<PAGE>
                                                                     EXHIBIT 4.1








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

                         AMERICAN RETIREMENT CORPORATION

               5 3/4% Series A Senior Subordinated Notes Due 2002

                                    INDENTURE

                         Dated as of September 26, 2002





                         U.S. BANK NATIONAL ASSOCIATION,
                                   AS TRUSTEE

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



<PAGE>


                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                                <C>
ARTICLE I. DEFINITIONS AND INCORPORATION BY REFERENCE...............................................1
     SECTION 1.1. Definitions.......................................................................1
     SECTION 1.2. Other Definitions.................................................................4
     SECTION 1.3. Incorporation by Reference to Trust Indenture Act.................................4
     SECTION 1.4. Rules of Construction.............................................................4

ARTICLE II. THE NOTES...............................................................................5
     SECTION 2.1. Form; Dating; Incorporation of Note in Indenture..................................5
     SECTION 2.2. Execution and Authentication......................................................5
     SECTION 2.3. Registrar and Agents..............................................................6
     SECTION 2.4. Paying Agent to Hold Money in Trust...............................................6
     SECTION 2.5. Transfer and Exchange.............................................................7
     SECTION 2.6. Replacement Notes.................................................................7
     SECTION 2.7. Outstanding Notes.................................................................8
     SECTION 2.8. Temporary Notes...................................................................8
     SECTION 2.9. Cancellation......................................................................9
     SECTION 2.10. Noteholder Lists.................................................................9
     SECTION 2.11. Persons Deemed Owners............................................................9
     SECTION 2.12. CUSIP Number.....................................................................9
     SECTION 2.13. Book-Entry Provisions for Global Notes..........................................10
     SECTION 2.14. Certificated Notes..............................................................10

ARTICLE III. COVENANTS.............................................................................10
     SECTION 3.1. Payment of the Notes.............................................................10
     SECTION 3.2. Commission Reports...............................................................11
     SECTION 3.3. Waiver of Stay, Extension or Usury Laws..........................................11
     SECTION 3.4. Notice of Default................................................................11
     SECTION 3.5. Compliance Certificates..........................................................11
     SECTION 3.6. Limitation on Dividends and Other Distributions..................................12

ARTICLE IV. SUCCESSOR CORPORATION..................................................................12
     SECTION 4.1. When Company May Merge, etc......................................................12
     SECTION 4.2. Successor Corporation or Trust Substituted.......................................13

ARTICLE V. DEFAULTS AND REMEDIES...................................................................13
     SECTION 5.1. Events of Default................................................................13
     SECTION 5.2. Acceleration.....................................................................14
     SECTION 5.3. Other Remedies...................................................................15
     SECTION 5.4. Waiver of Defaults and Events of Default.........................................15
     SECTION 5.5. Control by Majority..............................................................15
     SECTION 5.6. Rights of Holders to Receive Payment.............................................15
     SECTION 5.7. Collection Suit by Trustee.......................................................16
     SECTION 5.8. Trustee May File Proofs of Claim.................................................16
     SECTION 5.9. Priorities.......................................................................16
     SECTION 5.10. Undertaking for Costs...........................................................17
     SECTION 5.11. Limitation on Suits.............................................................17
</TABLE>


                                      -i-

<PAGE>
<TABLE>
<S>                                                                                                <C>
ARTICLE VI. TRUSTEE................................................................................17
     SECTION 6.1. Duties of Trustee................................................................17
     SECTION 6.2. Rights of Trustee................................................................18
     SECTION 6.3. Individual Rights of Trustee.....................................................19
     SECTION 6.4. Trustee's Disclaimer.............................................................19
     SECTION 6.5. Notice of Defaults...............................................................20
     SECTION 6.6. Reports by Trustee to Holders....................................................20
     SECTION 6.7. Compensation and Indemnity.......................................................20
     SECTION 6.8. Replacement of Trustee...........................................................21
     SECTION 6.9. Successor Trustee by Merger, etc.................................................22
     SECTION 6.10. Eligibility; Disqualification...................................................22
     SECTION 6.11. Preferential Collection of Claims Against Company...............................22

ARTICLE VII. SATISFACTION AND DISCHARGE OF INDENTURE...............................................22
     SECTION 7.1. Satisfaction, Discharge and Defeasance of the Notes..............................22
     SECTION 7.2. Satisfaction and Discharge of Indenture..........................................23
     SECTION 7.3. Survival of Certain Obligations..................................................23
     SECTION 7.4. Application of Trust Money.......................................................24
     SECTION 7.5. Paying Agent to Repay Monies Held................................................24
     SECTION 7.6. Return of Unclaimed Monies.......................................................24
     SECTION 7.7. Reinstatement....................................................................25
     SECTION 7.8. Indemnity for Government Obligations.............................................25

ARTICLE VIII. AMENDMENTS AND WAIVERS...............................................................25
     SECTION 8.1. Amendments and Waivers Without Consent of Holders................................25
     SECTION 8.2. Amendments and Waivers with Consent of Holders...................................26
     SECTION 8.3. Compliance with Trust Indenture Act..............................................27
     SECTION 8.4. Revocation and Effect of Consents................................................27
     SECTION 8.5. Notation on or Exchange of Notes.................................................27
     SECTION 8.6. Trustee to Sign Amendments, etc..................................................27

ARTICLE IX. SUBORDINATION; SENIORITY...............................................................28
     SECTION 9.1. Notes Subordinated to Senior Indebtedness........................................28
     SECTION 9.2. Company Not to Make Payments with Respect to Notes in Certain Circumstances......28
     SECTION 9.3. Subrogation of Notes.............................................................30
     SECTION 9.4. Authorization by Holders of Notes................................................31
     SECTION 9.5. Notices to Trustee...............................................................31
     SECTION 9.6. Trustee's Relation to Senior Indebtedness........................................32
     SECTION 9.7. No Impairment of Subordination...................................................32
     SECTION 9.8. Article IX Not To Prevent Events of Default......................................32
     SECTION 9.9. Paying Agents other than the Trustee.............................................32
     SECTION 9.10. Notes Senior to Subordinated Indebtedness.......................................33

ARTICLE X. MISCELLANEOUS...........................................................................33
     SECTION 10.1. Trust Indenture Act Controls....................................................33
     SECTION 10.2. Notices.........................................................................33
     SECTION 10.3. Communications by Holders with Other Holders....................................34
     SECTION 10.4. Certificate and Opinion as to Conditions Precedent..............................34
</TABLE>


                                      -ii-

<PAGE>
<TABLE>
<S>                                                                                                <C>
     SECTION 10.5. Statements Required in Certificate and Opinion..................................35
     SECTION 10.6. Rules by Trustee and Agents.....................................................35
     SECTION 10.7. Record Date.....................................................................35
     SECTION 10.8. Legal Holidays..................................................................35
     SECTION 10.9. Governing Law...................................................................35
     SECTION 10.10. No Adverse Interpretation of Other Agreements..................................36
     SECTION 10.11. No Recourse Against Others.....................................................36
     SECTION 10.12. Successors.....................................................................36
     SECTION 10.13. Multiple Counterparts..........................................................36
     SECTION 10.14. Table of Contents, Headings, etc...............................................36
     SECTION 10.15. Severability...................................................................36
EXHIBIT A - FORM OF SERIES A NOTE
</TABLE>




                                     -iii-

<PAGE>


                         AMERICAN RETIREMENT CORPORATION


<TABLE>
<CAPTION>
Trust Indenture
  Act Section                                                     Indenture
---------------                                                   ---------
<S>                                                               <C>
  310(a)(1)                                                       6.10; 10.1
     (a)(2)                                                       10.1
     (a)(3)                                                       10.1
     (a)(4)                                                       10.1
     (a)(5)                                                       10.1
     (b)                                                          6.10; 10.1
     (c)                                                          10.1
  311(a)                                                          6.11; 10.1
     (b)                                                          6.11; 10.1
     (c)                                                          10.1
  312(a)                                                          10.1
     (b)                                                          10.1; 10.3
     (c)                                                          10.1; 10.3
  313(a)                                                          6.6; 10.1
     (b)                                                          6.6; 10.1
     (c)                                                          6.6; 10.1
     (d)                                                          6.6; 10.1
  314(a)                                                          3.2; 3.5; 10.1
     (b)                                                          10.1
     (c)                                                          10.1
     (d)                                                          10.1
     (e)                                                          10.1
     (f)                                                          10.1
  315(a)                                                          6.1; 10.1
     (b)                                                          6.1; 10.1
     (c)                                                          6.1; 10.1
     (d)                                                          6.1; 10.1
     (e)                                                          6.1; 10.1
  316(a)                                                          6.1; 10.1
     (b)                                                          6.1; 10.1
     (c)                                                          6.1; 10.1
  317(a)                                                          10.1
     (b)                                                          10.1
  318(a)                                                          Not Applicable
</TABLE>

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

Note:   This Cross-Reference Table shall not, for any purpose, be deemed to be
        a part of the Indenture.




                                      -iv-
<PAGE>

         INDENTURE, dated as of September 26, 2002, by and between AMERICAN
RETIREMENT CORPORATION, a Tennessee corporation (the "Company"), and U.S. BANK
NATIONAL ASSOCIATION, a national banking association, as trustee ("Trustee").

                                    RECITALS

         The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance of the Company's 5 3/4% Series A Senior
Subordinated Notes Due 2002 (the "Notes").

         Each party agrees as follows for the benefit of the other party and for
the equal and ratable benefit of the Holders (as defined herein) of the
Company's Notes:

                                   ARTICLE I.
                   DEFINITIONS AND INCORPORATION BY REFERENCE

         SECTION 1.1. DEFINITIONS.

         "Affiliate" means any Person directly or indirectly controlling or
controlled by or under direct or indirect common control with the Company. For
the purposes of this definition, "control" (including, with correlative
meanings, the terms "controlled by" and "under common control with"), as used
with respect to any Person, shall mean the possession, directly or indirectly,
of the power to direct or cause the direction of the management or policies of
such Person, whether through the ownership of voting securities or by agreement
or otherwise.

         "Agent" means any Registrar, Paying Agent, co-registrar or agent for
service of notices and demands.

         "Bankruptcy Law" means Title 11 of the U.S. Code or any similar Federal
or State law for the relief of debtors.

         "Board of Directors of the Company" means the Board of Directors of the
Company or any committee of the Board of Directors of the Company.

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

         "Business Day" means a day that is not a Legal Holiday.

         "Capital Stock" means any and all shares or other equivalents (however
designated) of capital stock, including all common stock and all preferred
stock, in the case of a corporation, partnership interests or other equivalents
(however designated) in the case of a partnership, membership interests or other
equivalents (however designated) in the case of a limited liability company, or
common shares of beneficial interest or other equivalents (however designated)
in the case of a trust.

         "Company" means the party named as such in this Indenture until a
successor replaces it pursuant to this Indenture and thereafter means the
successor.




                                       1
<PAGE>

         "Common Stock" means shares of the Company's common stock, par value
$0.01 per share.

         "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 of execution of this Indenture is located
at 150 Fourth Avenue, North, Nashville, Tennessee 37219; provided, however, that
with respect to payments on the Notes and any exchange, transfer, tender or
surrender of the Notes, "Corporate Trust Office" means the office of the Trustee
at 180 East Fifth Street, St. Paul, Minnesota 55101 or such other or additional
offices as may be specified by the Trustee.

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

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

         "Dollar" or "$" means the lawful money of the United States of America.

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

         "Existing Debentures" means the Company's 5 3/4% Convertible
Subordinated Debentures Due 2002.

         "Global Note" or "Global Notes" means any Note or Notes issued in
global form.

         "Holder" or "Noteholder" means the Person in whose name a Note is
registered on the Securities Register.

         "Indebtedness" as applied to any Person, means, without duplication:
(i) all indebtedness for borrowed money whether or not evidenced by a promissory
note, draft or similar instrument; (ii) that portion of obligations with respect
to any lease that is properly classified as a liability on a balance sheet in
accordance with accounting principles generally accepted in the United States;
(iii) notes payable and drafts accepted representing extensions of credit; (iv)
any balance owed for all or any part of the deferred purchase price of property
or services, which purchase price is due more than six months from the date of
incurrence of the obligation in respect thereof (except any such balance that
constitutes (a) a trade payable or an accrued liability arising in the ordinary
course of business or (b) a trade draft or note payable issued in the ordinary
course of business in connection with the purchase of goods or services), if and
to the extent such debt would appear as a liability upon a balance sheet of such
Person prepared in accordance with accounting principles generally accepted in
the United States; (v) tenant deposits; (vi) any debt of others described in the
preceding clauses (i) through (v) that such Person has guaranteed or for which
it is otherwise liable; and (vii) any deferral, amendment, renewal, extension,
supplement or refunding of any of the foregoing indebtedness; provided, however,
that, in computing the "Indebtedness" of any Person, there shall be excluded any
particular indebtedness if, upon or prior to the maturity thereof and at the
time of determination of such indebtedness, there shall have been deposited with
a depository in trust money (or evidences of indebtedness if permitted by the
instrument creating such indebtedness) in the necessary amount to pay, redeem or
satisfy




                                       2
<PAGE>

such indebtedness as it becomes due, and the amount so deposited shall not be
included in any computation of the assets of such Person.

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

         "Note" or "Notes" means the note or notes in the form of Exhibit A
hereto that are issued under this Indenture as amended or supplemented from time
to time.

         "Notes Custodian" means the Trustee, as custodian with respect to any
Global Note, or any successor entity thereto.

         "Officer" means the Chairman of the Board, Chief Executive Officer, the
President, any Vice President, the Treasurer, the Secretary or the Controller of
the Company.

         "Officers' Certificate" means a certificate signed by two Officers or
by an Officer and an Assistant Treasurer, Assistant Secretary or Assistant
Controller of the Company. See Sections 10.4 and 10.5.

         "Opinion of Counsel" means a written opinion from Bass, Berry & Sims
PLC or any other legal counsel who is reasonably acceptable to the Trustee. The
counsel may be an employee of or counsel to the Company or the Trustee. See
Sections 10.4 and 10.5.

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

         "Securities Act" means the Securities Act of 1933, as amended from time
to time.

         "Senior Indebtedness" means the principal, premium, if any, and
interest on, and all other amounts payable under or in respect of any
Indebtedness of the Company (other than (i) Indebtedness owed to a Subsidiary,
(ii) Indebtedness of the Company that is expressly pari passu to the Notes or
(iii) Subordinated Indebtedness).

         "Series B Notes" means the Company's 10% Series B Senior Subordinated
Notes Due 2009.

         "Subordinated Indebtedness" means the principal, premium, if any, and
interest on the Existing Debentures and any other Indebtedness of the Company
that by its terms is expressly subordinated in right of payment to the Notes.

         "Subsidiary" means a Person the majority of whose voting stock is owned
by the Company or a subsidiary of the Company. Voting stock is Capital Stock
having voting power under ordinary circumstances to elect directors or similar
positions.

         "TIA" means the Trust Indenture Act of 1939.

         "Trustee" means U.S. Bank National Association and, subject to the
provisions of Article VI, shall also include its successors and assigns, and if
at any time there is more than one person acting in such capacity hereunder,
"Trustee" means each such person.



                                       3
<PAGE>

         "Trust Officer," when used with respect to the Trustee, means the
chairman of the board of directors, president, any vice president, secretary,
treasurer, any senior trust officer, any trust officer, any corporate trust
officer or any other officer or assistant officer of the Trustee customarily
performing 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 his or her knowledge of and familiarity with the particular
subject.

         "United States" means the United States of America.

         SECTION 1.2. OTHER DEFINITIONS.

<TABLE>
<CAPTION>
         Term                                                  Defined in Section
         ----                                                  ------------------
<S>                                                            <C>
         "Company Order"                                                2.2
         "Depositary"                                                   2.3
         "Event of Default"                                             5.1
         "Legal Holiday"                                               10.8
         "Paying Agent"                                                 2.3
         "Payment or Distribution"                                      9.1
         "Registrar"                                                    2.3
         "Securities Register"                                          2.3
         "U.S. Government Obligations"                                  7.1
</TABLE>

         SECTION 1.3. INCORPORATION BY REFERENCE TO TRUST INDENTURE ACT.

         Whenever this Indenture refers to a provision of the TIA, the provision
is incorporated by reference in and made a part of this Indenture. The following
TIA terms used in this Indenture have the following meanings:

         "Commission" means the Securities and Exchange Commission.

         "indenture securities" means the Notes.

         "indenture security holder" means a Noteholder.

         "indenture to be qualified" means this Indenture.

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

         "obligor" on the indenture securities means the Company or any other
         obligor on the indenture securities.

         All other terms used in this Indenture that are defined by the TIA,
defined by TIA reference to another statute or defined by Commission rules have
the meanings assigned to them therein.

         SECTION 1.4. RULES OF CONSTRUCTION.

         Unless the context otherwise requires:



                                       4
<PAGE>

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

                  (2) an accounting term not otherwise defined has the meaning
         assigned to it in accordance with accounting principles generally
         accepted in the United States in effect as of the time as to which such
         accounting principles are to be applied;

                  (3) "or" is not exclusive; and

                  (4) words in the singular include the plural, and in the
         plural include the singular.

                                  ARTICLE II.
                                    THE NOTES

         SECTION 2.1. FORM; DATING; INCORPORATION OF NOTE IN INDENTURE.

         The aggregate principal amount of Notes that may be authenticated and
delivered under this Indenture is limited to $86,758,353 except for Notes
authenticated and delivered upon registration of transfer of, or in exchange
for, or in lieu of, other Notes pursuant to Sections 2.3, 2.5, 2.6, 2.8 or 8.5.

         The Notes shall be known and designated as the 5 3/4% Series A Senior
Subordinated Notes Due 2002 of the Company. Their fixed maturity shall be
September 30, 2002, and they shall bear interest at the rate per annum of
5 3/4%, from and including the date of issuance thereof until maturity, payable
on the date of maturity. Such interest shall be paid to the Holder in whose name
each Note was registered on the date of maturity.

         The Notes shall be subordinated in right of payment to Senior
Indebtedness, to the extent provided in Article IX.

         The Notes and the Trustee's certificate of authentication shall be
substantially in the form of Exhibit A, which is incorporated in and made part
of this Indenture. The Notes may have notations, legends or endorsements
required by law, stock exchange rules, agreements to which the Company is
subject, or usage. The Company shall approve the form of the Notes and any
notation, legend or endorsement on them. Each Note shall be dated the date of
its authentication.

         The terms and provisions contained in the Notes shall constitute, and
are hereby expressly made, a part of this Indenture and to the extent
applicable, the Company and the Trustee, by their execution and delivery of this
Indenture, expressly agree to such terms and provisions and to be bound thereby.

         SECTION 2.2. EXECUTION AND AUTHENTICATION.

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

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

         A Note shall not be valid until the Trustee manually signs the
certificate of authentication on the Note. Such signature shall be conclusive
evidence that the Note has been authenticated





                                       5
<PAGE>

under this Indenture. Notwithstanding the foregoing, if any Note shall have been
authenticated and delivered hereunder but never issued and sold by the Company,
and the Company shall deliver such Note to the Trustee for cancellation as
provided in Section 2.9, for all purposes of this Indenture such Note shall be
deemed never to have been authenticated and delivered hereunder and shall never
be entitled to the benefits of this Indenture.

         The Trustee shall authenticate Notes for original issue in the
aggregate principal amount of up to $86,758,353 from time to time after the
execution of this Indenture upon a written order or orders of the Company signed
by two Officers or by an Officer and an Assistant Treasurer of the Company (a
"Company Order"). The aggregate principal amount of the Notes outstanding at any
time may not exceed that amount.

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

         The Notes shall be issued in registered form without coupons and shall
be issuable only in denominations of $839 principal amount and any whole
multiples thereof.

         SECTION 2.3. REGISTRAR AND AGENTS.

         The Company shall maintain an office or agency where Notes may be
presented for registration of transfer or exchange ("Registrar") and an office
or agency where Notes may be presented for payment ("Paying Agent"). The
Registrar shall keep a register of the Notes (the "Securities Register") and of
their transfer and exchange. The Company may have one or more co-registrars and
one or more additional Paying Agents. The Company or any Subsidiary may act as
Paying Agent. The term "Paying Agent" includes any additional paying agent.

         The Company may change any Paying Agent, Registrar, or add as a
co-Paying Agent or co-Registrar an entity on sixty (60) days' prior written
notice to the Trustee specifying the name and address of any such entity. If the
Company fails to maintain a Registrar or Paying Agent, or fails to give the
foregoing notice, the Trustee shall act as such.

         The Company initially appoints the Trustee as Registrar, Paying Agent
and Notes Custodian.

         The Company initially appoints The Depository Trust Company to act as
depositary (the "Depositary") with respect to any Global Note.

         SECTION 2.4. PAYING AGENT TO HOLD MONEY IN TRUST.

         On the date of maturity of the Notes, the Company shall deposit with
each Paying Agent a sum sufficient to pay the principal and interest due. The
Company shall require each Paying Agent other than the Trustee to agree in
writing that it will hold in trust for the benefit of Holders of Notes or the
Trustee all money held by the Paying Agent for the payment of principal of and
interest on the Notes and to notify the Trustee of any default by the Company
(or any other obligor on the Notes) in making any such payment. If the Company
or a Subsidiary acts as Paying Agent, it shall on or before the date of maturity
of the Notes, segregate the money and




                                       6
<PAGE>

hold it as a separate trust fund. The Company at any time may require a Paying
Agent to pay all money held by it to the Trustee and the Trustee may at any time
during the continuance of any payment default, upon written request to a Paying
Agent, require such Paying Agent to forthwith pay to the Trustee all sums so
held in trust by such Paying Agent. Upon doing so, the Paying Agent (if other
than the Company or a Subsidiary thereof) shall have no further liability for
the money.

         The principal of and interest on each Note shall be payable only upon
surrender of such Note at the office or agency of the Company maintained for
such purpose. Payments of principal and interest on the Notes shall be made at
the office or agency of the Company maintained for such purpose.

         SECTION 2.5. TRANSFER AND EXCHANGE.

         (a) When a Note is presented to the Registrar or a co-registrar with a
request to register the transfer thereof, the Registrar or co-registrar shall
register the transfer as requested, and when Notes are presented to the
Registrar or a co-registrar with a request to exchange them for an equal
principal amount of Notes of other authorized denominations, the Registrar shall
make the exchange as requested provided that every Note represented or
surrendered for registration of transfer or exchange shall be duly endorsed and
accompanied by a written instrument of transfer satisfactory to the Company and
the Registrar duly executed by the Holder or such Holder's attorney-in-fact duly
authorized in writing.

         (b) To permit registrations of transfers and exchanges, the Company
shall issue and the Trustee or any authenticating agent shall authenticate Notes
upon a Company Order. No service charge shall be made for any registration of
transfer or exchange of Notes but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
relation thereto, but this provision shall not apply to any exchange pursuant to
Section 2.8 or 8.5 not involving any transfer.

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

         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 Note other than to require delivery of such certificates and other
documentation or evidence as are expressly required by, and to do so if and when
expressly required by, the terms of this Indenture, and to examine the same to
determine substantial compliance as to form with the express requirements
hereof.

         SECTION 2.6. REPLACEMENT NOTES.

         If a mutilated Note is surrendered to the Trustee or if the Holder of a
Note presents evidence to the satisfaction of the Company and the Trustee that
the Note has been lost, destroyed or wrongfully taken, the Company shall issue
and the Trustee shall authenticate a new Note in replacement of and substitution
for such Note if the requirements of the Trustee and the Company are met. An
indemnity bond may be required by the Company or the Trustee that is





                                       7
<PAGE>

sufficient in the judgment of the Company to protect the Company and is
sufficient in the judgment of the Trustee to protect the Trustee or any Agent
from any loss which it may suffer if a Note is replaced pursuant to this Section
2.6. The Company and the Trustee may charge for its expense in replacing a Note.

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

         Every new Note issued pursuant to this Section in lieu of any
destroyed, lost or stolen Note shall constitute an original additional
contractual obligation of the Company, whether or not the destroyed, lost or
stolen Note 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 Notes duly issued hereunder.

         SECTION 2.7. OUTSTANDING NOTES.

         Notes outstanding at any time are all Notes theretofore authenticated
and delivered under this Indenture except: (a) Notes theretofore canceled by the
Trustee or delivered to the Trustee for cancellation; and (b) Notes in exchange
for or in lieu of which other Notes have been authenticated and delivered
pursuant to this Indenture, other than any Notes in respect of which there shall
have been presented to the Trustee proof satisfactory to it that such Notes are
held by a bona fide purchaser in whose hands such Notes are valid obligations of
the Issuer; provided, that in determining whether the Noteholders of the
requisite principal amount of outstanding Notes are present at a meeting of
Noteholders for quorum purposes or have voted or taken or concurred in any
action under this Indenture, including the making of any request, demand,
authorization, direction, notice, consent or waiver hereunder, Notes owned by
the Company or any other obligor upon the Notes or any Affiliate of the Company
or such other obligor shall be disregarded and deemed not outstanding, except
that, in determining whether the Trustee shall be protected in relying upon any
such determination as to the presence of a quorum or upon any such request,
demand, authorization, direction, notice, consent or waiver, only Notes which a
Trust Officer of the Trustee actually knows to be so owned shall be disregarded.

         If a Note is replaced pursuant to Section 2.6, it ceases to be
outstanding until the Trustee receives proof satisfactory to it that the
replaced Note is held by a bona fide purchaser.

         If the Paying Agent (other than the Company or a Subsidiary) holds on
the maturity date money deposited with it by or on behalf of the Company
sufficient to pay the principal of and accrued interest on Notes payable on that
date, then on and after that date such Notes cease to be outstanding and
interest on them ceases to accrue.

         A Note does not cease to be outstanding because the Company or an
Affiliate holds the Note.

         SECTION 2.8. TEMPORARY NOTES.

         Until definitive Notes are ready for delivery, the Company may prepare
and the Trustee shall authenticate temporary Notes. Temporary Notes shall be
substantially in the form of definitive Notes but may have non-material
variations that the Company considers appropriate




                                       8
<PAGE>

for temporary Notes. Without unreasonable delay, the Company shall prepare and
the Trustee shall authenticate definitive Notes in exchange for temporary Notes
upon a Company Order. Until so exchanged, temporary Notes represent the same
rights as definitive Notes. Upon request of the Trustee, the Company shall
provide a certificate to the effect that the temporary Notes meet the
requirements of the second sentence of this Section 2.8.

         SECTION 2.9. CANCELLATION.

         The Company at any time may deliver Notes to the Trustee for
cancellation. The Registrar and the Paying Agent shall forward to the Trustee
any Notes surrendered to them for transfer, exchange or payment. The Trustee
shall cancel all Notes surrendered for transfer, exchange or payment and destroy
canceled Notes and deliver a certificate of such destruction to the Company
unless the Company directs the Trustee in writing prior to such destruction to
deliver canceled Notes to the Company. Subject to Section 2.6, the Company may
not issue Notes to replace Notes that it has previously paid or delivered to the
Trustee for cancellation.

         SECTION 2.10. NOTEHOLDER LISTS.

         The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
Noteholders, a copy of which list shall be provided to the Company upon its
written request. If the Trustee is not the Registrar, the Registrar shall
furnish to the Trustee on the date of maturity and at such other times as the
Trustee may reasonably request in writing a list in such form and as of such
date as the Trustee may require of the names and addresses of Noteholders upon
which the Trustee may conclusively rely. The Trustee may destroy any such list
upon receipt of a replacement list. The Paying Agent will solicit from each
Noteholder a certification of social security number or taxpayer identification
number in accordance with its customary practice and as required by law, unless
the Paying Agent is in possession of such certification. Each Paying Agent is
authorized to impose back-up withholding with respect to payments to be made to
Noteholders to the extent required by law.

         SECTION 2.11. PERSONS DEEMED OWNERS.

         Prior to registration of transfer, the Company, the Trustee and any
agent of the Company or the Trustee may treat the Person in whose name such Note
is registered as the owner of such Note and neither the Company, the Trustee nor
any agent of the Company or the Trustee shall be affected by notice to the
contrary.

         SECTION 2.12. CUSIP NUMBER.

         The Company shall use a "CUSIP" number when issuing the Notes. The
Trustee may use the CUSIP number in notices of exchange as a convenience to
Noteholders; provided that any such notice may state that no representation is
made as to the correctness or accuracy of the CUSIP number printed in the notice
or on the Notes and that reliance may be placed only on the other identification
numbers printed on the Notes, and any such exchange shall not be affected by any
defect in or omission of such numbers.



                                       9
<PAGE>

         SECTION 2.13. BOOK-ENTRY PROVISIONS FOR GLOBAL NOTES.

         (a) The Global Notes initially shall (i) be registered in the name of
the Depositary or the nominee of the Depositary and (ii) be delivered to the
Trustee as Notes Custodian for the Depositary.

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

         (b) Transfers of a Global Note shall be limited to transfers of such
Global Note in whole, but not in part, to the Depositary, its successors or
their respective nominees. Interests of beneficial owners in a Global Note may
be transferred in accordance with the applicable rules and procedures of the
Depositary and the provisions of Section 2.5.

         (c) The registered holder of a Global Note may grant proxies and
otherwise authorize any person, including Agent Members and persons that may
hold interests through Agent Members, to take any action that a Holder is
entitled to take under this Indenture or the Notes.

         SECTION 2.14. CERTIFICATED NOTES.

         If the Depositary is at any time unwilling or unable to continue as a
depositary for the Global Notes and a successor depositary is not appointed by
the Company within 90 days, the Company will issue certificated Notes in
exchange for the Global Notes. In connection with the execution and delivery of
such certificated Notes, the Trustee shall reflect on its books and records a
decrease in the principal amount of the relevant Global Note equal to the
aggregate principal amount of such certificated Notes and the Company shall
execute and the Trustee shall, upon receipt of a Company Order, authenticate and
deliver one or more certificated Notes in an equal aggregate principal amount.

                                  ARTICLE III.
                                    COVENANTS

         SECTION 3.1. PAYMENT OF THE NOTES.

         The Company shall pay the principal of and interest on the Notes on the
dates and in the manner provided in the Notes and this Indenture. Principal and
interest shall be considered paid on the date it is due if the Trustee or Paying
Agent (if other than the Company or a Subsidiary) holds on that date money
designated for and sufficient to pay the principal and interest due. The Company
shall pay interest on overdue principal at the rate borne by the Note; it shall
pay interest, including post-petition interest in the event of a proceeding
under any Bankruptcy Law, on overdue interest at the same rate to the extent
lawful.



                                       10
<PAGE>

         SECTION 3.2. COMMISSION REPORTS.

         The Company shall file with the Trustee, promptly after filing 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 by rules and regulations prescribe) that the Company is required
to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act.
The Company shall also comply with the other provisions of TIA ss. 3.14(a).

         So long as the Notes remain outstanding, the Company shall cause its
annual reports to shareholders (containing audited financial statements) and any
other financial reports furnished by it to shareholders to be mailed to the
Holders at their addresses appearing in the Securities Register maintained by
the Registrar.

         The Trustee shall not be under a duty to review or evaluate any report
or information delivered to the Trustee pursuant to the provisions of this
Section 3.2 for the purposes of making such reports available to it and to the
Noteholders who may request such information. Delivery of such reports,
information and documents to the Trustee as may be required under this Section
3.2 is for informational purposes only and the Trustee's receipt of such shall
not constitute constructive notice of any information contained therein or
determinable from information contained therein.

         SECTION 3.3. WAIVER OF STAY, EXTENSION OR USURY LAWS.

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

         SECTION 3.4. NOTICE OF DEFAULT.

         The Company will, so long as any Notes are outstanding, deliver to the
Trustee, within three business days of becoming aware of any Default or Event of
Default in the performance of any covenant, agreement or condition in this
Indenture, an Officers' Certificate specifying such Default or Event of Default,
the period of existence thereof and what action the Company is taking or
proposes to take with respect thereto.

         SECTION 3.5. COMPLIANCE CERTIFICATES.

         For so long as the Notes are outstanding, the Company will deliver to
the Trustee, within 120 days after the end of each fiscal year of the Company
(which as of the date hereof is December 31), a written statement, which
complies with Section 314(a)(4) of the TIA, signed by the principal executive
officer, principal financial officer or principal accounting officer of the
Company, stating, as to each signer thereof:



                                       11
<PAGE>

                  (1) that a review of the activities of the Company during such
         year and of performance under this Indenture has been made under his or
         her supervision; and

                  (2) that to the best of his or her knowledge, based on such
         review, the Company has kept, observed, performed and fulfilled in all
         material respects each and every condition and covenant contained in
         this Indenture throughout such year, or, if there has been a default in
         the fulfillment of any such condition or covenant, specifying each such
         default known to him or her and the nature and status thereof.

         The Company will give the Trustee written notice of a change in the
fiscal year of the Company, within a reasonable time after such change is
effected.

         SECTION 3.6. LIMITATION ON DIVIDENDS AND OTHER DISTRIBUTIONS.

         The Company will not declare or pay any dividends or make any
distribution to holders of its Capital Stock (other than dividends or
distributions payable in shares of Common Stock), or purchase, redeem or
otherwise acquire or retire for value any of its Capital Stock or any warrants,
rights or options to purchase or acquire Capital Stock or permit any Subsidiary
to purchase, redeem or otherwise acquire or retire for value any of the
Company's Capital Stock or any warrants, rights or options to purchase or
acquire Capital Stock if at the time of any of the aforementioned actions an
Event of Default has occurred and is continuing or would exist immediately after
giving effect to such action.

         Notwithstanding the foregoing, the provisions of this Section 3.6 will
not prevent the payment of any dividend within 60 days after the date of
declaration when the payment would have complied with the foregoing provisions
on the date of declaration.

                                  ARTICLE IV.
                              SUCCESSOR CORPORATION

         SECTION 4.1. WHEN COMPANY MAY MERGE, ETC.

         The Company shall not consolidate with or merge into, or transfer all
or substantially all of its assets to, another Person in any transaction in
which the Company is not the continuing or surviving entity unless (i) the
resulting, surviving or transferee Person (or the parent corporation of such
Person in the case of a triangular merger) is an entity that assumes by
supplemental indenture, in form satisfactory to the Trustee, all the obligations
of the Company under the Notes and this Indenture; (ii) such entity is organized
and existing under the laws of the United States, a State thereof or the
District of Columbia although it in turn may be owned by a foreign entity; (iii)
immediately after giving effect to such transaction no Default or Event of
Default shall have happened and be continuing and the Officers' Certificate
referred to in the following clause reflects that such Officers after due
inquiry are not aware of any such Default or Event of Default that shall have
happened and be continuing, and (iv) the Company shall have delivered to the
Trustee an Officers' Certificate and an Opinion of Counsel, each stating that
such consolidation, merger or transfer and such supplemental indenture comply
with this Indenture, and thereafter all obligations of the Company shall
terminate.


                                       12
<PAGE>

         SECTION 4.2. SUCCESSOR CORPORATION OR TRUST SUBSTITUTED.

         Upon any consolidation or merger, or any transfer of all or
substantially all of the assets of the Company in accordance with Section 4.1,
the successor entity formed by such consolidation or into which the Company is
merged (or the parent company of such successor or surviving entity in the case
of a triangular merger in which the Company is a constituent corporation) or to
which such 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 entity has been named as the Company herein;
the Company shall thereupon be relieved of any further obligation or liability
hereunder or upon the Notes; and the Company as the predecessor corporation may
thereupon or at any time thereafter be dissolved, wound up or liquidated. Such
successor entity thereupon may cause to be signed, and may issue either in its
own name or in the name of American Retirement Corporation, any or all of the
Notes issuable hereunder that theretofore shall not have been signed by the
Company and delivered to the Trustee; and, upon the order of such successor
corporation, instead of the Company, and subject to all the terms, conditions
and limitations in this Indenture prescribed, the Trustee shall authenticate and
shall deliver any Notes that previously shall have been signed and delivered by
the Officers to the Trustee for authentication, and any Notes that such
successor corporation thereafter shall cause to be signed and delivered to the
Trustee for that purpose. All the Notes so issued shall in all respects have the
same legal rank and benefit under this Indenture as the Notes theretofore or
thereafter issued in accordance with the terms of this Indenture as though all
such Notes had been issued at the date of the execution hereof.

                                   ARTICLE V.
                              DEFAULTS AND REMEDIES

         SECTION 5.1. EVENTS OF DEFAULT.

         An "Event of Default", wherever used herein, means any one of the
following events (whatever the reason for such Event of Default and whether it
shall be occasioned by the provisions of Article IX or 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) the Company defaults in the payment of the principal of or
         interest on any Note when the same becomes due and payable at maturity
         or otherwise, and such default continues for five Business Days;

                  (2) the Company fails to comply with any of its other
         covenants, agreements or conditions in the Notes or this Indenture and
         such default continues for the period and after the notice specified in
         the last paragraph of this Section 5.1;

                  (3) there shall be a default under the Series B Notes or the
         Existing Debentures and either (i) such event of default results from
         the failure to pay the Series B Notes or the Existing Debentures at
         maturity or (ii) as a result of such event of default, the maturity of
         the Series B Notes or the Existing Debentures has been accelerated
         prior to their stated maturity and such acceleration shall not be
         rescinded or annulled or the accelerated amount paid within ten days
         after notice to the Company of such acceleration, or the Series B Notes
         or the Existing Debentures, as applicable, having been discharged;



                                       13
<PAGE>

                  (4) the Company pursuant to or within the meaning of any
         Bankruptcy Law:

                           (A) commences a voluntary case or proceeding,

                           (B) consents to the entry of an order for relief
                  against it in an involuntary case or proceeding,

                           (C) consents to the appointment of a Custodian of it
                  or for all or substantially all of its property, or

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

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

                           (A) for relief against the Company in an involuntary
                  case or proceeding,

                           (B) appointing a Custodian of the Company or for all
                  or substantially all of its property, or

                           (C) ordering the liquidation of the Company,

         and the order or decree remains unstayed and in effect for 90 days.

         A default under clause (2) is not an Event of Default until the Trustee
notifies the Company, or the Holders of a majority in principal amount of the
Notes then outstanding notify the Company and the Trustee in writing, of the
default and the Company does not cure the default within 60 days after receipt
of such notice. The notice must specify the default, demand that it be remedied
and state that the notice is a "Notice of Default." The Trustee shall give such
notice to the Company only if directed to do so in writing by the Holders of a
majority in principal amount of the Notes then outstanding. Such notice by the
Trustee shall not be deemed to be a certification by the Trustee as to whether
an Event of Default has occurred.

         SECTION 5.2. ACCELERATION.

         If an Event of Default (other than an Event of Default specified in
Section 5.1(4) or 5.1(5)) occurs and is continuing, the Trustee by notice to the
Company, or the Holders of a majority in principal amount of the Notes then
outstanding by notice to the Company and the Trustee, may declare to be due and
payable immediately the principal amount of the Notes plus accrued interest to
the date of acceleration. Upon any such declaration, such amount shall be due
and payable immediately, and upon payment of such amount all of the Company's
obligations with respect to the Notes, other than obligations under Section 6.7,
shall terminate. If an Event of Default specified in Section 5.1(4) or 5.1(5)
occurs, all unpaid principal and accrued interest on the Notes then outstanding
shall become and be immediately due and payable without any declaration or the
act on the part of the Trustee or any Holder. The Holders of a majority in
principal amount of the outstanding Notes by written notice to the Trustee may
rescind an acceleration and its consequences if (x) all existing Events of
Default, other than the non-payment of the principal of the Notes, which have
become due solely by such declaration of acceleration, have been cured or
waived, (y) to the extent the payment of such interest is lawful,




                                       14
<PAGE>

interest on overdue interest and principal that has become due otherwise than by
such declaration of acceleration, has been paid, and (z) the rescission would
not conflict with any judgment or decree of a court of competent jurisdiction.
The Trustee may rely upon such notice of rescission without any independent
investigation as to the satisfaction of conditions (x), (y) and (z).

         SECTION 5.3. OTHER REMEDIES.

         If an Event of Default occurs and is continuing, the Trustee may pursue
any available remedy by proceeding at law or in equity to collect the payment of
principal of or interest on the Notes or to enforce the performance of any
provision of the Notes or this Indenture.

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

         SECTION 5.4. WAIVER OF DEFAULTS AND EVENTS OF DEFAULT.

         Subject to Section 8.2, the Holders of a majority in principal amount
of the Notes then outstanding, on behalf of all the Noteholders, by written
notice to the Trustee may waive a Default or Event of Default with respect to
the Notes and its consequences. When a Default or Event of Default is waived, it
is considered to be cured and ceases to exist; but no such waiver shall extend
to any subsequent or other Default or impair any right consequent thereon.

         SECTION 5.5. CONTROL BY MAJORITY.

         The Holders of a majority in principal amount of the Notes then
outstanding may direct in writing the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or exercising any trust or
power conferred on it. The Trustee, however, may refuse to follow any direction
that conflicts with law or this Indenture, that the Trustee determines may be
unduly prejudicial to the rights of other Noteholders, it being understood that
(subject to Section 6.1) the Trustee shall have no duty to ascertain whether or
not such actions or forbearances are unduly prejudicial to such Noteholders, or
that may involve the Trustee in personal liability or for which the Trustee does
not have indemnification reasonably satisfactory to the Trustee pursuant to
Sections 6.1(e) and 6.2(f); provided that, the Trustee may take any other action
deemed proper by the Trustee that is not inconsistent with such direction.

         SECTION 5.6. RIGHTS OF HOLDERS TO RECEIVE PAYMENT.

         Subject to Article IX, notwithstanding any other provision of this
Indenture, the right of any Noteholder to receive payment of principal of and
interest on the Note, on or after the maturity date of Note, or to bring suit
for the enforcement of any such payment on or after the maturity date of the
Note, is absolute and unconditional and shall not be impaired or affected
without the consent of the Holder.



                                       15
<PAGE>

         SECTION 5.7. COLLECTION SUIT BY TRUSTEE.

         If an Event of Default in payment of principal or interest specified in
Section 5.1(l) occurs and is continuing, the Trustee may recover judgment in its
own name and as trustee of an express trust against the Company or any other
obligor on the Notes for the whole amount of unpaid principal and accrued
interest remaining unpaid on the Notes, together with interest on overdue
principal and to the extent that payment of such interest is lawful, interest on
overdue interest, in each case at the rate borne by the Notes and such further
amount as shall be sufficient to cover the costs and expenses of collection,
including the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel.

         SECTION 5.8. TRUSTEE MAY FILE PROOFS OF CLAIM.

         The Trustee may file such proofs of claim and other papers or documents
as may be necessary or advisable in order to have the claims of the Trustee
(including any claim for the reasonable compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel) and the Holders of Notes
allowed in any judicial proceedings relative to the Company (or any other
obligor upon the Notes), its creditors or its property and shall be entitled and
empowered to collect and receive any monies or other property payable or
deliverable on any such claims and to distribute the same. Any Custodian in any
such judicial proceeding is hereby authorized by each Noteholder 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 of Notes, to pay to the Trustee
any amount due to it for the reasonable compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel, and any other amounts due
the Trustee under Section 6.7.

         Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Noteholder any plan
of reorganization, arrangement, adjustment or composition affecting the Notes or
the rights of any Holder thereof, or to authorize the Trustee to vote in respect
of the claim of any Noteholder in any such proceedings.

         SECTION 5.9. PRIORITIES.

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

                  FIRST: to the Trustee amounts due under Section 6.7;

                  SECOND: to holders of any Senior Indebtedness as required by
                  Article IX;

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

                  FOURTH: to the Company.

         The Trustee may fix a record date and payment date for any payment to
Holders of Notes pursuant to this Section 5.9.



                                       16
<PAGE>

         SECTION 5.10. UNDERTAKING FOR COSTS.

         In any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted by
it as 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, against any party litigant in the suit, having due regard to
the merits and good faith of the claims or defenses made by the party litigant.
This Section 5.10 does not apply to a suit by the Trustee, a suit by a Holder
pursuant to Section 5.6 or a suit by Holders of more than 10% in principal
amount of the Notes then outstanding or a suit by any holder of Senior
Indebtedness.

         SECTION 5.11. LIMITATION ON SUITS.

         A Noteholder may not pursue any remedy with respect to this Indenture
or the Notes unless:

                  (1) the Holder gives to the Trustee written notice stating
         that an Event of Default is continuing;

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

                  (3) such Holder or Holders offer to the Trustee reasonable
         security or indemnity against any loss, liability or expense
         satisfactory to the Trustee;

                  (4) the Trustee does not comply with the request within 60
         days after receipt of notice, the request and the offer of security or
         indemnity; and

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

         A Noteholder may not use this Indenture to prejudice the rights of any
other Noteholder or to obtain a preference or priority over any other
Noteholder.

                                   ARTICLE VI.
                                     TRUSTEE

         SECTION 6.1. DUTIES OF TRUSTEE.

         (a) The duties and responsibilities of the Trustee shall be as provided
by the TIA. If an Event of Default has occurred and is continuing, the Trustee
shall exercise its rights and powers vested in it by this Indenture and use the
same degree of care and skill in their exercise as a prudent Person would
exercise or use under the circumstances in the conduct of his own affairs.

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

                  (1) The Trustee need perform only those duties that are
         specifically set forth in this Indenture, and the Trustee shall not be
         liable except for the performance of such



                                       17
<PAGE>

         duties as are specifically set forth in this Indenture, and no others,
         and no implied covenants or obligation shall be read into this
         Indenture against the Trustee.

                  (2) In the absence of bad faith on its part, the Trustee may
         conclusively rely, as to the truth of the statements and the
         correctness of the opinions expressed therein, upon any statements,
         certificates or opinions furnished to the Trustee and conforming to the
         requirements of this Indenture. The Trustee, however, in the case of
         any such statements, certificates or opinions that by any provision
         hereof are specifically required to be furnished to the Trustee, shall
         examine the statements, certificates and opinions to determine whether
         or not they conform to the requirements of this Indenture.

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

                  (1) This paragraph does not limit the effect of paragraph (2)
         of this Section 6.1.

                  (2) The Trustee shall not be liable for any error in judgment
         made in good faith by a Trust Officer, unless it is proved that the
         Trustee was negligent in ascertaining the pertinent facts.

                  (3) The Trustee shall not be liable with respect to any action
         it takes or omits to take in good faith in accordance with a direction
         received by it pursuant to Section 5.5.

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

         (d) Every provision of this Indenture that in any way relates to the
Trustee is subject to paragraphs (a), (b) and (c) of this Section 6.1 and
subject to Sections 315 and 316 of the TIA.

         (e) Subject to subsection (c), the Trustee may refuse to perform any
duty or exercise any right or power unless, subject to the provisions of the
TIA, it receives indemnity satisfactory to it against any loss, liability,
expense or fee.

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

         SECTION 6.2. RIGHTS OF TRUSTEE.

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

         (b) Before the Trustee acts or refrains from acting, it may require an
Officers' Certificate or an Opinion of Counsel, or both, which shall conform to
Section 10.5. The Trustee




                                       18
<PAGE>

shall not be liable for any action it takes or omits to take in good faith in
reliance on such Officers' Certificate or Opinion of Counsel.

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

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

         (e) The Trustee may consult with counsel of its choice and the written
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 the Trustee hereunder in good faith and reliance thereon.

         (f) The Trustee shall be under no obligation to exercise any of the
rights or powers vested in it by this Indenture at the request or direction of
any of the Holders of Notes 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 that might be
incurred by it in compliance with such request or direction.

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

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

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


         SECTION 6.3. INDIVIDUAL RIGHTS OF TRUSTEE.

         The Trustee in its individual or any other capacity may become the
owner or pledgee of Notes and may otherwise deal with the Company or its
Affiliates with the same rights it would have if it were not Trustee. Any Agent
may do the same with like rights. The Trustee, however, is subject to Sections
6.10 and 6.11.

         SECTION 6.4. TRUSTEE'S DISCLAIMER.

         The Trustee makes no representation as to the validity or adequacy of
this Indenture or the Notes, it shall not be responsible for the use or
application of any money received by any Paying Agent other than the Trustee and
it shall not be responsible for any statement of the Company in the Indenture or
any statement in the Notes other than its certificate of authentication or in
any document used in connection with the issuance of the Notes other than any
statement in writing provided by the Trustee expressly for use in such document.



                                       19
<PAGE>

         SECTION 6.5. NOTICE OF DEFAULTS.

         If a Default or Event of Default occurs and is continuing and if it is
actually known to the Trustee, the Trustee shall mail to each Holder of Notes
notice of the Default or Event of Default within 90 days after it becomes known
to the Trustee. Except in the case of a default in payment of principal of or
interest on any Note, the Trustee may withhold the notice if and so long as a
committee of its Trust Officers in good faith determines that withholding the
notice is in the interests of Holders of Notes. Notwithstanding anything to the
contrary expressed in this Indenture, the Trustee shall not be deemed to have
knowledge of any Event of Default hereunder unless and until a Trust Officer
shall have actual knowledge thereof, or shall have received written notice
thereof from the Company at its principal Corporate Trust Office as specified in
Section 10.2. The Trustee shall not be deemed to have actual knowledge of an
Event of Default hereunder, except in the case of an Event of Default under
Section 5.1(1) (provided that the Trustee is the Paying Agent), until a Trust
Officer receives written notice thereof from the Company or any Noteholder that
such a Default or an Event of Default has occurred.

         SECTION 6.6. REPORTS BY TRUSTEE TO HOLDERS.

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

         (b) A copy of each report at the time of its mailing to the Noteholders
will be mailed by the Trustee to the Company and filed by the Trustee with the
Commission and each stock exchange on which the Notes are listed in accordance
with TIA ss. 313(d). The Company will promptly notify the Trustee when the Notes
are listed on any stock exchange.

         SECTION 6.7. COMPENSATION AND INDEMNITY.

         The Company shall pay to the Trustee from time to time, and the Trustee
shall be entitled to, reasonable compensation for its services hereunder (which
compensation shall not be limited by any provision of law in regard to the
compensation of a trustee of an express trust). The Company shall reimburse the
Trustee upon request for all reasonable disbursements, expenses and advances
incurred or made by it. Such expenses may include, but shall not be limited to,
the reasonable compensation, disbursements and expenses of the Trustee's agents,
consultants and counsel.

         The Company shall indemnify the Trustee and its officers, directors,
shareholders, agents and employees for, and hold them harmless against, any loss
or liability incurred by any of them in connection with the acceptance or
administration of the Trustee's duties and the exercise of its rights and powers
under this Indenture or any Note, including (whether asserted by any Noteholder,
the Company or any other Person) the costs and expenses of defending themselves
against any claim or liability in connection with the Notes or the exercise or
performance of any of the Trustee's rights, powers or duties hereunder. The
Trustee and its officers, directors, shareholders, agents and employees in its
capacity as Paying Agent, Registrar, Notes Custodian and agent for service of
notices and demands shall have the full benefit of the foregoing





                                       20
<PAGE>

indemnity as well as all other benefits, rights, and privileges accorded to the
Trustee in this Indenture when acting in such other capacity. The Trustee shall
notify the Company promptly of any claim asserted against the Trustee for which
it may seek indemnity; provided, however, that any failure to so notify the
Company shall not relieve the Company of its indemnity obligations hereunder
except to the extent the Company's ability to defend such claim shall be
materially prejudiced thereby. The Company may elect by written notice to the
Trustee to assume the defense of any such claim at the Company's expense with
counsel reasonably satisfactory to the Trustee; provided, however, that if the
Trustee is advised by its selected counsel that the interests of the Company and
the Trustee conflict or may conflict, the Trustee shall have the right to retain
separate counsel at the expense of the Company.

         The Company need not reimburse the Trustee for any expense or indemnify
against any loss or liability incurred by it through the Trustee's negligence or
willful misconduct. The Company shall not be liable for any settlement of any
claim or action effected without the Company's consent, which consent shall not
be unreasonably withheld.

         To secure the Company's payment obligations to the Trustee pursuant to
this Article VI and all other obligations of the Company to the Trustee pursuant
to this Indenture, including all fees, expenses, and rights to indemnification,
the Trustee shall have a first priority lien on all money or property held or
collected by the Trustee. Such lien shall survive the satisfaction and discharge
of the Indenture and the resignation or removal of the Trustee. The Trustee's
right to receive payment of any amounts due under this Indenture shall not be
subordinate to any other indebtedness of the Company and the Notes shall be
subordinate to the Trustee's rights to receive such payments.

         When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 5.1 occurs, the expenses and the compensation for
the services are intended to constitute expenses of administration under any
applicable bankruptcy or comparable law.

         The provisions of this Section shall survive termination of this
Indenture.

         SECTION 6.8. REPLACEMENT OF TRUSTEE.

         A resignation or removal of the Trustee and appointment of a successor
Trustee shall become effective only upon the successor Trustee's acceptance of
appointment as provided in this Section 6.8.

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

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

                  (2) the Trustee is adjudged a bankrupt or an insolvent;

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



                                       21
<PAGE>

                  (4) the Trustee otherwise becomes incapable of acting.

         If the Trustee resigns or is removed or if a vacancy exists in the
office of Trustee for any reason, the Company shall promptly appoint a successor
Trustee.

         If a successor Trustee does not take office within 45 days after the
retiring Trustee resigns or is removed, the retiring Trustee, the Company or the
Holders of a majority in principal amount of the Notes then outstanding may
petition any court of competent jurisdiction for the appointment of a successor
Trustee.

         If the Trustee fails to comply with Section 6.10, any Noteholder may
petition any court of competent jurisdiction for the removal of the Trustee and
the appointment of a successor Trustee.

         A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Immediately after that,
the retiring Trustee shall, upon payment of its fees and expenses, transfer all
property held by it as Trustee to the successor Trustee, subject to the lien
provided for in Section 6.7, the resignation or removal of the retiring Trustee
shall become effective, and the successor Trustee shall have all the rights,
powers and duties of the Trustee under this Indenture. Notwithstanding the
replacement of the Trustee pursuant to this Section 6.8, the Company's
obligations under Section 6.7 shall continue for the benefit of the retiring
Trustee with respect to expenses and liabilities incurred by it and compensation
earned by it prior to such replacement or otherwise or the Indenture. A
successor Trustee shall mail notice of its succession to each Holder of Notes.

         SECTION 6.9. SUCCESSOR TRUSTEE BY MERGER, ETC.

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

         SECTION 6.10. ELIGIBILITY; DISQUALIFICATION.

         This Indenture shall always have a Trustee who satisfies the
requirements of TIA ss. 310(a)(1). The Trustee shall have a combined capital and
surplus of at least $150,000 as set forth in its most recent published annual
report of condition. The Trustee shall comply with TIA ss. 310(b), including the
optional provision permitted by the second sentence of TIA ss. 310(b)(9).

         SECTION 6.11. PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

         The Trustee is subject to TIA ss. 311(a), excluding any creditor
relationship listed in TIA ss. 311(b). A Trustee who has resigned or been
removed shall be subject to TIA ss. 311(a) to the extent indicated therein.

                                  ARTICLE VII.
                     SATISFACTION AND DISCHARGE OF INDENTURE

         SECTION 7.1. SATISFACTION, DISCHARGE AND DEFEASANCE OF THE NOTES.

         The Company shall be deemed to have paid and discharged the entire
indebtedness on the Notes after the date of the deposit referred to in paragraph
(1) below, the provisions of this





                                       22
<PAGE>

Indenture shall no longer be in effect in respect of the Notes, and the Trustee,
on demand and at the expense of the Company, shall execute proper instruments
acknowledging satisfaction and discharge of such indebtedness; provided that the
following conditions shall have been satisfied:

                  (1) the Company has deposited or caused to be deposited with
         the Trustee irrevocably as trust funds in trust, specifically pledged
         as security for, and dedicated solely to, the benefit of the Holders of
         the Notes, with reference to this Section 7.1, (a) money or (b) U.S.
         Government Obligations or (c) a combination thereof, sufficient, in the
         opinion of a nationally recognized firm of independent public
         accountants expressed in a written certification thereof delivered to
         the Trustee, to pay and discharge the entire indebtedness on all the
         Notes for principal and interest to the maturity date of the Notes as
         such principal or interest becomes due and payable in accordance with
         the terms of this Indenture and the Notes;

                  (2) the Company has paid or caused to be paid all other sums
         payable hereunder by the Company in connection with all of the Notes,
         including all fees and expenses of the Trustee; and

                  (3) the Company has delivered to the Trustee an Opinion of
         Counsel and an Officers' Certificate, each stating that all conditions
         precedent herein provided for relating to the satisfaction and
         discharge of the entire Indebtedness on the Notes and the discharge of
         this Indenture and the termination of the Company's obligations
         hereunder have been complied with.

         "U.S. Government Obligations" means direct, non-callable obligations
of, or non-callable obligations guaranteed by, the United States of America for
the timely payment of which obligation or guarantee the full faith and credit of
the United States of America is pledged.

         SECTION 7.2. SATISFACTION AND DISCHARGE OF INDENTURE.

         In addition to its rights under Section 7.1, the Company may terminate
all of its obligations under this Indenture when:

                  (1) all of the Notes theretofore authenticated and delivered
         (other than (a) Notes that have been destroyed, lost or stolen and that
         have been replaced or paid as provided in Section 2.6 hereof and (b)
         Notes for whose payment money has theretofore been deposited with the
         Trustee or the Paying Agent 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 2.4 and Section 7.6 hereof) have
         been delivered to the Trustee for cancellation; and

                  (2) the Company has paid or caused to be paid all other sums
         payable hereunder by the Company in connection with the outstanding
         Notes, including all fees and expenses of the Trustee.

         SECTION 7.3. SURVIVAL OF CERTAIN OBLIGATIONS.

         Notwithstanding the satisfaction and discharge of this Indenture
pursuant to Section 7.1, the respective obligations of the Company specified in
Sections 2.3, 2.4, 2.5, 2.6, 2.10, 3.1, 6.7,




                                       23
<PAGE>

7.5, 7.6 and 7.7 shall survive until the Notes are no longer outstanding, and
after the Notes are no longer outstanding, or upon compliance with Section 7.2,
only the obligations of the Company in such Sections 6.7 and 7.6 shall survive.
Nothing contained in this Article VII shall abrogate any of the obligations or
duties of the Trustee under this Indenture.

         SECTION 7.4. APPLICATION OF TRUST MONEY.

         (a) Subject to the provisions of Section 7.6, all money and U.S.
Government Obligations deposited with the Trustee for the Notes pursuant to
Section 7.1 or Section 7.2, and all money received by the Trustee in respect of
U.S. Government Obligations deposited with the Trustee for the Notes pursuant to
Section 7.1 or Section 7.2 shall be held in trust and reinvested by the Trustee
in (a) U.S. Government Obligations or (b) beneficial interests in one or more
mutual funds that invest solely in U.S. Government Obligations and that are
rated in the highest applicable rating category by a nationally-recognized
statistical rating organization in accordance with the Company's written
instructions and applied by the Trustee in accordance with the provisions of the
Notes and this Indenture, to the payment, either directly or through any Paying
Agent (including the Company or any Subsidiary acting as Paying Agent) as the
Trustee may determine, to the Persons entitled thereto, of the principal and
interest on the Notes; but such money need not be segregated from other funds
except to the extent required by law. Money and U.S. Government Obligations so
held in Trust are not subject to the subordination provisions of Article IX.

         (b) The Trustee shall deliver or pay to the Company from time to time
upon the Company's written request any U.S. Government Obligations or money held
by it as provided in Section 7.1 or Section 7.2 that, in the written opinion of
a nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, are then in excess of
the amount thereof that then would have been required to be deposited for the
purpose for which such U.S. Government Obligations, or money, were deposited or
received.

         (c) The Company shall pay and indemnify the Trustee against any tax,
fee or other charge imposed or assessed against the Trustee with respect to the
money deposited with the Trustee pursuant to Section 7.4 hereof.

         SECTION 7.5. PAYING AGENT TO REPAY MONIES HELD.

         Upon the satisfaction and discharge of this Indenture, all monies then
held by any Paying Agent under the provisions of this Indenture shall, upon
written demand of the Company, be repaid to it or paid to the Trustee, and
thereupon such Paying Agent shall be released from all further liability with
respect to such monies.

         SECTION 7.6. RETURN OF UNCLAIMED MONIES.

         Any monies deposited with or paid to the Trustee or any Paying Agent
for the Notes, or then held by the Company in trust, for the payment of any
principal and interest on the Notes and not applied but remaining unclaimed by
the Holders of the Notes for two years after the date upon which the principal
of, premium and interest on the Notes, as the case may be, shall have become due
and payable, shall, unless otherwise required by mandatory provisions of
applicable escheat or abandoned or unclaimed property law, be repaid to the
Company by such Trustee or




                                       24
<PAGE>

any Paying Agent on written demand by the Company or (if then held by the
Company or any Affiliate) shall be discharged from such trust; and the Holders
of the Notes entitled to receive such payment shall thereafter look only to the
Company for the payment thereof; provided, however, that, before being required
to make any such repayment, the Trustee may, or shall at the written request of
the Company, at the expense of the Company, cause to be published once in an
authorized newspaper in the same city in which the place of payment with respect
to the Notes shall be located and in an authorized newspaper in the City of New
York, or mail to each such Holder, a notice (in such form as may be deemed
appropriate by the Trustee) that said monies remain unclaimed and that, after a
date named therein, any unclaimed balance of said monies then remaining will be
returned to the Company.

         SECTION 7.7. REINSTATEMENT.

         If the Trustee or Paying Agent is unable to apply any money or U.S.
Government Obligations in accordance with Section 7.1 by reason of any legal
proceeding or by reason of any order or judgment of any court or governmental
authority enjoining, restraining or otherwise prohibiting such application, the
Company's obligations under this Indenture and the Notes shall be revived and
reinstated as though no deposit had occurred pursuant to Section 7.1 until such
time as the Trustee or Paying Agent is permitted to apply all such money or U.S.
Government Obligations in accordance with Section 7.4; provided, however, that
if the Company has made any payment of principal of or interest on the Notes
because of the reinstatement of its obligations, the Company shall be subrogated
to the rights of the Holders of such Notes to receive such payment from the
money or U.S. Government Obligations held by the Trustee or Paying Agent.

         SECTION 7.8. INDEMNITY FOR GOVERNMENT OBLIGATIONS.

         The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against U.S. Government Obligations
deposited with the Trustee pursuant hereto or the principal and interest
received on such U.S. Government Obligations.

                                 ARTICLE VIII.
                             AMENDMENTS AND WAIVERS

         SECTION 8.1. AMENDMENTS AND WAIVERS WITHOUT CONSENT OF HOLDERS.

         The Company, when authorized by Board Resolution, and the Trustee at
any time and from time to time may amend or supplement this Indenture or the
Notes (any such amendment or supplement to be in a form satisfactory to the
Trustee) without notice to or consent of any Noteholder for any of the following
purposes:

                  (1) to comply with Section 4.1; or

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

                  (3) to cure any ambiguity, defect or inconsistency, or to make
         any other change that does not adversely affect the interests of the
         Holders of Notes in any material respect; or



                                       25
<PAGE>

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

                  (5) to add any Event of Default.

         The Trustee shall be entitled to receive upon request an Opinion of
Counsel to its satisfaction with respect to any supplement to this Indenture
without consent of the Holders that all conditions precedent have been
satisfied.

         SECTION 8.2. AMENDMENTS AND WAIVERS WITH CONSENT OF HOLDERS.

         With the written consent of the Holders of not less than 66 2/3% in
aggregate principal amount of the Notes at the time outstanding, the Company,
when authorized by Board Resolution, and the Trustee may amend or supplement
this Indenture (any such amendment or supplement to be in a form satisfactory to
the Trustee) or the Notes for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Indenture or
of any supplemental indenture or of modifying in any manner the rights of the
Holders of the Notes. The Holders of a majority in principal amount of the Notes
then outstanding may waive compliance in a particular instance by the Company
with any provision of this Indenture or the Notes without notice to any
Noteholder. Subject to Section 8.4, without the consent of each Holder of Notes
affected, however, an amendment, supplement or waiver, including a waiver
pursuant to Section 5.4, may not:

                  (1) reduce the amount of Notes whose Holders must consent to
         an amendment or waiver;

                  (2) reduce the rate of or extend the time for payment of
         interest on any Note;

                  (3) reduce the principal of or extend the fixed maturity of
         any Note;

                  (4) waive (except unless theretofore cured) a default in the
         payment of the principal of or interest on any Note;

                  (5) make any Note payable in currency other than that stated
         in the Note;

                  (6) make any change in Sections 5.4, 5.6 or 8.2;

                  (7) make any change in Article IX that adversely affects the
         rights of any Noteholder.

         To secure a consent of the Holders under this Section, it shall not be
necessary for the Holders to approve the particular form of any proposed
amendment or waiver; rather, it shall be sufficient if such consent approves the
substance thereof.

         After an amendment under this Section becomes effective, the Company
shall mail to Noteholders a notice briefly describing such amendment.



                                       26
<PAGE>

         SECTION 8.3. COMPLIANCE WITH TRUST INDENTURE ACT.

         Every amendment or supplement to this Indenture or the Notes shall
comply with the TIA as then in effect.

         SECTION 8.4. REVOCATION AND EFFECT OF CONSENTS.

         Subject to this Indenture, each amendment, supplement or waiver
evidencing other action shall become effective in accordance with its terms.
Until an amendment, supplement or waiver becomes effective, a consent to it by a
Holder of a Note is a continuing consent by the Holder even if notation of the
consent is not made on any Note. Any such Holder or subsequent Holder, however,
may revoke the consent as to his Note or portion of a Note, if the Trustee
receives the notice of revocation before the date the amendment, waiver or other
action becomes effective.

         The Company may, but shall not be obligated to, fix a record date for
the purpose of determining the Holders entitled to consent to any amendment,
supplement or waiver. If a record date is fixed, then notwithstanding the
provisions of the immediately preceding paragraph, those Persons who were
Holders at such record date (or their duly designated proxies) and only those
Persons, shall be entitled to consent to such amendment, supplement or waiver or
to revoke any consent previously given, whether or not such Persons continue to
be Holders after such record date. No consent shall be valid or effective for
more than 90 days after such record date unless consent from Holders of the
principal amount of Notes then outstanding required hereunder for such
amendment, supplement or waiver to be effective shall have also been given and
not revoked within such 90-day period.

         After an amendment, waiver or other action becomes effective, pursuant
to Section 8.1 or Section 8.2, as the case may be, it shall bind every Holder of
a Note.

         SECTION 8.5. NOTATION ON OR EXCHANGE OF NOTES.

         If an amendment, supplement or waiver changes the terms of a Note, the
Trustee may request the Holder of the Note to deliver it to the Trustee. The
Trustee may place an appropriate notation on the Note about the changed terms
and return it to the Holder. Alternatively, if the Company or the Trustee so
determine, the Company in exchange for the Note shall issue and upon Company
Order the Trustee shall authenticate a new Note that reflects the changed terms,
the cost and expense of which will be borne by the Company. Any failure to make
the appropriate notation or to issue a new Note shall not affect the validity of
such amendment, supplement or waiver.

         SECTION 8.6. TRUSTEE TO SIGN AMENDMENTS, ETC.

         The Trustee need not sign any amendment that adversely affects its
rights or interests, as determined by the Trustee in its sole discretion. In
signing or refusing to sign any amendment the Trustee shall be entitled to
receive and shall be fully protected in relying upon, an Opinion of Counsel
stating that such amendment is authorized or permitted by this Indenture or not
authorized or permitted by this Indenture, as the case may be. The Company may
not sign an amendment until authorized by its Board of Directors.



                                       27
<PAGE>

                                  ARTICLE IX.
                            SUBORDINATION; SENIORITY

         SECTION 9.1. NOTES SUBORDINATED TO SENIOR INDEBTEDNESS.

         (a) The Company agrees, and each Holder of the Notes by his acceptance
thereof likewise agrees, that the payment of the principal of and interest on
the Notes (all of the foregoing, a "Payment or Distribution") is subordinated
and junior in right of payment, except as provided in Section 7.1, to the extent
and in the manner provided in this Article IX, to the prior payment in full in
cash of all Senior Indebtedness whether outstanding on the date hereof or
hereafter created, incurred, assumed or guaranteed.

         A Payment or Distribution shall include any asset of any kind or
character, and may consist of cash, securities or other property, by set-off or
otherwise, and shall include, without limitation, any purchase or other
acquisition of Notes or the making of any deposit of funds or securities
pursuant to this Indenture (including, without limitation, any deposit pursuant
to Article VII hereof).

         (b) The Senior Indebtedness of the Company shall continue to be Senior
Indebtedness and entitled to the benefit of these subordination provisions
irrespective of any amendment, modification or waiver of any term of any
instrument relating to refinancing of the Senior Indebtedness. There shall be no
limit on the amount of Senior Indebtedness that the Company may incur.

         (c) All the provisions of this Indenture and the Notes shall be subject
to the provisions of this Article IX so far as they may be applicable thereto,
except that nothing in this Article IX shall apply to claims for, or payments
to, the Trustee under or pursuant to Article VI of this Indenture.

         (d) No right of any holder of any Senior Indebtedness to enforce
subordination as herein provided shall at any time or in any way be affected or
impaired by any failure to act on the part of the Company, any Paying Agent, the
Holders of the Notes, the Trustee or the holders of the Senior Indebtedness, or
by any noncompliance by the Company, any Paying Agent, the Holders of the Notes
or the Trustee with any of the terms, provisions and covenants of the Notes or
this Indenture, regardless of any knowledge thereof that any such holder of
Senior Indebtedness may have or be otherwise charged with.

         SECTION 9.2. COMPANY NOT TO MAKE PAYMENTS WITH RESPECT TO NOTES IN
CERTAIN CIRCUMSTANCES.

         No Payment or Distribution shall be made by the Company, the Trustee or
any Paying Agent on account of principal of or interest on the Notes, whether
upon stated maturity or acceleration, or otherwise, or on account of the
purchase or other acquisition of Notes, whether upon stated maturity or
acceleration, or otherwise, if there shall have occurred and be continuing a
default with respect to any Senior Indebtedness permitting the acceleration
thereof or with respect to the payment of any Senior Indebtedness and (a) such
default is the subject of a judicial proceeding or (b) written notice of such
default has been given to the Company by any holder or holders of any Senior
Indebtedness, unless and until such default or event of default shall have been
cured or waived or shall have ceased to exist.



                                       28
<PAGE>

         Upon any acceleration of the principal of the Notes or any payment by
the Company or distribution of assets of the Company of any kind or character,
whether in cash, property or securities, to creditors upon any dissolution or
winding up or liquidation or reorganization of the Company, whether voluntary or
involuntary, or in bankruptcy, insolvency, receivership or other proceedings,
all amounts due or to become due upon all Senior Indebtedness shall first be
paid in full in cash, or payment thereof provided for to the satisfaction of the
holders thereof, before any Payment or Distribution is made on account of the
principal of or interest on the Notes; and (subject to the power of a court of
competent jurisdiction to make other equitable provision, which shall have been
determined by such court to give effect to the rights conferred in this Article
upon the Senior Indebtedness and the holders thereof with respect to the Notes
or the Holders thereof or the Trustee, by a lawful plan of reorganization or
readjustment under applicable law) upon any such dissolution or winding up or
liquidation or reorganization, any Payment or Distribution by the Company or
distribution of assets of the Company of any kind or character, whether in cash,
property or securities (other than securities of the Company as reorganized or
readjusted or securities of the Company or any other company, trust or
corporation provided for by a plan of reorganization or readjustment, the
payment of which is junior or otherwise subordinate, at least to the extent
provided in this Article IX with respect to the Notes to the payment of all
Senior Indebtedness at the time outstanding and to the payment of all securities
issued in exchange therefor to the holders of the Senior Indebtedness at the
time outstanding, and the rights of the holders of Senior Indebtedness of the
Company are not altered by such plan of reorganization or readjustment), to
which the Holders of the Notes or the Trustee would be entitled except for the
provisions of this Article IX, shall be paid by the Company or by any receiver,
trustee in bankruptcy, liquidating trustee, agent or other Person making such
Payment or Distribution directly to the holders of Senior Indebtedness of the
Company or their representative or representatives, or to the trustee or
trustees under any indenture pursuant to which any instruments evidencing any
Senior Indebtedness may have been issued, as their respective interests may
appear, to the extent necessary to pay all Senior Indebtedness in full in cash,
after giving effect to any concurrent payment or distribution to or for the
holders of Senior Indebtedness, before any Payment or Distribution is made to
the Holders of the Notes or to the Trustee, except that the Trustee will have a
first priority lien for the payment of its fees, expenses and any right to
indemnity provided for herein.

         In the event that, notwithstanding the foregoing, any Payment or
Distribution by the Company of any kind or character, (whether such payment
shall be in cash, property or securities) that is prohibited by the foregoing,
shall have been made to the Trustee or the Holders of the Notes before all
Senior Indebtedness is paid in full in cash, or provision is made for such
payment to the satisfaction of the holders thereof, and if such fact shall then
have been or thereafter be made known to a Trust Officer of the Trustee or, as
the case may be, such Holder, then and in such event such Payment or
Distribution shall be paid over by the Trustee (if the Notice required by
Section 9.5 has been timely received by the Trustee) or such Holder or delivered
to the holders of Senior Indebtedness or their representative or
representatives, or to the trustee or trustees under any indenture pursuant to
which any instruments evidencing any Senior Indebtedness may have been issued,
as their respective interests may appear, for application to the payment of all
Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior
Indebtedness in full in cash, after giving effect to any concurrent Payment or
Distribution to or for the holders of such Senior Indebtedness, and, until so
delivered, the same shall be held in trust by any Holder of a Note as the
property of the holders of Senior Indebtedness.



                                       29
<PAGE>

         The consolidation of the Company with, or the merger of the Company
into, another Person or the liquidation or dissolution of the Company following
the conveyance or transfer of its property as an entirety, or substantially as
an entirety, to another corporation upon the terms and conditions provided in
Article IV shall not be deemed a dissolution, winding up, liquidation or
reorganization for the purposes of this Section 9.2 if such other Person shall,
as a part of such consolidation, merger, conveyance or transfer, comply with the
conditions stated in Article IV. Nothing in this Section shall apply to claims
of, or payments to, the Trustee under or pursuant to Section 6.7.

         The holders of Senior Indebtedness may, at any time and from time to
time, without the consent of or notice to the Holders of the Notes, without
incurring responsibility to the Holders of the Notes and without impairing or
releasing the obligations of the Holders of the Notes hereunder to the holders
of Senior Indebtedness: (i) change the manner, place or terms of payment or
change or extend the time of payment of, or renew or alter, Senior Indebtedness,
or otherwise amend in any manner Senior Indebtedness or any instrument
evidencing the same or any agreement under which Senior Indebtedness is
outstanding; (ii) sell, exchange, release or otherwise deal with any property
pledged, mortgaged or otherwise securing Senior Indebtedness; (iii) release any
Person liable in any manner for the collection of Senior Indebtedness; (iv)
apply any amounts received to any liability of the Company owing to holders of
Senior Indebtedness; and/or (v) exercise or refrain from exercising any rights
against the Company and any other Person.

         SECTION 9.3. SUBROGATION OF NOTES.

         Subject to the payment in full in cash of all amounts then due (whether
by acceleration of the maturity thereof or otherwise) on account of all Senior
Indebtedness at the time outstanding, the Holders of the Notes 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 the Senior Indebtedness until the principal of and interest on the
Notes shall be paid in full; and, for the purposes of such subrogation, no
Payments or Distributions to the holders of Senior Indebtedness to which the
Holders of the Notes would be entitled except for the provisions of this Article
IX, and no payments pursuant to the provisions of this Article IX to the holders
of Senior Indebtedness by Holders of the Notes, shall, as between the Company,
the Company's creditors other than holders of Senior Indebtedness, and the
Holders of the Notes, be deemed to be a payment by the Company to or on account
of the Senior Indebtedness. It is understood that the provisions of this Article
IX are and are intended solely for the purpose of defining the relative rights
of the Holders of the Notes, on the one hand, and the holders of Senior
Indebtedness, on the other hand.

         Nothing contained in this Article IX or elsewhere in this Indenture or
in the Notes is intended to or shall impair, as among the Company, its creditors
other than the holders of Senior Indebtedness, and the Holders of the Notes, the
obligation of the Company, which is absolute and unconditional, to pay to the
Holders of the Notes the principal of and interest on the Notes as and when the
same shall become due and payable in accordance with their terms, or is intended
to or shall affect the relative rights of the Holders of the Notes and creditors
of the Company other than the holders of Senior Indebtedness, nor shall anything
herein or therein prevent the Trustee or the Holder of any Note from exercising
all remedies otherwise permitted by applicable law upon default under this
Indenture, subject to the rights, if any, under this Article




                                       30
<PAGE>

IX 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 IX, the Trustee, subject to the provisions of Section 6.1, and
the Holders of the Notes shall be entitled to rely upon any order or decree made
by any court of competent jurisdiction in which any dissolution, winding up,
liquidation or reorganization proceedings are pending, or certificate of the
receiver, trustee in bankruptcy, liquidating trustee, agent or other Person
making such payment or distribution, delivered to the Trustee or to the Holders
of the Notes, 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 IX.

         SECTION 9.4. AUTHORIZATION BY HOLDERS OF NOTES.

         Each holder of a Note by his acceptance thereof authorizes and directs
the Trustee on his behalf to take such action as it believes is necessary or
appropriate to effectuate, as between the Holder of the Note and the holders of
Senior Indebtedness, the subordination provided in this Article IX and appoints
the Trustee his attorney-in-fact for any and all such purposes including,
without limitation, to execute, verify, deliver and file any proofs of claim
that any holder of Senior Indebtedness may at any time require in order to prove
and realize upon any rights or claims pertaining to the Notes and to effectuate
the full benefit of the subordination contained herein. If the Trustee shall
fail to do so prior to 30 days prior to the expiration of the period for filing
such claims, any such holder of Senior Indebtedness shall be deemed to be
irrevocably appointed the agent and attorney-in-fact of the Holder to execute,
verify, deliver and file any such proofs of claim; provided, that no holder of
Senior Indebtedness shall incur any liability for any failure to exercise its
right to file any such proofs of claim.

         SECTION 9.5. NOTICES TO TRUSTEE.

         The Company shall give prompt written notice to the Trustee of any fact
known to it that would prohibit the making of any payment of moneys to or by the
Trustee in respect of the Notes pursuant to the provisions of this Article IX.
Notwithstanding the provisions of this Article IX or any other provision of this
Indenture, the Trustee shall not be charged with knowledge of the existence of
any facts that would prohibit the making of any payment of moneys to or by the
Trustee in respect of the Notes pursuant to the provisions of this Article IX
unless and until a Trust Officer of the Trustee shall have received at its
Corporate Trust Office written notice thereof from the Company or a holder or
holders of Senior Indebtedness or from any trustee or agent therefor; and, prior
to the receipt of any such written notice, the Trustee, subject to the
provisions of Section 6.1, shall be entitled in all respects to assume that no
such facts exist; provided, however, that if a Trust Officer of the Trustee
shall not have received at least three 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 the principal of or interest on
any Note) with respect to such moneys the notice provided for in this Section
9.5, then, anything herein contained to the contrary notwithstanding, the
Trustee shall have the 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 that may be received by it within three
Business Days prior to such date or at any time thereafter.



                                       31
<PAGE>

         The Trustee shall be entitled to rely conclusively 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
notice has been given by a holder of Senior Indebtedness or a trustee or agent
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 IX, 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 IX, 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 9.6. TRUSTEE'S RELATION TO SENIOR INDEBTEDNESS.

         The Trustee in its individual capacity shall be entitled to all the
rights set forth in this Article IX 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 6.11 or elsewhere in this Indenture shall deprive the
Trustee of any of its rights as such holder.

         With respect to the holders of Senior Indebtedness, the Trustee
undertakes to perform or to observe only such of its covenants and obligations
as are specifically set forth in this Article IX, and no implied covenants or
obligations with respect to the holders of Senior Indebtedness shall be read
into this Indenture against the Trustee. The Trustee and Paying Agent shall not
owe any duty to the holders of Senior Indebtedness and shall not be liable to
any such holder or representative if any sums are paid over or distributed to
Holders of the Notes or the Company or any other Person money or assets to which
any holder of Senior Indebtedness shall be entitled by virtue of this Article IX
or otherwise.

         SECTION 9.7. NO IMPAIRMENT OF SUBORDINATION.

         No right of any present or future holder of any Senior Indebtedness to
enforce subordination as herein provided shall at any time in any way be
prejudiced or impaired by any act or failure to act on the part of the Company,
the Trustee or the Holder of any of the Notes or by any act, or failure to act,
in good faith, by any such holder of Senior Indebtedness, or by any
noncompliance by the Company, the Trustee or the Holder of any of the Notes with
the terms, provisions and covenants of this Indenture, regardless of any
knowledge thereof that any such holder may have or otherwise be charged with.

         SECTION 9.8. ARTICLE IX NOT TO PREVENT EVENTS OF DEFAULT.

         The failure to make a payment on account of principal of or interest on
the Notes by reason of any provision in this Article IX shall not be construed
as preventing the occurrence of an Event of Default with respect to such Notes
under Section 5.1.

         SECTION 9.9. PAYING AGENTS OTHER THAN THE TRUSTEE.

         In any case at any time any Paying Agent other than the Trustee shall
have been appointed by the Company and be then acting hereunder, the term
"Trustee" as used in this




                                       32
<PAGE>

Article IX shall in such case (unless the context shall otherwise require) be
construed as extending to and including such Paying Agent within its meaning as
fully for all intents and purposes as if such Paying Agent were named in this
Article IX in addition to or in place of the Trustee.

         SECTION 9.10. NOTES SENIOR TO SUBORDINATED INDEBTEDNESS.

         The indebtedness represented by the Notes will be senior and prior in
right of payment to all Subordinated Indebtedness, to the extent and in the
manner provided in such Subordinated Indebtedness.

                                   ARTICLE X.
                                  MISCELLANEOUS

         SECTION 10.1. TRUST INDENTURE ACT CONTROLS.

         If any provision of this Indenture limits, qualifies or conflicts with
another provision that is required to be included in this Indenture by the TIA,
the required provisions shall control. The provisions of TIA Sections 310
through 317 that impose duties on any Person (including the provisions
automatically deemed included herein unless expressly excluded by this
Indenture) are a part of and govern this Indenture, whether or not physically
contained herein.

         SECTION 10.2. NOTICES.

         Any notices or other communications required or permitted hereunder
shall be in writing, and shall be sufficiently given if made by hand delivery,
or first class mail, postage prepaid (except that any notice by the Trustee to
the Company of a default or an Event of Default under this Indenture shall be by
registered or certified mail, postage prepaid, return receipt requested), or by
a nationally-recognized overnight express courier service (which notices or
communications shall be deemed received, in the case of the Company, the
business day after the receipt thereof by such service and, in the case of the
Trustee, upon receipt), addressed as follows:

         if to the Company:

                      American Retirement Corporation
                      111 Westwood Place, Suite 200
                      Brentwood, Tennessee 37027
                      Attention: Chief Financial Officer
                      Telephone: (615) 221-2250
                      Telecopier: (615) 221-2269



                                       33
<PAGE>

         if to the Trustee:

                      U.S. Bank National Association
                      150 Fourth Avenue, North
                      TN-02-1711
                      Nashville, Tennessee 37219
                      Attention: Corporate Trust Services
                      Telephone: (615) 880-4009
                      Telecopier: (615) 401-4730

The Company or the Trustee by notice to the other may designate additional or
different addresses as shall be furnished in writing by either party. Any notice
or communication to the Company or the Trustee shall be deemed to have been
given or made as of the date so delivered if personally delivered, and five (5)
calendar days after mailing if sent by registered or certified mail (except that
a notice of change of address shall not be deemed to have been given until
actually received by the addressee).

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

         Failure to mail a notice or communication to a Noteholder or any defect
in it shall not affect its sufficiency with respect to other Noteholders. If a
notice or communication is mailed in the manner provided above, it is duly
given, whether or not the addressee receives it.

         In case by reason of the suspension of regular mail service, or by
reason of any other cause, it shall be impossible to mail any notice, as
required by this Indenture, then such method of notification as shall be made
with the approval of the Trustee shall constitute a sufficient mailing of such
notice.

         If the Company mails any notice or communication to Noteholders, it
shall mail a copy to the Trustee and all Agents at the same time.

         SECTION 10.3. COMMUNICATIONS BY HOLDERS WITH OTHER HOLDERS.

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

         SECTION 10.4. CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT.

         Upon any request or application by the Company to the Trustee to take
any action under this Indenture, or upon the request of the Trustee with respect
to any matter relating to the performance of its rights, duties or obligations
hereunder, the Company shall furnish to the Trustee:

                  (1) an Officers' Certificate (which shall include the
         statements set forth in Section 10.5) stating that, in the opinion of
         the signers, all conditions precedent, if any,



                                       34
<PAGE>

         provided for in this Indenture relating to the proposed action have
         been complied with; and

                  (2) an Opinion of Counsel (which shall include the statements
         set forth in Section 10.5) stating that, in the opinion of such
         counsel, all such conditions precedent, if any, have been complied
         with.

         SECTION 10.5. STATEMENTS REQUIRED IN CERTIFICATE AND OPINION.

         Each Certificate and Opinion with respect to compliance with a
condition or covenant provided for in this Indenture shall include:

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

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

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

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

         SECTION 10.6. RULES BY TRUSTEE AND AGENTS.

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

         SECTION 10.7. RECORD DATE.

         Whenever the Company or the Trustee solicits an act of Noteholders, the
Company or the Trustee may fix in advance of the solicitation of such act a date
as the record date for determining Noteholders entitled to perform said act. The
record date shall be not more than 15 days prior to the date fixed for the
solicitation of said act.

         SECTION 10.8. LEGAL HOLIDAYS.

         A "Legal Holiday" is a Saturday, a Sunday or a day on which banks or
trust companies in the city in which either the Trustee or the Company is
located are not required to be open. If a payment date is a Legal Holiday at a
place of payment, payment may be made at that place on the next succeeding day
that is not a Legal Holiday, and no interest shall accrue for the intervening
period.

         SECTION 10.9. GOVERNING LAW.

         The laws of the State of New York shall govern this Indenture and the
Notes without regard to principles of conflicts of law. Each of the parties
hereto agrees to submit to the




                                       35
<PAGE>

jurisdiction of the Courts of the State of New York and the U.S. Federal Courts,
in each case sitting in the Borough of Manhattan, and waives any objection as to
venue or forum non conveniens.

         SECTION 10.10. NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS.

         This Indenture may not be used to interpret another indenture, loan or
debt agreement of the Company or a Subsidiary. Any such indenture, loan or debt
agreement may not be used to interpret this Indenture.

         SECTION 10.11. NO RECOURSE AGAINST OTHERS.

         No shareholder, director or officer, as such, past, present or future,
of the Company or of any successor corporation or trust shall have any liability
for any obligation of the Company under the Notes or the Indenture or for any
claim based on, in respect of or by reason of, such obligations or their
creation. Each Holder of a Note by accepting a Note waives and releases all such
liability. The waiver and release are part of the consideration for the issuance
of the Notes.

         SECTION 10.12. SUCCESSORS.

         All agreements of the Company in this Indenture and the Notes shall
bind its successor. All agreements of the Trustee in this Indenture shall bind
its successor.

         SECTION 10.13. MULTIPLE COUNTERPARTS.

         The parties may sign multiple counterparts of this Indenture. Each
signed counterpart shall be deemed an original, but all of them together
represent the same agreement.

         SECTION 10.14. TABLE OF CONTENTS, HEADINGS, ETC.

         The table of contents, cross-reference sheet and headings of the
Articles and Sections of this Indenture have been inserted for convenience of
reference only, are not to be considered a part hereof, and shall in no way
modify or restrict any of the terms or provisions hereof.

         SECTION 10.15. SEVERABILITY.

         In case any provision in this Indenture or in the Notes shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby,
and a Holder shall have no claim therefor against any party hereto.



                            [Signature page follows.]




                                       36
<PAGE>



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


                                AMERICAN RETIREMENT CORPORATION,
                                a Tennessee corporation

                                By:  /s/ W.E. Sheriff
                                     -------------------------------------------
                                     Name: W.E. Sheriff
                                           -------------------------------------
                                     Title: Chairman and Chief Executive Officer
                                            ------------------------------------


                                By:  /s/ George T. Hicks
                                     -------------------------------------------
                                     Name: George T. Hicks
                                           -------------------------------------
                                     Title: Chief Financial Officer
                                            ------------------------------------


                                U.S. BANK NATIONAL ASSOCIATION,
                                as Trustee

                                By:  /s/ Teresa L. Davis
                                     -------------------------------------------
                                     Name: Teresa L. Davis
                                           -------------------------------------
                                     Title: Vice President
                                            ------------------------------------







                                       37