generally, all securities represented by the
same global securities will have the same terms. We may, however, issue a global
security that represents multiple securities that have different terms and are
issued at different times. We call this kind of global security a master global
security.

     Each security issued in book-entry form will be represented by a global
security that we deposit with and register in the name of a financial
institution that we select or its nominee. The financial institution that is
selected for this purpose is called the depositary. Unless we specify otherwise
in the applicable

                                        13
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prospectus supplement, The Depository Trust Company, New York, New York, known
as DTC, will be the depositary for all securities issued in book-entry form.

     A global security may not be transferred to or registered in the name of
anyone other than the depositary or its nominee, unless special termination
situations arise or as otherwise described in the prospectus supplement. We
describe those situations below under "-- Special Situations When a Global
Security Will Be Terminated." As a result of these arrangements, the depositary,
or its nominee, will be the sole registered owner and holder of all securities
represented by a global security, and investors will be permitted to own only
beneficial interests in a global security. Beneficial interests must be held by
means of an account with a broker, bank or other financial institution that in
turn has an account with the depositary or with another institution that does.
Thus, an investor whose security is represented by a global security will not be
a holder of the security, but only an indirect holder of a beneficial interest
in the global security.

     SPECIAL CONSIDERATIONS FOR GLOBAL SECURITIES.  As an indirect holder, an
investor's rights relating to a global security will be governed by the account
rules of the investor's financial institution and of the depositary, as well as
general laws relating to securities transfers. We do not recognize this type of
investor as a holder of securities and instead will deal only with the
depositary that holds the global security.

     If securities are issued only in the form of a global security, an investor
should be aware of the following:

     - An investor cannot cause the securities to be registered in his or her
       name, and cannot obtain physical certificates for his or her interest in
       the securities, except in the special situations we describe below.

     - An investor will be an indirect holder and must look to his or her own
       bank or broker for payments on the securities and protection of his or
       her legal rights relating to the securities, as we describe under
       "-- Holders of Securities" above.

     - An investor may not be able to sell interests in the securities to some
       insurance companies and to other institutions that are required by law to
       own their securities in non-book-entry form.

     - An investor may not be able to pledge his or her interest in a global
       security in circumstances where certificates representing the securities
       must be delivered to the lender or other beneficiary of the pledge in
       order for the pledge to be effective.

     - The depositary's policies, which may change from time to time, will
       govern payments, transfers, exchanges and other matters relating to an
       investor's interest in a global security. Neither we nor any third
       parties employed by us or acting on your behalf, such as trustees and
       transfer agents, have any responsibility for any aspect of the
       depositary's actions or for its records of ownership interests in a
       global security. We and the trustee do not supervise the depositary in
       any way.

     - DTC requires that those who purchase and sell interests in a global
       security within its book-entry system use immediately available funds and
       your broker or bank may require you to do so as well.

     - Financial institutions that participate in the depositary's book-entry
       system, and through which an investor holds its interest in a global
       security, may also have their own policies affecting payments, notices
       and other matters relating to the security. There may be more than one
       financial intermediary in the chain of ownership for an investor. We do
       not monitor and are not responsible for the actions of any of those
       intermediaries.

     SPECIAL SITUATIONS WHEN A GLOBAL SECURITY WILL BE TERMINATED.  In a few
special situations described below, a global security will be terminated and
interests in it will be exchanged for certificates in non-global form
representing the securities it represented. After that exchange, the choice of
whether to hold the securities directly or in street name will be up to the
investor. Investors must consult their own banks or brokers to find out how to
have their interests in a global security transferred on termination to their

                                        14
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own names, so that they will be holders. We have described the rights of holders
and street name investors above under "-- Legal Ownership of
Securities -- Holders of Securities."

     The special situations for termination of a global security are as follows:

     - if the depositary notifies us that it is unwilling, unable or no longer
       qualified to continue as depositary for that global security and we do
       not appoint another institution to act as depositary within a specified
       time period;

     - if we elect to terminate that global security; or

     - if an event of default has occurred with regard to securities represented
       by that global security and it has not been cured or waived.

     The prospectus supplement may also list additional situations for
terminating a global security that would apply to a particular series of
securities covered by the prospectus supplement. If a global security is
terminated, only the depositary is responsible for deciding the names of the
institutions in whose names the securities represented by the global security
will be registered and, therefore, who will be the holders of those securities.

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                         DESCRIPTION OF DEBT SECURITIES

     We may issue debt securities from time to time in one or more distinct
series. This section summarizes the material terms of our senior or subordinated
debt securities that are common to all series. Most of the financial and other
terms of any series of debt securities that we offer will be described in the
prospectus supplement to be attached to the front of this prospectus.

     As required by U.S. federal law for all bonds and notes of companies that
are publicly offered, the debt securities will be governed by a document called
an "indenture." An indenture is a contract between us and a financial
institution, in this case, The Bank of New York, acting as trustee on your
behalf. The indenture will be subject to and governed by the Trust Indenture Act
of 1939. The trustee has two main roles:

     - First, subject to some limitations, the trustee can enforce your rights
       against us if we default.

     - Second, the trustee performs certain administrative duties for us, which
       include sending you interest payments and notices.

     Because we may issue both senior debt securities and subordinated debt
securities, our references to the indenture are to each of the senior indenture
and the subordinated indenture, unless the context requires otherwise. In this
section, we refer to these indentures collectively as the "indentures."

     Because this section is a summary of the material terms of the indentures,
it does not describe every aspect of the debt securities. We urge you to read
the indentures because they, and not this description, define your rights as a
holder of debt securities. Some of the definitions are repeated in this
prospectus, but for the rest you will need to read the indentures. We have filed
the forms of the indentures as exhibits to a registration statement that we have
filed with the SEC, of which this prospectus is a part. See "Where You Can Find
More Information," for information on how to obtain copies of the indentures.

GENERAL

     The debt securities will be unsecured obligations of our company. The
senior debt securities will rank equally with all of our other unsecured and
unsubordinated indebtedness. The subordinated debt securities will be
subordinate and junior in right of payment to all our existing and future senior
indebtedness, as defined below.


     To the extent that our debt securities are guaranteed, the debt securities
described in this prospectus may be fully and unconditionally guaranteed on a
joint and several basis by any of the following wholly-owned subsidiaries: Quest
Diagnostics Holdings Incorporated, Quest Diagnostics Clinical Laboratories,
Inc., Quest Diagnostics Incorporated (CA), Quest Diagnostics Incorporated (MD),
Quest Diagnostics LLC, Quest Diagnostics Incorporated (MI), Quest Diagnostics
Incorporated (CT), Quest Diagnostics Incorporated (MA), Quest Diagnostics of
Pennsylvania Inc., Quest Diagnostics Incorporated (OH), Metwest Inc., Nichols
Institute Diagnostics, DPD Holdings, Inc., Diagnostics Reference Services Inc.,
Pathology Building Partnership, Quest Diagnostics Investments Incorporated,
Quest Diagnostics Finance Incorporated and Laboratory Holdings Incorporated.
Guarantees of our senior debt securities will be unsecured senior obligations of
our subsidiary guarantors and will rank equally with all other unsecured and
unsubordinated obligations of such subsidiary guarantors. Guarantees of our
subordinated debt securities will be unsecured subordinated obligations of our
subsidiary guarantors and will be subordinate in right of payment to the prior
payment in full of all guarantees by our subsidiary guarantors of our senior
indebtedness.



     Our debt securities are effectively subordinated to all existing and future
indebtedness and other liabilities (including trade payables and capital lease
obligations) of any of our subsidiaries not giving a guarantee, and would be so
subordinated if a guarantee issued by any of our subsidiary guarantors were
avoided or subordinated in favor of the respective subsidiary guarantor's other
creditors. See "Risk Factors -- Federal and state laws permit a court to void a
guarantee issued by any of our subsidiaries if the court finds the guarantee to
constitute a fraudulent conveyance."


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   23

     You should read the prospectus supplement for the following terms of the
series of debt securities offered by the prospectus supplement:

     - The title of the debt securities and whether the debt securities will be
       senior debt securities or subordinated debt securities.

     - The aggregate principal amount of the debt securities, the percentage of
       their principal amount at which the debt securities will be issued and
       the date or dates when the principal of the debt securities will be
       payable or how those dates will be determined.

     - The interest rate or rates, which may be fixed or variable, that the debt
       securities will bear, if any, and how the rate or rates will be
       determined.

     - The date or dates from which any interest will accrue or how the date or
       dates will be determined, the date or dates on which any interest will be
       payable, any regular record dates for these payments or how these dates
       will be determined and the basis on which any interest will be
       calculated, if other than on the basis of a 360-day year of twelve 30-day
       months.

     - The place or places, if any, other than or in addition to New York City,
       of payment, transfer, conversion and exchange of the debt securities and
       where notices or demands to or upon us in respect of the debt securities
       may be served.

     - Any optional redemption provisions.

     - Any sinking fund or other provisions that would obligate us to repurchase
       or redeem the debt securities.

     - Whether the amount of payments of principal of, or premium, if any, or
       interest on the debt securities will be determined with reference to an
       index, formula or other method, which could be based on one or more
       commodities, equity indices or other indices, and how these amounts will
       be determined.

     - Any changes or additions to the events of default under the applicable
       indenture or our covenants, including additions of any restrictive
       covenants, with respect to the debt securities.

     - If not the principal amount of the debt securities, the portion of the
       principal amount that will be payable upon acceleration of the maturity
       of the debt securities or how that portion will be determined.

     - Any changes or additions to the provisions concerning defeasance and
       covenant defeasance contained in the indenture that will be applicable to
       the debt securities.

     - Any provisions granting special rights to the holders of the debt
       securities upon the occurrence of specified events.

     - If other than the trustee, the name of any paying agent, security
       registrar and transfer agent for the debt securities.

     - If the debt securities are not to be issued in book-entry form only and
       held by The Depositary Trust Company, as depositary, the form of such
       debt securities, including whether such debt securities are to be
       issuable in permanent or temporary global form, as registered securities,
       bearer securities or both, any restrictions on the offer, sale or
       delivery of bearer securities and the terms, if any, upon which bearer
       securities of the series may be exchanged for registered securities of
       the series and vice versa, if permitted by applicable law and
       regulations.

     - If other than US dollars, the currency or currencies of such debt
       securities.

     - The person to whom any interest in a debt security will be payable, if
       other than the registered holder at the close of business on the regular
       record date.

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   24

     - The denomination or denominations that the debt securities will be
       issued, if other than denominations of $1,000 or any integral multiples
       in the case of the registered securities and $5,000 or any integral
       multiples in the case of the bearer securities.

     - Whether such debt securities will be convertible into or exchangeable for
       any other securities and, if so, the terms and conditions upon which such
       debt securities will be so convertible or exchangeable.

     - A discussion of federal income tax, accounting and other special
       considerations, procedures and limitations with respect to the debt
       securities.

     - Whether and under what circumstances we will pay additional amounts to
       holders in respect of any tax assessment or government charge, and, if
       so, whether we will have the option to redeem the debt securities rather
       than pay such additional amounts.


     - Whether payment of any amounts due under the applicable indenture will be
      guaranteed by one or more of our subsidiaries.


     - Any other terms of the debt securities that are consistent with the
       provisions of the indenture.

     For purposes of this prospectus, any reference to the payment of principal
of, premium or interest, if any, on debt securities will include additional
amounts if required by the terms of such debt securities.

     The indentures do not limit the amount of debt securities that we are
authorized to issue from time to time. The indentures also provide that there
may be more than one trustee thereunder, each for one or more series of debt
securities. At a time when two or more trustees are acting under the indenture,
each with respect to only certain series, the term "debt securities" means the
series of debt securities for which each respective trustee is acting. If there
is more than one trustee under the indenture, the powers and trust obligations
of each trustee will apply only to the debt securities for which it is trustee.
If two or more trustees are acting under the indenture, then the debt securities
for which each trustee is acting would be treated as if issued under separate
indentures.

     We may issue debt securities with terms different from those of debt
securities that may already have been issued. Without the consent of the holders
thereof, we may reopen a previous issue of a series of debt securities and issue
additional debt securities of that series unless the reopening was restricted
when that series was created.

     There is no requirement that we issue debt securities in the future under
any indenture, and we may use other indentures or documentation, containing
different provisions in connection with future issues of other debt securities.

     We may issue the debt securities as original issue discount securities,
which are debt securities, including any zero-coupon debt securities, that are
issued and sold at a discount from their stated principal amount. Original issue
discount securities provide that, upon acceleration of their maturity, an amount
less than their principal amount will become due and payable. We will describe
the U.S. federal income tax consequences and other considerations applicable to
original issue discount securities in any prospectus supplement relating to
them.


GUARANTEES



     Our subsidiaries may fully and unconditionally guarantee, on a joint and
several basis, the due and punctual payment of the principal of, premium, if
any, and any interest on our debt securities when and as the same shall become
due and payable, whether at maturity, upon redemption, upon acceleration or
otherwise. The guarantees of the debt securities will be endorsed on the debt
securities and will be unsecured obligations of our subsidiary guarantors.
Guarantees of our senior debt securities will be unsecured senior obligations of
our subsidiary guarantors and will rank equally with all other unsecured and
unsubordinated obligations of such subsidiary guarantors. Guarantees of our
subordinated debt securities will be unsecured subordinated obligations of our
subsidiary guarantors and will be subordinate in


                                        18
   25


right of payment to the prior payment in full of all guarantees by our
subsidiary guarantors of our senior indebtedness ranking equally with all other
unsecured and subordinated obligations of such subsidiaries.



     Our wholly-owned subsidiaries that may from time to time guarantee our debt
securities are the following: Quest Diagnostics Holdings Incorporated, Quest
Diagnostics Clinical Laboratories, Inc., Quest Diagnostics Incorporated (CA),
Quest Diagnostics Incorporated (MD), Quest Diagnostics LLC, Quest Diagnostics
Incorporated (MI), Quest Diagnostics Incorporated (CT), Quest Diagnostics
Incorporated (MA), Quest Diagnostics of Pennsylvania Inc., Quest Diagnostics
Incorporated (OH), Metwest Inc., Nichols Institute Diagnostics, DPD Holdings,
Inc., Diagnostics Reference Services Inc., Pathology Building Partnership, Quest
Diagnostics Investments Incorporated, Quest Diagnostics Finance Incorporated and
Laboratory Holdings Incorporated. Together, these subsidiaries operate
substantially all of our business.



     Applicable indentures will provide that in the event that the guarantees
would constitute or result in a fraudulent transfer or conveyance for purposes
of, or result in a violation of, any United States federal, or applicable United
States state, fraudulent transfer or conveyance or similar law, then the
liability of the guarantors under the guarantees shall be reduced to the extent
necessary to eliminate such fraudulent transfer or conveyance or violation under
the applicable fraudulent transfer or conveyance or similar law. Application of
this clause could limit the amount that holders of debt securities may be
entitled to collect under the guarantees. Holders, by their acceptance of our
debt securities, will have agreed to such limitations. See "Risk
Factors -- Federal and state laws permit a court to void a guarantee issued by
any of our subsidiaries if the court finds the guarantee to constitute a
fraudulent conveyance."


CONVERSION AND EXCHANGE

     If any debt securities are convertible into or exchangeable for other
securities, the prospectus supplement will explain the terms and conditions of
such conversion or exchange, including:

     - the conversion price or exchange ratio, or the calculation method for
       such price or ratio;

     - the conversion or exchange period, or how such period will be determined;

     - if conversion or exchange will be mandatory or at the option of the
       holder or our company;

     - provisions for adjustment of the conversion price or the exchange ratio;
       and

     - provisions affecting conversion or exchange in the event of the
       redemption of the debt securities.

     Such terms may also include provisions under which the number or amount of
other securities to be received by the holders of such debt securities upon
conversion or exchange would be calculated according to the market price of such
other securities as of a time stated in the prospectus supplement.

ADDITIONAL MECHANICS

     FORM, EXCHANGE AND TRANSFER

     The debt securities will be issued:

     - as registered securities; or

     - as bearer securities (unless otherwise stated in the prospectus
       supplement, with interest coupons attached); or

     - in global form, see "Securities We May Issue -- Global Securities;" or

     - in denominations that are even multiples of $1,000, in the case of
       registered securities, and in even multiples of $5,000, in the case of
       bearer securities.

     You may have your registered securities divided into registered securities
of smaller denominations or combined into registered securities of larger
denominations, as long as the total principal amount is not changed. This is
called an "exchange."

     You may exchange or transfer registered securities of a series at the
office of the trustee in New York City. That office is currently located at The
Bank of New York, 101 Barclay Street, Floor 21W, New York, New York 10286, Attn:
Corporate Trust -- Trustee Administration. The trustee maintains the list of
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   26

registered holders and acts as our agent for registering debt securities in the
names of holders and transferring debt securities. However, we may appoint
another trustee to act as our agent or act as our own agent. If provided in the
prospectus supplement, you may exchange your bearer securities for registered
securities of the same series so long as the total principal amount is not
changed. Unless otherwise specified in the prospectus supplement, bearer
securities will not be issued in exchange for registered securities.

     You will not be required to pay a service charge to transfer or exchange
debt securities, but you may be required to pay for any tax or other
governmental charge associated with the exchange or transfer. The transfer or
exchange will only be made if the transfer agent is satisfied with your proof of
ownership.

     If we designate additional transfer agents, they will be named in the
prospectus supplement. We may cancel the designation of any particular transfer
agent. We may also approve a change in the office through which any transfer
agent acts.

     If the debt securities are redeemable and we redeem less than all of the
debt securities of a particular series, we may block the transfer or exchange of
debt securities for 15 days before the day we mail the notice of redemption or
publish such notice (in the case of bearer securities) and ending on the day of
that mailing or publication in order to freeze the list of holders to prepare
the mailing. At our option, we may mail or publish such notice of redemption
through an electronic medium. We may also refuse to register transfers or
exchanges of debt securities selected for redemption, except that we will
continue to permit transfers and exchanges of the unredeemed portion of any debt
security being partially redeemed.

     PAYING AND PAYING AGENTS

     If you are a holder of registered securities, we will pay interest to you
if you are a direct holder in the list of registered holders at the close of
business on a particular day in advance of each due date for interest, even if
you no longer own the security on the interest due date. That particular time
and day, usually about two weeks in advance of the interest due date, is called
the "Regular Record Date" and is stated in the prospectus supplement. Holders
buying and selling debt securities must work out between them how to compensate
for the fact that we will pay all the interest for an interest period to the one
who is the registered holder on the Regular Record Date. The most common manner
is to adjust the sales price of the debt securities to prorate interest fairly
between buyer and seller. This prorated interest amount is called "accrued
interest."

     With respect to registered securities, we will pay interest, principal and
any other money due on the debt securities at the corporate trust office of the
trustee in New York City. That office is currently located at The Bank of New
York, 101 Barclay Street, Floor 21 West, New York, New York 10286, Attn:
Corporate Trust Administration. You must make arrangements to have your payments
picked up at or wired from that office. We may also choose to pay interest by
mailing checks or making wire transfers.

     "STREET NAME" AND OTHER INDIRECT HOLDERS SHOULD CONSULT THEIR BANKS OR
BROKERS FOR INFORMATION ON HOW THEY WILL RECEIVE PAYMENTS.

     If bearer securities are issued, unless otherwise provided in the
prospectus supplement, we will maintain an office or agency outside the United
States for the payment of all amounts due on the bearer securities. If debt
securities are listed on the Luxembourg Stock Exchange or any other stock
exchange located outside the United States, we will maintain an office or agency
for such debt securities in any city located outside the United States required
by such stock exchange. The initial locations of such offices and agencies will
be specified in the prospectus supplement. Unless otherwise provided in the
prospectus supplement, payment of interest on any bearer securities on or before
maturity will be made only against surrender of coupons for such interest
installments as they mature. Unless otherwise provided in the prospectus
supplement, no payment with respect to any bearer security will be made at any
office or agency of our company in the United States or by check mailed to any
address in the United States or by transfer to an account maintained with a bank
located in the United States. Notwithstanding the foregoing, payments of
principal, premium and interest, if any, on bearer securities payable in US
dollars will be

                                        20
   27

made at the office of our paying agent in The City of New York if (but only if)
payment of the full amount in US dollars at all offices or agencies outside the
United States is illegal or effectively precluded by exchange controls or other
similar restrictions.

     Regardless of who acts as the paying agent, all money paid by us to a
paying agent that remains unclaimed at the end of two years after the amount is
due to registered holders will be repaid to us. After that two-year period, you
may look only to us for payment and not to the trustee, any other paying agent
or anyone else.

     We may also arrange for additional payment offices, and may cancel or
change these offices, including our use of the trustee's corporate trust office.
We may also choose to act as our own paying agent. We must notify you of changes
in identities of the paying agents for any particular series of debt securities.

     NOTICES

     With respect to registered securities, we and the trustee will send notices
regarding the debt securities only to registered holders, using their addresses
as listed in the list of registered holders. With respect to bearer securities,
we and the trustee will give notice by publication in a newspaper of general
circulation in the City of New York or in such other cities that may be
specified in a prospectus supplement. At our option, we may send or publish
notices through an electronic medium as specified in the applicable prospectus
supplement.

EVENTS OF DEFAULT

     You will have special rights if an event of default occurs in respect of
the debt securities of your series and is not cured, as described later in this
subsection.

     WHAT IS AN EVENT OF DEFAULT?  The term "event of default" in respect of the
debt securities of your series means any of the following:


     - We or, if applicable, our subsidiary guarantors do not pay the principal
       of or any premium on a debt security of such series on its due date.



     - We or, if applicable, our subsidiary guarantors do not pay interest on a
       debt security of such series within 30 days of its due date whether at
       maturity, upon redemption or upon acceleration.


     - We do not deposit any sinking fund payment in respect of debt securities
       of such series on its due date.


     - We or, if applicable, our subsidiary guarantors remain in breach of a
       covenant in respect of debt securities of such series for 60 days after
       we receive a written notice of default stating we are in breach and
       requiring that we remedy the breach. The notice must be sent by either
       the trustee or holders of 25% of the principal amount of debt securities
       of such series.



     - We or, if applicable, our subsidiary guarantors file for bankruptcy or
       certain other events in bankruptcy, insolvency or reorganization occur.



     - Any of our of subsidiary guarantors repudiates its obligations under any
      subsidiary guarantee or, except to the extent contemplated by the related
      indenture, any subsidiary guarantee is determined to be unenforceable or
      invalid or shall for any reasons cease to be in full force and effect.


     - Any other event of default in respect of debt securities of such series
       described in the prospectus supplement occurs.

     The events of default described above may be modified as described in the
applicable prospectus supplement. An event of default for a particular series of
debt securities does not necessarily constitute an event of default for any
other series of debt securities issued under an indenture. The trustee may
withhold notice to the holders of debt securities of any default (except in the
payment of principal or interest) if it considers such withholding of notice to
be in the best interests of the holders.

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   28

     REMEDIES IF AN EVENT OF DEFAULT OCCURS.  If an event of default has
occurred and has not been cured, the trustee or the holders of 25% in principal
amount of the debt securities of the affected series may declare the entire
principal amount of all the debt securities of that series to be due and
immediately payable. This is called a declaration of acceleration of maturity.
If an event of default occurs because of certain events in bankruptcy,
insolvency or reorganization, the principal amount of all the debt securities of
that series will be automatically accelerated, without any action by the trustee
or any holder. There are special notice and timing rules which apply to the
acceleration of subordinated debt securities which are designed to protect the
interests of holders of senior debt. A declaration of acceleration of maturity
may be cancelled by the holders of at least a majority in principal amount of
the debt securities of the affected series if (1) all existing events of
default, other than the nonpayment of principal of or premium or interest, if
any, on the debt securities of such series which have become due solely because
of the acceleration, have been cured or waived and (2) the rescission would not
conflict with any judgment or decree of a court of competent jurisdiction.

     Except in cases of default, where the trustee has some special duties, the
trustee is not required to take any action under the indenture at the request of
the holders unless the holders offer the trustee reasonable protection from
expenses and liability, called an "indemnity". If reasonable indemnity is
provided, the holders of a majority in principal amount of the outstanding debt
securities of the relevant series may direct the time, method and place of
conducting any lawsuit or other formal legal action seeking any remedy available
to the trustee. The trustee may refuse to follow those directions in certain
circumstances. No delay or omission in exercising any right or remedy will be
treated as a waiver of such right, remedy or event of default.

     Before you are allowed to bypass the trustee and bring your own lawsuit or
other formal legal action or take other steps to enforce your rights or protect
your interests relating to the debt securities, the following must occur:

     - You must give the trustee written notice that an event of default has
       occurred and remains uncured.

     - The holders of not less than 25% in principal amount of all outstanding
       debt securities of the relevant series must make a written request that
       the trustee take action because of the default and must offer reasonable
       indemnity to the trustee against the cost and other liabilities of taking
       that action.

     - The trustee must not have taken action for 60 days after receipt of the
       above notice and offer of indemnity.

     - The holders of a majority in principal amount of the debt securities must
       not have given the trustee a direction inconsistent with the above notice
       during the 60-day period.

     However, you are entitled at any time to bring a lawsuit for the payment of
money due on your debt securities on or after the due date.

     Holders of a majority in principal amount of the debt securities of the
affected series may waive any past defaults other than (1) the payment of
principal, any premium or interest or (2) in respect of a covenant or other
provision that cannot be modified or amended without the consent of each holder.

     "STREET NAME" AND OTHER INDIRECT HOLDERS SHOULD CONSULT THEIR BANKS OR
BROKERS FOR INFORMATION ON HOW TO GIVE NOTICE OR DIRECTION OR TO MAKE A REQUEST
OF THE TRUSTEE AND TO MAKE OR CANCEL A DECLARATION OF ACCELERATION.

     Each year, we will furnish to the trustee a written statement of certain of
our officers certifying that to their knowledge we are in compliance with the
indentures and the debt securities, or else specifying any default.

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   29

MERGER OR CONSOLIDATION


     Under the terms of the indentures, we are generally permitted to
consolidate or merge with another entity. We are also permitted to sell all or
substantially all of our assets to another entity. However, we may not take any
of these actions unless all the following conditions are met:



     - either we will be the surviving corporation or, if we merge out of
       existence or sell assets, the entity into which we merge or to which we
       sell assets must agree to be legally responsible for the debt securities;


     - immediately after the merger or transfer of assets, no default on the
       debt securities can exist. A default for this purpose includes any event
       that would be an event of default if the requirements for giving a
       default notice or of having the default exist for a specific period of
       time were disregarded;


     - we must deliver certain certificates and documents to the trustee; and



     - we must satisfy any other requirements specified in the prospectus
       supplement.


MODIFICATION OR WAIVER

     There are three types of changes we can make to the indentures and the debt
securities.

     CHANGES REQUIRING YOUR APPROVAL.  First, there are changes that cannot be
made to your debt securities without your specific approval. Following is a list
of those types of changes:

     - changing the stated maturity of the principal of or interest on a debt
       security;

     - reducing any amounts due on a debt security or payable upon acceleration
       of the maturity of a security following a default;

     - adversely affecting any right of repayment at the holder's option;


     - changing the place (except as otherwise described in this prospectus) or
       currency of payment on a debt security;


     - impairing your right to sue for payment or to convert or exchange a
       security;

     - in the case of subordinated debt securities, modifying the subordination
       provisions in a manner that is adverse to holders of the subordinated
       debt securities;

     - in the case of senior debt securities, modifying the securities to
       subordinate the securities to other indebtedness;

     - reducing the percentage of holders of debt securities whose consent is
       needed to modify or amend the indenture;

     - reducing the percentage of holders of debt securities whose consent is
       needed to waive compliance with certain provisions of the indenture or to
       waive certain defaults;

     - reducing the requirements for quorum or voting with respect to the debt
       securities;

     - modifying any other aspect of the provisions of the indenture dealing
       with modification and waiver except to increase the voting requirements;

     - change in any of our obligations to pay additional amounts which are
       required to be paid to holders with respect to taxes imposed on such
       holders in certain circumstances; and

     - other provisions specified in the prospectus supplement.

     CHANGES REQUIRING A MAJORITY VOTE.  The second type of change to the
indenture and the outstanding debt securities is the kind that requires a vote
in favor by holders of outstanding debt securities owning a majority of the
principal amount of the particular series affected. Separate votes will be
needed for each series even if they are affected in the same way. Most changes
fall into this category, except for clarifying

                                        23
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changes and certain other changes that would not adversely affect holders of the
outstanding debt securities in any material respect. The same vote would be
required for us and, if applicable, our subsidiary guarantors to obtain a waiver
of all or part of certain covenants in the applicable indenture, or a waiver of
a past default. However, we and, if applicable, our subsidiary guarantors cannot
obtain a waiver of a payment default or any other aspect of the indentures or
the outstanding debt securities listed in the first category described
previously under "-- Changes Requiring Your Approval" unless we and, if
applicable, our subsidiary guarantors obtain your individual consent to the
waiver.


     CHANGES NOT REQUIRING APPROVAL.  The third type of change does not require
any vote by holders of outstanding debt securities. This type is limited to
clarifications; curing ambiguities, defects or inconsistencies and certain other
changes that would not adversely affect holders of the outstanding debt
securities in any material respect. Qualifying or maintaining the qualification
of the indentures under the Trust Indenture Act do not require any vote by
holders of debt securities.

     FURTHER DETAILS CONCERNING VOTING.  When taking a vote, we will use the
following rules to decide how much principal amount to attribute to a debt
security:

     - for original issue discount securities, we will use the principal amount
       that would be due and payable on the voting date if the maturity of the
       debt securities were accelerated to that date because of a default; and

     - for debt securities whose principal amount is not known (for example,
       because it is based on an index), we will use a special rule for that
       debt security described in the prospectus supplement.

     Debt securities will not be considered outstanding, and therefore not
eligible to vote, if we have deposited or set aside in trust for you money for
their payment or redemption. Debt securities will also not be eligible to vote
if they have been fully defeased as described later under "Defeasance -- Full
Defeasance."

     We will generally be entitled to set any day as a record date for the
purpose of determining the holders of outstanding indenture securities that are
entitled to vote or take other action under the indentures.

     We are not required to set a record date. If we set a record date for a
vote or other action to be taken by holders of a particular series, that vote or
action may be taken only by persons who are holders of outstanding securities of
that series on the record date and must be taken within 180 days following the
record date or another period that we may specify. We may shorten or lengthen
this period from time to time.

     "STREET NAME" AND OTHER INDIRECT HOLDERS SHOULD CONSULT THEIR BANKS OR
BROKERS FOR INFORMATION ON HOW APPROVAL MAY BE GRANTED OR DENIED IF WE SEEK TO
CHANGE THE INDENTURE OR THE DEBT SECURITIES OR REQUEST A WAIVER.

SATISFACTION AND DISCHARGE


     The indentures will cease to be of further effect, and we and, if
applicable, our subsidiary guarantors will be deemed to have satisfied and
discharged the indentures with respect to a particular series of debt
securities, when the following conditions have been satisfied:


     - all debt securities of that series not previously delivered to the
       trustee for cancellation have become due and payable or will become due
       and payable at their stated maturity or on a redemption date within one
       year,

     - we deposit with the trustee, in trust, funds sufficient to pay the entire
       indebtedness on the debt securities of that series that had not been
       previously delivered for cancellation, for the principal and interest to
       the date of the deposit (for debt securities that have become due and
       payable) or to the stated maturity or the redemption date, as the case
       may be (for debt securities that have not become due and payable),

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     - we have paid or caused to be paid all other sums payable under the
       indentures in respect of that series, and

     - we have delivered to the trustee an officer's certificate and opinion of
       counsel, each stating that all these conditions have been complied with.

     We will remain obligated to provide for registration of transfer and
exchange and to provide notices of redemption.

DEFEASANCE

     The following discussion of full defeasance and covenant defeasance will be
applicable to your series of debt securities only if we choose to have them
apply to that series. If we choose to do so, we will state that in the
applicable prospectus supplement and describe any changes to these provisions.


     FULL DEFEASANCE.  If there is a change in federal tax law, as described
below, we can legally release ourselves and, if applicable, our subsidiary
guarantors from any payment or other obligations on the debt securities, called
"full defeasance", if we put in place the following other arrangements for you
to be repaid:


     - We must deposit in trust for your benefit and the benefit of all other
       registered holders of the debt securities a combination of money and U.S.
       government or U.S. government agency notes or bonds that will generate
       enough cash to make interest, principal and any other payments on the
       debt securities on their various due dates including, possibly, their
       earliest redemption date.

     - Under current federal tax law, the deposit and our legal release from the
       debt securities would likely be treated as though you surrendered your
       debt securities in exchange for your share of the cash and notes or bonds
       deposited in trust. In that event, you could recognize gain or loss on
       the debt securities you surrendered. In order for us to effect a full
       defeasance, we must deliver to the trustee a legal opinion confirming
       that you will not recognize income gain or loss for federal income tax
       purposes as a result of the defeasance and that you will not be taxed on
       the debt securities any differently than if we did not make the deposit
       and just repaid the debt securities ourselves.

     - We must comply with any additional provisions set forth in the prospectus
       supplement.


     If we accomplish a full defeasance, as described above, you would have to
rely solely on the trust deposit for repayment on the debt securities. You could
not look to us or, if applicable, our subsidiary guarantors for repayment in the
unlikely event of any shortfall. Conversely, the trust deposit would most likely
be protected from claims of our lenders and other creditors if we ever become
bankrupt or insolvent. You would also be released from any applicable
subordination provisions on the subordinated debt securities described below
under "-- Subordination."



     COVENANT DEFEASANCE.  Under current federal tax law, we can make the same
type of deposit described above and be released and, if applicable, cause our
subsidiary guarantors to be released, from the restrictive covenants in the debt
securities, if any. This is called "covenant defeasance." In that event, you
would lose the protection of those restrictive covenants but would gain the
protection of having money and securities set aside in trust to repay the debt
securities, and you would be released from any applicable subordination
provisions on the subordinated debt securities described later under
"-- Subordination." In order to achieve covenant defeasance, we must do the
following:


     - We must deposit in trust for your benefit and the benefit of all other
       registered holders of the debt securities a combination of money and U.S.
       government or U.S. government agency notes or bonds that will generate
       enough cash to make interest, principal and any other payments on the
       debt securities on their various due dates.

     - We must deliver to the trustee a legal opinion confirming that under
       current federal income tax law we may make the above deposit without
       causing you to be taxed on the debt securities any differently than if we
       did not make the deposit and just repaid the debt securities ourselves.

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     - We must comply with any additional provisions set forth in the prospectus
       supplement.

     If we accomplish covenant defeasance, the following provisions of the
indenture and the debt securities would no longer apply unless otherwise
specified:


     - any promises of our subsidiary guarantors relating to their guarantees,
      the conduct of their business and any other covenants applicable to the
      series of debt securities that will be described in the prospectus
      supplement;


     - our promises regarding conduct of our business and other matters and any
       other covenants applicable to the series of debt securities that will be
       described in the prospectus supplement; and

     - the definition of an event of default as a breach of such covenants that
       may be specified in the prospectus supplement.


     If we accomplish covenant defeasance, you can still look to us and, if
applicable, our subsidiary guarantors for repayment of the debt securities if
there were a shortfall in the trust deposit. In fact, if one of the remaining
events of default occurred (such as our bankruptcy) and the debt securities
become immediately due and payable, there may be such a shortfall. Depending on
the event causing the default, of course, you may not be able to obtain payment
of the shortfall.



     In order to exercise either full defeasance or covenant defeasance, we must
comply with certain conditions, and no event or condition can exist that would
prevent us and, if applicable, our subsidiary guarantors from making payments of
principal, premium, and interest, if any, on the senior debt securities or
subordinated debt securities of such series on the date the irrevocable deposit
is made or at any time during the period ending on the 91st day after the
deposit date.


RANKING


     Unless provided otherwise in the applicable prospectus supplement, the debt
securities are not secured by any of our property or assets. Accordingly, your
ownership of debt securities means you are one of our unsecured creditors. The
senior debt securities are not subordinated to any of our other debt obligations
and therefore they rank equally with all our other unsecured and unsubordinated
indebtedness. The subordinated debt securities are subordinated to some of our
existing and future debt and other liabilities. See "-- Subordination" for
additional information on how subordination limits your ability to receive
payment or pursue other rights if we default or have certain other financial
difficulties. In addition, the senior and subordinated debt securities, if they
are not guaranteed by our subsidiaries, will be effectively subordinated to the
indebtedness of our subsidiaries.


SUBORDINATION

     Unless the prospectus supplement provides otherwise, the following
provisions will apply to the subordinated debt securities:

     The payment of principal, any premium and interest on the subordinated debt
securities is subordinated in right of payment to the prior payment in full of
all of our senior indebtedness. This means that in certain circumstances where
we may not be making payments on all of our debt obligations as they become due,
the holders of all of our senior indebtedness will be entitled to receive
payment in full of all amounts that are due or will become due on the senior
indebtedness before you and the other holders of subordinated debt securities
will be entitled to receive any payment or distribution (other than in the form
of subordinated securities) on the subordinated debt securities. These
circumstances include the following circumstances:

     - We make a payment or distribute assets to creditors upon any liquidation,
       dissolution, winding up or reorganization of our company, or as part of
       an assignment or marshalling of our assets for the benefit of our
       creditors.

     - We file for bankruptcy or certain other events in bankruptcy, insolvency
       or similar proceedings occur.

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     - The maturity of the subordinated debt securities is accelerated. For
       example, the entire principal amount of a series of subordinated debt
       securities may be declared to be due and payable and immediately payable
       or may be automatically accelerated due to an event of default as
       described under "-- Events of Default."

     In addition, we are generally not permitted to make payments of principal,
any premium or interest on the subordinated debt securities if we default in our
obligation to make payments on our senior indebtedness and do not cure such
default. We are also prohibited from making payments on subordinated debt
securities if an event of default (other than a payment default) that permits
the holders of senior indebtedness to accelerate the maturity of the senior
indebtedness occurs and we and the trustee have received a notice of such event
of default. However, unless the senior indebtedness has been accelerated because
of that event of default, this payment blockage notice cannot last more than 179
days.

     These subordination provisions mean that if we are insolvent a holder of
senior indebtedness is likely to ultimately receive out of our assets more than
a holder of the same amount of our subordinated debt securities, and a creditor
of our company that is owed a specific amount but who owns neither our senior
indebtedness nor our subordinated debt securities may ultimately receive less
than a holder of the same amount of senior indebtedness and more than a holder
of subordinated debt securities.

     The subordinated indenture does not limit the amount of senior indebtedness
we are permitted to have and we may in the future incur additional senior
indebtedness.

     "Senior indebtedness" is defined in the subordinated indenture as the
principal of, and premium, if any, and unpaid interest on

     - indebtedness of Quest Diagnostics whether outstanding on the date of the
       subordinated indenture or thereafter created, incurred, assumed or
       guaranteed, for money borrowed, unless in the instrument creating or
       evidencing the same or pursuant to which the same is outstanding it is
       provided that such indebtedness is not senior or prior in right of
       payment to the subordinated debt securities. This includes the
       indebtedness of others guaranteed by Quest Diagnostics but excludes the
       debt securities Quest Diagnostics issued under the subordinated indenture
       and the 10 3/4% senior subordinated notes due 2006 of Quest Diagnostics,
       and

     - renewals, extensions, modifications and refunding of any such
       indebtedness.

     If this prospectus is being delivered in connection with a series of
subordinated securities, the accompanying prospectus supplement or the
information incorporated by reference will set forth the approximate amount of
senior indebtedness outstanding as of a recent date.

THE TRUSTEE

     The initial trustee under each indenture will be The Bank of New York. The
Bank of New York will also be the initial paying agent and registrar for the
debt securities. The Bank of New York is also the trustee and note registrar for
our 10 3/4% senior subordinated notes due 2006.

     Each indenture provides that, except during the continuance of an event of
default under the indenture, the trustee under the indenture will perform only
such duties as are specifically set forth in the indenture. Under the indenture,
the holders of a majority in outstanding principal amount of the debt securities
will have the right to direct the time, method and place of conducting any
proceeding or exercising any remedy available to the trustee under the
indenture, subject to certain exceptions. If an

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event of default has occurred and is continuing, the trustee under the indenture
will exercise such rights and powers vested in it under the indenture and use
the same degree of care and skill in its exercise as a prudent person would
exercise under the circumstances in the conduct of such person's own affairs.

     Each indenture and provisions of the Trust Indenture Act incorporated by
reference in the indenture contain limitations on the rights of the trustee
under such indenture, should it become a creditor of our company, to obtain
payment of claims in certain cases or to realize on certain property received by
it in respect of any such claims, as security or otherwise. The trustee under
the indenture is permitted to engage in other transactions. However, if the
trustee under the indenture acquires any prohibited conflicting interest, it
must eliminate the conflict or resign.

     Each trustee may resign or be removed with respect to one or more series of
securities and a successor trustee may be appointed to act with respect to such
series. In the event that two or more persons are acting as Trustee with respect
to different series of securities under one of the indentures, each such trustee
shall be a trustee of a trust separate and apart from the trust administered by
any other such trustee and any action described herein to be taken by the
"trustee" may then be taken by each such trustee with respect to, and only with
respect to, the one or more series of securities for which it is trustee.

GOVERNING LAW

     The indentures and the debt securities will be governed by, and construed
in accordance with, the laws of the State of New York.

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                       DESCRIPTION OF THE PREFERRED STOCK
                     AND THE DEPOSITARY SHARES REPRESENTING
                      FRACTIONAL SHARES OF PREFERRED STOCK

     This section describes the general terms and provisions of the preferred
stock that we may offer by this prospectus. The applicable prospectus supplement
will describe the specific terms of the series of preferred stock then offered,
and the terms and provisions described in this section will apply only to the
extent not superseded by the terms of the applicable prospectus supplement.

     This section is only a summary of the preferred stock that we may offer. We
urge you to read carefully our certificate of incorporation and the certificate
of designation we will file in relation to an issue of any particular series of
preferred stock before you buy any preferred stock.

BOOK-ENTRY SECURITIES

     The preferred stock may be issued in whole or in part in the form of one or
more global securities. See "Securities We May Issue" for additional information
about your limited rights as the beneficial owner of a global security.

OUR SERIES OF PREFERRED STOCK

     Our certificate of incorporation permits us to issue, without prior
permission from our stockholders, up to 10,000,000 shares of preferred stock. As
of December 31, 2000, we had previously authorized:

     - 1,000 shares of voting cumulative preferred stock, par value $1.00 per
       share, all of which are issued and outstanding; and

     - 600,000 shares of series A preferred stock par value $1.00 per share,
       none of which are expected to be issued nor are any outstanding; series A
       preferred stock will be issued pursuant to our rights agreement as
       described under "Description of Common Stock -- Rights Agreement."

VOTING CUMULATIVE PREFERRED STOCK

     We have 1,000 outstanding shares of voting cumulative preferred stock, all
of which are owned by Corning Incorporated. The shares of our voting cumulative
preferred stock rank senior to our common stock and series A preferred stock;
they have a liquidation preference of $1,000 per share over the shares of our
common stock and receive quarterly dividends payable in cash at the greater of
(1) 10% per annum or (2) the yield to maturity of our 10 3/4% notes expressed as
a percentage plus 1%. The voting cumulative preferred stock has one vote per
share and votes together with our common stock as a single class. The voting
cumulative preferred stock also votes as a separate class on any amendment to
our certificate of incorporation that adversely affects the rights of such
preferred stock, subject to certain exceptions. We may redeem all the shares of
our voting cumulative preferred stock beginning on January 1, 2003. The initial
redemption price is 106% of the liquidation preference per share, plus accrued
and unpaid dividends. The redemption price will decline each year after 2003 and
will be 100% of the liquidation preference, plus accrued and unpaid dividends,
on or after January 1, 2006. On January 1, 2022, we must redeem all of the then
outstanding shares of voting cumulative preferred stock at a redemption price
equal to the liquidation preference.

TERMS OF FUTURE SERIES OF PREFERRED STOCK

     Our board of directors may, without further action of the stockholders,
issue undesignated preferred stock in one or more classes or series. Any
undesignated preferred stock issued by us may:

     - rank prior to our common stock as to dividend rights, liquidation
       preference or both;

     - have full or limited voting rights; and

     - be convertible into shares of common stock or other securities.

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     The powers, designations, preferences and relative, participating, optional
or other special rights, and qualifications, limitations or restrictions,
including dividend rights, voting rights, conversion rights, terms of redemption
and liquidation preferences, of the preferred stock of each series will be fixed
or designated by our board of directors pursuant to a certificate of
designation. We will describe in the applicable prospectus supplement the
specific terms of a particular series of preferred stock, which may include the
following:

     - the maximum number of shares in the series;

     - the designation of the series;

     - the terms of any voting rights of the series;

     - the dividend rate, if any, on the shares of such series, the conditions
       and dates upon which such dividends shall be payable, the preference or
       relation which such dividends shall bear to the dividends payable on any
       other class or classes or on any other series of capital stock, and
       whether such dividends shall be cumulative or non-cumulative;

     - whether the shares of such series shall be redeemable by us and, if so,
       the times, prices and other terms and conditions of such redemption;

     - the rights of the holders of shares of such series upon the liquidation,
       dissolution or winding up of our company;

     - whether or not the shares of such series shall be subject to the
       operation of a retirement or sinking fund and, if so, the extent to and
       manner in which any such retirement or sinking fund shall be applied to
       the purchase or redemption of the shares of such series for retirement or
       to other corporate purposes and the terms and provisions relative to the
       operation thereof;

     - whether or not the shares of such series shall be convertible into, or
       exchangeable for, (a) our debt securities, (b) shares of any other class
       or classes of stock of our company, or of any other series of the same or
       different class of stock, or (c) shares of any class or series of stock
       of any other corporation, and if so convertible or exchangeable, the
       price or prices or the rate or rates of conversion or exchange and the
       method, if any, of adjusting the same;

     - the limitations and restrictions, if any, to be effective while any
       shares of such series are outstanding upon the payment of dividends or
       making of other distributions on, and upon the purchase, redemption or
       other acquisition by our company of, our common stock, or any other class
       or classes of stock of our company ranking junior to the shares of such
       series either as to dividends or upon liquidation;

     - the conditions or restrictions, if any, upon the creation of indebtedness
       of our company or upon the issue of any additional stock, including
       additional shares of such series or of any other series or of any other
       class, ranking on a parity with or prior to the shares of such series as
       to dividends or distribution of assets on liquidation, dissolution or
       winding up;

     - whether fractional interests in shares of the series will be offered in
       the form of depositary shares as described below under "-- Depositary
       Shares";

     - any other preference or provision and relative, participating, optional
       or other special rights or qualifications, limitations or restrictions
       thereof; and

     - our ability to modify the rights of holders otherwise than by a vote of a
       majority or more of the series outstanding.

     The preferred stock will, when issued, be fully paid and nonassessable. We
will select the transfer agent, registrar and dividend disbursement agent for a
series of preferred stock and will describe its selection in the applicable
prospectus supplement. The registrar for shares of preferred stock will send
notices to stockholders of any meetings at which holders of the preferred stock
have the right to elect directors of our company or to vote on any other matter
of our company.

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DEPOSITARY SHARES

     This section describes the general terms and provisions of the depositary
shares we may offer. The applicable prospectus supplement will describe the
specific terms of the depositary shares offered through that prospectus
supplement, including, but not limited to, the title of the depositary shares
and the deposited security, the amount of deposited securities represented by
one depositary share, and any general terms outlined in this section that will
not apply to those depositary shares.

     We have summarized certain terms and provisions of the depositary
agreement, the depositary shares and the depositary receipts in this section.
The summary is not complete. We will file the form of depositary agreement,
including the form of depositary receipt, as an exhibit to the registration
statement, of which this prospectus is a part. You should read the forms of
depositary agreement and depositary receipt relating to a series of preferred
stock for additional information before you buy any depositary shares that
represent preferred stock of such series.

     GENERAL.  We may offer fractional interests in preferred stock rather than
full shares of preferred stock. If this occurs, we will provide for the issuance
by a depositary to the public of receipts for depositary shares, each of which
will represent a fractional interest in a share of a particular series of
preferred stock.

     The stock of any series of preferred stock underlying the depositary shares
will be deposited under a separate depositary agreement between us and a
depositary. For these purposes, the depositary will be a bank or trust company
having its principal office in the United States and having a combined capital
and surplus of at least $50 million. We will name the depositary and give the
address of its principal executive office in the applicable prospectus
supplement. Subject to the terms of the depositary agreement, each owner of a
depositary share will have a fractional interest in all the rights and
preferences of the preferred stock underlying such depositary shares. Those
rights include any dividend, voting, redemption, conversion and liquidation
rights.

     The depositary shares will be evidenced by depositary receipts issued under
the depositary agreement. If you purchase fractional interests in shares of the
related series of preferred stock, you will receive depositary receipts as
described in the applicable prospectus supplement. While the final depositary
receipts are being prepared, we may order the depositary to issue temporary
depositary receipts substantially identical to the final depositary receipts in
final form. The holders of the temporary depositary receipts will be entitled to
the same rights as if they held the depositary receipts although not in final
form. Holders of the temporary depositary receipts can exchange them for the
final depositary receipts at our expense.

     If you surrender depositary receipts at the principal office of the
depositary, unless the related depositary shares have previously been called for
redemption, you are entitled to receive at such office the number of shares of
preferred stock and any money or other property represented by such depositary
shares. We will not issue partial shares of preferred stock. If you deliver
depositary receipts evidencing a number of depositary shares that represent more
than a whole number of shares of preferred stock, the depositary will issue you
a new depositary receipt evidencing such excess number of depositary shares at
the same time that the shares of preferred stock are withdrawn. Holders of
preferred stock received in exchange for depositary shares will no longer be
entitled to deposit such shares under the depositary agreement or to receive
depositary shares in exchange for such preferred stock.

     DIVIDENDS AND OTHER DISTRIBUTIONS.  The depositary will distribute all cash
dividends or other distributions received with respect to the preferred stock to
the record holders of depositary shares representing the preferred stock in
proportion to the number of depositary shares owned by the holders on the
relevant record date. The depositary will distribute only the amount that can be
distributed without attributing to any holder of depositary shares a fraction of
one cent. THE BALANCE NOT DISTRIBUTED WILL BE ADDED TO AND TREATED AS PART OF
THE NEXT SUM RECEIVED BY THE DEPOSITARY FOR DISTRIBUTION TO RECORD HOLDERS OF
DEPOSITARY SHARES.

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     If there is a distribution other than in cash, the depositary will
distribute property to the holders of depositary shares, unless the depositary
determines that it is not feasible to make such distribution. If this occurs,
the depositary may, with our approval, sell the property and distribute the net
proceeds from the sale to the holders of depositary shares.

     The depositary agreement will also contain provisions relating to how any
subscription or similar rights offered by us to the holders of the preferred
stock will be made available to the holders of depositary shares.

     CONVERSION AND EXCHANGE.  If any series of preferred stock underlying the
depositary shares is subject to conversion or exchange, the applicable
prospectus supplement will describe the rights or obligations of each record
holder of depositary receipts to convert or exchange the depositary shares.

     REDEMPTION OF DEPOSITARY SHARES.  If the series of the preferred stock
underlying the depositary shares is subject to redemption, the depositary shares
will be redeemed from the redemption proceeds, in whole or in part, of such
series of the preferred stock held by the depositary. The depositary will mail
notice of redemption between 30 to 60 days prior to the date fixed for
redemption to the record holders of the depositary shares to be redeemed at
their addresses appearing in the depositary's records. The redemption price per
depositary share will bear the same relationship to the redemption price per
share of preferred stock that the depositary share bears to the underlying
preferred share. Whenever we redeem preferred stock held by the depositary, the
depositary will redeem, as of the same redemption date, the number of depositary
shares representing the preferred stock redeemed. If less than all the
depositary shares are to be redeemed, the depositary shares to be redeemed will
be selected by lot or pro rata as determined by the depositary.

     After the date fixed for redemption, the depositary shares called for
redemption will no longer be outstanding. When the depositary shares are no
longer outstanding, all rights of the holders will cease, except the right to
receive money or other property that the holders of the depositary shares were
entitled to receive upon such redemption. Such payments will be made when
holders surrender their depositary receipts to the depositary.

     VOTING THE PREFERRED STOCK.  Upon receipt of notice of any meeting at which
the holders of the preferred stock are entitled to vote, the depositary will
mail information about the meeting contained in the notice to the record holders
of the depositary shares relating to such preferred stock. Each record holder of
such depositary shares on the record date, which will be the same date as the
record date for the preferred stock, will be entitled to instruct the depositary
as to how the preferred stock underlying the holder's depositary shares should
be voted.

     The depositary will try, if practical, to vote the number of shares of
preferred stock underlying the depositary shares according to the instructions
received. We will agree to take all action requested and deemed necessary by the
depositary in order to enable the depositary to vote the preferred stock in that
manner. The depositary will not vote any preferred stock for which it does not
receive specific instructions from the holder of the depositary shares relating
to such preferred stock.

     TAXATION.  Provided that each obligation in the depositary agreement and
any related agreement is performed in accordance with its terms, owners of
depositary shares will be treated for federal income tax purposes as if they
were owners of the shares of preferred stock represented by the depositary
shares. Accordingly, for federal income tax purposes they will have the income
and deductions to which they would be entitled if they were holders of the
preferred stock. In addition:

     - No gain or loss will be recognized for federal income tax purposes upon
       withdrawal of preferred stock in exchange for depositary shares as
       provided in the depositary agreement.

     - The tax basis of each share of preferred stock to an exchanging owner of
       depositary shares will, upon the exchange, be the same as the aggregate
       tax basis of the depositary shares exchanged for such preferred stock.

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     - The holding period for the preferred stock, in the hands of an exchanging
       owner of depositary shares who held the depositary shares as a capital
       asset at the time of the exchange, will include the period that the owner
       held such depositary shares.

     AMENDMENT AND TERMINATION OF THE DEPOSITARY AGREEMENT.  The form of
depositary receipt evidencing the depositary shares and any provision of the
depositary agreement may be amended by agreement between our company and the
depositary at any time. However, any amendment that materially and adversely
alters the rights of the existing holders of depositary shares will not be
effective unless approved by the record holders of at least a majority of the
depositary shares then outstanding. A depositary agreement may be terminated by
us or the depositary only if:

     - All outstanding depositary shares relating to the depositary agreement
       have been redeemed.

     - There has been a final distribution on the preferred stock of the
       relevant series in connection with the liquidation, dissolution or
       winding up of the business and the distribution has been distributed to
       the holders of the related depositary shares.

     CHARGES OF DEPOSITARY.  We will pay all transfer and other taxes and
governmental charges arising solely from the existence of the depositary
arrangements. We will pay associated charges of the depositary for the initial
deposit of the preferred stock and any redemption of the preferred stock.
Holders of depositary shares will pay transfer and other taxes and governmental
charges and any other charges that are stated to be their responsibility in the
depositary agreement.

     MISCELLANEOUS.  We will forward to the holders of depositary shares all
reports and communications that it must furnish to the holders of the preferred
stock.

     Neither the depositary nor we will be liable if the depositary is prevented
or delayed by law or any circumstance beyond its control in performing its
obligations under the depositary agreement. Our obligations and the depositary's
obligations under the depositary agreement will be limited to performance in
good faith of duties set forth in the depositary agreement. Neither the
depositary nor we will be obligated to prosecute or defend any legal proceeding
connected with any depositary shares or preferred stock unless satisfactory
indemnity is furnished to us or the depositary. We and the depositary may rely
upon written advice of counsel or accountants, or information provided by
persons presenting preferred stock for deposit, holders of depositary shares or
other persons believed to be competent and on documents believed to be genuine.

     RESIGNATION AND REMOVAL OF DEPOSITARY.  The depositary may resign at any
time by delivering notice to us. We may also remove the depositary at any time.
Resignations or removals will take effect upon the appointment of a successor
depositary and its acceptance of the appointment. The successor depositary must
be appointed within 60 days after delivery of the notice of resignation or
removal and must be a bank or trust company having its principal office in the
United States and having a combined capital and surplus of at least $50 million.

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                          DESCRIPTION OF COMMON STOCK


     Our authorized capital stock consists of 300,000,000 shares of common
stock, par value $0.01 per share, and 10,000,000 shares of preferred stock, par
value $1.00 per share. As of April 23, 2001, there were 46,986,279 shares of
common stock outstanding held of record by approximately 6,800 stockholders, and
1,000 shares of preferred stock outstanding held of record by Corning
Incorporated. Our board of directors has declared a two-for-one stock split to
be effected in the form of a 100% stock dividend to be paid on May 31, 2001. The
following description of our common stock and provisions of our certificate of
incorporation and bylaws are only summaries and we encourage you to review
complete copies of our certificate of incorporation and bylaws, which we have
previously filed with the SEC.


COMMON STOCK

     Holders of our common stock are entitled to receive, as, when and if
declared by our board of directors, dividends and other distributions in cash,
stock or property from our assets or funds legally available for those purposes
subject to any dividend preferences that may be attributable to preferred stock.
Holders of common stock are entitled to one vote for each share held of record
on all matters on which stockholders may vote. Holders of common stock are not
entitled to cumulative voting for the election of directors. There are no
preemptive, conversion, redemption or sinking fund provisions applicable to our
common stock. All outstanding shares of our common stock are fully paid and
non-assessable. In the event of our liquidation, dissolution or winding up,
holders of common stock are entitled to share ratably in the assets available
for distribution, subject to any prior rights of any holders of preferred stock
then outstanding.

     Our common stock is traded on the New York Stock Exchange under the symbol
"DGX."

DELAWARE LAW AND OUR CERTIFICATE OF INCORPORATION AND BYLAW PROVISIONS MAY HAVE
AN ANTI-TAKEOVER EFFECT

     Provisions in our certificate of incorporation, bylaws and Delaware law
could make it harder for someone to acquire us through a tender offer, proxy
contest or otherwise. We are governed by the provisions of Section 203 of the
Delaware General Corporate Law, which provides that a person who owns (or within
three years, did own) 15% or more of a company's voting stock is an "interested
stockholder." Section 203 prohibits a public Delaware corporation from engaging
in a business combination with an interested stockholder for a period commencing
three years from the date in which the person became an interested stockholder
unless:

     - the board of directors approved the transaction which resulted in the
       stockholder becoming an interested stockholder;

     - upon consummation of the transaction which resulted in the stockholder
       becoming an interested stockholder, the interested stockholder owns at
       least 85% of the voting stock of the corporation (excluding shares owned
       by officers, directors, or certain employee stock purchase plans); or

     - at or subsequent to the time the transaction is approved by the board of
       directors, there is an affirmative vote of at least 66.67% of the
       outstanding voting stock.

     Section 203 could prohibit or delay mergers or other takeover attempts
against us, and accordingly, may discourage attempts to acquire us through
tender offer, proxy contest or otherwise.

     Our certificate of incorporation and bylaws include certain restrictions on
who may call a special meeting of stockholders and prohibit certain actions by
written consent of the holders of common stock. These provisions could delay,
deter or prevent a future takeover or acquisition of us unless such takeover or
acquisition is approved by the board of directors. We have a staggered board of
directors, so that it would take three successive annual meetings to replace all
directors. Our certificate of incorporation also requires the approval of
holders of at least 80% of the voting power of the outstanding capital stock of
our company entitled to vote generally in the election of directors as a
condition for mergers and certain other

                                        34
   41

business combinations with any beneficial owner of more than 10% of such voting
power or an interested stockholder, unless (1) the transaction is approved by at
least a majority of directors which are not affiliated or associated with the
interested stockholder with whom we are seeking a business combination or (2)
certain minimum price, form of consideration and procedural requirements are
met.

RIGHTS AGREEMENT

     On December 31, 1996, we adopted a shareholder rights agreement. As with
most shareholder rights agreements, the terms of our rights agreement are
complex and not easily summarized. This summary may not contain all of the
information that is important to you. Accordingly, you should carefully read our
rights agreement, as amended, that is incorporated by reference as an exhibit to
the registration statement of which this prospectus is a part.


     Our rights agreement provides that each of our common shares will have the
right to purchase a unit consisting of one-hundredth of our series A preferred
stock at a purchase price of $500, which will be adjusted to $250 per share as a
result of the stock dividend to be paid on May 31, 2001. Each share of series A
preferred stock is entitled to 100 votes per share and votes together with our
common stock as a single class. The series A preferred stock is not redeemable.
Holders of rights will have no rights as our stockholders, including the right
to vote or receive dividends, simply by virtue of holding the rights.


     Initially, the rights under our rights agreement are attached to
outstanding certificates representing our common shares and no separate
certificates representing the rights will be distributed. The rights will
separate from our common shares and be represented by separate certificates
approximately 10 days after someone acquires or commences a tender or exchange
offer for 20% of our outstanding common stock except in the case of SmithKline
Beecham and its affiliates, who may acquire up to 29.5% of our outstanding
common stock without triggering the separation of the rights from our common
stock.

     After the rights separate from our common shares, certificates representing
the rights will be mailed to record holders of our common shares. Once
distributed, the rights certificates alone will represent the rights. All of our
common shares issued prior to the date the rights separate from the common
shares will be issued with the rights attached. The rights are not exercisable
until the date the rights separate from the common shares. The rights will
expire on December 31, 2006 unless earlier redeemed or exchanged by us.

     If a person or group obtains or has the right to obtain 20% or more of our
common shares, then each holder of a right shall be entitled to receive common
stock in lieu of the series A preferred stock upon exercise of the right and
payment of the purchase price. The number of shares of common stock the holder
of the right shall be entitled to receive shall have a value equal to two times
the purchase price paid by such holder upon exercise of the right, unless our
board of directors exercises its option pursuant to the rights agreement to
exchange all or part of the outstanding rights for common stock at an exchange
ratio of one common stock per right prior to a person or group beneficially
owning 50% or more of our common shares. If our company is acquired in a merger,
consolidation or other business combination or more than 50% of our assets is
sold or transferred, each right will thereafter entitle the holder thereof to
receive, upon the exercise of such right, common stock of the acquiring
corporation having a value equal to two times the purchase price of such right.

     Our rights agreement may have anti-takeover effects. The rights may cause
substantial dilution to a person or group that attempts to acquire us.
Accordingly, the existence of the rights may deter acquirors from making
takeover proposals or tender offers. However, the rights are not intended to
prevent a takeover, but rather are designed to enhance the ability of our board
to negotiate with an acquiror on behalf of all the stockholders. In addition,
the rights should not interfere with a proxy contest.

LIMITATIONS ON LIABILITY AND INDEMNIFICATION OF OFFICERS AND DIRECTORS

     Our certificate of incorporation limits the liability of directors to the
fullest extent permitted by Delaware law. Delaware law provides that directors
of a corporation will not be personally liable for

                                        35
   42

monetary damages for breach of their fiduciary duties as directors, including,
without limitation, directors serving on committees of our board of directors.
Directors remain liable for:

     - any breach of the director's duty of loyalty to our or its stockholders;

     - any act or omission not in good faith or which involves intentional
       misconduct or a knowing violation of the law;

     - any violation of Section 174 of the DGCL, which proscribes the payment of
       dividends and stock purchases or redemptions under certain circumstances;
       and

     - any transaction from which the directors derive an improper personal
       benefit.

     This provision, however, has no effect on the availability of equitable
remedies such as an injunction or rescission. Additionally, this provision will
not limit liability under state or federal securities laws.

     The certificate of incorporation provides that we shall indemnify our
officers and directors to the fullest extent permitted by such law. We believe
that these provisions will assist us in attracting and retaining qualified
individuals to serve as directors.

TRANSFER AGENT AND REGISTRAR

     The transfer agent and registrar for our common stock is Computershare
Investors Services LLC, 2 North LaSalle Street, Chicago, Illinois 60602, and its
telephone number at this location is (312) 588-4991.

                                        36
   43

                              SELLING STOCKHOLDER

     We have registered 1,500,000 shares of our common stock that may be offered
by SmithKline Beecham in the registration statement of which this prospectus is
a part. As of May 3, 2001, these shares represented 3.2% of the outstanding
shares of our common stock and SmithKline Beecham held 11,064,336 shares of our
common stock, representing approximately 23.5% of the outstanding shares of our
common stock.

     In a letter agreement dated as of January 22, 2001, SmithKline Beecham has
agreed that (1) it will not offer or sell any shares of common stock pursuant to
such registration statement other than as part of an underwritten public
offering; (2) the maximum number of shares of common stock that it will sell
pursuant to such registration statement will equal the lesser of (a) 1,500,000
shares of common stock or (b) such number of shares of common stock having an
aggregate offering price of $225 million; and (3) it will not make more than one
offering of common stock pursuant to such registration statement. Since
SmithKline Beecham may sell all or some of its shares of common stock that have
been registered pursuant to such registration statement, no estimate can be made
of the aggregate number of shares of common stock that will be owned by
SmithKline Beecham upon completion of any such sale.

                                        37
   44

                              PLAN OF DISTRIBUTION

     We may sell the securities and SmithKline Beecham may sell shares of our
common stock that it owns to one or more underwriters for public offering or to
investors directly or through agents. The name of any such underwriter or agent
involved in the offer and sale of the securities, the amounts underwritten and
the nature of its obligation to take the securities will be named in the
applicable prospectus supplement. We have reserved the right to sell the
securities, and SmithKline Beecham has reserved the right to sell shares of our
common stock that it owns, directly to investors on our own behalf in those
jurisdictions where we are authorized to do so. The sale of the securities may
be effected in transactions (a) on any national or international securities
exchange or quotation service on which the securities may be listed or quoted at
the time of sale, (b) in the over-the-counter market, (c) in transactions
otherwise than on such exchanges or in the over-the-counter market or (d)
through the writing of options. In a letter agreement dated as of January 22,
2001, SmithKline Beecham has agreed that it will not offer or sell any common
stock pursuant to this prospectus other than as part of an underwritten public
offering.

     Underwriters may offer and sell the securities at a fixed price or prices
that may be changed, at market prices prevailing at the time of sale, at prices
related to such prevailing market prices or at negotiated prices. They may offer
the securities on an exchange, which will be disclosed in the applicable
prospectus supplement. We and SmithKline Beecham also may, from time to time,
authorize dealers, acting as our agents, to offer and sell the securities, and
in the case of SmithKline Beecham, our common stock, upon such terms and
conditions as set forth in the applicable prospectus supplement. In connection
with the sale of the securities, underwriters may receive compensation from us
and SmithKline Beecham in the form of underwriting discounts or commissions and
may also receive commissions from purchasers of the securities for whom they may
act as agent. Underwriters may sell the securities to or through dealers, and
such dealers may receive compensation in the form of discounts, concessions or
commissions from the underwriters or commissions (which may be changed from time
to time) from the purchasers for whom they may act as agents.

     Any underwriting compensation paid by our company and SmithKline Beecham to
underwriters or agents in connection with the offering of the securities, and
any discounts, concessions or commissions allowed by underwriters to
participating dealers, will be set forth in the applicable prospectus
supplement. SmithKline Beecham, dealers and agents participating in the
distribution of the securities may be deemed to be underwriters, and any
discounts and commissions received by them and any profit realized by them on
resale of the securities may be deemed to be underwriting discounts and
commissions under the Securities Act. Underwriters, dealers and agents may be
entitled, under agreements entered into with our company and SmithKline Beecham,
to indemnification against and contribution towards certain civil liabilities,
including any liabilities under the Securities Act.

     Until the distribution of the securities is completed, rules of the SEC may
limit the ability of the underwriters to bid for and purchase the securities. As
an exception to these rules, the underwriters are permitted to engage in certain
transactions that stabilize the price of the securities. Such transactions
consist of bids or purchases for the purpose of pegging, fixing or maintaining
the price of the securities. If the underwriters create a short position in the
securities in connection with the offering, i.e., if they sell more securities
than are set forth on the cover page of the applicable prospectus supplement,
the underwriters may reduce that short position by purchasing securities in the
open market. The underwriters may also impose a penalty bid on certain
underwriters. This means that if the underwriters purchase the securities in the
open market to reduce the underwriters' short position or to stabilize the price
of the securities, they may reclaim the amount of the selling concession from
the underwriters who sold those securities as part of the offering. In general,
purchases of a security for the purpose of stabilization or to reduce a short
position could cause the price of the security to be higher than it might be in
the absence of such purchases. The imposition of a penalty bid might also have
an effect on the price of a security to the extent that it were to discourage
resales of the security.

     Any securities other than our common stock issued hereunder may be new
issues of securities with no established trading market. Any underwriters or
agents to or through whom such securities are sold for

                                        38
   45

public offering and sale may make a market in such securities, but such
underwriters or agents will not be obligated to do so and may discontinue any
market making at any time without notice. No assurance can be given as to the
liquidity of the trading market for any such securities. The amount of expenses
expected to be incurred by us in connection with any issuance of securities will
be set forth in the prospectus supplement. Certain of the underwriters, dealers
or agents and their associates may engage in transactions with, and perform
services for, our company, SmithKline Beecham and certain of our affiliates and
SmithKline Beecham's affiliate's in the ordinary course.

                           VALIDITY OF THE SECURITIES

     The validity of any securities issued hereunder will be passed upon for our
company by Shearman & Sterling, New York, New York. Unless otherwise indicated
in the applicable prospectus supplement, the validity of any securities issued
hereunder will be passed upon for any agents or underwriters by Fried, Frank,
Harris, Shriver & Jacobson (a partnership including professional corporations),
New York, New York.

                            INDEPENDENT ACCOUNTANTS

     The consolidated financial statements of Quest Diagnostics Incorporated and
subsidiaries as of December 31, 2000 and 1999, and for each of the years in the
three-year period ended December 31, 2000, have been incorporated by reference
into this prospectus in reliance upon the report of PricewaterhouseCoopers LLP,
independent accountants, given upon the authority of said firm as experts in
accounting and auditing.

     The combined balance sheets at December 31, 1998 and 1997 and the related
combined statements of operations, changes in parent's equity and cash flows for
each of the three years ended December 31, 1998, of SmithKline Beecham Clinical
Laboratories, Inc. and Certain Related Affiliates' have been incorporated by
reference into this prospectus in reliance upon the report of
PricewaterhouseCoopers LLP, independent accountants, given upon the authority of
said firm as experts in accounting and auditing.

                                        39
   46

                                    PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.


     The following table sets forth all fees and expenses payable by the
registrant in connection with the issuance and distribution of the securities
being registered hereby (other than underwriting discounts and commissions). All
of such expenses, except the SEC registration fee, are estimated.


                                                           
Securities and Exchange Commission registration fee.........  $  187,500
NYSE listing fee............................................  $   65,000
Legal fees and expenses.....................................  $  200,000
Transfer Agent's fees and expenses..........................  $   10,000
Trustee's fees and expenses.................................  $   20,000
Rating agency fees..........................................  $  360,000
Accounting fees and expenses................................  $  200,000
Blue Sky fees and expenses (including counsel fees).........  $   10,000
Printing expenses...........................................  $  400,000
Miscellaneous...............................................  $   47,500
                                                              ----------
          Total.............................................  $1,500,000
                                                              ==========



ITEM 15.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

LIMITATION ON LIABILITY OF DIRECTORS

     Pursuant to authority conferred by Section 102 of the Delaware General
Corporation Law (the "DGCL"), Paragraph 11 of our certificate of incorporation
(the "Certificate") eliminates the personal liability of directors to us or our
stockholders for monetary damages for breach of fiduciary duty, including,
without limitation, directors serving on committees of our board of directors
(the "Board"). Directors remain liable for (1) any breach of the duty of loyalty
to us or our stockholders, (2) any act or omission not in good faith or which
involves intentional misconduct or a knowing violation of law, (3) any violation
of Section 174 of the DGCL, which proscribes the payment of dividends and stock
purchases or redemptions under certain circumstances, and (4) any transaction
from which directors derive an improper personal benefit.

INDEMNIFICATION AND INSURANCE

     In accordance with Section 145 of the DGCL, which provides for the
indemnification of directors, officers and employees under certain
circumstances, Paragraph 11 of the Certificate grants our directors and officers
a right to indemnification for all expenses, liabilities and losses relating to
civil, criminal, administrative or investigative proceedings to which they are a
party (1) by reason of the fact that they are or were our directors or officers
or (2) by reason of the fact that, while they are or were our directors or
officers, they are or were serving at our request as directors or officers of
another corporation, partnership, joint venture, trust or enterprise.

     Paragraph 11 of the Certificate further provides for the mandatory
advancement of expenses incurred by officers and directors in defending such
proceedings in advance of their final disposition upon delivery to us by the
indemnitee of an undertaking to repay all amounts so advanced if it is
ultimately determined that such indemnitee is not entitled to be indemnified
under Paragraph 11. We may not indemnify or make advance payments to any person
in connection with proceedings initiated against us by such person without the
authorization of our board of directors.

                                       II-1
   47

     In addition, Paragraph 11 of the Certificate provides that directors and
officers therein described shall be indemnified to the fullest extent permitted
by Section 145 of the DGCL, or any successor provisions or amendments
thereunder.

     In the event that any such successor provisions or amendments provide
indemnification rights broader than permitted prior thereto, Paragraph 11 of the
Certificate allows such broader indemnification rights to apply retroactively
with respect to any predating alleged action or inaction and also allows the
indemnification to continue after an indemnitee has ceased to be our director or
officer and to inure to the benefit of the indemnitee's heirs, executors and
administrators.

     Paragraph 11 of the Certificate further provides that the right to
indemnification is not exclusive of any other right that any indemnitee may have
or thereafter acquire under any statute, the Certificate, any agreement or vote
of stockholders or disinterested directors or otherwise, and allows us to
indemnify and advance expenses to any person whom the corporation has the power
to indemnify under the DGCL or otherwise.

     Each of the form of underwriting agreement to be filed as Exhibits 1.1, 1.2
and 1.3 hereto will provide for the indemnification of the registrant, its
controlling persons, its directors and certain of its officers by the
underwriters against certain liabilities, including liabilities under the
Securities Act.

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted for directors and officers and controlling persons pursuant to
the foregoing provisions, we have been advised that in the opinion of the SEC,
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable.

     The Certificate authorizes us to purchase insurance for our directors and
officers and persons who serve at our request as directors, officers, employees
or agents of another corporation, partnership, joint venture, trust or
enterprise against any expense, liability or loss incurred in such capacity,
whether or not we would have the power to indemnify such persons against such
expense or liability under the DGCL. We intend to maintain insurance coverage of
our officers and directors as well as insurance coverage to reimburse us for
potential costs of our corporate indemnification of directors and officers.

ITEM 16.  EXHIBITS AND FINANCIAL STATEMENTS SCHEDULES.

     The exhibits to this registration statement are listed in the Exhibit Index
to this registration statement, which Exhibit Index is hereby incorporated by
reference.

ITEM 17.  UNDERTAKINGS.


     The undersigned registrant hereby undertakes:


        (a)(1) To file, during any period in which offers or sales are being
               made of the securities registered hereby, a post-effective
               amendment to this registration statement:

                (i)  to include any prospectus required by Section 10(a)(3) of
                     the Securities Act of 1933;

                (ii) to reflect in the prospectus any facts or events arising
                     after the effective date of this registration statement (or
                     the most recent post-effective amendment thereof) which,
                     individually or in the aggregate, represent a fundamental
                     change in the information set forth in the registration
                     statement; provided, however, that notwithstanding the
                     foregoing, any increase or decrease in volume of securities
                     offered (if the total dollar value of securities offered
                     would not exceed that which was registered) and any
                     deviation from the low or high end of the estimated maximum
                     offering range may be reflected in the form of prospectus
                     filed with the Securities and Exchange Commission pursuant
                     to Rule 424(b) if, in the aggregate, the changes in volume
                     and price represent no more than a 20% change in the
                     maximum aggregate offering

                                       II-2
   48

                  price set forth in the "Calculation of Registration Fee" table
                  in the effective registration statement; and

                (iii) to include any material information with respect to the
                      plan of distribution not previously disclosed in the
                      registration statement or any material change to such
                      information in the registration statement;

                      provided, however, that the undertakings set forth in
                      clauses (i) and (ii) above do not apply if the information
                      required to be included in a post-effective amendment by
                      those clauses is contained in periodic reports filed by
                      the registrant pursuant to Section 13 or 15(d) of the
                      Securities and Exchange Act of 1934 that are incorporated
                      by reference in this registration statement;

        (2) That, for the purpose of determining any liability under the
            Securities Act of 1933, each such post-effective amendment shall be
            deemed to be a new registration statement relating to the securities
            offered therein, and the offering of such securities at that time
            shall be deemed to be the initial bona fide offering thereof;

        (3) To remove from registration by means of a post-effective amendment
            any of the securities being registered which remain unsold at the
            termination of the offering;

        (b) That, for the purposes of determining any liability under the
            Securities Act of 1933, each filing of our annual report pursuant to
            Section 13(a) or 15(d) of the Securities and Exchange Act of 1934
            (and, where applicable, each filing of an employee benefit plan's
            annual report pursuant to Section 15(a) of the Securities Exchange
            Act of 1934) that is incorporated by reference in this registration
            statement shall be deemed to be a new registration statement
            relating to the securities offered therein, and the offering of such
            securities at that time shall be deemed to be the initial bona fide
            offering thereof; and

        (c) To deliver or cause to be delivered with the prospectus, to each
            person to whom the prospectus is sent or given, the latest annual
            report to security holders that is incorporated by reference in the
            prospectus and furnished pursuant to and meeting the requirements of
            Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934;
            and, where interim financial information required to be presented by
            Article 3 of Regulation S-X are not set forth in the prospectus, to
            deliver, or cause to be delivered to each person to whom the
            prospectus is sent or given, the latest quarterly report that is
            specifically incorporated by reference in the prospectus to provide
            such interim financial information.


     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers or persons controlling the
registrant, the registrant has been informed that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act of 1933 and is therefore unenforeceable.



     The undersigned registrant hereby undertakes to file an application for the
purpose of determining the eligibility of the trustee to act under subsection
(a) of Section 310 of the Trust Indenture Act in accordance with the rules and
regulations prescribed by the Commission under Section 305(b)(2) of the Trust
Indenture Act.


                                       II-3
   49

                                   SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, as amended, we
certify that we have reasonable grounds to believe that we meet all of the
requirements for filing on Form S-3 and have duly caused this amendment no. 4 to
the registration statement to be signed on our behalf by the undersigned,
thereunto duly authorized, in The City of New York, State of New York, on May
23, 2001.


                                          QUEST DIAGNOSTICS INCORPORATED

                                          By: /s/  KENNETH W. FREEMAN
                                            ------------------------------------
                                              Kenneth W. Freeman, Chairman of
                                               the Board and Chief Executive
                                                           Officer


     Pursuant to the requirements of the Securities Act of 1933, as amended,
this amendment no. 4 to the registration statement has been signed by the
following persons in the capacities indicated on May 23, 2001.





                       SIGNATURE                                             TITLE
                       ---------                                             -----
                                                       
                           *                              Chairman of the Board, Chief Executive
- --------------------------------------------------------    Officer and Director (principal executive
                   Kenneth W. Freeman                       officer)

                           *                              Corporate Vice President and Chief Financial
- --------------------------------------------------------    Officer (principal financial officer)
                   Robert A. Hagemann

                           *                              Vice President, Corporate Controller and
- --------------------------------------------------------    Chief Accounting Officer (chief accounting
                  Thomas F. Bongiorno                       officer)

                           *                              Director
- --------------------------------------------------------
                    Kenneth D. Brody

                           *                              Director
- --------------------------------------------------------
                   William F. Buehler

                           *                              Director
- --------------------------------------------------------
                    Van C. Campbell

                           *                              Director
- --------------------------------------------------------
                    Mary A. Cirillo

                           *                              Director
- --------------------------------------------------------
                    William R. Grant

                           *                              Director
- --------------------------------------------------------
                    Dan C. Stanzione

                           *                              Director
- --------------------------------------------------------
                    Gail R. Wilensky

                           *                              Director
- --------------------------------------------------------
                    John B. Ziegler

              *By: /s/ LEO FARRENKOPF, JR.                Attorney-in-Fact
  ---------------------------------------------------
                     Leo Farrenkopf, Jr.



                                       II-4
   50


                                   SIGNATURES



     Pursuant to the requirements of the Securities Act of 1933, as amended, we
certify that we have reasonable grounds to believe that we meet all of the
requirements for filing on Form S-3 and have duly caused this amendment no. 4 to
the registration statement to be signed on our behalf by the undersigned,
thereunto duly authorized, in The City of New York, State of New York, on May
23, 2001.



                                          QUEST DIAGNOSTICS HOLDINGS


                                          INCORPORATED



                                          By: /s/  KENNETH W. FREEMAN

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

                                              Kenneth W. Freeman, Chief
                                              Executive Officer



     Pursuant to the requirements of the Securities Act of 1933, as amended,
this amendment no. 4 to the registration statement has been signed by the
following persons in the capacities indicated on May 23, 2001.



     Each individual whose signature appears below constitutes and appoints
Michael E. Prevoznik and Leo Farrenkopf, Jr., and each of them singly, his or
her true and lawful attorneys-in-fact and agents with full power of
substitution, for him or her and in his or her name, place and stead, in any and
all capacities, to sign this registration statement and any and all amendments
thereto, including post-effective amendments, and to file the same, with all
exhibits thereto, any related registration filed pursuant to Rule 462(b) under
the Securities Act of 1933, as amended, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all the said
attorneys-in-fact and agents or any of them or their or his or her substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.





                       SIGNATURE                                             TITLE
                       ---------                                             -----
                                                       
                 /s/ KENNETH W. FREEMAN                   Chief Executive Officer
- --------------------------------------------------------  (principal executive officer)
                   Kenneth W. Freeman

                 /s/ SURYA N. MOHAPATRA                   President and Director
- --------------------------------------------------------
                   Surya N. Mohapatra

                 /s/ ROBERT A. HAGEMANN                   Vice President and Director
- --------------------------------------------------------
                   Robert A. Hagemann



                                       II-5
   51


                                   SIGNATURES



     Pursuant to the requirements of the Securities Act of 1933, as amended, we
certify that we have reasonable grounds to believe that we meet all of the
requirements for filing on Form S-3 and have duly caused this amendment no. 4 to
the registration statement to be signed on our behalf by the undersigned,
thereunto duly authorized, in The City of New York, State of New York, on May
23, 2001.



                                          QUEST DIAGNOSTICS CLINICAL


                                          LABORATORIES, INC.



                                          By: /s/  KENNETH W. FREEMAN

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

                                              Kenneth W. Freeman, Chief
                                              Executive Officer



     Pursuant to the requirements of the Securities Act of 1933, as amended,
this amendment no. 4 to the registration statement has been signed by the
following persons in the capacities indicated on May 23, 2001.



     Each individual whose signature appears below constitutes and appoints
Michael E. Prevoznik and Leo Farrenkopf, Jr., and each of them singly, his or
her true and lawful attorneys-in-fact and agents with full power of
substitution, for him or her and in his or her name, place and stead, in any and
all capacities, to sign this registration statement and any and all amendments
thereto, including post-effective amendments, and to file the same, with all
exhibits thereto, any related registration filed pursuant to Rule 462(b) under
the Securities Act of 1933, as amended, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all the said
attorneys-in-fact and agents or any of them or their or his or her substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.





                       SIGNATURE                                             TITLE
                       ---------                                             -----
                                                       
                 /s/ KENNETH W. FREEMAN                   Chief Executive Officer (principal executive
- --------------------------------------------------------  officer)
                   Kenneth W. Freeman

                 /s/ SURYA N. MOHAPATRA                   President and Director
- --------------------------------------------------------
                   Surya N. Mohapatra

                 /s/ ROBERT A. HAGEMANN                   Vice President and Director
- --------------------------------------------------------
                   Robert A. Hagemann



                                       II-6
   52


                                   SIGNATURES



     Pursuant to the requirements of the Securities Act of 1933, as amended, we
certify that we have reasonable grounds to believe that we meet all of the
requirements for filing on Form S-3 and have duly caused this amendment no. 4 to
the registration statement to be signed on our behalf by the undersigned,
thereunto duly authorized, in The City of New York, State of New York, on May
23, 2001.



                                          QUEST DIAGNOSTICS INCORPORATED (CA)



                                          By: /s/  KENNETH W. FREEMAN

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

                                              Kenneth W. Freeman, Chief
                                              Executive Officer



     Pursuant to the requirements of the Securities Act of 1933, as amended,
this amendment no. 4 to the registration statement has been signed by the
following persons in the capacities indicated on May 23, 2001.



     Each individual whose signature appears below constitutes and appoints
Michael E. Prevoznik and Leo Farrenkopf, Jr., and each of them singly, his or
her true and lawful attorneys-in-fact and agents with full power of
substitution, for him or her and in his or her name, place and stead, in any and
all capacities, to sign this registration statement and any and all amendments
thereto, including post-effective amendments, and to file the same, with all
exhibits thereto, any related registration filed pursuant to Rule 462(b) under
the Securities Act of 1933, as amended, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all the said
attorneys-in-fact and agents or any of them or their or his or her substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.





                       SIGNATURE                                             TITLE
                       ---------                                             -----
                                                       
                 /s/ KENNETH W. FREEMAN                   Chief Executive Officer (principal executive
- --------------------------------------------------------  officer)
                   Kenneth W. Freeman

                 /s/ SURYA N. MOHAPATRA                   President and Director
- --------------------------------------------------------
                   Surya N. Mohapatra

                 /s/ ROBERT A. HAGEMANN                   Vice President and Director
- --------------------------------------------------------
                   Robert A. Hagemann



                                       II-7
   53


                                   SIGNATURES



     Pursuant to the requirements of the Securities Act of 1933, as amended, we
certify that we have reasonable grounds to believe that we meet all of the
requirements for filing on Form S-3 and have duly caused this amendment no. 4 to
the registration statement to be signed on our behalf by the undersigned,
thereunto duly authorized, in The City of New York, State of New York, on May
23, 2001.



                                          QUEST DIAGNOSTICS INCORPORATED (MD)



                                          By: /s/  KENNETH W. FREEMAN

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

                                              Kenneth W. Freeman, Chief
                                              Executive Officer



     Pursuant to the requirements of the Securities Act of 1933, as amended,
this amendment no. 4 to the registration statement has been signed by the
following persons in the capacities indicated on May 23, 2001.



     Each individual whose signature appears below constitutes and appoints
Michael E. Prevoznik and Leo Farrenkopf, Jr., and each of them singly, his or
her true and lawful attorneys-in-fact and agents with full power of
substitution, for him or her and in his or her name, place and stead, in any and
all capacities, to sign this registration statement and any and all amendments
thereto, including post-effective amendments, and to file the same, with all
exhibits thereto, any related registration filed pursuant to Rule 462(b) under
the Securities Act of 1933, as amended, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all the said
attorneys-in-fact and agents or any of them or their or his or her substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.





                       SIGNATURE                                             TITLE
                       ---------                                             -----
                                                       
                 /s/ KENNETH W. FREEMAN                   Chief Executive Officer (principal executive
- --------------------------------------------------------  officer)
                   Kenneth W. Freeman

                 /s/ SURYA N. MOHAPATRA                   President and Director
- --------------------------------------------------------
                   Surya N. Mohapatra

                 /s/ ROBERT A. HAGEMANN                   Vice President and Director
- --------------------------------------------------------
                   Robert A. Hagemann



                                       II-8
   54


                                   SIGNATURES



     Pursuant to the requirements of the Securities Act of 1933, as amended, we
certify that we have reasonable grounds to believe that we meet all of the
requirements for filing on Form S-3 and have duly caused this amendment no. 4 to
the registration statement to be signed on our behalf by the undersigned,
thereunto duly authorized, in The City of New York, State of New York, on May
23, 2001.



                                          QUEST DIAGNOSTICS LLC



                                          By: /s/  KENNETH W. FREEMAN

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

                                              Kenneth W. Freeman, Chief
                                              Executive Officer



     Pursuant to the requirements of the Securities Act of 1933, as amended,
this amendment no. 4 to the registration statement has been signed by the
following persons in the capacities indicated on May 23, 2001.



     Each individual whose signature appears below constitutes and appoints
Michael E. Prevoznik and Leo Farrenkopf, Jr., and each of them singly, his or
her true and lawful attorneys-in-fact and agents with full power of
substitution, for him or her and in his or her name, place and stead, in any and
all capacities, to sign this registration statement and any and all amendments
thereto, including post-effective amendments, and to file the same, with all
exhibits thereto, any related registration filed pursuant to Rule 462(b) under
the Securities Act of 1933, as amended, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all the said
attorneys-in-fact and agents or any of them or their or his or her substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.





                       SIGNATURE                                             TITLE
                       ---------                                             -----
                                                       
                 /s/ KENNETH W. FREEMAN                   Chief Executive Officer (principal executive
- --------------------------------------------------------  officer)
                   Kenneth W. Freeman

                 /s/ SURYA N. MOHAPATRA                   President and Director
- --------------------------------------------------------
                   Surya N. Mohapatra

                 /s/ ROBERT A. HAGEMANN                   Vice President and Director
- --------------------------------------------------------
                   Robert A. Hagemann



                                       II-9
   55


                                   SIGNATURES



     Pursuant to the requirements of the Securities Act of 1933, as amended, we
certify that we have reasonable grounds to believe that we meet all of the
requirements for filing on Form S-3 and have duly caused this amendment no. 4 to
the registration statement to be signed on our behalf by the undersigned,
thereunto duly authorized, in The City of New York, State of New York, on May
23, 2001.



                                          QUEST DIAGNOSTICS INCORPORATED (MI)



                                          By: /s/  KENNETH W. FREEMAN

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

                                              Kenneth W. Freeman, Chief
                                              Executive Officer



     Pursuant to the requirements of the Securities Act of 1933, as amended,
this amendment no. 4 to the registration statement has been signed by the
following persons in the capacities indicated on May 23, 2001.



     Each individual whose signature appears below constitutes and appoints
Michael E. Prevoznik and Leo Farrenkopf, Jr., and each of them singly, his or
her true and lawful attorneys-in-fact and agents with full power of
substitution, for him or her and in his or her name, place and stead, in any and
all capacities, to sign this registration statement and any and all amendments
thereto, including post-effective amendments, and to file the same, with all
exhibits thereto, any related registration filed pursuant to Rule 462(b) under
the Securities Act of 1933, as amended, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all the said
attorneys-in-fact and agents or any of them or their or his or her substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.





                       SIGNATURE                                             TITLE
                       ---------                                             -----
                                                       
                 /s/ KENNETH W. FREEMAN                   Chief Executive Officer
- --------------------------------------------------------  (principal executive officer)
                   Kenneth W. Freeman

                 /s/ SURYA N. MOHAPATRA                   President and Director
- --------------------------------------------------------
                   Surya N. Mohapatra

                 /s/ ROBERT A. HAGEMANN                   Vice President and Director
- --------------------------------------------------------
                   Robert A. Hagemann



                                      II-10
   56


                                   SIGNATURES



     Pursuant to the requirements of the Securities Act of 1933, as amended, we
certify that we have reasonable grounds to believe that we meet all of the
requirements for filing on Form S-3 and have duly caused this amendment no. 4 to
the registration statement to be signed on our behalf by the undersigned,
thereunto duly authorized, in The City of New York, State of New York, on May
23, 2001.



                                          QUEST DIAGNOSTICS INCORPORATED (CT)



                                          By: /s/  KENNETH W. FREEMAN

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

                                              Kenneth W. Freeman, Chief
                                              Executive Officer



     Pursuant to the requirements of the Securities Act of 1933, as amended,
this amendment no. 4 to the registration statement has been signed by the
following persons in the capacities indicated on May 23, 2001.



     Each individual whose signature appears below constitutes and appoints
Michael E. Prevoznik and Leo Farrenkopf, Jr., and each of them singly, his or
her true and lawful attorneys-in-fact and agents with full power of
substitution, for him or her and in his or her name, place and stead, in any and
all capacities, to sign this registration statement and any and all amendments
thereto, including post-effective amendments, and to file the same, with all
exhibits thereto, any related registration filed pursuant to Rule 462(b) under
the Securities Act of 1933, as amended, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all the said
attorneys-in-fact and agents or any of them or their or his or her substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.





                       SIGNATURE                                             TITLE
                       ---------                                             -----
                                                       
                 /s/ KENNETH W. FREEMAN                   Chief Executive Officer
- --------------------------------------------------------  (principal executive officer)
                   Kenneth W. Freeman

                 /s/ SURYA N. MOHAPATRA                   President and Director
- --------------------------------------------------------
                   Surya N. Mohapatra

                 /s/ ROBERT A. HAGEMANN                   Vice President and Director
- --------------------------------------------------------
                   Robert A. Hagemann



                                      II-11
   57


                                   SIGNATURES



     Pursuant to the requirements of the Securities Act of 1933, as amended, we
certify that we have reasonable grounds to believe that we meet all of the
requirements for filing on Form S-3 and have duly caused this amendment no. 4 to
the registration statement to be signed on our behalf by the undersigned,
thereunto duly authorized, in The City of New York, State of New York, on May
23, 2001.



                                          QUEST DIAGNOSTICS INCORPORATED (MA)



                                          By: /s/  KENNETH W. FREEMAN

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

                                              Kenneth W. Freeman, Chief
                                              Executive Officer



     Pursuant to the requirements of the Securities Act of 1933, as amended,
this amendment no. 4 to the registration statement has been signed by the
following persons in the capacities indicated on May 23, 2001.



     Each individual whose signature appears below constitutes and appoints
Michael E. Prevoznik and Leo Farrenkopf, Jr., and each of them singly, his or
her true and lawful attorneys-in-fact and agents with full power of
substitution, for him or her and in his or her name, place and stead, in any and
all capacities, to sign this registration statement and any and all amendments
thereto, including post-effective amendments, and to file the same, with all
exhibits thereto, any related registration filed pursuant to Rule 462(b) under
the Securities Act of 1933, as amended, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all the said
attorneys-in-fact and agents or any of them or their or his or her substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.





                       SIGNATURE                                             TITLE
                       ---------                                             -----
                                                       
                 /s/ KENNETH W. FREEMAN                   Chief Executive Officer
- --------------------------------------------------------  (principal executive officer)
                   Kenneth W. Freeman

                 /s/ SURYA N. MOHAPATRA                   President and Director
- --------------------------------------------------------
                   Surya N. Mohapatra

                 /s/ ROBERT A. HAGEMANN                   Vice President and Director
- --------------------------------------------------------
                   Robert A. Hagemann



                                      II-12
   58


                                   SIGNATURES



     Pursuant to the requirements of the Securities Act of 1933, as amended, we
certify that we have reasonable grounds to believe that we meet all of the
requirements for filing on Form S-3 and have duly caused this amendment no. 4 to
the registration statement to be signed on our behalf by the undersigned,
thereunto duly authorized, in The City of New York, State of New York, on May
23, 2001.



                                          QUEST DIAGNOSTICS OF


                                          PENNSYLVANIA INC.



                                          By: /s/  KENNETH W. FREEMAN

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

                                              Kenneth W. Freeman, Chief
                                              Executive Officer



     Pursuant to the requirements of the Securities Act of 1933, as amended,
this amendment no. 4 to the registration statement has been signed by the
following persons in the capacities indicated on May 23, 2001.



     Each individual whose signature appears below constitutes and appoints
Michael E. Prevoznik and Leo Farrenkopf, Jr., and each of them singly, his or
her true and lawful attorneys-in-fact and agents with full power of
substitution, for him or her and in his or her name, place and stead, in any and
all capacities, to sign this registration statement and any and all amendments
thereto, including post-effective amendments, and to file the same, with all
exhibits thereto, any related registration filed pursuant to Rule 462(b) under
the Securities Act of 1933, as amended, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all the said
attorneys-in-fact and agents or any of them or their or his or her substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.





                       SIGNATURE                                             TITLE
                       ---------                                             -----
                                                       
                 /s/ KENNETH W. FREEMAN                   Chief Executive Officer
- --------------------------------------------------------  (principal executive officer)
                   Kenneth W. Freeman

                 /s/ SURYA N. MOHAPATRA                   President and Director
- --------------------------------------------------------
                   Surya N. Mohapatra

                 /s/ ROBERT A. HAGEMANN                   Vice President and Director
- --------------------------------------------------------
                   Robert A. Hagemann



                                      II-13
   59


                                   SIGNATURES



     Pursuant to the requirements of the Securities Act of 1933, as amended, we
certify that we have reasonable grounds to believe that we meet all of the
requirements for filing on Form S-3 and have duly caused this amendment no. 4 to
the registration statement to be signed on our behalf by the undersigned,
thereunto duly authorized, in The City of New York, State of New York, on May
23, 2001.



                                          QUEST DIAGNOSTICS INCORPORATED (OH)



                                          By: /s/  KENNETH W. FREEMAN

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

                                              Kenneth W. Freeman, Chief
                                              Executive Officer



     Pursuant to the requirements of the Securities Act of 1933, as amended,
this amendment no. 4 to the registration statement has been signed by the
following persons in the capacities indicated on May 23, 2001.



     Each individual whose signature appears below constitutes and appoints
Michael E. Prevoznik and Leo Farrenkopf, Jr., and each of them singly, his or
her true and lawful attorneys-in-fact and agents with full power of
substitution, for him or her and in his or her name, place and stead, in any and
all capacities, to sign this registration statement and any and all amendments
thereto, including post-effective amendments, and to file the same, with all
exhibits thereto, any related registration filed pursuant to Rule 462(b) under
the Securities Act of 1933, as amended, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all the said
attorneys-in-fact and agents or any of them or their or his or her substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.





                       SIGNATURE                                             TITLE
                       ---------                                             -----
                                                       
                 /s/ KENNETH W. FREEMAN                   Chief Executive Officer
- --------------------------------------------------------  (principal executive officer)
                   Kenneth W. Freeman

                 /s/ SURYA N. MOHAPATRA                   President and Director
- --------------------------------------------------------
                   Surya N. Mohapatra

                 /s/ ROBERT A. HAGEMANN                   Vice President and Director
- --------------------------------------------------------
                   Robert A. Hagemann



                                      II-14
   60


                                   SIGNATURES



     Pursuant to the requirements of the Securities Act of 1933, as amended, we
certify that we have reasonable grounds to believe that we meet all of the
requirements for filing on Form S-3 and have duly caused this amendment no. 4 to
the registration statement to be signed on our behalf by the undersigned,
thereunto duly authorized, in The City of New York, State of New York, on May
23, 2001.



                                          METWEST INC.



                                          By: /s/  KENNETH W. FREEMAN

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

                                              Kenneth W. Freeman, Chief
                                              Executive Officer



     Pursuant to the requirements of the Securities Act of 1933, as amended,
this amendment no. 4 to the registration statement has been signed by the
following persons in the capacities indicated on May 23, 2001.



     Each individual whose signature appears below constitutes and appoints
Michael E. Prevoznik and Leo Farrenkopf, Jr., and each of them singly, his or
her true and lawful attorneys-in-fact and agents with full power of
substitution, for him or her and in his or her name, place and stead, in any and
all capacities, to sign this registration statement and any and all amendments
thereto, including post-effective amendments, and to file the same, with all
exhibits thereto, any related registration filed pursuant to Rule 462(b) under
the Securities Act of 1933, as amended, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all the said
attorneys-in-fact and agents or any of them or their or his or her substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.





                       SIGNATURE                                             TITLE
                       ---------                                             -----
                                                       
                 /s/ KENNETH W. FREEMAN                   Chief Executive Officer
- --------------------------------------------------------  (principal executive officer)
                   Kenneth W. Freeman

                 /s/ SURYA N. MOHAPATRA                   President and Director
- --------------------------------------------------------
                   Surya N. Mohapatra

                 /s/ ROBERT A. HAGEMANN                   Vice President and Director
- --------------------------------------------------------
                   Robert A. Hagemann



                                      II-15
   61


                                   SIGNATURES



     Pursuant to the requirements of the Securities Act of 1933, as amended, we
certify that we have reasonable grounds to believe that we meet all of the
requirements for filing on Form S-3 and have duly caused this amendment no. 4 to
the registration statement to be signed on our behalf by the undersigned,
thereunto duly authorized, in The City of New York, State of New York, on May
23, 2001.



                                          NICHOLS INSTITUTE DIAGNOSTICS



                                          By: /s/  KENNETH W. FREEMAN

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

                                              Kenneth W. Freeman, Chief
                                              Executive Officer



     Pursuant to the requirements of the Securities Act of 1933, as amended,
this amendment no. 4 to the registration statement has been signed by the
following persons in the capacities indicated on May 23, 2001.



     Each individual whose signature appears below constitutes and appoints
Michael E. Prevoznik and Leo Farrenkopf, Jr., and each of them singly, his or
her true and lawful attorneys-in-fact and agents with full power of
substitution, for him or her and in his or her name, place and stead, in any and
all capacities, to sign this registration statement and any and all amendments
thereto, including post-effective amendments, and to file the same, with all
exhibits thereto, any related registration filed pursuant to Rule 462(b) under
the Securities Act of 1933, as amended, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all the said
attorneys-in-fact and agents or any of them or their or his or her substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.





                       SIGNATURE                                             TITLE
                       ---------                                             -----
                                                       
                 /s/ KENNETH W. FREEMAN                   Chief Executive Officer
- --------------------------------------------------------  (principal executive officer)
                   Kenneth W. Freeman

                 /s/ SURYA N. MOHAPATRA                   President and Director
- --------------------------------------------------------
                   Surya N. Mohapatra

                 /s/ ROBERT A. HAGEMANN                   Vice President and Director
- --------------------------------------------------------
                   Robert A. Hagemann



                                      II-16
   62


                                   SIGNATURES



     Pursuant to the requirements of the Securities Act of 1933, as amended, we
certify that we have reasonable grounds to believe that we meet all of the
requirements for filing on Form S-3 and have duly caused this amendment no. 4 to
the registration statement to be signed on our behalf by the undersigned,
thereunto duly authorized, in The City of New York, State of New York, on May
23, 2001.



                                          DPD HOLDINGS, INC.



                                          By: /s/  KENNETH W. FREEMAN

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

                                              Kenneth W. Freeman, Chief
                                              Executive Officer



     Pursuant to the requirements of the Securities Act of 1933, as amended,
this amendment no. 4 to the registration statement has been signed by the
following persons in the capacities indicated on May 23, 2001.



     Each individual whose signature appears below constitutes and appoints
Michael E. Prevoznik and Leo Farrenkopf, Jr., and each of them singly, his or
her true and lawful attorneys-in-fact and agents with full power of
substitution, for him or her and in his or her name, place and stead, in any and
all capacities, to sign this registration statement and any and all amendments
thereto, including post-effective amendments, and to file the same, with all
exhibits thereto, any related registration filed pursuant to Rule 462(b) under
the Securities Act of 1933, as amended, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all the said
attorneys-in-fact and agents or any of them or their or his or her substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.





                       SIGNATURE                                             TITLE
                       ---------                                             -----
                                                       
                 /s/ KENNETH W. FREEMAN                   Chief Executive Officer
- --------------------------------------------------------  (principal executive officer)
                   Kenneth W. Freeman

                 /s/ SURYA N. MOHAPATRA                   President and Director
- --------------------------------------------------------
                   Surya N. Mohapatra

                 /s/ ROBERT A. HAGEMANN                   Vice President and Director
- --------------------------------------------------------
                   Robert A. Hagemann



                                      II-17
   63


                                   SIGNATURES



     Pursuant to the requirements of the Securities Act of 1933, as amended, we
certify that we have reasonable grounds to believe that we meet all of the
requirements for filing on Form S-3 and have duly caused this amendment no. 4 to
the registration statement to be signed on our behalf by the undersigned,
thereunto duly authorized, in The City of New York, State of New York, on May
23, 2001.



                                          DIAGNOSTICS REFERENCE SERVICES INC.



                                          By: /s/  KENNETH W. FREEMAN

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

                                              Kenneth W. Freeman, Chief
                                              Executive Officer



     Pursuant to the requirements of the Securities Act of 1933, as amended,
this amendment no. 4 to the registration statement has been signed by the
following persons in the capacities indicated on May 23, 2001.



     Each individual whose signature appears below constitutes and appoints
Michael E. Prevoznik and Leo Farrenkopf, Jr., and each of them singly, his or
her true and lawful attorneys-in-fact and agents with full power of
substitution, for him or her and in his or her name, place and stead, in any and
all capacities, to sign this registration statement and any and all amendments
thereto, including post-effective amendments, and to file the same, with all
exhibits thereto, any related registration filed pursuant to Rule 462(b) under
the Securities Act of 1933, as amended, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all the said
attorneys-in-fact and agents or any of them or their or his or her substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.





                       SIGNATURE                                             TITLE
                       ---------                                             -----
                                                       
                 /s/ KENNETH W. FREEMAN                   Chief Executive Officer
- --------------------------------------------------------  (principal executive officer)
                   Kenneth W. Freeman

                 /s/ SURYA N. MOHAPATRA                   President and Director
- --------------------------------------------------------
                   Surya N. Mohapatra

                 /s/ ROBERT A. HAGEMANN                   Vice President and Director
- --------------------------------------------------------
                   Robert A. Hagemann



                                      II-18
   64


                                   SIGNATURES



     Pursuant to the requirements of the Securities Act of 1933, as amended, we
certify that we have reasonable grounds to believe that we meet all of the
requirements for filing on Form S-3 and have duly caused this amendment no. 4 to
the registration statement to be signed on our behalf by the undersigned,
thereunto duly authorized, in The City of New York, State of New York, on May
23, 2001.



                                          LABORATORY HOLDINGS INCORPORATED



                                          By: /s/  KENNETH W. FREEMAN



                                            ------------------------------------
                                            Kenneth W. Freeman, Chief Executive
                                                           Officer



     Pursuant to the requirements of the Securities Act of 1933, as amended,
this amendment no. 4 to the registration statement has been signed by the
following persons in the capacities indicated on May 23, 2001.



     Each individual whose signature appears below constitutes and appoints
Michael E. Prevoznik and Leo Farrenkopf, Jr., and each of them singly, his or
her true and lawful attorneys-in-fact and agents with full power of
substitution, for him or her and in his or her name, place and stead, in any and
all capacities, to sign this registration statement and any and all amendments
thereto, including post-effective amendments, and to file the same, with all
exhibits thereto, any related registration filed pursuant to Rule 462(b) under
the Securities Act of 1933, as amended, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all the said
attorneys-in-fact and agents or any of them or their or his or her substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.





                       SIGNATURE                                             TITLE
                       ---------                                             -----
                                                       
                 /s/ KENNETH W. FREEMAN                   Chief Executive Officer
- --------------------------------------------------------  (principal executive officer)
                   Kenneth W. Freeman

                 /s/ SURYA N. MOHAPATRA                   President and Director
- --------------------------------------------------------
                   Surya N. Mohapatra

                 /s/ ROBERT A. HAGEMANN                   Vice President and Director
- --------------------------------------------------------
                   Robert A. Hagemann



                                      II-19
   65


                                   SIGNATURES



     Pursuant to the requirements of the Securities Act of 1933, as amended, we
certify that we have reasonable grounds to believe that we meet all of the
requirements for filing on Form S-3 and have duly caused this amendment no. 4 to
the registration statement to be signed on our behalf by the undersigned,
thereunto duly authorized, in The City of New York, State of New York, on May
23, 2001.



                                          PATHOLOGY BUILDING PARTNERSHIP
                                          By: Quest Diagnostics Incorporated
                                          (MD),


                                              General Partner



                                          By: /s/ KENNETH W. FREEMAN

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

                                              Name: Kenneth W. Freeman


                                              Title:  Chief Executive Officer



     Pursuant to the requirements of the Securities Act of 1933, as amended,
this amendment no. 4 to the registration statement has been signed by the
following persons in the capacities indicated on May 23, 2001.



     Each individual whose signature appears below constitutes and appoints
Michael E. Prevoznik and Leo Farrenkopf, Jr., and each of them singly, his or
her true and lawful attorneys-in-fact and agents with full power of
substitution, for him or her and in his or her name, place and stead, in any and
all capacities, to sign this registration statement and any and all amendments
thereto, including post-effective amendments, and to file the same, with all
exhibits thereto, any related registration filed pursuant to Rule 462(b) under
the Securities Act of 1933, as amended, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all the said
attorneys-in-fact and agents or any of them or their or his or her substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.





SIGNATURE                                                                    TITLE
- ---------                                                                    -----
                                                       
     /s/                         KENNETH W. FREEMAN       Chief Executive Officer of Quest Diagnostics
- --------------------------------------------------------    Incorporated (MD)
                   Kenneth W. Freeman

                 /s/ SURYA N. MOHAPATRA                   President and Director of Quest Diagnostics
- --------------------------------------------------------    Incorporated (MD)
                   Surya N. Mohapatra

                 /s/ ROBERT A. HAGEMANN                   Vice President and Director of Quest
- --------------------------------------------------------    Diagnostics Incorporated (MD)
                   Robert A. Hagemann



                                      II-20
   66


                                   SIGNATURES



     Pursuant to the requirements of the Securities Act of 1933, as amended, we
certify that we have reasonable grounds to believe that we meet all of the
requirements for filing on Form S-3 and have duly caused this amendment no. 4 to
the registration statement to be signed on our behalf by the undersigned,
thereunto duly authorized, in The City of New York, State of New York, on May
23, 2001.



                                          QUEST DIAGNOSTICS INVESTMENTS
                                          INCORPORATED



                                          By: /s/  PETER C. FULWEILER

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

                                              Peter C. Fulweiler, President



     Pursuant to the requirements of the Securities Act of 1933, as amended,
this amendment no. 4 to the registration statement has been signed by the
following persons in the capacities indicated on May 23, 2001.



     Each individual whose signature appears below constitutes and appoints
Michael E. Prevoznik and Leo Farrenkopf, Jr., and each of them singly, his or
her true and lawful attorneys-in-fact and agents with full power of
substitution, for him or her and in his or her name, place and stead, in any and
all capacities, to sign this registration statement and any and all amendments
thereto, including post-effective amendments, and to file the same, with all
exhibits thereto, any related registration filed pursuant to Rule 462(b) under
the Securities Act of 1933, as amended, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all the said
attorneys-in-fact and agents or any of them or their or his or her substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.





                       SIGNATURE                                             TITLE
                       ---------                                             -----
                                                       
                 /s/ PETER C. FULWEILER                   President and Director
- --------------------------------------------------------  (principal executive officer)
                   Peter C. Fulweiler

                 /s/ LOUIS HEIDELBERGER                   Director
- --------------------------------------------------------
                   Louis Heidelberger

                  /s/ ROBERT S. GALEN                     Director
- --------------------------------------------------------
                    Robert S. Galen



                                      II-21
   67


                                   SIGNATURES



     Pursuant to the requirements of the Securities Act of 1933, as amended, we
certify that we have reasonable grounds to believe that we meet all of the
requirements for filing on Form S-3 and have duly caused this amendment no. 4 to
the registration statement to be signed on our behalf by the undersigned,
thereunto duly authorized, in The City of New York, State of New York, on May
23, 2001.



                                          QUEST DIAGNOSTICS FINANCE INCORPORATED



                                          By: /s/  PETER C. FULWEILER

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

                                              Peter C. Fulweiler, President



     Pursuant to the requirements of the Securities Act of 1933, as amended,
this amendment no. 4 to the registration statement has been signed by the
following persons in the capacities indicated on May 23, 2001.



     Each individual whose signature appears below constitutes and appoints
Michael E. Prevoznik and Leo Farrenkopf, Jr., and each of them singly, his or
her true and lawful attorneys-in-fact and agents with full power of
substitution, for him or her and in his or her name, place and stead, in any and
all capacities, to sign this registration statement and any and all amendments
thereto, including post-effective amendments, and to file the same, with all
exhibits thereto, any related registration filed pursuant to Rule 462(b) under
the Securities Act of 1933, as amended, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all the said
attorneys-in-fact and agents or any of them or their or his or her substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.





                       SIGNATURE                                             TITLE
                       ---------                                             -----
                                                       
                 /s/ PETER C. FULWEILER                   President and Director
- --------------------------------------------------------  (principal executive officer)
                   Peter C. Fulweiler

                 /s/ LOUIS HEIDELBERGER                   Director
- --------------------------------------------------------
                   Louis Heidelberger

                  /s/ ROBERT S. GALEN                     Director
- --------------------------------------------------------
                    Robert S. Galen



                                      II-22
   68

                                 EXHIBIT INDEX




EXHIBIT
NUMBER                        DESCRIPTION OF EXHIBIT
- -------                       ----------------------
        
   *1.1    Form of Underwriting Agreement for Common Stock.
   *1.2    Form of Underwriting Agreement for Debt Securities.
   *1.3    Form of Underwriting Agreement for Preferred Stock.
    3.1    Certificate of Incorporation of Quest Diagnostics
           Incorporated (filed as an exhibit to our registration
           statement on Form 10 (File No. 1-12215) and incorporated
           herein by reference).
    3.2    Amendment to Certificate of Incorporation of Quest
           Diagnostics Incorporated (filed as an exhibit to our proxy
           statement on Schedule 14A dated April 12, 2000 and
           incorporated herein by reference).
    3.3    Amended and Restated By-Laws of Quest Diagnostics
           Incorporated (filed as an exhibit to our 2000 annual report
           on Form 10-K and incorporated herein by reference).
    4.1    Form of Rights Agreement dated December 31, 1996 (the
           "Rights Agreement") between our company and Harris Trust and
           Savings Bank as Rights Agent (filed as an Exhibit to our
           registration statement on Form 10 (File No. 1-12215) and
           incorporated herein by reference).
    4.2    Form of Amendment No. 1 effective as of July 1, 1999 to the
           Rights Agreement (filed as an exhibit to our current report
           on Form 8-K dated August 16, 1999 and incorporated herein by
           reference).
    4.3    Form of Amendment No. 2 to the Rights Agreement (filed as an
           exhibit to our 1999 annual report on Form 10-K and
           incorporated herein by reference).
    4.4    Form of Senior Indenture.
    4.5    Form of Subordinated Indenture.
    4.6    Form of Debt Security (included in the Senior Indenture and
           the Subordinated Indenture).
   *4.7    Form of Certificate of Designations.
   *4.8    Form of Depositary Agreement.
   *4.9    Form of Depositary Receipt (included in the Depositary
           Agreement).
   4.10    Form of Amendment No. 3 to the Rights Agreement (filed as an
           exhibit to our 2000 annual report on Form 10-K and
           incorporated herein by reference).
    5.1    Opinion of Shearman & Sterling.
   *8.1    Opinion of Shearman & Sterling as to tax matters.
 **12.1    Computation of Ratio of Earnings to Fixed Charges and
           Earnings to Combined Fixed Charges and Preferred Stock
           Dividends.
   23.1    Consents of Shearman & Sterling (included in Exhibit 5.1 and
           Exhibit 8.1).
   23.2    Consent of PricewaterhouseCoopers LLP, as independent
           accountants for Quest Diagnostics Incorporated.
   23.3    Consent of PricewaterhouseCoopers LLP, as independent
           accountants for SmithKline Beecham Clinical Laboratories,
           Inc. and Certain Related Affiliates.
***24.1    Powers of Attorney (included on signature page).
 **25.1    Form T-1 Statement of Eligibility of the Senior Indenture
           Trustee.
 **25.2    Form T-1 Statement of Eligibility of the Subordinated
           Indenture Trustee.



- ---------------
*   To be filed by current report on Form 8-K.

**  Previously filed.


***Powers of Attorney for Quest Diagnostics was previously filed.

EX-4.4

   1

                                                                     Exhibit 4.4

================================================================================

                         QUEST DIAGNOSTICS INCORPORATED,

                                    as Issuer

                     THE SUBSIDIARY GUARANTORS NAMED HEREIN,

                                  as Guarantors

                                       and

                              THE BANK OF NEW YORK,

                                   as Trustee

                                    Indenture

                            Dated as of _____________

                           Providing for the Issuance

                                       of

                             Senior Debt Securities

================================================================================
   2

                         QUEST DIAGNOSTICS INCORPORATED
           Reconciliation and tie between Trust Indenture Act of 1939
                    and Indenture, dated as of _____________

TRUST INDENTURE ACT SECTION                                 INDENTURE SECTION
- ---------------------------                                 -----------------
Section 310(a)(1).....................................             607
              (a)(2)..................................             607
              (b).....................................             608
Section 312(c)........................................             701
Section 314(a)........................................             703
              (a)(4)..................................            1005
              (c)(1)..................................             102
              (c)(2)..................................             102
              (e).....................................             102
Section 315(b)........................................             601
Section 316(a) (last sentence)........................    101 ("Outstanding")
              (a)(1)(A)...............................          502, 512
              (a)(1)(B)...............................             513
              (b).....................................             508
Section 317(a)(1).....................................             503
              (a)(2)..................................             504
Section 318(a)........................................             111
              (c).....................................             111

- ----------
NOTE: This reconciliation and tie shall not, for any purpose, be deemed to be a
part of the Indenture.

   3

                                TABLE OF CONTENTS

                                   ARTICLE ONE

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 101 Definitions......................................................1
SECTION 102 Compliance Certificates and Opinions............................10
SECTION 103 Form of Documents Delivered to Trustee..........................11
SECTION 104 Acts of Holders.................................................11
SECTION 105 Notices, Etc., to Trustee and Company...........................13
SECTION 106 Notice to Holders; Waiver.......................................13
SECTION 107 Effect of Headings and Table of Contents........................14
SECTION 108 Successors and Assigns..........................................14
SECTION 109 Separability Clause.............................................14
SECTION 110 Benefits of Indenture...........................................15
SECTION 111 Governing Law...................................................15
SECTION 112 Legal Holidays..................................................15
SECTION 113 Conflict of Any Provision of Indenture with Trust
              Indenture Act ................................................15
SECTION 114 No Recourse against Others......................................15
SECTION 115 Waiver of Trial by Jury.........................................16

                                   ARTICLE TWO

                                SECURITIES FORMS

SECTION 201 Forms of Securities.............................................16
SECTION 202 Form of Trustee's Certificate of Authentication.................17
SECTION 203 Securities Issuable in Global Form..............................17
SECTION 204 Form of Legend for Book-Entry Securities........................18

                                  ARTICLE THREE

                                 THE SECURITIES

SECTION 301 Amount Unlimited; Issuable in Series............................18
SECTION 302 Denominations...................................................22
SECTION 303 Execution, Authentication, Delivery and Dating..................23
SECTION 304 Temporary Securities............................................25
SECTION 305 Registration, Registration of Transfer and Exchange.............27
SECTION 306 Mutilated, Destroyed, Lost and Stolen Securities................30
SECTION 307 Payment of Interest; Interest Rights Preserved; Optional
              Interest Reset ...............................................31
SECTION 308 Optional Extension of Maturity..................................34


                                        i
   4

SECTION 309 Persons Deemed Owners...........................................35
SECTION 310 Cancellation....................................................36
SECTION 311 Computation of Interest.........................................36
SECTION 312 Currency and Manner of Payments in Respect of Securities........36
SECTION 313 Appointment and Resignation of Successor Exchange Rate Agent....40
SECTION 314 CUSIP Numbers...................................................41

                                  ARTICLE FOUR

                           SATISFACTION AND DISCHARGE

SECTION 401 Satisfaction and Discharge of Indenture.........................41
SECTION 402 Application of Trust Funds......................................42

                                  ARTICLE FIVE

                                    REMEDIES

SECTION 501 Events of Default...............................................43
SECTION 502 Acceleration of Maturity; Rescission and Annulment..............44
SECTION 503 Collection of Indebtedness and Suits for Enforcement
            by Trustee .....................................................45
SECTION 504 Trustee May File Proofs of Claim................................46
SECTION 505 Trustee May Enforce Claims Without Possession of Securities
              or Coupons ...................................................47
SECTION 506 Application of Money Collected..................................47
SECTION 507 Limitation on Suits.............................................47
SECTION 508 Unconditional Right of Holders to Receive Principal, Premium
              and Interest and Additional Amounts, if Any...................48
SECTION 509 Restoration of Rights and Remedies..............................48
SECTION 510 Rights and Remedies Cumulative..................................48
SECTION 511 Delay or Omission Not Waiver....................................49
SECTION 512 Control by Holders of Securities................................49
SECTION 513 Undertaking for Costs...........................................49
SECTION 514 Waiver of Past Defaults.........................................49
SECTION 515 Waiver of Usury, Stay or Extension Laws.........................50

                                   ARTICLE SIX

                                   THE TRUSTEE

SECTION 601 Notice of Defaults..............................................50
SECTION 602 Certain Rights of Trustee.......................................50
SECTION 603 Not Responsible for Recitals or Issuance of Securities..........52
SECTION 604 May Hold Securities.............................................53
SECTION 605 Money Held in Trust.............................................53


                                       ii
   5

SECTION 606 Compensation and Reimbursement..................................53
SECTION 607 Corporate Trustee Required; Eligibility.........................54
SECTION 608 Resignation and Removal; Appointment of Successor...............54
SECTION 609 Acceptance of Appointment by Successor..........................55
SECTION 610 Merger, Conversion, Consolidation or Succession to Business.....56
SECTION 611 Appointment of Authenticating Agent.............................57
SECTION 612 Conflicting Interests...........................................58
SECTION 613 Appointment of Co-Trustee.......................................58
SECTION 614 Trustee's Application for Instructions from the Company.........59

                                  ARTICLE SEVEN

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 701 Disclosure of Names and Addresses of Holders....................60
SECTION 702 Reports by Trustee..............................................61
SECTION 703 Reports by Company and Subsidiary Guarantors....................61
SECTION 704 Calculation of Original Issue Discount..........................62

                                  ARTICLE EIGHT

                  CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER

SECTION 801 Company May Consolidate, Etc., Only on Certain Terms............62
SECTION 802 Successor Person Substituted....................................62
SECTION 803 Officers' Certificate and Opinion of Counsel....................63

                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES

SECTION 901 Supplemental Indentures Without Consent of Holders..............63
SECTION 902 Supplemental Indentures with Consent of Holders.................65
SECTION 903 Execution of Supplemental Indentures............................66
SECTION 904 Effect of Supplemental Indentures...............................67
SECTION 905 Conformity with Trust Indenture Act.............................67
SECTION 906 Reference in Securities to Supplemental Indentures..............67

                                   ARTICLE TEN

                                    COVENANTS

SECTION 1001 Payment of Principal, Premium, if any, and Interest............67
SECTION 1002 Maintenance of Office or Agency................................68


                                       iii
   6

SECTION 1003 Money for Securities Payments to be Held in Trust..............69
SECTION 1004 Corporate Existence............................................70
SECTION 1005 Additional Amounts.............................................70
SECTION 1006 Statement as to Compliance.....................................71
SECTION 1007 Waiver of Certain Covenants....................................72

                                 ARTICLE ELEVEN

                            REDEMPTION OF SECURITIES

SECTION 1101 Applicability of Article.......................................72
SECTION 1102 Election to Redeem; Notice to Trustee..........................72
SECTION 1103 Selection by Trustee of Securities to be Redeemed..............72
SECTION 1104 Notice of Redemption...........................................73
SECTION 1105 Deposit of Redemption Price....................................74
SECTION 1106 Securities Payable on Redemption Date..........................74
SECTION 1107 Securities Redeemed in Part....................................75

                                 ARTICLE TWELVE

                                  SINKING FUNDS

SECTION 1201 Applicability of Article.......................................76
SECTION 1202 Satisfaction of Sinking Fund Payments with Securities..........76
SECTION 1203 Redemption of Securities for Sinking Fund......................76

                                ARTICLE THIRTEEN

                       REPAYMENT AT THE OPTION OF HOLDERS

SECTION 1301 Applicability of Article.......................................77
SECTION 1302 Repayment of Securities........................................77
SECTION 1303 Exercise of Option.............................................77
SECTION 1304 When Securities Presented for Repayment Become Due
               and Payable .................................................78
SECTION 1305 Securities Repaid in Part......................................79

                                ARTICLE FOURTEEN

                       DEFEASANCE AND COVENANT DEFEASANCE

SECTION 1401 Applicability of Article; Company's Option to Effect
               Defeasance or Covenant Defeasance............................79
SECTION 1402 Defeasance and Discharge.......................................79
SECTION 1403 Covenant Defeasance............................................80
SECTION 1404 Conditions to Defeasance or Covenant Defeasance................80


                                       iv
   7

SECTION 1405 Deposited Money and Government Obligations to Be Held in
               Trust; Other Miscellaneous Provisions........................82

                                 ARTICLE FIFTEEN

                        MEETINGS OF HOLDERS OF SECURITIES

SECTION 1501 Purposes for Which Meetings May Be Called......................83
SECTION 1502 Call, Notice and Place of Meetings.............................83
SECTION 1503 Persons Entitled to Vote at Meetings...........................83
SECTION 1504 Quorum; Action.................................................84
SECTION 1505 Determination of Voting Rights; Conduct and Adjournment
               of Meetings .................................................85
SECTION 1506 Counting Votes and Recording Action of Meetings................86

                                 ARTICLE SIXTEEN

                                   GUARANTEES

SECTION 1601 Guarantees.....................................................86
SECTION 1602 Execution and Delivery of Guarantees...........................87
SECTION 1603 Limitation of Guarantor's Liability............................88

EXHIBIT A - FORMS OF CERTIFICATES


                                        v
   8

            INDENTURE, dated as of ______________, between QUEST DIAGNOSTICS
INCORPORATED, a Delaware corporation (hereinafter called the "Company"), having
its principal office at One Malcolm Avenue, Teterboro, New Jersey 07608, each of
the Subsidiary Guarantors (as hereinafter defined) and THE BANK OF NEW YORK, a
New York banking corporation, as Trustee (hereinafter called the "Trustee").

                RECITALS OF THE COMPANY AND SUBSIDIARY GUARANTORS

            WHEREAS, the Company deems it necessary to issue from time to time
for its lawful purposes senior debt securities (hereinafter called the
"Securities") evidencing its unsecured and unsubordinated indebtedness, which
may or may not be convertible into or exchangeable for any securities of any
Person (including the Company) and which may or may not be guaranteed by the
Subsidiary Guarantors, and has duly authorized the execution and delivery of
this Indenture to provide for the issuance from time to time of the Securities,
to be issued in one or more series, unlimited as to principal amount, to bear
such rates of interest, to mature at such times and to have such other
provisions as provided in this Indenture;

            WHEREAS, this Indenture is subject to the provisions of the Trust
Indenture Act of 1939, as amended, that are required to be part of this
Indenture and shall, to the extent applicable, be governed by such provisions;
and

            WHEREAS, all things necessary to make this Indenture a valid
agreement of the Company and each Subsidiary Guarantor, in accordance with its
terms, have been done;

            NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                   ARTICLE ONE

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

            SECTION 101 Definitions.

            For all purposes of this Indenture, except as otherwise expressly
provided or unless the context otherwise requires or unless such definition is
changed or amended in a supplement or amendment to this Indenture:

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

            (2) all other terms used herein which are defined in the TIA, either
      directly or by reference therein, have the meanings assigned to them
      therein, and the terms "cash transaction" and "self-liquidating paper", as
      used in TIA Section 311, shall have the meanings assigned to them in the
      rules of the Commission adopted under the TIA;

   9

            (3) all accounting terms not otherwise defined herein have the
      meanings assigned to them in accordance with accounting principles
      generally accepted in the United States; and

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

            Certain terms, used principally in Article Three, Article Five and
Article Six are defined in those Articles.

            "Act", when used with respect to any Holder, has the meaning
specified in Section 104.

            "Additional Amounts" means any additional amounts which are required
by a Security or by or pursuant to a Board Resolution, under circumstances
specified therein, to be paid by the Company in respect of certain taxes imposed
on certain Holders and which are owing to such Holders.

            "Affiliate" of any specified Person means any other Person directly
or indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For 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.

            "Authenticating Agent" means any authenticating agent appointed by
the Trustee pursuant to Section 611.

            "Authorized Newspaper" means a newspaper, in the English language or
in an official language of the country of publication, customarily published on
each Business Day, whether or not published on Saturdays, Sundays or holidays,
and of general circulation in each place in connection with which the term is
used or in the financial community of each such place. Where successive
publications are required to be made in Authorized Newspapers, the successive
publications may be made in the same or in different newspapers in the same city
meeting the foregoing requirements and in each case on any Business Day.

            "Bearer Security" means any Security established pursuant to Section
201 which is payable to bearer.

            "Board of Directors" means the board of directors of the Company or
any Subsidiary Guarantor, as the case may be, or the executive committee or any
committee of that board duly authorized to act hereunder.

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


                                       2
   10

            "Business Day", when used with respect to any Place of Payment or
any other particular location referred to in this Indenture or in the
Securities, means, unless otherwise specified with respect to any Securities
pursuant to Section 301, each Monday, Tuesday, Wednesday, Thursday and Friday
which is not a day on which banking institutions in that Place of Payment or
particular location are authorized or obligated by law or executive order to
close.

            "Clearstream" means Clearstream Banking societe anonyme or its
successor.

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

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

            "Company" shall mean such successor corporation.

            "Company Request" and "Company Order" mean, respectively, a written
request or order signed in the name of the Company by the Chairman, the
President or a Vice President, and by the Treasurer, an Assistant Treasurer, the
Comptroller or an Assistant Comptroller, the Secretary or an Assistant
Secretary, of the Company, and delivered to the Trustee.

            "Conversion Date" has the meaning specified in Section 312(d).

            "Conversion Event" means the cessation of use of (i) a Foreign
Currency both by the government of the country which issued such currency and
for the settlement of transactions by a central bank or other public
institutions of or within the international banking community, (ii) the euro for
the settlement of transactions by public institutions of or within the European
Communities or (iii) any currency unit (or composite currency) other than the
euro for the purposes for which the euro was established.

            "Corporate Trust Office" means the office of the Trustee at which,
at any particular time, its corporate trust business shall be principally
administered, which office at the date hereof is located at 101 Barclay Street,
New York, New York 10286, Attn: Corporate Trust - Trustee Administration.

            "Corporation" includes corporations, associations, limited liability
companies, companies and business trusts.

            "Coupon" means any interest coupon appertaining to a Bearer
Security.

            "Currency" means any currency or currencies, composite currency or
currency unit or currency units, including, without limitation, the euro, issued
by the government of one or more countries or by any reorganized confederation
or association of such governments.


                                       3
   11

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

            "Defaulted Interest" has the meaning specified in Section 307.

            "Depository Participant" means, with respect to the Depositary Trust
Company (the "Depository") or its nominee, an institution that has an account
therewith.

            "Dollar" or "$" means a dollar or other equivalent unit in such coin
or currency of the United States of America as at the time shall be legal tender
for the payment of public and private debts.

            "Election Date" has the meaning specified in Section 312(h).

            "Euroclear" means Morgan Guaranty Trust Company of New York,
Brussels Office, or its successor as operator of the Euroclear System.

            "European Communities" means the European Union, the European Coal
and Steel Community and the European Atomic Energy Community.

            "Event of Default" has the meaning specified in Article Five.

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

            "Exchange Rate Agent", with respect to Securities of or within any
series, means, unless otherwise specified with respect to any Securities
pursuant to Section 301, a New York Clearing House bank designated pursuant to
Section 301 or Section 313.

            "Exchange Rate Officer's Certificate" means a certificate setting
forth (i) the applicable Market Exchange Rate or the applicable bid quotation
and (ii) the Dollar or Foreign Currency amounts of principal (and premium, if
any) and interest, if any (on an aggregate basis and on the basis of a Security
having the lowest denomination principal amount determined in accordance with
Section 302 in the relevant currency or currency unit), payable with respect to
a Security of any series on the basis of such Market Exchange Rate or the
applicable bid quotation signed by the Treasurer, any Vice President or any
Assistant Treasurer of the Company.

            "Foreign Currency" means any Currency, including, without
limitation, the euro, issued by the government of one or more countries other
than the United States of America or by any recognized confederation or
association of such governments.

            "Government Obligations" means securities which are (i) direct
obligations of the United States of America or the government which issued the
Foreign Currency in which the Securities of a particular series are payable, for
the payment of which its full faith and credit is pledged or (ii) obligations of
a Person controlled or supervised by and acting as an agency or instrumentality
of the United States of America or such government which issued the Foreign
Currency in which the Securities of such series are payable, the payment of
which is unconditionally guaranteed as a full faith and credit obligation by the
United States of America or such other government, which, in either case, are
not callable or redeemable at the option of


                                       4
   12

the issuer thereof, and shall also include a depository receipt issued by a bank
or trust company as custodian with respect to any such Government Obligation or
a specific payment of interest on or principal of any such Government Obligation
held by such custodian for the account of the holder of a depository receipt;
provided that (except as required by law) such custodian is not authorized to
make any deduction from the amount payable to the holder of such depository
receipt from any amount received by the custodian in respect of the Government
Obligation or the specific payment of interest on or principal of the Government
Obligation evidenced by such depository receipt.

            "Holder" means, in the case of a Registered Security, the Person in
whose name a Security is registered in the Security Register and, in the case of
a Bearer Security, the bearer thereof and, when used with respect to any coupon,
shall mean the bearer thereof.

            "Indenture" means this instrument as originally executed or as it
may from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof,
and shall include the terms of particular series of Securities established as
contemplated by Section 301; provided, however, that, if at any time more than
one Person is acting as Trustee under this instrument, "Indenture" shall mean,
with respect to any one or more series of Securities for which such Person is
Trustee, this instrument as originally executed or as it may from time to time
be supplemented or amended by one or more indentures supplemental hereto entered
into pursuant to the applicable provisions hereof and shall include the terms of
the or those particular series of Securities for which such Person is Trustee
established as contemplated by Section 301, exclusive, however, of any
provisions or terms which relate solely to other series of Securities for which
such Person is not Trustee, regardless of when such terms or provisions were
adopted, and exclusive of any provisions or terms adopted by means of one or
more indentures supplemental hereto executed and delivered after such Person had
become such Trustee but to which such Person, as such Trustee, was not a party.

            "Indexed Security" means a Security as to which all or certain
interest payments and/or the principal amount payable at Maturity are determined
by reference to prices, changes in prices, or differences between prices, of
securities, Currencies, intangibles, goods, articles or commodities or by such
other objective price, economic or other measures as are specified in Section
301 hereof.

            "Interest", when used with respect to an Original Issue Discount
Security which by its terms bears interest only after Maturity, shall mean
interest payable after Maturity, and, when used with respect to a Security which
provides for the payment of Additional Amounts pursuant to Section 1004 or
otherwise, includes such Additional Amounts.

            "Interest Payment Date", when used with respect to any Security,
means the Stated Maturity of an installment of interest on such Security.

            "Market Exchange Rate" means, unless otherwise specified with
respect to any Securities pursuant to Section 301, (i) for any conversion
involving a currency unit on the one hand and Dollars or any Foreign Currency on
the other, the exchange rate between the relevant currency unit and Dollars or
such Foreign Currency calculated by the method specified pursuant


                                       5
   13

to Section 301 for the Securities of the relevant series, (ii) for any
conversion of Dollars into any Foreign Currency, the noon buying rate for such
Foreign Currency for cable transfers quoted in New York City as certified for
customs purposes by the Federal Reserve Bank of New York and (iii) for any
conversion of one Foreign Currency into Dollars or another Foreign Currency, the
spot rate at noon local time in the relevant market at which, in accordance with
normal banking procedures, the Dollars or Foreign Currency into which conversion
is being made could be purchased with the Foreign Currency from which conversion
is being made from major banks located in either New York City, London or any
other principal market for Dollars or such purchased Foreign Currency, in each
case determined by the Exchange Rate Agent. Unless otherwise specified with
respect to any Securities pursuant to Section 301, in the event of the
unavailability of any of the exchange rates provided for in the foregoing
clauses (i), (ii) and (iii), the Exchange Rate Agent shall use, in its sole
discretion and without liability on its part, such quotation of the Federal
Reserve Bank of New York as of the most recent available date, or quotations
from one or more major banks in New York City, London or other principal market
for such currency or currency unit in question, or such other quotations as the
Exchange Rate Agent shall deem appropriate. Unless otherwise specified by the
Exchange Rate Agent, if there is more than one market for dealing in any
currency or currency unit by reason of foreign exchange regulations or
otherwise, the market to be used in respect of such currency or currency unit
shall be that upon which a nonresident issuer of securities designated in such
currency or currency unit would purchase such currency or currency unit in order
to make payments in respect of such securities.

            "Maturity", when used with respect to any Security, means the date
on which the principal of such Security or an installment of principal becomes
due and payable as therein or herein provided, whether at the Stated Maturity or
by declaration of acceleration, notice of redemption, notice of option to elect
repayment, notice of exchange or conversion or otherwise.

            "Officers' Certificate" means a certificate signed by the Chairman,
the President or any Vice President and by the Treasurer, an Assistant
Treasurer, the Comptroller or an Assistant Comptroller, the Secretary or an
Assistant Secretary of the Company or any Subsidiary Guarantor, as the case may
be, and delivered to the Trustee.

            "Opinion of Counsel" means a written opinion of counsel, who may be
counsel for the Company or any Subsidiary Guarantor or who may be an employee of
or other counsel for the Company or any Subsidiary Guarantor satisfactory to the
Trustee.

            "Original Issue Discount Security" means any Security which provides
for an amount less than the principal amount thereof to be due and payable upon
a declaration of acceleration of the Maturity thereof pursuant to Section 502.

            "Outstanding", when used with respect to Securities or any series of
any Securities, means, as of the date of determination, all Securities or all
Securities of such series, as the case may be, theretofore authenticated and
delivered under this Indenture, except:

            (A) Securities theretofore cancelled by the Trustee or delivered to
      the Trustee for cancellation;


                                       6
   14

            (B) Securities, or portions thereof, for whose payment or redemption
      or repayment at the option of the Holder money in the necessary amount has
      been theretofore deposited with the Trustee or any Paying Agent (other
      than the Company or any Subsidiary Guarantor) in trust or set aside and
      segregated in trust by the Company or a Subsidiary Guarantor (if the
      Company or such Subsidiary Guarantor shall act as Paying Agent) for the
      Holders of such Securities and any coupons appertaining thereto, provided
      that, if such Securities are to be redeemed, notice of such redemption has
      been duly given pursuant to this Indenture or provision therefor
      satisfactory to the Trustee has been made;

            (C) Securities, except to the extent provided in Sections 1402 and
      1403, with respect to which the Company has effected defeasance and/or
      covenant defeasance as provided in Article Fourteen; and

            (D) Securities which have been paid pursuant to Section 306 or in
      exchange for or in lieu of which other Securities have been authenticated
      and delivered pursuant to this Indenture, other than any such Securities
      in respect of which there shall have been presented to the Trustee proof
      satisfactory to it that such Securities are held by a bona fide purchaser
      in whose hands such Securities are valid obligations of the Company;

provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder or are present at
a meeting of Holders for quorum purposes, and for the purpose of making the
calculations required by TIA Section 313, (i) the principal amount of an
Original Issue Discount Security that may be counted in making such
determination or calculation and that shall be deemed to be Outstanding for such
purpose shall be equal to the amount of principal thereof that would be (or
shall have been declared to be) due and payable, at the time of such
determination, upon a declaration of acceleration of the Maturity thereof
pursuant to Section 502, (ii) the principal amount of any Security denominated
in a Foreign Currency that may be counted in making such determination or
calculation and that shall be deemed Outstanding for such purpose shall be equal
to the Dollar equivalent, determined as of the date such Security is originally
issued by the Company as set forth in an Exchange Rate Officer's Certificate
delivered to the Trustee, of the principal amount (or, in the case of an
Original Issue Discount Security or Indexed Security, the Dollar equivalent as
of such date of original issuance of the amount determined as provided in clause
(i) above or (iii) below, respectively) of such Security, (iii) the principal
amount of any Indexed Security that may be counted in making such determination
or calculation and that shall be deemed outstanding for such purpose shall be
equal to the principal face amount of such Indexed Security at original
issuance, unless otherwise provided with respect to such Security pursuant to
Section 301, and (iv) Securities owned by the Company or any other obligor upon
the Securities or any Affiliate of the Company or of such other obligor shall be
disregarded and deemed not to be Outstanding, except that, in determining
whether the Trustee shall be protected in making such calculation or in relying
upon any such request, demand, authorization, direction, notice, consent or
waiver, only Securities which the Trustee actually knows to be so owned shall be
so disregarded. Securities so owned which have been pledged in good faith may be
regarded as Outstanding if the pledgee establishes to the satisfaction of the
Trustee the pledgee's right so to act with respect to such Securities and that
the pledgee is not the Company or any other obligor upon the Securities or any
Affiliate of the Company or of such other obligor.


                                       7
   15

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

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

            "Place of Payment", when used with respect to the Securities of or
within any series, means the place or places where the principal of (and
premium, if any) and interest, if any, on such Securities are payable as
specified and as contemplated by Sections 301 and 1002.

            "Predecessor Security" of any particular Security means every
previous Security evidencing all or a portion of the same debt as that evidenced
by such particular Security; and, for the purposes of this definition, any
Security authenticated and delivered under Section 306 in exchange for or in
lieu of a mutilated, destroyed, lost or stolen Security or a Security to which a
mutilated, destroyed, lost or stolen coupon appertains shall be deemed to
evidence the same debt as the mutilated, destroyed, lost or stolen Security or
the Security to which the mutilated, destroyed, lost or stolen coupon
appertains.

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

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

            "Registered Security" shall mean any Security which is registered in
the Security Register.

            "Regular Record Date" for the interest payable on any Interest
Payment Date on the Registered Securities of or within any series means the date
specified for that purpose as contemplated by Section 301, whether or not a
Business Day.

            "Repayment Date" means, when used with respect to any Security to be
repaid at the option of the Holder, the date fixed for such repayment by or
pursuant to this Indenture.

            "Repayment Price" means, when used with respect to any Security to
be repaid at the option of the Holder, the price at which it is to be repaid by
or pursuant to this Indenture.

            "Responsible Officer" shall mean, when used with respect to the
Trustee, any officer within the corporate trust department of the Trustee,
including any vice president, assistant vice president, assistant secretary,
assistant treasurer, trust officer or any other officer of the Trustee who
customarily performs functions similar to those performed by the Persons who at
the time shall be such officers, respectively, or to whom any corporate trust
matter is referred because of such person's knowledge of and familiarity with
the particular subject and who shall have direct responsibility for the
administration of this Indenture.


                                       8
   16

            "Security" or "Securities" has the meaning stated in the first
recital of this Indenture and, more particularly, means any Security or
Securities authenticated and delivered under this Indenture; provided, however,
that, if at any time there is more than one Person acting as Trustee under this
Indenture, "Securities" with respect to the Indenture as to which such Person is
Trustee shall have the meaning stated in the first recital of this Indenture and
shall more particularly mean Securities authenticated and delivered under this
Indenture, exclusive, however, of Securities of any series as to which such
Person is not Trustee. Where applicable, references in this Indenture to
"Security" or "Securities" in respect of which Subsidiary Guarantees have been
issued and are Outstanding will include such Subsidiary Guarantees.

            "Security Register" and "Security Registrar" have the respective
meanings specified in Section 305.

            "Special Record Date" for the payment of any Defaulted Interest on
the Registered Securities of or within any series means a date fixed by the
Trustee pursuant to Section 307.

            "Stated Maturity", when used with respect to any Security or any
installment of principal thereof or interest thereon, means the date specified
in such Security or a coupon representing such installment of interest as the
fixed date on which the principal of such Security or such installment of
principal or interest is due and payable, as such date may be extended pursuant
to the provisions of Section 308.

            "Subsidiary" means any corporation a majority of the outstanding
voting stock of which is owned, directly or indirectly, by the Company or by one
or more other Subsidiaries of the Company. For the purposes of this definition,
"voting stock" means stock having voting power for the election of directors,
managers or trustees of any Person (whether or not, at the time, stock of any
other class or classes shall have, or might have, voting power by reason of the
happening of any contingency).

            "Subsidiary Guarantees" means, with respect to the Securities of any
series, the guarantees with respect to the Securities of such Series by a
Subsidiary Guarantor pursuant to Article Thirteen hereof or a supplemental
indenture thereto.

            "Subsidiary Guarantor" means, with respect to the Securities of any
series, Quest Diagnostics Holdings Incorporated, Quest Diagnostics Clinical
Laboratories, Inc., Quest Diagnostics Incorporated (CA), Quest Diagnostics
Incorporated (MD), Quest Diagnostics LLC, Quest Diagnostics Incorporated (MI),
Quest Diagnostics Incorporated (CT), Quest Diagnostics Incorporated (MA), Quest
Diagnostics of Pennsylvania Inc., Quest Diagnostics Incorporated (OH), Metwest
Inc., Nichols Institute Diagnostics, DPD Holdings, Inc., Diagnostics Reference
Services Inc., Laboratory Holdings Incorporated, Quest Diagnostics Finance
Incorporated, Quest Diagnostics Investments Incorporated, Pathology Building
Partnership and any other Subsidiary of the Company that provides a Subsidiary
Guarantee with respect to the Securities of such series pursuant to a
supplemental indenture thereto.

            "Trust Indenture Act" or "TIA" means the Trust Indenture Act of 1939
as in force at the date as of which this Indenture was executed, except as
provided in Section 905.


                                       9
   17

            "Trustee" means the Person named as the "Trustee" in the first
paragraph of this Indenture until a successor Trustee shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Trustee" shall mean or include each Person who is then a Trustee hereunder;
provided, however, that if at any time there is more than one such Person,
"Trustee" as used with respect to the Securities of any series shall mean only
the Trustee with respect to Securities of that series.

            "United States" means, unless otherwise specified with respect to
any Securities pursuant to Section 301, the United States of America (including
the states and the District of Columbia), its territories, its possessions and
other areas subject to its jurisdiction.

            "United States Person" means, unless otherwise specified with
respect to any Securities pursuant to Section 301, an individual who is a
citizen or resident of the United States, a corporation, partnership or other
entity created or organized in or under the laws of the United States or an
estate or trust the income of which is subject to United States federal income
taxation regardless of its source.

            "Valuation Date" has the meaning specified in Section 312(c).

            "Yield to Maturity" means the yield to maturity, computed at the
time of issuance of a Security (or, if applicable, at the most recent
redetermination of interest on such Security) and as set forth in such Security
in accordance with generally accepted United States bond yield computation
principles.

            SECTION 102 Compliance Certificates and Opinions.

            Upon any application or request by the Company or any Subsidiary
Guarantor to the Trustee to take any action under any provision of this
Indenture, the Company or such Subsidiary Guarantor, as the case may be, shall
furnish to the Trustee an Officers' Certificate stating that all conditions
precedent, if any, provided for in this Indenture relating to the proposed
action have been complied with and an Opinion of Counsel stating that in the
opinion of such counsel all such conditions precedent, if any, have been
complied with, except that in the case of any such application or request as to
which the furnishing of such documents is specifically required by any provision
of this Indenture relating to such particular application or request, no
additional certificate or opinion need be furnished.

            Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (other than pursuant to
Section 1005) shall include:

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

            (2) 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;


                                       10
   18

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

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

            SECTION 103 Form of Documents Delivered to Trustee.

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

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

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

            SECTION 104 Acts of Holders.

            (a) Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Indenture to be given or taken by
Holders of the Outstanding Securities of all series or one or more series, as
the case may be, may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed (which may be electronically signed) by such
Holders in person or by agents duly appointed in writing. If Securities of a
series are issuable as Bearer Securities, any request, demand, authorization,
direction, notice, consent, waiver or other action provided by this Indenture to
be given or taken by Holders of Securities of such series may, alternatively, be
embodied in and evidenced by the record of Holders of Securities of such series
voting in favor thereof, either in person or by proxies duly appointed in
writing, at any meeting of Holders of Securities of such series duly called and
held in accordance with the provisions of Article Fifteen, or a combination of
such instruments and any such record. Except as herein otherwise expressly
provided, such action shall become effective when such instrument or instruments
or record or both are delivered to the


                                       11
   19

Trustee and, where it is hereby expressly required, to the Company or the
Subsidiary Guarantors or to all of them. Such instrument or instruments and any
such record (and the action embodied therein and evidenced thereby) are herein
sometimes referred to as the "Act" of the Holders signing such instrument or
instruments or so voting at any such meeting. Proof of execution of any such
instrument or of a writing appointing any such agent, or of the holding by any
Person of a Security, shall be sufficient for any purpose of this Indenture and
conclusive in favor of the Trustee and the Company and any agent of the Trustee
or the Company, if made in the manner provided in this Section. The record of
any meeting of Holders of Securities shall be proved in the manner provided in
Section 1506.

            (b) The fact and date of the execution of any such instrument or
writing, or the authority of the Person executing the same, may be proved in any
manner which the Trustee deems reasonably sufficient.

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

            (d) The ownership of Bearer Securities may be proved by the
production of such Bearer Securities or by a certificate executed, as
depositary, by any trust company, bank, banker or other depositary, wherever
situated, if such certificate shall be deemed by the Trustee to be satisfactory,
showing that at the date therein mentioned such Person had on deposit with such
depositary, or exhibited to it, the Bearer Securities therein described; or such
facts may be proved by the certificate or affidavit of the Person holding such
Bearer Securities, if such certificate or affidavit is deemed by the Trustee to
be satisfactory. The Trustee, the Company and the Subsidiary Guarantors may
assume that such ownership of any Bearer Security continues until (1) another
certificate or affidavit bearing a later date issued in respect of the same
Bearer Security is produced, or (2) such Bearer Security is produced to the
Trustee by some other Person, or (3) such Bearer Security is surrendered in
exchange for a Registered Security, or (4) such Bearer Security is no longer
Outstanding. The ownership of Bearer Securities may also be proved in any other
manner that the Trustee deems sufficient.

            (e) If the Company or any Subsidiary Guarantor shall solicit from
the Holders of Registered Securities any request, demand, authorization,
direction, notice, consent, waiver or other Act, the Company or such Subsidiary
Guarantor, as the case may be, may, at its option, in or pursuant to a Board
Resolution, 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 or such Subsidiary Guarantor, as
the case may be, 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 Board Resolution, which shall be a date not earlier than the date 30 days
prior to the first solicitation of Holders generally in connection therewith 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 Outstanding Securities have authorized or agreed or consented to
such request, demand, authorization, direction, notice, consent, waiver or other
Act, and for that purpose the Outstanding Securities shall be computed as of
such record date; provided that no such


                                       12
   20

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 180 days after the record date.

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

            SECTION 105 Notices, Etc., to Trustee and Company.

            Any request, demand, authorization, direction, notice, consent,
waiver or Act of Holders or other document provided or permitted by this
Indenture to be made upon, given or furnished to, or filed with, (1) the Trustee
by any Holder or by the Company or any Subsidiary Guarantor shall be sufficient
for every purpose hereunder if made, given, furnished or filed in writing to or
with the Trustee at its Corporate Trust Office, Attention: Corporate Trust
Administration, or at any other address previously furnished in writing by the
Trustee to the Holders or the Company or such Subsidiary Guarantor or (2) the
Company or any Subsidiary Guarantor by the Trustee or by any Holder shall be
sufficient for every purpose hereunder (unless otherwise herein expressly
provided) if in writing and mailed, given, furnished or filed with or to the
Company or such Subsidiary Guarantor addressed to it at the address of the
Company's principal office specified in the first paragraph of this Indenture or
at any other address previously furnished in writing to the Trustee by the
Company or such Subsidiary Guarantor.

            SECTION 106 Notice to Holders; Waiver.

            Where this Indenture provides for notice of any event to Holders of
Registered Securities by the Company, the Subsidiary Guarantors or the Trustee,
such notice shall be sufficiently given (unless otherwise herein expressly
provided) if in writing and mailed, first-class postage prepaid, or by email, to
each such Holder affected by such event, at his physical address or email
address as such address appears in the Security Register, not later than the
latest date, and not earlier than the earliest date, prescribed for the giving
of such notice. In any case where notice to Holders of Registered Securities is
given by mail, neither the failure to mail such notice, nor any defect in any
notice so mailed, to any particular Holder shall affect the sufficiency of such
notice with respect to other Holders of Registered Securities or the sufficiency
of any notice to Holders of Bearer Securities given as provided herein. Any
notice mailed to a Holder in the manner herein prescribed shall be conclusively
deemed to have been received by such Holder, whether or not such Holder actually
receives such notice.

            If by reason of the suspension of or irregularities in regular mail
service or by reason of any other cause it shall be impracticable to give such
notice by mail, then such notification to Holders of Registered Securities as
shall be made with the approval of the Trustee shall constitute a sufficient
notification to such Holders for every purpose hereunder.


                                       13
   21

            Except as otherwise expressly provided herein or otherwise specified
with respect to any Securities pursuant to Section 301, where this Indenture
provides for notice to Holders of Bearer Securities of any event, such notice
shall be sufficiently given if published in (1)an Authorized Newspaper in The
City of New York and in such other city or cities as may be specified in such
Securities on a Business Day, or (2) an electronic medium easily accessible by
the Holders as may be specified to such Holders, such publication to be not
later than the latest date, and not earlier than the earliest date, prescribed
for the giving of such notice. Any such notice shall be deemed to have been
given on the date of such publication or, if published more than once, on the
date of the first such publication.

            If by reason of the suspension of publication of any Authorized
Newspaper or Authorized Newspapers or by reason of any other cause it shall be
impracticable to publish any notice to Holders of Bearer Securities as provided
above, then such notification to Holders of Bearer Securities as shall be given
with the approval of the Trustee shall constitute sufficient notice to such
Holders for every purpose hereunder. Neither the failure to give notice by
publication to Holders of Bearer Securities as provided above, nor any defect in
any notice so published, shall affect the sufficiency of such notice with
respect to other Holders of Bearer Securities or the sufficiency of any notice
to Holders of Registered Securities given as provided herein.

            Any request, demand, authorization, direction, notice, consent or
waiver required or permitted under this Indenture shall be in the English
language, except that any published notice may be in an official language of the
country of publication.

            Where this Indenture provides for notice in any manner, such notice
may be waived in writing by the Person entitled to receive such notice, either
before or after the event, and such waiver shall be the equivalent of such
notice. Waivers of notice by Holders shall be filed with the Trustee, but such
filing shall not be a condition precedent to the validity of any action taken in
reliance upon such waiver.

            SECTION 107 Effect of Headings and Table of Contents.

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

            SECTION 108 Successors and Assigns.

            All covenants and agreements in this Indenture by the Company or any
Subsidiary Guarantor shall bind its successors and assigns, whether so expressed
or not.

            SECTION 109 Separability Clause.

            In case any provision in this Indenture or in any Security, any
Subsidiary Guarantee or coupon 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.


                                       14
   22

            SECTION 110 Benefits of Indenture.

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

            SECTION 111 Governing Law.

            This Indenture, the Securities, the Subsidiary Guarantees and
coupons shall be governed by and construed in accordance with the laws of the
State of New York, without regard to principles of conflicts of laws. This
Indenture is subject to the provisions of the Trust Indenture Act that are
required to be part of this Indenture and shall, to the extent applicable, be
governed by such provisions.

            SECTION 112 Legal Holidays.

            In any case where any Interest Payment Date, Redemption Date,
Repayment Date, sinking fund payment date, Stated Maturity or Maturity of any
Security shall not be a Business Day at any Place of Payment, then
(notwithstanding any other provision of this Indenture or any Security or coupon
other than a provision in the Securities of any series which specifically states
that such provision shall apply in lieu of this Section), payment of principal
(or premium, if any) or interest, if any, need not be made at such Place of
Payment on such date, but may be made on the next succeeding Business Day at
such Place of Payment with the same force and effect as if made on the Interest
Payment Date, Redemption Date, Repayment Date or sinking fund payment date, or
at the Stated Maturity or Maturity; provided that no interest shall accrue on
the amount so payable for the period from and after such Interest Payment Date,
Redemption Date, Repayment Date, sinking fund payment date, Stated Maturity or
Maturity, as the case may be.

            SECTION 113 Conflict of Any Provision of Indenture with Trust
Indenture Act.

            If and to the extent that any provision of this Indenture limits,
qualifies or conflicts with the duties imposed by TIA Sections 310 to 318,
inclusive, or conflicts with any provision (an "incorporated provision")
required by or deemed to be included in this Indenture by operation of such TIA
Sections or any section of the TIA, such imposed duties or incorporated
provisions shall control. If any provision of this Indenture modifies or
excludes any provision of the TIA that may be so modified or excluded, the
latter provision shall be deemed to apply to this Indenture as so modified or
excluded, as the case may be.

            SECTION 114 No Recourse against Others.

            A director, officer, employee or stockholder, as such, of the
Company or any Subsidiary Guarantor shall not have any liability for any
obligations of the Company or such Subsidiary Guarantor under the Securities,
the Subsidiary Guarantees, if any, or this Indenture or for any claim based on,
in respect of or by reason of such obligations or their creation. Each Holder by
accepting any of the Securities and the Subsidiary Guarantees waives and
releases all such liability.


                                       15
   23

            SECTION 115 Waiver of Trial by Jury.

            The Company, the Subsidiary Guarantors, the Trustee, and Holders
hereby irrevocably and unconditionally waive the right to trial by jury in
connection with any claim arising out of or relating to the Securities and under
this Indenture.

                                   ARTICLE TWO

                                SECURITIES FORMS

            SECTION 201 Forms of Securities.

            The Registered Securities, if any, of each series, the Bearer
Securities, if any, of each series and related coupons shall be in substantially
the forms as shall be established in one or more indentures supplemental hereto
or approved from time to time by or pursuant to a Board Resolution in accordance
with Section 301, shall have such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this
Indenture or any indenture supplemental hereto, and may have such letters,
numbers or other marks of identification or designation and such legends or
endorsements placed thereon as the Company or the Subsidiary Guarantors, as the
case may be, may deem appropriate and as are not inconsistent with the
provisions of this Indenture, or as may be required to comply with any law or
with any rule or regulation made pursuant thereto or with any rule or regulation
of any stock exchange on which the Securities may be listed, or to conform to
usage.

            Unless otherwise specified as contemplated by Section 301, Bearer
Securities shall have interest coupons attached.

            The definitive Securities and coupons shall be printed, lithographed
or engraved or produced by any combination of these methods on a steel engraved
border or steel engraved borders or may be produced in any other manner, all as
determined by the officers executing such Securities or coupons, as evidenced by
their execution of such Securities or coupons.


                                       16
   24

            SECTION 202 Form of Trustee's Certificate of Authentication.

            Subject to Section 611, the Trustee's certificate of authentication
shall be in substantially the following form:

            This is one of the Securities of the series designated herein and
referred to in the within-mentioned Indenture.

                        THE BANK OF NEW YORK
                        as Trustee


                        By___________________________
                        Authorized Signatory

            SECTION 203 Securities Issuable in Global Form.

            If Securities of or within a series are issuable in global form, as
specified as contemplated by Section 301, then, notwithstanding clause (8) of
Section 301 and the provisions of Section 302, any such Security shall represent
such of the Outstanding Securities of such series as shall be specified therein
and may provide that it shall represent the aggregate amount of Outstanding
Securities of such series from time to time endorsed thereon and that the
aggregate amount of Outstanding Securities of such series represented thereby
may from time to time be increased or decreased to reflect exchanges. Any
endorsement of a Security in global form to reflect the amount, or any increase
or decrease in the amount, of Outstanding Securities represented thereby shall
be made by the Trustee in such manner and upon instructions given by such Person
or Persons as shall be specified therein or in the Company Order to be delivered
to the Trustee pursuant to Section 303 or 304. Subject to the provisions of
Section 303 and, if applicable, Section 304, the Trustee shall deliver and
redeliver any Security in permanent global form in the manner and upon
instructions given by the Person or Persons specified therein or in the
applicable Company Order. If a Company Order pursuant to Section 303 or 304 has
been, or simultaneously is, delivered, any instructions by the Company with
respect to endorsement, delivery or redelivery of a Security in global form
shall be in writing but need not comply with Section 102 and need not be
accompanied by an Opinion of Counsel.

            The provisions of the last sentence of Section 303 shall apply to
any Security represented by a Security in global form if such Security was never
issued and sold by the Company and the Company delivers to the Trustee the
Security in global form together with written instructions (which need not
comply with Section 102 and need not be accompanied by an Opinion of Counsel)
with regard to the reduction in the principal amount of Securities represented
thereby, together with the written statement contemplated by the last sentence
of Section 303.

            Notwithstanding the provisions of Section 307, unless otherwise
specified as contemplated by Section 301, payment of principal of (and premium,
if any) and interest, if any, on any Security in permanent global form shall be
made to the Person or Persons specified therein.


                                       17
   25

            Notwithstanding the provisions of Section 309 and except as provided
in the preceding paragraph, the Company, the Subsidiary Guarantors, the Trustee
and any agent of the Company, the Subsidiary Guarantors and the Trustee shall
treat as the Holder of such principal amount of Outstanding Securities
represented by a permanent global Security (i) in the case of a permanent global
Security in registered form, the Holder of such permanent global Security in
registered form, or (ii) in the case of a permanent global Security in bearer
form, Euroclear or Clearstream.

            SECTION 204 Form of Legend for Book-Entry Securities.

            Any Global Security authenticated and delivered hereunder shall bear
a legend (which would be in addition to any other legends required in the case
of a restricted Security) in substantially the following form:

            THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE
      INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A
      DEPOSITORY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN
      WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS
      SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON
      OTHER THAN SUCH DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED
      CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

            UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
      OF THE DEPOSITARY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR
      REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND SUCH CERTIFICATE ISSUED
      IN EXCHANGE FOR THIS CERTIFICATE IS REGISTERED IN THE NAME OF CEDE & CO.,
      OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
      DEPOSITORY, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
      OTHERWISE BY OR TO ANY PERSON IS WRONGFUL, SINCE THE REGISTERED OWNER
      HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

                                  ARTICLE THREE

                                 THE SECURITIES

            SECTION 301 Amount Unlimited; Issuable in Series.

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

            The Securities shall rank equally and pari passu and may be issued
in one or more series. There shall be established in one or more Board
Resolutions or pursuant to authority granted by one or more Board Resolutions
and, subject to Section 303, set forth, or determined in the manner provided, in
an Officers' Certificate, or established in one or more indentures supplemental
hereto, prior to the issuance of Securities of any series, any or all of the
following,


                                       18
   26

as applicable (each of which (except for the matters set forth in clauses (1),
(2) and (15) below), if so provided, may be determined from time to time by the
Company with respect to unissued Securities of the series when issued from time
to time):

            (1) the title of the Securities of the series (which shall
      distinguish the Securities of such series from all other series of
      Securities);

            (2) any limit upon the aggregate principal amount of the Securities
      of the series that may be authenticated and delivered under this Indenture
      (except for Securities authenticated and delivered upon registration of
      transfer of, or in exchange for, or in lieu of, other Securities of the
      series pursuant to Section 304, 305, 306, 906, 1107 or 1305) and whether
      any series may be reopened for additional Securities of that series; in
      the event that such series of Securities may be reopened from time to time
      for issuances of additional Securities of such series, the terms thereof
      shall indicate whether any such additional Securities shall have the same
      terms as the prior Securities of such series or whether the Company may
      establish additional or different terms with respect to such additional
      Securities;

            (3) the date or dates, or the method by which such date or dates
      will be determined or extended, on which the principal (and premium, if
      any,) of the Securities of the series shall be payable;

            (4) the rate or rates at which the Securities of the series shall
      bear interest, if any, or the method by which such rate or rates shall be
      determined, the date or dates from which such interest shall accrue or the
      method by which such date or dates shall be determined, the Interest
      Payment Dates on which such interest will be payable and the Regular
      Record Date, if any, for the interest payable on any Registered Security
      on any Interest Payment Date, or the method by which such date shall be
      determined, and the basis upon which such interest shall be calculated if
      other than that of a 360-day year of twelve 30-day months;

            (5) the place or places, if any, other than or in addition to the
      Borough of Manhattan, The City of New York, where the principal of (and
      premium, if any) and interest, if any, on Securities of the series shall
      be payable, any Registered Securities of the series may be surrendered for
      registration of transfer and exchange, Securities of the series may be
      surrendered for exchange, where Securities of that series that are
      convertible or exchangeable may be surrendered for conversion or exchange,
      as applicable, and where notices or demands to or upon the Company or, if
      applicable, the Subsidiary Guarantors in respect of the Securities of the
      series and this Indenture may be served;

            (6) the period or periods within which, or the date or dates on
      which, the price or prices at which, the Currency or Currencies in which,
      and other terms and conditions upon which Securities of the series may be
      redeemed, in whole or in part, at the option of the Company, if the
      Company is to have the option;


                                       19
   27

            (7) the obligation, if any, of the Company to redeem, repay or
      purchase Securities of the series pursuant to any sinking fund or
      analogous provision or at the option of a Holder thereof, and the period
      or periods within which or the date or dates on which, the price or prices
      at which, the Currency or Currencies in which, and other terms and
      conditions upon which Securities of the series shall be redeemed, repaid
      or purchased, in whole or in part, pursuant to such obligation;

            (8) if other than denominations of $1,000 and any integral multiple
      thereof, the denomination or denominations in which any Registered
      Securities of the series shall be issuable and, if other than
      denominations of $5,000, the denomination or denominations in which any
      Bearer Securities of the series shall be issuable;

            (9) if other than the Trustee, the identity of each Security
      Registrar and/or Paying Agent;

            (10) if other than the principal amount thereof, the portion of the
      principal amount of Securities of the series that shall be payable upon
      declaration of acceleration of the Maturity thereof pursuant to Section
      502 or the method by which such portion shall be determined;

            (11) if other than Dollars, the Currency or Currencies in which
      payment of the principal of (or premium, if any) or interest, if any, on
      the Securities of the series shall be made or in which the Securities of
      the series shall be denominated and the particular provisions applicable
      thereto in accordance with, in addition to or in lieu of any of the
      provisions of Section 312;

            (12) whether the amount of payments of principal of (or premium, if
      any) or interest, if any, on the Securities of the series may be
      determined with reference to an index, formula or other method (which
      index, formula or method may be based, without limitation, on one or more
      Currencies, commodities, equity indices or other indices), and the manner
      in which such amounts shall be determined;

            (13) whether the principal of (or premium, if any) or interest, if
      any, on the Securities of the series are to be payable, at the election of
      the Company or a Holder thereof, in one or more Currencies other than that
      in which such Securities are denominated or stated to be payable, the
      period or periods within which (including the Election Date), and the
      terms and conditions upon which, such election may be made, and the time
      and manner of determining the exchange rate between the Currency or
      Currencies in which such Securities are denominated or stated to be
      payable and the Currency or Currencies in which such Securities are to be
      paid, in each case in accordance with, in addition to or in lieu of any of
      the provisions of Section 312;

            (14) provisions, if any, granting special rights to the Holders of
      Securities of the series upon the occurrence of such events as may be
      specified;

            (15) any deletions from, modifications of or additions to the Events
      of Default or covenants or other provisions (including any deletions from,
      modifications of or additions to any of the provisions of Section 1007) of
      the Company with respect to


                                       20
   28

      Securities of the series, whether or not such Events of Default or
      covenants or other provisions are consistent with the Events of Default or
      covenants or other provisions set forth herein;

            (16) whether Securities of the series are to be issuable as
      Registered Securities, Bearer Securities or both, any restrictions
      applicable to the offer, sale or delivery of Bearer Securities and the
      terms upon which Bearer Securities of the series may be exchanged for
      Registered Securities of the series and vice versa (if permitted by
      applicable laws and regulations), whether any Securities of the series are
      to be issuable initially in temporary global form and whether any
      Securities of the series are to be issuable in permanent global form with
      or without coupons and, if so, whether beneficial owners of interests in
      any such permanent global Security may exchange such interests for
      Securities of such series in certificated form and of like tenor of any
      authorized form and denomination and the circumstances under which any
      such exchanges may occur, if other than in the manner provided in Section
      305, and, if Registered Securities of the series are to be issuable as a
      global Security, the identity of the depository for such series;

            (17) the date as of which any Bearer Securities of the series and
      any temporary global Security representing Outstanding Securities of the
      series shall be dated if other than the date of original issuance of the
      first Security of the series to be issued;

            (18) the Person to whom any interest on any Registered Security of
      the series shall be payable, if other than the Person in whose name such
      Security (or one or more Predecessor Securities) is registered at the
      close of business on the Regular Record Date for such interest, the manner
      in which, or the Person to whom, any interest on any Bearer Security of
      the series shall be payable, if otherwise than upon presentation and
      surrender of the coupons appertaining thereto as they severally mature,
      and the extent to which, or the manner in which, any interest payable on a
      temporary global Security on an Interest Payment Date will be paid if
      other than in the manner provided in Section 304;

            (19) the applicability, if any, of Sections 1402 and 1403 to the
      Securities of the series (and, in the case of Section 1403, if applicable,
      any additional covenants subject to covenant defeasance) and any
      provisions in modification of, in addition to or in lieu of any of the
      provisions of Article Fourteen;

            (20) if the Securities of such series are to be issuable in
      definitive form (whether upon original issue or upon exchange of a
      temporary Security of such series) only upon receipt of certain
      certificates or other documents or satisfaction of other conditions, then
      the form and/or terms of such certificates, documents or conditions;

            (21) whether, under what circumstances and the Currency in which,
      the Company will pay Additional Amounts as contemplated by Section 1005 on
      the Securities of the series to any Holder who is not a United States
      person (including any modification to the definition of such term) in
      respect of any tax, assessment or governmental charge and, if so, whether
      the Company will have the option to redeem such Securities rather than pay
      such Additional Amounts (and the terms of any such option);


                                       21
   29

            (22) the designation of the initial Exchange Rate Agent, if any;

            (23) if the Securities of the series are to be convertible into or
      exchangeable for any securities of any Person (including the Company), the
      terms and conditions upon which such Securities of the series will be so
      convertible or exchangeable (including, without limitation, the initial
      conversion price or rate, the conversion period, the conversion agent, if
      any, adjustments of the applicable conversion price or rate and any
      requirements with respect to the reservation of shares or Securities for
      purposes of conversion);

            (24) whether payment of any amounts due hereunder will be guaranteed
      by one or more guarantors, including subsidiaries of the Company; and

            (25) any other terms of the series (which terms shall not be
      inconsistent with the requirements of the TIA).

            All Securities of any one series and the coupons appertaining to any
Bearer Securities of such series shall be substantially identical except, in the
case of Registered Securities, as to denomination and except as may otherwise be
provided in or pursuant to such Board Resolution (subject to Section 303) and
set forth in such Officers' Certificate or in any such indenture supplemental
hereto. All Securities of any one series need not be issued at the same time
and, unless otherwise provided, a series may be reopened, without the consent of
the Holders, for issuances of additional Securities of such series or to
establish additional terms of such series of Securities (which additional terms
shall only be applicable to unissued or additional Securities of such series).

            If any of the terms of the Securities of any series are established
by action taken pursuant to one or more Board Resolutions, a copy of an
appropriate record of such action(s) shall be certified by the Secretary or an
Assistant Secretary of the Company and delivered to the Trustee at or prior to
the delivery of the Officers' Certificate setting forth the terms of the
Securities of such series.

            SECTION 302 Denominations.

            The Securities of each series shall be issuable in such
denominations as shall be specified as contemplated by Section 301. In the
absence of any such provision with respect to Securities of any series, the
principal, premium and interest and Additional Amounts with respect to the
Securities shall be payable in Dollars. With respect to Securities of any series
denominated in Dollars, in the absence of any such provisions with respect to
the Securities of any series, the Registered Securities of such series, other
than Registered Securities issued in global form (which may be of any
denomination) shall be issuable in denominations of $1,000 and any integral
multiple thereof, and the Bearer Securities of such series, other than Bearer
Securities issued in global form (which may be of any denomination), shall be
issuable in a denomination of $5,000.


                                       22
   30

            SECTION 303 Execution, Authentication, Delivery and Dating.

            The Securities and any coupons appertaining thereto shall be
executed on behalf of the Company by its Chairman, its President or one of its
Vice Presidents, under its corporate seal reproduced thereon or a facsimile or
copy thereof and attested by its Secretary or one of its Assistant Secretaries.
The signature of any of these officers on the Securities and coupons may be
manual or facsimile signatures of the present or any future such authorized
officer and may be imprinted or otherwise reproduced on the Securities.

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

            At any time and from time to time after the execution and delivery
of this Indenture, the Company may deliver Securities of any series, together
with any coupon appertaining thereto, executed by the Company, to the Trustee
for authentication, together with a Company Order for the authentication and
delivery of such Securities, and the Trustee in accordance with the Company
Order shall authenticate and deliver such Securities; either to the Company or
according to the directions contained in the Company Order; provided, however,
that, in connection with its original issuance, no Bearer Security shall be
mailed or otherwise delivered to any location in the United States; and provided
further that, unless otherwise specified with respect to any series of
Securities pursuant to Section 301, a Bearer Security may be delivered in
connection with its original issuance only if the Person entitled to receive
such Bearer Security shall have furnished a certificate in the form set forth in
Exhibit A-1 to this Indenture or such other certificate as may be specified with
respect to any series of Securities pursuant to Section 301, dated no earlier
than 15 days prior to the earlier of the date on which such Bearer Security is
delivered and the date on which any temporary Security first becomes
exchangeable for such Bearer Security in accordance with the terms of such
temporary Security and this Indenture. If any Security shall be represented by a
permanent global Bearer Security, then, for purposes of this Section and Section
304, the notation of a beneficial owner's interest therein upon original
issuance of such Security or upon exchange of a portion of a temporary global
Security shall be deemed to be delivery in connection with its original issuance
of such beneficial owner's interest in such permanent global Security. Except as
permitted by Section 306, the Trustee shall not authenticate and deliver any
Bearer Security unless all appurtenant coupons for interest then matured have
been detached and cancelled. If all the Securities of any series are not to be
issued at one time and if the Board Resolution or supplemental indenture
establishing such series shall so permit, such Company Order may set forth
procedures acceptable to the Trustee for the issuance of such Securities and
determining the terms of particular Securities of such series, such as interest
rate, maturity date, date of issuance and date from which interest shall accrue.
In authenticating such Securities, and accepting the additional responsibilities
under this Indenture in relation to such Securities, the Trustee shall be
entitled to receive, and (subject to TIA Sections 315(a) through 315(d)) shall
be fully protected in relying upon,

            (A) an Opinion of Counsel stating,


                                       23
   31

                  (a) that the form or forms of such Securities and any coupons
            have been established in conformity with the provisions of this
            Indenture;

                  (b) that the terms of such Securities and any coupons have
            been established in conformity with the provisions of this
            Indenture; and

                  (c) that such Securities, together with any coupons
            appertaining thereto, when completed by appropriate insertions and
            executed and delivered by the Company to the Trustee for
            authentication in accordance with this Indenture, authenticated and
            delivered by the Trustee in accordance with this Indenture and
            issued by the Company in the manner and subject to any conditions
            specified in such Opinion of Counsel, will constitute legal, valid
            and binding obligations of the Company, enforceable in accordance
            with their terms, subject to applicable bankruptcy, insolvency,
            reorganization and other similar laws of general applicability
            relating to or affecting the enforcement of creditors' rights, to
            general equitable principles and to such other qualifications as
            such counsel shall conclude do not materially affect the rights of
            Holders of such Securities and any coupons;

            (B) an Officers' Certificate stating, to the best of the knowledge
      of the signers of such certificate, that no Event of Default with respect
      to any of the Securities shall have occurred and be continuing; and

            (C) an executed supplemental indenture (if any).

            Notwithstanding the provisions of Section 301 and of this Section
303, if all the Securities of any series are not to be issued at one time, it
shall not be necessary to deliver an Officers' Certificate otherwise required
pursuant to Section 301 or the Company Order, Opinion of Counsel or Officers'
Certificate otherwise required pursuant to the preceding paragraph at the time
of issuance of each Security of such series, but such order, opinion and
certificates, with appropriate modifications to cover such future issuances,
shall be delivered at or before the time of issuance of the first Security of
such series.

            If such form or terms have been so established, the Trustee shall
not be required to authenticate such Securities if the issue of such Securities
pursuant to this Indenture will affect the Trustee's own rights, duties,
obligations or immunities under the Securities and this Indenture or otherwise
in a manner which is not reasonably acceptable to the Trustee. Notwithstanding
the generality of the foregoing, the Trustee will not be required to
authenticate Securities denominated in a Foreign Currency if the Trustee
reasonably believes that it would be unable to perform its duties with respect
to such Securities.

            Each Registered Security shall be dated the date of its
authentication and each Bearer Security shall be dated as of the date specified
as contemplated by Section 301.

            No Security or coupon shall be entitled to any benefit under this
Indenture or be valid or obligatory for any purpose unless there appears on such
Security or Security to which such coupon appertains a certificate of
authentication substantially in the form provided for herein duly executed by
the Trustee or an Authenticating Agent by manual signature of an


                                       24
   32

authorized signatory, and such certificate upon any Security shall be conclusive
evidence, and the only evidence, that such Security has been duly authenticated
and delivered hereunder and is entitled to the benefits of this Indenture.
Notwithstanding the foregoing, if any Security shall have been authenticated and
delivered hereunder but never issued and sold by the Company, and the Company
shall deliver such Security to the Trustee for cancellation as provided in
Section 310 together with a written statement (which need not comply with
Section 102 and need not be accompanied by an Opinion of Counsel) stating that
such Security has never been issued and sold by the Company, for all purposes of
this Indenture such Security shall be deemed never to have been authenticated
and delivered hereunder and shall never be entitled to the benefits of this
Indenture.

            SECTION 304 Temporary Securities.

            (a) Pending the preparation of definitive Securities of any series,
the Company may execute, and upon Company Order the Trustee shall authenticate
and deliver, temporary Securities which are printed, lithographed, typewritten,
mimeographed or otherwise produced, in any authorized denomination,
substantially of the tenor of the definitive Securities in lieu of which they
are issued, in registered form, or, if authorized, in bearer form with one or
more coupons or without coupons, and with such appropriate insertions,
omissions, substitutions and other variations as the officers executing such
Securities may determine, as conclusively evidenced by their execution of such
Securities. In the case of Securities of any series, such temporary Securities
may be in global form.

            Except in the case of temporary Securities in global form (which
shall be exchanged in accordance with Section 304(b) or as otherwise provided in
or pursuant to a Board Resolution), if temporary Securities of any series are
issued, the Company will cause definitive Securities of that series to be
prepared without unreasonable delay. After the preparation of definitive
Securities of such series, the temporary Securities of such series shall be
exchangeable for definitive Securities of such series upon surrender of the
temporary Securities of such series at the office or agency of the Company in a
Place of Payment for that series, without charge to the Holder. Upon surrender
for cancellation of any one or more temporary Securities of any series
(accompanied by any non-matured coupons appertaining thereto), the Company shall
execute and the Trustee shall authenticate and deliver in exchange therefor a
like principal amount of definitive Securities of the same series of authorized
denominations; provided, however, that no definitive Bearer Security shall be
delivered in exchange for a temporary Registered Security; and provided further
that a definitive Bearer Security shall be delivered in exchange for a temporary
Bearer Security only in compliance with the conditions set forth in Section 303.
Until so exchanged, the temporary Securities of any series shall in all respects
be entitled to the same benefits under this Indenture as definitive Securities
of such series.

            (b) Unless otherwise provided in or pursuant to a Board Resolution,
this Section 304(b) shall govern the exchange of temporary Securities issued in
global form. If temporary Securities of any series are issued in global form,
any such temporary global Security shall, unless otherwise provided therein, be
delivered to the London office of a depositary or common depositary (the "Common
Depositary"), for the benefit of Euroclear and Clearstream, for credit to the
respective accounts of the beneficial owners of such Securities (or to such
other accounts as they may direct).


                                       25
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            Without unnecessary delay but in any event not later than the date
specified in, or determined pursuant to the terms of, any such temporary global
Security (the "Exchange Date"), the Company shall deliver to the Trustee
definitive Securities, in aggregate principal amount equal to the principal
amount of such temporary global Security, executed by the Company. On or after
the Exchange Date, such temporary global Security shall be surrendered by the
Common Depositary to the Trustee, as the Company's agent for such purpose, to be
exchanged, in whole or from time to time in part, for definitive Securities
without charge, and the Trustee shall authenticate and deliver, in exchange for
each portion of such temporary global Security and upon receipt of the Company
Order described in Section 303, an equal aggregate principal amount of
definitive Securities of the same series of authorized denominations and of like
tenor as the portion of such temporary global Security to be exchanged. The
definitive Securities to be delivered in exchange for any such temporary global
Security shall be in bearer form, registered form, permanent global bearer form
or permanent global registered form, or any combination thereof, as specified as
contemplated by Section 301, and, if any combination thereof is so specified, as
requested by the beneficial owner thereof; provided, however, that, unless
otherwise specified in such temporary global Security, upon such presentation by
the Common Depositary, such temporary global Security is accompanied by a
certificate dated the Exchange Date or a subsequent date and signed by Euroclear
as to the portion of such temporary global Security held for its account then to
be exchanged and a certificate dated the Exchange Date or a subsequent date and
signed by Clearstream as to the portion of such temporary global Security held
for its account then to be exchanged, each in the form set forth in Exhibit A-2
to this Indenture or in such other form as may be established pursuant to
Section 301; and provided further that definitive Bearer Securities shall be
delivered in exchange for a portion of a temporary global Security only in
compliance with the requirements of Section 303.

            Unless otherwise specified in such temporary global Security, the
interest of a beneficial owner of Securities of a series in a temporary global
Security shall be exchanged for definitive Securities of the same series and of
like tenor following the Exchange Date when the account holder instructs
Euroclear or Clearstream, as the case may be, to request such exchange on his
behalf and delivers to Euroclear or Clearstream, as the case may be, a
certificate in the form set forth in Exhibit A-1 to this Indenture (or in such
other form as may be established pursuant to Section 301), dated no earlier than
15 days prior to the Exchange Date, copies of which certificate shall be
available from the offices of Euroclear and Clearstream, the Trustee, any
Authenticating Agent appointed for such series of Securities and each Paying
Agent. Unless otherwise specified in such temporary global Security, any such
exchange shall be made free of charge to the beneficial owners of such temporary
global Security, except that a Person receiving definitive Securities must bear
the cost of insurance, postage, transportation and the like unless such Person
takes delivery of such definitive Securities in person at the offices of
Euroclear or Clearstream. Definitive Securities in bearer form to be delivered
in exchange for any portion of a temporary global Security shall be delivered
only outside the United States.

            Until exchanged in full as hereinabove provided, the temporary
Securities of any series shall in all respects be entitled to the same benefits
under this Indenture as definitive Securities of the same series and of like
tenor authenticated and delivered hereunder, except that, unless otherwise
specified as contemplated by Section 301, interest payable on a temporary global
Security on an Interest Payment Date for Securities of such series occurring
prior to the applicable Exchange Date shall be payable to Euroclear and
Clearstream on such Interest


                                       26
   34

Payment Date upon delivery by Euroclear and Clearstream to the Trustee of a
certificate or certificates in the form set forth in Exhibit A-2 to this
Indenture (or in such other forms as may be established pursuant to Section
301), for credit without further interest on or after such Interest Payment Date
to the respective accounts of Persons who are the beneficial owners of such
temporary global Security on such Interest Payment Date and who have each
delivered to Euroclear or Clearstream, as the case may be, a certificate dated
no earlier than 15 days prior to the Interest Payment Date occurring prior to
such Exchange Date in the form set forth as Exhibit A-1 to this Indenture (or in
such other forms as may be established pursuant to Section 301). Notwithstanding
anything to the contrary herein contained, the certifications made pursuant to
this paragraph shall satisfy the certification requirements of the preceding two
paragraphs of this Section 304(b) and of the third paragraph of Section 303 of
this Indenture and the interests of the Persons who are the beneficial owners of
the temporary global Security with respect to which such certification was made
will be exchanged for definitive Securities of the same series and of like tenor
on the Exchange Date or the date of certification if such date occurs after the
Exchange Date, without further act or deed by such beneficial owners. Except as
otherwise provided in this paragraph, no payments of principal (or premium, if
any) or interest, if any, owing with respect to a beneficial interest in a
temporary global Security will be made unless and until such interest in such
temporary global Security shall have been exchanged for an interest in a
definitive Security. Any interest so received by Euroclear and Clearstream and
not paid as herein provided shall be returned to the Trustee prior to the
expiration of two years after such Interest Payment Date in order to be repaid
to the Company.

            SECTION 305 Registration, Registration of Transfer and Exchange.

            The Company shall cause to be kept at the Corporate Trust Office of
the Trustee or in any office or agency of the Company in a Place of Payment a
register for each series of Securities (the registers maintained in such office
or in any such office or agency of the Company in a Place of Payment being
herein sometimes referred to collectively as the "Security Register") in which,
subject to such reasonable regulations as it may prescribe, the Company shall
provide for the registration of Registered Securities and of transfers of
Registered Securities. The Security Register shall be in written form or any
other form capable of being converted into written form within a reasonable
time. The Trustee, at its Corporate Trust Office, is hereby initially appointed
"Security Registrar" for the purpose of registering Registered Securities and
transfers of Registered Securities on such Security Register as herein provided.
In the event that the Trustee shall cease to be Security Registrar, it shall
have the right to examine the Security Register at all reasonable times.

            Upon surrender for registration of transfer of any Registered
Security of any series at any office or agency of the Company in a Place of
Payment for that series, the Company shall execute, and the Trustee shall
authenticate and deliver, subject to the terms and conditions of this Article 3,
in the name of the designated transferee or transferees, one or more new
Registered Securities of the same series, of any authorized denominations and of
a like aggregate principal amount, bearing a number not contemporaneously
outstanding and containing identical terms and provisions.

            At the option of the Holder, Registered Securities of any series may
be exchanged for other Registered Securities of the same series, of any
authorized denomination or


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   35

denominations and of a like aggregate principal amount, containing identical
terms and provisions, upon surrender of the Registered Securities to be
exchanged at any such office or agency. Whenever any Registered Securities are
so surrendered for exchange, the Company shall execute, and the Trustee shall
authenticate and deliver, the Registered Securities which the Holder making the
exchange is entitled to receive. Unless otherwise specified with respect to any
series of Securities as contemplated by Section 301, Bearer Securities may not
be issued in exchange for Registered Securities.

            If (but only if) permitted by the applicable Board Resolution and
(subject to Section 303) set forth in the applicable Officers' Certificate, or
in any indenture supplemental hereto, delivered as contemplated by Section 301,
at the option of the Holder, Bearer Securities of any series may be exchanged
for Registered Securities of the same series of any authorized denominations and
of a like aggregate principal amount and tenor, upon surrender of the Bearer
Securities to be exchanged at any such office or agency, with all unmatured
coupons and all matured coupons in default thereto appertaining. If the Holder
of a Bearer Security is unable to produce any such unmatured coupon or coupons
or matured coupon or coupons in default, any such permitted exchange may be
effected if the Bearer Securities are accompanied by payment in funds acceptable
to the Company in an amount equal to the face amount of such missing coupon or
coupons, or the surrender of such missing coupon or coupons may be waived by the
Company and the Trustee if there is furnished to them such security or indemnity
as they may require to save each of them and any Paying Agent harmless. If
thereafter the Holder of such Security shall surrender to any Paying Agent any
such missing coupon in respect of which such a payment shall have been made,
such Holder shall be entitled to receive the amount of such payment; provided,
however, that, except as otherwise provided in Section 1002, interest
represented by coupons shall be payable only upon presentation and surrender of
those coupons at an office or agency located outside the United States.
Notwithstanding the foregoing, in case a Bearer Security of any series is
surrendered at any such office or agency in a permitted exchange for a
Registered Security of the same series and like tenor after the close of
business at such office or agency on (i) any Regular Record Date and before the
opening of business at such office or agency on the relevant Interest Payment
Date, or (ii) any Special Record Date and before the opening of business at such
office or agency on the related proposed date for payment of Defaulted Interest,
such Bearer Security shall be surrendered without the coupon relating to such
Interest Payment Date or proposed date for payment, as the case may be, and
interest or Defaulted Interest, as the case may be, will not be payable on such
Interest Payment Date or proposed date for payment, as the case may be, in
respect of the Registered Security issued in exchange for such Bearer Security,
but will be payable only to the Holder of such coupon when due in accordance
with the provisions of this Indenture.

            Whenever any Securities are so surrendered for exchange, the Company
shall execute, and the Trustee shall authenticate and deliver, the Securities
which the Holder making the exchange is entitled to receive.

            Notwithstanding the foregoing, except as otherwise specified as
contemplated by Section 301, any permanent global Security shall be exchangeable
only as provided in this paragraph. If any beneficial owner of an interest in a
permanent global Security is entitled to exchange such interest for Securities
of such series and of like tenor and principal amount of another authorized form
and denomination, as specified as contemplated by Section 301 and


                                       28
   36

provided that any applicable notice provided in the permanent global Security
shall have been given, then without unnecessary delay but in any event not later
than the earliest date on which such interest may be so exchanged, the Company
shall deliver to the Trustee definitive Securities in aggregate principal amount
equal to the principal amount of such beneficial owner's interest in such
permanent global Security, executed by the Company. On or after the earliest
date on which such interests may be so exchanged, such permanent global Security
shall be surrendered by the Common Depositary or such other depositary as shall
be specified in the Company Order with respect thereto to the Trustee, as the
Company's agent for such purpose, to be exchanged, in whole or from time to time
in part, for definitive Securities without charge and the Trustee shall
authenticate and deliver, in exchange for each portion of such permanent global
Security, an equal aggregate principal amount of definitive Securities of the
same series of authorized denominations and of like tenor as the portion of such
permanent global Security to be exchanged which, unless the Securities of the
series are not issuable both as Bearer Securities and as Registered Securities,
as specified as contemplated by Section 301, shall be in the form of Bearer
Securities or Registered Securities, or any combination thereof, as shall be
specified by the beneficial owner thereof; provided, however, that no such
exchanges may occur during a period beginning at the opening of business 15 days
before any selection of Securities to be redeemed and ending on the relevant
Redemption Date if the Security for which exchange is requested may be among
those selected for redemption; and provided further that no Bearer Security
delivered in exchange for a portion of a permanent global Security shall be
mailed or otherwise delivered to any location in the United States. If a
Registered Security is issued in exchange for any portion of a permanent global
Security after the close of business at the office or agency where such exchange
occurs on (i) any Regular Record Date and before the opening of business at such
office or agency on the relevant Interest Payment Date, or (ii) any Special
Record Date and before the opening of business at such office or agency on the
related proposed date for payment of Defaulted Interest, interest or Defaulted
Interest, as the case may be, will not be payable on such Interest Payment Date
or proposed date for payment, as the case may be, in respect of such Registered
Security, but will be payable on such Interest Payment Date or proposed date for
payment, as the case may be, only to the Person to whom interest in respect of
such portion of such permanent global Security is payable in accordance with the
provisions of this Indenture.

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

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

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


                                       29
   37

exchange of Securities, other than exchanges pursuant to Section 304, 906, 1107
or 1305 not involving any transfer.

            The Company shall not be required (i) to issue, register the
transfer of or exchange any Security if such Security may be among those
selected for redemption during a period beginning at the opening of business 15
days before selection of the Securities to be redeemed under Section 1103 and
ending at the close of business on (A) if such Securities are issuable only as
Registered Securities, the day of the mailing of the relevant notice of
redemption and (B) if such Securities are issuable as Bearer Securities, the day
of the first publication of the relevant notice of redemption or, if such
Securities are also issuable as Registered Securities and there is no
publication, the mailing of the relevant notice of redemption, or (ii) to
register the transfer of or exchange any Registered Security so selected for
redemption in whole or in part, except, in the case of any Registered Security
to be redeemed in part, the portion thereof not to be redeemed, or (iii) to
exchange any Bearer Security so selected for redemption except that such a
Bearer Security may be exchanged for a Registered Security of that series and
like tenor, provided that such Registered Security shall be simultaneously
surrendered for redemption, or (iv) to issue, register the transfer of or
exchange any Security which has been surrendered for repayment at the option of
the Holder, except the portion, if any, of such Security not to be so repaid.

            Each Holder of a Security agrees to indemnify the Company and the
Trustee against any liability that may result from the transfer, exchange or
assignment of such Holder's Security in violation of any provision of this
Indenture and/or applicable United States Federal or state securities law.

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

            SECTION 306 Mutilated, Destroyed, Lost and Stolen Securities.

            If any mutilated Security or a Security with a mutilated coupon
appertaining to it is surrendered to the Trustee or the Company, together with,
in proper cases, such security or indemnity as may be required by the Company or
the Trustee to save each of them or any agent of either of them harmless, the
Company shall execute and the Trustee shall authenticate and deliver in exchange
therefor a new Security of the same series and principal amount, containing
identical terms and provisions and bearing a number not contemporaneously
outstanding, with coupons corresponding to the coupons, if any, appertaining to
the surrendered Security.

            If there shall be delivered to the Company and to the Trustee (i)
evidence to their satisfaction of the destruction, loss or theft of any Security
or coupon, and (ii) such security or indemnity as may be required by them to
save each of them and any agent of either of them


                                       30
   38

harmless, then, in the absence of notice to the Company or the Trustee that such
Security or coupon has been acquired by a bona fide purchaser, the Company shall
execute and upon its request and according to its directions the Trustee shall
authenticate and deliver, in lieu of any such destroyed, lost or stolen Security
or in exchange for the Security to which a destroyed, lost or stolen coupon
appertains (with all appurtenant coupons not destroyed, lost or stolen), a new
Security of the same series and principal amount, containing identical terms and
provisions and bearing a number not contemporaneously outstanding, with coupons
corresponding to the coupons, if any, appertaining to such destroyed, lost or
stolen Security or to the Security to which such destroyed, lost or stolen
coupon appertains.

            Notwithstanding the provisions of the previous two paragraphs, in
case any such mutilated, destroyed, lost or stolen Security or coupon has become
or is about to become due and payable, the Company in its discretion may,
instead of issuing a new Security, with coupons corresponding to the coupons, if
any, appertaining to such mutilated, destroyed, lost or stolen Security or to
the Security to which such mutilated, destroyed, lost or stolen coupon
appertains, pay such Security or coupon; provided, however, that payment of
principal of (and premium, if any) and interest, if any, on Bearer Securities
shall, except as otherwise provided in Section 1002, be payable only at an
office or agency located outside the United States and, unless otherwise
specified as contemplated by Section 301, any interest on Bearer Securities
shall be payable only upon presentation and surrender of the coupons
appertaining thereto.

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

            Every new Security of any series, together with its coupons, if any,
issued pursuant to this Section in lieu of any destroyed, lost or stolen
Security, or in exchange for a Security to which a destroyed, lost or stolen
coupon appertains, shall constitute an original additional contractual
obligation of the Company, whether or not the destroyed, lost or stolen Security
and its coupons, if any, or the destroyed, lost or stolen coupon shall be at any
time enforceable by anyone, and shall be entitled to all the benefits of this
Indenture equally and proportionately with any and all other Securities of that
series and their coupons, if any, duly issued hereunder.

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

            SECTION 307 Payment of Interest; Interest Rights Preserved; Optional
Interest Reset.

            (a) Except as otherwise specified with respect to a series of
Securities in accordance with the provisions of Section 301, interest, if any,
on any Registered Security that is payable, and is punctually paid or duly
provided for, on any Interest Payment Date shall be paid to the Person in whose
name that Security (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest at the office or
agency of the


                                       31
   39

Company maintained for such purpose pursuant to Section 1002; provided, however,
that each installment of interest, if any, on any Registered Security may at the
Company's option be paid by (i) mailing a check for such interest, payable to or
upon the written order of the Person entitled thereto pursuant to Section 309,
to the address of such Person as it appears on the Security Register or (ii)
transfer to an account maintained by the payee inside the United States.

            Unless otherwise provided as contemplated by Section 301 with
respect to the Securities of any series, payment of interest, if any, may be
made, in the case of a Bearer Security, by transfer to an account maintained by
the payee with a bank located outside the United States.

            Unless otherwise provided as contemplated by Section 301, every
permanent global Security will provide that interest, if any, payable on any
Interest Payment Date will be paid to each of Euroclear and Clearstream with
respect to that portion of such permanent global Security held for its account
by the Common Depositary, for the purpose of permitting each of Euroclear and
Clearstream to credit the interest, if any, received by it in respect of such
permanent global Security to the accounts of the beneficial owners thereof.

            In case a Bearer Security of any series is surrendered in exchange
for a Registered Security of such series after the close of business (at an
office or agency in a Place of Payment for such series) on any Regular Record
Date and before the opening of business (at such office or agency) on the next
succeeding Interest Payment Date, such Bearer Security shall be surrendered
without the coupon relating to such Interest Payment Date and interest will not
be payable on such Interest Payment Date in respect of the Registered Security
issued in exchange for such Bearer Security, but will be payable only to the
Holder of such coupon when due in accordance with the provisions of this
Indenture.

            Except as otherwise specified with respect to a series of Securities
in accordance with the provisions of Section 301, any interest on any Registered
Security of any series that is payable, but is not punctually paid or duly
provided for, on any Interest Payment Date (herein called "Defaulted Interest")
shall forthwith cease to be payable to the registered Holder thereof on the
relevant Regular Record Date by virtue of having been such Holder, and such
Defaulted Interest may be paid by the Company, at its election in each case, as
provided in clause (1) or (2) below:

            (1) The Company may elect to make payment of any Defaulted Interest
      to the Persons in whose names the Registered Securities of such series (or
      their respective Predecessor Securities) are registered at the close of
      business on a Special Record Date for the payment of such Defaulted
      Interest, which shall be fixed in the following manner. The Company shall
      notify the Trustee in writing of the amount of Defaulted Interest proposed
      to be paid on each Registered Security of such series and the date of the
      proposed payment (which shall not be less than 20 days after such notice
      is received by the Trustee), and at the same time the Company shall
      deposit with the Trustee an amount of money in the Currency in which the
      Securities of such series are payable (except as otherwise specified
      pursuant to Section 301 for the Securities of such series and except, if
      applicable, as provided in Sections 312(b), 312(d) and 312(e)) equal to
      the aggregate amount proposed to be paid in respect of such Defaulted
      Interest or shall make


                                       32
   40

      arrangements satisfactory to the Trustee for such deposit on or prior to
      the date of the proposed payment, such money when deposited to be held in
      trust for the benefit of the Persons entitled to such Defaulted Interest
      as in this clause provided. Thereupon the Trustee shall fix a Special
      Record Date for the payment of such Defaulted Interest which shall be not
      more than 15 days and not less than 10 days prior to the date of the
      proposed payment and not less than 10 days after the receipt by the
      Trustee of the notice of the proposed payment. The Trustee shall promptly
      notify the Company of such Special Record Date and, in the name and at the
      expense of the Company, shall cause notice of the proposed payment of such
      Defaulted Interest and the Special Record Date therefor to be mailed,
      first-class postage prepaid, to each Holder of Registered Securities of
      such series at his address as it appears in the Security Register not less
      than 10 days prior to such Special Record Date. Notice of the proposed
      payment of such Defaulted Interest and the Special Record Date therefor
      having been mailed as aforesaid, such Defaulted Interest shall be paid to
      the Persons in whose names the Registered Securities of such series (or
      their respective Predecessor Securities) are registered at the close of
      business on such Special Record Date and shall no longer be payable
      pursuant to the following clause (2). In case a Bearer Security of any
      series is surrendered at the office or agency in a Place of Payment for
      such series in exchange for a Registered Security of such series after the
      close of business at such office or agency on any Special Record Date and
      before the opening of business at such office or agency on the related
      proposed date for payment of Defaulted Interest, such Bearer Security
      shall be surrendered without the coupon relating to such proposed date of
      payment and Defaulted Interest will not be payable on such proposed date
      of payment in respect of the Registered Security issued in exchange for
      such Bearer Security, but will be payable only to the Holder of such
      coupon when due in accordance with the provisions of this Indenture.

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

            (b) The provisions of this Section 307(b) may be made applicable to
any series of Securities pursuant to Section 301 (with such modifications,
additions or substitutions as may be specified pursuant to such Section 301).
The interest rate (or the spread or spread multiplier used to calculate such
interest rate, if applicable) on any Security of such series may be reset by the
Company on the date or dates specified on the face of such Security (each an
"Optional Reset Date"). The Company may exercise such option with respect to
such Security by notifying the Trustee of such exercise at least 45 but not more
than 60 days prior to an Optional Reset Date for such Security. Not later than
40 days prior to each Optional Reset Date, the Trustee shall transmit, in the
manner provided for in Section 106, to the Holder of any such Security a notice
(the "Reset Notice") indicating whether the Company has elected to reset the
interest rate (or the spread or spread multiplier used to calculate such
interest rate, if applicable), and if so (i) such new interest rate (or such new
spread or spread multiplier, if applicable) and (ii) the provisions, if any, for
redemption during the period from such Optional Reset Date to the next Optional
Reset Date or if there is no such next Optional Reset Date, to the Stated
Maturity


                                       33
   41

of such Security (each such period a "Subsequent Interest Period"), including
the date or dates on which or the period or periods during which and the price
or prices at which such redemption may occur during the Subsequent Interest
Period.

            Notwithstanding the foregoing, not later than 20 days prior to the
Optional Reset Date, the Company may, at its option, revoke the interest rate
(or the spread or spread multiplier used to calculate such interest rate, if
applicable) provided for in the Reset Notice and establish a higher interest
rate (or a spread or spread multiplier providing for a higher interest rate, if
applicable) for the Subsequent Interest Period by causing the Trustee to
transmit, in the manner provided for in Section 106, notice of such higher
interest rate (or such spread or spread multiplier providing for a higher
interest rate, if applicable) to the Holder of such Security. Such notice shall
be irrevocable. All Securities with respect to which the interest rate (or the
spread or spread multiplier used to calculate such interest rate, if applicable)
is reset on an Optional Reset Date, and with respect to which the Holders of
such Securities have not tendered such Securities for repayment (or have validly
revoked any such tender) pursuant to the next succeeding paragraph, will bear
such higher interest rate (or such spread or spread multiplier providing for a
higher interest rate, if applicable).

            The Holder of any such Security may have the option to elect
repayment by the Company of the principal of such Security on each Optional
Reset Date at a price equal to the principal amount thereof plus interest
accrued to such Optional Reset Date. In order to obtain repayment on an Optional
Reset Date, the Holder must follow the procedures set forth in Article Thirteen
for repayment at the option of Holders except that the period for delivery or
notification to the Trustee shall be at least 25 but not more than 35 days prior
to such Optional Reset Date and except that, if the Holder has tendered any
Security for repayment pursuant to the Reset Notice, the Holder may, by written
notice to the Trustee, revoke such tender or repayment until the close of
business on the tenth day before such Optional Reset Date.

            Subject to the foregoing provisions of this Section and Section 305,
each Security delivered under this Indenture upon registration of transfer of or
in exchange for or in lieu of any other Security shall carry the rights to
interest accrued and unpaid, and to accrue, which were carried by such other
Security.

            SECTION 308 Optional Extension of Maturity.

            The provisions of this Section 308 may be made applicable to any
series of Securities pursuant to Section 301 (with such modifications, additions
or substitutions as may be specified pursuant to such Section 301). The Stated
Maturity of any Security of such series may be extended at the option of the
Company for the period or periods specified on the face of such Security (each
an "Extension Period") up to but not beyond the date (the "Final Maturity") set
forth on the face of such Security. The Company may exercise such option with
respect to any Security by notifying the Trustee of such exercise at least 45
but not more than 60 days prior to the Stated Maturity of such Security in
effect prior to the exercise of such option (the "Original Stated Maturity"). If
the Company exercises such option, the Trustee shall transmit, in the manner
provided for in Section 106, to the Holder of such Security not later than 40
days prior to the Original Stated Maturity a notice (the "Extension Notice")
indicating (i) the election of the Company to extend the Stated Maturity, (ii)
the new Stated Maturity, (iii) the interest rate (or


                                       34
   42

spread, spread multiplier or other formula used to calculate such interest rate,
if applicable), if any, applicable to the Extension Period and (iv) the
provisions, if any, for redemption during such Extension Period. Upon the
Trustee's transmittal of the Extension Notice, the Stated Maturity of such
Security shall be extended automatically and, except as modified by the
Extension Notice and as described in the next paragraph, such Security will have
the same terms as prior to the transmittal of such Extension Notice.

            Notwithstanding the foregoing, not later than 20 days before the
Original Stated Maturity of such Security, the Company may, at its option,
revoke the interest rate (or spread, spread multiplier or other formula used to
calculate such interest rate, if applicable) provided for in the Extension
Notice and establish a higher interest rate (or spread, spread multiplier or
other formula to calculate such higher interest rate, if applicable) for the
Extension Period by causing the Trustee to transmit, in the manner provided for
in Section 106, notice of such higher interest rate (or spread, spread
multiplier or other formula used to calculate such interest rate, if applicable)
to the Holder of such Security. Such notice shall be irrevocable. All Securities
with respect to which the Stated Maturity is extended will bear such higher
interest rate.

            If the Company extends the Stated Maturity of any Security, the
Holder will have the option to elect repayment of such Security by the Company
on the Original Stated Maturity at a price equal to the principal amount
thereof, plus interest accrued to such date. In order to obtain repayment on the
Original Stated Maturity once the Company has extended the Stated Maturity
thereof, the Holder must follow the procedures set forth in Article Thirteen for
repayment at the option of Holders, except that the period for delivery or
notification to the Trustee shall be at least 25 but not more than 35 days prior
to the Original Stated Maturity and except that, if the Holder has tendered any
Security for repayment pursuant to an Extension Notice, the Holder may by
written notice to the Trustee revoke such tender for repayment until the close
of business on the tenth day before the Original Stated Maturity.

            SECTION 309 Persons Deemed Owners.

            Prior to due presentment of a Registered Security for registration
of transfer, the Company, the Subsidiary Guarantors, if any, the Trustee and any
agent of the Company, the Subsidiary Guarantors, if any, or the Trustee may
treat the Person in whose name such Registered Security is registered as the
owner of such Security for the purpose of receiving payment of principal of (and
premium, if any) and (subject to Sections 305 and 307) interest, if any, on such
Registered Security and for all other purposes whatsoever, whether or not such
Registered Security be overdue, and none of the Company, the Subsidiary
Guarantors, if any, the Trustee nor any agent of the Company, the Subsidiary
Guarantors, if any, or the Trustee shall be affected by notice to the contrary.

            Title to any Bearer Security and any coupons appertaining thereto
shall pass by delivery. The Company, the Subsidiary Guarantors, if any, the
Trustee and any agent of the Company, the Subsidiary Guarantors, if any, or the
Trustee may treat the bearer of any Bearer Security and the bearer of any coupon
as the absolute owner of such Security or coupon for the purpose of receiving
payment thereof or on account thereof and for all other purposes whatsoever,
whether or not such Security or coupon be overdue, and none of the Company, the


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Subsidiary Guarantors, if any, the Trustee nor any agent of the Company, the
Subsidiary Guarantors, if any, or the Trustee shall be affected by notice to the
contrary.

            None of the Company, the Subsidiary Guarantors, the Trustee, any
Paying Agent or the Security Registrar will have any responsibility or liability
for any aspect of the records relating to or payments made on account of
beneficial ownership interests of a Security in global form or for maintaining,
supervising or reviewing any records relating to such beneficial ownership
interests.

            Notwithstanding the foregoing, with respect to any global Security,
nothing herein shall prevent the Company, the Subsidiary Guarantors, the
Trustee, or any agent of the Company, the Subsidiary Guarantors, if any, or the
Trustee, from giving effect to any written certification, proxy or other
authorization furnished by any depositary, as a Holder, with respect to such
global Security or impair, as between such depositary and owners of beneficial
interests in such global Security, the operation of customary practices
governing the exercise of the rights of such depositary (or its nominee) as
Holder of such global Security.

            SECTION 310 Cancellation.

            All Securities and coupons surrendered for payment, redemption,
repayment at the option of the Holder, registration of transfer or exchange or
for credit against any sinking fund payment shall, if surrendered to any Person
other than the Trustee, be delivered to the Trustee, and any such Securities and
coupons and Securities and coupons surrendered directly to the Trustee for any
such purpose shall be promptly cancelled by it. The Company may at any time
deliver to the Trustee for cancellation any Securities previously authenticated
and delivered hereunder which the Company may have acquired in any manner
whatsoever, and may deliver to the Trustee (or to any other Person for delivery
to the Trustee) for cancellation any Securities previously authenticated
hereunder which the Company has not issued and sold, and all Securities so
delivered shall be promptly cancelled by the Trustee. If the Company shall so
acquire any of the Securities, however, such acquisition shall not operate as a
redemption or satisfaction of the indebtedness represented by such Securities
unless and until the same are surrendered to the Trustee for cancellation. No
Securities shall be authenticated in lieu of or in exchange for any Securities
cancelled as provided in this Section, except as expressly permitted by this
Indenture. Cancelled Securities and coupons held by the Trustee shall be
destroyed by the Trustee and the Trustee shall deliver a certificate of such
destruction to the Company, unless by a Company Order the Company directs their
return to it.

            SECTION 311 Computation of Interest.

            Except as otherwise specified as contemplated by Section 301 with
respect to Securities of any series, interest, if any, on the Securities of each
series shall be computed on the basis of a 360-day year consisting of twelve
30-day months.

            SECTION 312 Currency and Manner of Payments in Respect of
Securities.

            (a) Unless otherwise specified with respect to any Securities
pursuant to Section 301, with respect to Registered Securities of any series not
permitting the election provided for in paragraph (b) below or the Holders of
which have not made the election provided


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for in paragraph (b) below, and with respect to Bearer Securities of any series,
except as provided in paragraph (d) below, payment of the principal of (and
premium, if any) and interest, if any, on any Registered or Bearer Security of
such series will be made in the Currency in which such Registered Security or
Bearer Security, as the case may be, is payable. The provisions of this Section
312 may be modified or superseded with respect to any Securities pursuant to
Section 301.

            (b) It may be provided pursuant to Section 301 with respect to
Registered Securities of any series that Holders shall have the option, subject
to paragraphs (d) and (e) below, to receive payments of principal of (or
premium, if any) or interest, if any, on such Registered Securities in any of
the Currencies which may be designated for such election by delivering to the
Trustee for such series of Registered Securities a written election with
signature guarantees and in the applicable form established pursuant to Section
301, not later than the close of business on the Election Date immediately
preceding the applicable payment date. If a Holder so elects to receive such
payments in any such Currency, such election will remain in effect for such
Holder or any transferee of such Holder until changed by such Holder or such
transferee by written notice to the Trustee for such series of Registered
Securities (but any such change must be made not later than the close of
business on the Election Date immediately preceding the next payment date to be
effective for the payment to be made on such payment date and no such change of
election may be made with respect to payments to be made on any Registered
Security of such series with respect to which an Event of Default has occurred
or with respect to which the Company has deposited funds pursuant to Article
Four or Fourteen or with respect to which a notice of redemption has been given
by the Company or a notice of option to elect repayment has been sent by such
Holder or such transferee). Any Holder of any such Registered Security who shall
not have delivered any such election to the Trustee of such series of Registered
Securities not later than the close of business on the applicable Election Date
will be paid the amount due on the applicable payment date in the relevant
Currency as provided in Section 312(a). The Trustee for each such series of
Registered Securities shall notify the Exchange Rate Agent as soon as
practicable after the Election Date of the aggregate principal amount of
Registered Securities for which Holders have made such written election.

            (c) Unless otherwise specified pursuant to Section 301, if the
election referred to in paragraph (b) above has been provided for pursuant to
Section 301, then, unless otherwise specified pursuant to Section 301, not later
than the fourth Business Day after the Election Date for each payment date for
Registered Securities of any series, the Exchange Rate Agent will deliver to the
Company a written notice specifying the Currency in which Registered Securities
of such series are payable, the respective aggregate amounts of principal of
(and premium, if any) and interest, if any, on the Registered Securities to be
paid on such payment date, specifying the amounts in such Currency so payable in
respect of the Registered Securities as to which the Holders of Registered
Securities denominated in any Currency shall have elected to be paid in another
Currency as provided in paragraph (b) above. If the election referred to in
paragraph (b) above has been provided for pursuant to Section 301 and if at
least one Holder has made such election, then, unless otherwise specified
pursuant to Section 301, on the second Business Day preceding such payment date
the Company will deliver to the Trustee for such series of Registered Securities
an Exchange Rate Officer's Certificate in respect of the Dollar or Foreign
Currency or Currencies payments to be made on such payment date. Unless
otherwise specified pursuant to Section 301, the Dollar or Foreign Currency or
Currencies amount receivable by


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Holders of Registered Securities who have elected payment in a Currency as
provided in paragraph (b) above shall be determined by the Company on the basis
of the applicable Market Exchange Rate in effect on the second Business Day (the
"Valuation Date") immediately preceding each payment date, and such
determination shall be conclusive and binding for all purposes, absent manifest
error.

            (d) If a Conversion Event occurs with respect to a Foreign Currency
in which any of the Securities are denominated or payable other than pursuant to
an election provided for pursuant to paragraph (b) above, then with respect to
each date for the payment of principal of (and premium, if any) and interest, if
any on the applicable Securities denominated or payable in such Foreign Currency
occurring after the last date on which such Foreign Currency was used (the
"Conversion Date"), the Dollar shall be the currency of payment for use on each
such payment date. Unless otherwise specified pursuant to Section 301, the
Dollar amount to be paid by the Company to the Trustee of each such series of
Securities and by such Trustee or any Paying Agent to the Holders of such
Securities with respect to such payment date shall be, in the case of a Foreign
Currency other than a currency unit, the Dollar Equivalent of the Foreign
Currency or, in the case of a currency unit, the Dollar Equivalent of the
Currency Unit, in each case as determined by the Exchange Rate Agent in the
manner provided in paragraph (f) or (g) below.

            (e) Unless otherwise specified pursuant to Section 301, if the
Holder of a Registered Security denominated in any Currency shall have elected
to be paid in another Currency as provided in paragraph (b) above, and a
Conversion Event occurs with respect to such elected Currency, such Holder shall
receive payment in the Currency in which payment would have been made in the
absence of such election; and if a Conversion Event occurs with respect to the
Currency in which payment would have been made in the absence of such election,
such Holder shall receive payment in Dollars as provided in paragraph (d) of
this Section 312.

            (f) The "Dollar Equivalent of the Foreign Currency" shall be
determined by the Exchange Rate Agent and shall be obtained for each subsequent
payment date by converting the specified Foreign Currency into Dollars at the
Market Exchange Rate on the Conversion Date.

            (g) The "Dollar Equivalent of the Currency Unit" shall be determined
by the Exchange Rate Agent and subject to the provisions of paragraph (h) below
shall be the sum of each amount obtained by converting the Specified Amount of
each Component Currency into Dollars at the Market Exchange Rate for such
Component Currency on the Valuation Date with respect to each payment.

            (h) For purposes of this Section 312, the following terms shall have
the following meanings:

            A "Component Currency" shall mean any currency which, on the
      Conversion Date, was a component currency of the relevant currency unit,
      including, but not limited to, the euro.


                                       38
   46

            A "Specified Amount" of a Component Currency shall mean the number
      of units of such Component Currency or fractions thereof which were
      represented in the relevant currency unit, including, but not limited to,
      the euro, on the Conversion Date. If after the Conversion Date the
      official unit of any Component Currency is altered by way of combination
      or subdivision, the Specified Amount of such Component Currency shall be
      divided or multiplied in the same proportion. If after the Conversion Date
      two or more Component Currencies are consolidated into a single currency,
      the respective Specified Amounts of such Component Currencies shall be
      replaced by an amount in such single currency equal to the sum of the
      respective Specified Amounts of such consolidated Component Currencies
      expressed in such single currency, and such amount shall thereafter be a
      Specified Amount and such single currency shall thereafter be a Component
      Currency. If after the Conversion Date any Component Currency shall be
      divided into two or more currencies, the Specified Amount of such
      Component Currency shall be replaced by amounts of such two or more
      currencies, having an aggregate Dollar Equivalent value at the Market
      Exchange Rate on the date of such replacement equal to the Dollar
      Equivalent of the Specified Amount of such former Component Currency at
      the Market Exchange Rate immediately before such division, and such
      amounts shall thereafter be Specified Amounts and such currencies shall
      thereafter be Component Currencies. If, after the Conversion Date of the
      relevant currency unit, including, but not limited to, the euro, a
      Conversion Event (other than any event referred to above in this
      definition of "Specified Amount") occurs with respect to any Component
      Currency of such currency unit and is continuing on the applicable
      Valuation Date, the Specified Amount of such Component Currency shall, for
      purposes of calculating the Dollar Equivalent of the Currency Unit, be
      converted into Dollars at the Market Exchange Rate in effect on the
      Conversion Date of such Component Currency.

            "Election Date" shall mean the Regular Record Date for the
      applicable series of Registered Securities or at least 16 days prior to
      Maturity, as the case may be, or such other prior date for any series of
      Registered Securities as specified pursuant to clause 13 of Section 301 by
      which the written election referred to in Section 312(b) may be made.

            All decisions and determinations of the Exchange Rate Agent
regarding the Dollar Equivalent of the Foreign Currency, the Dollar Equivalent
of the Currency Unit, the Market Exchange Rate and changes in the Specified
Amounts as specified above shall be in its sole discretion and shall, in the
absence of manifest error, be conclusive for all purposes and irrevocably
binding upon the Company, the Trustee for the appropriate series of Securities
and all Holders of such Securities denominated or payable in the relevant
Currency. The Exchange Rate Agent shall promptly give written notice to the
Company and the Trustee for the appropriate series of Securities of any such
decision or determination.

            In the event that the Company determines in good faith that a
Conversion Event has occurred with respect to a Foreign Currency, the Company
will immediately give written notice thereof to the Trustee of the appropriate
series of Securities and to the Exchange Rate Agent (and such Trustee will
promptly thereafter give notice in the manner provided in Section 106 to the
affected Holders) specifying the Conversion Date. In the event the Company so
determines that a Conversion Event has occurred with respect to the euro or any
other currency unit in which Securities are denominated or payable, the Company
will immediately give written


                                       39
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notice thereof to the Trustee of the appropriate series of Securities and to the
Exchange Rate Agent (and such Trustee will promptly thereafter give notice in
the manner provided in Section 106 to the affected Holders) specifying the
Conversion Date and the Specified Amount of each Component Currency on the
Conversion Date. In the event the Company determines in good faith that any
subsequent change in any Component Currency as set forth in the definition of
Specified Amount above has occurred, the Company will similarly give written
notice to the Trustee of the appropriate series of Securities and to the
Exchange Rate Agent.

            The Trustee of the appropriate series of Securities shall be fully
justified and protected in conclusively relying and acting upon information
received by it from the Company and the Exchange Rate Agent and shall not
otherwise have any duty or obligation to determine the accuracy or validity of
such information independent of the Company or the Exchange Rate Agent.

            SECTION 313 Appointment and Resignation of Successor Exchange Rate
Agent.

            (a) Unless otherwise specified pursuant to Section 301, if and so
long as the Securities of any series (i) are denominated in a Foreign Currency
or (ii) may be payable in a Foreign Currency, or so long as it is required under
any other provision of this Indenture, then the Company will maintain with
respect to each such series of Securities, or as so required, at least one
Exchange Rate Agent. The Company will cause the Exchange Rate Agent to make the
necessary foreign exchange determinations at the time and in the manner
specified pursuant to Section 301 for the purpose of determining the applicable
rate of exchange and, if applicable, for the purpose of converting the issued
Foreign Currency into the applicable payment Currency for the payment of
principal (and premium, if any) and interest, if any, pursuant to Section 312.

            (b) No resignation of the Exchange Rate Agent and no appointment of
a successor Exchange Rate Agent pursuant to this Section shall become effective
until the acceptance of appointment by the successor Exchange Rate Agent as
evidenced by a written instrument delivered to the Company and the Trustee of
the appropriate series of Securities accepting such appointment executed by the
successor Exchange Rate Agent.

            (c) If the Exchange Rate Agent shall resign, be removed or become
incapable of acting, or if a vacancy shall occur in the office of the Exchange
Rate Agent for any cause, with respect to the Securities of one or more series,
the Company, by or pursuant to a Board Resolution, shall promptly appoint a
successor Exchange Rate Agent or Exchange Rate Agents with respect to the
Securities of that or those series (it being understood that any such successor
Exchange Rate Agent may be appointed with respect to the Securities of one or
more or all of such series and that, unless otherwise specified pursuant to
Section 301, at any time there shall only be one Exchange Rate Agent with
respect to the Securities of any particular series that are originally issued by
the Company on the same date and that are initially denominated and/or payable
in the same Currency).


                                       40
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            SECTION 314 CUSIP Numbers.

            The Company in issuing the Securities may use "CUSIP" numbers (if
then generally in use), and, if so, the Trustee shall indicate the "CUSIP"
numbers of the Securities 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 Securities or as
contained in any notice of redemption and that reliance may be placed only on
the other identification numbers printed on the Securities, and any such
redemption shall not be affected by any defect in or omission of such numbers.
The Company will promptly notify the Trustee of any change in the "CUSIP"
numbers.

                                  ARTICLE FOUR

                           SATISFACTION AND DISCHARGE

            SECTION 401 Satisfaction and Discharge of Indenture.

            Unless otherwise specified pursuant to Section 301, this Indenture
shall upon Company Request cease to be of further effect with respect to any
series of Securities specified in such Company Request (except as to any
surviving rights of registration of transfer or exchange of Securities of such
series expressly provided for herein or pursuant hereto and any right to receive
Additional Amounts, as provided in Section 1005), and the Trustee, upon receipt
of a Company Order, and at the expense of the Company, shall execute proper
instruments acknowledging satisfaction and discharge of this Indenture as to
such series when

            (1) either

                  (A) all Securities of such series theretofore authenticated
            and delivered and all coupons, if any, appertaining thereto (other
            than (i) coupons appertaining to Bearer Securities surrendered for
            exchange for Registered Securities and maturing after such exchange,
            whose surrender is not required or has been waived as provided in
            Section 305, (ii) Securities and coupons of such series which have
            been destroyed, lost or stolen and which have been replaced or paid
            as provided in Section 306, (iii) coupons appertaining to Securities
            called for redemption and maturing after the relevant Redemption
            Date, whose surrender has been waived as provided in Section 1106,
            and (iv) Securities and coupons of such series for whose payment
            money has theretofore been deposited in trust or segregated and held
            in trust by the Company and thereafter repaid to the Company or
            discharged from such trust, as provided in Section 1003) have been
            delivered to the Trustee for cancellation; or

                  (B) all Securities of such series and, in the case of (I) or
            (II) below, any coupons appertaining thereto not theretofore
            delivered to the Trustee for cancellation

                        (I) have become due and payable, or


                                       41
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                        (II) will become due and payable at their Stated
                  Maturity within one year, or

                        (III) if redeemable at the option of the Company, are to
                  be called for redemption within one year under arrangements
                  satisfactory to the Trustee for the giving of notice of
                  redemption by the Trustee in the name, and at the expense, of
                  the Company,

                  and the Company, in the case of (I), (II) or (III) above, has
                  irrevocably deposited or caused to be deposited with the
                  Trustee as trust funds in trust for such purpose an amount in
                  the Currency in which the Securities of such series are
                  payable, sufficient to pay and discharge the entire
                  indebtedness on such Securities and such coupons not
                  theretofore delivered to the Trustee for cancellation,
                  including the principal (and premium, if any) and interest, if
                  any, to the date of such deposit (in the case of Securities
                  which have become due and payable) or to the Stated Maturity
                  or Redemption Date, as the case may be;

            (2) the Company has paid or caused to be paid all other sums payable
      hereunder by the Company; and

            (3) the Company has delivered to the Trustee an Officers'
      Certificate and an Opinion of Counsel, each stating that all conditions
      precedent herein provided for relating to the satisfaction and discharge
      of this Indenture as to such series have been complied with.

Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee and any predecessor Trustee under
Section 606, the obligations of the Company to any Authenticating Agent under
Section 611 if money shall have been deposited with the Trustee pursuant to
subclause (B) of clause (1) of this Section, the obligations of the Trustee
under Section 402 and the last paragraph of Section 1003 and the obligations of
the Company and the Trustee with respect to Securities of such series under
Sections 305, 306, 1002 and 1005, with respect to the payment of Additional
Amounts, if any, with respect to any rights of Holders to require the Company to
repay such Securities as contemplated by Section 1301 and with respect to any
rights of Holders to convert or exchange such Securities into other Securities,
shall survive. These obligations shall continue to be governed and construed in
accordance with Section 111.

            SECTION 402 Application of Trust Funds.

            Subject to the provisions of the last paragraph of Section 1003, all
money deposited with the Trustee pursuant to Section 401 shall be held in trust
and applied by it, in accordance with the provisions of the Securities, the
coupons 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, if any, for whose payment such money has been
deposited with or


                                       42
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received by the Trustee, but such money need not be segregated from other funds
except to the extent required by law.

                                  ARTICLE FIVE

                                    REMEDIES

            SECTION 501 Events of Default.

            "Event of Default", wherever used herein with respect to any
particular series of Securities, means any one of the following events as such
events may be otherwise amended in accordance with Section 301 (whatever the
reason for such Event of Default and whether or not 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):

            (1) default in the payment of any interest upon, or any Additional
      Amount payable in respect of, any Security of that series or of any coupon
      appertaining thereto, when such interest or coupon becomes due and
      payable, and continuance of such default for a period of 30 days; or

            (2) default in the payment of the principal of (or premium, if any,
      on) any Security of that series when it becomes due and payable at its
      Maturity; or

            (3) default in the deposit of any sinking fund payment, when and as
      due by the terms of any Security of that series; or

            (4) default in the performance, or breach, of any covenant or
      agreement of the Company or any Subsidiary Guarantor in this Indenture
      with respect to any Security of that series (other than a covenant or
      agreement a default in whose performance or whose breach is elsewhere in
      this Section specifically dealt with), and continuance of such default or
      breach for a period of 60 days after there has been given, by registered
      or certified mail, to the Company or such Subsidiary Guarantor, as the
      case may be, by the Trustee or to the Company or such Subsidiary
      Guarantor, as the case may be, and the Trustee by the Holders of at least
      25% in principal amount of the Outstanding Securities of that series a
      written notice specifying such default or breach and requiring it to be
      remedied and stating that such notice is a "Notice of Default" hereunder;
      or

            (5) the Company or any Subsidiary Guarantor pursuant to or within
      the meaning of any Bankruptcy Law:

                  (A) commences a voluntary case or proceedings,

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


                                       43
   51

                  (C) consents to the appointment of a Custodian of it or for
            all or substantially all of its property,

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

                  (E) issues a public announcement admitting its inability to
            pay its debts generally as they become due; or

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

                  (A) is for relief against the Company or any Subsidiary
            Guarantor in an involuntary case,

                  (B) appoints a Custodian of the Company or any Subsidiary
            Guarantor or for all or substantially all of its property, or

                  (C) orders the winding-up or liquidation of the Company or any
            Subsidiary Guarantor, and the order or decree remains unstayed and
            in effect for 90 days; or

            (7) any Subsidiary Guarantor repudiates its obligations under any
      Subsidiary Guarantee or, except as permitted by this Indenture, any
      Subsidiary Guarantee is determined to be unenforceable or invalid or shall
      for any reason cease to be in full force and effect; or

            (8) any other Event of Default provided with respect to Securities
      of that series.

The term "Bankruptcy Law" means title 11, U.S. Code or any similar foreign,
Federal or State law for the relief of debtors. The term "Custodian" means any
custodian, receiver, trustee, assignee, liquidator or other similar official
under any Bankruptcy Law.

            SECTION 502 Acceleration of Maturity; Rescission and Annulment.

            If an Event of Default (other than an Event of Default specified in
Section 501(5) or 501(6) with respect to the Company) with respect to Securities
of any series at the time Outstanding occurs and is continuing, then and in
every such case the Trustee or the Holders of not less than 25% in principal
amount of the Outstanding Securities of that series may declare the principal
(or, if any Securities are Original Issue Discount Securities or Indexed
Securities, such portion of the principal as may be specified in the terms
thereof) and accrued interest of all the Securities of that series to be due and
payable immediately, by a notice in writing to the Company (and to the Trustee
if given by the Holders), and upon any such declaration such principal or
specified portion thereof and interest shall become immediately due and payable.
If an Event of Default specified in Section 501(5) or 501(6) with respect to the
Company or any Subsidiary Guarantor occurs, the amounts described above with
respect to the Outstanding Securities of all series shall ipso facto become and
be immediately due and payable without any declaration or other act on the part
of the Trustee or any Holder. Upon payment of such


                                       44
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principal and interest, all of the Company's obligations under the Securities of
such Series and this Indenture, other than obligations under Section 606, shall
terminate.

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

            (1) the Company or any Subsidiary Guarantor has paid or deposited
      with the Trustee a sum sufficient in cash to pay all principal, interest
      and Additional Amounts which have become due other than by such
      declaration of acceleration, interest or any such overdue amounts, and
      amounts owing the Trustee;

            (2) all Events of Default with respect to Securities of that series,
      other than the nonpayment of the principal of (or premium, if any) or
      interest on Securities of that series which have become due solely by such
      declaration of acceleration, have been cured or waived as provided in
      Section 513; and

            (3) such rescission would not conflict with any judgment or decree
      of a court of competent jurisdiction.

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

            SECTION 503 Collection of Indebtedness and Suits for Enforcement by
Trustee.

            The Company covenants that if:

            (1) default is made in the payment of any installment of interest or
      Additional Amounts on any Security of any series and any related coupon
      when such interest or Additional Amounts becomes due and payable and such
      default continues for a period of 30 days, or

            (2) default is made in the payment of the principal of (or premium,
      if any, on) any Security of any series at its Maturity,

then the Company will, upon demand of the Trustee, pay to the Trustee, for the
benefit of the Holders of Securities of such series and coupons, the whole
amount then due and payable on such Securities and coupons for principal (and
premium, if any) and interest, if any, with interest upon any overdue principal
(and premium, if any) and, to the extent that payment of such interest shall be
legally enforceable, upon any overdue installments of interest, if any, at the
rate or rates borne by or provided for in such Securities, and, in addition
thereto, such further amount as shall be sufficient to cover the costs and
expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel.

            If the Company fails to pay such amounts forthwith upon such demand,
the Trustee, in its own name and as trustee of an express trust, may institute a
judicial proceeding for


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the collection of the sums so due and unpaid, and may prosecute such proceeding
to judgment or final decree, and may enforce the same against the Company or any
other obligor upon Securities of such series and collect the moneys adjudged or
decreed to be payable in the manner provided by law out of the property of the
Company or any other obligor upon such Securities of such series, wherever
situated.

            If an Event of Default with respect to Securities of any series
occurs and is continuing, the Trustee may in its discretion proceed to protect
and enforce its rights and the rights of the Holders of Securities of such
series and any related coupons by such appropriate judicial proceedings as the
Trustee shall deem most effectual to protect and enforce any such rights,
whether for the specific enforcement of any covenant or agreement in this
Indenture or in aid of the exercise of any power granted herein, or to enforce
any other proper remedy.

            SECTION 504 Trustee May File Proofs of Claim.

            In case of the pendency of any receivership, insolvency,
liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or
other judicial proceeding relative to the Company, any Subsidiary Guarantor or
any other obligor upon the Securities or the property of the Company, such
Subsidiary Guarantor or of such other obligor or their creditors, the Trustee
(irrespective of whether the principal of the Securities of any series shall
then be due and payable as therein expressed or by declaration or otherwise and
irrespective of whether the Trustee shall have made any demand on the Company
for the payment of any overdue principal, premium or interest) shall be entitled
and empowered, by intervention in such proceeding or otherwise:

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

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

and any custodian, receiver, assignee, trustee, liquidator, sequestrator (or
other similar official) in any such judicial proceeding is hereby authorized by
each Holder of Securities of such series and coupons 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 and any predecessor Trustee, their agents and counsel, and any other
amounts due the Trustee or any predecessor Trustee under Section 606.

            Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder of a Security
or coupon any plan of reorganization, arrangement, adjustment or composition
affecting the Securities or coupons or


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the rights of any Holder thereof, or to authorize the Trustee to vote in respect
of the claim of any Holder of a Security or coupon in any such proceeding.

            SECTION 505 Trustee May Enforce Claims Without Possession of
Securities or Coupons.

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

            SECTION 506 Application of Money Collected.

            Any money collected by the Trustee pursuant to this Article shall be
applied in the following order, at the date or dates fixed by the Trustee and,
in case of the distribution of such money on account of principal (or premium,
if any) or interest, if any, upon presentation of the Securities or coupons, or
both, as the case may be, and the notation thereon of the payment if only
partially paid and upon surrender thereof if fully paid:

            FIRST: To the payment of all amounts due the Trustee and any
      predecessor Trustee under Section 606;

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

            THIRD: To the payment of the remainder, if any, to the Company.

            SECTION 507 Limitation on Suits.

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

                  (1) such Holder has previously given written notice to the
            Trustee of a continuing Event of Default with respect to the
            Securities of that series;

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


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

            (4) the Trustee for 60 days after its receipt of such notice,
      request and offer of indemnity has failed to institute any such
      proceeding; and

            (5) no direction inconsistent with such written request has been
      given to the Trustee during such 60-day period by the Holders of a
      majority in principal amount of the Outstanding Securities of that series;

it being understood and intended that no one or more of such Holders shall have
any right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture to affect, disturb or prejudice the rights of any other of
such Holders, or to obtain or to seek to obtain priority or preference over any
other of such Holders or to enforce any right under this Indenture, except in
the manner herein provided and for the equal and ratable benefit of all such
Holders.

            SECTION 508 Unconditional Right of Holders to Receive Principal,
Premium and Interest and Additional Amounts, if Any.

            Notwithstanding any other provision in this Indenture, the Holder of
any Security or coupon shall have the right which is absolute and unconditional
to receive payment of the principal of (and premium, if any) and (subject to
Sections 305 and 307) interest, if any, and Additional Amounts, if any, on such
Security or payment of such coupon on the respective due dates expressed in such
Security or coupon (or, in the case of redemption, on the Redemption Date) and
to institute suit for the enforcement of any such payment, and such rights shall
not be impaired without the consent of such Holder.

            SECTION 509 Restoration of Rights and Remedies.

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

            SECTION 510 Rights and Remedies Cumulative.

            Except as otherwise provided with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Securities or coupons in the
last paragraph of Section 306, no right or remedy herein conferred upon or
reserved to the Trustee or to the Holders of Securities or coupons is intended
to be exclusive of any other right or remedy, and every right and remedy shall,
to the extent permitted by law, be cumulative and in addition to every other
right and remedy given hereunder or now or hereafter existing at law or in
equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.


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            SECTION 511 Delay or Omission Not Waiver.

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

            SECTION 512 Control by Holders of Securities.

            The Holders of a majority in principal amount of the Outstanding
Securities of any series shall have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee or
exercising any trust or power conferred on the Trustee with respect to the
Securities of such series, provided that

            (1) such direction shall not be in conflict with any rule of law or
      with this Indenture,

            (2) the Trustee may take any other action deemed proper by the
      Trustee which is not inconsistent with such direction, and

            (3) the Trustee need not take any action which might involve it in
      personal liability or be unjustly prejudicial to the Holders of Securities
      of such series not consenting.

            SECTION 513 Undertaking for Costs.

            All parties to this Indenture agree that 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 attorney's fees and expenses,
against any party litigant in the suit, having due regard to the merits and good
faith of the claims or defenses made by the party litigant, provided that this
Section 513 shall not apply to a suit by the Trustee, a suit by a Holder
pursuant to Section 508 hereof, or a suit by Holders of more than 10% in
principal amount of the then Outstanding Securities.

            SECTION 514 Waiver of Past Defaults.

            The Holders of not less than a majority in principal amount of the
Outstanding Securities of any series may on behalf of the Holders of all the
Securities of such series and any related coupons waive any past default
hereunder with respect to such series and its consequences, except a default

            (1) in the payment of the principal of (or premium, if any) or
      interest, if any, or Additional Amounts on any Security of such series or
      any related coupons, or


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   57

            (2) in respect of a covenant or provision hereof which under Article
      Nine cannot be modified or amended without the consent of the Holder of
      each Outstanding Security of such series affected.

            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 Event of Default or impair any right consequent thereon.

            SECTION 515 Waiver of Usury, Stay or Extension Laws.

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

                                   ARTICLE SIX

                                   THE TRUSTEE

            SECTION 601 Notice of Defaults.

            Within five days after the earlier of receipt from the Company of
notice of the occurrence of a Default or Event of Default hereunder or the date
such occurrence hereunder actually becomes known to a Responsible Officer of the
Trustee, the Trustee shall transmit to all Holders of Securities of such series,
in the manner and to the extent provided in TIA Section 313(c), notice of such
Default hereunder known to the Trustee, unless such Default shall have been
cured or waived; provided, however, that, except in the case of a Default in the
payment of the principal of (or premium, if any) or interest, if any, on any
Security of such series, or in the payment of any sinking or purchase fund
installment with respect to the Securities of such series, the Trustee shall be
protected in withholding such notice if and so long as the board of directors,
the executive committee or a trust committee of directors and/or Responsible
Officers of the Trustee in good faith determines that the withholding of such
notice is in the interests of the Holders of the Securities and coupons of such
series; and provided further that in the case of any Default or breach of the
character specified in Section 501(4) with respect to the Securities and coupons
of such series, no such notice to Holders shall be given until at least 60 days
after the occurrence thereof unless otherwise specified in accordance with
Section 301.

            SECTION 602 Certain Rights of Trustee.

            Subject to the provisions of TIA Section 315(a) through 315(d):


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

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

            (3) Any request or direction of the Company mentioned herein shall
      be sufficiently evidenced by a Company Request or Company Order (other
      than delivery of any Security, together with any coupons appertaining
      thereto, to the Trustee for authentication and delivery pursuant to
      Section 303 which shall be sufficiently evidenced as provided therein) and
      any resolution of the Board of Directors may be sufficiently evidenced by
      a Board Resolution.

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

            (5) The Trustee shall not be liable with respect to any action taken
      or omitted to be taken by it in good faith in accordance with the
      direction of the Holders of a majority in principal amount of the
      Outstanding Securities of any series, determined as provided in Sections
      101 and 104.

            (6) Whenever in the administration of this Indenture the Trustee
      shall deem it desirable that a matter be proved or established prior to
      taking, suffering or omitting any action hereunder, the Trustee (unless
      other evidence be herein specifically prescribed) may, in the absence of
      bad faith on its part, rely upon a Board Resolution, an Opinion of Counsel
      or an Officers' Certificate.

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

            (8) 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 of Securities of any series or any related
      coupons pursuant to this Indenture, unless such Holders shall have offered
      to the Trustee security or indemnity reasonably satisfactory to the
      Trustee against the costs, expenses and liabilities which might be
      incurred by it in compliance with such request or direction.

            (9) The Trustee shall not be bound to make any investigation into
      the facts or matters stated in any resolution, certificate, statement,
      instrument, opinion, report, notice, request, direction, consent, order,
      bond, debenture, note, coupon or other paper or document, but the Trustee,
      in its discretion, may make such further inquiry or


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      investigation into such facts or matters as it may see fit, and, if the
      Trustee shall determine to make such further inquiry or investigation, it
      shall be entitled to examine the books, records and premises of the
      Company, personally or by agent or attorney but in the case of any
      certificate or opinion specifically required by the Indenture to be
      delivered to the Trustee, the Trustee shall have a duty to examine the
      same to determine whether they conform to the Indenture requirements.

            (10) The Trustee may execute any of the trusts or powers hereunder
      or perform any duties hereunder either directly or by or through agents or
      attorneys and the Trustee shall not be responsible for any misconduct or
      negligence on the part of any agent or attorney appointed with due care by
      it hereunder.

            (11) The Trustee shall not be liable for any action taken, suffered
      or omitted by it in good faith and believed by it to be authorized or
      within the discretion or rights or powers conferred upon it by this
      Indenture other than any liabilities arising out of the negligence of the
      Trustee.

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

            (13) The Trustee may request that the Company deliver an Officers'
      Certificate setting forth the names of individuals and/or titles of
      officers authorized at such time to take specified actions pursuant to
      this Indenture, which Officers' Certificate may be signed by any person
      authorized to sign an Officers' Certificate, including any person
      specified as so authorized in any such certificate previously delivered
      and not superseded.

            The Trustee shall not be required to expend or risk its own funds or
otherwise incur any financial liability in the performance of any of its duties
hereunder, or in the exercise of any of its rights or powers, if it shall have
reasonable grounds for believing that repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured to it.

            SECTION 603 Not Responsible for Recitals or Issuance of Securities.

            The recitals contained herein and in the Securities, except the
Trustee's certificate of authentication, and in any coupons shall be taken as
the statements of the Company, and neither the Trustee nor any Authenticating
Agent assumes any responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the
Securities or coupons, except that the Trustee represents that it is duly
authorized to execute and deliver this Indenture, authenticate the Securities
and perform its obligations hereunder and that the statements made by it in a
Statement of Eligibility on Form T-1 supplied to the Company are true and
accurate, subject to the qualifications set forth therein. Neither the Trustee
nor any Authenticating Agent shall be accountable for the use or application by
the Company of Securities or the proceeds thereof.


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            SECTION 604 May Hold Securities.

            The Trustee, any Paying Agent, Security Registrar, Authenticating
Agent or any other agent of the Company or the Subsidiary Guarantors, in its
individual or any other capacity, may become the owner or pledgee of Securities
and coupons and, subject to TIA Sections 310(b) and 311, may otherwise deal with
the Company with the same rights it would have if it were not Trustee, Paying
Agent, Security Registrar, Authenticating Agent or such other agent.

            SECTION 605 Money Held in Trust.

            Money held by the Trustee in trust hereunder need not be segregated
from other funds except to the extent required by law. The Trustee shall be
under no liability for interest on any money received by it hereunder except as
otherwise agreed with the Company.

            SECTION 606 Compensation and Reimbursement.

            The Company agrees:

            (1) to pay to the Trustee from time to time such compensation for
      all services rendered by it hereunder as shall be agreed upon in writing
      from time to time (which compensation shall not be limited by any
      provision of law in regard to the compensation of a trustee of an express
      trust);

            (2) except as otherwise expressly provided herein, to reimburse each
      of the Trustee and any predecessor Trustee upon its request for all
      reasonable expenses, disbursements and advances incurred or made by the
      Trustee in accordance with any provision of this Indenture (including the
      reasonable compensation and the expenses and disbursements of its agents
      and counsel), except any such expense, disbursement or advance as may be
      attributable to its negligence or bad faith; and

            (3) to indemnify each of the Trustee and any predecessor Trustee
      for, and to hold it harmless against, any loss, damage, claims, liability
      or expense incurred without negligence or bad faith on its own part,
      arising out of or in connection with the acceptance or administration of
      the trust or trusts hereunder, including the costs and expenses of
      defending itself against any claim (whether asserted by 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.

            As security for the performance of the obligations of the Company
under this Section, the Trustee shall have a claim prior to the Securities upon
all property and funds held or collected by the Trustee as such, except funds
held in trust for the payment of principal of (or premium, if any) or interest,
if any, on particular Securities or any coupons.

            When the Trustee incurs expenses or renders services after an Event
of Default specified in Section 501(5) or (6) occurs, the expenses and
compensation for the services are intended to constitute expenses of
administration under any Bankruptcy Law.


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            SECTION 607 Corporate Trustee Required; Eligibility.

            There shall at all times be a Trustee hereunder which shall be
eligible to act as Trustee under TIA Section 310(a)(1) and shall have a combined
capital and surplus of at least $50,000,000. If such corporation publishes
reports of condition at least annually, pursuant to law or the requirements of
Federal, State, Territorial or District of Columbia supervising or examining
authority, then for the purposes of this Section, the combined capital and
surplus of such corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. If at
any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section, it shall resign immediately in the manner and with
the effect hereinafter specified in this Article.

            SECTION 608 Resignation and Removal; Appointment of Successor.

            (a) No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee in accordance with the
applicable requirements of Section 609.

            (b) The Trustee may resign at any time with respect to the
Securities of one or more series by giving written notice thereof to the
Company.

            (c) The Trustee may be removed at any time with respect to the
Securities of any series by Act of the Holders of a majority in principal amount
of the Outstanding Securities of such series delivered to the Trustee and to the
Company.

            (d) If at any time:

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

                  (2) the Trustee shall cease to be eligible under Section 607
            and shall fail to resign after written request therefor by the
            Company or by any Holder of a Security who has been a bona fide
            Holder of a Security for at least six months, or

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

then, in any such case, (i) the Company by or pursuant to a Board Resolution may
remove the Trustee and appoint a successor Trustee with respect to all
Securities, or (ii) subject to TIA Section 315(e), any Holder of a Security who
has been a bona fide Holder of a Security for at least six months may, on behalf
of himself and all others similarly situated, petition any court of competent
jurisdiction for the removal of the Trustee with respect to all Securities and
the appointment of a successor Trustee or Trustees.


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            (e) If an instrument of acceptance by a successor Trustee shall not
have been delivered to the Trustee within 30 days after the giving of a notice
of resignation or the delivery of an Act of removal, the Trustee resigning or
being removed or any Holder who has been a bona fide Holder of Securities for at
least six months, may petition any court of competent jurisdiction for the
appointment of a successor Trustee.

            (f) If the Trustee shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the office of Trustee for any cause with
respect to the Securities of one or more series, the Company, by or pursuant to
a Board Resolution, shall promptly appoint a successor Trustee or Trustees with
respect to the Securities of that or those series (it being understood that any
such successor Trustee may be appointed with respect to the Securities of one or
more or all of such series and that at any time there shall be only one Trustee
with respect to the Securities of any particular series). If, within one year
after such resignation, removal or incapability, or the occurrence of such
vacancy, a successor Trustee with respect to the Securities of any series shall
be appointed by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series delivered to the Company and the retiring
Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance
of such appointment, become the successor Trustee with respect to the Securities
of such series and to that extent supersede the successor Trustee appointed by
the Company. If no successor Trustee with respect to the Securities of any
series shall have been so appointed by the Company or the Holders of Securities
and accepted appointment in the manner hereinafter provided, any Holder of a
Security who has been a bona fide Holder of a Security of such series for at
least six months may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the appointment of a successor
Trustee with respect to Securities of such series.

            (g) The Company shall give notice of each resignation and each
removal of the Trustee with respect to the Securities of any series and each
appointment of a successor Trustee with respect to the Securities of any series
in the manner provided for notices to the Holders of Securities in Section 106.
Each notice shall include the name of the successor Trustee with respect to the
Securities of such series and the address of its Corporate Trust Office.

            SECTION 609 Acceptance of Appointment by Successor.

            (a) In case of the appointment hereunder of a successor Trustee with
respect to all Securities, every such successor Trustee shall execute,
acknowledge and deliver to the Company and to the retiring Trustee an instrument
accepting such appointment, and thereupon the resignation or removal of the
retiring Trustee shall become effective and such successor Trustee, without any
further act, deed or conveyance, shall become vested with all the rights,
powers, trusts and duties of the retiring Trustee; but, on request of the
Company or the successor Trustee, such retiring Trustee shall, upon payment of
its charges, execute and deliver an instrument transferring to such successor
Trustee all the rights, powers and trusts of the retiring Trustee, and shall
duly assign, transfer and deliver to such successor Trustee all property and
money held by such retiring Trustee hereunder, subject nevertheless to its
claim, if any, provided for in Section 606.

            (b) In case of the appointment hereunder of a successor Trustee with
respect to the Securities of one or more (but not all) series, the Company, the
Subsidiary Guarantors, if


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applicable, the retiring Trustee and each successor Trustee with respect to the
Securities of one or more series shall execute and deliver an indenture
supplemental hereto wherein each successor Trustee shall accept such appointment
and which (1) shall contain such provisions as shall be necessary or desirable
to transfer and confirm to, and to vest in, each successor Trustee all the
rights, powers, trusts and duties of the retiring Trustee with respect to the
Securities of that or those series to which the appointment of such successor
Trustee relates, (2) if the retiring Trustee is not retiring with respect to all
Securities, shall contain such provisions as shall be deemed necessary or
desirable to confirm that all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities of that or those series as to
which the retiring Trustee is not retiring shall continue to be vested in the
retiring Trustee, and (3) shall add to or change any of the provisions of this
Indenture as shall be necessary to provide for or facilitate the administration
of the trusts hereunder by more than one Trustee, it being understood that
nothing herein or in such supplemental indenture shall constitute such Trustees
co-trustees of the same trust and that each such Trustee shall be trustee of a
trust or trusts hereunder separate and apart from any trust or trusts hereunder
administered by any other such Trustee; and upon the execution and delivery of
such supplemental indenture the resignation or removal of the retiring Trustee
shall become effective to the extent provided therein and each such successor
Trustee, without any further act, deed or conveyance, shall become vested with
all the rights, powers, trusts and duties of the retiring Trustee with respect
to the Securities of that or those series to which the appointment of such
successor Trustee relates; but, on request of the Company or any successor
Trustee, such retiring Trustee shall duly assign, transfer and deliver to such
successor Trustee all property and money held by such retiring Trustee hereunder
with respect to the Securities of that or those series to which the appointment
of such successor Trustee relates.

            (c) Upon request of any such successor Trustee, the Company shall
execute any and all instruments for more fully and certainly vesting in and
confirming to such successor Trustee all such rights, powers and trusts referred
to in paragraph (a) or (b) of this Section, as the case may be.

            (d) No successor Trustee shall accept its appointment unless at the
time of such acceptance such successor Trustee shall be qualified and eligible
under this Article.

            SECTION 610 Merger, Conversion, Consolidation or Succession to
Business.

            Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all of the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder,
provided such corporation shall be otherwise qualified and eligible under this
Article, without the execution or filing of any paper or any further act on the
part of any of the parties hereto. In case any Securities or coupons shall have
been authenticated, but not delivered, by the Trustee then in office, any
successor by merger, conversion or consolidation to such authenticating Trustee
may adopt such authentication and deliver the Securities or coupons so
authenticated with the same effect as if such successor Trustee had itself
authenticated such Securities or coupons. In case any Securities or coupons
shall not have been authenticated by such predecessor Trustee, any such
successor Trustee may authenticate and deliver such


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Securities or coupons, in either its own name or that of its predecessor
Trustee, with the full force and effect which this Indenture provides for the
certificate of authentication of the Trustee.

            SECTION 611 Appointment of Authenticating Agent.

            At any time when any of the Securities remain Outstanding, the
Trustee may appoint an Authenticating Agent or Agents with respect to one or
more series of Securities which shall be authorized to act on behalf of the
Trustee to authenticate Securities of such series issued upon exchange,
registration of transfer or partial redemption thereof, and Securities so
authenticated shall be entitled to the benefits of this Indenture and shall be
valid and obligatory for all purposes as if authenticated by the Trustee
hereunder. Any such appointment shall be evidenced by an instrument in writing
signed by a Responsible Officer of the Trustee, a copy of which instrument shall
be promptly furnished to the Company. Wherever reference is made in this
Indenture to the authentication and delivery of Securities by the Trustee or the
Trustee's certificate of authentication, such reference shall be deemed to
include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent. Each Authenticating Agent shall be
reasonably acceptable to the Company and, except as may otherwise be provided
pursuant to Section 301, shall at all times be a bank or trust company or
corporation organized and doing business and in good standing under the laws of
the United States of America or of any State or the District of Columbia,
authorized under such laws to act as Authenticating Agent, having a combined
capital and surplus of not less than $50,000,000 and subject to supervision or
examination by Federal or State authorities. If such Authenticating Agent
publishes reports of condition at least annually, pursuant to law or the
requirements of the aforesaid supervising or examining authority, then for the
purposes of this Section, the combined capital and surplus of such
Authenticating Agent shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. In case at any
time an Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, such Authenticating Agent shall resign immediately
in the manner and with the effect specified in this Section.

            Any corporation into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which such Authenticating Agent
shall be a party, or any corporation succeeding to the corporate agency or
corporate trust business of an Authenticating Agent, shall continue to be an
Authenticating Agent, provided such corporation shall be otherwise eligible
under this Section, without the execution or filing of any paper or further act
on the part of the Trustee or the Authenticating Agent.

            An Authenticating Agent for any series of Securities may at any time
resign by giving written notice of resignation to the Trustee for such series
and to the Company. The Trustee for any series of Securities may at any time
terminate the agency of an Authenticating Agent by giving written notice of
termination to such Authenticating Agent and to the Company. Upon receiving such
a notice of resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee for such series may appoint a successor
Authenticating Agent which shall be acceptable to the Company and shall give
notice of such appointment to all Holders of Securities of the series with
respect to which such Authenticating Agent will serve in the manner set forth


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in Section 106. Any successor Authenticating Agent upon acceptance of its
appointment hereunder shall become vested with all the rights, powers and duties
of its predecessor hereunder, with like effect as if originally named as an
Authenticating Agent herein. No successor Authenticating Agent shall be
appointed unless eligible under the provisions of this Section.

            The Company agrees to pay to each Authenticating Agent from time to
time reasonable compensation including reimbursement of its reasonable expenses
for its services under this Section.

            If an appointment with respect to one or more series is made
pursuant to this Section, the Securities of such series may have endorsed
thereon, in addition to or in lieu of the Trustee's certificate of
authentication, an alternate certificate of authentication substantially in the
following form:

            This is one of the Securities of the series designated therein
referred to in the within-mentioned Indenture.

                              THE BANK OF NEW YORK
                                   as Trustee


                              By ___________________________
                                 as Authenticating Agent


                              By ___________________________
                                 Authorized Signatory

            SECTION 612 Conflicting Interests.

            (a) The Trustee shall comply with the provisions of Section 310(b)
of the Trust Indenture Act.

            (b) The indenture dated as of December 16, 1996, for the Company's
10 3/4 % Senior Subordinated Notes due 2006 between the Company and The Bank of
New York shall be deemed to be specifically described herein for the purposes of
clause (i) of the first proviso contained in Section 310(b) of the TIA.

            SECTION 613 Appointment of Co-Trustee.

            (A) For the purpose of meeting any legal requirements of any
jurisdiction in which the Company may at the time be located in connection with
the enforcement of any right or the taking of any action on behalf of the
Holders of any Securities issued hereunder, the Trustee shall have the power and
may execute and deliver all instruments necessary to appoint one or more Persons
to act as a co-trustee or co-trustees, or separate trustee or separate trustees,
such powers, duties, obligations, rights and trusts as the Trustee may consider
necessary or desirable. Each co-trustee or separate trustee hereunder shall be
required to meet the terms of eligibility as a trustee under Section 607. The
Trustee shall promptly notify the Holders and the Company of the appointment of
a co-trustee or separate trustee under this section.


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            (B) Every separate trustee and co-trustee shall, to the extent
permitted by law, be appointed and act subject to the following provisions and
conditions:

            (a) all rights, powers, duties and obligations conferred or imposed
      upon the Trustee shall be conferred or imposed upon and exercised or
      performed by the Trustee and such separate trustee or co-trustee jointly
      (it being understood that such separate trustee or co-trustee is not
      authorized to act separately without the Trustee joining in such act),
      except to the extent that under any law of any jurisdiction in which any
      particular act or acts are to be performed the Trustee shall be
      incompetent or unqualified to perform such act or acts, in which event
      such rights, powers, duties and obligations shall be exercised and
      performed singly by such separate trustee or co-trustee, but solely at the
      direction of the Trustee;

            (b) no trustee hereunder shall be personally liable by reason of any
      act or omission of any other trustee hereunder;

            (c) the Trustee may at any time accept the resignation of or remove
      any separate trustee or co-trustee;

            (d) any notice, request or other writing given to the Trustee shall
      be deemed to have been given to each of the then separate trustees and
      co-trustees, as effectively as if given to each of them. Every instrument
      appointing any separate trustee or co-trustee shall refer to this
      Indenture and the conditions of this Article Six. Each separate trustee
      and co-trustee, upon its acceptance of the trusts conferred, shall be
      vested with the estates or property specified in its instrument of
      appointment, either jointly with the Trustee or separately, as may be
      provided therein, subject to all the provisions of this Indenture,
      specifically including every provision of this Indenture relating to the
      conduct of, affecting the liability of, or affording protection or rights
      (including the rights to compensation, reimbursement and indemnification
      hereunder) to, the Trustee. Every such instrument shall be filed with the
      Trustee; and

            (e) any separate trustee or co-trustee may at any time constitute
      the Trustee its agent or attorney-in-fact with full power and authority,
      to the extent not prohibited by law, to do any lawful act under or in
      respect of this Indenture on its behalf and in its name for the purposes
      of enforcing any rights or taking any other action on behalf of the
      Holders of any Securities issued hereunder.

            SECTION 614 Trustee's Application for Instructions from the Company.

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


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date in the case of an omission), the Trustee shall have received written
instructions in response to such application specifying the action to be taken
or omitted.

                                  ARTICLE SEVEN

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

            SECTION 701 Disclosure of Names and Addresses of Holders.

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

            (A) semiannually, not later than 15 days after each Regular Record
      Date for Securities of each series at the time Outstanding, a list in such
      form as the Trustee may reasonably require, of the names and addresses of
      the Holders of Registered Securities as of such Regular Record Date, or if
      there is no Regular Record Date for interest for such series of
      Securities, semiannually, upon such dates as are set forth in the Board
      Resolution, Officers' Certificates indenture supplemental hereto
      authorizing such series, and

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

provided, however, that so long as the Trustee is the Security Registrar, no
such list shall be required to be furnished.

            The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders contained in the most recent
list furnished to the Trustee as provided in Section 701 and the names and
addresses of Holders received by the Trustee in its capacity as Security
Registrar. The Trustee may destroy any list furnished to it as provided in
Section 701 upon receipt of a new list so furnished.

            The rights of the Holders to communicate with other Holders with
respect to their rights under this Indenture or under the Securities, and the
corresponding rights and privileges of the Trustee, shall be as provided by the
Trust Indenture Act.

            Every Holder of Securities or coupons, by receiving and holding the
same, agrees with the Company, the Subsidiary Guarantors and the Trustee that
neither the Company nor any Subsidiary Guarantor nor the Trustee nor any
Authenticating Agent nor any Paying Agent nor any Security Registrar shall be
held accountable by reason of the disclosure of any information as to the names
and addresses of the Holders of Securities in accordance with TIA Section 312,
regardless of the source from which such information was derived, and that the
Trustee shall not be held accountable by reason of mailing any material pursuant
to a request made under TIA Section 312(b).


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            SECTION 702 Reports by Trustee.

            Within 60 days after May 15 of each year commencing with the first
May 15 after the first issuance of Securities pursuant to this Indenture, the
Trustee shall transmit by mail to all Holders of Securities as provided in TIA
Section 313(c) a brief report dated as of such May 15 if required by TIA Section
313(a).

            A copy of each such report shall, at the time of such transmission
to Holders, be filed by the Trustee with each stock exchange, if any, upon which
the Securities are listed, with the Commission and with the Company. The Company
will promptly notify the Trustee of the listing of the Securities on any stock
exchange.

            SECTION 703 Reports by Company and Subsidiary Guarantors.

            The Company and, so long as any Securities in respect of which its
Subsidiary Guarantees have been issued are Outstanding, each of the Subsidiary
Guarantors, will:

            (1) file with the Trustee, within 15 days after the Company or such
      Subsidiary Guarantor, as the case may be, is required to file the same
      with the Commission, copies of the annual reports and of the information,
      documents, and other reports (or copies of such portions of any of the
      foregoing as the Commission may from time to time by rules and regulations
      prescribe) which the Company or such Subsidiary Guarantor, as the case may
      be, may be required to file with the Commission pursuant to Section 13 or
      Section 15(d) of the Securities Exchange Act of 1934; or, if the Company
      or such Subsidiary Guarantor is not required to file information,
      documents or reports pursuant to either of such Sections, then it will
      file with the Trustee and the Commission, in accordance with rules and
      regulations prescribed from time to time by the Commission, such of the
      supplementary and periodic information, documents and reports which may be
      required pursuant to Section 13 of the Securities Exchange Act of 1934 in
      respect of a security listed and registered on a national securities
      exchange as may be prescribed from time to time in such rules and
      regulations;

            (2) file with the Trustee and the Commission, in accordance with
      rules and regulations prescribed from time to time by the Commission, such
      additional information, documents and reports with respect to compliance
      by the Company or such Subsidiary Guarantor, as the case may be, with the
      conditions and covenants of this Indenture as may be required from time to
      time by such rules and regulations; and

            (3) transmit by mail to the Holders of Securities, within 30 days
      after the filing thereof with the Trustee, in the manner and to the extent
      provided in TIA Section 313(c), such summaries of any information,
      documents and reports required to be filed by the Company or such
      Subsidiary Guarantor, as the case may be, pursuant to paragraphs (1) and
      (2) of this Section as may be required by rules and regulations prescribed
      from time to time by the Commission.


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            SECTION 704 Calculation of Original Issue Discount.

            Upon request of the Trustee, the Company shall file with the Trustee
promptly at the end of each calendar year (i) a written notice specifying the
amount of original issue discount (including daily rates and accrual periods),
if any, accrued on Outstanding Securities as of the end of such year and (ii)
such other specific information relating to such original issue discount as may
then be relevant under the Internal Revenue Code of 1986, as amended from time
to time.

                                  ARTICLE EIGHT

                  CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER

            SECTION 801 Company May Consolidate, Etc., Only on Certain Terms.

            The Company shall not consolidate with or merge with or into any
other Person or convey or transfer its properties and assets substantially as
an entirety to any Person, unless:

            (1) either the Company shall be the continuing corporation, or the
      corporation (if other than the Company) formed by such consolidation
      or into which the Company is merged or the Person which acquires by
      conveyance or transfer the properties and assets of the Company
      substantially as an entirety shall expressly assume, by an indenture
      supplemental hereto, executed and delivered to the Trustee, in form
      satisfactory to the Trustee, all of the obligations of the Company under
      this Indenture and on all the Securities and this Indenture;

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

            (3) the Company and the successor Person have delivered to the
      Trustee an Officers' Certificate and an Opinion of Counsel each stating
      that such consolidation, merger, conveyance or transfer and such
      supplemental indenture comply with this Article and that all conditions
      precedent herein provided for relating to such transaction have been
      complied with.

            SECTION 802 Successor Person Substituted.

            Upon any consolidation or merger, or any conveyance or transfer of
the properties and assets of the Company substantially as an entirety in
accordance with Section 801, the successor corporation formed by such
consolidation or into which the Company is merged or the successor Person to
which such conveyance or transfer is made shall succeed to, and be substituted
for, and may exercise every right and power of, the Company under this


                                       62
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Indenture with the same effect as if such successor had been named as the
Company herein; and in the event of any such conveyance or transfer (except by a
lease), the Company shall be discharged from all its obligations and covenants
under this Indenture and the Securities and coupons and may be dissolved and
liquidated.



            Such successor entity thereupon may cause to be signed, and may
issue either in its own name or in the name of the Company, any or all of the
Securities issuable hereunder which theretofore shall not have been signed by
the Company and delivered to the Trustee; and, upon the order of such successor
entity, instead of the Company, and subject to all the terms, conditions and
limitations prescribed in this Indenture, the Trustee shall authenticate and
shall deliver any Securities which previously shall have been signed and
delivered by the officers of the Company to the Trustee for authentication, and
any Securities which such successor entity thereafter shall cause to be signed
and delivered to the Trustee for that purpose. All the Securities of any series
so issued shall in all respects have the same legal rank and benefit under this
Indenture as the Securities of such series theretofore or thereafter issued in
accordance with the terms of this Indenture as though all of such Securities had
been issued at the date of the execution hereof.



            In case of any such merger in which the Company is not the surviving
corporation or any such consolidation, sale, lease, assignment, transfer or
conveyance, such changes in phraseology and form (but not in substance) may be
made in the Securities thereafter to be issued as may be appropriate.


            SECTION 803 Officers' Certificate and Opinion of Counsel.

            Any consolidation, merger, sale, conveyance, assignment, transfer or
lease permitted under Section 801 is also subject to the condition that the
Trustee shall have received an Officers' Certificate and an Opinion of Counsel
to the effect that any such consolidation, merger, sale, conveyance, transfer,
assignment or lease, and the assumption by any successor Person and any such
supplemental indenture, comply with the provisions of this Article and that all
conditions precedent herein provided for relating to such transaction have been
complied with.

                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES

            SECTION 901 Supplemental Indentures Without Consent of Holders.

            Without the consent of any Holders of Securities or coupons, the
Company and, if applicable, the Subsidiary Guarantors, when authorized by or
pursuant to a Board Resolution, and the Trustee, at any time and from time to
time, may enter into one or more indentures supplemental hereto, in form
satisfactory to the Trustee, for any of the following purposes:


                                       63
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            (1) to evidence the succession of another Person to the Company or
      any Subsidiary Guarantor and the assumption by any such successor of the
      covenants of the Company or such Subsidiary Guarantor herein and in the
      Securities contained; or

            (2) to add to the covenants of the Company or the Subsidiary
      Guarantors for the benefit of the Holders of all or any series of
      Securities (and if such covenants are to be for the benefit of less than
      all series of Securities, stating that such covenants are expressly being
      included solely for the benefit of such series) or to surrender any right
      or power herein conferred upon the Company or the Subsidiary Guarantors;
      or

            (3) to add any additional Events of Default for the benefit of the
      Holders of all or any series of Securities (and if such Events of Default
      are to be for the benefit of less than all series of Securities, stating
      that such Events of Default are expressly being included solely for the
      benefit of such series); provided, however, that in respect of any such
      additional Events of Default such supplemental indenture may provide for a
      particular period of grace after default (which period may be shorter or
      longer than that allowed in the case of other defaults) or may provide for
      an immediate enforcement upon such default or may limit the remedies
      available to the Trustee upon such default or may limit the right of the
      Holders of a majority in aggregate principal amount of that or those
      series of Securities to which such additional Events of Default apply to
      waive such default; or

            (4) to add to or change any of the provisions of this Indenture to
      provide that Bearer Securities may be registrable as to principal, to
      change or eliminate any restrictions on the payment of principal of or any
      premium or interest on Bearer Securities, to permit Bearer Securities to
      be issued in exchange for Registered Securities, to permit Bearer
      Securities to be issued in exchange for Bearer Securities of other
      authorized denominations or to permit or facilitate the issuance of
      Securities in uncertificated form; provided that any such action shall not
      adversely affect the interests of the Holders of Securities of any series
      or any related coupons in any material respect; or

            (5) to change or eliminate any of the provisions of this Indenture;
      provided that any such change or elimination shall become effective only
      when there is no Security Outstanding of any series created prior to the
      execution of such supplemental indenture which is entitled to the benefit
      of such provision; or

            (6) to secure the Securities pursuant to the requirements of such
      indenture supplement, if applicable; or

            (7) to establish the form or terms of Securities of any series and
      any related coupons as permitted by Sections 201 and 301, including the
      provisions and procedures relating to Securities convertible into or
      exchangeable for any securities of any Person (including the Company); or

            (8) to evidence and provide for the acceptance of appointment
      hereunder by a successor Trustee with respect to the Securities of one or
      more series and to add to or


                                       64
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      change any of the provisions of this Indenture as shall be necessary to
      provide for or facilitate the administration of the trusts hereunder by
      more than one Trustee; or

            (9) to cure any ambiguity, to correct or supplement any provision
      herein which may be inconsistent with any other provision herein, or to
      make any other provisions with respect to matters or questions arising
      under this Indenture; provided that such action shall not adversely affect
      the interests of the Holders of Securities of any series or any related
      coupons in any material respect; or

            (10) to supplement any of the provisions of this Indenture to such
      extent as shall be necessary to permit or facilitate the defeasance and
      discharge of any series of Securities pursuant to Sections 401, 1402 and
      1403; provided that any such action shall not adversely affect the
      interests of the Holders of Securities of such series and any related
      coupons or any other series of Securities in any material respect; or

            (11) to add a guarantor or guarantors for any series or all series
      of the Securities; or

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

            SECTION 902 Supplemental Indentures with Consent of Holders.

            With the consent of the Holders of not less than a majority in
principal amount of all Outstanding Securities affected by such supplemental
indenture, with each series voting separately, by Act of said Holders delivered
to the Company and the Trustee, the Company and, if applicable, the Subsidiary
Guarantors, when authorized by or pursuant to a Board Resolution, and the
Trustee may enter into an indenture or indentures supplemental hereto for the
purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions of this Indenture or of modifying in any manner the rights of
the Holders of Securities and any related coupons under this Indenture;
provided, however, that no such supplemental indenture shall, without the
consent of the Holder of each Outstanding Security affected thereby:

            (1) change the Stated Maturity of the principal of (or premium, if
      any, on) or any installment of principal of or interest on, any Security,
      subject to the provisions of Section 308; or reduce the principal amount
      thereof or the rate of interest (or change the manner of calculation of
      interest), thereon, or any Additional Amounts with respect thereto, or any
      premium payable upon the redemption thereof, or change any obligation of
      the Company to pay Additional Amounts pursuant to Section 1005 (except as
      contemplated by Section 801(1) and permitted by Section 901(1)), or reduce
      the portion of the principal of an Original Issue Discount Security or
      Indexed Security that would be due and payable upon a declaration of
      acceleration of the Maturity thereof pursuant to Section 502 or the amount
      thereof provable in bankruptcy pursuant to Section 504, or adversely
      affect any right of repayment at the option of the Holder of any Security,
      or change any Place of Payment where, or the Currency in which, any
      Security or any premium or interest or Additional Amount thereon is
      payable, or impair the right to institute suit for the enforcement of any
      such payment on or after the Stated Maturity


                                       65
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      thereof (or, in the case of redemption or repayment at the option of the
      Holder, on or after the Redemption Date or the Repayment Date, as the case
      may be), or adversely affect any right to convert or exchange any Security
      as may be provided pursuant to Section 301 herein, or

            (2) reduce the percentage in principal amount of the Outstanding
      Securities of any series, the consent of whose Holders is required for any
      such supplemental indenture, or the consent of whose Holders is required
      for any waiver with respect to such series (of compliance with certain
      provisions of this Indenture or certain defaults hereunder and their
      consequences) provided for in this Indenture, or reduce the requirements
      of Section 1504 for quorum or voting, or

            (3) modify any of the provisions of this Section, Section 513 or
      Section 1006, except to increase any such percentage or to provide that
      certain other provisions of this Indenture cannot be modified or waived
      without the consent of the Holder of each Outstanding Security affected
      thereby, or


            (4) cause the Securities to be expressly subordinated to other
      indebtedness of the Company.





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

            A supplemental indenture which changes or eliminates any covenant or
other provision of this Indenture which has expressly been included solely for
the benefit of one or more particular series of Securities, or which modifies
the rights of the Holders of Securities of such series with respect to such
covenant or other provision, shall be deemed not to affect the rights under this
Indenture of the Holders of Securities of any other series.

            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 at the close of
Business on such record date, or their duly designated proxies, and only such
Persons, shall be entitled to consent to such supplemental indenture, whether or
not such Holders remain Holders after such record date; provided that unless
such consent shall have become effective by virtue of the requisite percentage
having been obtained prior to the date which is 90 days after such record date,
any such consent previously given shall automatically and without further action
by any Holder be cancelled and of no further effect.

            SECTION 903 Execution of Supplemental Indentures.

            In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modification thereby of
the trusts created by this Indenture, the Trustee shall be entitled to receive,
and shall be fully protected in relying upon (subject to the provisions of
Article Six hereof), an Opinion of Counsel stating that the execution


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of such supplemental indenture is authorized or permitted by this Indenture. The
Trustee may, but shall not be obligated to, enter into any such supplemental
indenture which affects the Trustee's own rights, duties or immunities under
this Indenture or otherwise.

            SECTION 904 Effect of Supplemental Indentures.

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

            SECTION 905 Conformity with Trust Indenture Act.

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

            SECTION 906 Reference in Securities to Supplemental Indentures.

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

                                   ARTICLE TEN

                                    COVENANTS

            SECTION 1001 Payment of Principal, Premium, if any, and Interest.

            The Company covenants and agrees for the benefit of the Holders of
each series of Securities that it will duly and punctually pay the principal of
(and premium, if any) and interest and Additional Amounts, if any, on the
Securities of that series in accordance with the terms of such series of
Securities, any coupons appertaining thereto and this Indenture. Any interest
due on Bearer Securities on or before Maturity, other than Additional Amounts,
if any, payable as provided in Section 1004 in respect of principal of (or
premium, if any, on) such a Security, shall be payable only upon presentation
and surrender of the several coupons for such interest installments as are
evidenced thereby as they severally mature. Unless otherwise specified with
respect to Securities of any series pursuant to Section 301, at the option of
the Company, all payments of principal may be paid by check to the registered
Holder of the Registered Security or other person entitled thereto against
surrender of such Security or wire transfer to an account in the United States
maintained by the Payee.


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            SECTION 1002 Maintenance of Office or Agency.

            If Securities of a series are issuable only as Registered
Securities, the Company shall maintain in each Place of Payment for any series
of Securities an office or agency where Securities of that series may be
presented or surrendered for payment, where Securities of that series may be
surrendered for registration of transfer or exchange, where Securities of that
series that are convertible or exchangeable may be surrendered for conversion or
exchange, as applicable, and where notices and demands to or upon the Company in
respect of the Securities of that series and this Indenture may be served. If
Securities of a series are issuable as Bearer Securities, the Company will
maintain (A) in the Borough of Manhattan, The City of New York, an office or
agency where any Registered Securities of that series may be presented or
surrendered for payment, where any Registered Securities of that series may be
surrendered for registration of transfer, where Securities of that series may be
surrendered for exchange, where Securities of that series that are convertible
or exchangeable may be surrendered for conversion or exchange, as applicable,
and where notices and demands to or upon the Company in respect of the
Securities of that series and this Indenture may be served and where Bearer
Securities of that series and related coupons may be presented or surrendered
for payment in the circumstances described in the following paragraph (and not
otherwise), (B) subject to any laws or regulations applicable thereto, in a
Place of Payment for that series which is located outside the United States, an
office or agency where Securities of that series and related coupons may be
presented and surrendered for payment; provided, however, that if the Securities
of that series are listed on the Luxembourg Stock Exchange or any other stock
exchange located outside the United States and such stock exchange shall so
require, the Company will maintain a Paying Agent for the Securities of that
series in Luxembourg or any other required city located outside the United
States, as the case may be, so long as the Securities of that series are listed
on such exchange, and (C) subject to any laws or regulations applicable thereto,
in a Place of Payment for that series located outside the United States an
office or agency where any Registered Securities of that series may be
surrendered for registration of transfer, where Securities of that series may be
surrendered for exchange, where Securities of that series that are convertible
or exchangeable may be surrendered for conversion or exchange, as applicable and
where notices and demands to or upon the Company in respect of the Securities of
that series and this Indenture may be served. The Company will give prompt
written notice to the Trustee of the location, and any change in the location,
of each 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, except that Bearer
Securities of that series and the related coupons may be presented and
surrendered for payment at the offices specified in the Security, in London,
England, and the Company hereby appoints the same as its agent to receive such
respective presentations, surrenders, notices and demands, and the Company
hereby appoints the Trustee its agent to receive all such presentations,
surrenders, notices and demands.

            Unless otherwise specified with respect to any Securities pursuant
to Section 301, no payment of principal, premium or interest on Bearer
Securities shall be made at any office or agency of the Company in the United
States or by check mailed to any address in the United States or by transfer to
an account maintained with a bank located in the United States; provided,
however, that, if the Securities of a series are payable in Dollars, payment of
principal of (and premium, if any) and interest, if any, on any Bearer Security
shall be made at the office of the


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Company's Paying Agent in the Borough of Manhattan, The City of New York, if
(but only if) payment in Dollars of the full amount of such principal, premium
or interest, as the case may be, at all offices or agencies outside the United
States maintained for such purpose by the Company in accordance with this
Indenture, is illegal or effectively precluded by exchange controls or other
similar restrictions.

            The Company may from time to time designate one or more other
offices or agencies where the Securities of one or more series may be presented
or surrendered for any or all of such purposes, and may from time to time
rescind such designations; provided, however, that no such designation or
rescission shall in any manner relieve the Company of its obligation to maintain
an office or agency in accordance with the requirements set forth above for
Securities of any series for such purposes. The Company will 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. Unless otherwise specified with
respect to any Securities pursuant to Section 301 with respect to a series of
Securities, the Company hereby designates as a Place of Payment for each series
of Securities the office or agency of the Company in the Borough of Manhattan,
The City of New York, and initially appoints the Trustee at its Corporate Trust
Office as Paying Agent in such city and as its agent to receive all such
presentations, surrenders, notices and demands.

            Unless otherwise specified with respect to any Securities pursuant
to Section 301, if and so long as the Securities of any series (i) are
denominated in a currency other than Dollars or (ii) may be payable in a
currency other than Dollars, or so long as it is required under any other
provision of the Indenture, then the Company will maintain with respect to each
such series of Securities, or as so required, at least one Exchange Rate Agent.

            SECTION 1003 Money for Securities Payments to be Held in Trust.

            If the Company or any Subsidiary or any Affiliate of any of them
shall at any time act as Paying Agent with respect to any series of any
Securities and any related coupons, it will, on or before each due date of the
principal of (or premium, if any) or interest, if any, on any of the Securities
of that series, segregate and hold in trust for the benefit of the Persons
entitled thereto a sum in the Currency in which the Securities of such series
are payable (except as otherwise specified pursuant to Section 301 for the
Securities of such series and except, if applicable, as provided in Sections
312(b), 312(d) and 312(e)) sufficient to pay the principal (and premium, if any)
and interest, if any, on Securities of such series so becoming due until such
sums shall be paid to such Persons or otherwise disposed of as herein provided,
and will promptly notify the Trustee of its action or failure so to act.

            Whenever the Company shall have one or more Paying Agents for any
series of Securities and any related coupons, it will, on or before each due
date of the principal of (or premium, if any) or interest, if any, on any
Securities of that series, deposit with a Paying Agent a sum (in the Currency
described in the preceding paragraph) sufficient to pay the principal (or
premium, if any) or interest, if any, so becoming due, such sum to be held in
trust for the benefit of the Persons entitled to such principal, premium or
interest and (unless such Paying Agent is the Trustee) the Company will promptly
notify the Trustee of its action or failure so to act.


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

            Except as otherwise provided in the Securities of any series, any
money deposited with the Trustee or any Paying Agent, or then held by the
Company or the Subsidiary Guarantors, in trust for the payment of the principal
of (or premium, if any) or interest, if any, on any Security of any series and
remaining unclaimed for two years after such principal, premium or interest has
become due and payable shall be paid to the Company upon Company Request or (if
then held by the Company or the Subsidiary Guarantors) shall be discharged from
such trust; and the Holder of such Security shall thereafter, as an unsecured
general creditor, look only to the Company and, if applicable, the Subsidiary
Guarantors for payment of such principal, premium or interest on any Security,
without interest thereon, and all liability of the Trustee or such Paying Agent
with respect to such trust money, and all liability of the Company or the
Subsidiary Guarantors 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 an Authorized Newspaper in each Place of Payment for such series, or
mailed to each Holder of Registered Securities of such series, 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 publication, any unclaimed
balance of such money then remaining will be repaid to the Company.

            SECTION 1004 Corporate Existence.

            Subject to Article Eight, the Company and, so long as any Securities
in respect of which Subsidiary Guarantees have been issued are Outstanding, the
Subsidiary Guarantors shall do or cause to be done all things necessary to
preserve and keep in full force and effect its corporate existence and material
rights and franchises (charter and statutory); provided, however, that neither
the Company nor any of the Subsidiary Guarantors shall be required to preserve
any such right or franchise if it shall determine that the preservation thereof
is no longer necessary or desirable in the conduct of the business of the
Company; and provided further, however, that the foregoing shall not prohibit a
sale, transfer or conveyance of a Subsidiary or any of its assets in compliance
with the terms of the Indenture.

            SECTION 1005 Additional Amounts.

            If any Securities of a series provide for the payment of Additional
Amounts, the Company will pay to the Holder of a Security of such series or any
coupon appertaining thereto Additional Amounts as may be specified as
contemplated by Section 301. Whenever in this Indenture there is mentioned, in
any context, the payment of the principal of (or premium, if any) or interest,
if any, on any Security of any series or payment of any related coupon or the
net proceeds received on the sale or exchange of any Security of any series,
such mention shall be deemed to include mention of the payment of Additional
Amounts provided by the terms of such series established pursuant to Section 301
to the extent that, in such context, Additional Amounts


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are, were or would be payable in respect thereof pursuant to such terms and
express mention of the payment of Additional Amounts (if applicable) in any
provisions hereof shall not be construed as excluding Additional Amounts in
those provisions hereof where such express mention is not made.

            Except as otherwise specified as contemplated by Section 301, if the
Securities of a series provide for the payment of Additional Amounts, at least
10 days prior to the first Interest Payment Date with respect to that series of
Securities (or if the Securities of that series will not bear interest prior to
Maturity, the first day on which a payment of principal and any premium is
made), and at least 10 days prior to each date of payment of principal, premium
or interest if there has been any change with respect to the matters set forth
in the below-mentioned Officers' Certificate, the Company will furnish the
Trustee and the Company's principal Paying Agent or Paying Agents, if other than
the Trustee, with an Officers' Certificate instructing the Trustee and such
Paying Agent or Paying Agents whether such payment of principal, premium or
interest on the Securities of that series shall be made to Holders of Securities
of that series or any related coupons who are not United States persons without
withholding for or on account of any tax, assessment or other governmental
charge described in the Securities of the series. If any such withholding shall
be required, then such Officers' Certificate shall specify by country the
amount, if any, required to be withheld on such payments to such Holders of
Securities of that series or related coupons and the Company will pay to the
Trustee or such Paying Agent the Additional Amounts required by the terms of
such Securities. In the event that the Trustee or any Paying Agent, as the case
may be, shall not so receive the above-mentioned certificate, then the Trustee
or such Paying Agent shall be entitled (i) to assume that no such withholding or
deduction is required with respect to any payment of principal or interest with
respect to any Securities of a series or related coupons until it shall have
received a certificate advising otherwise and (ii) to make all payments of
principal and interest with respect to the Securities of a series or related
coupons without withholding or deductions until otherwise advised. The Company
covenants to indemnify the Trustee and any Paying Agent for, and to hold them
harmless against, any loss, liability or expense reasonably incurred without
negligence or bad faith on their part arising out of or in connection with
actions taken or omitted by any of them in reliance on any Officers' Certificate
furnished pursuant to this Section or in reliance on the Company's not
furnishing such an Officers' Certificate.

            SECTION 1006 Statement as to Compliance.

            The Company and, if applicable, each of the Subsidiary Guarantors
will deliver to the Trustee, within 120 days after the end of each fiscal year,
a brief certificate from the principal executive officer, principal financial
officer or principal accounting officer as to his or her knowledge of the
Company's or such Subsidiary Guarantor's, as the case may be, compliance with
all conditions and covenants under this Indenture and, if the Company or such
Subsidiary Guarantor, as the case may be, is in default, specifying all such
defaults and the nature and status thereof of which he or she may have
knowledge. For purposes of this Section 1006, such compliance shall be
determined without regard to any period of grace or requirement of notice under
this Indenture.


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            SECTION 1007 Waiver of Certain Covenants.

            With respect to the Securities of any series, the Company and the
Subsidiary Guarantors may omit in any particular instance to comply with any
term, provision or condition specified pursuant to Section 301 as being subject
to this Section 1007, if before or after the time for such compliance the
Holders of at least a majority in principal amount of all Outstanding Securities
of such series, by Act of such Holders, waive such compliance in such instance
or generally waive compliance with such term, provision or condition, but no
such waiver shall extend to or affect such term, provision or condition except
to the extent so expressly waived, and, until such waiver shall become
effective, the obligations of the Company and the Subsidiary Guarantors and the
duties of the Trustee in respect of any such term, provision or condition shall
remain in full force and effect.

                                 ARTICLE ELEVEN

                            REDEMPTION OF SECURITIES

            SECTION 1101 Applicability of Article.

            Securities of any series which are redeemable before their Stated
Maturity shall be redeemable in accordance with their terms and (except as
otherwise specified as contemplated by Section 301 for Securities of any series)
in accordance with this Article.

            SECTION 1102 Election to Redeem; Notice to Trustee.

            The election of the Company to redeem any Securities shall be
evidenced by or pursuant to a Board Resolution. In case of any redemption at the
election of the Company of less than all of the Securities of any series, the
Company shall, at least 60 days prior to the Redemption Date fixed by the
Company (unless a shorter notice shall be satisfactory to the Trustee), notify
the Trustee in writing of such Redemption Date and of the principal amount of
Securities of such series to be redeemed. In the case of any redemption of
Securities prior to the expiration of any restriction on such redemption
provided in the terms of such Securities or elsewhere in this Indenture, the
Company shall furnish the Trustee with an Officers' Certificate evidencing
compliance with such restriction.

            SECTION 1103 Selection by Trustee of Securities to be Redeemed.

            If less than all the Securities of any series issued on the same day
with the same terms are to be redeemed, the particular Securities to be redeemed
shall be selected not more than 60 days prior to the Redemption Date by the
Trustee, from the Outstanding Securities of such series issued on such date with
the same terms not previously called for redemption, by such method as the
Trustee shall deem fair and appropriate and which may provide for the selection
for redemption of portions (equal to the minimum authorized denomination for
Securities of that series or any integral multiple thereof) of the principal
amount of Securities of such series of a denomination larger than the minimum
authorized denomination for Securities of that series.


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            The Trustee shall promptly notify the Company and the Security
Registrar (if other than itself) in writing of the Securities selected for
redemption and, in the case of any Securities selected for partial redemption,
the principal amount thereof to be redeemed.

            For all purposes of this Indenture, unless the context otherwise
requires, all provisions relating to the redemption of Securities shall relate,
in the case of any Security redeemed or to be redeemed only in part, to the
portion of the principal amount of such Security which has been or is to be
redeemed.

            SECTION 1104 Notice of Redemption.

            Notice of redemption shall be given in the manner provided in
Section 106, not less than 30 days nor more than 60 days prior to the Redemption
Date, unless a shorter period is specified by the terms of such series
established pursuant to Section 301, to each Holder of Securities to be
redeemed, but failure to give such notice in the manner herein provided to the
Holder of any Security designated for redemption as a whole or in part, or any
defect in the notice to any such Holder, shall not affect the validity of the
proceedings for the redemption of any other such Security or portion thereof.

            Any notice that is mailed to the Holders of Registered Securities in
the manner herein provided shall be conclusively presumed to have been duly
given, whether or not the Holder receives the notice.

            All notices of redemption shall state:

            (1) the Redemption Date,

            (2) the Redemption Price and accrued interest, if any, to the
      Redemption Date payable as provided in Section 1106,

            (3) if less than all Outstanding Securities of any series are to be
      redeemed, the identification (and, in the case of partial redemption, the
      principal amount) of the particular Security or Securities to be redeemed,

            (4) in case any Security is to be redeemed in part only, the notice
      which relates to such Security shall state that on and after the
      Redemption Date, upon surrender of such Security, the Holder will receive,
      without a charge, a new Security or Securities of authorized denominations
      for the principal amount thereof remaining unredeemed,

            (5) that on the Redemption Date, the Redemption Price and accrued
      interest, if any, to the Redemption Date payable as provided in Section
      1106 will become due and payable upon each such Security, or the portion
      thereof, to be redeemed and, if applicable, that interest thereon shall
      cease to accrue on and after said date,

            (6) the Place or Places of Payment where such Securities, together
      in the case of Bearer Securities with all coupons appertaining thereto, if
      any, maturing after the Redemption Date, are to be surrendered for payment
      of the Redemption Price and accrued interest, if any,


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            (7) that the redemption is for a sinking fund, if such is the case,

            (8) that, unless otherwise specified in such notice, Bearer
      Securities of any series, if any, surrendered for redemption must be
      accompanied by all coupons maturing subsequent to the date fixed for
      redemption or the amount of any such missing coupon or coupons will be
      deducted from the Redemption Price, unless security or indemnity
      satisfactory to the Company, the Trustee for such series and any Paying
      Agent is furnished,

            (9) if Bearer Securities of any series are to be redeemed and any
      Registered Securities of such series are not to be redeemed, and if such
      Bearer Securities may be exchanged for Registered Securities not subject
      to redemption on this Redemption Date pursuant to Section 305 or
      otherwise, the last date, as determined by the Company, on which such
      exchanges may be made, and

            (10) the CUSIP number of such Security, if any.

            Notice of redemption of Securities to be redeemed shall be given by
the Company or, at the Company's request, by the Trustee in the name and at the
expense of the Company.

            SECTION 1105 Deposit of Redemption Price.

            On or prior to any Redemption Date, the Company shall deposit with
the Trustee or with a Paying Agent (or, if the Company is acting as its own
Paying Agent, which it may not do in the case of a sinking fund payment under
Article Twelve, segregate and hold in trust as provided in Section 1003) an
amount of money in the Currency in which the Securities of such series are
payable (except as otherwise specified pursuant to Section 301 for the
Securities of such series and except, if applicable, as provided in Sections
312(b), 312(d) and 312(e)) sufficient to pay on the Redemption Date the
Redemption Price of, and (unless otherwise specified pursuant to Section 301)
accrued interest on, all the Securities or portions thereof which are to be
redeemed on that date.

            SECTION 1106 Securities Payable on Redemption Date.

            Notice of redemption having been given as aforesaid, the Securities
of any series so to be redeemed shall, on the Redemption Date, become due and
payable at the Redemption Price therein specified in the Currency in which the
Securities of such series are payable (except as otherwise specified pursuant to
Section 301 for the Securities of such series and except, if applicable, as
provided in Sections 312(b), 312(d) and 312(e)) (together with accrued interest,
if any, to the Redemption Date), and from and after such date (unless the
Company shall default in the payment of the Redemption Price and accrued
interest, if any) such Securities shall if the same were interest-bearing cease
to bear interest and the coupons for such interest appertaining to any Bearer
Securities so to be redeemed, except to the extent provided below, shall be
void. Upon surrender of any such Security for redemption in accordance with said
notice, together with all coupons, if any, appertaining thereto maturing after
the Redemption Date, such Security shall be paid by the Company at the
Redemption Price, together with accrued interest, if any, to the Redemption
Date; provided, however, that installments of interest on Bearer Securities
whose Stated Maturity is on or prior to the Redemption Date shall be payable
only at an office or


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agency located outside the United States (except as otherwise provided in
Section 1002) and, unless otherwise specified as contemplated by Section 301,
only upon presentation and surrender of coupons for such interest; and provided
further that installments of interest on Registered Securities whose Stated
Maturity is prior to (or, if specified pursuant to Section 301, on) the
Redemption Date shall be payable to the Holders of such Securities, or one or
more Predecessor Securities, registered as such at the close of business on the
relevant Record Dates according to their terms and the provisions of Section
307.

            If any Bearer Security surrendered for redemption shall not be
accompanied by all appurtenant coupons maturing after the Redemption Date, such
Security may be paid after deducting from the Redemption Price an amount equal
to the face amount of all such missing coupons, or the surrender of such missing
coupon or coupons may be waived by the Company and the Trustee if there be
furnished to them such security or indemnity as they may require to save each of
them and any Paying Agent harmless. If thereafter the Holder of such Security
shall surrender to the Trustee or any Paying Agent any such missing coupon in
respect of which a deduction shall have been made from the Redemption Price,
such Holder shall be entitled to receive the amount so deducted; provided,
however, that interest represented by coupons shall be payable only at an office
or agency located outside the United States (except as otherwise provided in
Section 1002) and, unless otherwise specified as contemplated by Section 301,
only upon presentation and surrender of those coupons.

            If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the Redemption Price shall, until paid, bear
interest from the Redemption Date at the rate of interest set forth in such
Security or, in the case of an Original Issue Discount Security, at the Yield to
Maturity of such Security.

            SECTION 1107 Securities Redeemed in Part.

            Any Registered Security which is to be redeemed only in part
(pursuant to the provisions of this Article or of Article Twelve) shall be
surrendered at a Place of Payment therefor (with, if the Company or the Trustee
so requires, due endorsement by, or a written instrument of transfer in form
satisfactory to the Company and the Trustee duly executed by, the Holder thereof
or his attorney duly authorized in writing) and the Company shall execute and
the Trustee shall authenticate and deliver to the Holder of such Security
without service charge a new Security or Securities of the same series, of any
authorized denomination as requested by such Holder in aggregate principal
amount equal to and in exchange for the unredeemed portion of the principal of
the Security so surrendered. However, if less than all the Securities of any
series with differing issue dates, interest rates and stated maturities are to
be redeemed, the Company in its sole discretion shall select the particular
Securities to be redeemed and shall notify the Trustee in writing thereof at
least 45 days prior to the relevant redemption date.


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                                 ARTICLE TWELVE

                                  SINKING FUNDS

            SECTION 1201 Applicability of Article.

            The provisions of this Article shall be applicable to any sinking
fund for the retirement of Securities of a series except as otherwise specified
as contemplated by Section 301 for Securities of such series.

            The minimum amount of any sinking fund payment provided for by the
terms of Securities of any series is herein referred to as a "mandatory sinking
fund payment", and any payment in excess of such minimum amount provided for by
the terms of such Securities of any series is herein referred to as an "optional
sinking fund payment". If provided for by the terms of any Securities of any
series, the cash amount of any mandatory sinking fund payment may be subject to
reduction as provided in Section 1202. Each sinking fund payment shall be
applied to the redemption of Securities of any series as provided for by the
terms of Securities of such series.

            SECTION 1202 Satisfaction of Sinking Fund Payments with Securities.

            Except as otherwise specifically contemplated by Section 301 for
Securities of such series, the Company may, in satisfaction of all or any part
of any mandatory sinking fund payment with respect to the Securities of a
series, (1) deliver Outstanding Securities of such series (other than any
previously called for redemption) together in the case of any Bearer Securities
of such series with all unmatured coupons appertaining thereto and (2) apply as
a credit Securities of such series which have been redeemed either at the
election of the Company pursuant to the terms of such Securities or through the
application of permitted optional sinking fund payments pursuant to the terms of
such Securities, as provided for by the terms of such Securities; provided that
such Securities so delivered or applied as a credit have not been previously so
credited. Such Securities shall be received and credited for such purpose by the
Trustee at the applicable Redemption Price specified in such Securities for
redemption through operation of the sinking fund and the amount of such
mandatory sinking fund payment shall be reduced accordingly.

            SECTION 1203 Redemption of Securities for Sinking Fund.

            Not less than 60 days prior to each sinking fund payment date for
Securities of any series, the Company will deliver to the Trustee an Officers'
Certificate specifying the amount of the next ensuing mandatory sinking fund
payment for that series pursuant to the terms of that series, the portion
thereof, if any, which is to be satisfied by payment of cash in the Currency in
which the Securities of such series are payable (except as otherwise specified
pursuant to Section 301 for the Securities of such series and except, if
applicable, as provided in Sections 312(b), 312(d) and 312(e)) and the portion
thereof, if any, which is to be satisfied by delivering and crediting Securities
of that series pursuant to Section 1202, and the optional amount, if any, to be
added in cash to the next ensuing mandatory sinking fund payment, and will also
deliver to the Trustee any Securities to be so delivered and credited. If such
Officers'


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Certificate shall specify an optional amount to be added in cash to the next
ensuing mandatory sinking fund payment, the Company shall thereupon be obligated
to pay the amount therein specified. Not less than 30 days before each such
sinking fund payment date the Trustee shall select the Securities to be redeemed
upon such sinking fund payment date in the manner specified in Section 1103 and
cause notice of the redemption thereof to be given in the name of and at the
expense of the Company in the manner provided in Section 1104. Such notice
having been duly given, the redemption of such Securities shall be made upon the
terms and in the manner stated in Sections 1106 and 1107.

                                ARTICLE THIRTEEN

                       REPAYMENT AT THE OPTION OF HOLDERS

            SECTION 1301 Applicability of Article.

            Repayment of Securities of any series before their Stated Maturity
at the option of Holders thereof shall be made in accordance with the terms of
such Securities and (except as otherwise specified by the terms of such series
established pursuant to Section 301) in accordance with this Article.

            SECTION 1302 Repayment of Securities.

            Securities of any series subject to repayment in whole or in part at
the option of the Holders thereof will, unless otherwise provided in the terms
of such Securities, be repaid at the Repayment Price thereof, together with
interest, if any, thereon accrued to the Repayment Date specified in or pursuant
to the terms of such Securities. The Company covenants that on or before the
Repayment Date it will deposit with the Trustee or with a Paying Agent (or, if
the Company or any Subsidiary or any Affiliate of any of them is acting as
Paying Agent, segregate and hold in trust as provided in Section 1003) an amount
of money in the Currency in which the Securities of such series are payable
(except as otherwise specified pursuant to Section 301 for the Securities of
such series and except, if applicable, as provided in Sections 312(b), 312(d)
and 312(e)) sufficient to pay the Repayment Price of, and (unless otherwise
specified pursuant to Section 301) accrued interest on, all the Securities or
portions thereof, as the case may be, to be repaid on such date.

            SECTION 1303 Exercise of Option.

            Securities of any series subject to repayment at the option of the
Holders thereof will contain an "Option to Elect Repayment" form on the reverse
of such Securities. To be repaid at the option of the Holder, any Security so
providing for such repayment, with the "Option to Elect Repayment" form on the
reverse of such Security duly completed by the Holder (or by the Holder's
attorney duly authorized in writing), must be received by the Company at the
Place of Payment therefor specified in the terms of such Security (or at such
other place or places of which the Company shall from time to time notify the
Holders of such Securities) not earlier than 45 days nor later than 30 days
prior to the Repayment Date. If less than the entire Repayment Price of such
Security is to be repaid in accordance with the terms of such Security, the
portion of the Repayment Price of such Security to be repaid, in increments of
the minimum


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denomination for Securities of such series, and the denomination or
denominations of the Security or Securities to be issued to the Holder for the
portion of such Security surrendered that is not to be repaid, must be
specified. Any Security providing for repayment at the option of the Holder
thereof may not be repaid in part if, following such repayment, the unpaid
principal amount of such Security would be less than the minimum authorized
denomination of Securities of the series of which such Security to be repaid is
a part. Except as otherwise may be provided by the terms of any Security
providing for repayment at the option of the Holder thereof, exercise of the
repayment option by the Holder shall be irrevocable unless waived by the
Company.

            SECTION 1304 When Securities Presented for Repayment Become Due and
Payable.

            If Securities of any series providing for repayment at the option of
the Holders thereof shall have been surrendered as provided in this Article and
as provided by or pursuant to the terms of such Securities, such Securities or
the portions thereof, as the case may be, to be repaid shall become due and
payable and shall be paid by the Company on the Repayment Date therein
specified, and on and after such Repayment Date (unless the Company and, if
applicable, the Subsidiary Guarantors shall default in the payment of such
Securities on such Repayment Date) such Securities shall, if the same were
interest-bearing, cease to bear interest and the coupons for such interest
appertaining to any Bearer Securities so to be repaid, except to the extent
provided below, shall be void. Upon surrender of any such Security for repayment
in accordance with such provisions, together with all coupons, if any,
appertaining thereto maturing after the Repayment Date, the Repayment Price of
such Security so to be repaid shall be paid by the Company, together with
accrued interest, if any, to the Repayment Date; provided, however, that coupons
whose Stated Maturity is on or prior to the Repayment Date shall be payable only
at an office or agency located outside the United States (except as otherwise
provided in Section 1002) and, unless otherwise specified pursuant to Section
301, only upon presentation and surrender of such coupons; and provided further
that installments of interest on Registered Securities, whose Stated Maturity is
prior to (or, if specified pursuant to Section 301, on) the Repayment Date shall
be payable (but without interest thereon, unless the Company shall default in
the payment thereof) to the Holders of such Securities, or one or more
Predecessor Securities, registered as such at the close of business on the
relevant Record Dates according to their terms and the provisions of Section
307.

            If any Bearer Security surrendered for repayment shall not be
accompanied by all appurtenant coupons maturing after the Repayment Date, such
Security may be paid after deducting from the amount payable therefor as
provided in Section 1302 an amount equal to the face amount of all such missing
coupons, or the surrender of such missing coupon or coupons may be waived by the
Company and, if applicable, the Subsidiary Guarantors and the Trustee if there
be furnished to them such security or indemnity as they may require to save each
of them and any Paying Agent harmless. If thereafter the Holder of such Security
shall surrender to the Trustee or any Paying Agent any such missing coupon in
respect of which a deduction shall have been made as provided in the preceding
sentence, such Holder shall be entitled to receive the amount so deducted;
provided, however, that interest represented by coupons shall be payable only at
an office or agency located outside the United States (except as otherwise
provided in


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Section 1002) and, unless otherwise specified as contemplated by Section 301,
only upon presentation and surrender of those coupons.

            If any Security surrendered for repayment shall not be so repaid
upon surrender thereof, the Repayment Price shall, until paid, bear interest
from the Repayment Date at the rate of interest set forth in such Security or,
in the case of an Original Issue Discount Security, at the Yield to Maturity of
such Security.

            SECTION 1305 Securities Repaid in Part.

            Upon surrender of any Registered Security which is to be repaid in
part only, the Company shall execute and the Trustee shall authenticate and
deliver to the Holder of such Security, without service charge and at the
expense of the Company, a new Registered Security or Securities of the same
series, of any authorized denomination specified by the Holder, in an aggregate
principal amount equal to and in exchange for the portion of the principal of
such Security so surrendered which is not to be repaid.

                                ARTICLE FOURTEEN

                       DEFEASANCE AND COVENANT DEFEASANCE

            SECTION 1401 Applicability of Article; Company's Option to Effect
Defeasance or Covenant Defeasance.

            If pursuant to Section 301 provision is made for either or both of
(a) defeasance of the Securities of or within a series under Section 1402 or (b)
covenant defeasance of the Securities of or within a series under Section 1403,
then the provisions of such Section or Sections, as the case may be, together
with the other provisions of this Article (with such modifications thereto as
may be specified pursuant to Section 301 with respect to any Securities), shall
be applicable to such Securities and any coupons appertaining thereto, and the
Company may at its option by Board Resolution, at any time, with respect to such
Securities and any coupons appertaining thereto, elect to have Section 1402 (if
applicable) or Section 1403 (if applicable) be applied to such Outstanding
Securities and any coupons appertaining thereto upon compliance with the
conditions set forth below in this Article.

            SECTION 1402 Defeasance and Discharge.

            Upon the Company's exercise of the above option applicable to this
Section with respect to any Securities of or within a series, the Company and,
if applicable, the Subsidiary Guarantors shall each be deemed to have been
discharged from its obligations with respect to such Outstanding Securities and
any coupons appertaining thereto on the date the conditions set forth in Section
1404 are satisfied (hereinafter, "defeasance"). For this purpose, such
defeasance means that the Company shall be deemed to have paid and discharged
the entire indebtedness represented by such Outstanding Securities and any
coupons appertaining thereto, which shall thereafter be deemed to be
"Outstanding" only for the purposes of Section 1405 and the other Sections of
this Indenture referred to in clauses (A) and (B) of this Section, and to have
satisfied all its other obligations under such Securities and any coupons
appertaining thereto and this


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Indenture insofar as such Securities and any coupons appertaining thereto are
concerned (and the Trustee, at the expense of the Company, shall execute proper
instruments acknowledging the same), except for the following which shall
survive until otherwise terminated or discharged hereunder: (A) the rights of
Holders of such Outstanding Securities and any coupons appertaining thereto to
receive, solely from the trust fund described in Section 1404 and as more fully
set forth in such Section, payments in respect of the principal of (and premium,
if any) and interest, if any, on such Securities and any coupons appertaining
thereto when such payments are due, (B) the obligations of the Company and, to
the extent applicable, the Subsidiary Guarantors with respect to such Securities
under Sections 305, 306, 1002 and 1003 and with respect to the payment of
Additional Amounts, if any, on such Securities as contemplated by Section 1004
with respect to the rights, if any, of the holders of such Securities to require
the Company and, to the extent applicable, the Subsidiary Guarantors to repay
such Securities as contemplated by Article Thirteen and with respect to the
rights, if any, of holders to convert or exchange such Securities into other
Securities, (C) the rights, powers, trusts, duties and immunities of the Trustee
hereunder and (D) this Article. Subject to compliance with this Article
Fourteen, the Company may exercise its option under this Section notwithstanding
the prior exercise of its option under Section 1403 with respect to such
Securities and any coupons appertaining thereto.

            SECTION 1403 Covenant Defeasance.

            Upon the Company's exercise of the above option applicable to this
Section with respect to any Securities of or within a series, the Company and,
if applicable, the Subsidiary Guarantors shall each be released from its
obligations under Section 1005 if specified pursuant to Section 301, its
obligations under any other covenant, with respect to such Outstanding
Securities and any coupons appertaining thereto on and after the date the
conditions set forth in Section 1404 are satisfied (hereinafter, "covenant
defeasance"), and such Securities and any coupons appertaining thereto shall
thereafter be deemed to be not "Outstanding" for the purposes of any direction,
waiver, consent or declaration or Act of Holders (and the consequences of any
thereof) in connection with [any restrictive covenants that may be inserted], or
such other covenant, but shall continue to be deemed "Outstanding" for all other
purposes hereunder. For this purpose, such covenant defeasance means that, with
respect to such Outstanding Securities and any coupons appertaining thereto, the
Company and the Subsidiary Guarantors may omit to comply with and shall have no
liability in respect of any term, condition or limitation set forth in any such
Section or such other covenant, whether directly or indirectly, by reason of any
reference elsewhere herein to any such Section or such other covenant or by
reason of reference in any such Section or such other 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 501(4) or 501(7) or
otherwise except as specified in accordance with Section 301, as the case may
be, but, except as specified above, the remainder of this Indenture and such
Securities and any coupons appertaining thereto shall be unaffected thereby.

            SECTION 1404 Conditions to Defeasance or Covenant Defeasance.

            The following shall be the conditions to application of Section 1402
or Section 1403 to any Outstanding Securities of or within a series and any
coupons appertaining thereto:


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            (a) The Company shall irrevocably have deposited or caused to be
      deposited with the Trustee (or another trustee satisfying the requirements
      of Section 607 who shall agree to comply with the provisions of this
      Article Fourteen applicable to it) as trust funds in trust for the purpose
      of making the following payments, specifically pledged as security for,
      and dedicated solely to, the benefit of the Holders of such Securities and
      any coupons appertaining thereto, (1) an amount (in such Currency in which
      such Securities and any coupons appertaining thereto are then specified as
      payable at Stated Maturity), or (2) Government Obligations applicable to
      such Securities and coupons appertaining thereto (determined on the basis
      of the Currency in which such Securities and coupons appertaining thereto
      are then specified as payable at Stated Maturity) which through the
      scheduled payment of principal and interest in respect thereof in
      accordance with their terms will provide, not later than one day before
      the due date of any payment of principal of (and premium, if any) and
      interest, if any, on such Securities and any coupons appertaining thereto,
      money in an amount, or (3) a combination thereof in an amount, sufficient,
      in the opinion of a nationally recognized firm of independent public
      accountants or nationally recognized independent investment banking firm
      expressed in a written certification thereof delivered to the Trustee, to
      pay and discharge, and which shall be applied by the Trustee (or other
      qualifying trustee) to pay and discharge, (i) the principal of (and
      premium, if any) and interest, if any, on such Outstanding Securities and
      any coupons appertaining thereto on the Stated Maturity of such principal
      or installment of principal or interest and (ii) any mandatory sinking
      fund payments or analogous payments applicable to such Outstanding
      Securities and any coupons appertaining thereto on the day on which such
      payments are due and payable in accordance with the terms of this
      Indenture and of such Securities and any coupons appertaining thereto.

            (b) Such defeasance or covenant defeasance shall not result in a
      breach or violation of, or constitute a default under, this Indenture or
      any other material agreement or instrument to which the Company is a party
      or by which it is bound.

            (c) No Default or Event of Default with respect to such Securities
      and any coupons appertaining thereto shall have occurred and be continuing
      on the date of such deposit or, insofar as Sections 501(5) and 501(6) are
      concerned, at any time during the period ending on the 91st day after the
      date of such deposit (it being understood that this condition shall not be
      deemed satisfied until the expiration of such period).

            (d) In the case of an election under Section 1402, the Company shall
      have delivered to the Trustee an Opinion of Counsel stating that (i) the
      Company has received from, or there has been published by, the Internal
      Revenue Service a ruling, or (ii) since the date of execution of this
      Indenture, there has been a change in the applicable Federal income tax
      law, in either case to the effect that, and based thereon such opinion
      shall confirm that, the Holders of such Outstanding Securities and any
      coupons appertaining thereto will not recognize income, gain or loss for
      Federal income tax purposes as a result of such defeasance and will be
      subject to Federal income tax on the same amounts, in the same manner and
      at the same times as would have been the case if such defeasance had not
      occurred.


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            (e) In the case of an election under Section 1403, the Company shall
      have delivered to the Trustee an Opinion of Counsel to the effect that the
      Holders of such Outstanding Securities and any coupons appertaining
      thereto will not recognize income, gain or loss for Federal income tax
      purposes as a result of such covenant defeasance and will be subject to
      Federal income tax on the same amounts, in the same manner and at the same
      times as would have been the case if such covenant defeasance had not
      occurred.

            (f) The Company shall have delivered to the Trustee an Officers'
      Certificate and an Opinion of Counsel, each stating that all conditions
      precedent to the defeasance under Section 1402 or the covenant defeasance
      under Section 1403 (as the case may be) have been complied with and an
      Opinion of Counsel to the effect that either (i) as a result of a deposit
      pursuant to subsection (a) above and the related exercise of the Company's
      option under Section 1402 or Section 1403 (as the case may be),
      registration is not required under the Investment Company Act of 1940, as
      amended, by the Company, with respect to the trust funds representing such
      deposit or by the trustee for such trust funds or (ii) all necessary
      registrations under said Act have been effected.

            (g) Notwithstanding any other provisions of this Section, such
      defeasance or covenant defeasance shall be effected in compliance with any
      additional or substitute terms, conditions or limitations which may be
      imposed on the Company in connection therewith pursuant to Section 301.

            SECTION 1405 Deposited Money and Government Obligations to Be Held
in Trust; Other Miscellaneous Provisions.

            Subject to the provisions of the last paragraph of Section 1003, all
money and Government Obligations (or other property as may be provided pursuant
to Section 301) (including the proceeds thereof) deposited with the Trustee (or
other qualifying trustee, collectively for purposes of this Section 1405, the
"Trustee") pursuant to Section 1404 in respect of any Outstanding Securities of
any series and any coupons appertaining thereto shall be held in trust and
applied by the Trustee, in accordance with the provisions of such Securities and
any coupons appertaining thereto 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 Holders of such Securities
and any coupons appertaining thereto of all sums due and to become due thereon
in respect of principal (and premium, if any) and interest, if any, but such
money need not be segregated from other funds except to the extent required by
law.

            Unless otherwise specified with respect to any Security pursuant to
Section 301, if, after a deposit referred to in Section 1404(a) has been made,
(a) the Holder of a Security in respect of which such deposit was made is
entitled to, and does, elect pursuant to Section 312(b) or the terms of such
Security to receive payment in a Currency other than that in which the deposit
pursuant to Section 1404(a) has been made in respect of such Security, or (b) a
Conversion Event occurs as contemplated in Section 312(d) or 312(e) or by the
terms of any Security in respect of which the deposit pursuant to Section
1404(a) has been made, the indebtedness represented by such Security and any
coupons appertaining thereto shall be deemed to have been, and will be, fully
discharged and satisfied through the payment of the principal of (and premium,
if any) and interest, if any, on such Security as the same becomes due out of
the


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proceeds yielded by converting (from time to time as specified below in the case
of any such election) the amount or other property deposited in respect of such
Security into the Currency in which such Security becomes payable as a result of
such election or Conversion Event based on the applicable Market Exchange Rate
for such Currency in effect on the second Business Day prior to each payment
date, except, with respect to a Conversion Event, for such Currency in effect
(as nearly as feasible) at the time of the Conversion Event.

            The Company shall pay and indemnify the Trustee against any tax, fee
or other charge imposed on or assessed against the Government Obligations
deposited pursuant to Section 1404 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 such Outstanding Securities and any coupons
appertaining thereto.

            Anything in this Article to the contrary notwithstanding, the
Trustee shall deliver or pay to the Company from time to time upon Company
Request any money or Government Obligations (or other property and any proceeds
therefrom) held by it as provided in Section 1404 which, in the opinion of a
nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, are in excess of the
amount thereof which would then be required to be deposited to effect a
defeasance or covenant defeasance, as applicable, in accordance with this
Article.

                                 ARTICLE FIFTEEN

                        MEETINGS OF HOLDERS OF SECURITIES

            SECTION 1501 Purposes for Which Meetings May Be Called.

            If Securities of a series are issuable as Bearer Securities, a
meeting of Holders of Securities of such series may be called at any time and
from time to time pursuant to this Article to make, give or take any request,
demand, authorization, direction, notice, consent, waiver or other action
provided by this Indenture to be made, given or taken by Holders of Securities
of such series.

            SECTION 1502 Call, Notice and Place of Meetings.

            The Company may at any time call a meeting of Holders of Securities
of any series for any purpose specified in Section 1501, to be held at such time
and at such place in the Borough of Manhattan, The City of New York or in London
as the Company shall determine. Notice of every meeting of Holders of Securities
of any series, setting forth the time and the place of such meeting and in
general terms the action proposed to be taken at such meeting, shall be given,
in the manner provided in Section 106, not less than 21 nor more than 180 days
prior to the date fixed for the meeting.

            SECTION 1503 Persons Entitled to Vote at Meetings.

            To be entitled to vote at any meeting of Holders of Securities of
any series, a Person shall be (1) a Holder of one or more Outstanding Securities
of such series, or (2) a Person


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appointed by an instrument in writing as proxy for a Holder or Holders of one or
more Outstanding Securities of such series by such Holder or Holders. The only
Persons who shall be entitled to be present or to speak at any meeting of
Holders of Securities of any series shall be the Persons entitled to vote at
such meeting and their counsel, any representatives of the Trustee and its
counsel and any representatives of the Company and its counsel.

            SECTION 1504 Quorum; Action.

            The Persons entitled to vote a majority in principal amount of the
Outstanding Securities of a series shall constitute a quorum for a meeting of
Holders of Securities of such series; provided, however, that if any action is
to be taken at such meeting with respect to a consent or waiver which this
Indenture expressly provides may be given by the Holders of not less than a
specified percentage in principal amount of the Outstanding Securities of a
series, the Persons entitled to vote such specified percentage in principal
amount of the Outstanding Securities of such series shall constitute a quorum.
In the absence of a quorum within 30 minutes of the time appointed for any such
meeting, the meeting shall, if convened at the request of Holders of Securities
of such series, be dissolved. In any other case the meeting may be adjourned for
a period of not less than 10 days as determined by the chairman of the meeting
prior to the adjournment of such meeting. In the absence of a quorum at any such
adjourned meeting, such adjourned meeting may be further adjourned for a period
of not less than 10 days as determined by the chairman of the meeting prior to
the adjournment of such adjourned meeting. Notice of the reconvening of any
adjourned meeting shall be given as provided in Section 1502(a), except that
such notice need be given only once not less than five days prior to the date on
which the meeting is scheduled to be reconvened. Notice of the reconvening of
any adjourned meeting shall state expressly the percentage, as provided above,
of the principal amount of the Outstanding Securities of such series which shall
constitute a quorum.

            Except as limited by the proviso to Section 902, any resolution
presented to a meeting or adjourned meeting duly reconvened at which a quorum is
present as aforesaid may be adopted by the affirmative vote of the Holders of a
majority in principal amount of the Outstanding Securities of that series;
provided, however, that, except as limited by the proviso to Section 902, any
resolution with respect to any request, demand, authorization, direction,
notice, consent, waiver or other action which this Indenture expressly provides
may be made, given or taken by the Holders of a specified percentage, which is
less than a majority, in principal amount of the Outstanding Securities of a
series may be adopted at a meeting or an adjourned meeting duly reconvened and
at which a quorum is present as aforesaid by the affirmative vote of the Holders
of such specified percentage in principal amount of the Outstanding Securities
of that series.

            Any resolution passed or decision taken at any meeting of Holders of
Securities of any series duly held in accordance with this Section shall be
binding on all the Holders of Securities of such series and the related coupons,
whether or not present or represented at the meeting.

            Notwithstanding the foregoing provisions of this Section 1504, if
any action is to be taken at a meeting of Holders of Securities of any series
with respect to any request, demand, authorization, direction, notice, consent,
waiver or other action that this Indenture expressly


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provides may be made, given or taken by the Holders of a specified percentage in
principal amount of all Outstanding Securities affected thereby, or of the
Holders of such series and one or more additional series:

            (A) there shall be no minimum quorum requirement for such meeting;
      and

            (B) the principal amount of the Outstanding Securities of such
      series that vote in favor of such request, demand, authorization,
      direction, notice, consent, waiver or other action shall be taken into
      account in determining whether such request, demand, authorization,
      direction, notice, consent, waiver or other action has been made, given or
      taken under this Indenture.

            SECTION 1505 Determination of Voting Rights; Conduct and Adjournment
of Meetings.

            (a) Notwithstanding any provisions of this Indenture, the Company
may make such reasonable regulations as it may deem advisable for any meeting of
Holders of Securities of a series in regard to proof of the holding of
Securities of such series and of the appointment of proxies and in regard to the
appointment and duties of inspectors of votes, the submission and examination of
proxies, certificates and other evidence of the right to vote, and such other
matters concerning the conduct of the meeting as it shall deem appropriate.
Except as otherwise permitted or required by any such regulations, the holding
of Securities shall be proved in the manner specified in Section 104 and the
appointment of any proxy shall be proved in the manner specified in Section 104
or by having the signature of the Person executing the proxy witnessed or
guaranteed by any trust company, bank or banker authorized by Section 104 to
certify to the holding of Bearer Securities. Such regulations may provide that
written instruments appointing proxies, regular on their face, may be presumed
valid and genuine without the proof specified in Section 104 or other proof.

            (b) The Company shall, by an instrument in writing appoint a
temporary chairman of the meeting, unless the meeting shall have been called by
Holders of Securities as provided in Section 1502(b), in which case the Holders
of Securities of the series calling the meeting shall in like manner appoint a
temporary chairman. A permanent chairman and a permanent secretary of the
meeting shall be elected by vote of the Persons entitled to vote a majority in
principal amount of the Outstanding Securities of such series represented at the
meeting.

            (c) At any meeting each Holder of a Security of such series or proxy
shall be entitled to one vote for each $1,000 principal amount of the
Outstanding Securities of such series held or represented by him; provided,
however, that no vote shall be cast or counted at any meeting in respect of any
Security challenged as not Outstanding and ruled by the chairman of the meeting
to be not Outstanding. The chairman of the meeting shall have no right to vote,
except as a Holder of a Security of such series or proxy.

            (d) Any meeting of Holders of Securities of any series duly called
pursuant to Section 1502 at which a quorum is present may be adjourned from time
to time by Persons


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entitled to vote a majority in principal amount of the Outstanding Securities of
such series represented at the meeting, and the meeting may be held as so
adjourned without further notice.

            SECTION 1506 Counting Votes and Recording Action of Meetings.

            The vote upon any resolution submitted to any meeting of Holders of
Securities of any series shall be by written ballots on which shall be
subscribed the signatures of the Holders of Securities of such series or of
their representatives by proxy and the principal amounts and serial numbers of
the Outstanding Securities of such series held or represented by them. The
permanent chairman of the meeting shall appoint two inspectors of votes who
shall count all votes cast at the meeting for or against any resolution and who
shall make and file with the secretary of the meeting their verified written
reports in duplicate of all votes cast at the meeting. A record, at least in
duplicate, of the proceedings of each meeting of Holders of Securities of any
Series shall be prepared by the secretary of the meeting and there shall be
attached to said record the original reports of the inspectors of votes on any
vote by ballot taken thereat and affidavits by one or more persons having
knowledge of the fact, setting forth a copy of the notice of the meeting and
showing that said notice was given as provided in Section 1502 and, if
applicable, Section 1504. Each copy shall be signed and verified by the
affidavits of the permanent chairman and secretary of the meeting and one such
copy shall be delivered to the Company and another to the Trustee to be
preserved by the Trustee, the former to have attached thereto the ballots voted
at the meeting. Any record so signed and verified shall be conclusive evidence
of the matters therein stated.

                                 ARTICLE SIXTEEN

                                   GUARANTEES

            SECTION 1601 Guarantees.

            If Securities of or within a series are specified, as contemplated
by Section 301, to be guaranteed by the Subsidiary Guarantors, then each of the
Subsidiary Guarantors hereby fully and unconditionally guarantees, jointly and
severally, to each Holder of any such Security which is authenticated and
delivered by the Trustee and to each Holder of any coupon appertaining to any
such Security, if any, and to the Trustee on behalf of each such Holder, the due
and punctual payment of the principal of (and premium, if any, on) and interest
(including, in case of default, interest on principal and, to the extent
permitted by applicable law, on overdue interest and including any additional
interest required to be paid according to the terms of any such Security or any
coupon appertaining thereto), if any, on each such Security, and the due and
punctual payment of any sinking fund payment (or analogous obligation), if any,
provided for with respect to any such Security, when and as the same shall
become due and payable, whether at Stated Maturity, upon redemption, upon
acceleration, upon tender for repayment at the option of any Holder or
otherwise, according to the terms thereof and of this Indenture, including,
without limitation, the payment of any Additional Amounts, if any, provided for
with respect to any such Security as described under Section 1005 hereof (the
"Guarantor Obligations"). In case of the failure of the Company or any successor
thereto punctually to pay any such principal, premium, interest or sinking fund
payment, each of the Subsidiary Guarantors hereby agrees to cause any


                                       86
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such payment to be made punctually when and as the same shall become due and
payable, whether at Stated Maturity, upon redemption, upon declaration of
acceleration, upon tender for repayment at the option of any Holder or
otherwise, as if such payment were made by the Company.

            Each of the Subsidiary Guarantors hereby agrees that its Guarantor
Obligations hereunder shall be as if it were principal debtor and not merely
surety and shall be absolute and unconditional, irrespective of the identity of
the Company, the validity, regularity or enforceability of any such Security or
coupon appertaining thereto or this Indenture, the absence of any action to
enforce the same, any waiver or consent by the Holder of any such Security or
coupon appertaining thereto with respect to any provisions thereof, the recovery
of any judgment against the Company or any action to enforce the same, or any
other circumstance which might otherwise constitute a legal or equitable
discharge or defense of a Subsidiary Guarantor. Each of the Subsidiary
Guarantors hereby waives diligence, presentment, demand of payment, filing of
claims with a court in the event of insolvency or bankruptcy of the Company, any
right to require a proceeding first against the Company, protest, notice and all
demands whatsoever and covenants that its Subsidiary Guarantee will not be
discharged except by complete performance of its obligations contained in any
such Security or coupon appertaining thereto and in its Subsidiary Guarantee.

            If the Trustee or the Holder of any Security or any coupon
appertaining thereto is required by any court or otherwise to return to the
Company or any Subsidiary Guarantor, or any custodian, receiver, liquidator,
assignee, trustee, sequestrator or other similar official acting in relation to
the Company or such Subsidiary Guarantor, any amount paid to the Trustee or such
Holder in respect of a Security or any coupons appertaining thereto, the related
Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated
in full force and effect. Each of the Subsidiary Guarantors further agrees, to
the fullest extent that it may lawfully do so, that, as between such Subsidiary
Guarantor, on the one hand, and the Holders and the Trustee, on the other hand,
the maturity of the obligations guaranteed hereby may be accelerated as provided
in Article Five hereof for the purposes of this Subsidiary Guarantee,
notwithstanding any stay, injunction or other prohibition extant under any
applicable bankruptcy law preventing such acceleration in respect of the
obligations guaranteed hereby.

            Each of the Subsidiary Guarantors shall be subrogated to all rights
of the Holders of the Securities of a series (and of any coupons appertaining
thereto) against the Company in respect of any amounts paid by such Subsidiary
Guarantor on account of such Securities or any coupons appertaining thereto or
this Indenture; provided, however, that such Subsidiary Guarantor shall not be
entitled to enforce or to receive any payments arising out of, or based upon,
such right of subrogation until the principal of (and premium, if any, on) and
interest, if any, on all Securities of such series shall have been indefeasibly
paid in full.

            SECTION 1602 Execution and Delivery of Guarantees.

            To evidence the Subsidiary Guarantees with respect to Securities of
or within any series that are specified, as contemplated by Section 301, to be
guaranteed by the Subsidiary Guarantors, each of the Subsidiary Guarantors
hereby agrees to execute its Subsidiary Guarantee, in a form established
pursuant to Section 201, to be endorsed on each Security of such series


                                       87
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authenticated and delivered by the Trustee. Each such Subsidiary Guarantee shall
be executed on behalf of such Subsidiary Guarantor by its Chairman of the Board,
the Chief Executive Officer, the Chief Operating Officer, the Financial Officer,
or its President, or one of its Executive Vice Presidents or Vice Presidents, or
by its Treasurer or one of its Assistant Treasurers and attested by its
Secretary or one of its Assistant Secretaries. The signature of any of these
officers on the Subsidiary Guarantees may be manual or facsimile.

            Any Subsidiary Guarantee bearing the manual or facsimile signatures
of the individuals who were the proper officers of any Subsidiary Guarantor
shall bind such Subsidiary Guarantor, notwithstanding that such individuals or
any of them have ceased to hold such offices prior to the authentication and
delivery of the Securities upon which such Subsidiary Guarantee are endorsed or
did not hold such offices at the date of such Securities.

            The delivery of any Securities by the Trustee, after the
authentication thereof hereunder, shall constitute due delivery of the
Subsidiary Guarantees endorsed thereon on behalf of the Subsidiary Guarantors.
Each of the Subsidiary Guarantors hereby agrees that its Subsidiary Guarantee
set forth in this Article Thirteen shall remain in full force and effect
notwithstanding any failure to endorse on each Security a notation of such
Subsidiary Guarantee.

            SECTION 1603 Limitation of Guarantor's Liability.

            Each of the Subsidiary Guarantors, and by its acceptance of a
Security each Holder, hereby confirms that it is the intention of all such
parties that in no event shall any Guarantor Obligations under the Subsidiary
Guarantees constitute or result in a fraudulent transfer or conveyance for
purposes of, or result in a violation of, any United States federal, or
applicable United States state, fraudulent transfer or conveyance or similar
law. To effectuate the foregoing intention, in the event that the Guarantor
Obligations of any Subsidiary Guarantor in respect of the Securities of any
series would, but for this sentence, constitute or result in such a fraudulent
transfer or conveyance or violation, then the liability of such Subsidiary
Guarantor under its Subsidiary Guarantee in respect of the Securities of such
series shall be reduced to the extent necessary to eliminate such fraudulent
transfer or conveyance or violation under the applicable fraudulent transfer or
conveyance or similar law.

                                    * * * * *


                                       88
   96

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

            IN WITNESS WHEREOF, the parties hereto have caused this Indenture to
be duly executed, and their respective corporate seals to be hereunto affixed
and attested, all as of the day and year first above written.

                                   QUEST DIAGNOSTICS INCORPORATED

                                   By ___________________________
                                      Name:
                                      Title:

Attest:

___________________________
Name:
Title:


                                   QUEST DIAGNOSTICS HOLDINGS INCORPORATED

                                   By ___________________________
                                      Name:
                                      Title:

Attest:

___________________________
Name:
Title:


                                   QUEST DIAGNOSTICS CLINICAL LABORATORIES, INC.

                                   By ___________________________
                                      Name:
                                      Title:
Attest:

___________________________
Name:
Title:


                                       89
   97

                                   QUEST DIAGNOSTICS INCORPORATED (CA)

                                   By ___________________________
                                      Name:
                                      Title:

Attest:

___________________________
Name:
Title:


                                   QUEST DIAGNOSTICS INCORPORATED (MD)

                                   By ___________________________
                                      Name:
                                      Title:

Attest:

___________________________
Name:
Title:


                                   QUEST DIAGNOSTICS LLC

                                   By ___________________________
                                      Name:
                                      Title:

Attest:

___________________________
Name:
Title:


                                       90
   98

                                   QUEST DIAGNOSTICS INCORPORATED (MI)

                                   By ___________________________
                                      Name:
                                      Title:

Attest:

___________________________
Name:
Title:


                                   QUEST DIAGNOSTICS INCORPORATED (CT)

                                   By ___________________________
                                      Name:
                                      Title:

Attest:

___________________________
Name:
Title:


                                  QUEST DIAGNOSTICS INCORPORATED (MA)

                                   By ___________________________
                                      Name:
                                      Title:

Attest:

___________________________
Name:
Title:


                                       91
   99

                                   QUEST DIAGNOSTICS OF PENNSYLVANIA INC.

                                   By ___________________________
                                      Name:
                                      Title:

Attest:

___________________________
Name:
Title:


                                   QUEST DIAGNOSTICS INCORPORATED (OH)

                                   By ___________________________
                                      Name:
                                      Title:

Attest:

___________________________
Name:
Title:


                                   METWEST INC.

                                   By ___________________________
                                      Name:
                                      Title:

Attest:

___________________________
Name:
Title:


                                       92
   100

                                   NICHOLS INSTITUTE DIAGNOSTICS

                                   By ___________________________
                                      Name:
                                      Title:

Attest:

___________________________
Name:
Title:


                                   DPD HOLDINGS, INC.

                                   By ___________________________
                                      Name:
                                      Title:

Attest:

___________________________
Name:
Title:


                                   DIAGNOSTICS REFERENCE SERVICES INC.

                                   By ___________________________
                                      Name:
                                      Title:

Attest:

___________________________
Name:
Title:


                                       93
   101

                                   LABORATORY HOLDINGS INCORPORATED

                                   By ___________________________
                                      Name:
                                      Title:

Attest:

___________________________
Name:
Title:


                                   QUEST DIAGNOSTICS INVESTMENTS INCORPORATED

                                   By ___________________________
                                      Name:
                                      Title:

Attest:

___________________________
Name:
Title:


                                   QUEST DIAGNOSTICS FINANCE INCORPORATED

                                   By ___________________________
                                      Name:
                                      Title:

Attest:

___________________________
Name:
Title:


                                       94
   102

                                   PATHOLOGY BUILDING PARTNERSHIP

                                   By Quest Diagnostics Incorporated (MD),
                                      General Partner

                                   By ___________________________
                                      Name:
                                      Title:

Attest:

___________________________
Name:
Title:


                                   THE BANK OF NEW YORK
                                       as Trustee

                                   By ___________________________
                                      Name:
                                      Title:

Attest:

___________________________
Name:
Title:


                                       95
   103

                                    EXHIBIT A

                              FORMS OF CERTIFICATES
   104

                                   EXHIBIT A-1

               FORM OF CERTIFICATE TO BE GIVEN BY PERSON ENTITLED
                TO RECEIVE BEARER SECURITY OR TO OBTAIN INTEREST
                       PAYABLE PRIOR TO THE EXCHANGE DATE

                                   CERTIFICATE

     [Insert title or sufficient description of Securities to be delivered]

            This is to certify that, as of the date hereof, and except as set
forth below, the above-captioned Securities held by you for our account (i) are
owned by person(s) that are not citizens or residents of the United States,
domestic partnerships, domestic corporations or any estate or trust the income
of which is subject to United States federal income taxation regardless of its
source ("United States person(s)"), (ii) are owned by United States person(s)
that are (a) foreign branches of United States financial institutions (financial
institutions, as defined in United States Treasury Regulations Section
1.165-12(c)(1)(v) are herein referred to as "financial institutions") purchasing
for their own account or for resale, or (b) United States person(s) who acquired
the Securities through foreign branches of United States financial institutions
and who hold the Securities through such United States financial institutions on
the date hereof (and in either case (a) or (b), each such United States
financial institution hereby agrees, on its own behalf or through its agent,
that you may advise John Deere Capital Corporation or its agent that such
financial institution will comply with the requirements of Section 165(j)(3)(A),
(B) or (C) of the United States Internal Revenue Code of 1986, as amended, and
the regulations thereunder), or (iii) are owned by United States or foreign
financial institution(s) for purposes of resale during the restricted period (as
defined in United States Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)),
and, in addition, if the owner is a United States or foreign financial
institution described in clause (iii) above (whether or not also described in
clause (i) or (ii)), this is to further certify that such financial institution
has not acquired the Securities for purposes of resale directly or indirectly to
a United States person or to a person within the United States or its
possessions.

            As used herein, "United States" means the United States of America
(including the States and the District of Columbia); and its "possessions"
include Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island
and the Northern Mariana Islands.

            We undertake to advise you promptly by tested telex on or prior to
the date on which you intend to submit your certification relating to the
above-captioned Securities held by you for our account in accordance with your
Operating Procedures if any applicable statement herein is not correct on such
date, and in the absence of any such notification it may be assumed that this
certification applies as of such date.

            This certificate excepts and does not relate to [U.S.$] ___________
of such interest in the above-captioned Securities in respect of which we are
not able to certify and as to which we understand an exchange for an interest in
a Permanent Global Security or an exchange for and delivery of definitive
Securities (or, if relevant, collection of any interest) cannot be made until we
do so certify.

   105

            We understand that this certificate may be required in connection
with certain tax legislation in the United States. If administrative or legal
proceedings are commenced or threatened in connection with which this
certificate is or would be relevant, we irrevocably authorize you to produce
this certificate or a copy thereof to any interested party in such proceedings.

Dated: ___________

[To be dated no earlier than the 15th day
prior to (i) the Exchange Date or (ii) the
relevant Interest Payment Date occurring prior
to the Exchange Date, as applicable]
[Name of Person Making Certification]


                                    ___________________________________
                                    (Authorized Signatory)
                                    Name:
                                    Title:


                                      A-1-2
   106

                                   EXHIBIT A-2

                FORM OF CERTIFICATE TO BE GIVEN BY EUROCLEAR AND
           CLEARSTREAM BANKING SOCIETE ANONYME IN CONNECTION WITH THE
                                   EXCHANGE OF
                    A PORTION OF A TEMPORARY GLOBAL SECURITY
                       OR TO OBTAIN INTEREST PAYABLE PRIOR
                              TO THE EXCHANGE DATE

                                   CERTIFICATE

     [Insert title or sufficient description of Securities to be delivered]

            This is to certify that, based solely on written certifications that
we have received in writing, by tested telex or by electronic transmission from
each of the persons appearing in our records as persons entitled to a portion of
the principal amount set forth below (our "Member Organizations") substantially
in the form attached hereto, as of the date hereof, [U.S.$] __________________
principal amount of the above-captioned Securities (i) is owned by person(s)
that are not citizens or residents of the United States, domestic partnerships,
domestic corporations or any estate or trust the income of which is subject to
United States Federal income taxation regardless of its source ("United States
person(s)"), (ii) is owned by United States person(s) that are (a) foreign
branches of United States financial institutions (financial institutions, as
defined in U.S. Treasury Regulations Section 1.165-12(c)(1)(v) are herein
referred to as "financial institutions") purchasing for their own account or for
resale, or (b) United States person(s) who acquired the Securities through
foreign branches of United States financial institutions and who hold the
Securities through such United States financial institutions on the date hereof
(and in either case (a) or (b), each such financial institution has agreed, on
its own behalf or through its agent, that we may advise John Deere Capital
Corporation or its agent that such financial institution will comply with the
requirements of Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code of
1986, as amended, and the regulations thereunder), or (iii) is owned by United
States or foreign financial institution(s) for purposes of resale during the
restricted period (as defined in United States Treasury Regulations Section
1.163-5(c)(2)(i)(D)(7)), and, to the further effect, that financial institutions
described in clause (iii) above (whether or not also described in clause (i) or
(ii)) have certified that they have not acquired the Securities for purposes of
resale directly or indirectly to a United States person or to a person within
the United States or its possessions.

            As used herein, "United States" means the United States of America
(including the States and the District of Columbia); and its "possessions"
include Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island
and the Northern Mariana Islands.

            We further certify that (i) we are not making available herewith for
exchange (or, if relevant, collection of any interest) any portion of the
temporary global Security representing the above-captioned Securities excepted
in the above-referenced certificates of Member Organizations and (ii) as of the
date hereof we have not received any notification from any of our Member
Organizations to the effect that the statements made by such Member
Organizations

   107

with respect to any portion of the part submitted herewith for exchange (or, if
relevant, collection of any interest) are no longer true and cannot be relied
upon as of the date hereof.

            We understand that this certification is required in connection with
certain tax legislation in the United States. If administrative or legal
proceedings are commenced or threatened in connection with which this
certificate is or would be relevant, we irrevocably authorize you to produce
this certificate or a copy thereof to any interested party in such proceedings.

Dated: ____________

[To be dated no earlier than
the Exchange Date or the relevant
Interest Payment Date occurring
prior to the Exchange Date, as
applicable]

                                    [Morgan Guaranty Trust Company of New
                                    York, Brussels Office,] as Operator
                                    of the Euroclear System
                                    [Clearstream Banking societe anonyme]


                                    By ______________________________

                                      A-2-2

EX-4.5

   1


                                                                     Exhibit 4.5


================================================================================

                        QUEST DIAGNOSTICS INCORPORATED,

                                   as Issuer

                    THE SUBSIDIARY GUARANTORS NAMED HEREIN,

                                 as Guarantors

                                      and

                             THE BANK OF NEW YORK,
                                   as Trustee

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

                                   Indenture

                          Dated as of _______________

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

                           Providing for the Issuance

                                       of

                          Subordinated Debt Securities

================================================================================

   2

                         QUEST DIAGNOSTICS INCORPORATED

                 Reconciliation and tie between Trust Indenture
             Act of 1939 and Indenture, dated as of ______________

Trust Indenture Act Section               Indenture Section
- ---------------------------               -----------------

Section 310(a)(1).........................      607
           (a)(2).........................      607
           (b)............................      608
Section 312(c)............................      701
Section 314(a)............................      703
           (a)(4).........................      1005
           (c)(1).........................      102
           (c)(2).........................      102
           (e)............................      102
Section 315(b)............................      601
Section 316(a) (last sentence)............      101 ("Outstanding")
           (a)(1)(A)......................      502, 512
           (a)(1)(B)......................      513
           (b)............................      508
Section 317(a)(1).........................      503
           (a)(2).........................      504
Section 318(a)............................      111
           (c)............................      111

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

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

   3

                               TABLE OF CONTENTS

                                                                     Page

                                  ARTICLE ONE

            DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

  SECTION 101 Definitions..............................................1
  SECTION 102 Compliance Certificates and Opinions....................11
  SECTION 103 Form of Documents Delivered to Trustee..................12
  SECTION 104 Acts of Holders.........................................13
  SECTION 105 Notices, Etc., to Trustee and Company...................14
  SECTION 106 Notice to Holders; Waiver...............................15
  SECTION 107 Effect of Headings and Table of Contents................16
  SECTION 108 Successors and Assigns..................................16
  SECTION 109 Separability Clause.....................................16
  SECTION 110 Benefits of Indenture...................................16
  SECTION 111 Governing Law...........................................16
  SECTION 112 Legal Holidays..........................................16
  SECTION 113 Conflict of Any Provision of Indenture with Trust
              Indenture Act...........................................17
  SECTION 114 No Recourse against Others..............................17
  SECTION 115 Waiver of Trial by Jury.................................17

                                  ARTICLE TWO

                                SECURITIES FORMS

  SECTION 201 Forms of Securities.....................................17
  SECTION 202 Form of Trustee's Certificate of Authentication.........18
  SECTION 203 Securities Issuable in Global Form......................18
  SECTION 204 Form of Legend for Book-Entry Securities................19

                                 ARTICLE THREE

                                 THE SECURITIES

  SECTION 301 Amount Unlimited; Issuable in Series....................20

   4

  SECTION 302 Denominations...........................................24
  SECTION 303 Execution, Authentication, Delivery and Dating..........24
  SECTION 304 Temporary Securities....................................26
  SECTION 305 Registration, Registration of Transfer and Exchange.....29
  SECTION 306 Mutilated, Destroyed, Lost and Stolen Securities........32
  SECTION 307 Payment of Interest; Interest Rights Preserved;
              Optional Interest Reset.................................34
  SECTION 308 Optional Extension of Maturity..........................37
  SECTION 309 Persons Deemed Owners...................................38
  SECTION 310 Cancellation............................................38
  SECTION 311 Computation of Interest.................................39
  SECTION 312 Currency and Manner of Payments in Respect of
              Securities..............................................39
  SECTION 313 Appointment and Resignation of Successor Exchange Rate
              Agent...................................................43
  SECTION 314 CUSIP Numbers...........................................43

                                  ARTICLE FOUR

                           SATISFACTION AND DISCHARGE

  SECTION 401 Satisfaction and Discharge of Indenture.................44
  SECTION 402 Application of Trust Funds..............................45

                                  ARTICLE FIVE

                                    REMEDIES

  SECTION 501 Events of Default.......................................46
  SECTION 502 Acceleration of Maturity; Rescission and Annulment......47
  SECTION 503 Collection of Indebtedness and Suits for Enforcement by
              Trustee.................................................48
  SECTION 504 Trustee May File Proofs of Claim........................49
  SECTION 505 Trustee May Enforce Claims Without Possession of
              Securities or Coupons...................................50
  SECTION 506 Application of Money Collected..........................50
  SECTION 507 Limitation on Suits.....................................50
  SECTION 508 Unconditional Right of Holders to Receive Principal,
              Premium and Interest and Additional Amounts, if Any.....51
  SECTION 509 Restoration of Rights and Remedies......................51


                                       ii
   5

  SECTION 510 Rights and Remedies Cumulative..........................52
  SECTION 511 Delay or Omission Not Waiver............................52
  SECTION 512 Control by Holders of Securities........................52
  SECTION 513 Undertaking for Costs...................................52
  SECTION 514 Waiver of Past Defaults.................................53
  SECTION 515 Waiver of Usury, Stay or Extension Laws.................53

                                  ARTICLE SIX

                                  THE TRUSTEE

  SECTION 601 Notice of Defaults......................................54
  SECTION 602 Certain Rights of Trustee...............................54
  SECTION 603 Not Responsible for Recitals or Issuance of Securities..56
  SECTION 604 May Hold Securities.....................................56
  SECTION 605 Money Held in Trust.....................................56
  SECTION 606 Compensation and Reimbursement..........................57
  SECTION 607 Corporate Trustee Required; Eligibility.................57
  SECTION 608 Resignation and Removal; Appointment of Successor.......58
  SECTION 609 Acceptance of Appointment by Successor..................59
  SECTION 610 Merger, Conversion, Consolidation or Succession to
              Business................................................60
  SECTION 611 Appointment of Authenticating Agent.....................61
  SECTION 612 Conflicting Interests...................................62
  SECTION 613 Appointment of Co-Trustee...............................62
  SECTION 614 Trustee's Application for Instructions from the Company.63

                                 ARTICLE SEVEN

               HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

  SECTION 701 Disclosure of Names and Addresses of Holders............64
  SECTION 702 Reports by Trustee......................................65
  SECTION 703 Reports by Company and Subsidiary Guarantors............65
  SECTION 704 Calculation of Original Issue Discount..................66


                                      iii
   6

                                 ARTICLE EIGHT

                 CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER


  SECTION 801 Company May Consolidate, Etc., Only on Certain Terms....66
  SECTION 802 Successor Person Substituted............................67
  SECTION 803 Officers' Certificate and Opinion of Counsel............67


                                  ARTICLE NINE

                            SUPPLEMENTAL INDENTURES

  SECTION 901 Supplemental Indentures Without Consent of Holders......68
  SECTION 902 Supplemental Indentures with Consent of Holders.........69
  SECTION 903 Execution of Supplemental Indentures....................71
  SECTION 904 Effect of Supplemental Indentures.......................71
  SECTION 905 Conformity with Trust Indenture Act.....................71
  SECTION 906 Reference in Securities to Supplemental Indentures......71
  SECTION 907 Effect on Senior Indebtedness...........................72

                                  ARTICLE TEN

                                   COVENANTS

  SECTION 1001 Payment of Principal, Premium, if any, and Interest....72
  SECTION 1002 Maintenance of Office or Agency........................72
  SECTION 1003 Money for Securities Payments to be Held in Trust......74
  SECTION 1004 Corporate Existence....................................75
  SECTION 1005 Additional Amounts.....................................75
  SECTION 1006 Statement as to Compliance.............................76
  SECTION 1007 Waiver of Certain Covenants............................77

                                 ARTICLE ELEVEN

                            REDEMPTION OF SECURITIES

  SECTION 1101 Applicability of Article...............................77
  SECTION 1102 Election to Redeem; Notice to Trustee..................77


                                       iv
   7

  SECTION 1103 Selection by Trustee of Securities to be Redeemed......77
  SECTION 1104 Notice of Redemption...................................78
  SECTION 1105 Deposit of Redemption Price............................79
  SECTION 1106 Securities Payable on Redemption Date..................79
  SECTION 1107 Securities Redeemed in Part............................80

                                 ARTICLE TWELVE

                                 SINKING FUNDS

  SECTION 1201 Applicability of Article...............................81
  SECTION 1202 Satisfaction of Sinking Fund Payments with Securities..81
  SECTION 1203 Redemption of Securities for Sinking Fund..............81

                                ARTICLE THIRTEEN

                       REPAYMENT AT THE OPTION OF HOLDERS

  SECTION 1301 Applicability of Article...............................82
  SECTION 1302 Repayment of Securities................................82
  SECTION 1303 Exercise of Option.....................................82
  SECTION 1304 When Securities Presented for Repayment Become Due and
               Payable................................................83
  SECTION 1305 Securities Repaid in Part..............................84

                                ARTICLE FOURTEEN

                       DEFEASANCE AND COVENANT DEFEASANCE

  SECTION 1401 Applicability of Article; Company's Option to Effect
               Defeasance or Covenant Defeasance......................84
  SECTION 1402 Defeasance and Discharge...............................85
  SECTION 1403 Covenant Defeasance....................................85
  SECTION 1404 Conditions to Defeasance or Covenant Defeasance........86
  SECTION 1405 Deposited Money and Government Obligations to Be Held
               in Trust; Other Miscellaneous Provisions...............87


                                       v
   8

                                ARTICLE FIFTEEN

                       MEETINGS OF HOLDERS OF SECURITIES

  SECTION 1501 Purposes for Which Meetings May Be Called..............89
  SECTION 1502 Call, Notice and Place of Meetings.....................89
  SECTION 1503 Persons Entitled to Vote at Meetings...................89
  SECTION 1504 Quorum; Action.........................................89
  SECTION 1505 Determination of Voting Rights; Conduct and
               Adjournment of Meetings................................90
  SECTION 1506 Counting Votes and Recording Action of Meetings........91

                                ARTICLE SIXTEEN

                                   GUARANTEES

  SECTION 1601 Guarantees.............................................92
  SECTION 1602 Execution and Delivery of Guarantees...................93
  SECTION 1603 Limitation of Guarantor's Liability....................94

                               ARTICLE SEVENTEEN

                           SUBORDINATION OF SECURITIES

  SECTION 1701 Agreement to Subordinate...............................94
  SECTION 1702 Distribution on Dissolution, Liquidation and
               Reorganization; Subrogation of Securities..............94
  SECTION 1703 No Payment on Securities in Certain Circumstances......96
  SECTION 1704 Payments on Securities Permitted.......................98
  SECTION 1705 Authorization of Holders to Trustee to Effect
               Subordination..........................................98
  SECTION 1706 Notices to Trustee.....................................98
  SECTION 1707 Trustee as Holder of Senior Indebtedness...............99
  SECTION 1708 Modifications of Terms of Senior Indebtedness..........99
  SECTION 1709 Reliance on Judicial Order or Certificate of
               Liquidating Agent......................................99

                                ARTICLE EIGHTEEN

                          SUBORDINATION OF GUARANTEES

  SECTION 1801 Agreement to Subordinate..............................100


                                       vi
   9

  SECTION 1802 Distribution on Dissolution, Liquidation and
               Reorganization; Subrogation of Securities.............100
  SECTION 1803 No Payment on Subsidiary Guarantees in Certain
               Circumstances.........................................102
  SECTION 1804 Payments on Subsidiary Guarantees Permitted...........103
  SECTION 1805 Authorization of Holders to Trustee to Effect
               Subordination.........................................103
  SECTION 1806 Notices to Trustee....................................103
  SECTION 1807 Trustee as Holder of Senior Guarantees................104
  SECTION 1808 Modifications of Terms of Senior Guarantees...........104
  SECTION 1809 Reliance on Judicial Order or Certificate of
               Liquidating Agent.....................................104

EXHIBIT A - FORMS OF CERTIFICATES


                                      vii
   10

            INDENTURE, dated as of ________________, between QUEST DIAGNOSTICS
INCORPORATED, a Delaware corporation (hereinafter called the "Company"), having
its principal office at One Malcolm Avenue, Teterboro, New Jersey 07608, each of
the Subsidiary Guarantors (as hereinafter defined) and THE BANK OF NEW YORK, a
New York banking corporation, as Trustee (hereinafter called the "Trustee").

               RECITALS OF THE COMPANY AND SUBSIDIARY GUARANTORS

            WHEREAS, the Company deems it necessary to issue from time to time
for its lawful purposes subordinated debt securities (hereinafter called the
"Securities") evidencing its unsecured and subordinated indebtedness, which may
or may not be convertible into or Exchangeable for any securities of any Person
(including the Company), and which may or may not be guaranteed by the
Subsidiary Guarantors, and has duly authorized the execution and delivery of
this Indenture to provide for the issuance from time to time of the Securities,
to be issued in one or more series, unlimited as to principal amount, to bear
such rates of interest, to mature at such times and to have such other
provisions as provided in this Indenture;

            WHEREAS, this Indenture is subject to the provisions of the Trust
Indenture Act of 1939, as amended, that are required to be part of this
Indenture and shall, to the extent applicable, be governed by such provisions;
and

            WHEREAS, all things necessary to make this Indenture a valid
agreement of the Company and each Subsidiary Guarantor, in accordance with its
terms, have been done;

            NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                  ARTICLE ONE

            DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

            SECTION 101 Definitions.

            For all purposes of this Indenture, except as otherwise expressly
provided or unless the context otherwise requires or unless such definition is
changed or amended in a supplement or amendment to this Indenture:

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

   11

            (2) all other terms used herein which are defined in the TIA, either
      directly or by reference therein, have the meanings assigned to them
      therein, and the terms "cash transaction" and "self-liquidating paper", as
      used in TIA Section 311, shall have the meanings assigned to them in the
      rules of the Commission adopted under the TIA;

            (3) all accounting terms not otherwise defined herein have the
      meanings assigned to them in accordance with accounting principles
      generally accepted in the United States; and

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

            Certain terms, used principally in Article Three, Article Five and
Article Six, are defined in those Articles.

            "Act", when used with respect to any Holder, has the meaning
specified in Section 104.

            "Additional Amounts" means any additional amounts which are required
by a Security or by or pursuant to a Board Resolution, under circumstances
specified therein, to be paid by the Company in respect of certain taxes imposed
on certain Holders and which are owing to such Holders.

            "Affiliate" of any specified Person means any other Person directly
or indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For 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.

            "Authenticating Agent" means any authenticating agent appointed by
the Trustee pursuant to Section 611.

            "Authorized Newspaper" means a newspaper, in the English language or
in an official language of the country of publication, customarily published on
each Business Day, whether or not published on Saturdays, Sundays or holidays,
and of general circulation in each place in connection with which the term is
used or in the financial community of each such place. Where successive
publications are required to be made in Authorized Newspapers, the successive
publications may be made in the same or in different newspapers in the same city
meeting the foregoing requirements and in each case on any Business Day.

            "Bearer Security" means any Security established pursuant to Section
201 which is payable to bearer.


                                       2
   12

            "Board of Directors" means the board of directors of the Company, or
any Subsidiary Guarantor, as the case may be, or the executive committee or any
committee of that board duly authorized to act hereunder.

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

            "Business Day", when used with respect to any Place of Payment or
any other particular location referred to in this Indenture or in the
Securities, means, unless otherwise specified with respect to any Securities
pursuant to Section 301, each Monday, Tuesday, Wednesday, Thursday and Friday
which is not a day on which banking institutions in that Place of Payment or
particular location are authorized or obligated by law or executive order to
close.

            "Clearstream" means Clearstream Banking societe anonyme or its
successor.

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

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

            "Company Request" and "Company Order" mean, respectively, a written
request or order signed in the name of the Company by the Chairman, the
President or a Vice President, and by the Treasurer, an Assistant Treasurer, the
Comptroller or an Assistant Comptroller, the Secretary or an Assistant
Secretary, of the Company, and delivered to the Trustee.

            "Conversion Date" has the meaning specified in Section 312(d).

            "Conversion Event" means the cessation of use of (i) a Foreign
Currency both by the government of the country which issued such currency and
for the settlement of transactions by a central bank or other public
institutions of or within the international banking community, (ii) the euro for
the settlement of transactions by public institutions of or within the European
Communities or (iii) any currency unit (or composite currency) other than the
euro for the purposes for which the euro was established.

            "Corporate Trust Office" means the office of the Trustee at which,
at any particular time, its corporate trust business shall be principally
administered, which office at the date hereof is located at 101 Barclay Street,
New York, New York 10286, Attn: Corporate Trust - Trustee Administration.


                                       3
   13

            "Corporation" includes corporations, associations, limited liability
companies, companies and business trusts.

            "Coupon" means any interest coupon appertaining to a Bearer
Security.

            "Currency" means any currency or currencies, composite currency or
currency unit or currency units, including, without limitation, the euro issued
by the government of one or more countries or by any reorganized confederation
or association of such governments.

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

            "Defaulted Interest" has the meaning specified in Section 307.

            "Depository Participant" means, with respect to the Depositary Trust
Company (the "Depository") or its nominee, an institution that has an account
therewith.

            "Dollar" or "$" means a dollar or other equivalent unit in such coin
or currency of the United States of America as at the time shall be legal tender
for the payment of public and private debts.

            "Election Date" has the meaning specified in Section 312(h).

            "Euroclear" means Morgan Guaranty Trust Company of New York,
Brussels Office, or its successor as operator of the Euroclear System.

            "European Communities" means the European Union, the European Coal
and Steel Community and the European Atomic Energy Community.

            "Event of Default" has the meaning specified in Article Five.

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

            "Exchange Rate Agent", with respect to Securities of or within any
series, means, unless otherwise specified with respect to any Securities
pursuant to Section 301, a New York Clearing House bank designated pursuant to
Section 301 or Section 313.

            "Exchange Rate Officer's Certificate" means a certificate setting
forth (i) the applicable Market Exchange Rate or the applicable bid quotation
and (ii) the Dollar or Foreign Currency amounts of principal (and premium, if
any) and interest, if any (on an aggregate basis and on the basis of a Security
having the lowest denomination principal amount determined in accordance with
Section 302 in the relevant currency or currency unit), payable with respect to
a Security of any series on the basis of such Market Exchange Rate or the
applicable bid quotation, signed by the Treasurer, any Vice President or any
Assistant Treasurer of the Company.


                                       4
   14

            "Foreign Currency" means any Currency, including, without
limitation, the euro, issued by the government of one or more countries other
than the United States of America or by any recognized confederation or
association of such governments.

            "Government Obligations" means securities which are (i) direct
obligations of the United States of America or the government which issued the
Foreign Currency in which the Securities of a particular series are payable, for
the payment of which its full faith and credit is pledged or (ii) obligations of
a Person controlled or supervised by and acting as an agency or instrumentality
of the United States of America or such government which issued the Foreign
Currency in which the Securities of such series are payable, the payment of
which is unconditionally guaranteed as a full faith and credit obligation by the
United States of America or such other government, which, in either case, are
not callable or redeemable at the option of the issuer thereof, and shall also
include a depository receipt issued by a bank or trust company as custodian with
respect to any such Government Obligation or a specific payment of interest on
or principal of any such Government Obligation held by such custodian for the
account of the holder of a depository receipt; provided that (except as required
by law) such custodian is not authorized to make any deduction from the amount
payable to the holder of such depository receipt from any amount received by the
custodian in respect of the Government Obligation or the specific payment of
interest on or principal of the Government Obligation evidenced by such
depository receipt.

            "Guarantee" by any Person means any obligation, contingent or
otherwise, of such Person guaranteeing any indebtedness of any other Person (the
"primary obligor") in any manner, whether directly or indirectly, and including,
without limitation, any obligation of such Person, (i) to purchase or pay (or
advance or supply funds for the purchase or payment of) such indebtedness or to
purchase (or to advance or supply funds for the purchase of) such indebtedness
or to purchase (or to advance or supply funds for the purchase of) any security
for the payment of such indebtedness, (ii) to purchase property, securities or
services for the purpose of assuring the holder of such indebtedness of the
payment of such indebtedness, or (iii) to maintain working capital, equity
capital or other financial statement condition or liquidity of the primary
obligor so as to enable the primary obligor to pay such indebtedness (and
"Guaranteed", "Guaranteeing" and "Guarantor" shall have meanings correlative to
the foregoing); provided, however, that the Guarantee by any Person shall not
include endorsements by such Person for collection or deposit, in either case,
in the ordinary course of business.

            "Holder" means, in the case of a Registered Security, the Person in
whose name a Security is registered in the Security Register and, in the case of
a Bearer Security, the bearer thereof and, when used with respect to any coupon,
shall mean the bearer thereof.

            "Indenture" means this instrument as originally executed or as it
may from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof,
and shall include the terms of particular series of Securities established as
contemplated by Section 301; provided, however, that, if at any time more than
one Person is acting as Trustee under this


                                       5
   15

instrument, "Indenture" shall mean, with respect to any one or more series of
Securities for which such Person is Trustee, this instrument as originally
executed or as it may from time to time be supplemented or amended by one or
more indentures supplemental hereto entered into pursuant to the applicable
provisions hereof and shall include the terms of the or those particular series
of Securities for which such Person is Trustee established as contemplated by
Section 301, exclusive, however, of any provisions or terms which relate solely
to other series of Securities for which such Person is not Trustee, regardless
of when such terms or provisions were adopted, and exclusive of any provisions
or terms adopted by means of one or more indentures supplemental hereto executed
and delivered after such Person had become such Trustee but to which such
Person, as such Trustee, was not a party.

            "Indexed Security" means a Security as to which all or certain
interest payments and/or the principal amount payable at Maturity are determined
by reference to prices, changes in prices, or differences between prices, of
securities, Currencies, intangibles, goods, articles or commodities or by such
other objective price, economic or other measures as are specified in Section
301 hereof.

            "Interest", when used with respect to an Original Issue Discount
Security which by its terms bears interest only after Maturity, shall mean
interest payable after Maturity, and, when used with respect to a Security which
provides for the payment of Additional Amounts pursuant to Section 1004 or
otherwise, includes such Additional Amounts.

            "Interest Payment Date", when used with respect to any Security,
means the Stated Maturity of an installment of interest on such Security.

            "Market Exchange Rate" means, unless otherwise specified with
respect to any Securities pursuant to Section 301, (i) for any conversion
involving a currency unit on the one hand and Dollars or any Foreign Currency on
the other, the exchange rate between the relevant currency unit and Dollars or
such Foreign Currency calculated by the method specified pursuant to Section 301
for the Securities of the relevant series, (ii) for any conversion of Dollars
into any Foreign Currency, the noon buying rate for such Foreign Currency for
cable transfers quoted in New York City as certified for customs purposes by the
Federal Reserve Bank of New York and (iii) for any conversion of one Foreign
Currency into Dollars or another Foreign Currency, the spot rate at noon local
time in the relevant market at which, in accordance with normal banking
procedures, the Dollars or Foreign Currency into which conversion is being made
could be purchased with the Foreign Currency from which conversion is being made
from major banks located in either New York City, London or any other principal
market for Dollars or such purchased Foreign Currency, in each case determined
by the Exchange Rate Agent. Unless otherwise specified with respect to any
Securities pursuant to Section 301, in the event of the unavailability of any of
the exchange rates provided for in the foregoing clauses (i), (ii) and (iii),
the Exchange Rate Agent shall use, in its sole discretion and without liability
on its part, such quotation of the Federal Reserve Bank of New York as of the
most recent available date, or quotations from one or more major banks in New
York City, London or other principal market for such currency or currency


                                       6
   16

unit in question, or such other quotations as the Exchange Rate Agent shall deem
appropriate. Unless otherwise specified by the Exchange Rate Agent, if there is
more than one market for dealing in any currency or currency unit by reason of
foreign exchange regulations or otherwise, the market to be used in respect of
such currency or currency unit shall be that upon which a nonresident issuer of
securities designated in such currency or currency unit would purchase such
currency or currency unit in order to make payments in respect of such
securities.

            "Maturity", when used with respect to any Security, means the date
on which the principal of such Security or an installment of principal becomes
due and payable as therein or herein provided, whether at the Stated Maturity or
by declaration of acceleration, notice of redemption, notice of option to elect
repayment, notice of exchange or conversion or otherwise.

            "Officers' Certificate" means a certificate signed by the Chairman,
the President or any Vice President and by the Treasurer, an Assistant
Treasurer, the Comptroller or an Assistant Comptroller, the Secretary or an
Assistant Secretary of the Company, or any Subsidiary Guarantor, as the case may
be, and delivered to the Trustee.

            "Opinion of Counsel" means a written opinion of counsel, who may be
counsel for the Company or any Subsidiary Guarantor or who may be an employee of
or other counsel for the Company or any Subsidiary Guarantor satisfactory to the
Trustee.

            "Original Issue Discount Security" means any Security which provides
for an amount less than the principal amount thereof to be due and payable upon
a declaration of acceleration of the Maturity thereof pursuant to Section 502.

            "Outstanding", when used with respect to Securities or any series of
any Securities, means, as of the date of determination, all Securities or all
Securities of such series, as the case may be, theretofore authenticated and
delivered under this Indenture, except:

            Securities theretofore cancelled by the Trustee or delivered to the
Trustee for cancellation;

Securities, or portions thereof, for whose payment or redemption or repayment at
the option of the Holder money in the necessary amount has been theretofore
deposited with the Trustee or any Paying Agent (other than the Company or any
Subsidiary Guarantor) in trust or set aside and segregated in trust by the
Company or a Subsidiary Guarantor (if the Company or such Subsidiary Guarantor
shall act as Paying Agent) for the Holders of such Securities and any coupons
appertaining thereto, provided that, if such Securities are to be redeemed,
notice of such redemption has been duly given pursuant to this Indenture or
provision therefor satisfactory to the Trustee has been made;

Securities, except to the extent provided in Sections 1402 and 1403, with
respect to which the Company has effected defeasance and/or covenant defeasance
as provided in Article Fourteen; and


                                       7
   17

Securities which have been paid pursuant to Section 306 or in exchange for or in
lieu of which other Securities have been authenticated and delivered pursuant to
this Indenture, other than any such Securities in respect of which there shall
have been presented to the Trustee proof satisfactory to it that such Securities
are held by a bona fide purchaser in whose hands such Securities are valid
obligations of the Company;

provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder or are present at
a meeting of Holders for quorum purposes, and for the purpose of making the
calculations required by TIA Section 313, (i) the principal amount of an
Original Issue Discount Security that may be counted in making such
determination or calculation and that shall be deemed to be Outstanding for such
purpose shall be equal to the amount of principal thereof that would be (or
shall have been declared to be) due and payable, at the time of such
determination, upon a declaration of acceleration of the Maturity thereof
pursuant to Section 502, (ii) the principal amount of any Security denominated
in a Foreign Currency that may be counted in making such determination or
calculation and that shall be deemed Outstanding for such purpose shall be equal
to the Dollar equivalent, determined as of the date such Security is originally
issued by the Company as set forth in an Exchange Rate Officer's Certificate
delivered to the Trustee, of the principal amount (or, in the case of an
Original Issue Discount Security or Indexed Security, the Dollar equivalent as
of such date of original issuance of the amount determined as provided in clause
(i) above or (iii) below, respectively) of such Security, (iii) the principal
amount of any Indexed Security that may be counted in making such determination
or calculation and that shall be deemed outstanding for such purpose shall be
equal to the principal face amount of such Indexed Security at original
issuance, unless otherwise provided with respect to such Security pursuant to
Section 301, and (iv) Securities owned by the Company or any other obligor upon
the Securities or any Affiliate of the Company or of such other obligor shall be
disregarded and deemed not to be Outstanding, except that, in determining
whether the Trustee shall be protected in making such calculation or in relying
upon any such request, demand, authorization, direction, notice, consent or
waiver, only Securities which the Trustee actually knows to be so owned shall be
so disregarded. Securities so owned which have been pledged in good faith may be
regarded as Outstanding if the pledgee establishes to the satisfaction of the
Trustee the pledgee's right so to act with respect to such Securities and that
the pledgee is not the Company or any other obligor upon the Securities or any
Affiliate of the Company or of such other obligor.

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

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

            "Place of Payment", when used with respect to the Securities of or
within any series, means the place or places where the principal of (and
premium, if any) and


                                       8
   18

interest, if any, on such Securities are payable as specified and as
contemplated by Sections 301 and 1002.

            "Predecessor Security" of any particular Security means every
previous Security evidencing all or a portion of the same debt as that evidenced
by such particular Security; and, for the purposes of this definition, any
Security authenticated and delivered under Section 306 in exchange for or in
lieu of a mutilated, destroyed, lost or stolen Security or a Security to which a
mutilated, destroyed, lost or stolen coupon appertains shall be deemed to
evidence the same debt as the mutilated, destroyed, lost or stolen Security or
the Security to which the mutilated, destroyed, lost or stolen coupon
appertains.

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

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

            "Registered Security" shall mean any Security which is registered in
the Security Register.

            "Regular Record Date" for the interest payable on any Interest
Payment Date on the Registered Securities of or within any series means the date
specified for that purpose as contemplated by Section 301, whether or not a
Business Day.

            "Repayment Date" means, when used with respect to any Security to be
repaid at the option of the Holder, the date fixed for such repayment by or
pursuant to this Indenture.

            "Repayment Price" means, when used with respect to any Security to
be repaid at the option of the Holder, the price at which it is to be repaid by
or pursuant to this Indenture.

            "Responsible Officer" shall mean, when used with respect to the
Trustee, any officer within the corporate trust department of the Trustee,
including any vice president, assistant vice president, assistant secretary,
assistant treasurer, trust officer or any other officer of the Trustee who
customarily performs functions similar to those performed by the Persons who at
the time shall be such officers, respectively, or to whom any corporate trust
matter is referred because of such person's knowledge of and familiarity with
the particular subject and who shall have direct responsibility for the
administration of this Indenture.

            "Security" or "Securities" has the meaning stated in the first
recital of this Indenture and, more particularly, means any Security or
Securities authenticated and delivered under this Indenture; provided, however,
that, if at any time there is more than one Person acting as Trustee under this
Indenture, "Securities" with respect to the Indenture as to which such Person is
Trustee shall have the meaning stated in the first


                                       9
   19

recital of this Indenture and shall more particularly mean Securities
authenticated and delivered under this Indenture, exclusive, however, of
Securities of any series as to which such Person is not Trustee. Where
applicable, references in this Indenture to "Security" or "Securities" in
respect of which Subsidiary Guarantees have been issued and are Outstanding will
include such Subsidiary Guarantees.

            "Security Register" and "Security Registrar" have the respective
meanings specified in Section 305.

            "Senior Guarantees" means with respect to any Subsidiary Guarantor
all obligations of such Subsidiary Guarantor under a guarantee of Senior
Indebtedness of the Company.

            "Senior Indebtedness" means the principal of (and premium, if any)
and unpaid interest on (a) indebtedness of the Company (including indebtedness
of others Guaranteed by the Company), whether outstanding on the date hereof or
thereafter created, incurred, assumed or guaranteed, for money borrowed (other
than the 10 3/4% Senior Subordinated Notes due 2006) of the Company and the
indebtedness evidenced by the Securities outstanding on the date hereof or
thereafter created), unless in the instrument creating or evidencing the same or
pursuant to which the same is outstanding it is provided that such indebtedness
is not senior or prior in right of payment to the Securities, and (b) renewals,
extensions, modifications and refundings of any such indebtedness.

            "Special Record Date" for the payment of any Defaulted Interest on
the Registered Securities of or within any series means a date fixed by the
Trustee pursuant to Section 307.

            "Stated Maturity", when used with respect to any Security or any
installment of principal thereof or interest thereon, means the date specified
in such Security or a coupon representing such installment of interest as the
fixed date on which the principal of such Security or such installment of
principal or interest is due and payable, as such date may be extended pursuant
to the provisions of Section 308.

            "Subsidiary" means any corporation a majority of the outstanding
voting stock of which is owned, directly or indirectly, by the Company or by one
or more other Subsidiaries of the Company. For the purposes of this definition,
"voting stock" means stock having voting power for the election of directors,
managers or trustees of any Person (whether or not, at the time, stock of any
other class or classes shall have, or might have, voting power by reason of the
happening of any contingency).

            "Subsidiary Guarantees" means, with respect to the Securities of any
series, the guarantees with respect to the Securities of such Series by a
Subsidiary Guarantor pursuant to Article Sixteen hereof or a supplemental
indenture thereto.

            "Subsidiary Guarantor" means, with respect to the Securities of any
series, Quest Diagnostics Holdings Incorporated, Quest Diagnostics Clinical
Laboratories, Inc., Quest Diagnostics Incorporated (CA), Quest Diagnostics
Incorporated (MD), Quest


                                       10
   20

Diagnostics LLC, Quest Diagnostics Incorporated (MI), Quest Diagnostics
Incorporated (CT), Quest Diagnostics Incorporated (MA), Quest Diagnostics of
Pennsylvania Inc., Quest Diagnostics Incorporated (OH), Metwest Inc., Nichols
Institute Diagnostics, DPD Holdings, Inc., Diagnostics Reference Services Inc.,
Laboratory Holdings Incorporated, Quest Diagnostics Finance Incorporated, Quest
Diagnostics Investments Incorporated, Pathology Building Partnership and any
other Subsidiary of the Company that provides a Subsidiary Guarantee with
respect to the Securities of such series pursuant to a supplemental indenture
thereto.

            "Trust Indenture Act" or "TIA" means the Trust Indenture Act of 1939
as in force at the date as of which this Indenture was executed, except as
provided in Section 905.

            "Trustee" means the Person named as the "Trustee" in the first
paragraph of this Indenture until a successor Trustee shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Trustee" shall mean or include each Person who is then a Trustee hereunder;
provided, however, that if at any time there is more than one such Person,
"Trustee" as used with respect to the Securities of any series shall mean only
the Trustee with respect to Securities of that series.

            "United States" means, unless otherwise specified with respect to
any Securities pursuant to Section 301, the United States of America (including
the states and the District of Columbia), its territories, its possessions and
other areas subject to its jurisdiction. "United States Person" means, unless
otherwise specified with respect to any Securities pursuant to Section 301, an
individual who is a citizen or resident of the United States, a corporation,
partnership or other entity created or organized in or under the laws of the
United States or an estate or trust the income of which is subject to United
States federal income taxation regardless of its source.

            "Valuation Date" has the meaning specified in Section 312(c).

            "Yield to Maturity" means the yield to maturity, computed at the
time of issuance of a Security (or, if applicable, at the most recent
redetermination of interest on such Security) and as set forth in such Security
in accordance with generally accepted United States bond yield computation
principles.

            SECTION 102 Compliance Certificates and Opinions.

            Upon any application or request by the Company or any Subsidiary
Guarantor to the Trustee to take any action under any provision of this
Indenture, the Company or such Subsidiary Guarantor, as the case may be, shall
furnish to the Trustee an Officers' Certificate stating that all conditions
precedent, if any, provided for in this Indenture relating to the proposed
action have been complied with and an Opinion of Counsel stating that in the
opinion of such counsel all such conditions precedent, if any, have been
complied with, except that in the case of any such application or request as to
which the furnishing of such documents is specifically required by any provision
of this


                                       11
   21

Indenture relating to such particular application or request, no additional
certificate or opinion need be furnished.

            Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (other than pursuant to
Section 1005) shall include:

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

            (2) 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;

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

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

            SECTION 103 Form of Documents Delivered to Trustee.

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

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

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


                                       12
   22

            SECTION 104 Acts of Holders.

            (a) Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Indenture to be given or taken by
Holders of the Outstanding Securities of all series or one or more series, as
the case may be, may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed (which may be electronically signed) by such
Holders in person or by agents duly appointed in writing. If Securities of a
series are issuable as Bearer Securities, any request, demand, authorization,
direction, notice, consent, waiver or other action provided by this Indenture to
be given or taken by Holders of Securities of such series may, alternatively, be
embodied in and evidenced by the record of Holders of Securities of such series
voting in favor thereof, either in person or by proxies duly appointed in
writing, at any meeting of Holders of Securities of such series duly called and
held in accordance with the provisions of Article Fifteen, or a combination of
such instruments and any such record. Except as herein otherwise expressly
provided, such action shall become effective when such instrument or instruments
or record or both are delivered to the Trustee and, where it is hereby expressly
required, to the Company or the Subsidiary Guarantors or to all of them. Such
instrument or instruments and any such record (and the action embodied therein
and evidenced thereby) are herein sometimes referred to as the "Act" of the
Holders signing such instrument or instruments or so voting at any such meeting.
Proof of execution of any such instrument or of a writing appointing any such
agent, or of the holding by any Person of a Security, shall be sufficient for
any purpose of this Indenture and conclusive in favor of the Trustee and the
Company and any agent of the Trustee or the Company, if made in the manner
provided in this Section. The record of any meeting of Holders of Securities
shall be proved in the manner provided in Section 1506.

            (b) The fact and date of the execution of any such instrument or
writing, or the authority of the Person executing the same, may be proved in any
manner which the Trustee deems reasonably sufficient.

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

            (d) The ownership of Bearer Securities may be proved by the
production of such Bearer Securities or by a certificate executed, as
depositary, by any trust company, bank, banker or other depositary, wherever
situated, if such certificate shall be deemed by the Trustee to be satisfactory,
showing that at the date therein mentioned such Person had on deposit with such
depositary, or exhibited to it, the Bearer Securities therein described; or such
facts may be proved by the certificate or affidavit of the Person holding such
Bearer Securities, if such certificate or affidavit is deemed by the Trustee to
be satisfactory. The Trustee, the Company and the Subsidiary Guarantors may
assume that such ownership of any Bearer Security continues until (1) another
certificate or affidavit bearing a later date issued in respect of the same
Bearer Security is produced, or (2) such Bearer Security is produced to the
Trustee by some other Person, or (3) such Bearer Security is surrendered in
exchange for a Registered Security, or (4) such Bearer


                                       13
   23

Security is no longer Outstanding. The ownership of Bearer Securities may also
be proved in any other manner that the Trustee deems sufficient.

            (e) If the Company or any Subsidiary Guarantor shall solicit from
the Holders of Registered Securities any request, demand, authorization,
direction, notice, consent, waiver or other Act, the Company or such Subsidiary
Guarantor, as the case may be, may, at its option, in or pursuant to a Board
Resolution, 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 or such Subsidiary Guarantor, as
the case may be, 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 Board Resolution, which shall be a
date not earlier than the date 30 days prior to the first solicitation of
Holders generally in connection therewith 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 Outstanding
Securities have authorized or agreed or consented to such request, demand,
authorization, direction, notice, consent, waiver or other Act, and for that
purpose the Outstanding Securities 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 180 days after the record
date.

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

            SECTION 105 Notices, Etc., to Trustee and Company.

            Any request, demand, authorization, direction, notice, consent,
waiver or Act of Holders or other document provided or permitted by this
Indenture to be made upon, given or furnished to, or filed with, (1) the Trustee
by any Holder or by the Company or any Subsidiary Guarantor shall be sufficient
for every purpose hereunder if made, given, furnished or filed in writing to or
with the Trustee at its Corporate Trust Office, Attention: Corporate Trust
Administration, or at any other address previously furnished in writing by the
Trustee to the Holders or the Company or such Subsidiary Guarantor or (2) the
Company or any Subsidiary Guarantor by the Trustee or by any Holder shall be
sufficient for every purpose hereunder (unless otherwise herein expressly
provided) if in writing and mailed, given, furnished or filed with or to the
Company or such Subsidiary Guarantor addressed to it at the address of the
Company's principal


                                       14
   24

office specified in the first paragraph of this Indenture or at any other
address previously furnished in writing to the Trustee by the Company or such
Subsidiary Guarantor.

            SECTION 106 Notice to Holders; Waiver.

            Where this Indenture provides for notice of any event to Holders of
Registered Securities by the Company, the Subsidiary Guarantors or the Trustee,
such notice shall be sufficiently given (unless otherwise herein expressly
provided) if in writing and mailed, first-class postage prepaid, or by email, to
each such Holder affected by such event, at his physical address or email
address as such address appears in the Security Register, not later than the
latest date, and not earlier than the earliest date, prescribed for the giving
of such notice. In any case where notice to Holders of Registered Securities is
given by mail, neither the failure to mail such notice, nor any defect in any
notice so mailed, to any particular Holder shall affect the sufficiency of such
notice with respect to other Holders of Registered Securities or the sufficiency
of any notice to Holders of Bearer Securities given as provided herein. Any
notice mailed to a Holder in the manner herein prescribed shall be conclusively
deemed to have been received by such Holder, whether or not such Holder actually
receives such notice.

            If by reason of the suspension of or irregularities in regular mail
service or by reason of any other cause it shall be impracticable to give such
notice by mail, then such notification to Holders of Registered Securities as
shall be made with the approval of the Trustee shall constitute a sufficient
notification to such Holders for every purpose hereunder.

            Except as otherwise expressly provided herein or otherwise specified
with respect to any Securities pursuant to Section 301, where this Indenture
provides for notice to Holders of Bearer Securities of any event, such notice
shall be sufficiently given if published in (1) an Authorized Newspaper in The
City of New York and in such other city or cities as may be specified in such
Securities on a Business Day, or (2) an electronic medium easily accessible by
the Holders as may be specified to such Holders, such publication to be not
later than the latest date, and not earlier than the earliest date, prescribed
for the giving of such notice. Any such notice shall be deemed to have been
given on the date of such publication or, if published more than once, on the
date of the first such publication.

            If by reason of the suspension of publication of any Authorized
Newspaper or Authorized Newspapers or by reason of any other cause it shall be
impracticable to publish any notice to Holders of Bearer Securities as provided
above, then such notification to Holders of Bearer Securities as shall be given
with the approval of the Trustee shall constitute sufficient notice to such
Holders for every purpose hereunder. Neither the failure to give notice by
publication to Holders of Bearer Securities as provided above, nor any defect in
any notice so published, shall affect the sufficiency of such notice with
respect to other Holders of Bearer Securities or the sufficiency of any notice
to Holders of Registered Securities given as provided herein.


                                       15
   25

            Any request, demand, authorization, direction, notice, consent or
waiver required or permitted under this Indenture shall be in the English
language, except that any published notice may be in an official language of the
country of publication. Where this Indenture provides for notice in any manner,
such notice may be waived in writing by the Person entitled to receive such
notice, either before or after the event, and such waiver shall be the
equivalent of such notice. Waivers of notice by Holders shall be filed with the
Trustee, but such filing shall not be a condition precedent to the validity of
any action taken in reliance upon such waiver.

            SECTION 107 Effect of Headings and Table of Contents.

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

            SECTION 108 Successors and Assigns.

            All covenants and agreements in this Indenture by the Company or any
Subsidiary Guarantor shall bind its successors and assigns, whether so expressed
or not.

            SECTION 109 Separability Clause.

            In case any provision in this Indenture or in any Security, any
Subsidiary Guarantee or coupon 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 110 Benefits of Indenture.

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

            SECTION 111 Governing Law.

            This Indenture, the Securities, the Subsidiary Guarantees and
coupons shall be governed by and construed in accordance with the laws of the
State of New York, without regard to principles of conflicts of laws. This
Indenture is subject to the provisions of the Trust Indenture Act that are
required to be part of this Indenture and shall, to the extent applicable, be
governed by such provisions.

            SECTION 112 Legal Holidays.

            In any case where any Interest Payment Date, Redemption Date,
Repayment Date, sinking fund payment date, Stated Maturity or Maturity of any
Security shall not be a Business Day at any Place of Payment, then
(notwithstanding any other provision of this Indenture or any Security or coupon
other than a provision in the


                                       16
   26

Securities of any series which specifically states that such provision shall
apply in lieu of this Section), payment of principal (or premium, if any) or
interest, if any, need not be made at such Place of Payment on such date, but
may be made on the next succeeding Business Day at such Place of Payment with
the same force and effect as if made on the Interest Payment Date, Redemption
Date, Repayment Date or sinking fund payment date, or at the Stated Maturity or
Maturity; provided that no interest shall accrue on the amount so payable for
the period from and after such Interest Payment Date, Redemption Date, Repayment
Date, sinking fund payment date, Stated Maturity or Maturity, as the case may
be.

            SECTION 113 Conflict of Any Provision of Indenture with Trust
Indenture Act.

            If and to the extent that any provision of this Indenture limits,
qualifies or conflicts with the duties imposed by TIA Sections 310 to 318,
inclusive, or conflicts with any provision (an "incorporated provision")
required by or deemed to be included in this Indenture by operation of such TIA
Sections or any section of the TIA, such imposed duties or incorporated
provisions shall control. If any provision of this Indenture modifies or
excludes any provision of the TIA that may be so modified or excluded, the
latter provision shall be deemed to apply to this Indenture as so modified or
excluded, as the case may be.

            SECTION 114 No Recourse against Others.

            A director, officer, employee or stockholder, as such, of the
Company or any Subsidiary Guarantor shall not have any liability for any
obligations of the Company or such Subsidiary Guarantor under the Securities,
the Subsidiary Guarantees, if any, or this Indenture or for any claim based on,
in respect of or by reason of such obligations or their creation. Each Holder by
accepting any of the Securities and the Subsidiary Guarantees waives and
releases all such liability.

            SECTION 115 Waiver of Trial by Jury.

            The Company, the Subsidiary Guarantors, the Trustee, and Holders
hereby irrevocably and unconditionally waive the right to trial by jury in
connection with any claim arising out of or relating to the Securities and under
this Indenture.

                                  ARTICLE TWO

                                SECURITIES FORMS

            SECTION 201 Forms of Securities.

            The Registered Securities, if any, of each series, the Bearer
Securities, if any, of each series and related coupons shall be in substantially
the forms as shall be established in one or more indentures supplemental hereto
or approved from time to time by or pursuant to a Board Resolution in accordance
with Section 301, shall have such appropriate insertions, omissions,
substitutions and other variations as are required or


                                       17
   27

permitted by this Indenture or any indenture supplemental hereto, and may have
such letters, numbers or other marks of identification or designation and such
legends or endorsements placed thereon as the Company or the Subsidiary
Guarantors, as the case may be, may deem appropriate and as are not inconsistent
with the provisions of this Indenture, or as may be required to comply with any
law or with any rule or regulation made pursuant thereto or with any rule or
regulation of any stock exchange on which the Securities may be listed, or to
conform to usage.

            Unless otherwise specified as contemplated by Section 301, Bearer
Securities shall have interest coupons attached. The definitive Securities and
coupons shall be printed, lithographed or engraved or produced by any
combination of these methods on a steel engraved border or steel engraved
borders or may be produced in any other manner, all as determined by the
officers executing such Securities or coupons, as evidenced by their execution
of such Securities or coupons.

            SECTION 202 Form of Trustee's Certificate of Authentication.

            Subject to Section 611, the Trustee's certificate of authentication
shall be in substantially the following form:

            This is one of the Securities of the series designated herein and
referred to in the within-mentioned Indenture.

            THE BANK OF NEW YORK,
                 as Trustee

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

            SECTION 203 Securities Issuable in Global Form.

            If Securities of or within a series are issuable in global form, as
specified as contemplated by Section 301, then, notwithstanding clause (8) of
Section 301 and the provisions of Section 302, any such Security shall represent
such of the Outstanding Securities of such series as shall be specified therein
and may provide that it shall represent the aggregate amount of Outstanding
Securities of such series from time to time endorsed thereon and that the
aggregate amount of Outstanding Securities of such series represented thereby
may from time to time be increased or decreased to reflect exchanges. Any
endorsement of a Security in global form to reflect the amount, or any increase
or decrease in the amount, of Outstanding Securities represented thereby shall
be made by the Trustee in such manner and upon instructions given by such Person
or Persons as shall be specified therein or in the Company Order to be delivered
to the Trustee pursuant to Section 303 or 304. Subject to the provisions of
Section 303 and, if applicable, Section 304, the Trustee shall deliver and
redeliver any Security in permanent global form in the manner and upon
instructions given by the Person or Persons specified therein or in the
applicable Company Order. If a Company Order pursuant to Section 303 or 304 has
been, or simultaneously is, delivered, any instructions by the Company with
respect to endorsement, delivery or redelivery of a Security in global form
shall be in


                                       18
   28

writing but need not comply with Section 102 and need not be accompanied by an
Opinion of Counsel.

            The provisions of the last sentence of Section 303 shall apply to
any Security represented by a Security in global form if such Security was never
issued and sold by the Company and the Company delivers to the Trustee the
Security in global form together with written instructions (which need not
comply with Section 102 and need not be accompanied by an Opinion of Counsel)
with regard to the reduction in the principal amount of Securities represented
thereby, together with the written statement contemplated by the last sentence
of Section 303.

            Notwithstanding the provisions of Section 307, unless otherwise
specified as contemplated by Section 301, payment of principal of (and premium,
if any) and interest, if any, on any Security in permanent global form shall be
made to the Person or Persons specified therein.

            Notwithstanding the provisions of Section 309 and except as provided
in the preceding paragraph, the Company, the Subsidiary Guarantors, the Trustee
and any agent of the Company, the Subsidiary Guarantors and the Trustee shall
treat as the Holder of such principal amount of Outstanding Securities
represented by a permanent global Security (i) in the case of a permanent global
Security in registered form, the Holder of such permanent global Security in
registered form, or (ii) in the case of a permanent global Security in bearer
form, Euroclear or Clearstream.

            SECTION 204 Form of Legend for Book-Entry Securities.

            Any Global Security authenticated and delivered hereunder shall bear
a legend (which would be in addition to any other legends required in the case
of a restricted Security) in substantially the following form:

            THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE
      INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A
      DEPOSITORY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN
      WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS
      SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON
      OTHER THAN SUCH DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED
      CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

            UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
      OF THE DEPOSITARY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR
      REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND SUCH CERTIFICATE ISSUED
      IN EXCHANGE FOR THIS CERTIFICATE IS REGISTERED IN THE NAME OF CEDE & CO.,
      OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
      DEPOSITORY, ANY


                                       19
   29

      TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
      PERSON IS WRONGFUL, SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
      INTEREST HEREIN.

                                 ARTICLE THREE

                                 THE SECURITIES

            SECTION 301 Amount Unlimited; Issuable in Series.

            The aggregate principal amount of Securities which may be
authenticated and delivered under this Indenture is unlimited. The Securities
shall be subordinated in right of payment to Senior Indebtedness as provided in
Article Seventeen. The Securities shall rank equally and pari passu and may be
issued in one or more series. There shall be established in one or more Board
Resolutions or pursuant to authority granted by one or more Board Resolutions
and, subject to Section 303, set forth, or determined in the manner provided, in
an Officers' Certificate, or established in one or more indentures supplemental
hereto, prior to the issuance of Securities of any series, any or all of the
following, as applicable (each of which (except for the matters set forth in
clauses (1), (2) and (15) below), if so provided, may be determined from time to
time by the Company with respect to unissued Securities of the series when
issued from time to time):

            (1) the title of the Securities of the series (which shall
      distinguish the Securities of such series from all other series of
      Securities);

            (2) any limit upon the aggregate principal amount of the Securities
      of the series that may be authenticated and delivered under this Indenture
      (except for Securities authenticated and delivered upon registration of
      transfer of, or in exchange for, or in lieu of, other Securities of the
      series pursuant to Section 304, 305, 306, 906, 1107 or 1305) and whether
      any series may be reopened for additional Securities of that series; in
      the event that such series of Securities may be reopened from time to time
      for issuances of additional Securities of such series, the terms thereof
      shall indicate whether any such additional Securities shall have the same
      terms as the prior Securities of such series or whether the Company may
      establish additional or different terms with respect to such additional
      Securities;

            (3) the date or dates, or the method by which such date or dates
      will be determined or extended, on which the principal (and premium, if
      any,) of the Securities of the series shall be payable;

            (4) the rate or rates at which the Securities of the series shall
      bear interest, if any, or the method by which such rate or rates shall be
      determined, the date or dates from which such interest shall accrue or the
      method by which such date or dates shall be determined, the Interest
      Payment Dates on which such interest will be payable and the Regular
      Record Date, if any, for the interest


                                       20
   30

      payable on any Registered Security on any Interest Payment Date, or the
      method by which such date shall be determined, and the basis upon which
      such interest shall be calculated if other than that of a 360-day year of
      twelve 30-day months;

            (5) the place or places, if any, other than or in addition to the
      Borough of Manhattan, The City of New York, where the principal of (and
      premium, if any) and interest, if any, on Securities of the series shall
      be payable, any Registered Securities of the series may be surrendered for
      registration of transfer and exchange, Securities of the series may be
      surrendered for exchange, where Securities of that series that are
      convertible or exchangeable may be surrendered for conversion or exchange,
      as applicable, and where notices or demands to or upon the Company or, if
      applicable, the Subsidiary Guarantors in respect of the Securities of the
      series and this Indenture may be served;

            (6) the period or periods within which or the date or dates on
      which, the price or prices at which, the Currency or Currencies in which,
      and other terms and conditions upon which Securities of the series may be
      redeemed, in whole or in part, at the option of the Company, if the
      Company is to have the option;

            (7) the obligation, if any, of the Company to redeem, repay or
      purchase Securities of the series pursuant to any sinking fund or
      analogous provision or at the option of a Holder thereof, and the period
      or periods within which or the date or dates on which, the price or prices
      at which, the Currency or Currencies in which, and other terms and
      conditions upon which Securities of the series shall be redeemed, repaid
      or purchased, in whole or in part, pursuant to such obligation;

            (8) if other than denominations of $1,000 and any integral multiple
      thereof, the denomination or denominations in which any Registered
      Securities of the series shall be issuable and, if other than
      denominations of $5,000, the denomination or denominations in which any
      Bearer Securities of the series shall be issuable;

            (9) if other than the Trustee, the identity of each Security
      Registrar and/or Paying Agent;

            (10) if other than the principal amount thereof, the portion of the
      principal amount of Securities of the series that shall be payable upon
      declaration of acceleration of the Maturity thereof pursuant to Section
      502 or the method by which such portion shall be determined;

            (11) if other than Dollars, the Currency or Currencies in which
      payment of the principal of (or premium, if any) or interest, if any, on
      the Securities of the series shall be made or in which the Securities of
      the series shall be denominated and the particular provisions applicable
      thereto in accordance with, in addition to or in lieu of any of the
      provisions of Section 312;


                                       21
   31

            (12) whether the amount of payments of principal of (or premium, if
      any) or interest, if any, on the Securities of the series may be
      determined with reference to an index, formula or other method (which
      index, formula or method may be based, without limitation, on one or more
      Currencies, commodities, equity indices or other indices), and the manner
      in which such amounts shall be determined;

            (13) whether the principal of (or premium, if any) or interest, if
      any, on the Securities of the series are to be payable, at the election of
      the Company or a Holder thereof, in one or more Currencies other than that
      in which such Securities are denominated or stated to be payable, the
      period or periods within which (including the Election Date), and the
      terms and conditions upon which, such election may be made, and the time
      and manner of determining the exchange rate between the Currency or
      Currencies in which such Securities are denominated or stated to be
      payable and the Currency or Currencies in which such Securities are to be
      paid, in each case in accordance with, in addition to or in lieu of any of
      the provisions of Section 312;

            (14) provisions, if any, granting special rights to the Holders of
      Securities of the series upon the occurrence of such events as may be
      specified;

            (15) any deletions from, modifications of or additions to the Events
      of Default or covenants or other provisions (including any deletions from,
      modifications of or additions to any of the provisions of Section 1007) of
      the Company with respect to Securities of the series, whether or not such
      Events of Default or covenants or other provisions are consistent with the
      Events of Default or covenants or other provisions set forth herein;

            (16) whether Securities of the series are to be issuable as
      Registered Securities, Bearer Securities or both, any restrictions
      applicable to the offer, sale or delivery of Bearer Securities and the
      terms upon which Bearer Securities of the series may be exchanged for
      Registered Securities of the series and vice versa (if permitted by
      applicable laws and regulations), whether any Securities of the series are
      to be issuable initially in temporary global form and whether any
      Securities of the series are to be issuable in permanent global form with
      or without coupons and, if so, whether beneficial owners of interests in
      any such permanent global Security may exchange such interests for
      Securities of such series in certificated form and of like tenor of any
      authorized form and denomination and the circumstances under which any
      such exchanges may occur, if other than in the manner provided in Section
      305, and, if Registered Securities of the series are to be issuable as a
      global Security, the identity of the depository for such series;

            (17) the date as of which any Bearer Securities of the series and
      any temporary global Security representing Outstanding Securities of the
      series shall be dated if other than the date of original issuance of the
      first Security of the series to be issued;


                                       22
   32

            (18) the Person to whom any interest on any Registered Security of
      the series shall be payable, if other than the Person in whose name such
      Security (or one or more Predecessor Securities) is registered at the
      close of business on the Regular Record Date for such interest, the manner
      in which, or the Person to whom, any interest on any Bearer Security of
      the series shall be payable, if otherwise than upon presentation and
      surrender of the coupons appertaining thereto as they severally mature,
      and the extent to which, or the manner in which, any interest payable on a
      temporary global Security on an Interest Payment Date will be paid if
      other than in the manner provided in Section 304;

            (19) the applicability, if any, of Sections 1402 and 1403 to the
      Securities of the series (and, in the case of Section 1403, if applicable,
      any additional covenants subject to covenant defeasance) and any
      provisions in modification of, in addition to or in lieu of any of the
      provisions of Article Fourteen;

            (20) if the Securities of such series are to be issuable in
      definitive form (whether upon original issue or upon exchange of a
      temporary Security of such series) only upon receipt of certain
      certificates or other documents or satisfaction of other conditions, then
      the form and/or terms of such certificates, documents or conditions;

            (21) whether, under what circumstances and the Currency in which,
      the Company will pay Additional Amounts as contemplated by Section 1005 on
      the Securities of the series to any Holder who is not a United States
      person (including any modification to the definition of such term) in
      respect of any tax, assessment or governmental charge and, if so, whether
      the Company will have the option to redeem such Securities rather than pay
      such Additional Amounts (and the terms of any such option);

            (22) the designation of the initial Exchange Rate Agent, if any;

            (23) if the Securities of the series are to be convertible into or
      exchangeable for any securities of any Person (including the Company), the
      terms and conditions upon which such Securities of the series will be so
      convertible or exchangeable (including, without limitation, the initial
      conversion price or rate, the conversion period, the conversion agent, if
      any, adjustments of the applicable conversion price or rate and any
      requirements with respect to the reservation of shares or Securities for
      purposes of conversion);

            (24) whether payment of any amounts due hereunder will be guaranteed
      by one or more guarantors, including subsidiaries of the Company; and

            (25) any other terms of the series (which terms shall not be
      inconsistent with the requirements of the TIA).

            All Securities of any one series and the coupons appertaining to any
Bearer Securities of such series shall be substantially identical except, in the
case of


                                       23
   33

Registered Securities, as to denomination and except as may otherwise be
provided in or pursuant to such Board Resolution (subject to Section 303) and
set forth in such Officers' Certificate or in any such indenture supplemental
hereto. All Securities of any one series need not be issued at the same time
and, unless otherwise provided, a series may be reopened, without the consent of
the Holders, for issuances of additional Securities of such series or to
establish additional terms of such series of Securities (which additional terms
shall only be applicable to unissued or additional Securities of such series).

            If any of the terms of the Securities of any series are established
by action taken pursuant to one or more Board Resolutions, a copy of an
appropriate record of such action(s) shall be certified by the Secretary or an
Assistant Secretary of the Company and delivered to the Trustee at or prior to
the delivery of the Officers' Certificate setting forth the terms of the
Securities of such series.

            SECTION 302 Denominations.

            The Securities of each series shall be issuable in such
denominations as shall be specified as contemplated by Section 301. In the
absence of any such provision with respect to Securities of any series, the
principal, premium and interest and Additional Amounts with respect to the
Securities shall be payable in Dollars. With respect to Securities of any series
denominated in Dollars, in the absence of any such provisions with respect to
the Securities of any series, the Registered Securities of such series, other
than Registered Securities issued in global form (which may be of any
denomination) shall be issuable in denominations of $1,000 and any integral
multiple thereof, and the Bearer Securities of such series, other than Bearer
Securities issued in global form (which may be of any denomination), shall be
issuable in a denomination of $5,000.

            SECTION 303 Execution, Authentication, Delivery and Dating.

            The Securities and any coupons appertaining thereto shall be
executed on behalf of the Company by its Chairman, its President or one of its
Vice Presidents, under its corporate seal reproduced thereon or a facsimile or
copy thereof and attested by its Secretary or one of its Assistant Secretaries.
The signature of any of these officers on the Securities and coupons may be
manual or facsimile signatures of the present or any future such authorized
officer and may be imprinted or otherwise reproduced on the Securities.

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

            At any time and from time to time after the execution and delivery
of this Indenture, the Company may deliver Securities of any series, together
with any coupon appertaining thereto, executed by the Company, to the Trustee
for authentication, together with a Company Order for the authentication and
delivery of such Securities,


                                       24
   34

and the Trustee in accordance with the Company Order shall authenticate and
deliver such Securities either to the Company or according to the directions
contained in the Company Order; provided, however, that, in connection with its
original issuance, no Bearer Security shall be mailed or otherwise delivered to
any location in the United States; and provided further that, unless otherwise
specified with respect to any series of Securities pursuant to Section 301, a
Bearer Security may be delivered in connection with its original issuance only
if the Person entitled to receive such Bearer Security shall have furnished a
certificate in the form set forth in Exhibit A-1 to this Indenture or such other
certificate as may be specified with respect to any series of Securities
pursuant to Section 301, dated no earlier than 15 days prior to the earlier of
the date on which such Bearer Security is delivered and the date on which any
temporary Security first becomes exchangeable for such Bearer Security in
accordance with the terms of such temporary Security and this Indenture. If any
Security shall be represented by a permanent global Bearer Security, then, for
purposes of this Section and Section 304, the notation of a beneficial owner's
interest therein upon original issuance of such Security or upon exchange of a
portion of a temporary global Security shall be deemed to be delivery in
connection with its original issuance of such beneficial owner's interest in
such permanent global Security. Except as permitted by Section 306, the Trustee
shall not authenticate and deliver any Bearer Security unless all appurtenant
coupons for interest then matured have been detached and cancelled. If all the
Securities of any series are not to be issued at one time and if the Board
Resolution or supplemental indenture establishing such series shall so permit,
such Company Order may set forth procedures acceptable to the Trustee for the
issuance of such Securities and determining the terms of particular Securities
of such series, such as interest rate, maturity date, date of issuance and date
from which interest shall accrue.

            In authenticating such Securities, and accepting the additional
responsibilities under this Indenture in relation to such Securities, the
Trustee shall be entitled to receive, and (subject to TIA Sections 315(a)
through 315(d)) shall be fully protected in relying upon,

            (A) an Opinion of Counsel stating,

                  (a) that the form or forms of such Securities and any coupons
            have been established in conformity with the provisions of this
            Indenture;

                  (b) that the terms of such Securities and any coupons have
            been established in conformity with the provisions of this
            Indenture; and

                  (c) that such Securities, together with any coupons
            appertaining thereto, when completed by appropriate insertions and
            executed and delivered by the Company to the Trustee for
            authentication in accordance with this Indenture, authenticated and
            delivered by the Trustee in accordance with this Indenture and
            issued by the Company in the manner and subject to any conditions
            specified in such Opinion of Counsel, will constitute legal, valid
            and binding obligations of the Company, enforceable in accordance
            with their terms, subject to


                                       25
   35

            applicable bankruptcy, insolvency, reorganization and other similar
            laws of general applicability relating to or affecting the
            enforcement of creditors' rights, to general equitable principles
            and to such other qualifications as such counsel shall conclude do
            not materially affect the rights of Holders of such Securities and
            any coupons;

            (B) an Officers' Certificate stating, to the best of the knowledge
      of the signers of such certificate, that no Event of Default with respect
      to any of the Securities shall have occurred and be continuing; and

            (C) an executed supplemental indenture (if any).

            Notwithstanding the provisions of Section 301 and of this Section
303, if all the Securities of any series are not to be issued at one time, it
shall not be necessary to deliver an Officers' Certificate otherwise required
pursuant to Section 301 or the Company Order, Opinion of Counsel or Officers'
Certificate otherwise required pursuant to the preceding paragraph at the time
of issuance of each Security of such series, but such order, opinion and
certificates, with appropriate modifications to cover such future issuances,
shall be delivered at or before the time of issuance of the first Security of
such series. If such form or terms have been so established, the Trustee shall
not be required to authenticate such Securities if the issue of such Securities
pursuant to this Indenture will affect the Trustee's own rights, duties,
obligations or immunities under the Securities and this Indenture or otherwise
in a manner which is not reasonably acceptable to the Trustee. Notwithstanding
the generality of the foregoing, the Trustee will not be required to
authenticate Securities denominated in a Foreign Currency if the Trustee
reasonably believes that it would be unable to perform its duties with respect
to such Securities. Each Registered Security shall be dated the date of its
authentication and each Bearer Security shall be dated as of the date specified
as contemplated by Section 301.

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

            Notwithstanding the foregoing, if any Security shall have been
authenticated and delivered hereunder but never issued and sold by the Company,
and the Company shall deliver such Security to the Trustee for cancellation as
provided in Section 310 together with a written statement (which need not comply
with Section 102 and need not be accompanied by an Opinion of Counsel) stating
that such Security has never been issued and sold by the Company, for all
purposes of this Indenture such Security shall be deemed never to have been
authenticated and delivered hereunder and shall never be entitled to the
benefits of this Indenture.

            SECTION 304 Temporary Securities.


                                       26
   36

            (a) Pending the preparation of definitive Securities of any series,
the Company may execute, and upon Company Order the Trustee shall authenticate
and deliver, temporary Securities which are printed, lithographed, typewritten,
mimeographed or otherwise produced, in any authorized denomination,
substantially of the tenor of the definitive Securities in lieu of which they
are issued, in registered form, or, if authorized, in bearer form with one or
more coupons or without coupons, and with such appropriate insertions,
omissions, substitutions and other variations as the officers executing such
Securities may determine, as conclusively evidenced by their execution of such
Securities. In the case of Securities of any series, such temporary Securities
may be in global form.

            Except in the case of temporary Securities in global form (which
shall be exchanged in accordance with Section 304(b) or as otherwise provided in
or pursuant to a Board Resolution), if temporary Securities of any series are
issued, the Company will cause definitive Securities of that series to be
prepared without unreasonable delay. After the preparation of definitive
Securities of such series, the temporary Securities of such series shall be
exchangeable for definitive Securities of such series upon surrender of the
temporary Securities of such series at the office or agency of the Company in a
Place of Payment for that series, without charge to the Holder. Upon surrender
for cancellation of any one or more temporary Securities of any series
(accompanied by any non-matured coupons appertaining thereto), the Company shall
execute and the Trustee shall authenticate and deliver in exchange therefor a
like principal amount of definitive Securities of the same series of authorized
denominations; provided, however, that no definitive Bearer Security shall be
delivered in exchange for a temporary Registered Security; and provided further
that a definitive Bearer Security shall be delivered in exchange for a temporary
Bearer Security only in compliance with the conditions set forth in Section 303.
Until so exchanged, the temporary Securities of any series shall in all respects
be entitled to the same benefits under this Indenture as definitive Securities
of such series.

            (b) Unless otherwise provided in or pursuant to a Board Resolution,
this Section 304(b) shall govern the exchange of temporary Securities issued in
global form. If temporary Securities of any series are issued in global form,
any such temporary global Security shall, unless otherwise provided therein, be
delivered to the London office of a depositary or common depositary (the "Common
Depositary"), for the benefit of Euroclear and Clearstream, for credit to the
respective accounts of the beneficial owners of such Securities (or to such
other accounts as they may direct).

            Without unnecessary delay but in any event not later than the date
specified in, or determined pursuant to the terms of, any such temporary global
Security (the "Exchange Date"), the Company shall deliver to the Trustee
definitive Securities, in aggregate principal amount equal to the principal
amount of such temporary global Security, executed by the Company. On or after
the Exchange Date, such temporary global Security shall be surrendered by the
Common Depositary to the Trustee, as the Company's agent for such purpose, to be
exchanged, in whole or from time to time in part, for definitive Securities
without charge, and the Trustee shall authenticate and deliver, in exchange for
each portion of such temporary global Security and upon receipt


                                       27
   37

of the Company Order described in Section 303, an equal aggregate principal
amount of definitive Securities of the same series of authorized denominations
and of like tenor as the portion of such temporary global Security to be
exchanged. The definitive Securities to be delivered in exchange for any such
temporary global Security shall be in bearer form, registered form, permanent
global bearer form or permanent global registered form, or any combination
thereof, as specified as contemplated by Section 301, and, if any combination
thereof is so specified, as requested by the beneficial owner thereof; provided,
however, that, unless otherwise specified in such temporary global Security,
upon such presentation by the Common Depositary, such temporary global Security
is accompanied by a certificate dated the Exchange Date or a subsequent date and
signed by Euroclear as to the portion of such temporary global Security held for
its account then to be exchanged and a certificate dated the Exchange Date or a
subsequent date and signed by Clearstream as to the portion of such temporary
global Security held for its account then to be exchanged, each in the form set
forth in Exhibit A-2 to this Indenture or in such other form as may be
established pursuant to Section 301; and provided further that definitive Bearer
Securities shall be delivered in exchange for a portion of a temporary global
Security only in compliance with the requirements of Section 303.

            Unless otherwise specified in such temporary global Security, the
interest of a beneficial owner of Securities of a series in a temporary global
Security shall be exchanged for definitive Securities of the same series and of
like tenor following the Exchange Date when the account holder instructs
Euroclear or Clearstream, as the case may be, to request such exchange on his
behalf and delivers to Euroclear or Clearstream, as the case may be, a
certificate in the form set forth in Exhibit A-1 to this Indenture (or in such
other form as may be established pursuant to Section 301), dated no earlier than
15 days prior to the Exchange Date, copies of which certificate shall be
available from the offices of Euroclear and Clearstream, the Trustee, any
Authenticating Agent appointed for such series of Securities and each Paying
Agent. Unless otherwise specified in such temporary global Security, any such
exchange shall be made free of charge to the beneficial owners of such temporary
global Security, except that a Person receiving definitive Securities must bear
the cost of insurance, postage, transportation and the like unless such Person
takes delivery of such definitive Securities in person at the offices of
Euroclear or Clearstream. Definitive Securities in bearer form to be delivered
in exchange for any portion of a temporary global Security shall be delivered
only outside the United States.

            Until exchanged in full as hereinabove provided, the temporary
Securities of any series shall in all respects be entitled to the same benefits
under this Indenture as definitive Securities of the same series and of like
tenor authenticated and delivered hereunder, except that, unless otherwise
specified as contemplated by Section 301, interest payable on a temporary global
Security on an Interest Payment Date for Securities of such series occurring
prior to the applicable Exchange Date shall be payable to Euroclear and
Clearstream on such Interest Payment Date upon delivery by Euroclear and
Clearstream to the Trustee of a certificate or certificates in the form set
forth in Exhibit A-2 to this Indenture (or in such other forms as may be
established pursuant to Section 301), for credit without further interest on or
after such Interest Payment Date to the respective accounts of Persons who are
the beneficial owners of such temporary


                                       28
   38

global Security on such Interest Payment Date and who have each delivered to
Euroclear or Clearstream, as the case may be, a certificate dated no earlier
than 15 days prior to the Interest Payment Date occurring prior to such Exchange
Date in the form set forth as Exhibit A-1 to this Indenture (or in such other
forms as may be established pursuant to Section 301). Notwithstanding anything
to the contrary herein contained, the certifications made pursuant to this
paragraph shall satisfy the certification requirements of the preceding two
paragraphs of this Section 304(b) and of the third paragraph of Section 303 of
this Indenture and the interests of the Persons who are the beneficial owners of
the temporary global Security with respect to which such certification was made
will be exchanged for definitive Securities of the same series and of like tenor
on the Exchange Date or the date of certification if such date occurs after the
Exchange Date, without further act or deed by such beneficial owners. Except as
otherwise provided in this paragraph, no payments of principal (or premium, if
any) or interest, if any, owing with respect to a beneficial interest in a
temporary global Security will be made unless and until such interest in such
temporary global Security shall have been exchanged for an interest in a
definitive Security. Any interest so received by Euroclear and Clearstream and
not paid as herein provided shall be returned to the Trustee prior to the
expiration of two years after such Interest Payment Date in order to be repaid
to the Company.

            SECTION 305 Registration, Registration of Transfer and Exchange.

            The Company shall cause to be kept at the Corporate Trust Office of
the Trustee or in any office or agency of the Company in a Place of Payment a
register for each series of Securities (the registers maintained in such office
or in any such office or agency of the Company in a Place of Payment being
herein sometimes referred to collectively as the "Security Register") in which,
subject to such reasonable regulations as it may prescribe, the Company shall
provide for the registration of Registered Securities and of transfers of
Registered Securities. The Security Register shall be in written form or any
other form capable of being converted into written form within a reasonable
time. The Trustee, at its Corporate Trust Office, is hereby initially appointed
"Security Registrar" for the purpose of registering Registered Securities and
transfers of Registered Securities on such Security Register as herein provided.
In the event that the Trustee shall cease to be Security Registrar, it shall
have the right to examine the Security Register at all reasonable times.

            Upon surrender for registration of transfer of any Registered
Security of any series at any office or agency of the Company in a Place of
Payment for that series, the Company shall execute, and the Trustee shall
authenticate and deliver, subject to the terms and conditions of this Article 3,
in the name of the designated transferee or transferees, one or more new
Registered Securities of the same series, of any authorized denominations and of
a like aggregate principal amount, bearing a number not contemporaneously
outstanding and containing identical terms and provisions.

            At the option of the Holder, Registered Securities of any series may
be exchanged for other Registered Securities of the same series, of any
authorized denomination or denominations and of a like aggregate principal
amount, containing


                                       29
   39

identical terms and provisions, upon surrender of the Registered Securities to
be exchanged at any such office or agency. Whenever any Registered Securities
are so surrendered for exchange, the Company shall execute, and the Trustee
shall authenticate and deliver, the Registered Securities which the Holder
making the exchange is entitled to receive. Unless otherwise specified with
respect to any series of Securities as contemplated by Section 301, Bearer
Securities may not be issued in exchange for Registered Securities. If (but only
if) permitted by the applicable Board Resolution and (subject to Section 303)
set forth in the applicable Officers' Certificate, or in any indenture
supplemental hereto, delivered as contemplated by Section 301, at the option of
the Holder, Bearer Securities of any series may be exchanged for Registered
Securities of the same series of any authorized denominations and of a like
aggregate principal amount and tenor, upon surrender of the Bearer Securities to
be exchanged at any such office or agency, with all unmatured coupons and all
matured coupons in default thereto appertaining. If the Holder of a Bearer
Security is unable to produce any such unmatured coupon or coupons or matured
coupon or coupons in default, any such permitted exchange may be effected if the
Bearer Securities are accompanied by payment in funds acceptable to the Company
in an amount equal to the face amount of such missing coupon or coupons, or the
surrender of such missing coupon or coupons may be waived by the Company and the
Trustee if there is furnished to them such security or indemnity as they may
require to save each of them and any Paying Agent harmless. If thereafter the
Holder of such Security shall surrender to any Paying Agent any such missing
coupon in respect of which such a payment shall have been made, such Holder
shall be entitled to receive the amount of such payment; provided, however,
that, except as otherwise provided in Section 1002, interest represented by
coupons shall be payable only upon presentation and surrender of those coupons
at an office or agency located outside the United States. Notwithstanding the
foregoing, in case a Bearer Security of any series is surrendered at any such
office or agency in a permitted exchange for a Registered Security of the same
series and like tenor after the close of business at such office or agency on
(i) any Regular Record Date and before the opening of business at such office or
agency on the relevant Interest Payment Date, or (ii) any Special Record Date
and before the opening of business at such office or agency on the related
proposed date for payment of Defaulted Interest, such Bearer Security shall be
surrendered without the coupon relating to such Interest Payment Date or
proposed date for payment, as the case may be, and interest or Defaulted
Interest, as the case may be, will not be payable on such Interest Payment Date
or proposed date for payment, as the case may be, in respect of the Registered
Security issued in exchange for such Bearer Security, but will be payable only
to the Holder of such coupon when due in accordance with the provisions of this
Indenture.

            Whenever any Securities are so surrendered for exchange, the Company
shall execute, and the Trustee shall authenticate and deliver, the Securities
which the Holder making the exchange is entitled to receive. Notwithstanding the
foregoing, except as otherwise specified as contemplated by Section 301, any
permanent global Security shall be exchangeable only as provided in this
paragraph. If any beneficial owner of an interest in a permanent global Security
is entitled to exchange such interest for Securities of such series and of like
tenor and principal amount of another authorized form and denomination, as
specified as contemplated by Section 301 and provided that any


                                       30
   40

applicable notice provided in the permanent global Security shall have been
given, then without unnecessary delay but in any event not later than the
earliest date on which such interest may be so exchanged, the Company shall
deliver to the Trustee definitive Securities in aggregate principal amount equal
to the principal amount of such beneficial owner's interest in such permanent
global Security, executed by the Company. On or after the earliest date on which
such interests may be so exchanged, such permanent global Security shall be
surrendered by the Common Depositary or such other depositary as shall be
specified in the Company Order with respect thereto to the Trustee, as the
Company's agent for such purpose, to be exchanged, in whole or from time to time
in part, for definitive Securities without charge and the Trustee shall
authenticate and deliver, in exchange for each portion of such permanent global
Security, an equal aggregate principal amount of definitive Securities of the
same series of authorized denominations and of like tenor as the portion of such
permanent global Security to be exchanged which, unless the Securities of the
series are not issuable both as Bearer Securities and as Registered Securities,
as specified as contemplated by Section 301, shall be in the form of Bearer
Securities or Registered Securities, or any combination thereof, as shall be
specified by the beneficial owner thereof; provided, however, that no such
exchanges may occur during a period beginning at the opening of business 15 days
before any selection of Securities to be redeemed and ending on the relevant
Redemption Date if the Security for which exchange is requested may be among
those selected for redemption; and provided further that no Bearer Security
delivered in exchange for a portion of a permanent global Security shall be
mailed or otherwise delivered to any location in the United States. If a
Registered Security is issued in exchange for any portion of a permanent global
Security after the close of business at the office or agency where such exchange
occurs on (i) any Regular Record Date and before the opening of business at such
office or agency on the relevant Interest Payment Date, or (ii) any Special
Record Date and before the opening of business at such office or agency on the
related proposed date for payment of Defaulted Interest, interest or Defaulted
Interest, as the case may be, will not be payable on such Interest Payment Date
or proposed date for payment, as the case may be, in respect of such Registered
Security, but will be payable on such Interest Payment Date or proposed date for
payment, as the case may be, only to the Person to whom interest in respect of
such portion of such permanent global Security is payable in accordance with the
provisions of this Indenture.

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

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

            No service charge shall be made for any registration of transfer or
exchange of Securities, but the Company may require payment of a sum sufficient
to


                                       31
   41

cover any tax or other governmental charge that may be imposed in connection
with any registration of transfer or exchange of Securities, other than
exchanges pursuant to Section 304, 906, 1107 or 1305 not involving any transfer.

            The Company shall not be required (i) to issue, register the
transfer of or exchange any Security if such Security may be among those
selected for redemption during a period beginning at the opening of business 15
days before selection of the Securities to be redeemed under Section 1103 and
ending at the close of business on (A) if such Securities are issuable only as
Registered Securities, the day of the mailing of the relevant notice of
redemption and (B) if such Securities are issuable as Bearer Securities, the day
of the first publication of the relevant notice of redemption or, if such
Securities are also issuable as Registered Securities and there is no
publication, the mailing of the relevant notice of redemption, or (ii) to
register the transfer of or exchange any Registered Security so selected for
redemption in whole or in part, except, in the case of any Registered Security
to be redeemed in part, the portion thereof not to be redeemed, or (iii) to
exchange any Bearer Security so selected for redemption except that such a
Bearer Security may be exchanged for a Registered Security of that series and
like tenor, provided that such Registered Security shall be simultaneously
surrendered for redemption, or (iv) to issue, register the transfer of or
exchange any Security which has been surrendered for repayment at the option of
the Holder, except the portion, if any, of such Security not to be so repaid.

            Each Holder of a Security agrees to indemnify the Company and the
Trustee against any liability that may result from the transfer, exchange or
assignment of such Holder's Security in violation of any provision of this
Indenture and/or applicable United States Federal or state securities law.

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

            SECTION 306 Mutilated, Destroyed, Lost and Stolen Securities.

            If any mutilated Security or a Security with a mutilated coupon
appertaining to it is surrendered to the Trustee or the Company, together with,
in proper cases, such security or indemnity as may be required by the Company or
the Trustee to save each of them or any agent of either of them harmless, the
Company shall execute and the Trustee shall authenticate and deliver in exchange
therefor a new Security of the same series and principal amount, containing
identical terms and provisions and bearing a number not contemporaneously
outstanding, with coupons corresponding to the coupons, if any, appertaining to
the surrendered Security.


                                       32
   42

            If there shall be delivered to the Company and to the Trustee (i)
evidence to their satisfaction of the destruction, loss or theft of any Security
or coupon, and (ii) such security or indemnity as may be required by them to
save each of them and any agent of either of them harmless, then, in the absence
of notice to the Company or the Trustee that such Security or coupon has been
acquired by a bona fide purchaser, the Company shall execute and upon its
request and according to its directions the Trustee shall authenticate and
deliver, in lieu of any such destroyed, lost or stolen Security or in exchange
for the Security to which a destroyed, lost or stolen coupon appertains (with
all appurtenant coupons not destroyed, lost or stolen), a new Security of the
same series and principal amount, containing identical terms and provisions and
bearing a number not contemporaneously outstanding, with coupons corresponding
to the coupons, if any, appertaining to such destroyed, lost or stolen Security
or to the Security to which such destroyed, lost or stolen coupon appertains.

            Notwithstanding the provisions of the previous two paragraphs, in
case any such mutilated, destroyed, lost or stolen Security or coupon has become
or is about to become due and payable, the Company in its discretion may,
instead of issuing a new Security, with coupons corresponding to the coupons, if
any, appertaining to such mutilated, destroyed, lost or stolen Security or to
the Security to which such mutilated, destroyed, lost or stolen coupon
appertains, pay such Security or coupon; provided, however, that payment of
principal of (and premium, if any) and interest, if any, on Bearer Securities
shall, except as otherwise provided in Section 1002, be payable only at an
office or agency located outside the United States and, unless otherwise
specified as contemplated by Section 301, any interest on Bearer Securities
shall be payable only upon presentation and surrender of the coupons
appertaining thereto.

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

            Every new Security of any series, together with its coupons, if any,
issued pursuant to this Section in lieu of any destroyed, lost or stolen
Security, or in exchange for a Security to which a destroyed, lost or stolen
coupon appertains, shall constitute an original additional contractual
obligation of the Company, whether or not the destroyed, lost or stolen Security
and its coupons, if any, or the destroyed, lost or stolen coupon shall be at any
time enforceable by anyone, and shall be entitled to all the benefits of this
Indenture equally and proportionately with any and all other Securities of that
series and their coupons, if any, duly issued hereunder.

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


                                       33
   43

            SECTION 307 Payment of Interest; Interest Rights Preserved; Optional
Interest Reset.

            (a) Except as otherwise specified with respect to a series of
Securities in accordance with the provisions of Section 301, interest, if any,
on any Registered Security that is payable, and is punctually paid or duly
provided for, on any Interest Payment Date shall be paid to the Person in whose
name that Security (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest at the office or
agency of the Company maintained for such purpose pursuant to Section 1002;
provided, however, that each installment of interest, if any, on any Registered
Security may at the Company's option be paid by (i) mailing a check for such
interest, payable to or upon the written order of the Person entitled thereto
pursuant to Section 309, to the address of such Person as it appears on the
Security Register or (ii) transfer to an account maintained by the payee inside
the United States.

            Unless otherwise provided as contemplated by Section 301 with
respect to the Securities of any series, payment of interest, if any, may be
made, in the case of a Bearer Security, by transfer to an account maintained by
the payee with a bank located outside the United States.

            Unless otherwise provided as contemplated by Section 301, every
permanent global Security will provide that interest, if any, payable on any
Interest Payment Date will be paid to each of Euroclear and Clearstream with
respect to that portion of such permanent global Security held for its account
by the Common Depositary, for the purpose of permitting each of Euroclear and
Clearstream to credit the interest, if any, received by it in respect of such
permanent global Security to the accounts of the beneficial owners thereof.

            In case a Bearer Security of any series is surrendered in exchange
for a Registered Security of such series after the close of business (at an
office or agency in a Place of Payment for such series) on any Regular Record
Date and before the opening of business (at such office or agency) on the next
succeeding Interest Payment Date, such Bearer Security shall be surrendered
without the coupon relating to such Interest Payment Date and interest will not
be payable on such Interest Payment Date in respect of the Registered Security
issued in exchange for such Bearer Security, but will be payable only to the
Holder of such coupon when due in accordance with the provisions of this
Indenture.

            Except as otherwise specified with respect to a series of Securities
in accordance with the provisions of Section 301, any interest on any Registered
Security of any series that is payable, but is not punctually paid or duly
provided for, on any Interest Payment Date (herein called "Defaulted Interest")
shall forthwith cease to be payable to the registered Holder thereof on the
relevant Regular Record Date by virtue of having been such Holder, and such
Defaulted Interest may be paid by the Company, at its election in each case, as
provided in clause (1) or (2) below:


                                       34
   44

            (1) The Company may elect to make payment of any Defaulted Interest
      to the Persons in whose names the Registered Securities of such series (or
      their respective Predecessor Securities) are registered at the close of
      business on a Special Record Date for the payment of such Defaulted
      Interest, which shall be fixed in the following manner. The Company shall
      notify the Trustee in writing of the amount of Defaulted Interest proposed
      to be paid on each Registered Security of such series and the date of the
      proposed payment (which shall not be less than 20 days after such notice
      is received by the Trustee), and at the same time the Company shall
      deposit with the Trustee an amount of money in the Currency in which the
      Securities of such series are payable (except as otherwise specified
      pursuant to Section 301 for the Securities of such series and except, if
      applicable, as provided in Sections 312(b), 312(d) and 312(e)) equal to
      the aggregate amount proposed to be paid in respect of such Defaulted
      Interest or shall make arrangements satisfactory to the Trustee for such
      deposit on or prior to the date of the proposed payment, such money when
      deposited to be held in trust for the benefit of the Persons entitled to
      such Defaulted Interest as in this clause provided. Thereupon the Trustee
      shall fix a Special Record Date for the payment of such Defaulted Interest
      which shall be not more than 15 days and not less than 10 days prior to
      the date of the proposed payment and not less than 10 days after the
      receipt by the Trustee of the notice of the proposed payment. The Trustee
      shall promptly notify the Company of such Special Record Date and, in the
      name and at the expense of the Company, shall cause notice of the proposed
      payment of such Defaulted Interest and the Special Record Date therefor to
      be mailed, first-class postage prepaid, to each Holder of Registered
      Securities of such series at his address as it appears in the Security
      Register not less than 10 days prior to such Special Record Date. Notice
      of the proposed payment of such Defaulted Interest and the Special Record
      Date therefor having been mailed as aforesaid, such Defaulted Interest
      shall be paid to the Persons in whose names the Registered Securities of
      such series (or their respective Predecessor Securities) are registered at
      the close of business on such Special Record Date and shall no longer be
      payable pursuant to the following clause (2). In case a Bearer Security of
      any series is surrendered at the office or agency in a Place of Payment
      for such series in exchange for a Registered Security of such series after
      the close of business at such office or agency on any Special Record Date
      and before the opening of business at such office or agency on the related
      proposed date for payment of Defaulted Interest, such Bearer Security
      shall be surrendered without the coupon relating to such proposed date of
      payment and Defaulted Interest will not be payable on such proposed date
      of payment in respect of the Registered Security issued in exchange for
      such Bearer Security, but will be payable only to the Holder of such
      coupon when due in accordance with the provisions of this Indenture.

            (2) The Company may make payment of any Defaulted Interest on the
      Registered Securities of any series in any other lawful manner not
      inconsistent with the requirements of any securities exchange on which
      such Securities may be listed, and upon such notice as may be required by
      such exchange, if, after notice


                                       35
   45

      given by the Company to the Trustee of the proposed payment pursuant to
      this clause, such manner of payment shall be deemed practicable by the
      Trustee.

            (b) The provisions of this Section 307(b) may be made applicable to
any series of Securities pursuant to Section 301 (with such modifications,
additions or substitutions as may be specified pursuant to such Section 301).
The interest rate (or the spread or spread multiplier used to calculate such
interest rate, if applicable) on any Security of such series may be reset by the
Company on the date or dates specified on the face of such Security (each an
"Optional Reset Date"). The Company may exercise such option with respect to
such Security by notifying the Trustee of such exercise at least 45 but not more
than 60 days prior to an Optional Reset Date for such Security. Not later than
40 days prior to each Optional Reset Date, the Trustee shall transmit, in the
manner provided for in Section 106, to the Holder of any such Security a notice
(the "Reset Notice") indicating whether the Company has elected to reset the
interest rate (or the spread or spread multiplier used to calculate such
interest rate, if applicable), and if so (i) such new interest rate (or such new
spread or spread multiplier, if applicable) and (ii) the provisions, if any, for
redemption during the period from such Optional Reset Date to the next Optional
Reset Date or if there is no such next Optional Reset Date, to the Stated
Maturity of such Security (each such period a "Subsequent Interest Period"),
including the date or dates on which or the period or periods during which and
the price or prices at which such redemption may occur during the Subsequent
Interest Period.

            Notwithstanding the foregoing, not later than 20 days prior to the
Optional Reset Date, the Company may, at its option, revoke the interest rate
(or the spread or spread multiplier used to calculate such interest rate, if
applicable) provided for in the Reset Notice and establish a higher interest
rate (or a spread or spread multiplier providing for a higher interest rate, if
applicable) for the Subsequent Interest Period by causing the Trustee to
transmit, in the manner provided for in Section 106, notice of such higher
interest rate (or such spread or spread multiplier providing for a higher
interest rate, if applicable) to the Holder of such Security. Such notice shall
be irrevocable. All Securities with respect to which the interest rate (or the
spread or spread multiplier used to calculate such interest rate, if applicable)
is reset on an Optional Reset Date, and with respect to which the Holders of
such Securities have not tendered such Securities for repayment (or have validly
revoked any such tender) pursuant to the next succeeding paragraph, will bear
such higher interest rate (or such spread or spread multiplier providing for a
higher interest rate, if applicable).

            The Holder of any such Security may have the option to elect
repayment by the Company of the principal of such Security on each Optional
Reset Date at a price equal to the principal amount thereof plus interest
accrued to such Optional Reset Date. In order to obtain repayment on an Optional
Reset Date, the Holder must follow the procedures set forth in Article Thirteen
for repayment at the option of Holders except that the period for delivery or
notification to the Trustee shall be at least 25 but not more than 35 days prior
to such Optional Reset Date and except that, if the Holder has tendered any
Security for repayment pursuant to the Reset Notice, the Holder may, by written
notice to the Trustee, revoke such tender or repayment until the close of
business on the tenth day before such Optional Reset Date.


                                       36
   46

            Subject to the foregoing provisions of this Section and Section 305,
each Security delivered under this Indenture upon registration of transfer of or
in exchange for or in lieu of any other Security shall carry the rights to
interest accrued and unpaid, and to accrue, which were carried by such other
Security.

            SECTION 308 Optional Extension of Maturity.

            The provisions of this Section 308 may be made applicable to any
series of Securities pursuant to Section 301 (with such modifications, additions
or substitutions as may be specified pursuant to such Section 301). The Stated
Maturity of any Security of such series may be extended at the option of the
Company for the period or periods specified on the face of such Security (each
an "Extension Period") up to but not beyond the date (the "Final Maturity") set
forth on the face of such Security. The Company may exercise such option with
respect to any Security by notifying the Trustee of such exercise at least 45
but not more than 60 days prior to the Stated Maturity of such Security in
effect prior to the exercise of such option (the "Original Stated Maturity"). If
the Company exercises such option, the Trustee shall transmit, in the manner
provided for in Section 106, to the Holder of such Security not later than 40
days prior to the Original Stated Maturity a notice (the "Extension Notice")
indicating (i) the election of the Company to extend the Stated Maturity, (ii)
the new Stated Maturity, (iii) the interest rate (or spread, spread multiplier
or other formula used to calculate such interest rate, if applicable), if any,
applicable to the Extension Period and (iv) the provisions, if any, for
redemption during such Extension Period. Upon the Trustee's transmittal of the
Extension Notice, the Stated Maturity of such Security shall be extended
automatically and, except as modified by the Extension Notice and as described
in the next paragraph, such Security will have the same terms as prior to the
transmittal of such Extension Notice.

            Notwithstanding the foregoing, not later than 20 days before the
Original Stated Maturity of such Security, the Company may, at its option,
revoke the interest rate (or spread, spread multiplier or other formula used to
calculate such interest rate, if applicable) provided for in the Extension
Notice and establish a higher interest rate (or spread, spread multiplier or
other formula used to calculate such higher interest rate, if applicable) for
the Extension Period by causing the Trustee to transmit, in the manner provided
for in Section 106, notice of such higher interest rate (or spread, spread
multiplier or other formula used to calculate such interest rate, if applicable)
to the Holder of such Security. Such notice shall be irrevocable. All Securities
with respect to which the Stated Maturity is extended will bear such higher
interest rate.

            If the Company extends the Stated Maturity of any Security, the
Holder will have the option to elect repayment of such Security by the Company
on the Original Stated Maturity at a price equal to the principal amount
thereof, plus interest accrued to such date. In order to obtain repayment on the
Original Stated Maturity once the Company has extended the Stated Maturity
thereof, the Holder must follow the procedures set forth in Article Thirteen for
repayment at the option of Holders, except that the period for delivery or
notification to the Trustee shall be at least 25 but not more than 35 days prior
to the Original Stated Maturity and except that, if the Holder has


                                       37
   47

tendered any Security for repayment pursuant to an Extension Notice, the Holder
may by written notice to the Trustee revoke such tender for repayment until the
close of business on the tenth day before the Original Stated Maturity.

            SECTION 309 Persons Deemed Owners.

            Prior to due presentment of a Registered Security for registration
of transfer, the Company, the Subsidiary Guarantors, if any, the Trustee and any
agent of the Company, the Subsidiary Guarantors, if any, or the Trustee may
treat the Person in whose name such Registered Security is registered as the
owner of such Security for the purpose of receiving payment of principal of (and
premium, if any) and (subject to Sections 305 and 307) interest, if any, on such
Registered Security and for all other purposes whatsoever, whether or not such
Registered Security be overdue, and none of the Company, the Subsidiary
Guarantors, if any, the Trustee nor any agent of the Company, the Subsidiary
Guarantors, if any, or the Trustee shall be affected by notice to the contrary.

            Title to any Bearer Security and any coupons appertaining thereto
shall pass by delivery. The Company, the Subsidiary Guarantors, if any, the
Trustee and any agent of the Company, the Subsidiary Guarantors, if any, or the
Trustee may treat the bearer of any Bearer Security and the bearer of any coupon
as the absolute owner of such Security or coupon for the purpose of receiving
payment thereof or on account thereof and for all other purposes whatsoever,
whether or not such Security or coupon be overdue, and none of the Company, the
Subsidiary Guarantors, if any, the Trustee nor any agent of the Company, the
Subsidiary Guarantors, if any, or the Trustee shall be affected by notice to the
contrary.

            None of the Company, the Subsidiary Guarantors, the Trustee, any
Paying Agent or the Security Registrar will have any responsibility or liability
for any aspect of the records relating to or payments made on account of
beneficial ownership interests of a Security in global form or for maintaining,
supervising or reviewing any records relating to such beneficial ownership
interests.

            Notwithstanding the foregoing, with respect to any global Security,
nothing herein shall prevent the Company, the Subsidiary Guarantors, the
Trustee, or any agent of the Company, the Subsidiary Guarantors, if any, or the
Trustee, from giving effect to any written certification, proxy or other
authorization furnished by any depositary, as a Holder, with respect to such
global Security or impair, as between such depositary and owners of beneficial
interests in such global Security, the operation of customary practices
governing the exercise of the rights of such depositary (or its nominee) as
Holder of such global Security.

            SECTION 310 Cancellation.

            All Securities and coupons surrendered for payment, redemption,
repayment at the option of the Holder, registration of transfer or exchange or
for credit against any sinking fund payment shall, if surrendered to any Person
other than the


                                       38
   48

Trustee, be delivered to the Trustee, and any such Securities and coupons and
Securities and coupons surrendered directly to the Trustee for any such purpose
shall be promptly cancelled by it. The Company may at any time deliver to the
Trustee for cancellation any Securities previously authenticated and delivered
hereunder which the Company may have acquired in any manner whatsoever, and may
deliver to the Trustee (or to any other Person for delivery to the Trustee) for
cancellation any Securities previously authenticated hereunder which the Company
has not issued and sold, and all Securities so delivered shall be promptly
cancelled by the Trustee. If the Company shall so acquire any of the Securities,
however, such acquisition shall not operate as a redemption or satisfaction of
the indebtedness represented by such Securities unless and until the same are
surrendered to the Trustee for cancellation. No Securities shall be
authenticated in lieu of or in exchange for any Securities cancelled as provided
in this Section, except as expressly permitted by this Indenture. Cancelled
Securities and coupons held by the Trustee shall be destroyed by the Trustee and
the Trustee shall deliver a certificate of such destruction to the Company,
unless by a Company Order the Company directs their return to it.

            SECTION 311 Computation of Interest.

            Except as otherwise specified as contemplated by Section 301 with
respect to Securities of any series, interest, if any, on the Securities of each
series shall be computed on the basis of a 360-day year consisting of twelve
30-day months.

            SECTION 312 Currency and Manner of Payments in Respect of
Securities.

            (a) Unless otherwise specified with respect to any Securities
pursuant to Section 301, with respect to Registered Securities of any series not
permitting the election provided for in paragraph (b) below or the Holders of
which have not made the election provided for in paragraph (b) below, and with
respect to Bearer Securities of any series, except as provided in paragraph (d)
below, payment of the principal of (and premium, if any) and interest, if any,
on any Registered or Bearer Security of such series will be made in the Currency
in which such Registered Security or Bearer Security, as the case may be, is
payable. The provisions of this Section 312 may be modified or superseded with
respect to any Securities pursuant to Section 301.

            (b) It may be provided pursuant to Section 301 with respect to
Registered Securities of any series that Holders shall have the option, subject
to paragraphs (d) and (e) below, to receive payments of principal of (or
premium, if any) or interest, if any, on such Registered Securities in any of
the Currencies which may be designated for such election by delivering to the
Trustee for such series of Registered Securities a written election with
signature guarantees and in the applicable form established pursuant to Section
301, not later than the close of business on the Election Date immediately
preceding the applicable payment date. If a Holder so elects to receive such
payments in any such Currency, such election will remain in effect for such
Holder or any transferee of such Holder until changed by such Holder or such
transferee by written notice to the Trustee for such series of Registered
Securities (but any such


                                       39
   49

change must be made not later than the close of business on the Election Date
immediately preceding the next payment date to be effective for the payment to
be made on such payment date and no such change of election may be made with
respect to payments to be made on any Registered Security of such series with
respect to which an Event of Default has occurred or with respect to which the
Company has deposited funds pursuant to Article Four or Fourteen or with respect
to which a notice of redemption has been given by the Company or a notice of
option to elect repayment has been sent by such Holder or such transferee). Any
Holder of any such Registered Security who shall not have delivered any such
election to the Trustee of such series of Registered Securities not later than
the close of business on the applicable Election Date will be paid the amount
due on the applicable payment date in the relevant Currency as provided in
Section 312(a). The Trustee for each such series of Registered Securities shall
notify the Exchange Rate Agent as soon as practicable after the Election Date of
the aggregate principal amount of Registered Securities for which Holders have
made such written election.

            (c) Unless otherwise specified pursuant to Section 301, if the
election referred to in paragraph (b) above has been provided for pursuant to
Section 301, then, unless otherwise specified pursuant to Section 301, not later
than the fourth Business Day after the Election Date for each payment date for
Registered Securities of any series, the Exchange Rate Agent will deliver to the
Company a written notice specifying the Currency in which Registered Securities
of such series are payable, the respective aggregate amounts of principal of
(and premium, if any) and interest, if any, on the Registered Securities to be
paid on such payment date, specifying the amounts in such Currency so payable in
respect of the Registered Securities as to which the Holders of Registered
Securities denominated in any Currency shall have elected to be paid in another
Currency as provided in paragraph (b) above. If the election referred to in
paragraph (b) above has been provided for pursuant to Section 301 and if at
least one Holder has made such election, then, unless otherwise specified
pursuant to Section 301, on the second Business Day preceding such payment date
the Company will deliver to the Trustee for such series of Registered Securities
an Exchange Rate Officer's Certificate in respect of the Dollar or Foreign
Currency or Currencies payments to be made on such payment date. Unless
otherwise specified pursuant to Section 301, the Dollar or Foreign Currency or
Currencies amount receivable by Holders of Registered Securities who have
elected payment in a Currency as provided in paragraph (b) above shall be
determined by the Company on the basis of the applicable Market Exchange Rate in
effect on the second Business Day (the "Valuation Date") immediately preceding
each payment date, and such determination shall be conclusive and binding for
all purposes, absent manifest error.

            (d) If a Conversion Event occurs with respect to a Foreign Currency
in which any of the Securities are denominated or payable other than pursuant to
an election provided for pursuant to paragraph (b) above, then with respect to
each date for the payment of principal of (and premium, if any) and interest, if
any, on the applicable Securities denominated or payable in such Foreign
Currency occurring after the last date on which such Foreign Currency was used
(the "Conversion Date"), the Dollar shall be the currency of payment for use on
each such payment date. Unless otherwise specified


                                       40
   50

pursuant to Section 301, the Dollar amount to be paid by the Company to the
Trustee of each such series of Securities and by such Trustee or any Paying
Agent to the Holders of such Securities with respect to such payment date shall
be, in the case of a Foreign Currency other than a currency unit, the Dollar
Equivalent of the Foreign Currency or, in the case of a currency unit, the
Dollar Equivalent of the Currency Unit, in each case as determined by the
Exchange Rate Agent in the manner provided in paragraph (f) or (g) below.

            (e) Unless otherwise specified pursuant to Section 301, if the
Holder of a Registered Security denominated in any Currency shall have elected
to be paid in another Currency as provided in paragraph (b) above, and a
Conversion Event occurs with respect to such elected Currency, such Holder shall
receive payment in the Currency in which payment would have been made in the
absence of such election; and if a Conversion Event occurs with respect to the
Currency in which payment would have been made in the absence of such election,
such Holder shall receive payment in Dollars as provided in paragraph (d) of
this Section 312.

            (f) The "Dollar Equivalent of the Foreign Currency" shall be
determined by the Exchange Rate Agent and shall be obtained for each subsequent
payment date by converting the specified Foreign Currency into Dollars at the
Market Exchange Rate on the Conversion Date.

            (g) The "Dollar Equivalent of the Currency Unit" shall be determined
by the Exchange Rate Agent and subject to the provisions of paragraph (h) below
shall be the sum of each amount obtained by converting the Specified Amount of
each Component Currency into Dollars at the Market Exchange Rate for such
Component Currency on the Valuation Date with respect to each payment.

            (h) For purposes of this Section 312, the following terms shall have
the following meanings:

            A "Component Currency" shall mean any currency which, on the
      Conversion Date, was a component currency of the relevant currency unit,
      including, but not limited to, the euro.

            A "Specified Amount" of a Component Currency shall mean the number
      of units of such Component Currency or fractions thereof which were
      represented in the relevant currency unit, including, but not limited to,
      the euro, on the Conversion Date. If after the Conversion Date the
      official unit of any Component Currency is altered by way of combination
      or subdivision, the Specified Amount of such Component Currency shall be
      divided or multiplied in the same proportion. If after the Conversion Date
      two or more Component Currencies are consolidated into a single currency,
      the respective Specified Amounts of such Component Currencies shall be
      replaced by an amount in such single currency equal to the sum of the
      respective Specified Amounts of such consolidated Component Currencies
      expressed in such single currency, and such amount shall thereafter be a
      Specified Amount and such single currency shall thereafter be a


                                       41
   51

      Component Currency. If after the Conversion Date any Component Currency
      shall be divided into two or more currencies, the Specified Amount of such
      Component Currency shall be replaced by amounts of such two or more
      currencies, having an aggregate Dollar Equivalent value at the Market
      Exchange Rate on the date of such replacement equal to the Dollar
      Equivalent of the Specified Amount of such former Component Currency at
      the Market Exchange Rate immediately before such division, and such
      amounts shall thereafter be Specified Amounts and such currencies shall
      thereafter be Component Currencies. If, after the Conversion Date of the
      relevant currency unit, including, but not limited to, the euro, a
      Conversion Event (other than any event referred to above in this
      definition of "Specified Amount") occurs with respect to any Component
      Currency of such currency unit and is continuing on the applicable
      Valuation Date, the Specified Amount of such Component Currency shall, for
      purposes of calculating the Dollar Equivalent of the Currency Unit, be
      converted into Dollars at the Market Exchange Rate in effect on the
      Conversion Date of such Component Currency.

            "Election Date" shall mean the Regular Record Date for the
      applicable series of Registered Securities or at least 16 days prior to
      Maturity, as the case may be, or such other prior date for any series of
      Registered Securities as specified pursuant to clause 13 of Section 301 by
      which the written election referred to in Section 312(b) may be made.

            All decisions and determinations of the Exchange Rate Agent
regarding the Dollar Equivalent of the Foreign Currency, the Dollar Equivalent
of the Currency Unit, the Market Exchange Rate and changes in the Specified
Amounts as specified above shall be in its sole discretion and shall, in the
absence of manifest error, be conclusive for all purposes and irrevocably
binding upon the Company, the Trustee for the appropriate series of Securities
and all Holders of such Securities denominated or payable in the relevant
Currency. The Exchange Rate Agent shall promptly give written notice to the
Company and the Trustee for the appropriate series of Securities of any such
decision or determination.

            In the event that the Company determines in good faith that a
Conversion Event has occurred with respect to a Foreign Currency, the Company
will immediately give written notice thereof to the Trustee of the appropriate
series of Securities and to the Exchange Rate Agent (and such Trustee will
promptly thereafter give notice in the manner provided in Section 106 to the
affected Holders) specifying the Conversion Date. In the event the Company so
determines that a Conversion Event has occurred with respect to the euro or any
other currency unit in which Securities are denominated or payable, the Company
will immediately give written notice thereof to the Trustee of the appropriate
series of Securities and to the Exchange Rate Agent (and such Trustee will
promptly thereafter give notice in the manner provided in Section 106 to the
affected Holders) specifying the Conversion Date and the Specified Amount of
each Component Currency on the Conversion Date. In the event the Company
determines in good faith that any subsequent change in any Component Currency as
set forth in the definition of


                                       42
   52

Specified Amount above has occurred, the Company will similarly give written
notice to the Trustee of the appropriate series of Securities and to the
Exchange Rate Agent.

            The Trustee of the appropriate series of Securities shall be fully
justified and protected in conclusively relying and acting upon information
received by it from the Company and the Exchange Rate Agent and shall not
otherwise have any duty or obligation to determine the accuracy or validity of
such information independent of the Company or the Exchange Rate Agent.

            SECTION 313 Appointment and Resignation of Successor Exchange Rate
Agent.

            (a) Unless otherwise specified pursuant to Section 301, if and so
long as the Securities of any series (i) are denominated in a Foreign Currency
or (ii) may be payable in a Foreign Currency, or so long as it is required under
any other provision of this Indenture, then the Company will maintain with
respect to each such series of Securities, or as so required, at least one
Exchange Rate Agent. The Company will cause the Exchange Rate Agent to make the
necessary foreign exchange determinations at the time and in the manner
specified pursuant to Section 301 for the purpose of determining the applicable
rate of exchange and, if applicable, for the purpose of converting the issued
Foreign Currency into the applicable payment Currency for the payment of
principal (and premium, if any) and interest, if any, pursuant to Section 312.

            (b) No resignation of the Exchange Rate Agent and no appointment of
a successor Exchange Rate Agent pursuant to this Section shall become effective
until the acceptance of appointment by the successor Exchange Rate Agent as
evidenced by a written instrument delivered to the Company and the Trustee of
the appropriate series of Securities accepting such appointment executed by the
successor Exchange Rate Agent.

            (c) If the Exchange Rate Agent shall resign, be removed or become
incapable of acting, or if a vacancy shall occur in the office of the Exchange
Rate Agent for any cause, with respect to the Securities of one or more series,
the Company, by or pursuant to a Board Resolution, shall promptly appoint a
successor Exchange Rate Agent or Exchange Rate Agents with respect to the
Securities of that or those series (it being understood that any such successor
Exchange Rate Agent may be appointed with respect to the Securities of one or
more or all of such series and that, unless otherwise specified pursuant to
Section 301, at any time there shall only be one Exchange Rate Agent with
respect to the Securities of any particular series that are originally issued by
the Company on the same date and that are initially denominated and/or payable
in the same Currency).

            SECTION 314 CUSIP Numbers.

            The Company in issuing the Securities may use "CUSIP" numbers (if
then generally in use), and, if so, the Trustee shall indicate the "CUSIP"
numbers of the Securities 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 Securities or as
contained in any notice of redemption and that


                                       43
   53

reliance may be placed only on the other identification numbers printed on the
Securities, and any such redemption shall not be affected by any defect in or
omission of such numbers. The Company will promptly notify the Trustee of any
change in the "CUSIP" numbers.

                                  ARTICLE FOUR

                           SATISFACTION AND DISCHARGE

            SECTION 401 Satisfaction and Discharge of Indenture.

            Unless otherwise specified pursuant to Section 301, this Indenture
shall upon Company Request cease to be of further effect with respect to any
series of Securities specified in such Company Request (except as to any
surviving rights of registration of transfer or exchange of Securities of such
series expressly provided for herein or pursuant hereto and any right to receive
Additional Amounts, as provided in Section 1005), and the Trustee, upon receipt
of a Company Order, and at the expense of the Company, shall execute proper
instruments acknowledging satisfaction and discharge of this Indenture as to
such series when

            (1) either

                  (A) all Securities of such series theretofore authenticated
            and delivered and all coupons, if any, appertaining thereto (other
            than (i) coupons appertaining to Bearer Securities surrendered for
            exchange for Registered Securities and maturing after such exchange,
            whose surrender is not required or has been waived as provided in
            Section 305, (ii) Securities and coupons of such series which have
            been destroyed, lost or stolen and which have been replaced or paid
            as provided in Section 306, (iii) coupons appertaining to Securities
            called for redemption and maturing after the relevant Redemption
            Date, whose surrender has been waived as provided in Section 1106,
            and (iv) Securities and coupons of such series for whose payment
            money has theretofore been deposited in trust or segregated and held
            in trust by the Company and thereafter repaid to the Company or
            discharged from such trust, as provided in Section 1003) have been
            delivered to the Trustee for cancellation; or

                  (B) all Securities of such series and, in the case of (I) or
            (II) below, any coupons appertaining thereto not theretofore
            delivered to the Trustee for cancellation

                        (I) have become due and payable, or

                        (II) will become due and payable at their Stated
                  Maturity within one year, or


                                       44
   54

                        (III) if redeemable at the option of the Company, are to
                  be called for redemption within one year under arrangements
                  satisfactory to the Trustee for the giving of notice of
                  redemption by the Trustee in the name, and at the expense, of
                  the Company,

            and the Company, in the case of (I), (II) or (III) above, has
            irrevocably deposited or caused to be deposited with the Trustee as
            trust funds in trust for such purpose an amount in the Currency in
            which the Securities of such series are payable, sufficient to pay
            and discharge the entire indebtedness on such Securities and such
            coupons not theretofore delivered to the Trustee for cancellation,
            including the principal (and premium, if any) and interest, if any,
            to the date of such deposit (in the case of Securities which have
            become due and payable) or to the Stated Maturity or Redemption
            Date, as the case may be;

            (2) the Company has paid or caused to be paid all other sums payable
      hereunder by the Company; and

            (3) the Company has delivered to the Trustee an Officers'
      Certificate and an Opinion of Counsel, each stating that all conditions
      precedent herein provided for relating to the satisfaction and discharge
      of this Indenture as to such series have been complied with.

Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee and any predecessor Trustee under
Section 606, the obligations of the Company to any Authenticating Agent under
Section 611 if money shall have been deposited with the Trustee pursuant to
subclause (B) of clause (1) of this Section, the obligations of the Trustee
under Section 402 and the last paragraph of Section 1003 and the obligations of
the Company and the Trustee with respect to Securities of such series under
Sections 305, 306, 1002 and 1005, with respect to the payment of Additional
Amounts, if any, with respect to any rights of Holders to require the Company to
repay such Securities as contemplated by Section 1301 and with respect to any
rights of Holders to convert or exchange such Securities into other Securities,
shall survive. These obligations shall continue to be governed and construed in
accordance with Section 111.

            SECTION 402 Application of Trust Funds.

            Subject to the provisions of the last paragraph of Section 1003, all
money deposited with the Trustee pursuant to Section 401 shall be held in trust
and applied by it, in accordance with the provisions of the Securities, the
coupons 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, if any, for whose payment such money has been
deposited with or received by the Trustee, but such money need not be segregated
from other funds except to the extent required by law.


                                       45
   55

                                  ARTICLE FIVE

                                    REMEDIES

            SECTION 501 Events of Default.

            "Event of Default", wherever used herein with respect to any
particular series of Securities, means any one of the following events as such
events may be otherwise amended in accordance with Section 301 (whatever the
reason for such Event of Default and whether or not 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):

            (1) default in the payment of any interest upon, or any Additional
      Amount payable in respect of, any Security of that series or of any coupon
      appertaining thereto, when such interest or coupon becomes due and
      payable, and continuance of such default for a period of 30 days; or

            (2) default in the payment of the principal of (or premium, if any,
      on) any Security of that series when it becomes due and payable at its
      Maturity; or

            (3) default in the deposit of any sinking fund payment, when and as
      due by the terms of any Security of that series; or

            (4) default in the performance, or breach, of any covenant or
      agreement of the Company or any Subsidiary Guarantor in this Indenture
      with respect to any Security of that series (other than a covenant or
      agreement a default in whose performance or whose breach is elsewhere in
      this Section specifically dealt with), and continuance of such default or
      breach for a period of 60 days after there has been given, by registered
      or certified mail, to the Company or such Subsidiary Guarantor, as the
      case may be, by the Trustee or to the Company or such Subsidiary
      Guarantor, as the case may be, and the Trustee by the Holders of at least
      25% in principal amount of the Outstanding Securities of that series a
      written notice specifying such default or breach and requiring it to be
      remedied and stating that such notice is a "Notice of Default" hereunder;
      or

            (5) the Company or any Subsidiary Guarantor pursuant to or within
      the meaning of any Bankruptcy Law:

                  (A) commences a voluntary case or proceedings,

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

                  (C) consents to the appointment of a Custodian of it or for
            all or substantially all of its property,


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

                  (E) issues a public announcement admitting its inability to
            pay its debts generally as they become due; or

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

                  (A) is for relief against the Company or any Subsidiary
            Guarantor in an involuntary case,

                  (B) appoints a Custodian of the Company or any Subsidiary
            Guarantor or for all or substantially all of its property, or

                  (C) orders the winding-up or liquidation of the Company or any
            Subsidiary Guarantor, and the order or decree remains unstayed and
            in effect for 90 days; or

            (7) any Subsidiary Guarantor repudiates its obligations under any
      Subsidiary Guarantee or, except as permitted by this Indenture, any
      Subsidiary Guarantee is determined to be unenforceable or invalid or shall
      for any reason cease to be in full force and effect; or

            (8) any other Event of Default provided with respect to Securities
      of that series.

The term "Bankruptcy Law" means title 11, U.S. Code or any similar foreign,
Federal or State law for the relief of debtors. The term "Custodian" means any
custodian, receiver, trustee, assignee, liquidator or other similar official
under any Bankruptcy Law.

            SECTION 502 Acceleration of Maturity; Rescission and Annulment.

            If an Event of Default (other than an Event of Default specified in
Section 501(5) or 501(6) with respect to the Company) with respect to Securities
of any series at the time Outstanding occurs and is continuing, then and in
every such case the Trustee or the Holders of not less than 25% in principal
amount of the Outstanding Securities of that series may declare the principal
(or, if any Securities are Original Issue Discount Securities or Indexed
Securities, such portion of the principal as may be specified in the terms
thereof) and accrued interest of all the Securities of that series to be due and
payable immediately, by a notice in writing to the Company (and to the Trustee
if given by the Holders), and upon any such declaration such principal or
specified portion thereof and interest shall become immediately due and payable.
If an Event of Default specified in Section 501(5) or 501(6) with respect to the
Company or any Subsidiary Guarantor occurs, the amounts described above with
respect to the Outstanding Securities of all series shall ipso facto become and
be immediately due and payable without any declaration or other act on the part
of the Trustee or any Holder. Upon payment of such principal and interest, all
of the Company's obligations under the


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Securities of such Series and this Indenture, other than obligations under
Section 606, shall terminate.

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

            (1) the Company or any Subsidiary Guarantor has paid or deposited
      with the Trustee a sum sufficient in cash to pay all principal, interest
      and Additional Amounts which have become due other than by such
      declaration of acceleration, interest or any such overdue amounts, and
      amounts owing the Trustee;

            (2) all Events of Default with respect to Securities of that series,
      other than the nonpayment of the principal of (or premium, if any) or
      interest on Securities of that series which have become due solely by such
      declaration of acceleration, have been cured or waived as provided in
      Section 513; and

            (3) such rescission would not conflict with any judgment or decree
      of a court of competent jurisdiction.

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

            SECTION 503 Collection of Indebtedness and Suits for Enforcement by
Trustee.

            The Company covenants that if:

            (1) default is made in the payment of any installment of interest or
      Additional Amounts on any Security of any series and any related coupon
      when such interest or Additional Amounts becomes due and payable and such
      default continues for a period of 30 days, or

            (2) default is made in the payment of the principal of (or premium,
      if any, on) any Security of any series at its Maturity,

then the Company will, upon demand of the Trustee, pay to the Trustee, for the
benefit of the Holders of Securities of such series and coupons, the whole
amount then due and payable on such Securities and coupons for principal (and
premium, if any) and interest, if any, with interest upon any overdue principal
(and premium, if any) and, to the extent that payment of such interest shall be
legally enforceable, upon any overdue installments of interest, if any, at the
rate or rates borne by or provided for in such Securities, and, in addition
thereto, such further amount as shall be sufficient to cover the costs and


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expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel.

            If the Company fails to pay such amounts forthwith upon such demand,
the Trustee, in its own name and as trustee of an express trust, may institute a
judicial proceeding for the collection of the sums so due and unpaid, and may
prosecute such proceeding to judgment or final decree, and may enforce the same
against the Company or any other obligor upon Securities of such series and
collect the moneys adjudged or decreed to be payable in the manner provided by
law out of the property of the Company or any other obligor upon such Securities
of such series, wherever situated.

            If an Event of Default with respect to Securities of any series
occurs and is continuing, the Trustee may in its discretion proceed to protect
and enforce its rights and the rights of the Holders of Securities of such
series and any related coupons by such appropriate judicial proceedings as the
Trustee shall deem most effectual to protect and enforce any such rights,
whether for the specific enforcement of any covenant or agreement in this
Indenture or in aid of the exercise of any power granted herein, or to enforce
any other proper remedy.

            SECTION 504 Trustee May File Proofs of Claim.

            In case of the pendency of any receivership, insolvency,
liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or
other judicial proceeding relative to the Company, any Subsidiary Guarantor or
any other obligor upon the Securities or the property of the Company, such
Subsidiary Guarantor or of such other obligor or their creditors, the Trustee
(irrespective of whether the principal of the Securities of any series shall
then be due and payable as therein expressed or by declaration or otherwise and
irrespective of whether the Trustee shall have made any demand on the Company
for the payment of any overdue principal, premium or interest) shall be entitled
and empowered, by intervention in such proceeding or otherwise:

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

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

and any custodian, receiver, assignee, trustee, liquidator, sequestrator (or
other similar official) in any such judicial proceeding is hereby authorized by
each Holder of Securities of such series and coupons 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


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to the Trustee any amount due to it for the reasonable compensation, expenses,
disbursements and advances of the Trustee and any predecessor Trustee, their
agents and counsel, and any other amounts due the Trustee or any predecessor
Trustee under Section 606.

            Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder of a Security
or coupon any plan of reorganization, arrangement, adjustment or composition
affecting the Securities or coupons or the rights of any Holder thereof, or to
authorize the Trustee to vote in respect of the claim of any Holder of a
Security or coupon in any such proceeding.

            SECTION 505 Trustee May Enforce Claims Without Possession of
Securities or Coupons.

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

            SECTION 506 Application of Money Collected.

            Any money collected by the Trustee pursuant to this Article shall be
applied in the following order, at the date or dates fixed by the Trustee and,
in case of the distribution of such money on account of principal (or premium,
if any) or interest, if any, upon presentation of the Securities or coupons, or
both, as the case may be, and the notation thereon of the payment if only
partially paid and upon surrender thereof if fully paid:

            FIRST: To the payment of all amounts due the Trustee and any
      predecessor Trustee under Section 606;

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

            THIRD: To the payment of the remainder, if any, to the Company.

            SECTION 507 Limitation on Suits.


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

            (1) such Holder has previously given written notice to the Trustee
      of a continuing Event of Default with respect to the Securities of that
      series;

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

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

            (4) the Trustee for 60 days after its receipt of such notice,
      request and offer of indemnity has failed to institute any such
      proceeding; and

            (5) no direction inconsistent with such written request has been
      given to the Trustee during such 60-day period by the Holders of a
      majority in principal amount of the Outstanding Securities of that series;

it being understood and intended that no one or more of such Holders shall have
any right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture to affect, disturb or prejudice the rights of any other of
such Holders, or to obtain or to seek to obtain priority or preference over any
other of such Holders or to enforce any right under this Indenture, except in
the manner herein provided and for the equal and ratable benefit of all such
Holders.

            SECTION 508 Unconditional Right of Holders to Receive Principal,
Premium and Interest and Additional Amounts, if Any.

            Notwithstanding any other provision in this Indenture, the Holder of
any Security or coupon shall have the right which is absolute and unconditional
to receive payment of the principal of (and premium, if any) and (subject to
Sections 305 and 307) interest, if any, and Additional Amounts, if any, on such
Security or payment of such coupon on the respective due dates expressed in such
Security or coupon (or, in the case of redemption, on the Redemption Date) and
to institute suit for the enforcement of any such payment, and such rights shall
not be impaired without the consent of such Holder.

            SECTION 509 Restoration of Rights and Remedies.

            If the Trustee or any Holder of a Security or coupon has instituted
any proceeding to enforce any right or remedy under this Indenture and such
proceeding has been discontinued or abandoned for any reason, or has been
determined adversely to the Trustee or to such Holder, then and in every such
case the Company, the Subsidiary Guarantors, the Trustee and the Holders of
Securities and coupons shall, subject to any


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determination in such proceeding, be restored severally and respectively to
their former positions hereunder and thereafter all rights and remedies of the
Trustee and the Holders shall continue as though no such proceeding had been
instituted.

            SECTION 510 Rights and Remedies Cumulative.

            Except as otherwise provided with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Securities or coupons in the
last paragraph of Section 306, no right or remedy herein conferred upon or
reserved to the Trustee or to the Holders of Securities or coupons is intended
to be exclusive of any other right or remedy, and every right and remedy shall,
to the extent permitted by law, be cumulative and in addition to every other
right and remedy given hereunder or now or hereafter existing at law or in
equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.

            SECTION 511 Delay or Omission Not Waiver.

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

            SECTION 512 Control by Holders of Securities.

            The Holders of a majority in principal amount of the Outstanding
Securities of any series shall have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee or
exercising any trust or power conferred on the Trustee with respect to the
Securities of such series, provided that

            (1) such direction shall not be in conflict with any rule of law or
      with this Indenture,

            (2) the Trustee may take any other action deemed proper by the
      Trustee which is not inconsistent with such direction, and

            (3) the Trustee need not take any action which might involve it in
      personal liability or be unjustly prejudicial to the Holders of Securities
      of such series not consenting.

            SECTION 513 Undertaking for Costs.

            All parties to this Indenture agree that in any suit for the
enforcement of any right or remedy under this Indenture or in any suit against
the Trustee for any action


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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 attorney's fees and expenses, against any party litigant in the suit,
having due regard to the merits and good faith of the claims or defenses made by
the party litigant, provided that this Section 513 shall not apply to a suit by
the Trustee, a suit by a Holder pursuant to Section 508 hereof, or a suit by
Holders of more than 10% in principal amount of the then Outstanding Securities.

            SECTION 514 Waiver of Past Defaults.

            The Holders of not less than a majority in principal amount of the
Outstanding Securities of any series may on behalf of the Holders of all the
Securities of such series and any related coupons waive any past default
hereunder with respect to such series and its consequences, except a default

            (1) in the payment of the principal of (or premium, if any) or
      interest, if any, or Additional Amounts on any Security of such series or
      any related coupons, or

            (2) in respect of a covenant or provision hereof which under Article
      Nine cannot be modified or amended without the consent of the Holder of
      each Outstanding Security of such series affected.

            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 Event of Default or impair any right consequent thereon.

            SECTION 515 Waiver of Usury, Stay or Extension Laws.

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


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                                   ARTICLE SIX

                                   THE TRUSTEE

            SECTION 601 Notice of Defaults.

            Within five days after the earlier of receipt from the Company of
notice of the occurrence of a Default or Event of Default hereunder or the date
such occurrence hereunder actually becomes known to a Responsible Officer of the
Trustee, the Trustee shall transmit to all Holders of Securities of such series,
in the manner and to the extent provided in TIA Section 313(c), notice of such
Default hereunder known to the Trustee, unless such Default shall have been
cured or waived; provided, however, that, except in the case of a Default in the
payment of the principal of (or premium, if any) or interest, if any, on any
Security of such series, or in the payment of any sinking or purchase fund
installment with respect to the Securities of such series, the Trustee shall be
protected in withholding such notice if and so long as the board of directors,
the executive committee or a trust committee of directors and/or Responsible
Officers of the Trustee in good faith determines that the withholding of such
notice is in the interests of the Holders of the Securities and coupons of such
series; and provided further that in the case of any Default or breach of the
character specified in Section 501(4) with respect to the Securities and coupons
of such series, no such notice to Holders shall be given until at least 60 days
after the occurrence thereof unless otherwise specified in accordance with
Section 301.

            SECTION 602 Certain Rights of Trustee.

            Subject to the provisions of TIA Section 315(a) through 315(d):

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

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

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

            (4) The Trustee shall not be liable with respect to any action taken
      or omitted to be taken by it in good faith in accordance with the
      direction of the Holders of a majority in principal amount of the
      Outstanding Securities of any series, determined as provided in Sections
      101 and 104.

            (5) Any request or direction of the Company mentioned herein shall
      be sufficiently evidenced by a Company Request or Company Order (other
      than


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      delivery of any Security, together with any coupons appertaining thereto,
      to the Trustee for authentication and delivery pursuant to Section 303
      which shall be sufficiently evidenced as provided therein) and any
      resolution of the Board of Directors may be sufficiently evidenced by a
      Board Resolution.

            (6) Whenever in the administration of this Indenture the Trustee
      shall deem it desirable that a matter be proved or established prior to
      taking, suffering or omitting any action hereunder, the Trustee (unless
      other evidence be herein specifically prescribed) may, in the absence of
      bad faith on its part, rely upon a Board Resolution, an Opinion of Counsel
      or an Officers' Certificate.

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

            (8) 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 of Securities of any series or any related
      coupons pursuant to this Indenture, unless such Holders shall have offered
      to the Trustee security or indemnity reasonably satisfactory to the
      Trustee against the costs, expenses and liabilities which might be
      incurred by it in compliance with such request or direction.

            (9) The Trustee shall not be bound to make any investigation into
      the facts or matters stated in any resolution, certificate, statement,
      instrument, opinion, report, notice, request, direction, consent, order,
      bond, debenture, note, coupon or other paper or document, but the Trustee,
      in its discretion, may make such further inquiry or investigation into
      such facts or matters as it may see fit, and, if the Trustee shall
      determine to make such further inquiry or investigation, it shall be
      entitled to examine the books, records and premises of the Company,
      personally or by agent or attorney but in the case of any certificate or
      opinion specifically required by the Indenture to be delivered to the
      Trustee, the Trustee shall have a duty to examine the same to determine
      whether they conform to the Indenture requirements.

            (10) The Trustee may execute any of the trusts or powers hereunder
      or perform any duties hereunder either directly or by or through agents or
      attorneys and the Trustee shall not be responsible for any misconduct or
      negligence on the part of any agent or attorney appointed with due care by
      it hereunder.

            (11) The Trustee shall not be liable for any action taken, suffered
      or omitted by it in good faith and believed by it to be authorized or
      within the discretion or rights or powers conferred upon it by this
      Indenture other than any liabilities arising out of the negligence of the
      Trustee.


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

            (13) The Trustee may request that the Company deliver an Officers'
      Certificate setting forth the names of individuals and/or titles of
      officers authorized at such time to take specified actions pursuant to
      this Indenture, which Officers' Certificate may be signed by any person
      authorized to sign an Officers' Certificate, including any person
      specified as so authorized in any such certificate previously delivered
      and not superseded.

            The Trustee shall not be required to expend or risk its own funds or
otherwise incur any financial liability in the performance of any of its duties
hereunder, or in the exercise of any of its rights or powers, if it shall have
reasonable grounds for believing that repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured to it.

            SECTION 603 Not Responsible for Recitals or Issuance of Securities.

            The recitals contained herein and in the Securities, except the
Trustee's certificate of authentication, and in any coupons shall be taken as
the statements of the Company, and neither the Trustee nor any Authenticating
Agent assumes any responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the
Securities or coupons, except that the Trustee represents that it is duly
authorized to execute and deliver this Indenture, authenticate the Securities
and perform its obligations hereunder and that the statements made by it in a
Statement of Eligibility on Form T-1 supplied to the Company are true and
accurate, subject to the qualifications set forth therein. Neither the Trustee
nor any Authenticating Agent shall be accountable for the use or application by
the Company of Securities or the proceeds thereof.

            SECTION 604 May Hold Securities.

            The Trustee, any Paying Agent, Security Registrar, Authenticating
Agent or any other agent of the Company or the Subsidiary Guarantors, in its
individual or any other capacity, may become the owner or pledgee of Securities
and coupons and, subject to TIA Sections 310(b) and 311, may otherwise deal with
the Company with the same rights it would have if it were not Trustee, Paying
Agent, Security Registrar, Authenticating Agent or such other agent.

            SECTION 605 Money Held in Trust.

            Money held by the Trustee in trust hereunder need not be segregated
from other funds except to the extent required by law. The Trustee shall be
under no liability for interest on any money received by it hereunder except as
otherwise agreed with the Company.


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            SECTION 606 Compensation and Reimbursement.

            The Company agrees:

            (1) to pay to the Trustee from time to time such compensation for
      all services rendered by it hereunder as shall be agreed upon in writing
      from time to time (which compensation shall not be limited by any
      provision of law in regard to the compensation of a trustee of an express
      trust);

            (2) except as otherwise expressly provided herein, to reimburse each
      of the Trustee and any predecessor Trustee upon its request for all
      reasonable expenses, disbursements and advances incurred or made by the
      Trustee in accordance with any provision of this Indenture (including the
      reasonable compensation and the expenses and disbursements of its agents
      and counsel), except any such expense, disbursement or advance as may be
      attributable to its negligence or bad faith; and

            (3) to indemnify each of the Trustee and any predecessor Trustee
      for, and to hold it harmless against, any loss, damage, claims, liability
      or expense incurred without negligence or bad faith on its own part,
      arising out of or in connection with the acceptance or administration of
      the trust or trusts hereunder, including the costs and expenses of
      defending itself against any claim (whether asserted by 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.

            As security for the performance of the obligations of the Company
under this Section, the Trustee shall have a claim prior to the Securities upon
all property and funds held or collected by the Trustee as such, except funds
held in trust for the payment of principal of (or premium, if any) or interest,
if any, on particular Securities or any coupons.

            When the Trustee incurs expenses or renders services after an Event
of Default specified in Section 501(5) or (6) occurs, the expenses and
compensation for the services are intended to constitute expenses of
administration under any Bankruptcy Law.

            SECTION 607 Corporate Trustee Required; Eligibility.

            There shall at all times be a Trustee hereunder which shall be
eligible to act as Trustee under TIA Section 310(a)(1) and shall have a combined
capital and surplus of at least $50,000,000. If such corporation publishes
reports of condition at least annually, pursuant to law or the requirements of
Federal, State, Territorial or District of Columbia supervising or examining
authority, then for the purposes of this Section, the combined capital and
surplus of such corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. If at
any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section, it shall resign immediately in the manner and with
the effect hereinafter specified in this Article.


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            SECTION 608 Resignation and Removal; Appointment of Successor.

            (a) No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee in accordance with the
applicable requirements of Section 609.

            (b) The Trustee may resign at any time with respect to the
Securities of one or more series by giving written notice thereof to the
Company.

            (c) The Trustee may be removed at any time with respect to the
Securities of any series by Act of the Holders of a majority in principal amount
of the Outstanding Securities of such series delivered to the Trustee and to the
Company.

            (d) If at any time:

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

            (2) the Trustee shall cease to be eligible under Section 607 and
      shall fail to resign after written request therefor by the Company or by
      any Holder of a Security who has been a bona fide Holder of a Security for
      at least six months, or

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

then, in any such case, (i) the Company by or pursuant to a Board Resolution may
remove the Trustee and appoint a successor Trustee with respect to all
Securities, or (ii) subject to TIA Section 315(e), any Holder of a Security who
has been a bona fide Holder of a Security for at least six months may, on behalf
of himself and all others similarly situated, petition any court of competent
jurisdiction for the removal of the Trustee with respect to all Securities and
the appointment of a successor Trustee or Trustees.

            (e) If an instrument of acceptance by a successor Trustee shall not
have been delivered to the Trustee within 30 days after the giving of a notice
of resignation or the delivery of an Act of removal, the Trustee resigning or
being removed or any Holder who has been a bona fide Holder of Securities for at
least six months, may petition any court of competent jurisdiction for the
appointment of a successor Trustee.

            (f) If the Trustee shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the office of Trustee for any cause with
respect to the Securities of one or more series, the Company, by or pursuant to
a Board Resolution, shall promptly appoint a successor Trustee or Trustees with
respect to the Securities of


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that or those series (it being understood that any such successor Trustee may be
appointed with respect to the Securities of one or more or all of such series
and that at any time there shall be only one Trustee with respect to the
Securities of any particular series). If, within one year after such
resignation, removal or incapability, or the occurrence of such vacancy, a
successor Trustee with respect to the Securities of any series shall be
appointed by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series delivered to the Company and the retiring
Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance
of such appointment, become the successor Trustee with respect to the Securities
of such series and to that extent supersede the successor Trustee appointed by
the Company. If no successor Trustee with respect to the Securities of any
series shall have been so appointed by the Company or the Holders of Securities
and accepted appointment in the manner hereinafter provided, any Holder of a
Security who has been a bona fide Holder of a Security of such series for at
least six months may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the appointment of a successor
Trustee with respect to Securities of such series.

            (g) The Company shall give notice of each resignation and each
removal of the Trustee with respect to the Securities of any series and each
appointment of a successor Trustee with respect to the Securities of any series
in the manner provided for notices to the Holders of Securities in Section 106.
Each notice shall include the name of the successor Trustee with respect to the
Securities of such series and the address of its Corporate Trust Office.

            SECTION 609 Acceptance of Appointment by Successor.

            (a) In case of the appointment hereunder of a successor Trustee with
respect to all Securities, every such successor Trustee shall execute,
acknowledge and deliver to the Company and to the retiring Trustee an instrument
accepting such appointment, and thereupon the resignation or removal of the
retiring Trustee shall become effective and such successor Trustee, without any
further act, deed or conveyance, shall become vested with all the rights,
powers, trusts and duties of the retiring Trustee; but, on request of the
Company or the successor Trustee, such retiring Trustee shall, upon payment of
its charges, execute and deliver an instrument transferring to such successor
Trustee all the rights, powers and trusts of the retiring Trustee, and shall
duly assign, transfer and deliver to such successor Trustee all property and
money held by such retiring Trustee hereunder, subject nevertheless to its
claim, if any, provided for in Section 606.

            (b) In case of the appointment hereunder of a successor Trustee with
respect to the Securities of one or more (but not all) series, the Company, the
Subsidiary Guarantors, if applicable, the retiring Trustee and each successor
Trustee with respect to the Securities of one or more series shall execute and
deliver an indenture supplemental hereto wherein each successor Trustee shall
accept such appointment and which (1) shall contain such provisions as shall be
necessary or desirable to transfer and confirm to, and to vest in, each
successor Trustee all the rights, powers, trusts and duties of the retiring
Trustee with respect to the Securities of that or those series to which the
appointment of


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such successor Trustee relates, (2) if the retiring Trustee is not retiring with
respect to all Securities, shall contain such provisions as shall be deemed
necessary or desirable to confirm that all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of that or those series
as to which the retiring Trustee is not retiring shall continue to be vested in
the retiring Trustee, and (3) shall add to or change any of the provisions of
this Indenture as shall be necessary to provide for or facilitate the
administration of the trusts hereunder by more than one Trustee, it being
understood that nothing herein or in such supplemental indenture shall
constitute such Trustees co-trustees of the same trust and that each such
Trustee shall be trustee of a trust or trusts hereunder separate and apart from
any trust or trusts hereunder administered by any other such Trustee; and upon
the execution and delivery of such supplemental indenture the resignation or
removal of the retiring Trustee shall become effective to the extent provided
therein and each such successor Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of that or those series
to which the appointment of such successor Trustee relates; but, on request of
the Company or any successor Trustee, such retiring Trustee shall duly assign,
transfer and deliver to such successor Trustee all property and money held by
such retiring Trustee hereunder with respect to the Securities of that or those
series to which the appointment of such successor Trustee relates.

            (c) Upon request of any such successor Trustee, the Company shall
execute any and all instruments for more fully and certainly vesting in and
confirming to such successor Trustee all such rights, powers and trusts referred
to in paragraph (a) or (b) of this Section, as the case may be.

            (d) No successor Trustee shall accept its appointment unless at the
time of such acceptance such successor Trustee shall be qualified and eligible
under this Article.

            SECTION 610 Merger, Conversion, Consolidation or Succession to
Business.

            Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all of the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder,
provided such corporation shall be otherwise qualified and eligible under this
Article, without the execution or filing of any paper or any further act on the
part of any of the parties hereto. In case any Securities or coupons shall have
been authenticated, but not delivered, by the Trustee then in office, any
successor by merger, conversion or consolidation to such authenticating Trustee
may adopt such authentication and deliver the Securities or coupons so
authenticated with the same effect as if such successor Trustee had itself
authenticated such Securities or coupons. In case any Securities or coupons
shall not have been authenticated by such predecessor Trustee, any such
successor Trustee may authenticate and deliver such Securities or coupons, in
either its own name or that of its predecessor Trustee, with the


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full force and effect which this Indenture provides for the certificate of
authentication of the Trustee.

            SECTION 611 Appointment of Authenticating Agent.

            At any time when any of the Securities remain Outstanding, the
Trustee may appoint an Authenticating Agent or Agents with respect to one or
more series of Securities which shall be authorized to act on behalf of the
Trustee to authenticate Securities of such series issued upon exchange,
registration of transfer or partial redemption thereof, and Securities so
authenticated shall be entitled to the benefits of this Indenture and shall be
valid and obligatory for all purposes as if authenticated by the Trustee
hereunder. Any such appointment shall be evidenced by an instrument in writing
signed by a Responsible Officer of the Trustee, a copy of which instrument shall
be promptly furnished to the Company. Wherever reference is made in this
Indenture to the authentication and delivery of Securities by the Trustee or the
Trustee's certificate of authentication, such reference shall be deemed to
include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent. Each Authenticating Agent shall be
reasonably acceptable to the Company and, except as may otherwise be provided
pursuant to Section 301, shall at all times be a bank or trust company or
corporation organized and doing business and in good standing under the laws of
the United States of America or of any State or the District of Columbia,
authorized under such laws to act as Authenticating Agent, having a combined
capital and surplus of not less than $50,000,000 and subject to supervision or
examination by Federal or State authorities. If such Authenticating Agent
publishes reports of condition at least annually, pursuant to law or the
requirements of the aforesaid supervising or examining authority, then for the
purposes of this Section, the combined capital and surplus of such
Authenticating Agent shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. In case at any
time an Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, such Authenticating Agent shall resign immediately
in the manner and with the effect specified in this Section.

            Any corporation into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which such Authenticating Agent
shall be a party, or any corporation succeeding to the corporate agency or
corporate trust business of an Authenticating Agent, shall continue to be an
Authenticating Agent, provided such corporation shall be otherwise eligible
under this Section, without the execution or filing of any paper or further act
on the part of the Trustee or the Authenticating Agent.

            An Authenticating Agent for any series of Securities may at any time
resign by giving written notice of resignation to the Trustee for such series
and to the Company. The Trustee for any series of Securities may at any time
terminate the agency of an Authenticating Agent by giving written notice of
termination to such Authenticating Agent and to the Company. Upon receiving such
a notice of resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in


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accordance with the provisions of this Section, the Trustee for such series may
appoint a successor Authenticating Agent which shall be acceptable to the
Company and shall give notice of such appointment to all Holders of Securities
of the series with respect to which such Authenticating Agent will serve in the
manner set forth in Section 106. Any successor Authenticating Agent upon
acceptance of its appointment hereunder shall become vested with all the rights,
powers and duties of its predecessor hereunder, with like effect as if
originally named as an Authenticating Agent herein. No successor Authenticating
Agent shall be appointed unless eligible under the provisions of this Section.

            The Company agrees to pay to each Authenticating Agent from time to
time reasonable compensation including reimbursement of its reasonable expenses
for its services under this Section.

            If an appointment with respect to one or more series is made
pursuant to this Section, the Securities of such series may have endorsed
thereon, in addition to or in lieu of the Trustee's certificate of
authentication, an alternate certificate of authentication substantially in the
following form:

            This is one of the Securities of the series designated therein
referred to in the within-mentioned Indenture.

                                    THE BANK OF NEW YORK
                                         as Trustee


                                    By _________________________________________
                                       as Authenticating Agent


                                    By _________________________________________
                                       Authorized Signatory

            SECTION 612 Conflicting Interests.

            The Trustee shall comply with the provisions of Section 310(b) of
the Trust Indenture Act.

            The indenture dated as of December 16, 1996, for the Company's 10
3/4% Senior Subordinated Notes due 2006 between the Company and The Bank of New
York shall be deemed to be specifically described herein for the purposes of
clause (i) of the first proviso contained in Section 310(b) of the TIA.

            SECTION 613 Appointment of Co-Trustee.

            (a) For the purpose of meeting any legal requirements of any
jurisdiction in which the Company may at the time be located in connection with
the enforcement of any right or the taking of any action on behalf of the
Holders of any Securities issued hereunder, the Trustee shall have the power and
may execute and deliver all instruments necessary to appoint one or more Persons
to act as a co-trustee or


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co-trustees, or separate trustee or separate trustees, such powers, duties,
obligations, rights and trusts as the Trustee may consider necessary or
desirable. Each co-trustee or separate trustee hereunder shall be required to
meet the terms of eligibility as a trustee under Section 607. The Trustee shall
promptly notify the Holders and the Company of the appointment of a co-trustee
or separate trustee under this section.

            (b) Every separate trustee and co-trustee shall, to the extent
permitted by law, be appointed and act subject to the following provisions and
conditions:

            (i) all rights, powers, duties and obligations conferred or imposed
      upon the Trustee shall be conferred or imposed upon and exercised or
      performed by the Trustee and such separate trustee or co-trustee jointly
      (it being understood that such separate trustee or co-trustee is not
      authorized to act separately without the Trustee joining in such act),
      except to the extent that under any law of any jurisdiction in which any
      particular act or acts are to be performed the Trustee shall be
      incompetent or unqualified to perform such act or acts, in which event
      such rights, powers, duties and obligations shall be exercised and
      performed singly by such separate trustee or co-trustee, but solely at the
      direction of the Trustee;

            (ii) no trustee hereunder shall be personally liable by reason of
      any act or omission of any other trustee hereunder;

            (iii) the Trustee may at any time accept the resignation of or
      remove any separate trustee or co-trustee;

            (iv) any notice, request or other writing given to the Trustee shall
      be deemed to have been given to each of the then separate trustees and
      co-trustees, as effectively as if given to each of them. Every instrument
      appointing any separate trustee or co-trustee shall refer to this
      Indenture and the conditions of this Article Six. Each separate trustee
      and co-trustee, upon its acceptance of the trusts conferred, shall be
      vested with the estates or property specified in its instrument of
      appointment, either jointly with the Trustee or separately, as may be
      provided therein, subject to all the provisions of this Indenture,
      specifically including every provision of this Indenture relating to the
      conduct of, affecting the liability of, or affording protection or rights
      (including the rights to compensation, reimbursement and indemnification
      hereunder) to, the Trustee. Every such instrument shall be filed with the
      Trustee; and

            (v) any separate trustee or co-trustee may at any time constitute
      the Trustee its agent or attorney-in-fact with full power and authority,
      to the extent not prohibited by law, to do any lawful act under or in
      respect of this Indenture on its behalf and in its name for the purposes
      of enforcing any rights or taking any other action on behalf of the
      Holders of any Securities issued hereunder.

            SECTION 614 Trustee's Application for Instructions from the Company.


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

                                 ARTICLE SEVEN

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

            SECTION 701 Disclosure of Names and Addresses of Holders.

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

            (a) semiannually, not later than 15 days after each Regular Record
      Date for Securities of each series at the time Outstanding, a list in such
      form as the Trustee may reasonably require, of the names and addresses of
      the Holders of Registered Securities as of such Regular Record Date, or if
      there is no Regular Record Date for interest for such series of
      Securities, semiannually, upon such dates as are set forth in the Board
      Resolution, Officers' Certificates indenture supplemental hereto
      authorizing such series, and

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

provided, however, that so long as the Trustee is the Security Registrar, no
such list shall be required to be furnished.

            The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders contained in the most recent
list furnished to the Trustee as provided in Section 701 and the names and
addresses of Holders received by the Trustee in its capacity as Security
Registrar. The Trustee may destroy any list furnished to it as provided in
Section 701 upon receipt of a new list so furnished.

            The rights of the Holders to communicate with other Holders with
respect to their rights under this Indenture or under the Securities, and the
corresponding rights and privileges of the Trustee, shall be as provided by the
Trust Indenture Act.


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            Every Holder of Securities or coupons, by receiving and holding the
same, agrees with the Company, the Subsidiary Guarantors and the Trustee that
neither the Company nor any Subsidiary Guarantor nor the Trustee nor any
Authenticating Agent nor any Paying Agent nor any Security Registrar shall be
held accountable by reason of the disclosure of any information as to the names
and addresses of the Holders of Securities in accordance with TIA Section 312,
regardless of the source from which such information was derived, and that the
Trustee shall not be held accountable by reason of mailing any material pursuant
to a request made under TIA Section 312(b).

            SECTION 702 Reports by Trustee.

            Within 60 days after May 15 of each year commencing with the first
May 15 after the first issuance of Securities pursuant to this Indenture, the
Trustee shall transmit by mail to all Holders of Securities as provided in TIA
Section 313(c) a brief report dated as of such May 15 if required by TIA Section
313(a).

            A copy of each such report shall, at the time of such transmission
to Holders, be filed by the Trustee with each stock exchange, if any, upon which
the Securities are listed, with the Commission and with the Company. The Company
will promptly notify the Trustee of the listing of the Securities on any stock
exchange.

            SECTION 703 Reports by Company and Subsidiary Guarantors.

            The Company and, so long as any Securities in respect of which its
Subsidiary Guarantees have been issued are Outstanding, each of the Subsidiary
Guarantors, will:

            (1) file with the Trustee, within 15 days after the Company or such
      Subsidiary Guarantor, as the case may be, is required to file the same
      with the Commission, copies of the annual reports and of the information,
      documents, and other reports (or copies of such portions of any of the
      foregoing as the Commission may from time to time by rules and regulations
      prescribe) which the Company or such Subsidiary Guarantor, as the case may
      be, may be required to file with the Commission pursuant to Section 13 or
      Section 15(d) of the Securities Exchange Act of 1934; or, if the Company
      or such Subsidiary Guarantor is not required to file information,
      documents or reports pursuant to either of such Sections, then it will
      file with the Trustee and the Commission, in accordance with rules and
      regulations prescribed from time to time by the Commission, such of the
      supplementary and periodic information, documents and reports which may be
      required pursuant to Section 13 of the Securities Exchange Act of 1934 in
      respect of a security listed and registered on a national securities
      exchange as may be prescribed from time to time in such rules and
      regulations;

            (2) file with the Trustee and the Commission, in accordance with
      rules and regulations prescribed from time to time by the Commission, such
      additional information, documents and reports with respect to compliance
      by the Company or such Subsidiary Guarantor, as the case may be, with the
      conditions and


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      covenants of this Indenture as may be required from time to time by such
      rules and regulations; and

            (3) transmit by mail to the Holders of Securities, within 30 days
      after the filing thereof with the Trustee, in the manner and to the extent
      provided in TIA Section 313(c), such summaries of any information,
      documents and reports required to be filed by the Company or such
      Subsidiary Guarantor, as the case may be, pursuant to paragraphs (1) and
      (2) of this Section as may be required by rules and regulations prescribed
      from time to time by the Commission.

            SECTION 704 Calculation of Original Issue Discount.

            8 Upon request of the Trustee, the Company shall file with the
Trustee promptly at the end of each calendar year (i) a written notice
specifying the amount of original issue discount (including daily rates and
accrual periods), if any, accrued on Outstanding Securities as of the end of
such year and (ii) such other specific information relating to such original
issue discount as may then be relevant under the Internal Revenue Code of 1986,
as amended from time to time.

                                 ARTICLE EIGHT

                  CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER


            SECTION 801 Company May Consolidate, Etc., Only on Certain Terms.



            The Company shall not consolidate with or merge with or into any
other Person or convey or transfer its properties and assets substantially as an
entirety to any Person, unless:



            (1) either the Company shall be the continuing corporation, or the
      corporation (if other than the Company) formed by such consolidation or
      into which the Company is merged or the Person which acquires by
      conveyance or transfer the properties and assets of the Company
      substantially as an entirety shall expressly assume, by an indenture
      supplemental hereto, executed and delivered to the Trustee, in form
      satisfactory to the Trustee, all of the obligations of the Company under
      this Indenture and on all the Securities and this Indenture;


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


            (3) the Company and the successor Person have delivered to the
      Trustee an Officers' Certificate and an Opinion of Counsel each stating
      that such consolidation, merger,



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      conveyance or transfer and such supplemental indenture comply with this
      Article and that all conditions precedent herein provided for relating to
      such transaction have been complied with.

            SECTION 802 Successor Person Substituted.

Upon any consolidation or merger, or any conveyance or transfer of the
properties and assets of the Company, substantially as an entirety in accordance
with Section 801, the successor corporation formed by such consolidation or into
which the Company is merged or the successor Person to which such conveyance or
transfer is made shall succeed to, and be substituted for, and may exercise
every right and power of, the Company under this Indenture with the same effect
as if such successor had been named as the Company herein; and in the event of
any such conveyance or transfer (except by a lease), the Company shall be
discharged from all its obligations and covenants under this Indenture and the
Securities and coupons and may be dissolved and liquidated.

            Such successor entity thereupon may cause to be signed, and may
issue either in its own name or in the name of the Company, any or all of the
Securities issuable hereunder which theretofore shall not have been signed by
the Company and delivered to the Trustee; and, upon the order of such successor
entity, instead of the Company, and subject to all the terms, conditions and
limitations prescribed in this Indenture, the Trustee shall authenticate and
shall deliver any Securities which previously shall have been signed and
delivered by the officers of the Company to the Trustee for authentication, and
any Securities which such successor entity thereafter shall cause to be signed
and delivered to the Trustee for that purpose. All the Securities of any series
so issued shall in all respects have the same legal rank and benefit under this
Indenture as the Securities of such series theretofore or thereafter issued in
accordance with the terms of this Indenture as though all of such Securities had
been issued at the date of the execution hereof.

            In case of any such merger in which the Company is not the surviving
corporation or any such consolidation, sale, lease, assignment, transfer or
conveyance, such changes in phraseology and form (but not in substance) may be
made in the Securities thereafter to be issued as may be appropriate.

            SECTION 803 Officers' Certificate and Opinion of Counsel.

            Any consolidation, merger, sale, conveyance, assignment, transfer or
lease permitted under Section 801 is also subject to the condition that the
Trustee shall have received an Officers' Certificate and an Opinion of Counsel
to the effect that any such consolidation, merger, sale, conveyance, transfer,
assignment or lease, and the assumption by any successor Person and any such
supplemental indenture, comply with the provisions of this Article and that all
conditions precedent herein provided for relating to such transaction have been
complied with.


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                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES

            SECTION 901 Supplemental Indentures Without Consent of Holders.

            Without the consent of any Holders of Securities or coupons, the
Company and, if applicable, the Subsidiary Guarantors, when authorized by or
pursuant to a Board Resolution, and the Trustee, at any time and from time to
time, may enter into one or more indentures supplemental hereto, in form
satisfactory to the Trustee, for any of the following purposes:

            (1) to evidence the succession of another Person to the Company or
      any Subsidiary Guarantor and the assumption by any such successor of the
      covenants of the Company or such Subsidiary Guarantor herein and in the
      Securities contained; or

            (2) to add to the covenants of the Company or the Subsidiary
      Guarantors for the benefit of the Holders of all or any series of
      Securities (and if such covenants are to be for the benefit of less than
      all series of Securities, stating that such covenants are expressly being
      included solely for the benefit of such series) or to surrender any right
      or power herein conferred upon the Company or the Subsidiary Guarantors;
      or

            (3) to add any additional Events of Default for the benefit of the
      Holders of all or any series of Securities (and if such Events of Default
      are to be for the benefit of less than all series of Securities, stating
      that such Events of Default are expressly being included solely for the
      benefit of such series); provided, however, that in respect of any such
      additional Events of Default such supplemental indenture may provide for a
      particular period of grace after default (which period may be shorter or
      longer than that allowed in the case of other defaults) or may provide for
      an immediate enforcement upon such default or may limit the remedies
      available to the Trustee upon such default or may limit the right of the
      Holders of a majority in aggregate principal amount of that or those
      series of Securities to which such additional Events of Default apply to
      waive such default; or

            (4) to add to or change any of the provisions of this Indenture to
      provide that Bearer Securities may be registrable as to principal, to
      change or eliminate any restrictions on the payment of principal of or any
      premium or interest on Bearer Securities, to permit Bearer Securities to
      be issued in exchange for Registered Securities, to permit Bearer
      Securities to be issued in exchange for Bearer Securities of other
      authorized denominations or to permit or facilitate the issuance of
      Securities in uncertificated form; provided that any such action shall not
      adversely affect the interests of the Holders of Securities of any series
      or any related coupons in any material respect; or


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            (5) to change or eliminate any of the provisions of this Indenture;
      provided that any such change or elimination shall become effective only
      when there is no Security Outstanding of any series created prior to the
      execution of such supplemental indenture which is entitled to the benefit
      of such provision; or

            (6) to secure the Securities pursuant to the requirements of such
      indenture supplement, if applicable; or

            (7) to establish the form or terms of Securities of any series and
      any related coupons as permitted by Sections 201 and 301, including the
      provisions and procedures relating to Securities convertible into or
      exchangeable for any securities of any Person (including the Company); or

            (8) to evidence and provide for the acceptance of appointment
      hereunder by a successor Trustee with respect to the Securities of one or
      more series and to add to or change any of the provisions of this
      Indenture as shall be necessary to provide for or facilitate the
      administration of the trusts hereunder by more than one Trustee; or

            (9) to cure any ambiguity, to correct or supplement any provision
      herein which may be inconsistent with any other provision herein, or to
      make any other provisions with respect to matters or questions arising
      under this Indenture; provided that such action shall not adversely affect
      the interests of the Holders of Securities of any series or any related
      coupons in any material respect; or

            (10) to supplement any of the provisions of this Indenture to such
      extent as shall be necessary to permit or facilitate the defeasance and
      discharge of any series of Securities pursuant to Sections 401, 1402 and
      1403; provided that any such action shall not adversely affect the
      interests of the Holders of Securities of such series and any related
      coupons or any other series of Securities in any material respect; or

            (11) to add a guarantor or guarantors for any series or all series
      of the Securities; or

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

            SECTION 902 Supplemental Indentures with Consent of Holders.

            With the consent of the Holders of not less than a majority in
principal amount of all Outstanding Securities affected by such supplemental
indenture, with each series voting separately, by Act of said Holders delivered
to the Company and the Trustee, the Company and, if applicable, the Subsidiary
Guarantors, when authorized by or pursuant to a Board Resolution, and the
Trustee may enter into an indenture or indentures supplemental hereto for the
purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions of this Indenture or of modifying in any manner the rights of
the Holders of Securities and any related coupons under this


                                       69
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Indenture; provided, however, that no such supplemental indenture shall, without
the consent of the Holder of each Outstanding Security affected thereby:

            (1) change the Stated Maturity of the principal of (or premium, if
      any, on) or any installment of principal of or interest on, any Security,
      subject to the provisions of Section 308; or reduce the principal amount
      thereof or the rate of interest (or change the manner of calculation of
      interest) thereon, or any Additional Amounts with respect thereto, or any
      premium payable upon the redemption thereof, or change any obligation of
      the Company to pay Additional Amounts pursuant to Section 1005 (except as
      contemplated by Section 801(1) and permitted by Section 901(1)), or reduce
      the portion of the principal of an Original Issue Discount Security or
      Indexed Security that would be due and payable upon a declaration of
      acceleration of the Maturity thereof pursuant to Section 502 or the amount
      thereof provable in bankruptcy pursuant to Section 504, or adversely
      affect any right of repayment at the option of the Holder of any Security,
      or change any Place of Payment where, or the Currency in which, any
      Security or any premium or interest or Additional Amount thereon is
      payable, or impair the right to institute suit for the enforcement of any
      such payment on or after the Stated Maturity thereof (or, in the case of
      redemption or repayment at the option of the Holder, on or after the
      Redemption Date or the Repayment Date, as the case may be), or adversely
      affect any right to convert or exchange any Security as may be provided
      pursuant to Section 301 herein, or

            (2) reduce the percentage in principal amount of the Outstanding
      Securities of any series, the consent of whose Holders is required for any
      such supplemental indenture, or the consent of whose Holders is required
      for any waiver with respect to such series (of compliance with certain
      provisions of this Indenture or certain defaults hereunder and their
      consequences) provided for in this Indenture, or reduce the requirements
      of Section 1504 for quorum or voting, or

            (3) modify any of the provisions of this Section, Section 513 or
      Section 1006, except to increase any such percentage or to provide that
      certain other provisions of this Indenture cannot be modified or waived
      without the consent of the Holder of each Outstanding Security affected
      thereby, or

            (4) modify any of the provisions of this Indenture relating to the
      subordination of the Securities or the definitions related thereto as they
      affect subordination in a manner adverse to the Holders, or

            (5) cause the Securities to be expressly subordinated to other
      indebtedness of the Company.


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

            A supplemental indenture which changes or eliminates any covenant or
other provision of this Indenture which has expressly been included solely for
the benefit of one or more particular series of Securities, or which modifies
the rights of the Holders of Securities of such series with respect to such
covenant or other provision, shall be deemed not to affect the rights under this
Indenture of the Holders of Securities of any other series.

            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 at the close of
Business on such record date, or their duly designated proxies, and only such
Persons, shall be entitled to consent to such supplemental indenture, whether or
not such Holders remain Holders after such record date; provided that unless
such consent shall have become effective by virtue of the requisite percentage
having been obtained prior to the date which is 90 days after such record date,
any such consent previously given shall automatically and without further action
by any Holder be cancelled and of no further effect.

            SECTION 903 Execution of Supplemental Indentures.

            In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modification thereby of
the trusts created by this Indenture, the Trustee shall be entitled to receive,
and shall be fully protected in relying upon (subject to the provisions of
Article Six hereof), an Opinion of Counsel stating that the execution of such
supplemental indenture is authorized or permitted by this Indenture. The Trustee
may, but shall not be obligated to, enter into any such supplemental indenture
which affects the Trustee's own rights, duties or immunities under this
Indenture or otherwise.

            SECTION 904 Effect of Supplemental Indentures.

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

            SECTION 905 Conformity with Trust Indenture Act.

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

            SECTION 906 Reference in Securities to Supplemental Indentures.


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

            SECTION 907 Effect on Senior Indebtedness.

            No supplemental indenture shall adversely affect the rights of any
holder of Senior Indebtedness under Article Seventeen without the consent of
such holder.

                                   ARTICLE TEN

                                    COVENANTS

            SECTION 1001 Payment of Principal, Premium, if any, and Interest.

            The Company covenants and agrees for the benefit of the Holders of
each series of Securities that it will duly and punctually pay the principal of
(and premium, if any) and interest and Additional Amounts, if any, on the
Securities of that series in accordance with the terms of such series of
Securities, any coupons appertaining thereto and this Indenture. Any interest
due on Bearer Securities on or before Maturity, other than Additional Amounts,
if any, payable as provided in Section 1004 in respect of principal of (or
premium, if any, on) such a Security, shall be payable only upon presentation
and surrender of the several coupons for such interest installments as are
evidenced thereby as they severally mature. Unless otherwise specified with
respect to Securities of any series pursuant to Section 301, at the option of
the Company, all payments of principal may be paid by check to the registered
Holder of the Registered Security or other person entitled thereto against
surrender of such Security or wire transfer to an account in the United States
maintained by the Payee.

            SECTION 1002 Maintenance of Office or Agency.

            If Securities of a series are issuable only as Registered
Securities, the Company shall maintain in each Place of Payment for any series
of Securities an office or agency where Securities of that series may be
presented or surrendered for payment, where Securities of that series may be
surrendered for registration of transfer or exchange, where Securities of that
series that are convertible or exchangeable may be surrendered for conversion or
exchange, as applicable, and where notices and demands to or upon the Company in
respect of the Securities of that series and this Indenture may be served. If
Securities of a series are issuable as Bearer Securities, the Company will
maintain (A) in the Borough of Manhattan, The City of New York, an office or
agency where any Registered Securities of that series may be presented or
surrendered for payment, where any Registered Securities of that series may be
surrendered for


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registration of transfer, where Securities of that series may be surrendered for
exchange, where Securities of that series that are convertible or exchangeable
may be surrendered for conversion or exchange, as applicable, and where notices
and demands to or upon the Company in respect of the Securities of that series
and this Indenture may be served and where Bearer Securities of that series and
related coupons may be presented or surrendered for payment in the circumstances
described in the following paragraph (and not otherwise), (B) subject to any
laws or regulations applicable thereto, in a Place of Payment for that series
which is located outside the United States, an office or agency where Securities
of that series and related coupons may be presented and surrendered for payment;
provided, however, that if the Securities of that series are listed on the
Luxembourg Stock Exchange or any other stock exchange located outside the United
States and such stock exchange shall so require, the Company will maintain a
Paying Agent for the Securities of that series in Luxembourg or any other
required city located outside the United States, as the case may be, so long as
the Securities of that series are listed on such exchange, and (C) subject to
any laws or regulations applicable thereto, in a Place of Payment for that
series located outside the United States an office or agency where any
Registered Securities of that series may be surrendered for registration of
transfer, where Securities of that series may be surrendered for exchange, where
Securities of that series that are convertible or exchangeable may be
surrendered for conversion or exchange, as applicable, and where notices and
demands to or upon the Company in respect of the Securities of that series and
this Indenture may be served. The Company will give prompt written notice to the
Trustee of the location, and any change in the location, of each 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, except that Bearer Securities of that
series and the related coupons may be presented and surrendered for payment at
the offices specified in the Security, in London, England, and the Company
hereby appoints the same as its agent to receive such respective presentations,
surrenders, notices and demands, and the Company hereby appoints the Trustee its
agent to receive all such presentations, surrenders, notices and demands.

            Unless otherwise specified with respect to any Securities pursuant
to Section 301, no payment of principal, premium or interest on Bearer
Securities shall be made at any office or agency of the Company in the United
States or by check mailed to any address in the United States or by transfer to
an account maintained with a bank located in the United States; provided,
however, that, if the Securities of a series are payable in Dollars, payment of
principal of (and premium, if any) and interest, if any, on any Bearer Security
shall be made at the office of the Company's Paying Agent in the Borough of
Manhattan, The City of New York, if (but only if) payment in Dollars of the full
amount of such principal, premium or interest, as the case may be, at all
offices or agencies outside the United States maintained for such purpose by the
Company in accordance with this Indenture, is illegal or effectively precluded
by exchange controls or other similar restrictions.

            The Company may from time to time designate one or more other
offices or agencies where the Securities of one or more series may be presented
or surrendered


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for any or all of such purposes, and may from time to time rescind such
designations; provided, however, that no such designation or rescission shall in
any manner relieve the Company of its obligation to maintain an office or agency
in accordance with the requirements set forth above for Securities of any series
for such purposes. The Company will 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. Unless otherwise specified with respect to any
Securities pursuant to Section 301 with respect to a series of Securities, the
Company hereby designates as a Place of Payment for each series of Securities
the office or agency of the Company in the Borough of Manhattan, The City of New
York, and initially appoints the Trustee at its Corporate Trust Office as Paying
Agent in such city and as its agent to receive all such presentations,
surrenders, notices and demands.

            Unless otherwise specified with respect to any Securities pursuant
to Section 301, if and so long as the Securities of any series (i) are
denominated in a currency other than Dollars or (ii) may be payable in a
currency other than Dollars, or so long as it is required under any other
provision of the Indenture, then the Company will maintain with respect to each
such series of Securities, or as so required, at least one Exchange Rate Agent.

            SECTION 1003 Money for Securities Payments to be Held in Trust.

            If the Company or any Subsidiary or any Affiliate of any of them
shall at any time act as Paying Agent with respect to any series of any
Securities and any related coupons, it will, on or before each due date of the
principal of (or premium, if any) or interest, if any, on any of the Securities
of that series, segregate and hold in trust for the benefit of the Persons
entitled thereto a sum in the Currency in which the Securities of such series
are payable (except as otherwise specified pursuant to Section 301 for the
Securities of such series and except, if applicable, as provided in Sections
312(b), 312(d) and 312(e)) sufficient to pay the principal of (and premium, if
any) and interest, if any, on Securities of such series so becoming due until
such sums shall be paid to such Persons or otherwise disposed of as herein
provided, and will promptly notify the Trustee of its action or failure so to
act.

            Whenever the Company shall have one or more Paying Agents for any
series of Securities and any related coupons, it will, on or before each due
date of the principal of (or premium, if any) or interest, if any, on any
Securities of that series, deposit with a Paying Agent a sum (in the Currency
described in the preceding paragraph) sufficient to pay the principal (or
premium, if any) or interest, if any, so becoming due, such sum to be held in
trust for the benefit of the Persons entitled to such principal, premium or
interest and (unless such Paying Agent is the Trustee) the Company will promptly
notify the Trustee of its action or failure so to act.

            The Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or
by Company Order direct any Paying Agent to pay, to the Trustee all sums held in
trust by the Company or such Paying Agent, such sums to be held by the Trustee
upon the same


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trusts as those upon which such sums were held by the Company or such Paying
Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying
Agent shall be released from all further liability with respect to such sums.

            Except as otherwise provided in the Securities of any series, any
money deposited with the Trustee or any Paying Agent, or then held by the
Company or the Subsidiary Guarantors, in trust for the payment of the principal
of (or premium, if any) or interest, if any, on any Security of any series and
remaining unclaimed for two years after such principal, premium or interest has
become due and payable shall be paid to the Company upon Company Request or (if
then held by the Company or the Subsidiary Guarantors) shall be discharged from
such trust; and the Holder of such Security shall thereafter, as an unsecured
general creditor, look only to the Company and, if applicable, the Subsidiary
Guarantors for payment of such principal, premium or interest on any Security,
without interest thereon, and all liability of the Trustee or such Paying Agent
with respect to such trust money, and all liability of the Company or the
Subsidiary Guarantors 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 an Authorized Newspaper in each Place of Payment for such series, or
mailed to each Holder of Registered Securities of such series, 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 publication, any unclaimed
balance of such money then remaining will be repaid to the Company.

            SECTION 1004 Corporate Existence.

            Subject to Article Eight, the Company and, so long as any Securities
in respect of which Subsidiary Guarantees have been issued are Outstanding, the
Subsidiary Guarantors shall do or cause to be done all things necessary to
preserve and keep in full force and effect its corporate existence and material
rights and franchises (charter and statutory); provided, however, that neither
the Company nor any of the Subsidiary Guarantors shall be required to preserve
any such right or franchise if it shall determine that the preservation thereof
is no longer necessary or desirable in the conduct of the business of the
Company; and provided further, however, that the foregoing shall not prohibit a
sale, transfer or conveyance of a Subsidiary or any of its assets in compliance
with the terms of the Indenture.

            SECTION 1005 Additional Amounts.

            If any Securities of a series provide for the payment of Additional
Amounts, the Company will pay to the Holder of a Security of such series or any
coupon appertaining thereto Additional Amounts as may be specified as
contemplated by Section 301. Whenever in this Indenture there is mentioned, in
any context, the payment of the principal of (or premium, if any) or interest,
if any, on any Security of any series or payment of any related coupon or the
net proceeds received on the sale or exchange of any Security of any series,
such mention shall be deemed to include mention of the payment of Additional
Amounts provided by the terms of such series established pursuant to Section 301
to the extent that, in such context, Additional Amounts are, were


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or would be payable in respect thereof pursuant to such terms and express
mention of the payment of Additional Amounts (if applicable) in any provisions
hereof shall not be construed as excluding Additional Amounts in those
provisions hereof where such express mention is not made.

            Except as otherwise specified as contemplated by Section 301, if the
Securities of a series provide for the payment of Additional Amounts, at least
10 days prior to the first Interest Payment Date with respect to that series of
Securities (or if the Securities of that series will not bear interest prior to
Maturity, the first day on which a payment of principal and any premium is
made), and at least 10 days prior to each date of payment of principal, premium
or interest if there has been any change with respect to the matters set forth
in the below-mentioned Officers' Certificate, the Company will furnish the
Trustee and the Company's principal Paying Agent or Paying Agents, if other than
the Trustee, with an Officers' Certificate instructing the Trustee and such
Paying Agent or Paying Agents whether such payment of principal, premium or
interest on the Securities of that series shall be made to Holders of Securities
of that series or any related coupons who are not United States persons without
withholding for or on account of any tax, assessment or other governmental
charge described in the Securities of the series. If any such withholding shall
be required, then such Officers' Certificate shall specify by country the
amount, if any, required to be withheld on such payments to such Holders of
Securities of that series or related coupons and the Company will pay to the
Trustee or such Paying Agent the Additional Amounts required by the terms of
such Securities. In the event that the Trustee or any Paying Agent, as the case
may be, shall not so receive the above-mentioned certificate, then the Trustee
or such Paying Agent shall be entitled (i) to assume that no such withholding or
deduction is required with respect to any payment of principal or interest with
respect to any Securities of a series or related coupons until it shall have
received a certificate advising otherwise and (ii) to make all payments of
principal and interest with respect to the Securities of a series or related
coupons without withholding or deductions until otherwise advised. The Company
covenants to indemnify the Trustee and any Paying Agent for, and to hold them
harmless against, any loss, liability or expense reasonably incurred without
negligence or bad faith on their part arising out of or in connection with
actions taken or omitted by any of them in reliance on any Officers' Certificate
furnished pursuant to this Section or in reliance on the Company's not
furnishing such an Officers' Certificate.

            SECTION 1006 Statement as to Compliance.

            The Company and, if applicable, each of the Subsidiary Guarantors
will deliver to the Trustee, within 120 days after the end of each fiscal year,
a brief certificate from the principal executive officer, principal financial
officer or principal accounting officer as to his or her knowledge of the
Company's or such Subsidiary Guarantor's, as the case may be, compliance with
all conditions and covenants under this Indenture and, if the Company or such
Subsidiary Guarantor, as the case may be, is in default, specifying all such
defaults and the nature and status thereof of which he or she may have
knowledge. For purposes of this Section 1006, such compliance shall be
determined without regard to any period of grace or requirement of notice under
this Indenture.


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            SECTION 1007 Waiver of Certain Covenants.

            With respect to the Securities of any series, the Company and the
Subsidiary Guarantors may omit in any particular instance to comply with any
term, provision or condition specified pursuant to Section 301 as being subject
to this Section 1007, if before or after the time for such compliance the
Holders of at least a majority in principal amount of all Outstanding Securities
of any series, by Act of such Holders, waive such compliance in such instance or
generally waive compliance with such term, provision or condition, but no such
waiver shall extend to or affect such term, provision or condition except to the
extent so expressly waived, and, until such waiver shall become effective, the
obligations of the Company and the Subsidiary Guarantors and the duties of the
Trustee in respect of any such term, provision or condition shall remain in full
force and effect.

                                 ARTICLE ELEVEN

                            REDEMPTION OF SECURITIES

            SECTION 1101 Applicability of Article.

            Securities of any series which are redeemable before their Stated
Maturity shall be redeemable in accordance with their terms and (except as
otherwise specified as contemplated by Section 301 for Securities of any series)
in accordance with this Article.

            SECTION 1102 Election to Redeem; Notice to Trustee.

            The election of the Company to redeem any Securities shall be
evidenced by or pursuant to a Board Resolution. In case of any redemption at the
election of the Company of less than all of the Securities of any series, the
Company shall, at least 60 days prior to the Redemption Date fixed by the
Company (unless a shorter notice shall be satisfactory to the Trustee), notify
the Trustee in writing of such Redemption Date and of the principal amount of
Securities of such series to be redeemed. In the case of any redemption of
Securities prior to the expiration of any restriction on such redemption
provided in the terms of such Securities or elsewhere in this Indenture, the
Company shall furnish the Trustee with an Officers' Certificate evidencing
compliance with such restriction.

            SECTION 1103 Selection by Trustee of Securities to be Redeemed.

            If less than all the Securities of any series issued on the same day
with the same terms are to be redeemed, the particular Securities to be redeemed
shall be selected not more than 60 days prior to the Redemption Date by the
Trustee, from the Outstanding Securities of such series issued on such date with
the same terms not previously called for redemption, by such method as the
Trustee shall deem fair and appropriate and which may provide for the selection
for redemption of portions (equal to the minimum authorized denomination for
Securities of that series or any integral multiple thereof) of the principal
amount of Securities of such series of a denomination larger than the minimum
authorized denomination for Securities of that series.


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            The Trustee shall promptly notify the Company and the Security
Registrar (if other than itself) in writing of the Securities selected for
redemption and, in the case of any Securities selected for partial redemption,
the principal amount thereof to be redeemed.

            For all purposes of this Indenture, unless the context otherwise
requires, all provisions relating to the redemption of Securities shall relate,
in the case of any Security redeemed or to be redeemed only in part, to the
portion of the principal amount of such Security which has been or is to be
redeemed.

            SECTION 1104 Notice of Redemption.

            Notice of redemption shall be given in the manner provided in
Section 106, not less than 30 days nor more than 60 days prior to the Redemption
Date, unless a shorter period is specified by the terms of such series
established pursuant to Section 301, to each Holder of Securities to be
redeemed, but failure to give such notice in the manner herein provided to the
Holder of any Security designated for redemption as a whole or in part, or any
defect in the notice to any such Holder, shall not affect the validity of the
proceedings for the redemption of any other such Security or portion thereof.

            Any notice that is mailed to the Holders of Registered Securities in
the manner herein provided shall be conclusively presumed to have been duly
given, whether or not the Holder receives the notice.

            All notices of redemption shall state:

            (1) the Redemption Date,

            (2) the Redemption Price and accrued interest, if any, to the
      Redemption Date payable as provided in Section 1106,

            (3) if less than all Outstanding Securities of any series are to be
      redeemed, the identification (and, in the case of partial redemption, the
      principal amount) of the particular Security or Securities to be redeemed,

            (4) in case any Security is to be redeemed in part only, the notice
      which relates to such Security shall state that on and after the
      Redemption Date, upon surrender of such Security, the Holder will receive,
      without a charge, a new Security or Securities of authorized denominations
      for the principal amount thereof remaining unredeemed,

            (5) that on the Redemption Date, the Redemption Price and accrued
      interest, if any, to the Redemption Date payable as provided in Section
      1106 will become due and payable upon each such Security, or the portion
      thereof, to be redeemed and, if applicable, that interest thereon shall
      cease to accrue on and after said date,


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            (6) the Place or Places of Payment where such Securities, together
      in the case of Bearer Securities with all coupons appertaining thereto, if
      any, maturing after the Redemption Date, are to be surrendered for payment
      of the Redemption Price and accrued interest, if any,

            (7) that the redemption is for a sinking fund, if such is the case,

            (8) that, unless otherwise specified in such notice, Bearer
      Securities of any series, if any, surrendered for redemption must be
      accompanied by all coupons maturing subsequent to the date fixed for
      redemption or the amount of any such missing coupon or coupons will be
      deducted from the Redemption Price, unless security or indemnity
      satisfactory to the Company, the Trustee for such series and any Paying
      Agent is furnished,

            (9) if Bearer Securities of any series are to be redeemed and any
      Registered Securities of such series are not to be redeemed, and if such
      Bearer Securities may be exchanged for Registered Securities not subject
      to redemption on this Redemption Date pursuant to Section 305 or
      otherwise, the last date, as determined by the Company, on which such
      exchanges may be made, and

            (10) the CUSIP number of such Security, if any.

            Notice of redemption of Securities to be redeemed shall be given by
the Company or, at the Company's request, by the Trustee in the name and at the
expense of the Company.

            SECTION 1105 Deposit of Redemption Price.

            On or prior to any Redemption Date, the Company shall deposit with
the Trustee or with a Paying Agent (or, if the Company is acting as its own
Paying Agent, which it may not do in the case of a sinking fund payment under
Article Twelve, segregate and hold in trust as provided in Section 1003) an
amount of money in the Currency in which the Securities of such series are
payable (except as otherwise specified pursuant to Section 301 for the
Securities of such series and except, if applicable, as provided in Sections
312(b), 312(d) and 312(e)) sufficient to pay on the Redemption Date the
Redemption Price of, and (unless otherwise specified pursuant to Section 301)
accrued interest on, all the Securities or portions thereof which are to be
redeemed on that date.

            SECTION 1106 Securities Payable on Redemption Date.

            Notice of redemption having been given as aforesaid, the Securities
of any series so to be redeemed shall, on the Redemption Date, become due and
payable at the Redemption Price therein specified in the Currency in which the
Securities of such series are payable (except as otherwise specified pursuant to
Section 301 for the Securities of such series and except, if applicable, as
provided in Sections 312(b), 312(d) and 312(e)) (together with accrued interest,
if any, to the Redemption Date), and from and after such date (unless the
Company shall default in the payment of the Redemption Price and


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accrued interest, if any) such Securities shall if the same were
interest-bearing cease to bear interest and the coupons for such interest
appertaining to any Bearer Securities so to be redeemed, except to the extent
provided below, shall be void. Upon surrender of any such Security for
redemption in accordance with said notice, together with all coupons, if any,
appertaining thereto maturing after the Redemption Date, such Security shall be
paid by the Company at the Redemption Price, together with accrued interest, if
any, to the Redemption Date; provided, however, that installments of interest on
Bearer Securities whose Stated Maturity is on or prior to the Redemption Date
shall be payable only at an office or agency located outside the United States
(except as otherwise provided in Section 1002) and, unless otherwise specified
as contemplated by Section 301, only upon presentation and surrender of coupons
for such interest; and provided further that installments of interest on
Registered Securities whose Stated Maturity is prior to (or, if specified
pursuant to Section 301, on) the Redemption Date shall be payable to the Holders
of such Securities, or one or more Predecessor Securities, registered as such at
the close of business on the relevant Record Dates according to their terms and
the provisions of Section 307.

            If any Bearer Security surrendered for redemption shall not be
accompanied by all appurtenant coupons maturing after the Redemption Date, such
Security may be paid after deducting from the Redemption Price an amount equal
to the face amount of all such missing coupons, or the surrender of such missing
coupon or coupons may be waived by the Company and the Trustee if there be
furnished to them such security or indemnity as they may require to save each of
them and any Paying Agent harmless. If thereafter the Holder of such Security
shall surrender to the Trustee or any Paying Agent any such missing coupon in
respect of which a deduction shall have been made from the Redemption Price,
such Holder shall be entitled to receive the amount so deducted; provided,
however, that interest represented by coupons shall be payable only at an office
or agency located outside the United States (except as otherwise provided in
Section 1002) and, unless otherwise specified as contemplated by Section 301,
only upon presentation and surrender of those coupons.

            If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the Redemption Price shall, until paid, bear
interest from the Redemption Date at the rate of interest set forth in such
Security or, in the case of an Original Issue Discount Security, at the Yield to
Maturity of such Security.

            SECTION 1107 Securities Redeemed in Part.

            Any Registered Security which is to be redeemed only in part
(pursuant to the provisions of this Article or of Article Twelve) shall be
surrendered at a Place of Payment therefor (with, if the Company or the Trustee
so requires, due endorsement by, or a written instrument of transfer in form
satisfactory to the Company and the Trustee duly executed by, the Holder thereof
or his attorney duly authorized in writing) and the Company shall execute and
the Trustee shall authenticate and deliver to the Holder of such Security
without service charge a new Security or Securities of the same series, of any
authorized denomination as requested by such Holder in aggregate principal
amount equal to and in exchange for the unredeemed portion of the principal of
the Security so


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surrendered. However, if less than all the Securities of any series with
differing issue dates, interest rates and stated maturities are to be redeemed,
the Company in its sole discretion shall select the particular Securities to be
redeemed and shall notify the Trustee in writing thereof at least 45 days prior
to the relevant redemption date.

                                 ARTICLE TWELVE

                                  SINKING FUNDS

            SECTION 1201 Applicability of Article.

            The provisions of this Article shall be applicable to any sinking
fund for the retirement of Securities of a series except as otherwise specified
as contemplated by Section 301 for Securities of such series.

            The minimum amount of any sinking fund payment provided for by the
terms of Securities of any series is herein referred to as a "mandatory sinking
fund payment", and any payment in excess of such minimum amount provided for by
the terms of such Securities of any series is herein referred to as an "optional
sinking fund payment". If provided for by the terms of any Securities of any
series, the cash amount of any mandatory sinking fund payment may be subject to
reduction as provided in Section 1202. Each sinking fund payment shall be
applied to the redemption of Securities of any series as provided for by the
terms of Securities of such series.

            SECTION 1202 Satisfaction of Sinking Fund Payments with Securities.

            Except as otherwise specifically contemplated by Section 301 for
Securities of such series, the Company may, in satisfaction of all or any part
of any mandatory sinking fund payment with respect to the Securities of a
series, (1) deliver Outstanding Securities of such series (other than any
previously called for redemption) together in the case of any Bearer Securities
of such series with all unmatured coupons appertaining thereto and (2) apply as
a credit Securities of such series which have been redeemed either at the
election of the Company pursuant to the terms of such Securities or through the
application of permitted optional sinking fund payments pursuant to the terms of
such Securities, as provided for by the terms of such Securities; provided that
such Securities so delivered or applied as a credit have not been previously so
credited. Such Securities shall be received and credited for such purpose by the
Trustee at the applicable Redemption Price specified in such Securities for
redemption through operation of the sinking fund and the amount of such
mandatory sinking fund payment shall be reduced accordingly.

            SECTION 1203 Redemption of Securities for Sinking Fund.

            Not less than 60 days prior to each sinking fund payment date for
Securities of any series, the Company will deliver to the Trustee an Officers'
Certificate specifying the amount of the next ensuing mandatory sinking fund
payment for that series pursuant to the terms of that series, the portion
thereof, if any, which is to be satisfied by payment of cash in the Currency in
which the Securities of such series are payable


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(except as otherwise specified pursuant to Section 301 for the Securities of
such series and except, if applicable, as provided in Sections 312(b), 312(d)
and 312(e)) and the portion thereof, if any, which is to be satisfied by
delivering and crediting Securities of that series pursuant to Section 1202, and
the optional amount, if any, to be added in cash to the next ensuing mandatory
sinking fund payment, and will also deliver to the Trustee any Securities to be
so delivered and credited. If such Officers' Certificate shall specify an
optional amount to be added in cash to the next ensuing mandatory sinking fund
payment, the Company shall thereupon be obligated to pay the amount therein
specified. Not less than 30 days before each such sinking fund payment date the
Trustee shall select the Securities to be redeemed upon such sinking fund
payment date in the manner specified in Section 1103 and cause notice of the
redemption thereof to be given in the name of and at the expense of the Company
in the manner provided in Section 1104. Such notice having been duly given, the
redemption of such Securities shall be made upon the terms and in the manner
stated in Sections 1106 and 1107.

                                ARTICLE THIRTEEN

                       REPAYMENT AT THE OPTION OF HOLDERS

            SECTION 1301 Applicability of Article.

            Repayment of Securities of any series before their Stated Maturity
at the option of Holders thereof shall be made in accordance with the terms of
such Securities and (except as otherwise specified by the terms of such series
established pursuant to Section 301) in accordance with this Article.

            SECTION 1302 Repayment of Securities.

            Securities of any series subject to repayment in whole or in part at
the option of the Holders thereof will, unless otherwise provided in the terms
of such Securities, be repaid at the Repayment Price thereof, together with
interest, if any, thereon accrued to the Repayment Date specified in or pursuant
to the terms of such Securities. The Company covenants that on or before the
Repayment Date it will deposit with the Trustee or with a Paying Agent (or, if
the Company or any Subsidiary or any Affiliate of any of them is acting as
Paying Agent, segregate and hold in trust as provided in Section 1003) an amount
of money in the Currency in which the Securities of such series are payable
(except as otherwise specified pursuant to Section 301 for the Securities of
such series and except, if applicable, as provided in Sections 312(b), 312(d)
and 312(e)) sufficient to pay the Repayment Price of, and (unless otherwise
specified pursuant to Section 301) accrued interest on, all the Securities or
portions thereof, as the case may be, to be repaid on such date.

            SECTION 1303 Exercise of Option.

            Securities of any series subject to repayment at the option of the
Holders thereof will contain an "Option to Elect Repayment" form on the reverse
of such Securities. To be repaid at the option of the Holder, any Security so
providing for such


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repayment, with the "Option to Elect Repayment" form on the reverse of such
Security duly completed by the Holder (or by the Holder's attorney duly
authorized in writing), must be received by the Company at the Place of Payment
therefor specified in the terms of such Security (or at such other place or
places of which the Company shall from time to time notify the Holders of such
Securities) not earlier than 45 days nor later than 30 days prior to the
Repayment Date. If less than the entire Repayment Price of such Security is to
be repaid in accordance with the terms of such Security, the portion of the
Repayment Price of such Security to be repaid, in increments of the minimum
denomination for Securities of such series, and the denomination or
denominations of the Security or Securities to be issued to the Holder for the
portion of such Security surrendered that is not to be repaid, must be
specified. Any Security providing for repayment at the option of the Holder
thereof may not be repaid in part if, following such repayment, the unpaid
principal amount of such Security would be less than the minimum authorized
denomination of Securities of the series of which such Security to be repaid is
a part. Except as otherwise may be provided by the terms of any Security
providing for repayment at the option of the Holder thereof, exercise of the
repayment option by the Holder shall be irrevocable unless waived by the
Company.

            SECTION 1304 When Securities Presented for Repayment Become Due and
Payable.

            If Securities of any series providing for repayment at the option of
the Holders thereof shall have been surrendered as provided in this Article and
as provided by or pursuant to the terms of such Securities, such Securities or
the portions thereof, as the case may be, to be repaid shall become due and
payable and shall be paid by the Company on the Repayment Date therein
specified, and on and after such Repayment Date (unless the Company and, if
applicable, the Subsidiary Guarantors shall default in the payment of such
Securities on such Repayment Date) such Securities shall, if the same were
interest-bearing, cease to bear interest and the coupons for such interest
appertaining to any Bearer Securities so to be repaid, except to the extent
provided below, shall be void. Upon surrender of any such Security for repayment
in accordance with such provisions, together with all coupons, if any,
appertaining thereto maturing after the Repayment Date, the Repayment Price of
such Security so to be repaid shall be paid by the Company, together with
accrued interest, if any, to the Repayment Date; provided, however, that coupons
whose Stated Maturity is on or prior to the Repayment Date shall be payable only
at an office or agency located outside the United States (except as otherwise
provided in Section 1002) and, unless otherwise specified pursuant to Section
301, only upon presentation and surrender of such coupons; and provided further
that installments of interest on Registered Securities, whose Stated Maturity is
prior to (or, if specified pursuant to Section 301, on) the Repayment Date shall
be payable (but without interest thereon, unless the Company shall default in
the payment thereof) to the Holders of such Securities, or one or more
Predecessor Securities, registered as such at the close of business on the
relevant Record Dates according to their terms and the provisions of Section
307.

            If any Bearer Security surrendered for repayment shall not be
accompanied by all appurtenant coupons maturing after the Repayment Date, such


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Security may be paid after deducting from the amount payable therefor as
provided in Section 1302 an amount equal to the face amount of all such missing
coupons, or the surrender of such missing coupon or coupons may be waived by the
Company and, if applicable, the Subsidiary Guarantors and the Trustee if there
be furnished to them such security or indemnity as they may require to save each
of them and any Paying Agent harmless. If thereafter the Holder of such Security
shall surrender to the Trustee or any Paying Agent any such missing coupon in
respect of which a deduction shall have been made as provided in the preceding
sentence, such Holder shall be entitled to receive the amount so deducted;
provided, however, that interest represented by coupons shall be payable only at
an office or agency located outside the United States (except as otherwise
provided in Section 1002) and, unless otherwise specified as contemplated by
Section 301, only upon presentation and surrender of those coupons.

            If any Security surrendered for repayment shall not be so repaid
upon surrender thereof, the Repayment Price shall, until paid, bear interest
from the Repayment Date at the rate of interest set forth in such Security or,
in the case of an Original Issue Discount Security, at the Yield to Maturity of
such Security.

            SECTION 1305 Securities Repaid in Part.

            Upon surrender of any Registered Security which is to be repaid in
part only, the Company shall execute and the Trustee shall authenticate and
deliver to the Holder of such Security, without service charge and at the
expense of the Company, a new Registered Security or Securities of the same
series, of any authorized denomination specified by the Holder, in an aggregate
principal amount equal to and in exchange for the portion of the principal of
such Security so surrendered which is not to be repaid.

                                ARTICLE FOURTEEN

                       DEFEASANCE AND COVENANT DEFEASANCE

            SECTION 1401 Applicability of Article; Company's Option to Effect
Defeasance or Covenant Defeasance.

            If pursuant to Section 301 provision is made for either or both of
(a) defeasance of the Securities of or within a series under Section 1402 or (b)
covenant defeasance of the Securities of or within a series under Section 1403,
then the provisions of such Section or Sections, as the case may be, together
with the other provisions of this Article (with such modifications thereto as
may be specified pursuant to Section 301 with respect to any Securities), shall
be applicable to such Securities and any coupons appertaining thereto, and the
Company may at its option by Board Resolution, at any time, with respect to such
Securities and any coupons appertaining thereto, elect to have Section 1402 (if
applicable) or Section 1403 (if applicable) be applied to such Outstanding
Securities and any coupons appertaining thereto upon compliance with the
conditions set forth below in this Article.


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            SECTION 1402 Defeasance and Discharge.

            Upon the Company's exercise of the above option applicable to this
Section with respect to any Securities of or within a series, the Company and,
if applicable, the Subsidiary Guarantors shall each be deemed to have been
discharged from its obligations with respect to such Outstanding Securities and
any coupons appertaining thereto on the date the conditions set forth in Section
1404 are satisfied (hereinafter, "defeasance"). For this purpose, such
defeasance means that the Company shall be deemed to have paid and discharged
the entire indebtedness represented by such Outstanding Securities and any
coupons appertaining thereto, which shall thereafter be deemed to be
"Outstanding" only for the purposes of Section 1405 and the other Sections of
this Indenture referred to in clauses (A) and (B) of this Section, and to have
satisfied all its other obligations under such Securities and any coupons
appertaining thereto and this Indenture insofar as such Securities and any
coupons appertaining thereto are concerned (and the Trustee, at the expense of
the Company, shall execute proper instruments acknowledging the same), except
for the following which shall survive until otherwise terminated or discharged
hereunder: (A) the rights of Holders of such Outstanding Securities and any
coupons appertaining thereto to receive, solely from the trust fund described in
Section 1404 and as more fully set forth in such Section, payments in respect of
the principal of (and premium, if any) and interest, if any, on such Securities
and any coupons appertaining thereto when such payments are due, (B) the
obligations of the Company and, to the extent applicable, the Subsidiary
Guarantors with respect to such Securities under Sections 305, 306, 1002 and
1003 and with respect to the payment of Additional Amounts, if any, on such
Securities as contemplated by Section 1004 with respect to the rights, if any,
of the holders of such Securities to require the Company and, to the extent
applicable, the Subsidiary Guarantors to repay such Securities as contemplated
by Article Thirteen and with respect to the rights, if any, of holders to
convert or exchange such Securities into other Securities, (C) the rights,
powers, trusts, duties and immunities of the Trustee hereunder and (D) this
Article. Subject to compliance with this Article Fourteen, the Company may
exercise its option under this Section notwithstanding the prior exercise of its
option under Section 1403 with respect to such Securities and any coupons
appertaining thereto. Money and securities held in trust pursuant to this
Section 1402 shall not be subject to Article Seventeen.

            SECTION 1403 Covenant Defeasance.

            Upon the Company's exercise of the above option applicable to this
Section with respect to any Securities of or within a series, the Company and,
if applicable, the Subsidiary Guarantors shall each be released from its
obligations under Section 1005 if specified pursuant to Section 301, its
obligations under any other covenant, with respect to such Outstanding
Securities and any coupons appertaining thereto on and after the date the
conditions set forth in Section 1404 are satisfied (hereinafter, "covenant
defeasance"), and such Securities and any coupons appertaining thereto shall
thereafter be deemed to be not "Outstanding" for the purposes of any direction,
waiver, consent or declaration or Act of Holders (and the consequences of any
thereof) in connection with [any restrictive covenants that may be inserted], or
such other covenant, but shall continue to be deemed "Outstanding" for all other
purposes


                                       85
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hereunder. For this purpose, such covenant defeasance means that, with respect
to such Outstanding Securities and any coupons appertaining thereto, the Company
and the Subsidiary Guarantors may omit to comply with and shall have no
liability in respect of any term, condition or limitation set forth in any such
Section or such other covenant, whether directly or indirectly, by reason of any
reference elsewhere herein to any such Section or such other covenant or by
reason of reference in any such Section or such other 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 501(4) or 501(7) or
otherwise except as specified in accordance with Section 301, as the case may
be, but, except as specified above, the remainder of this Indenture and such
Securities and any coupons appertaining thereto shall be unaffected thereby.

            SECTION 1404 Conditions to Defeasance or Covenant Defeasance.

            The following shall be the conditions to application of Section 1402
or Section 1403 to any Outstanding Securities of or within a series and any
coupons appertaining thereto:

            (a) The Company shall irrevocably have deposited or caused to be
deposited with the Trustee (or another trustee satisfying the requirements of
Section 607 who shall agree to comply with the provisions of this Article
Fourteen applicable to it) as trust funds in trust for the purpose of making the
following payments, specifically pledged as security for, and dedicated solely
to, the benefit of the Holders of such Securities and any coupons appertaining
thereto, (1) an amount (in such Currency in which such Securities and any
coupons appertaining thereto are then specified as payable at Stated Maturity),
or (2) Government Obligations applicable to such Securities and coupons
appertaining thereto (determined on the basis of the Currency in which such
Securities and coupons appertaining thereto are then specified as payable at
Stated Maturity) which through the scheduled payment of principal and interest
in respect thereof in accordance with their terms will provide, not later than
one day before the due date of any payment of principal of (and premium, if any)
and interest, if any, on such Securities and any coupons appertaining thereto,
money in an amount, or (3) a combination thereof in an amount, sufficient, in
the opinion of a nationally recognized firm of independent public accountants or
nationally recognized independent investment banking firm expressed in a written
certification thereof delivered to the Trustee, to pay and discharge, and which
shall be applied by the Trustee (or other qualifying trustee) to pay and
discharge, (i) the principal of (and premium, if any) and interest, if any, on
such Outstanding Securities and any coupons appertaining thereto on the Stated
Maturity of such principal or installment of principal or interest and (ii) any
mandatory sinking fund payments or analogous payments applicable to such
Outstanding Securities and any coupons appertaining thereto on the day on which
such payments are due and payable in accordance with the terms of this Indenture
and of such Securities and any coupons appertaining thereto.

            (b) Such defeasance or covenant defeasance shall not result in a
breach or violation of, or constitute a default under, this Indenture or any
other material agreement or instrument to which the Company is a party or by
which it is bound.


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            (c) No Default or Event of Default with respect to such Securities
and any coupons appertaining thereto shall have occurred and be continuing on
the date of such deposit or, insofar as Sections 501(5) and 501(6) are
concerned, at any time during the period ending on the 91st day after the date
of such deposit (it being understood that this condition shall not be deemed
satisfied until the expiration of such period).

            (d) In the case of an election under Section 1402, the Company shall
have delivered to the Trustee an Opinion of Counsel stating that (i) the Company
has received from, or there has been published by, the Internal Revenue Service
a ruling, or (ii) since the date of execution of this Indenture, there has been
a change in the applicable Federal income tax law, in either case to the effect
that, and based thereon such opinion shall confirm that, the Holders of such
Outstanding Securities and any coupons appertaining thereto will not recognize
income, gain or loss for Federal income tax purposes as a result of such
defeasance and will be subject to Federal income tax on the same amounts, in the
same manner and at the same times as would have been the case if such defeasance
had not occurred.

            (e) In the case of an election under Section 1403, the Company shall
have delivered to the Trustee an Opinion of Counsel to the effect that the
Holders of such Outstanding Securities and any coupons appertaining thereto will
not recognize income, gain or loss for Federal income tax purposes as a result
of such covenant defeasance and will be subject to Federal income tax on the
same amounts, in the same manner and at the same times as would have been the
case if such covenant defeasance had not occurred.

            (f) The Company shall have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent to the defeasance under Section 1402 or the covenant defeasance under
Section 1403 (as the case may be) have been complied with and an Opinion of
Counsel to the effect that either (i) as a result of a deposit pursuant to
subsection (a) above and the related exercise of the Company's option under
Section 1402 or Section 1403 (as the case may be), registration is not required
under the Investment Company Act of 1940, as amended, by the Company, with
respect to the trust funds representing such deposit or by the trustee for such
trust funds or (ii) all necessary registrations under said Act have been
effected.

            (g) Notwithstanding any other provisions of this Section, such
defeasance or covenant defeasance shall be effected in compliance with any
additional or substitute terms, conditions or limitations which may be imposed
on the Company in connection therewith pursuant to Section 301.

            SECTION 1405 Deposited Money and Government Obligations to Be Held
in Trust; Other Miscellaneous Provisions.

            Subject to the provisions of the last paragraph of Section 1003, all
money and Government Obligations (or other property as may be provided pursuant
to Section 301) (including the proceeds thereof) deposited with the Trustee (or
other qualifying trustee, collectively for purposes of this Section 1405, the
"Trustee") pursuant to Section 1404 in respect of any Outstanding Securities of
any series and any coupons


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appertaining thereto shall be held in trust and applied by the Trustee, in
accordance with the provisions of such Securities and any coupons appertaining
thereto 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 Holders of such Securities and any coupons
appertaining thereto of all sums due and to become due thereon in respect of
principal (and premium, if any) and interest, if any, but such money need not be
segregated from other funds except to the extent required by law.

            Unless otherwise specified with respect to any Security pursuant to
Section 301, if, after a deposit referred to in Section 1404(a) has been made,
(a) the Holder of a Security in respect of which such deposit was made is
entitled to, and does, elect pursuant to Section 312(b) or the terms of such
Security to receive payment in a Currency other than that in which the deposit
pursuant to Section 1404(a) has been made in respect of such Security, or (b) a
Conversion Event occurs as contemplated in Section 312(d) or 312(e) or by the
terms of any Security in respect of which the deposit pursuant to Section
1404(a) has been made, the indebtedness represented by such Security and any
coupons appertaining thereto shall be deemed to have been, and will be, fully
discharged and satisfied through the payment of the principal of (and premium,
if any) and interest, if any, on such Security as the same becomes due out of
the proceeds yielded by converting (from time to time as specified below in the
case of any such election) the amount or other property deposited in respect of
such Security into the Currency in which such Security becomes payable as a
result of such election or Conversion Event based on the applicable Market
Exchange Rate for such Currency in effect on the second Business Day prior to
each payment date, except, with respect to a Conversion Event, for such Currency
in effect (as nearly as feasible) at the time of the Conversion Event.

            The Company shall pay and indemnify the Trustee against any tax, fee
or other charge imposed on or assessed against the Government Obligations
deposited pursuant to Section 1404 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 such Outstanding Securities and any coupons
appertaining thereto.

            Anything in this Article to the contrary notwithstanding, the
Trustee shall deliver or pay to the Company from time to time upon Company
Request any money or Government Obligations (or other property and any proceeds
therefrom) held by it as provided in Section 1404 which, in the opinion of a
nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, are in excess of the
amount thereof which would then be required to be deposited to effect a
defeasance or covenant defeasance, as applicable, in accordance with this
Article.


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                                ARTICLE FIFTEEN

                        MEETINGS OF HOLDERS OF SECURITIES

            SECTION 1501 Purposes for Which Meetings May Be Called.

            If Securities of a series are issuable as Bearer Securities, a
meeting of Holders of Securities of such series may be called at any time and
from time to time pursuant to this Article to make, give or take any request,
demand, authorization, direction, notice, consent, waiver or other action
provided by this Indenture to be made, given or taken by Holders of Securities
of such series.

            SECTION 1502 Call, Notice and Place of Meetings.

            The Company may at any time call a meeting of Holders of Securities
of any series for any purpose specified in Section 1501, to be held at such time
and at such place in the Borough of Manhattan, The City of New York or in London
as the Company shall determine. Notice of every meeting of Holders of Securities
of any series, setting forth the time and the place of such meeting and in
general terms the action proposed to be taken at such meeting, shall be given,
in the manner provided in Section 106, not less than 21 nor more than 180 days
prior to the date fixed for the meeting.

            SECTION 1503 Persons Entitled to Vote at Meetings.

            To be entitled to vote at any meeting of Holders of Securities of
any series, a Person shall be (1) a Holder of one or more Outstanding Securities
of such series, or (2) a Person appointed by an instrument in writing as proxy
for a Holder or Holders of one or more Outstanding Securities of such series by
such Holder or Holders. The only Persons who shall be entitled to be present or
to speak at any meeting of Holders of Securities of any series shall be the
Persons entitled to vote at such meeting and their counsel, any representatives
of the Trustee and its counsel and any representatives of the Company and its
counsel.

            SECTION 1504 Quorum; Action.

            The Persons entitled to vote a majority in principal amount of the
Outstanding Securities of a series shall constitute a quorum for a meeting of
Holders of Securities of such series; provided, however, that if any action is
to be taken at such meeting with respect to a consent or waiver which this
Indenture expressly provides may be given by the Holders of not less than a
specified percentage in principal amount of the Outstanding Securities of a
series, the Persons entitled to vote such specified percentage in principal
amount of the Outstanding Securities of such series shall constitute a quorum.
In the absence of a quorum within 30 minutes of the time appointed for any such
meeting, the meeting shall, if convened at the request of Holders of Securities
of such series, be dissolved. In any other case the meeting may be adjourned for
a period of not less than 10 days as determined by the chairman of the meeting
prior to the adjournment of such meeting. In the absence of a quorum at any such
adjourned meeting, such adjourned meeting may be further adjourned for a period
of not less than 10 days as


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determined by the chairman of the meeting prior to the adjournment of such
adjourned meeting. Notice of the reconvening of any adjourned meeting shall be
given as provided in Section 1502(a), except that such notice need be given only
once not less than five days prior to the date on which the meeting is scheduled
to be reconvened. Notice of the reconvening of any adjourned meeting shall state
expressly the percentage, as provided above, of the principal amount of the
Outstanding Securities of such series which shall constitute a quorum.

            Except as limited by the proviso to Section 902, any resolution
presented to a meeting or adjourned meeting duly reconvened at which a quorum is
present as aforesaid may be adopted by the affirmative vote of the Holders of a
majority in principal amount of the Outstanding Securities of that series;
provided, however, that, except as limited by the proviso to Section 902, any
resolution with respect to any request, demand, authorization, direction,
notice, consent, waiver or other action which this Indenture expressly provides
may be made, given or taken by the Holders of a specified percentage, which is
less than a majority, in principal amount of the Outstanding Securities of a
series may be adopted at a meeting or an adjourned meeting duly reconvened and
at which a quorum is present as aforesaid by the affirmative vote of the Holders
of such specified percentage in principal amount of the Outstanding Securities
of that series.

            Any resolution passed or decision taken at any meeting of Holders of
Securities of any series duly held in accordance with this Section shall be
binding on all the Holders of Securities of such series and the related coupons,
whether or not present or represented at the meeting.

            Notwithstanding the foregoing provisions of this Section 1504, if
any action is to be taken at a meeting of Holders of Securities of any series
with respect to any request, demand, authorization, direction, notice, consent,
waiver or other action that this Indenture expressly provides may be made, given
or taken by the Holders of a specified percentage in principal amount of all
Outstanding Securities affected thereby, or of the Holders of such series and
one or more additional series:

            (a) there shall be no minimum quorum requirement for such meeting;
      and

            (b) the principal amount of the Outstanding Securities of such
      series that vote in favor of such request, demand, authorization,
      direction, notice, consent, waiver or other action shall be taken into
      account in determining whether such request, demand, authorization,
      direction, notice, consent, waiver or other action has been made, given or
      taken under this Indenture.

            SECTION 1505 Determination of Voting Rights; Conduct and Adjournment
of Meetings.

            (a) Notwithstanding any provisions of this Indenture, the Company
may make such reasonable regulations as it may deem advisable for any meeting of
Holders of Securities of a series in regard to proof of the holding of
Securities of such


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series and of the appointment of proxies and in regard to the appointment and
duties of inspectors of votes, the submission and examination of proxies,
certificates and other evidence of the right to vote, and such other matters
concerning the conduct of the meeting as it shall deem appropriate. Except as
otherwise permitted or required by any such regulations, the holding of
Securities shall be proved in the manner specified in Section 104 and the
appointment of any proxy shall be proved in the manner specified in Section 104
or by having the signature of the Person executing the proxy witnessed or
guaranteed by any trust company, bank or banker authorized by Section 104 to
certify to the holding of Bearer Securities. Such regulations may provide that
written instruments appointing proxies, regular on their face, may be presumed
valid and genuine without the proof specified in Section 104 or other proof.

            (b) The Company shall, by an instrument in writing appoint a
temporary chairman of the meeting, unless the meeting shall have been called by
Holders of Securities as provided in Section 1502(b), in which case the Holders
of Securities of the series calling the meeting shall in like manner appoint a
temporary chairman. A permanent chairman and a permanent secretary of the
meeting shall be elected by vote of the Persons entitled to vote a majority in
principal amount of the Outstanding Securities of such series represented at the
meeting.

            (c) At any meeting each Holder of a Security of such series or proxy
shall be entitled to one vote for each $1,000 principal amount of the
Outstanding Securities of such series held or represented by him; provided,
however, that no vote shall be cast or counted at any meeting in respect of any
Security challenged as not Outstanding and ruled by the chairman of the meeting
to be not Outstanding. The chairman of the meeting shall have no right to vote,
except as a Holder of a Security of such series or proxy.

            (d) Any meeting of Holders of Securities of any series duly called
pursuant to Section 1502 at which a quorum is present may be adjourned from time
to time by Persons entitled to vote a majority in principal amount of the
Outstanding Securities of such series represented at the meeting, and the
meeting may be held as so adjourned without further notice.

            SECTION 1506 Counting Votes and Recording Action of Meetings.

            The vote upon any resolution submitted to any meeting of Holders of
Securities of any series shall be by written ballots on which shall be
subscribed the signatures of the Holders of Securities of such series or of
their representatives by proxy and the principal amounts and serial numbers of
the Outstanding Securities of such series held or represented by them. The
permanent chairman of the meeting shall appoint two inspectors of votes who
shall count all votes cast at the meeting for or against any resolution and who
shall make and file with the secretary of the meeting their verified written
reports in duplicate of all votes cast at the meeting. A record, at least in
duplicate, of the proceedings of each meeting of Holders of Securities of any
Series shall be prepared by the secretary of the meeting and there shall be
attached to said record the original reports of the inspectors of votes on any
vote by ballot taken thereat and


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affidavits by one or more persons having knowledge of the fact, setting forth a
copy of the notice of the meeting and showing that said notice was given as
provided in Section 1502 and, if applicable, Section 1504. Each copy shall be
signed and verified by the affidavits of the permanent chairman and secretary of
the meeting and one such copy shall be delivered to the Company and another to
the Trustee to be preserved by the Trustee, the former to have attached thereto
the ballots voted at the meeting. Any record so signed and verified shall be
conclusive evidence of the matters therein stated.

                                ARTICLE SIXTEEN

                                   GUARANTEES

            SECTION 1601 Guarantees.

            If Securities of or within a series are specified, as contemplated
by Section 301, to be guaranteed by the Subsidiary Guarantors, then each of the
Subsidiary Guarantors hereby fully and unconditionally guarantees, jointly and
severally, to each Holder of any such Security which is authenticated and
delivered by the Trustee and to each Holder of any coupon appertaining to any
such Security, if any, and to the Trustee on behalf of each such Holder, the due
and punctual payment of the principal of (and premium, if any, on) and interest
(including, in case of default, interest on principal and, to the extent
permitted by applicable law, on overdue interest and including any additional
interest required to be paid according to the terms of any such Security or any
coupon appertaining thereto), if any, on each such Security, and the due and
punctual payment of any sinking fund payment (or analogous obligation), if any,
provided for with respect to any such Security, when and as the same shall
become due and payable, whether at Stated Maturity, upon redemption, upon
acceleration, upon tender for repayment at the option of any Holder or
otherwise, according to the terms thereof and of this Indenture, including,
without limitation, the payment of any Additional Amounts, if any, provided for
with respect to any such Security as described under Section 1005 hereof (the
"Guarantor Obligations"). In case of the failure of the Company or any successor
thereto punctually to pay any such principal, premium, interest or sinking fund
payment, each of the Subsidiary Guarantors hereby agrees to cause any such
payment to be made punctually when and as the same shall become due and payable,
whether at Stated Maturity, upon redemption, upon declaration of acceleration,
upon tender for repayment at the option of any Holder or otherwise, as if such
payment were made by the Company.

            Each of the Subsidiary Guarantors hereby agrees that its Guarantor
Obligations hereunder shall be as if it were principal debtor and not merely
surety and shall be absolute and unconditional, irrespective of the identity of
the Company, the validity, regularity or enforceability of any such Security or
coupon appertaining thereto or this Indenture, the absence of any action to
enforce the same, any waiver or consent by the Holder of any such Security or
coupon appertaining thereto with respect to any provisions thereof, the recovery
of any judgment against the Company or any action to enforce the same, or any
other circumstance which might otherwise constitute a legal or equitable
discharge or defense of a Subsidiary Guarantor. Each of the Subsidiary


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Guarantors hereby waives diligence, presentment, demand of payment, filing of
claims with a court in the event of insolvency or bankruptcy of the Company, any
right to require a proceeding first against the Company, protest, notice and all
demands whatsoever and covenants that its Subsidiary Guarantee will not be
discharged except by complete performance of its obligations contained in any
such Security or coupon appertaining thereto and in its Subsidiary Guarantee.

            If the Trustee or the Holder of any Security or any coupon
appertaining thereto is required by any court or otherwise to return to the
Company or any Subsidiary Guarantor, or any custodian, receiver, liquidator,
assignee, trustee, sequestrator or other similar official acting in relation to
the Company or such Subsidiary Guarantor, any amount paid to the Trustee or such
Holder in respect of a Security or any coupons appertaining thereto, the related
Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated
in full force and effect. Each of the Subsidiary Guarantors further agrees, to
the fullest extent that it may lawfully do so, that, as between such Subsidiary
Guarantor, on the one hand, and the Holders and the Trustee, on the other hand,
the maturity of the obligations guaranteed hereby may be accelerated as provided
in Article Five hereof for the purposes of this Subsidiary Guarantee,
notwithstanding any stay, injunction or other prohibition extant under any
applicable bankruptcy law preventing such acceleration in respect of the
obligations guaranteed hereby.

            Each of the Subsidiary Guarantors shall be subrogated to all rights
of the Holders of the Securities of a series (and of any coupons appertaining
thereto) against the Company in respect of any amounts paid by such Subsidiary
Guarantor on account of such Securities or any coupons appertaining thereto or
this Indenture; provided, however, that such Subsidiary Guarantor shall not be
entitled to enforce or to receive any payments arising out of, or based upon,
such right of subrogation until the principal of (and premium, if any, on) and
interest, if any, on all Securities of such series shall have been indefeasibly
paid in full.

            SECTION 1602 Execution and Delivery of Guarantees.

            To evidence the Subsidiary Guarantees with respect to Securities of
or within any series that are specified, as contemplated by Section 301, to be
guaranteed by the Subsidiary Guarantors, each of the Subsidiary Guarantors
hereby agrees to execute its Subsidiary Guarantee, in a form established
pursuant to Section 201, to be endorsed on each Security of such series
authenticated and delivered by the Trustee. Each such Subsidiary Guarantee shall
be executed on behalf of such Subsidiary Guarantor by its Chairman of the Board,
the Chief Executive Officer, the Chief Operating Officer, the Financial Officer,
or its President, or one of its Executive Vice Presidents or Vice Presidents, or
by its Treasurer or one of its Assistant Treasurers and attested by its
Secretary or one of its Assistant Secretaries. The signature of any of these
officers on the Subsidiary Guarantees may be manual or facsimile.

            Any Subsidiary Guarantee bearing the manual or facsimile signatures
of the individuals who were the proper officers of any Subsidiary Guarantor
shall bind such Subsidiary Guarantor, notwithstanding that such individuals or
any of them have ceased


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to hold such offices prior to the authentication and delivery of the Securities
upon which such Subsidiary Guarantee are endorsed or did not hold such offices
at the date of such Securities.

            The delivery of any Securities by the Trustee, after the
authentication thereof hereunder, shall constitute due delivery of the
Subsidiary Guarantees endorsed thereon on behalf of the Subsidiary Guarantors.
Each of the Subsidiary Guarantors hereby agrees that its Subsidiary Guarantee
set forth in this Article Thirteen shall remain in full force and effect
notwithstanding any failure to endorse on each Security a notation of such
Subsidiary Guarantee.

            SECTION 1603 Limitation of Guarantor's Liability.

            Each of the Subsidiary Guarantors, and by its acceptance of a
Security each Holder, hereby confirms that it is the intention of all such
parties that in no event shall any Guarantor Obligations under the Subsidiary
Guarantees constitute or result in a fraudulent transfer or conveyance for
purposes of, or result in a violation of, any United States federal, or
applicable United States state, fraudulent transfer or conveyance or similar
law. To effectuate the foregoing intention, in the event that the Guarantor
Obligations of any Subsidiary Guarantor in respect of the Securities of any
series would, but for this sentence, constitute or result in such a fraudulent
transfer or conveyance or violation, then the liability of such Subsidiary
Guarantor under its Subsidiary Guarantee in respect of the Securities of such
series shall be reduced to the extent necessary to eliminate such fraudulent
transfer or conveyance or violation under the applicable fraudulent transfer or
conveyance or similar law.

                               ARTICLE SEVENTEEN

                           SUBORDINATION OF SECURITIES

            SECTION 1701 Agreement to Subordinate.

            Except as otherwise specified pursuant to Section 301, the Company,
for itself, its successors and assigns, covenants and agrees, and each Holder of
Securities by his acceptance thereof, likewise covenants and agrees, that the
payment of the principal of (and premium, if any) and interest, if any, on each
and all of the Securities is hereby expressly subordinated, to the extent and in
the manner hereinafter set forth, in right of payment to the prior payment in
full of all Senior Indebtedness.

            SECTION 1702 Distribution on Dissolution, Liquidation and
Reorganization; Subrogation of Securities.

            Except as otherwise specified pursuant to Section 301, upon any
distribution of assets of the Company upon any dissolution, winding up,
liquidation or reorganization of the Company, whether in bankruptcy, insolvency,
reorganization or receivership proceedings or upon an assignment for the benefit
of creditors or any other marshalling of the assets and liabilities of the
Company or otherwise (subject to the power of a court of competent jurisdiction
to make other equitable provision reflecting


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the rights conferred in this Indenture upon the Senior Indebtedness and the
holders thereof with respect to the Securities and the holders thereof by a
lawful plan of reorganization under applicable bankruptcy law):

            (a) the holders of all Senior Indebtedness shall be entitled to
      receive payment in full of the principal thereof (and premium, if any) and
      interest due thereon before the Holders of the Securities are entitled to
      receive any payment upon the principal (or premium, if any) or interest,
      if any, on indebtedness evidenced by the Securities;

            (b) any payment or distribution of assets of the Company of any kind
      or character, whether in cash, property or securities, to which the
      Holders of the Securities or the Trustee would be entitled except for the
      provisions of this Article Seventeen shall be paid by the liquidating
      trustee or agent or other person making such payment or distribution,
      whether a trustee in bankruptcy, a receiver or liquidating trustee or
      otherwise, directly to the holders of Senior Indebtedness or their
      representative or representatives or to the trustee or trustees under any
      indenture under which any instruments evidencing any of such Senior
      Indebtedness may have been issued, ratably according to the aggregate
      amounts remaining unpaid on account of the principal of (and premium, if
      any) and interest on the Senior Indebtedness held or represented by each,
      to the extent necessary to make payment in full of all Senior Indebtedness
      remaining unpaid, after giving effect to any concurrent payment or
      distribution to the holders of such Senior Indebtedness; and

            (c) in the event that, notwithstanding the foregoing, any payment or
      distribution of assets of the Company of any kind or character, whether in
      cash, property or securities, shall be received by the Trustee or the
      Holders of the Securities before all Senior Indebtedness is paid in full,
      such payment or distribution shall be paid over, upon written notice to
      the Trustee, to the holder of such Senior Indebtedness or their
      representative or representatives or to the trustee or trustees under any
      indenture under which any instrument evidencing any of such Senior
      Indebtedness may have been issued, ratably as aforesaid, for application
      to payment of all Senior Indebtedness remaining unpaid until all such
      Senior Indebtedness shall have been paid in full, after giving effect to
      any concurrent payment or distribution to the holders of such Senior
      Indebtedness.

            Subject to the payment in full of all Senior Indebtedness, the
Holders of the Securities shall be subrogated to the rights of the holders of
Senior Indebtedness to receive payments or distributions of cash, property or
securities of the Company applicable to Senior Indebtedness until the principal
of (and premium, if any) and interest, if any, on the Securities shall be paid
in full and no such payments or distributions to the Holders of the Securities
of cash, property or securities otherwise distributable to the holders of Senior
Indebtedness shall, as between the Company, its creditors other than the holders
of Senior Indebtedness, and the Holders of the Securities be deemed to be a
payment by the Company to or on account of the Securities. It is understood that
the provisions of this Article Seventeen are and are intended solely for


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the purpose of defining the relative rights of the Holders of the Securities, on
the one hand, and the holders of the Senior Indebtedness, on the other hand.
Nothing contained in this Article Seventeen or elsewhere in this Indenture or in
the Securities is intended to or shall impair, as between the Company, its
creditors other than the holders of Senior Indebtedness, and the Holders of the
Securities, the obligation of the Company, which is unconditional and absolute,
to pay to the Holders of the Securities the principal of (and premium, if any)
and interest, if any, on the Securities as and when the same shall become due
and payable in accordance with their terms, or to affect the relative rights of
the Holders of the Securities and creditors of the Company other than the
holders of Senior Indebtedness, nor shall anything herein or in the Securities
prevent the Trustee or the Holder of any Security from exercising all remedies
otherwise permitted by applicable law upon default under this Indenture, subject
to the rights, if any, under this Article Seventeen of the holders of Senior
Indebtedness in respect of cash, property or securities of the Company received
upon the exercise of any such remedy. Upon any payment or distribution of assets
of the Company referred to in this Article Seventeen, the Trustee, subject to
the provisions of Section 601, shall be entitled to rely upon a certificate of
the liquidating trustee or agent or other person making any distribution to the
Trustee for the purpose of ascertaining the Persons entitled to participate in
such distribution, the holders of Senior Indebtedness and other indebtedness of
the Company, the amount thereof or payable thereon, the amount or amounts paid
or distributed thereon and all other facts pertinent thereto or to this Article
Seventeen.

            The Trustee, however, shall not be deemed to owe any fiduciary duty
to the holders of Senior Indebtedness. The Trustee shall not be liable to any
such holder if it shall pay over or distribute to or on behalf of Holders of
Securities or the Company moneys or assets to which any holder of Senior
Indebtedness shall be entitled by virtue of this Article Seventeen.

            If the Trustee or any Holder of Securities does not file a proper
claim or proof of debt in the form required in any proceeding referred to above
prior to 30 days before the expiration of the time to file such claim in such
proceeding, then the holder of any Senior Indebtedness is hereby authorized, and
has the right, to file an appropriate claim or claims for or on behalf of such
Holder of Securities.

            SECTION 1703 No Payment on Securities in Certain Circumstances.

            Except as otherwise specified pursuant to Section 301,

            (a) Upon the maturity of any Senior Indebtedness by lapse of time,
      acceleration (unless waived, rescinded or annulled) or otherwise, or upon
      any payment default (with or without the giving of notice or lapse of time
      or both, in accordance with the terms of the instrument governing such
      Senior Indebtedness, and without any waiver or forgiveness) with respect
      to any Senior Indebtedness, all amounts payable thereon shall first be
      paid in full, or such Senior Indebtedness, before any payment is made,
      directly or indirectly by set off or otherwise, on account of principal
      of, or interest on, the Securities of such series


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      or to acquire any of the Securities of such series or on account of the
      redemption provisions of the Securities of such series.

            (b) Upon a default with respect to any Senior Indebtedness (other
      than under circumstances when the terms of paragraph (a) of this Section
      are applicable), as such default is defined therein or in the instrument
      under which it is outstanding, permitting the holders to accelerate the
      maturity thereof, upon written notice thereof given to the Company and the
      Trustee by or on behalf of holders of such Senior Indebtedness ("Default
      Notice"), then, unless and until such default shall have been cured or
      waived by the holders of such Senior Indebtedness or shall have ceased to
      exist, no direct or indirect payment shall be made by the Company with
      respect to the principal of, or interest on, the Securities of such series
      and the coupons, if any, appertaining thereto or to acquire any of such
      Securities or on account of the redemption provisions of the Securities of
      such series and the coupons, if any, appertaining thereto; provided,
      however, that this paragraph (b) shall not prevent the making of any
      payment (which is not otherwise prohibited by paragraph (a)) for more than
      179 days after the Default Notice shall have been given unless the Senior
      Indebtedness in respect of which such event of default exists has been
      declared due and payable in its entirety, in which case no such payment
      may be made until such acceleration has been rescinded or annulled or such
      Senior Indebtedness has been paid in full.

            (c) If, notwithstanding the foregoing provisions of this Section,
      any payment on account of principal of, or interest on, the Securities of
      such series or of any coupon appertaining thereto shall be received by the
      Trustee, by and Holder or by any Paying Agent (or, if the Company is
      acting as its own Paying Agent, money for any such payment is segregated
      and held in trust), then, unless and until such payment is no longer
      prohibited by this Section, such payment (subject to the provisions of
      Section 1703) shall be held in trust for the benefit of the holders of
      Senior Indebtedness and, upon notice to the Trustee or such Paying Agent
      from the representative of the holders of the Senior Indebtedness and
      pursuant to the directions of such representative, shall be paid over or
      delivered to the holders of Senior Indebtedness or their
      representative(s), ratably according to the aggregate amount remaining
      unpaid on account of the principal of and interest on the Senior
      Indebtedness held or represented by each, for application to the payment
      or prepayment of all Senior Indebtedness remaining unpaid to the extent
      necessary to pay all Senior Indebtedness in full in accordance with its
      terms, after giving effect to any concurrent payment or distribution or
      provision therefor to or for the holders of Senior Indebtedness. Promptly
      after becoming aware thereof, the Company shall give written notice to the
      Trustee of any event prohibiting payments on account of principal of, or
      interest on, the Securities of any series and any coupons appertaining
      thereto and, in such event, shall provide to the Trustee, in the form of
      an Officers' Certificate, the names and addresses of the holders of such
      Senior Indebtedness and their representative(s), if any, the amount of the
      Senior Indebtedness held by each such holder, any information necessary to
      calculate the daily or other increase in Senior Indebtedness held by such
      holders and any other information which the Trustee may reasonably request
      to comply


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      with this Article. Subject to the provisions of Section 1702 hereof, in
      the event that the Trustee or the Paying Agent reasonably determines that
      additional evidence is required with respect to any person as a holder of
      Senior Indebtedness to participate in any payment or distribution pursuant
      to this Article, the Trustee or the Paying Agent, as the case may be, may
      request that such person furnish evidence to its reasonable as to the
      extent such person is entitled to participate in such payment or
      distribution and as to other facts pertinent to the rights of such persons
      under this Article and if such evidence is not furnished, the Trustee or
      the Paying Agent, as the case may be, may defer any payment to such person
      pending judicial determination as to the right of such person to receive
      such payment.

            SECTION 1704 Payments on Securities Permitted.

            Nothing contained in this Indenture or in any of the Securities
shall (a) affect the obligation of the Company to make, or prevent the Company
from making, at any time except as provided in Sections 1702 and 1703, payments
of principal of (or premium, if any) or interest, if any, on the Securities or
(b) prevent the application by the Trustee of any moneys deposited with it
hereunder to the payment of or on account of the principal of (or premium, if
any) or interest, if any, on the Securities, unless the Trustee shall have
received at its Corporate Trust Office written notice of any event prohibiting
the making of such payment more than two Business Days prior to the date fixed
for such payment.

            SECTION 1705 Authorization of Holders to Trustee to Effect
Subordination.

            Each Holder of Securities by his acceptance thereof authorizes and
directs the Trustee on his behalf to take such action as may be necessary or
appropriate to effectuate the subordination as provided in this Article
Seventeen and appoints the Trustee his attorney-in-fact for any and all such
purposes.

            SECTION 1706 Notices to Trustee.

            Notwithstanding the provisions of this Article or any other
provisions of this Indenture, neither the Trustee nor any Paying Agent (other
than the Company) shall be charged with knowledge of the existence of any Senior
Indebtedness or of any event which would prohibit the making of any payment of
moneys to or by the Trustee or such Paying Agent, unless and until the Trustee
or such Paying Agent shall have received (in the case of the Trustee, at its
Corporate Trust Office) written notice thereof from the Company or from the
holder of any Senior Indebtedness or from the trustee for any such holder,
together with proof satisfactory to the Trustee of such holding of Senior
Indebtedness or of the authority of such trustee; provided, however, that if at
least two Business Days prior to the date upon which by the terms hereof any
such moneys may become payable for any purpose (including, without limitation,
the payment of either the principal (or premium, if any) or interest, if any, on
any Security) the Trustee shall not have received with respect to such moneys
the notice provided for in this Section 1706, then, anything herein contained to
the contrary notwithstanding, the Trustee shall have


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full power and authority to receive such moneys and to apply the same to the
purpose for which they were received, and shall not be affected by any notice to
the contrary, which may be received by it within two Business Days prior to such
date. The Trustee shall be entitled to rely on the delivery to it of a written
notice by a Person representing himself to be a holder of Senior Indebtedness
(or a trustee on behalf of such holder) to establish that such a notice has been
given by a holder of Senior Indebtedness or a trustee on behalf of any such
holder. In the event that the Trustee determines in good faith that further
evidence is required with respect to the right of any Person as a holder of
Senior Indebtedness to participate in any payment or distribution pursuant to
this Article Seventeen, the Trustee may request such Person to furnish evidence
to the reasonable satisfaction of the Trustee as to the amount of Senior
Indebtedness held by such Person, the extent to which such Person is entitled to
participate in such payment or distribution and any other facts pertinent to the
rights of such Person under this Article Seventeen and, if such evidence is not
furnished, the Trustee may defer any payment to such Person pending judicial
determination as to the right of such Person to receive such payment.

            SECTION 1707 Trustee as Holder of Senior Indebtedness.

            The Trustee in its individual capacity shall be entitled to all the
rights set forth in this Article Seventeen in respect of any Senior Indebtedness
at any time held by it to the same extent as any other holder of Senior
Indebtedness and nothing in Section 613 or elsewhere in this Indenture shall be
construed to deprive the Trustee of any of its rights as such holder.

            Nothing in this Article Seventeen shall apply to claims of, or
payments to, the Trustee under or pursuant to Section 606.

            SECTION 1708 Modifications of Terms of Senior Indebtedness.

            Any renewal or extension of the time of payment of any Senior
Indebtedness or the exercise by the holders of Senior Indebtedness of any of
their rights under any instrument creating or evidencing Senior Indebtedness,
including, without limitation, the waiver of default thereunder, may be made or
done all without notice to or assent from the Holders of the Securities or the
Trustee. No compromise, alteration, amendment, modification, extension, renewal
or other change of, or waiver, consent or other action in respect of, any
liability or obligation under or in respect of, or of any of the terms,
covenants or conditions of any indenture or other instrument under which any
Senior Indebtedness is outstanding or of such Senior Indebtedness, whether or
not such release is in accordance with the provisions of any applicable
document, shall in any way alter or affect any of the provisions of this Article
Seventeen or of the Securities relating to the subordination thereof.

            SECTION 1709 Reliance on Judicial Order or Certificate of
Liquidating Agent.

            Upon any payment or distribution of assets of the Company referred
to in this Article Seventeen, the Trustee and the Holders of the Securities
shall be entitled to


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rely upon any order or decree entered by any court of competent jurisdiction in
which such insolvency, bankruptcy, receivership, liquidation, reorganization,
dissolution, winding up or similar case or proceeding is pending, or a
certificate of the trustee in bankruptcy, liquidating trustee, custodian,
receiver, assignee for the benefit of creditors, agent or other person making
such payment or distribution, delivered to the Trustee or to the Holders of
Securities, for the purpose of ascertaining the persons entitled to participate
in such payment or distribution, the holders of Senior 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 Seventeen.

                                ARTICLE EIGHTEEN

                           SUBORDINATION OF GUARANTEES

            SECTION 1801 Agreement to Subordinate.

            Except as otherwise specified pursuant to Section 301, each of the
Subsidiary Guarantors, for itself, its successors and assigns, covenants and
agrees, and each Holder of Securities by his acceptance thereof, likewise
covenants and agrees, that the payment of the principal of (and premium, if any)
and interest, if any, on the Subsidiary Guarantee of each Subsidiary Guarantor
is hereby expressly subordinated, to the extent and in the manner hereinafter
set forth, in right of payment to the prior payment in full of all Senior
Guarantees of such Subsidiary Guarantor.

            SECTION 1802 Distribution on Dissolution, Liquidation and
Reorganization; Subrogation of Securities.

            Except as otherwise specified pursuant to Section 301, upon any
distribution of assets of any Subsidiary Guarantor upon any dissolution, winding
up, liquidation or reorganization of such Subsidiary Guarantor, whether in
bankruptcy, insolvency, reorganization or receivership proceedings or upon an
assignment for the benefit of creditors or any other marshalling of the assets
and liabilities of such Subsidiary Guarantor or otherwise (subject to the power
of a court of competent jurisdiction to make other equitable provision
reflecting the rights conferred in this Indenture upon the Senior Guarantees and
the holders thereof with respect to the Securities and the holders thereof by a
lawful plan of reorganization under applicable bankruptcy law):

            (a) the holders of all Senior Guarantees of such Subsidiary
      Guarantor shall be entitled to receive payment in full of all amounts due
      or to become due on or in respect of such Senior Guarantees before the
      Holders of the Securities are entitled to receive any payment upon the
      principal (or premium, if any) or interest, if any, on indebtedness
      evidenced by the Securities;

            (b) any payment or distribution of assets of a Subsidiary Guarantor
      of any kind or character, whether in cash, property or securities, to
      which the


                                      100
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      Holders of the Securities or the Trustee would be entitled except for the
      provisions of this Article Eighteen shall be paid by the liquidating
      trustee or agent or other person making such payment or distribution,
      whether a trustee in bankruptcy, a receiver or liquidating trustee or
      otherwise, directly to the holders of Senior Guarantees of such Subsidiary
      Guarantor or their representative or representatives or to the trustee or
      trustees under any indenture under which any instruments evidencing any of
      such Senior Guarantees may have been issued, ratably according to the
      aggregate amounts remaining unpaid on account of the Senior Guarantees
      held or represented by each, to the extent necessary to make payment in
      full of all Senior Guarantees remaining unpaid, after giving effect to any
      concurrent payment or distribution to the holders of such Senior
      Guarantees; and

            (c) in the event that, notwithstanding the foregoing, any payment or
      distribution of assets of such Subsidiary Guarantor of any kind or
      character, whether in cash, property or securities, shall be received by
      the Trustee or the Holders of the Securities before all Senior Guarantees
      of such Subsidiary Guarantor is paid in full, such payment or distribution
      shall be paid over, upon written notice to the Trustee, to the holder of
      such Senior Guarantees or their representative or representatives or to
      the trustee or trustees under any indenture under which any instrument
      evidencing any of such Senior Guarantees may have been issued, ratably as
      aforesaid, for application to payment of all Senior Guarantees of such
      Subsidiary Guarantor remaining unpaid until all such Senior Guarantees
      shall have been paid in full, after giving effect to any concurrent
      payment or distribution to the holders of such Senior Guarantees.

            Subject to the payment in full of all amounts due or to become due
on or in respect of Senior Guarantees of a Subsidiary Guarantor, the Holders of
the Securities shall be subrogated to the rights of the holders of Senior
Guarantees to receive payments or distributions of cash, property or securities
of such Subsidiary Guarantor applicable to such Senior Guarantees until the
principal of (and premium, if any) and interest, if any, on the Securities shall
be paid in full and no such payments or distributions to the holders of the
Senior Guarantees of such Subsidiary Guarantor of cash, property or securities
otherwise distributable to the holders of the Securities or the Trustee shall,
as among a Subsidiary Guarantor, its creditors other than the holders of Senior
Guarantees of such Subsidiary Guarantor and the Holders of the Securities be
deemed to be a payment by such Subsidiary Guarantor to or on account of the
Senior Guarantees of such Subsidiary Guarantor. It is understood that the
provisions of this Article Eighteen are and are intended solely for the purpose
of defining the relative rights of the Holders of the Securities, on the one
hand, and the holders of the Senior Guarantees, on the other hand. Nothing
contained in this Article Eighteen or elsewhere in this Indenture or in the
Securities or in the Subsidiary Guarantee is intended to or shall impair, as
among any Subsidiary Guarantor, its creditors other than the holders of Senior
Guarantees of such Subsidiary Guarantor, and the Holders of the Securities, the
obligation of each Subsidiary Guarantor, which is unconditional and absolute
(and which, subject to the rights under this Article of the holders of Senior
Guarantees of such Subsidiary Guarantor, is intended to rank equally with all
other general obligations of such Subsidiary Guarantor), to pay to


                                      101
   111

the Holders of the Securities the principal of (and premium, if any) and
interest, if any, on the Securities pursuant to its Subsidiary Guarantee as and
when the same shall become due and payable in accordance with the terms of such
Subsidiary Guarantee, or to affect the relative rights against any Subsidiary
Guarantor of the Holders of the Securities and creditors of such Subsidiary
Guarantor other than the holders of Senior Guarantees, nor shall anything herein
or in the Securities prevent the Trustee or the Holder of any Security from
exercising all remedies otherwise permitted by applicable law upon default under
this Indenture, subject to the rights, if any, under this Article Eighteen of
the holders of Senior Guarantees of a Subsidiary Guarantor in respect of cash,
property or securities of such Subsidiary Guarantor received upon the exercise
of any such remedy. Upon any payment or distribution of assets of a Subsidiary
Guarantor referred to in this Article Eighteen, the Trustee, subject to the
provisions of Section 601, and the Holders of the Securities shall be entitled
to rely upon a certificate of the liquidating trustee or agent or other person
making any distribution to the Trustee for the purpose of ascertaining the
Persons entitled to participate in such distribution, the holders of Senior
Guarantees of a Subsidiary Guarantor and other indebtedness of a Subsidiary
Guarantor, the amount thereof or payable thereon, the amount or amounts paid or
distributed thereon and all other facts pertinent thereto or to this Article
Eighteen.

            The Trustee, however, shall not be deemed to owe any fiduciary duty
to the holders of Senior Guarantees of any Subsidiary Guarantor. The Trustee
shall not be liable to any such holder if it shall pay over or distribute to or
on behalf of Holders of Securities or a Subsidiary Guarantor moneys or assets to
which any holder of Senior Guarantees of such Subsidiary Guarantor shall be
entitled by virtue of this Article Eighteen.

            If the Trustee or any Holder of Securities does not file a proper
claim or proof of debt in the form required in any proceeding referred to above
prior to 30 days before the expiration of the time to file such claim in such
proceeding, then the holder of any Senior Guarantees is hereby authorized, and
has the right, to file an appropriate claim or claims for or on behalf of such
Holder of Securities.

            SECTION 1803 No Payment on Subsidiary Guarantees in Certain
Circumstances.

            Except as otherwise specified pursuant to Section 301,

            (a) No payment shall be made by a Subsidiary Guarantor under a
      Subsidiary Guarantee during any period in which payments by the Company on
      the Securities are suspended pursuant to the provisions of Section 1703.

            (b) In the event that, notwithstanding the foregoing, a Subsidiary
      Guarantor shall make any payment on account of principal of (and premium,
      if any) and interest, if any, on the Securities to the Trustee or any
      Holder of Securities prohibited by clause (a) above, then and in such
      event such payment shall be paid over and delivered forthwith to such
      Subsidiary Guarantor.


                                      102
   112

            (c) The provisions of this Section shall not apply to any payment on
      account of principal of (and premium, if any) and interest, if any, on the
      Securities with respect to which Section 1802 would be applicable.

            SECTION 1804 Payments on Subsidiary Guarantees Permitted.

            Nothing contained in this Indenture or in any of the Subsidiary
Guarantees shall (a) affect the obligation of a Subsidiary Guarantor to make, or
prevent such Subsidiary Guarantor from making, at any time except as provided in
Sections 1802 and 1803, payments of principal of (or premium, if any) or
interest, if any, on the Subsidiary Guarantees of such Subsidiary Guarantor or
(b) prevent the application by the Trustee of any moneys deposited with it
hereunder to the payment of or on account of the principal of (or premium, if
any) or interest, if any, on the Subsidiary Guarantees of such Subsidiary
Guarantor, unless the Trustee shall have received at its Corporate Trust Office
written notice of any event prohibiting the making of such payment more than two
Business Days prior to the date fixed for such payment.

            SECTION 1805 Authorization of Holders to Trustee to Effect
Subordination.

            Each Holder of Securities by his acceptance thereof authorizes and
directs the Trustee on his behalf to take such action as may be necessary or
appropriate to effectuate the subordination as provided in this Article Eighteen
and appoints the Trustee his attorney-in-fact for any and all such purposes.

            SECTION 1806 Notices to Trustee.

            Notwithstanding the provisions of this Article or any other
provisions of this Indenture, neither the Trustee nor any Paying Agent (other
than a Subsidiary Guarantor) shall be charged with knowledge of the existence of
any Senior Guarantees or of any event which would prohibit the making of any
payment of moneys to or by the Trustee or such Paying Agent, unless and until
the Trustee or such Paying Agent shall have received (in the case of the
Trustee, at its Corporate Trust Office) written notice thereof from a Subsidiary
Guarantor or from the holder of any Senior Guarantees or from the trustee for
any such holder, together with proof satisfactory to the Trustee of such holding
of Senior Guarantees or of the authority of such trustee; provided, however,
that if at least two Business Days prior to the date upon which by the terms
hereof any such moneys may become payable for any purpose (including, without
limitation, the payment of either the principal (or premium, if any) or
interest, if any, on any Security) the Trustee shall not have received with
respect to such moneys the notice provided for in this Section 1806, then,
anything herein contained to the contrary notwithstanding, the Trustee shall
have full power and authority to receive such moneys and to apply the same to
the purpose for which they were received, and shall not be affected by any
notice to the contrary, which may be received by it within two Business Days
prior to such date. The Trustee shall be entitled to rely on the delivery to it
of a written notice by a Person representing himself to be a holder of Senior
Guarantees (or a trustee on behalf of such holder) to establish that such a
notice has been given by a holder of Senior Guarantees or


                                      103
   113

a trustee on behalf of any such holder. In the event that the Trustee determines
in good faith that further evidence is required with respect to the right of any
Person as a holder of Senior Guarantees to participate in any payment or
distribution pursuant to this Article Eighteen, the Trustee may request such
Person to furnish evidence to the reasonable satisfaction of the Trustee as to
the amount of Senior Guarantees held by such Person, the extent to which such
Person is entitled to participate in such payment or distribution and any other
facts pertinent to the rights of such Person under this Article Eighteen and, if
such evidence is not furnished, the Trustee may defer any payment to such Person
pending judicial determination as to the right of such Person to receive such
payment.

            SECTION 1807 Trustee as Holder of Senior Guarantees.

            The Trustee in its individual capacity shall be entitled to all the
rights set forth in this Article Eighteen in respect of any Senior Guarantees at
any time held by it to the same extent as any other holder of Senior Guarantees
and nothing in Section 613 or elsewhere in this Indenture shall be construed to
deprive the Trustee of any of its rights as such holder.

            Nothing in this Article Eighteen shall apply to claims of, or
payments to, the Trustee under or pursuant to Section 606.

            SECTION 1808 Modifications of Terms of Senior Guarantees.

            Any renewal or extension of the time of payment of any Senior
Guarantees or the exercise by the holders of Senior Guarantees of any of their
rights under any instrument creating or evidencing Senior Guarantees, including,
without limitation, the waiver of default thereunder, may be made or done all
without notice to or assent from the Holders of the Securities or the Trustee.
No compromise, alteration, amendment, modification, extension, renewal or other
change of, or waiver, consent or other action in respect of, any liability or
obligation under or in respect of, or of any of the terms, covenants or
conditions of any indenture or other instrument under which any Senior
Guarantees is outstanding or of such Senior Guarantees, whether or not such
release is in accordance with the provisions of any applicable document, shall
in any way alter or affect any of the provisions of this Article Eighteen or of
the Securities relating to the subordination thereof.

            SECTION 1809 Reliance on Judicial Order or Certificate of
Liquidating Agent.

            Upon any payment or distribution of assets of a Subsidiary Guarantor
referred to in this Article Eighteen, the Trustee and the Holders of the
Securities shall be entitled to rely upon any order or decree entered by any
court of competent jurisdiction in which such insolvency, bankruptcy,
receivership, liquidation, reorganization, dissolution, winding up or similar
case or proceeding is pending, or a certificate of the trustee in bankruptcy,
liquidating trustee, custodian, receiver, assignee for the benefit of creditors,
agent or other person making such payment or distribution, delivered to the
Trustee or to the Holders of Securities, for the purpose of ascertaining the
persons entitled to


                                      104
   114

participate in such payment or distribution, the holders of Senior Guarantees of
a Subsidiary Guarantor and other indebtedness of such Subsidiary Guarantor, the
amount thereof or payable thereon, the amount or amounts paid or distributed
thereon and all other facts pertinent thereto or to this Article Eighteen.

                                    * * * * *

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


                                      105
   115

            IN WITNESS WHEREOF, the parties hereto have caused this Indenture to
be duly executed, and their respective corporate seals to be hereunto affixed
and attested, all as of the day and year first above written.

                                 QUEST DIAGNOSTICS INCORPORATED

                                 By ____________________________________________
                                    Name:
                                    Title:

Attest:

__________________________
Name:
Title:


                                 QUEST DIAGNOSTICS HOLDINGS INCORPORATED

                                 By ____________________________________________
                                    Name:
                                    Title:

Attest:

__________________________
Name:
Title:


                                 QUEST DIAGNOSTICS CLINICAL LABORATORIES, INC.

                                 By ____________________________________________
                                    Name:
                                    Title:

Attest:

__________________________
Name:
Title:


                                      106
   116

                                 QUEST DIAGNOSTICS INCORPORATED (CA)

                                 By ____________________________________________
                                    Name:
                                    Title:

Attest:

__________________________
Name:
Title:


                                 QUEST DIAGNOSTICS INCORPORATED (MD)

                                 By ____________________________________________
                                    Name:
                                    Title:

Attest:

__________________________
Name:
Title:


                                 QUEST DIAGNOSTICS LLC

                                 By ____________________________________________
                                    Name:
                                    Title:

Attest:

__________________________
Name:
Title:


                                      107
   117

                                 QUEST DIAGNOSTICS INCORPORATED (MI)

                                 By ____________________________________________
                                    Name:
                                    Title:

Attest:

__________________________
Name:
Title:


                                 QUEST DIAGNOSTICS INCORPORATED (CT)

                                 By ____________________________________________
                                    Name:
                                    Title:

Attest:

__________________________
Name:
Title:


                                 QUEST DIAGNOSTICS INCORPORATED (MA)

                                 By ____________________________________________
                                    Name:
                                    Title:

Attest:

__________________________
Name:
Title:


                                      108
   118

                                 QUEST DIAGNOSTICS OF PENNSYLVANIA INC.

                                 By ____________________________________________
                                    Name:
                                    Title:

Attest:

__________________________
Name:
Title:


                                 QUEST DIAGNOSTICS INCORPORATED (OH)

                                 By ____________________________________________
                                    Name:
                                    Title:

Attest:

__________________________
Name:
Title:


                                 METWEST INC.

                                 By ____________________________________________
                                    Name:
                                    Title:

Attest:

__________________________
Name:
Title:


                                      109
   119

                                 NICHOLS INSTITUTE DIAGNOSTICS

                                 By ____________________________________________
                                    Name:
                                    Title:

Attest:

__________________________
Name:
Title:


                                 DPD HOLDINGS, INC.

                                 By ____________________________________________
                                    Name:
                                    Title:

Attest:

__________________________
Name:
Title:


                                 DIAGNOSTICS REFERENCE SERVICES INC.

                                 By ____________________________________________
                                    Name:
                                    Title:

Attest:

__________________________
Name:
Title:


                                      110
   120

                                 LABORATORY HOLDINGS INCORPORATED

                                 By ____________________________________________
                                    Name:
                                    Title:

Attest:

__________________________
Name:
Title:


                                 QUEST DIAGNOSTICS INVESTMENTS INCORPORATED

                                 By ____________________________________________
                                    Name:
                                    Title:

Attest:

__________________________
Name:
Title:


                                 QUEST DIAGNOSTICS FINANCE INCORPORATED

                                 By ____________________________________________
                                    Name:
                                    Title:

Attest:

__________________________
Name:
Title:


                                      111
   121

                                 PATHOLOGY BUILDING PARTNERSHIP

                                 By Quest Diagnostics Incorporated (MD),
                                    General Partner

                                 By ____________________________________________
                                    Name:
                                    Title:

Attest:

__________________________
Name:
Title:


                                    THE BANK OF NEW YORK,
                                       as Trustee

                                    By _________________________________________
                                       Name:
                                       Title:

Attest:

__________________________
Name:
Title:


                                      112
   122

                                    EXHIBIT A

                              FORMS OF CERTIFICATES

   123

                                   EXHIBIT A-1

               FORM OF CERTIFICATE TO BE GIVEN BY PERSON ENTITLED
                TO RECEIVE BEARER SECURITY OR TO OBTAIN INTEREST
                       PAYABLE PRIOR TO THE EXCHANGE DATE

                                   CERTIFICATE

[Insert title or sufficient description of Securities to be delivered]

            This is to certify that, as of the date hereof, and except as set
forth below, the above-captioned Securities held by you for our account (i) are
owned by person(s) that are not citizens or residents of the United States,
domestic partnerships, domestic corporations or any estate or trust the income
of which is subject to United States federal income taxation regardless of its
source ("United States person(s)"), (ii) are owned by United States person(s)
that are (a) foreign branches of United States financial institutions (financial
institutions, as defined in United States Treasury Regulations Section
1.165-12(c)(1)(v) are herein referred to as "financial institutions") purchasing
for their own account or for resale, or (b) United States person(s) who acquired
the Securities through foreign branches of United States financial institutions
and who hold the Securities through such United States financial institutions on
the date hereof (and in either case (a) or (b), each such United States
financial institution hereby agrees, on its own behalf or through its agent,
that you may advise John Deere Capital Corporation or its agent that such
financial institution will comply with the requirements of Section 165(j)(3)(A),
(B) or (C) of the United States Internal Revenue Code of 1986, as amended, and
the regulations thereunder), or (iii) are owned by United States or foreign
financial institution(s) for purposes of resale during the restricted period (as
defined in United States Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)),
and, in addition, if the owner is a United States or foreign financial
institution described in clause (iii) above (whether or not also described in
clause (i) or (ii)), this is to further certify that such financial institution
has not acquired the Securities for purposes of resale directly or indirectly to
a United States person or to a person within the United States or its
possessions.

            As used herein, "United States" means the United States of America
(including the States and the District of Columbia); and its "possessions"
include Puerto Rico, the U. S. Virgin Islands, Guam, American Samoa, Wake Island
and the Northern Mariana Islands.

            We undertake to advise you promptly by tested telex on or prior to
the date on which you intend to submit your certification relating to the
above-captioned Securities held by you for our account in accordance with your
Operating Procedures if any applicable statement herein is not correct on such
date, and in the absence of any such notification it may be assumed that this
certification applies as of such date. This certificate excepts and does not
relate to [U. S. $]_____________ of such interest in the above-captioned
Securities in respect of which we are not able to certify and as to which
   124

we understand an exchange for an interest in a Permanent Global Security or an
exchange for and delivery of definitive Securities (or, if relevant, collection
of any interest) cannot be made until we do so certify.

            We understand that this certificate may be required in connection
with certain tax legislation in the United States. If administrative or legal
proceedings are commenced or threatened in connection with which this
certificate is or would be relevant, we irrevocably authorize you to produce
this certificate or a copy thereof to any interested party in such proceedings.

Dated: __________________

[To be dated no earlier than the 15th day prior
to (i) the Exchange Date or (ii) the relevant
Interest Payment Date occurring prior to the
Exchange Date, as applicable]
[Name of Person Making Certification]


                                    ____________________________________________
                                    (Authorized Signatory)
                                    Name:
                                    Title:


                                     A-1-2
   125

                                   EXHIBIT A-2

                FORM OF CERTIFICATE TO BE GIVEN BY EUROCLEAR AND
                CLEARSTREAM BANKING SOCIETE ANONYME IN CONNECTION
              WITH THE EXCHANGE OF A PORTION OF A TEMPORARY GLOBAL
        SECURITY OR TO OBTAIN INTEREST PAYABLE PRIOR TO THE EXCHANGE DATE

                                   CERTIFICATE

[Insert title or sufficient description of Securities to be delivered]

            This is to certify that, based solely on written certifications that
we have received in writing, by tested telex or by electronic transmission from
each of the persons appearing in our records as persons entitled to a portion of
the principal amount set forth below (our "Member Organizations") substantially
in the form attached hereto, as of the date hereof, [U.S.$] __________________
principal amount of the above-captioned Securities (i) is owned by person(s)
that are not citizens or residents of the United States, domestic partnerships,
domestic corporations or any estate or trust the income of which is subject to
United States Federal income taxation regardless of its source ("United States
person(s)"), (ii) is owned by United States person(s) that are (a) foreign
branches of United States financial institutions (financial institutions, as
defined in U.S. Treasury Regulations Section 1.165-12(c)(1)(v) are herein
referred to as "financial institutions") purchasing for their own account or for
resale, or (b) United States person(s) who acquired the Securities through
foreign branches of United States financial institutions and who hold the
Securities through such United States financial institutions on the date hereof
(and in either case (a) or (b), each such financial institution has agreed, on
its own behalf or through its agent, that we may advise John Deere Capital
Corporation or its agent that such financial institution will comply with the
requirements of Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code of
1986, as amended, and the regulations thereunder), or (iii) is owned by United
States or foreign financial institution(s) for purposes of resale during the
restricted period (as defined in United States Treasury Regulations Section
1.163-5(c)(2)(i)(D)(7)), and, to the further effect, that financial institutions
described in clause (iii) above (whether or not also described in clause (i) or
(ii)) have certified that they have not acquired the Securities for purposes of
resale directly or indirectly to a United States person or to a person within
the United States or its possessions.

            As used herein, "United States" means the United States of America
(including the States and the District of Columbia); and its "possessions"
include Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island
and the Northern Mariana Islands.

            We further certify that (i) we are not making available herewith for
exchange (or, if relevant, collection of any interest) any portion of the
temporary global
   126

Security representing the above-captioned Securities excepted in the
above-referenced certificates of Member Organizations and (ii) as of the date
hereof we have not received any notification from any of our Member
Organizations to the effect that the statements made by such Member
Organizations with respect to any portion of the part submitted herewith for
exchange (or, if relevant, collection of any interest) are no longer true and
cannot be relied upon as of the date hereof.

            We understand that this certification is required in connection with
certain tax legislation in the United States. If administrative or legal
proceedings are commenced or threatened in connection with which this
certificate is or would be relevant, we irrevocably authorize you to produce
this certificate or a copy thereof to any interested party in such proceedings.

Dated: __________________
[To be dated no earlier than the Exchange Date
or the relevant Interest Payment Date occurring
prior to the Exchange Date, as applicable]

                                    [Morgan Guaranty Trust Company of New
                                    York, Brussels Office,] as Operator of
                                    the Euroclear System
                                    [Clearstream Banking societe anonyme]


                                    By__________________________________________


                                     A-2-2

EX-5.1

   1
                                                                     Exhibit 5.1







                                             May 23, 2001


The Board of Directors
Quest Diagnostics Incorporated
One Malcolm Avenue
Teterboro, New Jersey 07608

                         QUEST DIAGNOSTICS INCORPORATED
                         ------------------------------

Ladies and Gentlemen:

         We have acted as counsel for Quest Diagnostics Incorporated (the
"Company") in connection with the preparation of a registration statement on
Form S-3 (the "Registration Statement") filed with the Securities and Exchange
Commission (the "Commission") relating to the offering from time to time,
pursuant to Rule 415 of the General Rules and Regulations of the Commission
promulgated under the Securities Act of 1933, as amended (the "Securities Act"),
(A) by the Company of the following securities of the Company with an aggregate
offering price of up to $600,000,000 or the equivalent thereof in one or more
foreign currencies: (i) senior debt securities (the "Senior Debt") and
subordinated debt securities (the "Subordinated Debt", and together with the
Senior Debt, the "Debt Securities"); (ii) preferred stock (the "Preferred
Stock"); and (iii) common stock (the "Common Stock"), including common stock
that may be issued upon conversion of the Debt Securities or Preferred Stock,
and (B) by SmithKline Beecham PLC of 1,500,000 shares of the Common Stock owned
by it. The Debt Securities, the Preferred Stock and the Common Stock are
collectively referred to as the "Securities". The offering of the Securities
will be as set forth in the prospectus contained in the Registration Statement
(the "Prospectus"), as supplemented by one or more supplements to the Prospectus
(each supplement, a "Prospectus Supplement").

         The Senior Debt will be issued in one or more series pursuant to a
senior indenture (the "Senior Indenture") to be entered into among the Company,
the subsidiaries of the Company indicated on the signature pages thereto, as
guarantors (the "Senior Subsidiary Guarantors"), and The Bank of New York, as
trustee (the "Senior Trustee"). The Subordinated Debt will be issued in one or
more series pursuant to a subordinated indenture (the "Subordinated Indenture")
to be entered into among the Company, the subsidiaries of the Company indicated
on the signature pages thereto, as guarantors (the "Subordinated Subsidiary
Guarantors" and, together with the Senior Subsidiary Guarantors, the "Subsidiary
Guarantors"), and The Bank of New York, as trustee (the "Subordinated Trustee").

   2

         In our capacity as counsel to the Company we have examined (i) the
Registration Statement, (ii) the form of Senior Indenture filed as an exhibit to
the Registration Statement, (iii) the form of Subordinated Indenture filed as an
exhibit to the Registration Statement, and (iv) the originals, or copies
identified to our satisfaction, of such corporate records of the Company,
certificates of public officials, officers of the Company and other persons, and
such other documents, agreements and instruments as we have deemed necessary as
a basis for the opinions hereinafter expressed. In our examination, we have
assumed the legal capacity of all natural persons, the genuineness of all
signatures, the authenticity of all documents submitted to us as originals, the
conformity with the originals of all documents submitted to us as copies.

         Our opinions set forth below are limited to the laws of the State of
New York, the General Corporation Law of the State of Delaware and the federal
laws of the United States and we do not express any opinion herein concerning
any other laws.

         Based on the foregoing, we are of the opinion that:


         1. The Senior Indenture has been duly authorized by the Company and,
when duly authorized by each Senior Subsidiary Guarantor, duly executed and
delivered by the Company and each Senior Subsidiary Guarantor and duly
authorized, executed and delivered by the Senior Trustee, the Senior Indenture
will constitute a valid and legally binding obligation of the Company and each
Senior Subsidiary Guarantor, enforceable against the Company and each Senior
Subsidiary Guarantor in accordance with its terms.


         2. The Senior Debt has been duly authorized and, when (i) the final
terms thereof have been duly established and approved and (ii) the Senior Debt
has been duly executed by the Company and authenticated by the Senior Trustee in
accordance with the Senior Indenture and delivered to and paid for by the
purchasers thereof, the Senior Debt will constitute valid and legally binding
obligations of the Company enforceable against the Company in accordance with
the terms thereof and will be entitled to the benefits of the Senior Indenture.


         3. The Subordinated Indenture has been duly authorized by the Company
and, when duly authorized by each Subordinated Subsidiary Guarantor, duly
executed and delivered by the Company and each Subordinated Subsidiary Guarantor
and duly authorized, executed and delivered by the Subordinated Trustee, the
Subordinated Indenture will constitute a valid and legally binding obligation of
the Company and each Subordinated Subsidiary Guarantor, enforceable against the
Company and each Subordinated Subsidiary Guarantor in accordance with its terms.


         4. The Subordinated Debt has been duly authorized and, when (i) the
final terms thereof have been duly established and approved and (ii) the
Subordinated Debt has been duly executed by the Company and authenticated by the
Subordinated Trustee in accordance with the Subordinated Indenture and delivered
to and paid for by the purchasers thereof, the Subordinated Debt will constitute
valid and legally binding obligations of the Company enforceable against the
Company in accordance with the terms thereof and will be entitled to the
benefits of the Subordinated Indenture.

         5. When (i) all corporate action necessary for issuance of the
Preferred Stock has been taken, including the adoption of a Certificate of
Designations relating thereto, (ii) the final terms of the Preferred Stock have
been duly established and approved, and (iii) the shares of


                                       2
   3

Preferred Stock have been duly issued and delivered to and paid for by the
purchasers thereof, the Preferred Stock will be validly issued, fully paid and
non-assessable.


         6. The Company has authority pursuant to its Certificate of
Incorporation to issue up to 300,000,000 shares of Common Stock. When (i) all
corporate action necessary for the issuance of the Common Stock has been taken
and (ii) such shares of Common Stock have been duly issued and delivered to and
paid for by the purchasers thereof, the Common Stock will be validly issued,
fully paid and non-assessable.


         7. The Common Stock held by SmithKline Beecham PLC is validly issued,
fully paid and non-assessable.

         The opinions set forth in paragraphs (1) through (4) above are subject,
as to enforcement, to (i) bankruptcy, insolvency reorganization, moratorium or
other similar laws relating to or affecting creditors' rights generally
(including, without limitation, all laws relating to fraudulent transfers), (ii)
general principles of equity (regardless of whether enforcement is considered in
a proceeding in equity or at law) and (iii) provisions of law that require that
a judgment for money damages rendered by a court in the United States be
expressed only in United States dollars.

         We hereby consent to the use of this opinion as an exhibit to the
Registration Statement and to the use of our name under the heading "Validity of
Securities" in the Prospectus.


                                               Very truly yours,






STG/SHC/KWL/MFM

EX-23.2

   1
                                                                    Exhibit 23.2


                       CONSENT OF INDEPENDENT ACCOUNTANTS



    We hereby consent to the incorporation by reference in this Amendment No. 4
to the Registration Statement on Form S-3 of our report dated January 24, 2001,
except as to Note 18, which is as of February 21, 2001, relating to the
financial statements and financial statement schedule, which appears in Quest
Diagnostics Incorporated's Annual Report on Form 10-K for the year ended
December 31, 2000. We also consent to the reference to us under the heading
"Independent Accountants" in such Registration Statement.




/s/PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
New York, New York
May 23, 2001


                                       1

EX-23.3

   1
                                                                    Exhibit 23.3


                       CONSENT OF INDEPENDENT ACCOUNTANTS



    We hereby consent to the incorporation by reference in this Amendment No. 4
to the Registration Statement on Form S-3 of Quest Diagnostics Incorporated of
our report dated March 15, 1999, except as to the last paragraph under the
heading Basis of Presentation in Note 1 and the second paragraph of Note 12, for
which the date is October 11, 2000, relating to the financial statements of
SmithKline Beecham Clinical Laboratories, Inc. and Certain Related Affiliates,
which report appears in Quest Diagnostics Incorporated's Current Report on Form
8-K dated October 11, 2000. We also consent to the reference to us under the
heading "Independent Accountants" in such Registration Statement.





/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
May 23, 2001


                                       2