<PAGE>

                                                                     Exhibit 4.7

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

                       SELECT MEDICAL HOLDINGS CORPORATION

                       SENIOR FLOATING RATE NOTES DUE 2015

                                    INDENTURE

                         Dated as of September 29, 2005

                      U.S. Bank Trust National Association

                                     Trustee

================================================================================
<PAGE>

                             CROSS-REFERENCE TABLE*

<TABLE>
<CAPTION>
Trust Indenture
  Act Section                                               Indenture Section
---------------                                         ------------------------
<S>                                                     <C>
310(a)(1) ...........................................   7.10
   (a)(2) ...........................................   7.10
   (a)(3) ...........................................   N.A.
   (a)(4) ...........................................   N.A.
   (a)(5) ...........................................   7.10
   (b) ..............................................   7.10
   (c) ..............................................   N.A.
311(a) ..............................................   7.11
   (b) ..............................................   7.11
   (c) ..............................................   N.A.
312(a) ..............................................   2.05
   (b) ..............................................   13.03
   (c) ..............................................   13.03
313(a) ..............................................   7.06
   (b)(1) ...........................................   N.A.
   (b)(2) ...........................................   7.06; 7.07
   (c) ..............................................   7.06; 13.02
   (d) ..............................................   7.06
314(a) ..............................................   4.03; 4.04; 13.02; 13.05
   (b) ..............................................   N.A.
   (c)(1) ...........................................   N.A.
   (c)(2) ...........................................   N.A.
   (c)(3) ...........................................   N.A.
   (d) ..............................................   N.A.
   (e) ..............................................   13.05
   (f) ..............................................   N.A.
315(a) ..............................................   7.01
   (b) ..............................................   7.05
   (c) ..............................................   7.01
   (d) ..............................................   7.01
   (e) ..............................................   6.11
316(a)(last sentence) ...............................   2.09
   (a)(1)(A) ........................................   6.05
   (a)(1)(B) ........................................   6.04
   (a)(2) ...........................................   N.A.
   (b) ..............................................   6.07
   (c) ..............................................   N.A.
317(a)(1) ...........................................   6.08
   (a)(2) ...........................................   6.09
   (b) ..............................................   2.04
318(a) ..............................................   13.01
   (b) ..............................................   N.A.
   (c) ..............................................   13.01
</TABLE>

N.A. means not applicable.

*    This Cross-Reference Table is not part of this Indenture.

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
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                                   ARTICLE 1.

                   DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01    Definitions..............................................     1
SECTION 1.02    Other Definitions........................................    29
SECTION 1.03    Incorporation by Reference of Trust Indenture Act........    30
SECTION 1.04    Rules of Construction and Calculation....................    30

                                   ARTICLE 2.

                                   THE NOTES

SECTION 2.01    Form and Dating..........................................    31
SECTION 2.02    Execution and Authentication.............................    32
SECTION 2.03    Registrar and Paying Agent...............................    32
SECTION 2.04    Paying Agent To Hold Money in Trust......................    33
SECTION 2.05    Holder Lists.............................................    33
SECTION 2.06    Transfer and Exchange....................................    33
SECTION 2.07    Replacement Notes........................................    44
SECTION 2.08    Outstanding Notes........................................    45
SECTION 2.09    Treasury Notes...........................................    45
SECTION 2.10    Temporary Notes..........................................    45
SECTION 2.11    Cancellation.............................................    45
SECTION 2.12    Defaulted Interest.......................................    46
SECTION 2.13    CUSIP Numbers............................................    46
SECTION 2.14    Issuance of Additional Notes.............................    46

                                   ARTICLE 3.

                           REDEMPTION AND PREPAYMENT

SECTION 3.01    Notices to Trustee.......................................    47
SECTION 3.02    Selection of Notes To Be Redeemed or Purchased...........    47
SECTION 3.03    Notice of Redemption.....................................    47
SECTION 3.04    Effect of Notice of Redemption...........................    48
SECTION 3.05    Deposit of Redemption or Purchase Price..................    48
SECTION 3.06    Notes Redeemed or Purchased in Part......................    49
SECTION 3.07    Optional Redemption......................................    49
SECTION 3.08    Mandatory Redemption.....................................    49
SECTION 3.09    Offer To Purchase by Application of Excess Proceeds......    49
</TABLE>


                                      -i-

<PAGE>

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                                   ARTICLE 4.

                                   COVENANTS

SECTION 4.01    Payment of Notes.........................................    51
SECTION 4.02    Maintenance of Office or Agency..........................    51
SECTION 4.03    Reports; Quarterly Earnings Calls........................    51
SECTION 4.04    Compliance Certificate...................................    53
SECTION 4.05    [Reserved]...............................................    53
SECTION 4.06    Stay, Extension and Usury Laws...........................    53
SECTION 4.07    Restricted Payments......................................    53
SECTION 4.08    Dividend and Other Payment Restrictions Affecting
                   Restricted Subsidiaries...............................    58
SECTION 4.09    Incurrence of Indebtedness and Issuance of Disqualified
                   Stock and Preferred Stock.............................    60
SECTION 4.10    Asset Sales..............................................    64
SECTION 4.11    Transactions with Affiliates.............................    66
SECTION 4.12    Liens....................................................    68
SECTION 4.13    Business Activities......................................    69
SECTION 4.14    Corporate Existence......................................    69
SECTION 4.15    Offer To Repurchase upon Change of Control...............    69
SECTION 4.16    Limitation on Certain Subordination Terms in Subordinated
                   Indebtedness..........................................    71
SECTION 4.17    Designation of Restricted and Unrestricted Subsidiaries..    71
SECTION 4.18    Payments for Consent.....................................    71
SECTION 4.19    Future Guarantors........................................    72

                                   ARTICLE 5.

                                   SUCCESSORS

SECTION 5.01    Merger, Consolidation, or Sale of Assets.................    72
SECTION 5.02    Successor Corporation Substituted........................    73

                                   ARTICLE 6.

                             DEFAULTS AND REMEDIES

SECTION 6.01    Events of Default........................................    73
SECTION 6.02    Acceleration.............................................    75
SECTION 6.03    Other Remedies...........................................    75
SECTION 6.04    Waiver of Past Defaults..................................    75
SECTION 6.05    Control by Majority......................................    76
SECTION 6.06    Limitation on Suits......................................    76
SECTION 6.07    Rights of Holders To Receive Payment.....................    76
SECTION 6.08    Collection Suit by Trustee...............................    76
SECTION 6.09    Trustee May File Proofs of Claim.........................    77
SECTION 6.10    Priorities...............................................    77
SECTION 6.11    Undertaking for Costs....................................    77
</TABLE>


                                      -ii-

<PAGE>

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<CAPTION>
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                                   ARTICLE 7.

                                    TRUSTEE

SECTION 7.01    Duties of Trustee........................................    78
SECTION 7.02    Rights of Trustee........................................    79
SECTION 7.03    Individual Rights of Trustee.............................    80
SECTION 7.04    Trustee's Disclaimer.....................................    80
SECTION 7.05    Notice of Defaults.......................................    80
SECTION 7.06    Reports by Trustee to Holders of the Notes...............    80
SECTION 7.07    Compensation and Indemnity...............................    80
SECTION 7.08    Replacement of Trustee...................................    81
SECTION 7.09    Successor Trustee by Merger, etc.........................    82
SECTION 7.10    Eligibility; Disqualification............................    82
SECTION 7.11    Preferential Collection of Claims Against Issuer.........    82

                                   ARTICLE 8.

                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

SECTION 8.01    Option To Effect Legal Defeasance or Covenant
                   Defeasance............................................    83
SECTION 8.02    Legal Defeasance and Discharge...........................    83
SECTION 8.03    Covenant Defeasance......................................    83
SECTION 8.04    Conditions to Legal or Covenant Defeasance...............    84
SECTION 8.05    Deposited Money and Government Securities To Be Held in
                   Trust; Other Miscellaneous Provisions.................    85
SECTION 8.06    Repayment to Issuer......................................    85
SECTION 8.07    Reinstatement............................................    85

                                   ARTICLE 9.

                        AMENDMENT, SUPPLEMENT AND WAIVER

SECTION 9.01    Without Consent of Holders...............................    86
SECTION 9.02    With Consent of Holders..................................    86
SECTION 9.03    [Reserved]...............................................    88
SECTION 9.04    Compliance with Trust Indenture Act......................    88
SECTION 9.05    Revocation and Effect of Consents........................    88
SECTION 9.06    Notation on or Exchange of Notes.........................    88
SECTION 9.07    Trustee To Sign Amendments, etc..........................    88

                                   ARTICLE 10.

                                   [Reserved]

                                   ARTICLE 11.

                                   GUARANTEES

SECTION 11.01   Guarantee................................................    88
</TABLE>


                                     -iii-

<PAGE>

<TABLE>
<CAPTION>
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SECTION 11.02   [Reserved]...............................................    90
SECTION 11.03   Limitation on Guarantor Liability........................    90
SECTION 11.04   Execution and Delivery of Guarantee......................    90
SECTION 11.05   [Reserved]...............................................    90
SECTION 11.06   Releases.................................................    90

                                   ARTICLE 12.

                           SATISFACTION AND DISCHARGE

SECTION 12.01   Satisfaction and Discharge...............................    91
SECTION 12.02   Application of Trust Money...............................    92

                                   ARTICLE 13.

                                 MISCELLANEOUS

SECTION 13.01   Trust Indenture Act Controls.............................    92
SECTION 13.02   Notices..................................................    93
SECTION 13.03   Communication by Holders with Other Holders..............    93
SECTION 13.04   Certificate and Opinion as to Conditions Precedent.......    94
SECTION 13.05   Statements Required in Certificate or Opinion............    94
SECTION 13.06   Rules by Trustee and Agents..............................    94
SECTION 13.07   No Personal Liability of Directors, Officers, Employees
                   and Stockholders......................................    94
SECTION 13.08   Governing Law............................................    95
SECTION 13.09   No Adverse Interpretation of Other Agreements............    95
SECTION 13.10   Successors...............................................    95
SECTION 13.11   Severability.............................................    95
SECTION 13.12   Counterpart Originals....................................    95
SECTION 13.13   Table of Contents, Headings, etc.........................    95

                                    EXHIBITS

Exhibit A1      FORM OF NOTE
Exhibit A2      FORM OF REGULATION S TEMPORARY GLOBAL NOTE
Exhibit B       FORM OF CERTIFICATE OF TRANSFER
Exhibit C       FORM OF CERTIFICATE OF EXCHANGE
Exhibit D       FORM OF NOTATION OF GUARANTEE
Exhibit E       FORM OF SUPPLEMENTAL INDENTURE
</TABLE>


                                      -iv-
<PAGE>

     INDENTURE dated as of September 29, 2005 between SELECT MEDICAL HOLDINGS
CORPORATION, a Delaware corporation (the "Issuer"), and U.S. BANK TRUST NATIONAL
ASSOCIATION, a national banking association, as trustee (the "Trustee").

     The Issuer and the Trustee agree as follows for the benefit of each other
and for the equal and ratable benefit of the Holders (as defined) of the Senior
Floating Rate Notes due 2015 (the "Notes"):

                                   ARTICLE 1.

                   DEFINITIONS AND INCORPORATION BY REFERENCE

     SECTION 1.01 Definitions.

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

     "Acquired Debt" means, with respect to any specified Person:

          (1) Indebtedness of any other Person existing at the time such other
     Person is merged with or into or became a Restricted Subsidiary of such
     specified Person, whether or not such Indebtedness is incurred in
     connection with, or in contemplation of, such other Person merging with or
     into, or becoming a Restricted Subsidiary of, such specified Person; and

          (2) Indebtedness secured by a Lien encumbering any asset acquired by
     such specified Person.

     "Additional Assets" means any property or assets (other than Indebtedness
and Capital Stock) to be used by the Issuer or a Restricted Subsidiary in a
Permitted Business.

     "Additional Interest" means all Additional Interest then owing pursuant to
the Registration Rights Agreement.

     "Additional Notes" means any Notes (other than the Initial Notes), if any,
issued under this Indenture in accordance with Sections 2.02, 2.14 and 4.09.

     "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For purposes of this definition, "control,"
as used with respect to any Person, means 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, by
agreement or otherwise; provided that (except in the case of the use of the term
"Affiliate" in the definition of "Permitted Holders") beneficial ownership of
10% or more of the Voting Stock of a Person will be deemed to be control. For
purposes of this definition, the terms "controlling," "controlled by" and "under
common control with" have correlative meanings. No Person in whom a Receivables
Subsidiary makes an Investment in connection with a Qualified Receivables
Transaction will be deemed to be an Affiliate of the Issuer or any of its
Subsidiaries solely by reason of such Investment.

     "Agent" means any Registrar, co-registrar, Paying Agent or additional
paying agent.

<PAGE>

     "Agreement and Plan of Merger" means the Agreement and Plan of Merger by
and among the Issuer, formerly known as EGL Holding Company, EGL Acquisition
Corp. and Select, dated as of October 17, 2004.

     "Applicable Premium" means, with respect to any Note on any Make-Whole
Redemption Date, the greater of (i) 1.0% of the principal amount of such Note
and (ii) the excess of (A) the present value at such Make-Whole Redemption Date
of (1) the redemption price of such Note at September 15, 2009 (exclusive of
accrued interest), plus (2) all scheduled interest payments due on such Note
from the Make-Whole Redemption Date through September 15, 2009, such interest
payments to be determined in accordance with this Indenture assuming that LIBOR
in effect on the date of such redemption notice would be the applicable LIBOR in
effect through September 15, 2009, computed using a discount rate equal to the
Treasury Rate at such Make-Whole Redemption Date, plus 50 basis points over (B)
the principal amount of such Note.

     "Applicable Procedures" means, with respect to any transfer or exchange of
or for beneficial interests in any Global Note, the rules and procedures of the
Depositary that apply to such transfer or exchange.

     "Asset Sale" means:

          (1) the sale, lease (other than operating leases), conveyance or other
     disposition of any assets or rights outside of the ordinary course of
     business; provided that the sale, lease, conveyance or other disposition of
     all or substantially all of the assets of the Issuer and its Restricted
     Subsidiaries taken as a whole shall be governed by Sections 4.15 and 5.01
     of this Indenture and not by Section 4.10 of this Indenture; and

          (2) the issuance of Equity Interests in any of the Issuer's Restricted
     Subsidiaries or the sale of Equity Interests in any of its Restricted
     Subsidiaries (other than directors' qualifying Equity Interests or Equity
     Interests required by applicable law to be held by a Person other than the
     Issuer or a Restricted Subsidiary).

     Notwithstanding the preceding, none of the following items shall be deemed
to be an Asset Sale:

          (1) any single transaction or series of related transactions that
     involves assets having a Fair Market Value of less than $5.0 million;

          (2) a transfer of assets between or among the Issuer and its
     Restricted Subsidiaries;

          (3) an issuance of Equity Interests by a Restricted Subsidiary to the
     Issuer or to a Restricted Subsidiary;

          (4) the sale or lease of products, services or accounts receivable
     (including at a discount) in the ordinary course of business and any sale
     or other disposition of damaged, worn-out, negligible, surplus or obsolete
     assets in the ordinary course of business;

          (5) the sale or other disposition of Cash Equivalents;

          (6) a Restricted Payment that does not violate Section 4.07 of this
     Indenture or is a Permitted Investment;


                                      -2-

<PAGE>

          (7) a sale and leaseback transaction with respect to any assets within
     180 days of the acquisition of such assets;

          (8) any exchange of like-kind property of the type described in
     Section 1031 of the Internal Revenue Code of 1986 for use in a Permitted
     Business;

          (9) the sale or disposition of any assets or property received as a
     result of a foreclosure by the Issuer or any of its Restricted Subsidiaries
     on any secured Investment or any other transfer of title with respect to
     any secured Investment in default;

          (10) the licensing of intellectual property in the ordinary course of
     business or in accordance with industry practice;

          (11) the sale, lease, conveyance, disposition or other transfer of (a)
     the Capital Stock of, or any Investment in, any Unrestricted Subsidiary or
     (b) Permitted Investments made pursuant to clause (15) of the definition
     thereof;

          (12) surrender or waiver of contract rights or the settlement, release
     or surrender of contract, tort or other claims of any kind;

          (13) leases or subleases to third persons in the ordinary course of
     business that do not interfere in any material respect with the business of
     the Issuer or any of its Restricted Subsidiaries;

          (14) sales of accounts receivable and related assets of the type
     specified in the definition of Qualified Receivables Transaction to a
     Receivables Subsidiary for the Fair Market Value thereof, less amounts
     required to be established as reserves and customary discounts pursuant to
     contractual agreements with entities that are not Affiliates of the Issuer
     entered into as part of a Qualified Receivables Transaction; and

          (15) transfers of accounts receivable and related assets of the type
     specified in the definition of "Qualified Receivables Transaction" (or a
     fractional undivided interest therein) by a Receivables Subsidiary in a
     Qualified Receivables Transaction.

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

     "Beneficial Owner" has the meaning assigned to such term in Rule 13d-3 and
Rule 13d-5 under the Exchange Act, except that in calculating the beneficial
ownership of any particular "person" (as that term is used in Section 13(d)(3)
of the Exchange Act), such "person" will be deemed to have beneficial ownership
of all securities that such "person" has the right to acquire by conversion or
exercise of other securities, whether such right is currently exercisable or is
exercisable only after the passage of time.

     "Board of Directors" means:

          (1) with respect to a corporation, the board of directors of the
     corporation or any committee thereof duly authorized to act on behalf of
     such board;

          (2) with respect to a partnership, the Board of Directors of the
     general partner of the partnership;


                                      -3-

<PAGE>

          (3) with respect to a limited liability company, the managing member
     or members or any controlling committee of managing members thereof; and

          (4) with respect to any other Person, the board or committee of such
     Person serving a similar function.

     "Broker-Dealer" means any broker or dealer registered under the Exchange
Act.

     "Business Day" means any day other than a Legal Holiday.

     "Capital Lease Obligation" means, at the time any determination is to be
made, the amount of the liability in respect of a capital lease that would at
that time be required to be capitalized on a balance sheet prepared in
accordance with GAAP, and the Stated Maturity thereof shall be the date of the
last payment of rent or any other amount due under such lease prior to the first
date upon which such lease may be prepaid by the lessee without payment of a
penalty.

     "Capital Stock" means:

          (1) in the case of a corporation, corporate stock;

          (2) in the case of an association or business entity, any and all
     shares, interests, participations, rights or other equivalents (however
     designated) of corporate stock;

          (3) in the case of a partnership or limited liability company,
     partnership interests (whether general or limited) or membership interests;
     and

          (4) any other interest or participation that confers on a Person the
     right to receive a share of the profits and losses of, or distributions of
     assets of, the issuing Person, but excluding from all of the foregoing any
     debt securities convertible into Capital Stock, whether or not such debt
     securities include any right of participation with Capital Stock.

     "Captive Insurance Subsidiary" means a Subsidiary established by the Issuer
or any of its Subsidiaries for the sole purpose of insuring the business,
facilities and/or employees of the Issuer and its Subsidiaries.

     "Cash Equivalents" means:

          (1) United States dollars or, in the case of any Restricted Subsidiary
     which is not a Domestic Subsidiary, any other currencies held from time to
     time in the ordinary course of business;

          (2) securities issued or directly and fully guaranteed or insured by
     the United States government or any agency or instrumentality of the United
     States government (provided that the full faith and credit of the United
     States is pledged in support of those securities) having maturities of not
     more than 12 months from the date of acquisition;

          (3) direct obligations issued by any state of the United States of
     America or any political subdivision of any such state, or any public
     instrumentality thereof, in each case having maturities of not more than 12
     months from the date of acquisition;


                                       -4-

<PAGE>

          (4) certificates of deposit and eurodollar time deposits with
     maturities of 12 months or less from the date of acquisition, bankers'
     acceptances with maturities not exceeding 12 months and overnight bank
     deposits, in each case, with any lender party to the Credit Agreement or
     with any domestic commercial bank that has capital and surplus of not less
     than $500.0 million;

          (5) repurchase obligations with a term of not more than one year for
     underlying securities of the types described in clauses (2) and (4) above
     entered into with any financial institution meeting the qualifications
     specified in clause (4) above;

          (6) commercial paper having one of the two highest ratings obtainable
     from Moody's Investors Service, Inc. or Standard & Poor's Rating Services
     and, in each case, maturing within 12 months after the date of acquisition;

          (7) Indebtedness or preferred stock issued by Persons with a rating of
     "A" or higher from Standard & Poor's Rating Services or "A2" or higher from
     Moody's Investors Service, Inc. with maturities of 12 months or less from
     the date of acquisition; and

          (8) money market funds at least 95% of the assets of which constitute
     Cash Equivalents of the kinds described in clauses (1) through (6) of this
     definition.

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

          (1) the direct or indirect sale, lease, transfer, conveyance or other
     disposition (other than by way of merger or consolidation), in one or a
     series of related transactions, of all or substantially all of the
     properties or assets of the Issuer and its Subsidiaries taken as a whole to
     any "person" (as that term is used in Section 13(d) of the Exchange Act)
     other than Permitted Holders;

          (2) the adoption of a plan relating to the liquidation or dissolution
     of the Issuer;

          (3) the consummation of any transaction (including, without
     limitation, any merger or consolidation), the result of which is that any
     "person" (as defined above), other than Permitted Holders, becomes the
     Beneficial Owner, directly or indirectly, of more than 40% of the Voting
     Stock of the Issuer, measured by voting power rather than number of shares,
     unless the Permitted Holders are the Beneficial Owners of a greater
     percentage of the Voting Stock of the Issuer; provided, however, for
     purposes of this clause (3), each Person will be deemed to beneficially own
     any Voting Stock of another Person held by one or more of its Subsidiaries;
     or

          (4) the first day on which a majority of the members of the Board of
     Directors of the Issuer are not Continuing Directors.

     "Consolidated Adjusted EBITDA" means, with respect to any specified Person
for any period (the "Measurement Period"), the Consolidated Net Income of such
Person for such period plus, without duplication and to the extent deducted in
determining such Consolidated Net Income, the amounts for such period of:

          (1) the Fixed Charges of such Person and its Restricted Subsidiaries
     for the Measurement Period; plus


                                      -5-

<PAGE>

          (2) the consolidated income tax expense of such Person and its
     Restricted Subsidiaries for the Measurement Period; plus

          (3) the consolidated depreciation expense of such Person and its
     Restricted Subsidiaries for the Measurement Period; plus

          (4) the consolidated amortization expense of such Person and its
     Restricted Subsidiaries for the Measurement Period; plus

          (5) fees, costs and expenses paid or payable in cash by the Issuer or
     any of its Subsidiaries during the Measurement Period in connection with
     the Transactions (including, without limitation, retention payments paid as
     an incentive to retained employees in connection with the Transactions);
     plus

          (6) other non-cash expenses and charges for the Measurement Period
     reducing Consolidated Net Income (excluding any such non-cash item to the
     extent representing an accrual or reserve for potential cash items in any
     future period or amortization of a prepaid cash item that was paid in a
     prior period); plus

          (7) any non-recurring out-of-pocket expenses or charges for the
     Measurement Period relating to any offering of Equity Interests by the
     Issuer or any direct or indirect parent of the Issuer or merger,
     recapitalization or acquisition transactions made by the Issuer or any of
     its Restricted Subsidiaries, or any Indebtedness incurred by the Issuer or
     any of its Restricted Subsidiaries (in each case, whether or not
     successful); plus

          (8) all fees paid by the Issuer pursuant to clauses (8) and (15) of
     Section 4.11(b); plus

          (9) Consolidated Net Income attributable to minority interests of a
     Restricted Subsidiary (less the amount of any mandatory cash distribution
     with respect to any minority interest other than in connection with a
     proportionate discretionary cash distribution with respect to the interest
     held by the Issuer or any Restricted Subsidiary); plus

          (10) the amount of any restructuring charges or reserves (which, for
     the avoidance of doubt, shall include retention, severance, systems
     establishment cost, contract termination costs, including future lease
     commitments, and costs to consolidate facilities and relocate employees);
     minus

          (11) without duplication, other non-cash items (other than the accrual
     of revenue in accordance with GAAP consistently applied in the ordinary
     course of business) increasing Consolidated Net Income for the Measurement
     Period (excluding any such non-cash item to the extent it represents the
     reversal of an accrual or reserve for potential cash item in any prior
     period).

     "Consolidated Net Income" means, with respect to any specified Person for
any period, the aggregate of the Net Income of such specified Person and its
Restricted Subsidiaries for such period, on a consolidated basis, determined in
accordance with GAAP; provided that:

          (1) the Net Income (but not loss) of any other Person that is not a
     Restricted Subsidiary of such specified Person or that is accounted for by
     the equity method of accounting will be included only to the extent of the
     amount of dividends or similar distributions paid in cash to the specified
     Person or a Restricted Subsidiary of the specified Person;


                                      -6-

<PAGE>

          (2) the Net Income of any Restricted Subsidiary of such specified
     Person will be excluded to the extent that the declaration or payment of
     dividends or other distributions by that Restricted Subsidiary of that Net
     Income is not at the date of determination permitted without any prior
     governmental approval (that has not been obtained) or, directly or
     indirectly, by operation of the terms of its charter or any agreement,
     instrument, judgment, decree, order, statute, rule or governmental
     regulation applicable to that Restricted Subsidiary or its stockholders
     other than any restrictions permitted under Section 4.08; provided that
     Consolidated Net Income of such Person shall be increased by the amount of
     dividends or distributions or other payments that are actually paid in cash
     to (or to the extent converted into cash by) such Person or a Restricted
     Subsidiary thereof (subject to the provisions of this clause (2)) during
     such period, to the extent not previously included therein;

          (3) the cumulative effect of a change in accounting principles will be
     excluded;

          (4) fees or expenses (including amortization of deferred financing
     fees and expenses) incurred in connection with the Transactions and the
     amortization of any amounts required or permitted by Accounting Principles
     Board Opinions Nos. 16 (including non-cash write-ups and non-cash charges
     relating to inventory and fixed assets, in each case arising in connection
     with the Transactions) and 17 (including non-cash charges relating to
     intangibles and goodwill), in each case in connection with the
     Transactions, will be excluded;

          (5) any gain or loss, together with any related provision for taxes on
     such gain or loss, realized in connection with: (a) any Asset Sale; or (b)
     the disposition of any securities by such Person or any of its Restricted
     Subsidiaries or the extinguishment of any Indebtedness of such Person or
     any of its Restricted Subsidiaries will be excluded;

          (6) any extraordinary gain or loss, together with any related
     provision for taxes on such extraordinary gain or loss will be excluded;

          (7) income or losses attributable to discontinued operations
     (including, without limitation, operations disposed during such period
     whether or not such operations were classified as discontinued) will be
     excluded;

          (8) all extraordinary gains and losses will be excluded;

          (9) any non-cash charges (i) attributable to applying the purchase
     method of accounting in accordance with GAAP, (ii) resulting from the
     application of FAS 142 or FAS 144, and (iii) relating to the amortization
     of intangibles resulting from the application of FAS 141, will be excluded;

          (10) all non-cash charges relating to employee benefit or other
     management or stock compensation plans of the Issuer or a Restricted
     Subsidiary (excluding any such non-cash charge to the extent that it
     represents an accrual of or reserve for cash expenses in any future period
     or amortization of a prepaid cash expense incurred in a prior period) will
     be excluded to the extent that such non-cash charges are deducted in
     computing such Consolidated Net Income; provided that if the Issuer or any
     Restricted Subsidiary makes a cash payment in respect of such non-cash
     charge in any period, such cash payment will (without duplication) be
     deducted from the Consolidated Net Income of the Issuer for such period;
     and


                                      -7-

<PAGE>

          (11) all unrealized gains and losses relating to hedging transactions
     and mark-to-market of Indebtedness denominated in foreign currencies
     resulting from the application of FAS 52 shall be excluded.

     "Consolidated Total Indebtedness" means, as at any date of determination,
an amount equal to the sum of (1) the aggregate amount of all outstanding
Indebtedness of the Issuer and the Restricted Subsidiaries and (2) the aggregate
amount of all outstanding Disqualified Stock of the Issuer and all preferred
stock of the Restricted Subsidiaries, with the amount of such Disqualified Stock
and preferred stock equal to the greater of their respective voluntary or
involuntary liquidation preferences and maximum fixed repurchase prices, in each
case determined on a consolidated basis in accordance with GAAP.

     For purposes hereof, the "maximum fixed repurchase price" of any
Disqualified Stock or preferred stock that does not have a fixed repurchase
price shall be calculated in accordance with the terms of such Disqualified
Stock or preferred stock as if such Disqualified Stock or preferred stock were
purchased on any date on which Consolidated Total Indebtedness shall be required
to be determined pursuant to this Indenture, and if such price is based upon, or
measured by, the fair market value of such Disqualified Stock or preferred
stock, such fair market value shall be determined reasonably and in good faith
by the Board of Directors of the Issuer.

     "Continuing Directors" means, as of any date of determination, any member
of the Board of Directors of the Issuer who:

          (1) was a member of such Board of Directors on the Issue Date;

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

          (3) was designated or appointed with the approval of Permitted Holders
     holding a majority of the Voting Stock of all of the Permitted Holders.

     "Corporate Trust Office of the Trustee" shall be at the address of the
Trustee specified in Section 13.02 or such other address as to which the Trustee
may give notice to the Issuer.

     "Credit Agreement" means that certain Credit Agreement, dated as of
February 24, 2005, by and among Select, as borrower, the Issuer, certain
subsidiaries of Select, JPMorgan Chase Bank, N.A., as administrative agent, and
various lenders providing for up to $580.0 million of term loans and $300.0
million of revolving credit borrowings, including any related notes, Guarantees,
collateral documents, instruments and agreements executed in connection
therewith, and, in each case, as amended, restated, modified, renewed, refunded,
replaced (whether upon or after termination or otherwise) or refinanced by any
other Indebtedness (including by means of sales of debt securities and including
any amendment, restatement, modification, renewal, refunding, replacement or
refinancing that increases the amount borrowed thereunder or extends the
maturity thereof) in whole or in part from time to time.

     "Credit Facilities" means one or more debt facilities (including, without
limitation, the Credit Agreement) or commercial paper facilities, in each case,
with banks or other institutional lenders providing for revolving credit loans,
term loans, receivables financing (including through the sale of receivables to
such lenders or to special purpose entities formed to borrow from such lenders
against such receivables) or letters of credit or any other Indebtedness, in
each case, as amended, restated, modified, renewed, refunded, replaced (whether
upon or after termination or otherwise) or refinanced (including by means of
sales of debt securities and including any amendment, restatement, modification,
renewal,


                                      -8-

<PAGE>

refunding, replacement or refinancing that increases the amount borrowed
thereunder or extends the maturity thereof) in whole or in part from time to
time.

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

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

     "Definitive Note" means a certificated Note registered in the name of the
Holder thereof and issued in accordance with Section 2.06, substantially in the
form of Exhibit A1 hereto except that such Note shall not bear the Global Note
Legend and shall not have the "Schedule of Exchanges of Interests in the Global
Note" attached thereto.

     "Depositary" means, with respect to the Notes issuable or issued in whole
or in part in global form, the Person specified in Section 2.03 as the
Depositary with respect to the Notes, and any and all successors thereto
appointed as depositary hereunder and having become such pursuant to the
applicable provision of this Indenture.

     "Designated Noncash Consideration" means any non-cash consideration
received by the Issuer or a Restricted Subsidiary in connection with an Asset
Sale that is designated as Designated Noncash Consideration pursuant to an
Officers' Certificate.

     "Determination Date," with respect to an Interest Period, will be the
second London Banking Day preceding the first day of such Interest Period.

     "Disqualified Stock" means any Capital Stock that, by its terms (or by the
terms of any security into which it is convertible, or for which it is
exchangeable, in each case, at the option of the holder of the Capital Stock),
or upon the happening of any event, matures or is mandatorily redeemable,
pursuant to a sinking fund obligation or otherwise, or redeemable at the option
of the holder of the Capital Stock, in whole or in part, on or prior to the date
that is 90 days after the date on which the Notes mature. Notwithstanding the
preceding sentence, (x) any Capital Stock that would constitute Disqualified
Stock solely because the holders of the Capital Stock have the right to require
the Issuer or the Subsidiary that issued such Capital Stock to repurchase such
Capital Stock upon the occurrence of a change of control or an asset sale will
not constitute Disqualified Stock if the terms of such Capital Stock provide
that the Issuer may not repurchase such Capital Stock unless the Issuer would be
permitted to do so in compliance with Section 4.07, (y) any Capital Stock that
would constitute Disqualified Stock solely as a result of any redemption feature
that is conditioned upon, and subject to, compliance with Section 4.07 shall not
constitute Disqualified Stock and (z) any Capital Stock issued to any plan for
the benefit of employees will not constitute Disqualified Stock solely because
it may be required to be repurchased by the Issuer or the Subsidiary that issued
such Capital Stock in order to satisfy applicable statutory or regulatory
obligations. The amount of Disqualified Stock deemed to be outstanding at any
time for purposes of this Indenture will be the maximum amount that the Issuer
and its Restricted Subsidiaries may become obligated to pay upon the maturity
of, or pursuant to any mandatory redemption provisions of, such Disqualified
Stock, exclusive of accrued dividends.

     "Domestic Subsidiary" means any Restricted Subsidiary that was formed under
the laws of the United States or any state of the United States or the District
of Columbia.

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


                                      -9-

<PAGE>

     "Equity Offering" means a public offering of Qualified Capital Stock of the
Issuer or any other direct or indirect parent of the Issuer.

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

     "Exchange Notes" means the Notes issued in the Exchange Offer pursuant to
the Registration Rights Agreement.

     "Exchange Offer" means the "Registered Exchange Offer" as defined in the
Registration Rights Agreement.

     "Exchange Offer Registration Statement" has the meaning set forth in the
Registration Rights Agreement.

     "Excluded Contributions" means net cash proceeds, marketable securities or
Qualified Proceeds received by the Issuer from (i) contributions to its equity
capital (other than Disqualified Stock) or (ii) the sale (other than to a
Subsidiary of the Issuer or to any management equity plan or stock option plan
or any other management or employee benefit plan or agreement of the Issuer) of
Equity Interests (other than Disqualified Stock) of the Issuer, in each case
designated as Excluded Contributions pursuant to an Officers' Certificate on the
date such capital contributions are made or the date such Equity Interests are
sold, as the case may be, that are excluded from the calculation set forth in
clause (3) of Section 4.07(a) hereof.

     "Existing Indebtedness" means Indebtedness, other than (x) the Notes and
(y) Indebtedness under the Credit Agreement, existing on the Issue Date.

     "Existing Select Notes" means the 7-5/8% senior subordinated notes due 2015
issued by Select.

     "Existing Subordinated Issuer Notes" means the $150.0 million aggregate
principal amount of senior subordinated notes due 2015 issued by the Issuer on
February 24, 2005.

     "Fair Market Value" means the value that would be paid by a willing buyer
to an unaffiliated willing seller in a transaction not involving distress or
necessity of either party, determined in good faith by the Board of Directors,
chief executive officer or chief financial officer of the Issuer (unless
otherwise provided in this Indenture).

     "Fixed Charge Coverage Ratio" means with respect to any specified Person
for any period, the ratio of the Consolidated Adjusted EBITDA of such Person for
such period to the Fixed Charges of such Person for such period. In the event
that the specified Person or any of its Restricted Subsidiaries incurs, assumes,
guarantees, repays, repurchases, redeems, defeases or otherwise discharges any
Indebtedness (other than ordinary working capital borrowings) or issues,
repurchases or redeems preferred stock or Disqualified Stock subsequent to the
commencement of the period for which the Fixed Charge Coverage Ratio is being
calculated and on or prior to the date on which the event for which the
calculation of the Fixed Charge Coverage Ratio is made (the "Calculation Date"),
then the Fixed Charge Coverage Ratio will be calculated giving pro forma effect
to such incurrence, assumption, Guarantee, repayment, repurchase, redemption,
defeasance or other discharge of Indebtedness, or such issuance, repurchase or
redemption of preferred stock or Disqualified Stock, and the use of the proceeds
therefrom, as if the same had occurred at the beginning of the applicable
four-quarter reference period.


                                      -10-

<PAGE>

     In addition, for purposes of calculating the Fixed Charge Coverage Ratio:

          (1) Investments, acquisitions, mergers, consolidations and
     dispositions that have been made by the specified Person or any of its
     Restricted Subsidiaries, or any Person or any of its Restricted
     Subsidiaries acquired by, merged or consolidated with the specified Person
     or any of its Restricted Subsidiaries, and including any related financing
     transactions and including increases in ownership of Restricted
     Subsidiaries, during the four-quarter reference period or subsequent to
     such reference period and on or prior to the Calculation Date will be given
     pro forma effect, including giving effect to Pro Forma Cost Savings, as if
     they had occurred on the first day of the four-quarter reference period;

          (2) the Consolidated Adjusted EBITDA attributable to discontinued
     operations, as determined in accordance with GAAP, and operations or
     businesses (and ownership interests therein) disposed of prior to the
     Calculation Date, will be excluded;

          (3) the Fixed Charges attributable to discontinued operations, as
     determined in accordance with GAAP, and operations or businesses (and
     ownership interests therein) disposed of prior to the Calculation Date,
     will be excluded, but only to the extent that the obligations giving rise
     to such Fixed Charges will not be obligations of the specified Person or
     any of its Restricted Subsidiaries following the Calculation Date;

          (4) any Person that is a Restricted Subsidiary on the Calculation Date
     will be deemed to have been a Restricted Subsidiary at all times during
     such four-quarter period;

          (5) any Person that is not a Restricted Subsidiary on the Calculation
     Date will be deemed not to have been a Restricted Subsidiary at any time
     during such four-quarter period; and

          (6) if any Indebtedness bears a floating rate of interest, the
     interest expense on such Indebtedness will be calculated as if the rate in
     effect on the Calculation Date had been the applicable rate for the entire
     period (taking into account any Hedging Obligation applicable to such
     Indebtedness).

     For purposes of this definition, whenever pro forma effect is given to a
transaction, the pro forma calculations shall be made in good faith by a
responsible financial or accounting officer of the Issuer. For purposes of
determining whether any Indebtedness constituting a Guarantee may be incurred,
the interest on the Indebtedness to be guaranteed shall be included in
calculating the Fixed Charge Coverage Ratio on a pro forma basis. Interest on a
Capitalized Lease Obligation shall be deemed to accrue at an interest rate
reasonably determined by a responsible financial or accounting officer of the
Issuer to be the rate of interest implicit in such Capitalized Lease Obligation
in accordance with GAAP. For purposes of making the computation referred to
above, interest on any Indebtedness under a revolving credit facility computed
on a pro forma basis shall be computed based upon the average daily balance of
such Indebtedness during the applicable period. Interest on Indebtedness that
may optionally be determined at an interest rate based upon a factor of a prime
or similar rate, a eurocurrency interbank offered rate, or other rate, shall be
deemed to have been based upon the rate actually chosen, or, if none, then based
upon such optional rate chosen as the Issuer may designate.

     "Fixed Charges" means, with respect to any specified Person for any period,
the sum, without duplication, of:

          (1) the consolidated interest expense of such Person and its
     Restricted Subsidiaries for such period, net of interest income, whether
     paid or accrued, including, without limitation,


                                      -11-

<PAGE>

     original issue discount, non-cash interest payments, the interest component
     of any deferred payment obligations, the interest component of all payments
     associated with Capital Lease Obligations, commissions, discounts and other
     fees and charges incurred in respect of letter of credit or bankers'
     acceptance financings, and net of the effect of all cash payments made or
     received pursuant to Hedging Obligations in respect of interest rates, and
     excluding amortization of deferred financing costs; plus

          (2) any interest on Indebtedness of another Person that is guaranteed
     by such Person or one of its Restricted Subsidiaries or secured by a Lien
     on assets of such Person or one of its Restricted Subsidiaries, but only to
     the extent that such Guarantee or Lien is called upon; plus

          (3) the product of (A) all cash dividends paid on any series of
     preferred stock of such Person or any of its Restricted Subsidiaries (other
     than to the Issuer or a Restricted Subsidiary), in each case, determined on
     a consolidated basis in accordance with GAAP multiplied by (B) a fraction,
     the numerator of which is one and the denominator of which is one minus the
     then current combined federal, state and local statutory tax rate of the
     Issuer and its Restricted Subsidiaries expressed as a decimal; plus

          (4) the amount of dividends paid by the Issuer and its Restricted
     Subsidiaries pursuant to clause (19) of Section 4.07(b).

     "GAAP" means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board or in such other statements by such
other entity as have been approved by a significant segment of the accounting
profession, which are in effect on February 24, 2005.

     "Global Note Legend" means the legend set forth in Section 2.06(g)(2),
which is required to be placed on all Global Notes issued under this Indenture.

     "Global Notes" means, individually and collectively, each of the Restricted
Global Notes and the Unrestricted Global Notes deposited with or on behalf of
and registered in the name of the Depository or its nominee, substantially in
the form of Exhibit A1 and A2 hereto and that bears the Global Note Legend and
that has the "Schedule of Exchanges of Interests in the Global Note" attached
thereto, issued in accordance with Section 2.01, 2.06(b)(3), 2.06(b)(4),
2.06(d)(2) or 2.06(f) hereof.

     "Government Securities" means direct obligations of, or obligations
guaranteed by, the United States of America (including any agency or
instrumentality thereof) and the payment for which the United States pledges its
full faith and credit.

     "Guarantee" means a guarantee other than by endorsement of negotiable
instruments for collection in the ordinary course of business, direct or
indirect, in any manner including, without limitation, by way of a pledge of
assets or through letters of credit or reimbursement agreements in respect
thereof, of all or any part of any Indebtedness (whether arising by virtue of
partnership arrangements, or by agreements to keep-well, to purchase assets,
goods, securities or services, to take or pay or to maintain financial statement
conditions or otherwise).

     "Guarantors" means each Restricted Subsidiary that executes a Subsidiary
Guarantee pursuant to Section 4.19, and its successors and assigns, in each
case, until the Subsidiary Guarantee of such Person has been released in
accordance with the provisions of this Indenture.


                                      -12-

<PAGE>

     "Hedging Obligations" means, with respect to any specified Person, the
obligations of such Person under:

          (1) interest rate swap agreements (whether from fixed to floating or
     from floating to fixed), interest rate cap agreements and interest rate
     collar agreements;

          (2) other agreements or arrangements designed to manage interest rates
     or interest rate risk; and

          (3) other agreements or arrangements designed to protect such Person
     against fluctuations in currency exchange rates or commodity prices.

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

     "Indebtedness" means, with respect to any specified Person, the principal
and premium (if any) of any indebtedness of such Person (excluding accrued
expenses and trade payables), whether or not contingent:

          (1) in respect of borrowed money;

          (2) evidenced by bonds, notes, debentures or similar instruments or
     letters of credit (or reimbursement agreements in respect thereof) (other
     than letters of credit issued in respect of trade payables);

          (3) in respect of banker's acceptances;

          (4) representing Capital Lease Obligations;

          (5) representing the balance deferred and unpaid of the purchase price
     of any property or services due more than twelve months after such property
     is acquired or such services are completed (except any such balance that
     constitutes a trade payable or similar obligation to a trade creditor); or

          (6) representing the net obligations under any Hedging Obligations,

if and to the extent any of the preceding items (other than letters of credit,
and Hedging Obligations) would appear as a liability upon a balance sheet of the
specified Person prepared in accordance with GAAP. In addition, the term
"Indebtedness" includes all Indebtedness of others secured by a Lien on any
asset of the specified Person (whether or not such Indebtedness is assumed by
the specified Person) and, to the extent not otherwise included, the Guarantee
by the specified Person of any Indebtedness of any other Person.

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

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

     "Initial Notes" means the first $175.0 million aggregate principal amount
of Notes issued under this Indenture.


                                      -13-
<PAGE>

     "Initial Purchasers" means Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Wachovia Capital Markets, LLC and J.P. Morgan Securities Inc.

     "Interest Period" means the period commencing on and including an interest
payment date and ending on and including the day immediately preceding the next
succeeding interest payment date, with the exception that the first Interest
Period shall commence on and include the Issue Date and end on and include March
14, 2006.

     "Investment Affiliate" means, as to any Person, any other Person which
directly or indirectly is in control of, is controlled by, or is under common
control with such Person and is organized by such Person (or any Person
controlling such Person) primarily for making equity or debt Investments.

     "Investments" means, with respect to any Person, all direct or indirect
investments by such Person in other Persons (including Affiliates) in the forms
of loans (including Guarantees or other obligations), advances or capital
contributions (excluding commission, travel, relocation and similar advances to
officers and employees made in the ordinary course of business), purchases or
other acquisitions for consideration of Indebtedness, Equity Interests or other
securities, together with all items that are or would be classified as
investments on a balance sheet prepared in accordance with GAAP. If the Issuer
or any Restricted Subsidiary sells or otherwise disposes of any Equity Interests
of any direct or indirect Restricted Subsidiary such that, after giving effect
to any such sale or disposition, such Person is no longer a Subsidiary of the
Issuer, the Issuer will be deemed to have made an Investment on the date of any
such sale or disposition equal to the Fair Market Value of the Issuer's
Investments in such Subsidiary that were not sold or disposed of in an amount
determined as provided in Section 4.07(c). The acquisition by the Issuer or any
Restricted Subsidiary of a Person that holds an Investment in a third Person
will be deemed to be an Investment by the Issuer or such Restricted Subsidiary
in such third Person in an amount equal to the Fair Market Value of the
Investments held by the acquired Person in such third Person in an amount
determined as provided in Section 4.07(c). The outstanding amount of any
Investment shall be the original cost thereof, reduced by all returns on such
Investment (including dividends, interest, distributions, returns of principal
and profits on sale).

     "Issue Date" means September 29, 2005.

     "Issuer" means the party named as the "Issuer" in the first paragraph of
this Indenture.

     "Issuer's Deferred Compensation Plan" means the Select Medical Holdings
Corporation Long -Term Cash Incentive Plan in effect on the Issue Date as
amended from time to time and any replacement plan adopted by the Issuer or any
of its Restricted Subsidiaries which provides for the right to receive payments
to be made to participants thereunder in amounts determined in relation to
amounts distributed to direct or indirect equity holders of the Issuer.

     "Legal Holiday" means a Saturday, a Sunday or a day on which banking
institutions in the City of New York or at a place of payment are authorized by
law, regulation or executive order to remain closed. 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 on
such payment for the intervening period.

     "Letter of Transmittal" means the letter of transmittal to be prepared by
the Issuer and sent to all Holders of the Notes for use by such Holders in
connection with the Exchange Offer.

     "Leverage Ratio" means with respect to any specified Person for any period,
the ratio of (1) Consolidated Total Indebtedness of such Person as of the last
day of such period to (2) Consolidated


                                      -14-

<PAGE>

Adjusted EBITDA of such Person for the most recent period of four fiscal
quarters for which financial statements of such Person are available. In the
event that the specified Person or any of its Restricted Subsidiaries incurs,
assumes, guarantees, repays, repurchases, redeems, defeases or otherwise
discharges any Indebtedness (other than ordinary working capital borrowings) or
issues, repurchases or redeems preferred stock or Disqualified Stock subsequent
to the commencement of the period for which the Leverage Ratio is being
calculated and on or prior to the date on which the event for which the
calculation of the Leverage Ratio is made (the "Leverage Ratio Calculation
Date"), then the Leverage Ratio will be calculated giving pro forma effect to
such incurrence, assumption, Guarantee, repayment, repurchase, redemption,
defeasance or other discharge of Indebtedness, or such issuance, repurchase or
redemption of preferred stock or Disqualified Stock, and the use of the proceeds
therefrom, as if the same had occurred at the beginning of the applicable
four-quarter reference period.

     In addition, for purposes of calculating the Leverage Ratio:

          (1) Investments, acquisitions, mergers, consolidations and
     dispositions that have been made by the specified Person or any of its
     Restricted Subsidiaries, or any Person or any of its Restricted
     Subsidiaries acquired by, merged or consolidated with the specified Person
     or any of its Restricted Subsidiaries, and including any related financing
     transactions and including increases in ownership of Restricted
     Subsidiaries, during the four-quarter reference period or subsequent to
     such reference period and on or prior to the Leverage Ratio Calculation
     Date will be given pro forma effect, including giving effect to Pro Forma
     Cost Savings, as if they had occurred on the first day of the four-quarter
     reference period;

          (2) the Consolidated Adjusted EBITDA attributable to discontinued
     operations, as determined in accordance with GAAP, and operations or
     businesses (and ownership interests therein) disposed of prior to the
     Leverage Ratio Calculation Date, will be excluded;

          (3) any Person that is a Restricted Subsidiary on the Leverage Ratio
     Calculation Date will be deemed to have been a Restricted Subsidiary at all
     times during such four-quarter period; and

          (4) any Person that is not a Restricted Subsidiary on the Leverage
     Ratio Calculation Date will be deemed not to have been a Restricted
     Subsidiary at any time during such four-quarter period.

     For purposes of this definition, whenever pro forma effect is given to a
transaction, the pro forma calculations shall be made in good faith by a
responsible financial or accounting officer of the Issuer.

     "LIBOR," with respect to an Interest Period, will be the rate (expressed as
a percentage per annum) for deposits in U.S. dollars for a six-month period
beginning on the second London Banking Day after the Determination Date that
appears on Telerate Page 3750 as of 11:00 a.m., London time, on the
Determination Date. If Telerate Page 3750 does not include such a rate or is
unavailable on a Determination Date, the Calculation Agent will request the
principal London office of each of four major banks in the London interbank
market, as selected by the Calculation Agent, to provide such bank's offered
quotation (expressed as a percentage per annum), as of approximately 11:00 a.m.,
London time, on such Determination Date, to prime banks in the London interbank
market for deposits in a Representative Amount in U.S. dollars for a six-month
period beginning on the second London Banking Day after the Determination Date.
If at least two such offered quotations are so provided, the rate for the
Interest Period will be the arithmetic mean of such quotations. If fewer than
two such quotations are so provided, the Calculation Agent will request each of
three major banks in New York City, as selected by the Calculation Agent, to
provide such bank's rate (expressed as a percentage per annum), as of
approximately 11:00 a.m., New


                                      -15-

<PAGE>

York City time, on such Determination Date, for loans in a Representative Amount
in U.S. dollars to leading European banks for a six-month period beginning on
the second London Banking Day after the Determination Date. If at least two such
rates are so provided, the rate for the Interest Period will be the arithmetic
mean of such rates. If fewer than two such rates are so provided, then the rate
for the Interest Period will be the rate in effect with respect to the
immediately preceding Interest Period.

     "Lien" means, with respect to any asset, any mortgage, lien, pledge,
charge, security interest or encumbrance of any kind in respect of such asset,
whether or not filed, recorded or otherwise perfected under applicable law,
including any conditional sale or other title retention agreement, any lease in
the nature thereof, any option or other agreement to sell or give a security
interest in and any filing of or agreement to give any financing statement under
the Uniform Commercial Code (or equivalent statutes) of any jurisdiction.

     "London Banking Day" is any day on which dealings in U.S. dollars are
transacted or, with respect to any future date, are expected to be transacted in
the London interbank market.

     "Make-Whole Redemption Date" means the date on which any Note is redeemed
pursuant to Section 5(c) of the Notes.

     "Merger" means the merger of EGL with and into the Company pursuant to the
Agreement and Plan of Merger.

     "Net Income" means, with respect to any specified Person, the net income
(loss) of such Person, determined in accordance with GAAP and before any
reduction in respect of preferred stock dividends.

     "Net Proceeds" means the aggregate cash proceeds received by the Issuer or
any of its Restricted Subsidiaries in respect of any Asset Sale (including,
without limitation, any cash received upon the sale or other disposition of any
non-cash consideration received in any Asset Sale), net of the direct costs
relating to such Asset Sale, including, without limitation, legal, accounting
and investment banking fees, payments made in order to obtain a necessary
consent or required by applicable law, and sales commissions, and any relocation
expenses incurred as a result of the Asset Sale, taxes paid or payable as a
result of the Asset Sale, including taxes resulting from the transfer of the
proceeds of such Asset Sale to the Issuer, in each case, after taking into
account:

          (1) any available tax credits or deductions and any tax sharing
     arrangements;

          (2) amounts required to be applied to the repayment of Indebtedness
     secured by a Lien on the asset or assets that were the subject of such
     Asset Sale;

          (3) any reserve for adjustment in respect of the sale price of such
     asset or assets established in accordance with GAAP;

          (4) any reserve for adjustment in respect of any liabilities
     associated with the asset disposed of in such transaction and retained by
     the Issuer or any Restricted Subsidiary after such sale or other
     disposition thereof;

          (5) any distributions and other payments required to be made to
     minority interest holders in Subsidiaries or joint ventures as a result of
     such Asset Sale; and

          (6) in the event that a Restricted Subsidiary consummates an Asset
     Sale and makes a pro rata payment of dividends to all of its stockholders
     from any cash proceeds of such Asset


                                      -16-

<PAGE>

     Sale, the amount of dividends paid to any stockholder other than the Issuer
     or any other Restricted Subsidiary, provided that any net proceeds of an
     Asset Sale by a Subsidiary that are subject to restrictions on repatriation
     to the Issuer will not be considered Net Proceeds for so long as such
     proceeds are subject to such restrictions.

     "New York Office of the Trustee" means 100 Wall Street, Suite 1600, New
York, New York 10005.

     "Non-Recourse Debt" means Indebtedness:

          (1) as to which neither the Issuer nor any of its Restricted
     Subsidiaries (a) provides credit support of any kind (including any
     undertaking, agreement or instrument that would constitute Indebtedness) or
     (b) is directly or indirectly liable as a guarantor or otherwise; and

          (2) as to which the lenders have been notified in writing or have
     agreed in writing (in the agreement relating thereto or otherwise) that
     they will not have any recourse to the stock or assets of the Issuer or any
     of its Restricted Subsidiaries, except as permitted by the definition of
     "Unrestricted Subsidiary."

     "Non-U.S. Person" means a Person who is not a U.S. Person.

     "Notes" has the meaning assigned to it in the preamble to this Indenture.

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

     "Offering Memorandum" means the Issuer's offering memorandum, dated
September 15, 2005, related to the issuance and sale of the Initial Notes.

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

     "Officers' Certificate" means a certificate signed on behalf of the Issuer
by one Officer of the Issuer, who must be the principal executive officer, the
principal financial officer, the treasurer or the principal accounting officer
of the Issuer, that meets the requirements of Section 13.05 hereof.

     "Opinion of Counsel" means an opinion from legal counsel that meets the
requirements of Section 13.05. The counsel may be an employee of or counsel to
the Issuer or any Subsidiary of the Issuer.

     "Participant" means, with respect to the Depositary, a Person who has an
account with the Depositary.

     "Permitted Business" means (i) any business engaged in by the Issuer or any
of its Restricted Subsidiaries on the Issue Date and (ii) any business or other
activities that are reasonably similar, ancillary, complementary or related to,
or a reasonable extension, development or expansion of, the businesses in which
the Issuer and its Restricted Subsidiaries are engaged on the Issue Date.

     "Permitted Holder" means (A) Welsh, Carson, Anderson & Stowe IX, L.P., WCAS
Capital Partners IV, L.P., Thoma Cressey Fund VI, L.P., Thoma Cressey Fund VII,
L.P., and their respective Investment Affiliates and (B) (i) any officer,
director, employee, member, partner or stockholder of the manager


                                      -17-

<PAGE>

or general partner (or the general partner of the general partner) of any of the
Persons referred to in clause (A); (ii) Rocco A. Ortenzio, Robert A. Ortenzio
and each of the other directors and executive officers of the Issuer referred to
in the Offering Memorandum under the caption "Certain Relationships and Related
Transactions--Arrangements With Our Investors" and each other director, officer
or employee of the Issuer who is a "continuing investor" (as described under the
caption "Security Ownership of Certain Beneficial Owners and Management") as of
the Issue Date; (iii) the spouses, ancestors, siblings, descendants (including
children or grandchildren by adoption) and the descendants of any of the
siblings of the Persons referred to in clause (i) or (ii); (iv) in the event of
the incompetence or death of any of the Persons described in any of clauses (i)
through (iii), such Person's estate, executor, administrator, committee or other
personal representative, in each case who at any particular date shall be the
Beneficial Owner or have the right to acquire, directly or indirectly, Capital
Stock of the Issuer or any direct or indirect parent company of the Issuer; (v)
any trust created for the benefit of the Persons described in any of clauses (i)
through (iv) or any trust for the benefit of any such trust; or (vi) any Person
controlled by any of the Persons described in any of the clauses (i) through
(v). For purposes of this definition, "control," 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 and policies of such Person,
whether through ownership of voting securities or by contract or otherwise.

     "Permitted Investments" means:

          (1) any Investment in the Issuer or in a Restricted Subsidiary;

          (2) any Investment in Cash Equivalents;

          (3) any Investment by the Issuer or any Restricted Subsidiary in a
     Person, if as a result of such Investment:

               (a) such Person becomes a Restricted Subsidiary; or

               (b) such Person, in one transaction or a series of transactions,
          is merged, consolidated or amalgamated with or into, or transfers or
          conveys substantially all of its assets to, or is liquidated into, the
          Issuer or a Restricted Subsidiary;

          (4) any Investment made as a result of the receipt of non-cash
     consideration from an Asset Sale that was made pursuant to and in
     compliance with Section 4.10 hereof;

          (5) any Investment solely in exchange for the issuance of Equity
     Interests (other than Disqualified Stock) of the Issuer;

          (6) any Investments received in compromise, settlement or resolution
     of (A) obligations of trade debtors or customers that were incurred in the
     ordinary course of business of the Issuer or any of its Restricted
     Subsidiaries, including pursuant to any plan of reorganization or similar
     arrangement upon the bankruptcy or insolvency of any trade debtor or
     customer, (B) litigation, arbitration or other disputes with Persons who
     are not Affiliates or (C) as a result of a foreclosure by the Issuer or any
     Restricted Subsidiary with respect to any secured Investment or other
     transfer of title with respect to any secured Investment in default;

          (7) Investments represented by Hedging Obligations entered into to
     protect against fluctuations in interest rates, exchange rates and
     commodity prices;


                                      -18-

<PAGE>

          (8) any Investment in payroll, travel and similar advances to cover
     business-related travel expenses, moving expenses or other similar
     expenses, in each case incurred in the ordinary course of business;

          (9) Investments in receivables owing to the Issuer or any Restricted
     Subsidiary if created or acquired in the ordinary course of business and
     payable or dischargeable in accordance with customary trade terms;
     provided, however, that such trade terms may include such concessionary
     trade terms as the Issuer or any such Restricted Subsidiary deems
     reasonable under the circumstances;

          (10) Investments in prepaid expenses, negotiable instruments held for
     collection and lease, utility and workers compensation, performance and
     similar deposits entered into as a result of the operations of the business
     in the ordinary course of business;

          (11) obligations of one or more officers or other employees of the
     Issuer or any of its Restricted Subsidiaries in connection with such
     officer's or employee's acquisition of shares of Capital Stock of the
     Issuer or Capital Stock of any direct or indirect parent company of the
     Issuer so long as no cash or other assets are paid by the Issuer or any of
     its Restricted Subsidiaries to such officers or employees in connection
     with the acquisition of any such obligations;

          (12) loans or advances to and guarantees provided for the benefit of
     employees made in the ordinary course of business of the Issuer or the
     Restricted Subsidiary in an aggregate principal amount not to exceed $5.0
     million at any one time outstanding;

          (13) Investments existing on the Issue Date or an Investment
     consisting of any extension, modification or renewal of any Investment
     existing as of the Issue Date (excluding any such extension, modification
     or renewal involving additional advances, contributions or other
     investments of cash or property or other increases thereof unless it is a
     result of the accrual or accretion of interest or original issue discount
     or payment-in-kind pursuant to the terms, as of the Issue Date, of the
     original Investment so extended, modified or renewed);

          (14) repurchases of the Notes;

          (15) other Investments in any Person having an aggregate Fair Market
     Value (measured on the date each such Investment was made and without
     giving effect to subsequent changes in value), when taken together with all
     other Investments made pursuant to this clause (15) that are at the time
     outstanding not to exceed $50.0 million; provided, however, that if any
     Investment pursuant to this clause (15) is made in any Person that is not a
     Restricted Subsidiary at the date of the making of such Investment and such
     Person becomes a Restricted Subsidiary after such date, such Investment
     shall thereafter be deemed to have been made pursuant to clause (1) above
     and shall cease to have been made pursuant to this clause (15) for so long
     as such Person continues to be a Restricted Subsidiary (it being understood
     that if such Person thereafter ceases to be a Restricted Subsidiary, such
     Investment will again be deemed to have been made pursuant to this clause
     (15));

          (16) the acquisition by a Receivables Subsidiary in connection with a
     Qualified Receivables Transaction of Equity Interests of a trust or other
     Person established by such Receivables Subsidiary to effect such Qualified
     Receivables Transaction; and any other Investment by the Issuer or a
     Subsidiary of the Issuer in a Receivables Subsidiary or any Investment by a
     Receivables Subsidiary in any other Person in connection with a Qualified
     Receivables Transaction customary for such transactions;


                                      -19-

<PAGE>

          (17) payments to any Captive Insurance Subsidiary in an amount equal
     to (i) the capital required under the applicable laws or regulations of the
     jurisdiction in which such Captive Insurance Subsidiary is formed or
     determined by independent actuaries as prudent and necessary capital to
     operate such Captive Insurance Subsidiary plus (ii) any reasonable general
     corporate and overhead expenses of such Captive Insurance Subsidiary;

          (18) Investments in joint ventures in an amount not to exceed $80.0
     million outstanding at any time; provided that (i) substantially all of the
     business activities of any such joint venture consists of owning or
     operating facilities of the Issuer or a Restricted Subsidiary and (ii) a
     majority of the Voting Stock of such Person is owned by the Issuer, its
     Restricted Subsidiaries and/or other Persons that are not Affiliates of the
     Issuer; and

          (19) Guarantees of Indebtedness of the Issuer or a Restricted
     Subsidiary permitted under Section 4.09 and performance guarantees in the
     ordinary course of business.

     "Permitted Liens" means:

          (1) Liens on assets of the Issuer or any of its Restricted
     Subsidiaries securing any Indebtedness (x) of a Restricted Subsidiary
     (including any Guarantee by the Issuer in respect thereof) that was
     permitted by the terms of this Indenture to be incurred or (y) of the
     Issuer permitted in clauses (1), (10) and (18) of Section 4.09(b);

          (2) Liens in favor of the Issuer or any Restricted Subsidiary;

          (3) Liens on property or assets of a Person, plus renewals and
     extensions of such Liens, existing at the time such Person is merged with
     or into, consolidated with or acquired by the Issuer or any Restricted
     Subsidiary; provided that such Liens were in existence prior to the
     contemplation of such merger, consolidation or acquisition and do not
     extend to any assets other than those of the Person merged into,
     consolidated with or acquired by the Issuer or such Subsidiary;

          (4) Liens on property (including Capital Stock) existing at the time
     of acquisition of the property by the Issuer or any Restricted Subsidiary;
     provided that such Liens were in existence prior to, such acquisition, and
     not incurred in contemplation of, such acquisition;

          (5) Liens (including deposits and pledges) to secure the performance
     of public or statutory obligations, progress payments, surety or appeal
     bonds, performance bonds or other obligations of a like nature incurred in
     the ordinary course of business;

          (6) Liens to secure Indebtedness (including Capital Lease Obligations)
     permitted by Section 4.09(b)(4) covering only the assets acquired,
     constructed or improved with or financed by such Indebtedness;

          (7) Liens existing on the Issue Date, plus renewals and extensions of
     such Liens;

          (8) Liens for taxes, assessments or governmental charges or claims
     that are not yet delinquent or that are being contested in good faith by
     appropriate proceedings promptly instituted and diligently concluded;
     provided that any reserve or other appropriate provision as is required in
     conformity with GAAP has been made therefor;


                                      -20-

<PAGE>

          (9) Liens imposed by law, such as carriers', warehousemen's,
     landlord's, materialmen's, laborers', employees', suppliers' and mechanics'
     Liens, in each case, incurred in the ordinary course of business;

          (10) survey exceptions, title defects, encumbrances, easements or
     reservations of, or rights of others for, licenses, rights-of-way, sewers,
     electric lines, telegraph and telephone lines and other similar purposes,
     or zoning or other restrictions as to the use of real property that do not
     materially interfere with the ordinary conduct of the business of the
     Issuer and its Subsidiaries, taken as a whole;

          (11) Liens created for the benefit of (or to secure) the Notes;

          (12) Liens to secure any Permitted Refinancing Indebtedness permitted
     to be incurred under this Indenture; provided, however, that:

               (a) the new Lien shall be limited to all or part of the same
          property and assets that secured or, under the written agreements
          pursuant to which the original Lien arose, could secure the original
          Indebtedness (plus improvements and accessions to, such property or
          proceeds or distributions thereof); and

               (b) the Indebtedness secured by the new Lien is not increased to
          any amount greater than the sum of (x) the outstanding principal
          amount, or, if greater, committed amount, of the Permitted Refinancing
          Indebtedness and (y) an amount necessary to pay any fees and expenses,
          including premiums, related to such renewal, refunding, refinancing,
          replacement, defeasance or discharge;

          (13) Liens incurred in the ordinary course of business of the Issuer
     or any Subsidiary of the Issuer with respect to obligations that do not
     exceed $10.0 million at any one time outstanding;

          (14) Liens incurred in connection with a Qualified Receivables
     Transaction (which, in the case of the Issuer and its Restricted
     Subsidiaries (other than Receivables Subsidiaries) shall be limited to
     receivables and related assets referred to in the definition of "Qualified
     Receivables Transaction");

          (15) security for the payment of workers' compensation, unemployment
     insurance, other social security benefits or other insurance-related
     obligations (including, but not limited to, in respect of deductibles,
     self-insured retention amounts and premiums and adjustments thereto)
     entered into in the ordinary course of business;

          (16) deposits or pledges in connection with bids, tenders, leases and
     contracts (other than contracts for the payment of money) entered into in
     the ordinary course of business;

          (17) zoning restrictions, easements, licenses, reservations,
     provisions, encroachments, encumbrances, protrusion permits, servitudes,
     covenants, conditions, waivers, restrictions on the use of property or
     minor irregularities of title (and with respect to leasehold interests,
     mortgages, obligations, liens and other encumbrances incurred, created,
     assumed or permitted to exist and arising by, through or under a landlord
     or owner of the leased property, with or without consent of the lessee), in
     each case, not materially interfering with the ordinary conduct of the
     business of the Issuer and its Subsidiaries, taken as a whole;


                                      -21-

<PAGE>

          (18) leases, subleases, licenses or sublicenses to third parties
     entered into in the ordinary course of business;

          (19) Liens securing Hedging Obligations entered into to protect
     against fluctuations in interest rates, exchange rates and commodity
     prices;

          (20) Liens arising out of judgments, decrees, orders or awards in
     respect of which the Issuer shall in good faith be prosecuting an appeal or
     proceedings for review which appeal or proceedings shall not have been
     finally terminated, or if the period within which such appeal or
     proceedings may be initiated shall not have expired;

          (21) Liens on Capital Stock of an Unrestricted Subsidiary that secure
     Indebtedness or other obligation of such Unrestricted Subsidiary;

          (22) Liens on the assets of Restricted Subsidiaries securing
     Indebtedness of the Issuer or the Restricted Subsidiaries that were
     permitted by the terms of this Indenture to be incurred;

          (23) Liens arising from filing Uniform Commercial Code financing
     statements regarding leases;

          (24) Liens (i) of a collection bank arising under Section 4-210 of the
     Uniform Commercial Code on items in the course of collection and (ii) in
     favor of banking institution encumbering deposits (including the right of
     set-off) and which are within the general parameters customary in the
     banking industry; and

          (25) Liens encumbering reasonable customary initial deposits and
     margin deposits and similar Liens attaching to brokerage accounts incurred
     in the ordinary course of business and not for speculative purposes.

     "Permitted Payments to Parent" means

          (1) payments, directly or indirectly, to any direct or indirect parent
     company of the Issuer to be used by such direct or indirect parent company
     of the Issuer to pay (x) consolidated, combined or similar federal, state
     and local taxes payable by such parent company and directly attributable to
     (or arising as a result of) the operations of the Issuer and its
     Subsidiaries and (y) franchise or similar taxes and fees of such parent
     company required to maintain such parent company's corporate or other
     existence and other taxes; provided that:

               (a) the amount of such dividends, distributions or advances paid
          shall not exceed (x) the amount that would be due with respect to a
          consolidated, combined or similar federal, state or local tax return
          that included the Issuer and its Subsidiaries if the Issuer were a
          corporation for federal, state and local tax purposes plus (y) the
          actual amount of such franchise or similar taxes and fees of such
          parent company required to maintain such parent company's corporate or
          other existence and other taxes, each as applicable; and

               (b) such payments are used by such parent company for such
          purposes within 90 days of the receipt of such payments; and

          (2) payments, directly or indirectly, to any direct or indirect parent
     company of the Issuer if the proceeds thereof are used to pay general
     corporate and overhead expenses (including


                                      -22-
<PAGE>

     salaries and other compensation of employees) incurred in the ordinary
     course of its business or of the business of such parent company of the
     Issuer as a direct or indirect holding company for the Issuer or used to
     pay fees and expenses (other than to Affiliates) relating to any
     unsuccessful debt or equity financing.

     "Permitted Refinancing Indebtedness" means any Indebtedness of the Issuer
or any of its Restricted Subsidiaries issued in exchange for, or the net
proceeds of which are used to extend, renew, refund, refinance, replace, defease
or discharge other Indebtedness of the Issuer or any of its Restricted
Subsidiaries (other than intercompany Indebtedness); provided that:

          (1) the principal amount (or accreted value, if applicable) of such
     Permitted Refinancing Indebtedness does not exceed the principal amount (or
     accreted value, if applicable) of the Indebtedness extended, renewed,
     refunded, refinanced, replaced, defeased or discharged (plus all accrued
     interest on the Indebtedness and the amount of all fees, commissions,
     discounts and expenses, including premiums, incurred in connection
     therewith);

          (2) either (a) such Permitted Refinancing Indebtedness has a final
     maturity date later than the final maturity date of, and has a Weighted
     Average Life to Maturity equal to or greater than the Weighted Average Life
     to Maturity of, the Indebtedness being extended, renewed, refunded,
     refinanced, replaced, defeased or discharged or (b) all scheduled payments
     on or in respect of such Permitted Refinancing Indebtedness (other than
     interest payments) shall be at least 91 days following the final scheduled
     maturity of the Notes;

          (3) if the Indebtedness being extended, renewed, refunded, refinanced,
     replaced, defeased or discharged is subordinated in right of payment to the
     Notes, such Permitted Refinancing Indebtedness is subordinated in right of
     payment to the Notes on terms at least as favorable to the Holders as those
     contained in the documentation governing the Indebtedness being extended,
     renewed, refunded, refinanced, replaced, defeased or discharged; and

          (4) such Indebtedness is incurred

               (a) by the Issuer or the applicable Restricted Subsidiary who is
          the obligor on the Indebtedness being renewed, refunded, refinanced,
          replaced, defeased or discharged;

               (b) by any Restricted Subsidiary if the obligor on the
          Indebtedness being renewed, refunded, refinanced, replaced, defeased
          or discharged is a Restricted Subsidiary.

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

     "Private Placement Legend" means the legend set forth in Section 2.06(g)(1)
to be placed on all Notes issued under this Indenture except where otherwise
permitted by the provisions of this Indenture.

     "Pro Forma Cost Savings" means, with respect to any period, the reduction
in net costs and related adjustments that (i) were directly attributable to an
acquisition, merger, consolidation or disposition that occurred during the
four-quarter reference period or subsequent to the four-quarter reference period
and on or prior to the Calculation Date or Leverage Ratio Calculation Date, as
the case may be, and calculated on a basis that is consistent with Regulation
S-X under the Securities Act as in effect and applied as of February 24, 2005,
(ii) were actually implemented by the business that was the subject of any such
acquisition, merger, consolidation or disposition within 12 months after the
date of the acquisition, merger,


                                      -23-

<PAGE>

consolidation or disposition and prior to the Calculation Date or Leverage Ratio
Calculation Date, as the case may be, that are supportable and quantifiable by
the underlying accounting records of such business or (iii) relate to the
business that is the subject of any such acquisition, merger, consolidation or
disposition and that the Issuer reasonably determines are probable based upon
specifically identifiable actions to be taken within 12 months of the date of
the acquisition, merger, consolidation or disposition and, in the case of each
of (i), (ii) and (iii), are described, as provided below, in an Officers'
Certificate, as if all such reductions in costs had been effected as of the
beginning of such period. Pro Forma Cost Savings described above shall be
accompanied by an Officers' Certificate delivered to the Trustee from the
Issuer's chief financial officer that outlines the specific actions taken or to
be taken, the net cost savings achieved or to be achieved from each such action
and that, in the case of clause (iii) above, such savings have been determined
to be probable.

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

     "Qualified Capital Stock" means any Capital Stock that is not Disqualified
Stock.

     "Qualified Proceeds" means any of the following or any combination of the
following:

          (1) Cash Equivalents;

          (2) the Fair Market Value of assets that are used or useful in the
     Permitted Business; and

          (3) the Fair Market Value of the Capital Stock of any Person engaged
     primarily in a Permitted Business if, in connection with the receipt by the
     Issuer or any of its Restricted Subsidiaries of such Capital Stock, such
     Person becomes a Restricted Subsidiary or such Person is merged or
     consolidated into the Issuer or any of its Restricted Subsidiaries;

provided that (i) for purposes of clause (3) of Section 4.07(a), Qualified
Proceeds shall not include Excluded Contributions and (ii) the amount of
Qualified Proceeds shall be reduced by the amount of payments made in respect of
the applicable transaction which are permitted under clause (8) of Section
4.11(b).

     "Qualified Receivables Transaction" means any transaction or series of
transactions entered into by the Issuer or any of its Subsidiaries pursuant to
which the Issuer or any of its Subsidiaries sells, conveys or otherwise
transfers, or grants a security interest, to:

          (1) a Receivables Subsidiary (in the case of a transfer by the Issuer
     or any of its Subsidiaries, which transfer may be effected through the
     Issuer or one or more of its Subsidiaries); and

          (2) if applicable, any other Person (in the case of a transfer by a
     Receivables Subsidiary),

in each case, in any accounts receivable (including health care insurance
receivables), instruments, chattel paper, general intangibles and similar assets
(whether now existing or arising in the future, the "Receivables") of the Issuer
or any of its Subsidiaries, and any assets related thereto, including, without
limitation, all collateral securing such Receivables, all contracts, contract
rights and all guarantees or other obligations in respect of such Receivables,
proceeds of such Receivables and any other assets, which are customarily
transferred or in respect of which security interests are customarily granted in
connection with receivables financings and asset securitization transactions of
such type, together with any related


                                      -24-

<PAGE>

transactions customarily entered into in receivables financings and asset
securitizations, including servicing arrangements.

     "Receivables Fees" means distributions or payments made directly or by
means of discounts with respect to any participation interest issued or sold in
connection with, and other fees paid to a Person that is not a Restricted
Subsidiary in connection with, any Qualified Receivables Transaction.

     "Receivables Subsidiary" means a Subsidiary of the Issuer which engages in
no activities other than in connection with the financing of accounts receivable
and in businesses related or ancillary thereto and that is designated by the
Board of Directors of the Issuer (as provided below) as a Receivables Subsidiary

          (A) no portion of the Indebtedness or any other Obligations
     (contingent or otherwise) of which:

               (1) is guaranteed by the Issuer or any Subsidiary of the Issuer
          (excluding guarantees of Obligations (other than the principal of, and
          interest on, Indebtedness) pursuant to representations, warranties,
          covenants and indemnities entered into in the ordinary course of
          business in connection with a Qualified Receivables Transaction);

               (2) is recourse to or obligates the Issuer or any Subsidiary of
          the Issuer in any way other than pursuant to representations,
          warranties, covenants and indemnities customarily entered into in
          connection with a Qualified Receivables Transaction; or

               (3) subjects any property or asset of the Issuer or any
          Subsidiary of the Issuer (other than accounts receivable and related
          assets as provided in the definition of Qualified Receivables
          Transaction), directly or indirectly, contingently or otherwise, to
          the satisfaction thereof, other than pursuant to representations,
          warranties, covenants and indemnities customarily entered into in
          connection with a Qualified Receivables Transaction; and

          (B) with which neither the Issuer nor any Subsidiary of the Issuer has
     any material contract, agreement, arrangement or understanding other than
     on terms no less favorable to the Issuer or such Subsidiary than those that
     might be obtained at the time from Persons who are not Affiliates of the
     Issuer, other than as may be customary in a Qualified Receivables
     Transaction including for fees payable in the ordinary course of business
     in connection with servicing accounts receivable; and (C) with which
     neither the Issuer nor any Subsidiary of the Issuer has any obligation to
     maintain or preserve such Subsidiary's financial condition or cause such
     Subsidiary to achieve certain levels of operating results. Any such
     designation by the Board of Directors of the Issuer will be evidenced to
     the Trustee by filing with the Trustee a certified copy of the resolution
     of the Board of Directors of the Issuer giving effect to such designation
     and an Officers' Certificate certifying that such designation complied with
     the foregoing conditions.

     "Registration Rights Agreement" means (i) the Exchange and Registration
Rights Agreement, dated as of September 29, 2005 among the Issuer and the
Initial Purchasers, as such agreement may be amended, modified or supplemented
from time to time and (ii) with respect to any Additional Notes, one or more
registration rights agreements among the Issuer and the other parties thereto,
as such agreement(s) may be amended, modified or supplemented from time to time,
relating to rights given by the Issuer to the purchasers of Additional Notes to
register such Additional Notes under the Securities Act.

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


                                      -25-

<PAGE>

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

     "Regulation S Permanent Global Note" means a permanent Global Note in the
form of Exhibit A1 hereto bearing the Global Note Legend and the Private
Placement Legend and deposited with or on behalf of and registered in the name
of the Depositary or its nominee, issued in a denomination equal to the
outstanding principal amount of the Regulation S Temporary Global Note upon
expiration of the Restricted Period.

     "Regulation S Temporary Global Note" means a temporary Global Note in the
form of Exhibit A2 hereto bearing the legend set forth in Section 2.06(g)(3)
deposited with or on behalf of and registered in the name of the Depositary or
its nominee, issued in a denomination equal to the outstanding principal amount
of the Notes initially sold in reliance on Rule 903 of Regulation S.

     "Replacement Preferred Stock" means any Disqualified Stock of the Issuer or
any of its Restricted Subsidiaries issued in exchange for, or the net proceeds
of which are used to renew, refund, refinance, replace or discharge any
Disqualified Stock of the Issuer or any of its Restricted Subsidiaries (other
than intercompany Disqualified Stock); provided that such Replacement Preferred
Stock (i) is issued by the Issuer or by the Restricted Subsidiary who is the
issuer of the Disqualified Stock being redeemed, refunded, refinanced, replaced
or discharged, and (ii) does not have an initial liquidation preference in
excess of the liquidation preference plus accrued and unpaid dividends on the
Disqualified Stock being redeemed, refunded, refinanced, replaced or discharged.

     "Representative Amount" means a principal amount of not less than
$1,000,000 for a single transaction in the relevant market at the relevant time.

     "Responsible Officer," when used with respect to the Trustee, means any
officer within the Corporate Trust Office of the Trustee (or any successor group
of the Trustee) or any other officer of the Trustee customarily performing
functions similar to those performed by any of the above designated officers and
also means, with respect to a particular corporate trust matter, any other
officer to whom such matter is referred because of his knowledge of and
familiarity with the particular subject and who shall have responsibility for
the administration of this Indenture.

     "Restricted Definitive Note" means a Definitive Note bearing the Private
Placement Legend.

     "Restricted Global Note" means a Global Note bearing the Private Placement
Legend.

     "Restricted Investment" means an Investment other than a Permitted
Investment.

     "Restricted Period" means the 40-day distribution compliance period as
defined in Regulation S.

     "Restricted Subsidiary" of a Person means any Subsidiary of the referent
Person that is not an Unrestricted Subsidiary. Unless otherwise specified, all
references to "Restricted Subsidiaries" or "Restricted Subsidiary" are to
Restricted Subsidiaries of the Issuer.

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

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

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


                                      -26-

<PAGE>

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

     "SEC" means the Securities and Exchange Commission.

     "Securities Act" means the Securities Act of 1933, as amended.

     "Select" means Select Medical Corporation, a Delaware corporation.

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

     "Significant Subsidiary" means any Subsidiary that would be a "significant
subsidiary" as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated
pursuant to the Securities Act, as such Regulation is in effect on the Issue
Date. For purposes of determining whether an Event of Default has occurred, if
any group of Restricted Subsidiaries as to which a particular event has occurred
and is continuing at any time would be, taken as a whole, a "Significant
Subsidiary" then such event shall be deemed to have occurred with respect to a
Significant Subsidiary.

     "Stated Maturity" means, with respect to any installment of interest or
principal on any series of Indebtedness, the date on which the payment of
interest or principal was scheduled to be paid in the documentation governing
such Indebtedness as of the Issue Date, and will not include any contingent
obligations to repay, redeem or repurchase any such interest or principal prior
to the date originally scheduled for the payment thereof.

     "Subsidiary" means, with respect to any specified Person:

          (1) any corporation, association or other business entity of which
     more than 50% of the total voting power of shares of Capital Stock entitled
     (without regard to the occurrence of any contingency and after giving
     effect to any voting agreement or stockholders' agreement that effectively
     transfers voting power) to vote in the election of directors, managers or
     trustees of the corporation, association or other business entity is at the
     time owned or controlled, directly or indirectly, by that Person or one or
     more of the other Subsidiaries of that Person (or a combination thereof);

          (2) any partnership (a) the sole general partner or the managing
     general partner of which is such Person or a Subsidiary of such Person or
     (b) the only general partners of which are that Person or one or more
     Subsidiaries of that Person (or any combination thereof); and

          (3) any third party professional corporation or similar business
     entity with which the Issuer or any Subsidiary of the Issuer has an
     exclusive management arrangement under which it manages the business of
     such entity and whose financial statements are consolidated with the
     Issuer's financial statements for financial reporting purposes (it being
     understood that the limitations set forth in clause (2) of the definition
     of Consolidated Net Income shall not apply to any such entity).

     "Subsidiary Guarantee" means any Guarantee by a Restricted Subsidiary of
the Issuer's Obligations under this Indenture and the Notes, executed pursuant
to the provisions of this Indenture.

     "Telerate Page 3750" means the display designated as "Page 3750" on the
Moneyline Telerate service or any successor service (or such other page as may
replace Page 3750 on that service or any successor service).


                                      -27-

<PAGE>

     "TIA" means the Trust Indenture Act of 1939 (15 U.S.C. Sections
77aaa-77bbbb) as in effect on the date on which this Indenture is qualified
thereunder.

     "Total Assets" means the total consolidated assets of the Issuer and its
Restricted Subsidiaries as set forth on the most recent consolidated balance
sheet of the Issuer and its Restricted Subsidiaries.

     "Transactions" means (a) the transactions contemplated by the Agreement and
Plan of Merger, including the borrowings under the Credit Agreement, the
offering of the Existing Select Notes and the issuance of the Existing
Subordinated Issuer Notes and the other related transactions described under the
heading "The Transactions" in the offering memorandum for the Existing Select
Notes, and (b) other than for purposes of clause (17) of Section 4.07(b), the
offering and sale of the Initial Notes, the use of proceeds thereof as described
in the Offering Memorandum and the Exchange Offer.

     "Treasury Management Obligations" means obligations under any agreement
governing the provision of treasury or cash management services, including
deposit accounts, funds transfer, automated clearinghouse, zero balance
accounts, returned check concentration, controlled disbursement, lockbox,
account reconciliation and reporting and trade finance services. Treasury
Management Obligations shall not constitute Indebtedness.

     "Treasury Rate" means, with respect to any Make-Whole Redemption Date, the
yield to maturity at the time of computation of United States Treasury
securities with a constant maturity (as compiled and published in the most
recent Federal Reserve Statistical Release H.15(519) that has become publicly
available at least two business days prior to such Make-Whole Redemption Date
(or, if such Statistical Release is no longer published, any publicly available
source of similar market data)) most nearly equal to the period from such
Make-Whole Redemption Date to September 15, 2009; provided, however, that if the
period from such Make-Whole Redemption Date to September 15, 2009 is not equal
to the constant maturity of a United States Treasury security for which a weekly
average yield is given, the Treasury Rate shall be obtained by linear
interpolation (calculated to the nearest one-twelfth of a year) from the weekly
average yields of United States Treasury securities for which such yields are
given, except that if the period from such Make-Whole Redemption Date to
September 15, 2009 is less than one year, the weekly average yield on actually
traded United States Treasury securities adjusted to a constant maturity of one
year shall be used.

     "Trustee" means the party named as such in the preamble to this Indenture
until a successor replaces it in accordance with the applicable provisions of
this Indenture and thereafter means the successor serving hereunder.

     "Unrestricted Definitive Note" means a Definitive Note that does not bear
and is not required to bear the Private Placement Legend.

     "Unrestricted Global Note" means a Global Note that does not bear and is
not required to bear the Private Placement Legend.

     "Unrestricted Subsidiary" means any Subsidiary of the Issuer that is
designated by the Board of Directors of the Issuer as an Unrestricted Subsidiary
pursuant to a resolution of the Board of Directors and any Subsidiary of an
Unrestricted Subsidiary, but only to the extent that such Subsidiary:

          (1) has no Indebtedness other than Non-Recourse Debt; provided that
     this clause (1) shall be deemed to be satisfied for so long as the total
     amount of Indebtedness of all Unrestricted Subsidiaries that is not
     Non-Recourse Debt does not exceed, measured as of the date of incurrence
     thereof, 1% of Total Assets;


                                      -28-

<PAGE>

          (2) except with respect to any Indebtedness permitted by clause (1)
     above, is not party to any agreement, contract, arrangement or
     understanding with the Issuer or any Restricted Subsidiary unless the terms
     of any such agreement, contract, arrangement or understanding are no less
     favorable to the Issuer or such Restricted Subsidiary than those permitted
     under Section 4.11 hereof;

          (3) is a Person with respect to which neither the Issuer nor any of
     its Restricted Subsidiaries has any direct or indirect obligation to
     maintain or preserve such Person's financial condition or to cause such
     Person to achieve any specified levels of operating results; and

          (4) has not guaranteed or otherwise directly or indirectly provided
     credit support for any Indebtedness of the Issuer or any of its Restricted
     Subsidiaries.

     "U.S. Person" means a U.S. Person as defined in Rule 902(k) promulgated
under the Securities Act.

     "Voting Stock" of any specified Person as of any date means the Capital
Stock of such Person that is at the time entitled to vote in the election of the
Board of Directors of such Person.

     "Weighted Average Life to Maturity" means, when applied to any Indebtedness
at any date, the number of years obtained by dividing:

          (1) the sum of the products obtained by multiplying (a) the amount of
     each then remaining installment, sinking fund, serial maturity or other
     required payments of principal, including payment at final maturity, in
     respect of the Indebtedness, by (b) the number of years (calculated to the
     nearest one-twelfth) that will elapse between such date and the making of
     such payment; by

          (2) the then outstanding principal amount of such Indebtedness.

     SECTION 1.02 Other Definitions.

<TABLE>
<CAPTION>
Term                                       Defined in Section
----                                   --------------------------
<S>                                    <C>
"Affiliate Transaction".............   4.11
"Asset Sale Offer"..................   3.09
"Authentication Order"..............   2.02
"Calculation Date"..................   1.01 (Definition of "Fixed
                                            Charge Coverage
                                            Ratio")
"Change of Control Offer"...........   4.15
"Change of Control Payment".........   4.15
"Change of Control Payment Date"....   4.15
"Covenant Defeasance"...............   8.03
"DTC"...............................   2.03
"Event of Default"..................   6.01
"Excess Proceeds"...................   4.10
"incur".............................   4.09
"Legal Defeasance"..................   8.02
"Leverage Ratio Calculation Date"...   1.01 (Definition of
                                            "Leverage Ratio")
</TABLE>


                                      -29-

<PAGE>

<TABLE>
<S>                                    <C>
"Offer Amount"......................   3.09
"Offer Period"......................   3.09
"Paying Agent"......................   2.03
"Payment Default"...................   6.01
"Permitted Debt"....................   4.09
"Purchase Date".....................   3.09
"Registrar".........................   2.03
"Restricted Payments"...............   4.07
"Temporary Notes"...................   2.10
</TABLE>

     SECTION 1.03 Incorporation by Reference of Trust Indenture Act.

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

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

     "indenture securities" means the Notes;

     "indenture security holder" means a Holder of a Note;

     "indenture to be qualified" means this Indenture;

     "indenture trustee" or "institutional trustee" means the Trustee; and

     "obligor" on the Notes and the Guarantees means the Issuer and the
Guarantors, respectively, and any successor obligor upon the Notes and the
Guarantees, respectively.

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

     SECTION 1.04 Rules of Construction and Calculation.

     (a) Unless the context otherwise requires:

          (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 GAAP;

          (3) "or" is not exclusive;

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

          (5) "will" shall be interpreted to express a command;

          (6) provisions apply to successive events and transactions;

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


                                      -30-

<PAGE>

          (8) "including" shall be interpreted to mean "including without
     limitation"; and

          (9) references to Sections, Articles and Exhibits shall refer to
     Sections, Articles and Exhibits of this Indenture.

     (b) All financial calculations regarding the Issuer and its Subsidiaries
for periods prior to the Issue Date shall be based upon the consolidated
financial statements of Select and its Subsidiaries.

                                   ARTICLE 2.

                                    THE NOTES

     SECTION 2.01 Form and Dating.

     (a) General. The Notes and the Trustee's certificate of authentication
shall be substantially in the form of Exhibits A1 or A2 attached hereto. The
Notes may have notations, legends or endorsements required by law, stock
exchange rule or usage (provided that any such notation, legend or endorsement
required by usage is in a form reasonably acceptable to the Issuer). Each Note
shall be dated the date of its authentication. The Notes shall be in
denominations of $1,000 and integral multiples thereof.

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

     (b) Global Notes. Notes issued in global form shall be substantially in the
form of Exhibits A1 or A2 attached hereto (including the Global Note Legend
thereon and the "Schedule of Exchanges of Interests in the Global Note" attached
thereto). Notes issued in definitive form shall be substantially in the form of
Exhibit A1 attached hereto (but without the Global Note Legend thereon and
without the "Schedule of Exchanges of Interests in the Global Note" attached
thereto). Each Global Note shall represent such of the outstanding Notes as
shall be specified therein and each shall provide that it represents the
aggregate principal amount of outstanding Notes from time to time endorsed
thereon and that the aggregate principal amount of outstanding Notes represented
thereby may from time to time be reduced or increased, as appropriate, to
reflect exchanges, repurchases, and redemptions. Any endorsement of a Global
Note to reflect the amount of any increase or decrease in the aggregate
principal amount of outstanding Notes represented thereby shall be made by the
Trustee or the Custodian, at the direction of the Trustee, in accordance with
instructions given by the Holder thereof as required by Section 2.06 and shall
be made on the records of the Trustee and the Depositary.

     (c) Temporary Global Notes. Notes offered and sold in reliance on
Regulation S shall be issued initially in the form of the Regulation S Temporary
Global Note, which shall be deposited on behalf of the purchasers of the Notes
represented thereby with the Trustee, at its New York office, as custodian for
the Depositary, and registered in the name of the Depositary or the nominee of
the Depositary, duly executed by the Issuer and authenticated by the Trustee as
hereinafter provided. The Restricted Period shall be terminated upon the receipt
by the Trustee of:

          (1) a written certificate from the Depositary certifying that it has
     received certification of non-United States beneficial ownership of 100% of
     the aggregate principal amount of the Regulation S Temporary Global Note
     (except to the extent of any beneficial owners thereof who acquired an
     interest therein during the Restricted Period pursuant to another exemption
     from


                                      -31-

<PAGE>

     registration under the Securities Act and who shall take delivery of a
     beneficial ownership interest in a 144A Global Note bearing a Private
     Placement Legend, all as contemplated by Section 2.06(b)); and

          (2) an Officers' Certificate from the Issuer.

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

     SECTION 2.02 Execution and Authentication.

     At least one Officer must sign the Notes for the Issuer by manual or
facsimile signature.

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

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

     The Trustee shall authenticate and deliver: (i) on the Issue Date, an
aggregate principal amount of $175.0 million of Senior Floating Rate Notes due
2015, (ii) Additional Notes for an original issue in an aggregate principal
amount specified in an Authentication Order pursuant to this Section 2.02, and
(iii) Exchange Notes for issue only in an Exchange Offer pursuant to the
Registration Rights Agreement, for a like principal amount of Initial Notes or
Additional Notes, in each case upon a written order of the Issuer signed by one
Officer (an "Authentication Order"). Such Authentication Order shall specify the
amount of the Notes to be authenticated and the date on which the original issue
of the Notes is to be authenticated.

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

     SECTION 2.03 Registrar and Paying Agent.

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


                                      -32-

<PAGE>

     The Issuer initially appoints The Depository Trust Company ("DTC") to act
as Depositary with respect to the Global Notes.

     The Issuer initially appoints the Trustee to act as the Registrar and
Paying Agent and to act as Custodian with respect to the Global Notes.

     SECTION 2.04 Paying Agent To Hold Money in Trust.

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

     SECTION 2.05 Holder Lists.

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

     SECTION 2.06 Transfer and Exchange.

     (a) Transfer and Exchange of Global Notes. A Global Note may not be
transferred except in whole (but not in part) by the Depositary to a nominee of
the Depositary, by a nominee of the Depositary to the Depositary or to another
nominee of the Depositary, or by the Depositary or any such nominee to a
successor Depositary or a nominee of such successor Depositary. All Global Notes
shall be exchanged by the Issuer for Definitive Notes if:

          (1) the Depository (a) notifies the Issuer that it is unwilling or
     unable to continue as Depositary for the Global Notes or (b) has ceased to
     be a clearing agency registered under the Exchange Act and, in either case,
     a successor Depositary is not appointed by the Issuer within 120 days after
     the date of such notice from the Depositary;

          (2) there has occurred and is continuing a Default or an Event of
     Default with respect to the Notes.

     Upon the occurrence of any of the preceding events in (1) or (2) above,
Definitive Notes shall be issued in such names as the Depositary shall instruct
the Trustee. Global Notes also may be exchanged or replaced, in whole or in
part, as provided in Sections 2.07 and 2.10. A Global Note may not be exchanged
for another Note other than as provided in this Section 2.06(a); however,
beneficial interests in a Global Note may be transferred and exchanged as
provided in Section 2.06(b), (c) or (f).


                                      -33-
<PAGE>

     (b) Transfer and Exchange of Beneficial Interests in the Global Notes. The
transfer and exchange of beneficial interests in the Global Notes shall be
effected through the Depositary, in accordance with the provisions of this
Indenture and the Applicable Procedures. Beneficial interests in the Restricted
Global Notes shall be subject to restrictions on transfer comparable to those
set forth herein to the extent required by the Securities Act. Transfers of
beneficial interests in the Global Notes also shall require compliance with
either subparagraph (1) or (2) below, as applicable, as well as one or more of
the other following subparagraphs, as applicable:

          (1) Transfer of Beneficial Interests in the Same Global Note.
     Beneficial interests in any Restricted Global Note may be transferred to
     Persons who take delivery thereof in the form of a beneficial interest in
     the same Restricted Global Note in accordance with the transfer
     restrictions set forth in the Private Placement Legend; provided, however,
     that prior to the expiration of the Restricted Period, transfers of
     beneficial interests in the Regulation S Temporary Global Note may not be
     made to a U.S. Person or for the account or benefit of a U.S. Person (other
     than an Initial Purchaser). Beneficial interests in any Unrestricted Global
     Note may be transferred to Persons who take delivery thereof in the form of
     a beneficial interest in an Unrestricted Global Note. No written orders or
     instructions shall be required to be delivered to the Registrar to effect
     the transfers described in this Section 2.06(b)(1).

          (2) All Other Transfers and Exchanges of Beneficial Interests in
     Global Notes. In connection with all transfers and exchanges of beneficial
     interests that are not subject to Section 2.06(b)(1) above, the transferor
     of such beneficial interest must deliver to the Registrar either:

               (A) both:

                    (i) a written order from a Participant or an Indirect
               Participant given to the Depositary in accordance with the
               Applicable Procedures directing the Depositary to credit or cause
               to be credited a beneficial interest in another Global Note in an
               amount equal to the beneficial interest to be transferred or
               exchanged; and

                    (ii) instructions given in accordance with the Applicable
               Procedures containing information regarding the Participant
               account to be credited with such increase; or

               (B) both:

                    (i) a written order from a Participant or an Indirect
               Participant given to the Depositary in accordance with the
               Applicable Procedures directing the Depositary to cause to be
               issued a Definitive Note in an amount equal to the beneficial
               interest to be transferred or exchanged; and

                    (ii) instructions given by the Depositary to the Registrar
               containing information regarding the Person in whose name such
               Definitive Note shall be registered to effect the transfer or
               exchange referred to in clause (i) above; provided that in no
               event shall Definitive Notes be issued upon the transfer or
               exchange of beneficial interests in the Regulation S Temporary
               Global Note prior to (A) the expiration of the Restricted Period
               and (B) the receipt by the Registrar of any certificates required
               pursuant to Rule 903 under the Securities Act.


                                      -34-

<PAGE>

          Upon consummation of an Exchange Offer by the Issuer in accordance
     with Section 2.06(f), the requirements of this Section 2.06(b)(2) shall be
     deemed to have been satisfied upon receipt by the Registrar of the
     instructions contained in the Letter of Transmittal delivered by the holder
     of such beneficial interests in the Restricted Global Notes.

          Upon satisfaction of all of the requirements for transfer or exchange
     of beneficial interests in Global Notes contained in this Indenture and the
     Notes or otherwise applicable under the Securities Act, the Trustee shall
     adjust the principal amount of the relevant Global Note(s) pursuant to
     Section 2.06(h).

          (3) Transfer of Beneficial Interests to Another Restricted Global
     Note. A beneficial interest in any Restricted Global Note may be
     transferred to a Person who takes delivery thereof in the form of a
     beneficial interest in another Restricted Global Note if the transfer
     complies with the requirements of Section 2.06(b)(2) above and the
     Registrar receives the following:

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

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

          (4) Transfer and Exchange of Beneficial Interests in a Restricted
     Global Note for Beneficial Interests in an Unrestricted Global Note. A
     beneficial interest in any Restricted Global Note may be exchanged by any
     holder thereof for a beneficial interest in an Unrestricted Global Note or
     transferred to a Person who takes delivery thereof in the form of a
     beneficial interest in an Unrestricted Global Note if the exchange or
     transfer complies with the requirements of Section 2.06(b)(2) above and:

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

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

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

               (D) the Registrar receives the following:

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


                                      -35-

<PAGE>

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

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

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

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

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

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

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

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

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

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

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


                                      -36-

<PAGE>

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

the Trustee shall cause the aggregate principal amount of the applicable Global
Note to be reduced accordingly pursuant to Section 2.06(h), and the Issuer shall
execute and the Trustee shall authenticate and deliver to the Person designated
in the instructions a Definitive Note in the appropriate principal amount. Any
Definitive Note issued in exchange for a beneficial interest in a Restricted
Global Note pursuant to this Section 2.06(c) shall be registered in such name or
names and in such authorized denomination or denominations as the holder of such
beneficial interest shall instruct the Registrar through instructions from the
Depositary and the Participant or Indirect Participant. The Trustee shall
deliver such Definitive Notes to the Persons in whose names such Notes are so
registered. Any Definitive Note issued in exchange for a beneficial interest in
a Restricted Global Note pursuant to this Section 2.06(c)(1) shall bear the
Private Placement Legend and shall be subject to all restrictions on transfer
contained therein.

     (2) Beneficial Interests in Regulation S Temporary Global Note to
Definitive Notes. Notwithstanding Sections 2.06(c)(1)(A) and (C), a beneficial
interest in the Regulation S Temporary Global Note may not be exchanged for a
Definitive Note or transferred to a Person who takes delivery thereof in the
form of a Definitive Note prior to (A) the expiration of the Restricted Period
and (B) the receipt by the Registrar of any certificates required pursuant to
Rule 903(b)(3)(ii)(B) under the Securities Act, except in the case of a transfer
pursuant to an exemption from the registration requirements of the Securities
Act other than Rule 903 or Rule 904.

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

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

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

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

          (D) the Registrar receives the following:

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

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


                                      -37-

<PAGE>

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

     (4) Beneficial Interests in Unrestricted Global Notes to Unrestricted
Definitive Notes. If any holder of a beneficial interest in an Unrestricted
Global Note proposes to exchange such beneficial interest for a Definitive Note
or to transfer such beneficial interest to a Person who takes delivery thereof
in the form of a Definitive Note, then, upon satisfaction of the conditions set
forth in Section 2.06(b)(2), the Trustee shall cause the aggregate principal
amount of the applicable Global Note to be reduced accordingly pursuant to
Section 2.06(h), and the Issuer shall execute and the Trustee shall authenticate
and deliver to the Person designated in the instructions a Definitive Note in
the appropriate principal amount. Any Definitive Note issued in exchange for a
beneficial interest pursuant to this Section 2.06(c)(4) shall be registered in
such name or names and in such authorized denomination or denominations as the
holder of such beneficial interest requests through instructions to the
Registrar from or through the Depositary and the Participant or Indirect
Participant. The Trustee shall deliver such Definitive Notes to the Persons in
whose names such Notes are so registered. Any Definitive Note issued in exchange
for a beneficial interest pursuant to this Section 2.06(c)(4) shall not bear the
Private Placement Legend.

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

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

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

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

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

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

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

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


                                      -38-

<PAGE>

the Trustee shall cancel the Restricted Definitive Note and increase or cause to
be increased the aggregate principal amount of the applicable Global Note.

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

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

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

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

          (D) the Registrar receives the following:

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

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

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

     Upon satisfaction of the conditions of any of the subparagraphs in this
Section 2.06(d)(2), the Trustee shall cancel the Definitive Notes and increase
or cause to be increased the aggregate principal amount of the Unrestricted
Global Note.

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

     If any such exchange or transfer from a Definitive Note to a beneficial
interest is effected pursuant to subparagraphs (2)(B), (2)(D) or (3) above at a
time when an Unrestricted Global Note has not yet


                                      -39-

<PAGE>

been issued, the Issuer shall issue and, upon receipt of an Authentication Order
in accordance with Section 2.02, the Trustee shall authenticate one or more
Unrestricted Global Notes in an aggregate principal amount equal to the
principal amount of Definitive Notes transferred or exchanged pursuant to
subparagraph (2)(B), (2)(D) or (3) above.

     (e) Transfer and Exchange of Definitive Notes for Definitive Notes. Upon
request by a Holder of Definitive Notes and such Holder's compliance with the
provisions of this Section 2.06(e), the Registrar shall register the transfer or
exchange of Definitive Notes. Prior to such registration of transfer or
exchange, the requesting Holder must present or surrender to the Registrar the
Definitive Notes duly endorsed or accompanied by a written instruction of
transfer in form satisfactory to the Registrar duly executed by such Holder or
by its attorney, duly authorized in writing. In addition, the requesting Holder
must provide any additional certifications, documents and information, as
applicable, required pursuant to the following provisions of this Section
2.06(e).

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

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

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

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

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

               (A) such exchange or transfer is effected pursuant to the
          Exchange Offer in accordance with the Registration Rights Agreement
          and the Holder, in the case of an exchange, or the transferee, in the
          case of a transfer, certifies in the applicable Letter of Transmittal
          that it is not (i) a broker-dealer, (ii) a Person participating in the
          distribution of the Exchange Notes or (iii) a Person who is an
          affiliate (as defined in Rule 144) of the Issuer;

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

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


                                      -40-

<PAGE>

               (D) the Registrar receives the following:

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

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

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

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

     (f) Exchange Offer. Upon the occurrence of the Exchange Offer in accordance
with the Registration Rights Agreement, the Issuer shall issue and, upon receipt
of an Authentication Order in accordance with Section 2.02, the Trustee shall
authenticate:

          (1) one or more Unrestricted Global Notes in an aggregate principal
     amount equal to the principal amount of the beneficial interests in the
     Restricted Global Notes accepted for exchange in the Exchange Offer by
     Persons that certify in the applicable Letters of Transmittal that (A) they
     are not Broker-Dealers, (B) they are not participating in a distribution of
     the Exchange Notes and (C) they are not affiliates (as defined in Rule 144)
     of the Issuer; and

          (2) Unrestricted Definitive Notes in an aggregate principal amount
     equal to the principal amount of the Restricted Definitive Notes accepted
     for exchange in the Exchange Offer.

     Concurrently with the issuance of such Notes, the Trustee shall cause the
aggregate principal amount of the applicable Restricted Global Notes to be
reduced accordingly, and the Issuer shall execute and the Trustee shall
authenticate and deliver to the Persons designated by the Holders of Restricted
Definitive Notes so accepted Unrestricted Definitive Notes in the appropriate
principal amount.

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

          (1) Private Placement Legend.

          (A) Except as permitted by subparagraph (B) below, each Global Note
     and each Definitive Note (and all Notes issued in exchange therefor or
     substitution thereof) shall bear the legend in substantially the following
     form.


                                      -41-

<PAGE>

          "THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED
          STATES SECURITIES ACT OF 1933 (THE 'SECURITIES ACT') AND MAY NOT BE
          OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) (1) TO A
          PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL
          BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT
          PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
          INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE
          144A, (2) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE
          904 OF REGULATION S UNDER THE SECURITIES ACT, (3) TO AN INSTITUTIONAL
          ACCREDITED INVESTOR IN A TRANSACTION EXEMPT FROM THE REGISTRATION
          REQUIREMENTS OF THE SECURITIES ACT, (4) PURSUANT TO AN EXEMPTION FROM
          REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER
          (IF AVAILABLE) OR (5) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
          UNDER THE SECURITIES ACT AND (B) IN ACCORDANCE WITH ALL APPLICABLE
          SECURITIES LAWS OF THE STATES OF THE UNITED STATES."

          (B) Notwithstanding the foregoing, any Global Note or Definitive Note
     issued pursuant to subparagraphs (b)(4), (c)(3), (c)(4), (d)(2), (d)(3),
     (e)(2), (e)(3) or (f) of this Section 2.06 (and all Notes issued in
     exchange therefor or substitution thereof) shall not bear the Private
     Placement Legend.

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

          "THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE
          INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE
          BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO
          ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY
          MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.01
          AND SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE
          EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE
          INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR
          CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (4) THIS
          GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE
          PRIOR WRITTEN CONSENT OF THE ISSUERS.

          UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN
          DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY
          THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE
          DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR
          BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A
          NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS
          PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
          COMPANY (55 WATER STREET, NEW YORK, NEW YORK) ("DTC"), TO THE ISSUER
          OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
          ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR


                                      -42-

<PAGE>

          SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
          DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY
          BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
          PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
          IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
          AN INTEREST HEREIN."

          (3) Regulation S Temporary Global Note Legend. Each Regulation S
     Temporary Global Note shall bear a legend in substantially the following
     form.

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

     (h) Cancellation and/or Adjustment of Global Notes. At such time as all
beneficial interests in a particular Global Note have been exchanged for
Definitive Notes or a particular Global Note has been redeemed, repurchased or
canceled in whole and not in part, each such Global Note shall be returned to or
retained and canceled by the Trustee in accordance with Section 2.11. At any
time prior to such cancellation, if any beneficial interest in a Global Note is
exchanged for or transferred to a Person who shall take delivery thereof in the
form of a beneficial interest in another Global Note or for Definitive Notes,
the principal amount of Notes represented by such Global Note shall be reduced
accordingly and an endorsement shall be made on such Global Note by the Trustee
or by the Depositary at the direction of the Trustee to reflect such reduction;
and if the beneficial interest is being exchanged for or transferred to a Person
who shall take delivery thereof in the form of a beneficial interest in another
Global Note, such other Global Note shall be increased accordingly and an
endorsement shall be made on such Global Note by the Trustee or by the
Depositary at the direction of the Trustee to reflect such increase.

     (i) General Provisions Relating to Transfers and Exchanges.

     (1) To permit registrations of transfers and exchanges, the Issuer shall
execute and the Trustee shall authenticate Global Notes and Definitive Notes
upon receipt of an Authentication Order in accordance with Section 2.02 or at
the Registrar's request.

     (2) No service charge shall be made to a Holder of a beneficial interest in
a Global Note or to a Holder of a Definitive Note for any registration of
transfer or exchange, but the Issuer may require payment of a sum sufficient to
cover any transfer tax or similar governmental charge payable in connection
therewith (other than any such transfer taxes or similar governmental charge
payable upon exchange or transfer pursuant to Sections 2.10, 3.06, 3.09, 4.10,
4.15 and 9.06).

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

     (4) All Global Notes and Definitive Notes issued upon any registration of
transfer or exchange of Global Notes or Definitive Notes shall be the valid
obligations of the Issuer, evidencing the


                                      -43-

<PAGE>

same debt, and entitled to the same benefits under this Indenture, as the Global
Notes or Definitive Notes surrendered upon such registration of transfer or
exchange.

     (5) The Issuer shall not be required:

          (A) to issue, to register the transfer of or to exchange any Notes
     during a period beginning at the opening of business 15 days before the day
     of any selection of Notes for redemption under Section 3.02 and ending at
     the close of business on the day of selection;

          (B) to register the transfer of or to exchange any Note selected for
     redemption in whole or in part, except the unredeemed portion of any Note
     being redeemed in part; or

          (C) to register the transfer of or to exchange a Note between a record
     date and the next succeeding interest payment date.

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

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

     (8) All certifications, certificates and Opinions of Counsel required to be
submitted to the Registrar pursuant to this Section 2.06 to effect a
registration of transfer or exchange may be submitted by facsimile.

     (9) Neither the Trustee nor the Registrar shall be under any obligation or
duty to determine or inquire as to compliance with the Securities Act (including
any rules or regulations promulgated thereunder) or any state securities laws
that may be applicable in connection with or with respect to any transfer of any
interest in any Note (including any transfers between or among beneficial owners
of interests in any Global Note) or to monitor, determine or inquire as to
compliance with any restriction on transfer imposed under this Indenture with
respect to transfers of interests in any security (including any transfers
between or among beneficial owners of interests in any Global Notes); except
that the Trustee shall be under a duty to require delivery of such certificates
and other documentation, if any, as are expressly required in the applicable
circumstance, and to do so if and when expressly required by, the terms of this
Indenture, and to examine the same to determine substantial compliance on their
face with the express requirements hereof. The Trustee shall have no
responsibility for (i) the actions or omissions of the Depositary, or for the
accuracy of the books or records of the Depositary and (ii) transfers, of which
it has no knowledge, between or among beneficial owners of interests in the same
Global Note.

     SECTION 2.07 Replacement Notes.

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


                                      -44-

<PAGE>

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

     SECTION 2.08 Outstanding Notes.

     The Notes outstanding at any time are all the Notes authenticated by the
Trustee except for those canceled by it, those delivered to it for cancellation,
those reductions in the interest in a Global Note effected by the Trustee in
accordance with the provisions hereof, and those described in this Section 2.08
as not outstanding. Subject to Section 2.09, a Note does not cease to be
outstanding because the Issuer or an Affiliate of the Issuer holds the Note.

     If a Note is replaced pursuant to Section 2.07, it ceases to be outstanding
unless the Trustee receives proof satisfactory to it that the replaced Note is
held by a protected purchaser.

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

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

     SECTION 2.09 Treasury Notes.

     In determining whether the Holders of the required principal amount of
Notes have concurred in any direction, waiver or consent, Notes owned by the
Issuer or any of its Subsidiaries, shall be considered as though not
outstanding, except that for the purposes of determining whether the Trustee
shall be protected in relying on any such direction, waiver or consent, only
Notes that a Responsible Officer of the Trustee actually knows are so owned
shall be so disregarded.

     SECTION 2.10 Temporary Notes.

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

     Holders of Temporary Notes shall be entitled to all of the benefits of this
Indenture.

     SECTION 2.11 Cancellation.

     The Issuer at any time may deliver Notes to the Trustee for cancellation.
The Registrar and Paying Agent shall forward to the Trustee any Notes
surrendered to them for registration of transfer, exchange or payment. The
Trustee and no one else shall cancel all Notes surrendered for registration of
transfer, exchange, payment, replacement or cancellation and shall dispose of
such canceled Notes (subject to the record retention requirement of the Exchange
Act). Certification of the disposal of all canceled Notes shall be delivered to
the Issuer upon its request therefor. The Issuer may not issue new Notes to
replace Notes that it has paid or that have been delivered to the Trustee for
cancellation. If the Issuer shall acquire any of the Notes, such acquisition
shall not operate as a redemption or satisfaction of the


                                      -45-

<PAGE>

Indebtedness represented by such Notes unless and until the same are surrendered
to the Trustee for cancellation pursuant to this Section 2.11.

     SECTION 2.12 Defaulted Interest.

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

     SECTION 2.13 CUSIP Numbers.

     The Issuer in issuing the Notes may use CUSIP numbers and corresponding
ISIN numbers (if then generally in use), and, if so, the Trustee will use CUSIP
numbers in notices of redemption as a convenience to Holders; provided that any
such notice may state that no representation is made as to the correctness of
such numbers either as printed on the Notes or as contained in any notice of a
redemption and that reliance may be placed only on the other identification
numbers printed on the Notes, and any such redemption will not be affected by
any defect in or omission of such numbers. The Issuer will promptly notify the
Trustee of any change in the CUSIP numbers.

     SECTION 2.14 Issuance of Additional Notes.

     The Issuer will be entitled, from time to time, subject to its compliance
with Section 4.09, without consent of the Holders, to issue Additional Notes
under this Indenture with identical terms as the Initial Notes issued on the
Issue Date other than with respect to (i) the date of issuance, (ii) the issue
price, (iii) the amount of interest payable on the first interest payment date
and (iv) any adjustments in order to conform to and ensure compliance with the
Securities Act (or other applicable securities laws). The Initial Notes issued
on the Issue Date, any Additional Notes and all Exchange Notes issued in
exchange therefor will be treated as a single class for all purposes under this
Indenture.

     With respect to any Additional Notes, the Issuer will set forth in an
Officers' Certificate pursuant to a resolution of the Board of Directors of the
Issuer, copies of which will be delivered to the Trustee, the following
information:

          (1) the aggregate principal amount of such Additional Notes to be
     authenticated and delivered pursuant to this Indenture;

          (2) the issue price, the issue date and the CUSIP number of such
     Additional Notes; provided, however, that no Additional Notes may be issued
     at a price that would cause such Additional Notes to have "original issue
     discount" within the meaning of Section 1273 of the Internal Revenue Code
     of 1986, as amended; and

          (3) whether such Additional Notes will be subject to transfer
     restrictions or will be issued in the form of Exchange Notes.


                                      -46-
<PAGE>

                                   ARTICLE 3.

                            REDEMPTION AND PREPAYMENT

     SECTION 3.01 Notices to Trustee.

     If the Issuer elects to redeem Notes pursuant to the optional redemption
provisions of Section 5 of the Notes, the Issuer shall furnish to the Trustee,
at least 30 days but not more than 60 days before the redemption date, an
Officers' Certificate setting forth:

          (1) the clause of this Indenture pursuant to which the redemption
     shall occur;

          (2) the redemption date;

          (3) the principal amount of Notes to be redeemed; and

          (4) the redemption price.

     SECTION 3.02 Selection of Notes To Be Redeemed or Purchased.

     If less than all of the Notes are to be redeemed or purchased in an offer
to purchase at any time, the Trustee shall select Notes for redemption or
purchase on a pro rata basis except:

          (1) if the Notes are listed on any national securities exchange, in
     compliance with the requirements of the principal national securities
     exchange on which the Notes are listed; or

          (2) if otherwise required by law.

     In the event of partial redemption or purchase by lot, the particular Notes
to be redeemed or purchased shall be selected, unless otherwise provided herein,
not less than 30 nor more than 60 days prior to the redemption or purchase date
by the Trustee from the outstanding Notes not previously called for redemption
or purchase.

     The Trustee shall promptly notify the Issuer in writing of the Notes
selected for redemption or purchase and, in the case of any Note selected for
partial redemption or purchase, the principal amount thereof to be redeemed or
purchased. Notes and portions of Notes selected shall be in amounts of $1,000 or
whole multiples of $1,000; except that if all of the Notes of a Holder are to be
redeemed or purchased, the entire outstanding amount of Notes held by such
Holder, even if not a multiple of $1,000, shall be redeemed or purchased. Except
as provided in the preceding sentence, provisions of this Indenture that apply
to Notes called for redemption or purchase also apply to portions of Notes
called for redemption or purchase.

     SECTION 3.03 Notice of Redemption.

     Subject to the provisions of Section 3.09, at least 30 days but not more
than 60 days before a redemption date, the Issuer shall mail or cause to be
mailed, by first class mail, a notice of redemption to each Holder whose Notes
are to be redeemed at its registered address, except that redemption notices may
be mailed more than 60 days prior to a redemption date if the notice is issued
in connection with a defeasance of the Notes or a satisfaction and discharge of
this Indenture pursuant to Articles 8 or 12 of this Indenture.


                                      -47-

<PAGE>

     The notice shall identify the Notes to be redeemed (including CUSIP
     Number(s)) and shall state:

          (1) the redemption date;

          (2) the redemption price;

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

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

          (5) that Notes called for redemption must be surrendered to the Paying
     Agent to collect the redemption price;

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

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

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

     At the Issuer's request, the Trustee shall give the notice of redemption in
the Issuer's name and at its expense; provided, however, that the Issuer has
delivered to the Trustee, at least 45 days prior to the redemption date (or such
shorter period as to which the Trustee may agree), an Officers' Certificate
requesting that the Trustee give such notice and setting forth the information
to be stated in such notice as provided in the preceding paragraph.

     SECTION 3.04 Effect of Notice of Redemption.

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

     SECTION 3.05 Deposit of Redemption or Purchase Price.

     On the relevant redemption or purchase date, the Issuer shall deposit with
the Trustee or with the Paying Agent money sufficient to pay the redemption or
purchase price of and accrued interest and Additional Interest, if any, on all
Notes to be redeemed or purchased on that date. The Trustee or the Paying Agent
shall promptly return to the Issuer any money deposited with the Trustee or the
Paying Agent by the Issuer in excess of the amounts necessary to pay the
redemption or purchase price of, and accrued interest and Additional Interest,
if any, on, all Notes to be redeemed or purchased.

     If the Issuer complies with the provisions of the preceding paragraph, on
and after the redemption or purchase date, interest and Additional Interest, if
any, shall cease to accrue on the Notes or the portions of Notes called for
redemption or purchase. If a Note is redeemed or purchased on or after an
interest record date but on or prior to the related interest payment date, then
any accrued and unpaid interest shall


                                      -48-

<PAGE>

be paid to the Person in whose name such Note was registered at the close of
business on such record date. If any Note called for redemption or purchase is
not so paid upon surrender for redemption or purchase because of the failure of
the Issuer to comply with the preceding paragraph, interest shall be paid on the
unpaid principal, from the redemption or purchase date until such principal is
paid, and to the extent lawful on any interest not paid on such unpaid
principal, in each case at the rate provided in the Notes and in Section 4.01.

     SECTION 3.06 Notes Redeemed or Purchased in Part.

     Upon surrender of a Note that is redeemed or purchased in part, the Issuer
shall issue and, upon receipt of an Authentication Order, the Trustee shall
authenticate for the Holder at the expense of the Issuer a new Note equal in
principal amount to the unredeemed or unpurchased portion of the Note
surrendered.

     SECTION 3.07 Optional Redemption.

     The Notes are subject to optional redemption as provided in Section 5 of
the Notes. Any redemption of the Notes pursuant to such Section shall be made
pursuant to the provisions of Sections 3.01 through 3.06.

     SECTION 3.08 Mandatory Redemption

     The Issuer is not required to make mandatory redemption or sinking fund
payments with respect to the Notes.

     SECTION 3.09 Offer To Purchase by Application of Excess Proceeds.

     In the event that, pursuant to Section 4.10, the Issuer is required to
commence an offer to all Holders to purchase Notes (an "Asset Sale Offer"), it
shall follow the procedures specified below.

     The Asset Sale Offer shall be made to all Holders and if the Issuer elects
(or is required by the terms of other pari passu indebtedness), all holders of
other Indebtedness that is pari passu with the Notes. The Asset Sale Offer shall
remain open for a period of at least 20 Business Days following its commencement
and not more than 30 Business Days, except to the extent that a longer period is
required by applicable law (the "Offer Period"). No later than five Business
Days after the termination of the Offer Period (the "Purchase Date"), the Issuer
shall apply all Excess Proceeds (the "Offer Amount") to the purchase of Notes
and such other pari passu Indebtedness, if any (on a pro rata basis, if
applicable), or, if less than the Offer Amount has been tendered, all Notes and
other Indebtedness tendered in response to the Asset Sale Offer. Payment for any
Notes so purchased shall be made pursuant to Section 4.01.

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

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


                                      -49-

<PAGE>

          (1) that the Asset Sale Offer is being made pursuant to this Section
     3.09 and Section 4.10 and the length of time the Asset Sale Offer shall
     remain open;

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

          (3) that any Note not tendered or accepted for payment shall continue
     to accrue interest;

          (4) that, unless the Issuer defaults in making such payment, any Note
     accepted for payment pursuant to the Asset Sale Offer shall cease to accrue
     interest after the Purchase Date;

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

          (6) that Holders electing to have Notes purchased pursuant to any
     Asset Sale Offer shall be required to surrender the Note, with the form
     entitled "Option of Holder To Elect Purchase" attached to the Notes
     completed, or transfer by book-entry transfer, to the Issuer, a Depositary,
     if appointed by the Issuer, or a Paying Agent at the address specified in
     the notice at least three days before the Purchase Date;

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

          (8) that, if the aggregate principal amount of Notes and other pari
     passu Indebtedness surrendered by holders thereof exceeds the Offer Amount,
     the Issuer shall select the Notes and other pari passu Indebtedness to be
     purchased on a pro rata basis based on the principal amount of Notes and
     such other pari passu Indebtedness surrendered (with such adjustments as
     may be deemed appropriate by the Issuer so that only Notes in denominations
     of $1,000, or integral multiples thereof, shall be purchased); and

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

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


                                      -50-

<PAGE>

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

                                   ARTICLE 4.

                                    COVENANTS

     SECTION 4.01 Payment of Notes.

     The Issuer shall pay or cause to be paid the principal of, premium, if any,
and interest and Additional Interest, if any, on the Notes on the dates and in
the manner provided in the Notes. Principal, premium, if any, and interest and
Additional Interest, if any, shall be considered paid on the date due if the
Paying Agent, if other than the Issuer or a Subsidiary thereof, holds on the due
date money deposited by or on behalf of the Issuer in immediately available
funds and designated for and sufficient to pay all principal, premium, if any,
and interest then due. The Issuer shall pay all Additional Interest, if any, in
the same manner on the dates and in the amounts set forth in the Registration
Rights Agreement.

     The Issuer shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue principal at the rate equal to
1% per annum in excess of the then applicable interest rate on the Notes to the
extent lawful; it shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue installments of interest and
Additional Interest (without regard to any applicable grace period) at the same
rate to the extent lawful. Interest on the Notes shall accrue from the date of
original issuance or, if interest has already been paid, from the date it was
most recently paid. Interest shall be computed on the basis of a 360-day year
comprised of twelve 30-day months.

     SECTION 4.02 Maintenance of Office or Agency.

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

     The Issuer may also from time to time designate one or more other offices
or agencies where the Notes may be presented or surrendered for any or all such
purposes and may from time to time rescind such designations; provided, however,
that no such designation or rescission shall in any manner relieve the Issuer of
its obligation to maintain an office or agency in the Borough of Manhattan, the
City of New York for such purposes. The Issuer shall give prompt written notice
to the Trustee of any such designation or rescission and of any change in the
location of any such other office or agency.

     The Issuer hereby designates the New York Office of the Trustee as one such
office or agency of the Issuer in accordance with Section 2.03.

     SECTION 4.03 Reports; Quarterly Earnings Calls.

     (a) Whether or not required by the rules and regulations of the SEC, so
long as any Notes are outstanding, the Issuer shall furnish to the Trustee and
the Holders of the Notes:


                                      -51-

<PAGE>

          (1) all quarterly and annual financial information that would be
     required to be contained in a filing with the SEC on Forms 10-Q and 10-K,
     if the Issuer was required to file such Forms, including a "Management's
     Discussion and Analysis of Financial Condition and Results of Operations"
     that describes the Issuer's consolidated financial condition and results of
     operation and, with respect to the annual information only, a report
     thereon by the Issuer's independent registered public accountants, and

          (2) all current reports that would be required to be filed with the
     SEC on Form 8-K if the Issuer was required to file such reports.

     (b) The Issuer may satisfy its obligation to furnish such information to
the Trustee and the Holders at any time by filing such information with the SEC.
In addition, the Issuer agrees that, for so long as any Notes remain
outstanding, the Issuer will furnish to any Beneficial Owner of Notes or to any
prospective purchaser of Notes in connection with any sale thereof, upon their
request, the information required to be delivered pursuant to Rule 144A(d)(4)
under the Securities Act.

     (c) If at any time any direct or indirect parent company of the Issuer
becomes a Guarantor of the Notes (there being no obligation of any direct or
indirect parent company of the Issuer to do so), and such parent company holds
no material assets other than cash, Cash Equivalents and the Capital Stock of
the Issuer or any direct or indirect parent company of the Issuer (and performs
the related incidental activities associated with such ownership) and complies
with the requirements of Rule 3-10 of Regulation S-X promulgated by the SEC (or
any successor provision), the reports, information and other documents required
to be furnished to the Trustee and the Holders or filed with the SEC pursuant to
this Section 4.03 may, at the option of the Issuer, be those of such parent
company rather than the Issuer.

     (d) Notwithstanding the foregoing, such requirements shall be deemed
satisfied with respect to the furnishing of the information described in clause
(1) of Section 4.03(a) for the Issuer's fiscal year ended December 31, 2005 by
the filing with the SEC of the Exchange Offer Registration Statement within the
time period required by the Registration Rights Agreement, with such financial
information that satisfies Regulation S-X of the Securities Act with respect to
the fiscal year ended December 31, 2005.

     (e) So long as the Notes are outstanding and prior to an initial public
offering of common stock of the Issuer or any direct or indirect parent company
of the Issuer, the Issuer will host, with the participation of senior
management, quarterly and annual earnings conference calls within five business
days after the date on which quarterly and annual, as the case may be, financial
information is required to be furnished under this Indenture. Such earnings
conference calls shall be made reasonably accessible to all Holders and shall
cover such matters as would customarily be covered in quarterly or annual
earnings conference calls by an issuer with securities registered under the
Exchange Act. Notwithstanding the foregoing, the Issuer shall be permitted to
defer (or limit the matters covered on) any such conference call if it shall
have determined, on the basis of advice of counsel, that for good and valid
legal reasons the hosting of the call at such time or the discussion of such
matters at such time would not be appropriate; provided, however, that if such
conference call is otherwise still required under this paragraph (e), any such
deferred conference call will be held as soon as practicable thereafter when
such circumstances no longer make it inappropriate to host the call.

     (f) Delivery of any reports, information and documents to the Trustee under
this Section 4.03 is for informational purposes only and the Trustee's receipt
of such shall not constitute constructive notice of any information contained
therein or determinable from information contained therein, including the
Issuer' compliance with any of their covenants hereunder (as to which the
Trustee is entitled to rely exclusively on Officers' Certificates).


                                      -52-

<PAGE>

     SECTION 4.04 Compliance Certificate.

     (a) The Issuer shall deliver to the Trustee, within 120 days after the end
of each fiscal year of the Issuer, an Officers' Certificate stating that a
review of the activities of the Issuer and its Subsidiaries during the preceding
fiscal year has been made under the supervision of the signing Officers with a
view to determining whether the Issuer has kept, observed, performed and
fulfilled its obligations under this Indenture, and further stating, as to each
such Officer signing such certificate, that to his or her knowledge the Issuer
has kept, observed, performed and fulfilled each and every covenant contained in
this Indenture and is not in default in the performance or observance of any of
the terms, provisions and conditions of this Indenture (or, if a Default or
Event of Default has occurred, describing all such Defaults or Events of Default
of which he or she may have knowledge and what action the Issuer is taking or
proposes to take with respect thereto).

     (b) So long as any of the Notes are outstanding, the Issuer shall deliver
to the Trustee, within 30 days upon any Officer becoming aware of any Default or
Event of Default, an Officers' Certificate specifying such Default or Event of
Default and what action the Issuer is taking or proposes to take with respect
thereto.

     SECTION 4.05 [Reserved].

     SECTION 4.06 Stay, Extension and Usury Laws.

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

     SECTION 4.07 Restricted Payments.

     (a) The Issuer shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly:

          (A) declare or pay any dividend or make any other payment or
     distribution on account of the Issuer's or any of its Restricted
     Subsidiaries' Equity Interests (including, without limitation, any payment
     in connection with any merger or consolidation involving the Issuer or any
     of its Restricted Subsidiaries or any payment under the Issuer's Deferred
     Compensation Plan to the extent such payment is funded with a dividend or
     distribution that would have constituted a "Restricted Payment" under the
     terms of the indenture governing the Existing Select Notes) or to the
     direct or indirect holders of the Issuer's or any of its Restricted
     Subsidiaries' Equity Interests in their capacity as such (other than
     dividends or distributions payable in Equity Interests (other than
     Disqualified Stock) of the Issuer); provided that the repurchase,
     redemption or other acquisition or retirement for value of any Equity
     Interests of a Restricted Subsidiary shall not constitute a Restricted
     Payment;

          (B) purchase, redeem or otherwise acquire or retire for value
     (including, without limitation, in connection with any merger or
     consolidation involving the Issuer) any Equity Interests of the Issuer or
     any direct or indirect parent of the Issuer;


                                      -53-

<PAGE>

          (C) make any payment on or with respect to, or purchase, repurchase,
     redeem, defease or otherwise acquire or retire for value any Indebtedness
     that is contractually subordinated to the Notes (excluding any intercompany
     Indebtedness between or among the Issuer and any of its Restricted
     Subsidiaries), except (i) a payment of interest or principal at the Stated
     Maturity thereof or (ii) the purchase, repurchase, redemption, defeasance
     or other acquisition or retirement of any such subordinated Indebtedness
     (other than the Existing Issuer Subordinated Notes or any Permitted
     Refinancing Indebtedness in respect thereof) purchased in anticipation of
     satisfying a sinking fund obligation, principal installment or payment at
     final maturity, in each case within one year of the date of such purchase,
     repurchase, redemption, defeasance or other acquisition or retirement; or

          (D) make any Restricted Investment

(all such payments and other actions set forth in these clauses (A) through (D)
above being collectively referred to as "Restricted Payments"), unless, at the
time of and after giving effect to such Restricted Payment:

          (1) no Default or Event of Default has occurred and is continuing or
     would occur as a consequence of such Restricted Payment;

          (2) the Issuer or such Restricted Subsidiary, as the case may be,
     would, at the time of such Restricted Payment and after giving pro forma
     effect thereto as if such Restricted Payment had been made at the beginning
     of the applicable four-quarter period, have been permitted to incur at
     least $1.00 of additional Indebtedness pursuant to the applicable Fixed
     Charge Coverage Ratio test set forth in Section 4.09(a) of this Indenture;
     provided that for purposes of this clause (2) only, any of the Issuer's
     non-cash interest expense and amortization of original issue discount and
     deferred financing fees shall be excluded from the determination of the
     Fixed Charge Coverage Ratio to the extent not already excluded therefrom;
     and

          (3) such Restricted Payment, together with the aggregate amount of all
     other Restricted Payments made by the Issuer and its Restricted
     Subsidiaries since February 24, 2005 (excluding Restricted Payments
     permitted by clauses (2), (3), (4), (5), (6), (7), (8), (9), (11), (12),
     (13), (14), (15), (16), (17), (18) and (19) of Section 4.07(b)), is less
     than the sum, without duplication, of:

               (A) 50% of the Consolidated Net Income (excluding, for purposes
          of calculating Consolidated Net Income of the Issuer for purposes of
          this clause (3)(A) only, any of the Issuer's non-cash interest expense
          and amortization of original issue discount and deferred financing
          fees to the extent not already excluded from the definition of
          Consolidated Net Income) of the Issuer for the period (taken as one
          accounting period) from the beginning of the first full fiscal quarter
          commencing after February 24, 2005 to the end of the Issuer's most
          recently ended fiscal quarter for which internal financial statements
          are available at the time of such Restricted Payment (or, if such
          Consolidated Net Income (as determined as set forth above) for such
          period is a deficit, less 100% of such deficit); plus

               (B) 100% of the aggregate Qualified Proceeds received by the
          Issuer since February 24, 2005 as a contribution to its equity capital
          (other than Disqualified Stock) or from the issue or sale of Equity
          Interests of the Issuer (other than Disqualified Stock and Excluded
          Contributions) or from the issue or sale of convertible or
          exchangeable Disqualified Stock or convertible or exchangeable debt
          securities of the Issuer that have been


                                      -54-

<PAGE>

          converted into or exchanged for such Equity Interests (other than
          Equity Interests (or Disqualified Stock or debt securities) sold to a
          Subsidiary of the Issuer); plus

               (C) an amount equal to the net reduction in Investments by the
          Issuer and its Restricted Subsidiaries resulting from (i) the sale or
          other disposition (other than to the Issuer or a Restricted
          Subsidiary) of any Restricted Investment that was made after February
          24, 2005 and (ii) repurchases, redemptions and repayments of such
          Restricted Investments and the receipt of any dividends or
          distributions from such Restricted Investments; plus

               (D) to the extent that any Unrestricted Subsidiary of the Issuer
          designated as such after the Issue Date is redesignated as a
          Restricted Subsidiary after the Issue Date, an amount equal to the
          lesser of (i) the Fair Market Value of the Issuer's interest in such
          Subsidiary immediately prior to such redesignation and (ii) the
          aggregate amount of the Issuer's Investments in such Subsidiary that
          was previously treated as a Restricted Payment; plus

               (E) in the event the Issuer and/or any Restricted Subsidiary
          makes any Investment in a Person that, as a result of or in connection
          with such Investment, becomes a Restricted Subsidiary, an amount equal
          to the existing Investment of the Issuer and/or any of its Restricted
          Subsidiaries in such Person that was previously treated as a
          Restricted Payment.

     (b) Section 4.07(a) shall not prohibit:

          (1) the payment of any dividend or other distribution or the
     consummation of any irrevocable redemption within 60 days after the date of
     declaration of the dividend or giving of the redemption notice, as the case
     may be, if at the date of declaration or notice, the dividend or redemption
     payment would have complied with the provisions of this Indenture;

          (2) the making of any Restricted Payment in exchange for, or out of
     the net cash proceeds of the substantially concurrent sale (other than to a
     Restricted Subsidiary) of, Equity Interests of the Issuer (other than
     Disqualified Stock) or from the substantially concurrent contribution of
     equity capital to the Issuer (other than Disqualified Stock); provided that
     the amount of any such net cash proceeds that are utilized for any such
     Restricted Payment shall be excluded from clause (3)(B) of Section 4.07(a);

          (3) the repurchase, redemption, defeasance or other acquisition or
     retirement for value of Indebtedness of the Issuer that is contractually
     subordinated to the Notes with the net cash proceeds from a substantially
     concurrent incurrence of Permitted Refinancing Indebtedness, or from the
     substantially concurrent sale (other than to a Restricted Subsidiary) of,
     Equity Interests of the Issuer (other than Disqualified Stock) or from the
     substantially concurrent contribution of equity capital to the Issuer
     (other than Disqualified Stock); provided that the amount of any such net
     cash proceeds that are utilized for any such Restricted Payment will be
     excluded from clause (3)(B) of Section 4.07(a);

          (4) the declaration and payment of regularly scheduled or accrued
     dividends to holders of any class or series of Disqualified Stock of the
     Issuer or any Restricted Subsidiary of which Disqualified Stock was issued
     after the Issue Date in accordance with Section 4.09;


                                      -55-

<PAGE>

          (5) the repurchase, redemption or other acquisition or retirement for
     value of Disqualified Stock of the Issuer or any Restricted Subsidiary made
     by exchange for, or out of the proceeds of the substantially concurrent
     sale of Replacement Preferred Stock that is permitted to be incurred
     pursuant to Section 4.09;

          (6) the payment of any dividend (or any similar distribution) by a
     Restricted Subsidiary to the holders of its Equity Interests on a pro rata
     basis;

          (7) the repurchase, redemption or other acquisition or retirement for
     value of any Equity Interests of the Issuer or any Restricted Subsidiary
     held by any current or former officer, director, employee or consultant of
     the Issuer or any of its Restricted Subsidiaries, and any dividend payment
     or other distribution by the Issuer or a Restricted Subsidiary to any
     direct or indirect parent holding company of the Issuer utilized for the
     repurchase, redemption or other acquisition or retirement for value of any
     Equity Interests of such direct or indirect parent holding company held by
     any current or former officer, director, employee or consultant of the
     Issuer or any of its Restricted Subsidiaries or such parent holding
     company, in each case, pursuant to any equity subscription agreement, stock
     option agreement, shareholders' agreement or similar agreement or benefit
     plan of any kind; provided that the aggregate price paid for all such
     repurchased, redeemed, acquired or retired Equity Interests may not exceed
     $5.0 million in any fiscal year (it being understood, however, that unused
     amounts permitted to be paid pursuant to this proviso are available to be
     carried over to subsequent fiscal years); provided further that such amount
     in any fiscal year may be increased by an amount not to exceed:

               (A) the cash proceeds from the sale of Equity Interests of the
          Issuer and, to the extent contributed to the Issuer as equity capital
          (other than Disqualified Stock), Equity Interests of any direct or
          indirect parent company of the Issuer, in each case to members of
          management, directors or consultants of the Issuer, any of its
          Subsidiaries or any direct or indirect parent company of the Issuer
          that occurs after February 24, 2005, to the extent the cash proceeds
          from the sale of such Equity Interests have not otherwise been applied
          to the payment of Restricted Payments by virtue of clause (3)(B) of
          Section 4.07(a), and excluding Excluded Contributions, plus

               (B) the cash proceeds of key man life insurance policies received
          by the Issuer and its Restricted Subsidiaries after February 24, 2005,
          less

               (C) the amount of any Restricted Payments previously made
          pursuant to clauses (A) and (B) of this clause (7);

          (8) the repurchase of Equity Interests deemed to occur upon the
     exercise of options, rights or warrants to the extent such Equity Interests
     represent a portion of the exercise price of those options, rights or
     warrants;

          (9) the repurchase, redemption, defeasance or other acquisition or
     retirement for value of Indebtedness that is contractually subordinated to
     the Notes with any Excess Proceeds that remain after consummation of an
     Asset Sale Offer;

          (10) so long as no Default has occurred and is continuing or would be
     caused thereby, after the occurrence of a Change of Control and within 60
     days after the completion of the offer to repurchase the Notes pursuant to
     Section 4.15 (including the purchase of the Notes tendered), any purchase
     or redemption of Indebtedness that is contractually subordinated to the
     Notes required pursuant to the terms thereof as a result of such Change of
     Control at a purchase or


                                      -56-

<PAGE>

     redemption price not to exceed 101% of the outstanding principal amount
     thereof, plus any accrued and unpaid interest; provided, however, the
     Issuer is permitted to incur at least $1.00 of additional Indebtedness
     pursuant to the Fixed Charge Coverage Ratio test set forth in Section
     4.09(a);

          (11) cash payments in lieu of fractional shares issuable as dividends
     on preferred stock or upon the conversion of any convertible debt
     securities of the Issuer or any of its Restricted Subsidiaries;

          (12) Permitted Payments to Parent;

          (13) so long as no Default has occurred and is continuing or would be
     caused thereby, the payment:

               (A) by the Issuer or any Restricted Subsidiary to any direct or
          indirect parent of the Issuer, which payment is used by the Person
          receiving such payment, following the first initial public offering of
          common Equity Interests by such Person, to pay dividends of up to 6%
          per annum of the net proceeds received by such Person in such public
          offering (or any subsequent public offering of common Equity Interests
          of such Person) that are contributed to the Issuer as equity capital
          (other than Disqualified Stock), or

               (B) by the Issuer, following the first initial public offering of
          common Equity Interests by the Issuer, to pay dividends of up to 6%
          per annum of the net proceeds received by or contributed to the Issuer
          in such public offering (or any subsequent public offering of common
          Equity Interests by the Issuer)

(excluding, in the case of both clause (A) and clause (B), public offerings of
common Equity Interests registered on Form S-8 and any other public sale to the
extent the proceeds thereof are Excluded Contributions);

          (14) Investments that are made with Excluded Contributions;

          (15) distributions or payments of Receivables Fees;

          (16) Restricted Payments described in the Offering Memorandum under
     the caption "Use of Proceeds";

          (17) all other payments made or to be made in connection with the
     Transactions and all payments made to former stockholders of the Issuer who
     have validly exercised appraisal rights in connection with the
     Transactions;

          (18) so long as no Default has occurred and is continuing or would be
     caused thereby, other Restricted Payments in an aggregate amount not to
     exceed $50.0 million since February 24, 2005; provided that after giving
     effect to any such Restricted Payment, the Issuer's Leverage Ratio is less
     than or equal to 6.5 to 1.0; and

          (19) so long as no Default has occurred and is continuing or would be
     caused thereby, payments to any direct or indirect parent company of the
     Issuer in amounts and at times as would be sufficient to permit such direct
     or indirect parent company of the Issuer to pay regularly scheduled or
     accrued interest (including interest previously paid "in kind" or added to
     the principal amount thereof) on any Indebtedness of, or regularly
     scheduled or accrued dividends (including dividends previously paid "in
     kind" or added to the liquidation preference thereof) on any


                                      -57-

<PAGE>

     preferred stock of any direct or indirect parent company of the Issuer, in
     each case, which is issued in exchange for, or the net proceeds of which
     are used to repay, repurchase, redeem, defease or otherwise refinance the
     Existing Subordinated Issuer Notes as amended, modified, restated, renewed
     or extended (or any such Indebtedness or preferred stock previously
     issued), but only to the extent that (x) the principal amount (or accreted
     value, if applicable) of such Indebtedness or the initial liquidation
     preference of such preferred stock, does not exceed the principal amount
     (or accreted value, if applicable) or liquidation preference of, the
     Existing Subordinated Issuer Notes, as amended, modified, restated, renewed
     or extended, or such Indebtedness or preferred stock being amended or
     refinanced and (y) the interest rate or dividend rate on such Indebtedness
     or preferred stock does not exceed the interest rate or dividend rate, as
     applicable, on the Existing Subordinated Issuer Notes, as amended,
     modified, restated, renewed or extended, or such Indebtedness or preferred
     stock being amended or refinanced, and subject to the preceding clauses (x)
     and (y), any amendment, modification, restatement, renewal or extension of
     such Indebtedness or preferred stock.

     (c) The amount of all Restricted Payments (other than cash) shall be the
Fair Market Value on the date of the Restricted Payment of the asset(s) or
securities proposed to be transferred or issued by the Issuer or such Restricted
Subsidiary, as the case may be, pursuant to the Restricted Payment. The Fair
Market Value of any assets or securities that are required to be valued by this
Section 4.07 shall be, if the fair market value thereof exceeds $20.0 million,
determined by the Board of Directors of the Issuer, whose resolution with
respect thereto shall be delivered to the Trustee.

     For purposes of determining compliance with the provisions of this Section
4.07, in the event that a Restricted Payment meets the criteria of more than one
of the types of Restricted Payments described in the above clauses, the Issuer,
in its sole discretion, may order and classify, and from time to time may
reorder and reclassify, such Restricted Payment, if it would have been permitted
at the time such Restricted Payment was made and at the time of any such
reclassification.

     SECTION 4.08 Dividend and Other Payment Restrictions Affecting Restricted
     Subsidiaries.

     (a) The Issuer shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, create or permit to exist or become
effective any consensual encumbrance or restriction on the ability of any
Restricted Subsidiary to:

          (1) pay dividends or make any other distributions on its Capital Stock
     to the Issuer or any of its Restricted Subsidiaries, or with respect to any
     other interest or participation in, or measured by, its profits, or pay any
     indebtedness owed to the Issuer or any of its Restricted Subsidiaries;

          (2) make loans or advances to the Issuer or any of its Restricted
     Subsidiaries; or

          (3) sell, lease or transfer any of its properties or assets to the
     Issuer or any of its Restricted Subsidiaries.

     (b) Section 4.08(a) shall not apply to encumbrances or restrictions
existing under or by reason of:

          (1) agreements governing Existing Indebtedness and the Credit
     Agreement as in effect on the Issue Date;


                                      -58-

<PAGE>

          (2) this Indenture and the Notes;

          (3) applicable law, rule, regulation or order;

          (4) any instrument or agreement governing Indebtedness or Capital
     Stock of a Restricted Subsidiary acquired by the Issuer or any of its
     Restricted Subsidiaries as in effect at the time of such acquisition
     (except to the extent such Indebtedness or Capital Stock was incurred in
     connection with or in contemplation of such acquisition), which encumbrance
     or restriction is not applicable to any Person, or the properties or assets
     of any Person, other than the Person or any of its Subsidiaries, or the
     property or assets of the Person or any of its Subsidiaries, so acquired;
     provided that, in the case of Indebtedness, such Indebtedness was permitted
     by the terms of this Indenture to be incurred;

          (5) customary non-assignment provisions in contracts, leases,
     subleases, licenses and sublicenses entered into in the ordinary course of
     business;

          (6) customary restrictions in leases (including capital leases),
     security agreements or mortgages or other purchase money obligations for
     property acquired in the ordinary course of business that impose
     restrictions on the property purchased or leased of the nature described in
     clause (3) of Section 4.08(a);

          (7) any agreement for the sale or other disposition of all or
     substantially all the Capital Stock or the assets of a Restricted
     Subsidiary that restricts distributions by that Restricted Subsidiary
     pending the sale or other disposition;

          (8) any instrument or agreement governing Permitted Refinancing
     Indebtedness; provided that the restrictions contained therein are not
     materially more restrictive, taken as a whole, than those contained in the
     agreements governing the Indebtedness being refinanced;

          (9) Liens permitted to be incurred under Section 4.12 of this
     Indenture that limit the right of the debtor to dispose of the assets
     subject to such Liens;

          (10) provisions limiting the disposition or distribution of assets or
     property in joint venture agreements, asset sale agreements, sale-leaseback
     agreements, stock sale agreements and other similar agreements, which
     limitation is applicable only to the assets that are the subject of such
     agreements;

          (11) restrictions on cash or other deposits or net worth imposed by
     customers under contracts entered into in the ordinary course of business;

          (12) customary provisions imposed on the transfer of copyrighted or
     patented materials;

          (13) customary provisions restricting dispositions of real property
     interests set forth in any reciprocal easement agreements of the Issuer or
     any Restricted Subsidiary;

          (14) Indebtedness or other contractual requirements of a Receivables
     Subsidiary in connection with a Qualified Receivables Transaction; provided
     that such restrictions apply only to such Receivables Subsidiary;


                                      -59-

<PAGE>

          (15) contracts entered into in the ordinary course of business, not
     relating to any Indebtedness, and that do not, individually or in the
     aggregate, detract from the value of property or assets of the Issuer or
     any Restricted Subsidiary in any manner material to the Issuer or any
     Restricted Subsidiary;

          (16) restrictions on the transfer of property or assets required by
     any regulatory authority having jurisdiction over the Issuer or any
     Restricted Subsidiary or any of their businesses;

          (17) any instrument or agreement governing Indebtedness or preferred
     stock of Select or any of its Restricted Subsidiaries that is incurred or
     issued subsequent to the Issue Date and not in violation of Section 4.09;
     provided that such restrictions, taken as a whole, either (i) are no more
     restrictive in the aggregate than those contained in the Credit Agreement
     on the Issue Date or (ii) will not materially impair Select's ability to
     make dividends to the Issuer in an amount sufficient to make scheduled
     payments of cash interest on the Notes, in each case, as determined in good
     faith by the Board of Directors whose determination shall be conclusive;

          (18) any encumbrance or restriction imposed on any Subsidiary of the
     Issuer that is of the type referred to in clause (3) of the definition of
     "Subsidiary" by (and for the benefit of) the Issuer or a Restricted
     Subsidiary; and

          (19) any amendments, modifications, restatements, renewals, increases,
     supplements, refundings, replacements or refinancings of the Indebtedness,
     preferred stock, Liens, agreements, contracts, licenses, leases, subleases,
     instruments or obligations referred to in clauses (1), (2), (4) through
     (15), (17) and (18) above; provided, however, that such amendments,
     modifications, restatements, renewals, increases, supplements, refundings,
     replacements or refinancings are in the good faith judgment of the Issuer's
     Board of Directors, whose determination shall be conclusive, not materially
     more restrictive, taken as a whole, than those restrictions contained in
     the Indebtedness, preferred stock, Liens, agreements, contracts, licenses,
     leases, subleases, instruments or obligations referred to in clauses (1),
     (2), (4) through (15), (17) and (18) above, as applicable prior to such
     amendment, modification, restatement, renewal, increase, supplement,
     refunding, replacement or refinancing.

     SECTION 4.09 Incurrence of Indebtedness and Issuance of Disqualified Stock
     and Preferred Stock.

     (a) The Issuer shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee
or otherwise become directly or indirectly liable, contingently or otherwise,
with respect to (collectively, "incur") any Indebtedness (including Acquired
Debt), and the Issuer shall not issue any Disqualified Stock and shall not
permit any of its Restricted Subsidiaries to issue any shares of preferred
stock; provided, however, that (x) the Issuer and its Restricted Subsidiaries
(other than Select and its Restricted Subsidiaries) may incur Indebtedness
(including Acquired Debt) or issue Disqualified Stock or preferred stock, if the
Fixed Charge Coverage Ratio of the Issuer for the Issuer's most recently ended
four full fiscal quarters for which internal financial statements are available
immediately preceding the date on which such additional


                                      -60-

<PAGE>

Indebtedness is incurred or such Disqualified Stock or such preferred stock is
issued, as the case may be, would have been at least 2.00 to 1, determined on a
pro forma basis (including a pro forma application of the net proceeds
therefrom), as if the additional Indebtedness had been incurred or the
Disqualified Stock or the preferred stock had been issued, as the case may be,
at the beginning of such four-quarter period and (y) Select and its Restricted
Subsidiaries may incur Indebtedness (including Acquired Debt) or issue
Disqualified Stock or preferred stock, if the Fixed Charge Coverage Ratio of
Select for Select's most recently ended four full fiscal quarters for which
internal financial statements are available immediately preceding the date on
which such additional Indebtedness is incurred or such Disqualified Stock or
such preferred stock is issued, as the case may be, would have been at least
2.00 to 1, determined on a pro forma basis (including a pro forma application of
the net proceeds therefrom), as if the additional Indebtedness had been incurred
or the Disqualified Stock or the preferred stock had been issued, as the case
may be, at the beginning of such four-quarter period.

     (b) Section 4.09(a) shall not prohibit the incurrence of any of the
following items of Indebtedness or the issuance of any of the following items of
Disqualified Stock or preferred stock (collectively, "Permitted Debt"):

          (1) the incurrence by the Issuer and/or any Restricted Subsidiary of
     Indebtedness under the Credit Agreement and other Credit Facilities entered
     into after the date of the Credit Agreement in an aggregate principal
     amount at any one time outstanding under this clause (1) (with letters of
     credit being deemed to have a principal amount equal to the maximum
     potential liability of the Issuer and its Restricted Subsidiaries
     thereunder) not to exceed $1,000.0 million, less the aggregate amount of
     all Net Proceeds of Asset Sales applied by the Issuer or any of its
     Restricted Subsidiaries since the Issue Date to repay any term Indebtedness
     under a Credit Facility or to repay any revolving credit Indebtedness under
     a Credit Facility and effect a corresponding commitment reduction
     thereunder pursuant to Section 4.10;

          (2) the incurrence by the Issuer and its Restricted Subsidiaries of
     the Existing Indebtedness;

          (3) the incurrence by the Issuer of Indebtedness represented by the
     Notes to be issued on the Issue Date, replacement Notes in respect thereof,
     if any, and the Exchange Notes to be issued pursuant to the Registration
     Rights Agreement;

          (4) the incurrence or issuance by the Issuer or any of its Restricted
     Subsidiaries of Indebtedness (including Capital Lease Obligations),
     Disqualified Stock or preferred stock, in each case, incurred or issued for
     the purpose of financing all or any part of the purchase price or cost of
     design, construction, lease, installation or improvement of property, plant
     or equipment used or useful in a Permitted Business, in an aggregate
     principal amount, including all Permitted Refinancing Indebtedness and
     Replacement Preferred Stock incurred to renew, refund, refinance, replace,
     defease or discharge any Indebtedness incurred pursuant to this clause (4),
     not to exceed $40.0 million at any time outstanding;

          (5) the incurrence by the Issuer or any of its Restricted Subsidiaries
     of Permitted Refinancing Indebtedness or Replacement Preferred Stock in
     exchange for, or the net proceeds of which are used to renew, refund,
     refinance, replace, defease or discharge any Indebtedness (other than
     intercompany Indebtedness) or any Disqualified Stock or preferred stock
     that was permitted by this Indenture to be incurred under Section 4.09(a)
     or clauses (2), (3), (4), (5), (13), (15), (17) or (18) of this Section
     4.09(b);

          (6) the incurrence by the Issuer or any of its Restricted Subsidiaries
     of intercompany Indebtedness between or among the Issuer and any of its
     Restricted Subsidiaries; provided, however, that:

               (A) if the Issuer is the obligor on such Indebtedness, such
          Indebtedness must be expressly subordinated to the prior payment in
          full in cash of all Obligations with respect to the Notes, except to
          the extent such subordination would violate any applicable law, rule
          or regulation; and


                                      -61-

<PAGE>

               (B) (i) any subsequent issuance or transfer of Equity Interests
          that results in any such Indebtedness being held by a Person other
          than the Issuer or a Restricted Subsidiary and (ii) any sale or other
          transfer of any such Indebtedness to a Person that is not either the
          Issuer or a Restricted Subsidiary, shall be deemed, in each case, to
          constitute a new incurrence of such Indebtedness by the Issuer or such
          Restricted Subsidiary, as the case may be, which new incurrence is not
          permitted by this clause (6);

          (7) the issuance by any of the Issuer's Restricted Subsidiaries to the
     Issuer or to any of its Restricted Subsidiaries of shares of preferred
     stock; provided, however, that:

               (A) any subsequent issuance or transfer of Equity Interests that
          results in any such preferred stock being held by a Person other than
          the Issuer or a Restricted Subsidiary; and

               (B) any sale or other transfer of any such preferred stock to a
          Person that is not either the Issuer or a Restricted Subsidiary,

     will be deemed, in each case, to constitute a new issuance of such
     preferred stock by such Restricted Subsidiary which new issuance is not
     permitted by this clause (7);

          (8) the incurrence by the Issuer or any of its Restricted Subsidiaries
     of Hedging Obligations in the ordinary course of business;

          (9) the Guarantee by the Issuer or any Restricted Subsidiary of
     Indebtedness of the Issuer or a Restricted Subsidiary that was permitted to
     be incurred by another provision of this Section 4.09; provided that if the
     Indebtedness being guaranteed is subordinated to or pari passu with the
     Notes, then the Guarantee shall be subordinated or pari passu, as
     applicable, to the same extent as the Indebtedness guaranteed;

          (10) the incurrence by the Issuer or any of its Restricted
     Subsidiaries of Indebtedness in respect of workers' compensation claims,
     self-insurance obligations, bankers' acceptances, letters of credit,
     performance bonds, surety bonds, appeal bonds or other similar bonds in the
     ordinary course of business; provided, however, that upon the drawing of
     letters of credit for reimbursement obligations, including with respect to
     workers' compensation claims, or the incurrence of other Indebtedness with
     respect to reimbursement type obligations regarding workers' compensation
     claims, such obligations are reimbursed within 30 days following such
     drawing or incurrence;

          (11) the incurrence by the Issuer or any of its Restricted
     Subsidiaries of Indebtedness arising from the honoring by a bank or other
     financial institution of a check, draft or similar instrument inadvertently
     (except in the case of daylight overdrafts) drawn against insufficient
     funds in the ordinary course of business, so long as such Indebtedness is
     extinguished within five Business Days;

          (12) the incurrence of Indebtedness arising from agreements of the
     Issuer or a Restricted Subsidiary providing for indemnification, adjustment
     of purchase price, holdback, contingency payment obligations or similar
     obligations, in each case, incurred or assumed in connection with the
     disposition or acquisition of any business, assets or Capital Stock of the
     Issuer or any Restricted Subsidiary;


                                      -62-

<PAGE>

          (13) the incurrence of Indebtedness or the issuance of any
     Disqualified Stock or preferred stock by any Restricted Subsidiary, in an
     amount not to exceed $10.0 million at any time outstanding;

          (14) the incurrence of Indebtedness resulting from endorsements of
     negotiable instruments for collection in the ordinary course of business;

          (15) Indebtedness, Disqualified Stock or preferred stock of Persons
     that are acquired by the Issuer or any Restricted Subsidiary (including by
     way of merger or consolidation) in accordance with the terms of this
     Indenture; provided that such Indebtedness, Disqualified Stock or preferred
     stock is not incurred in contemplation of such acquisition or merger; and
     provided further that after giving effect to such acquisition or merger,
     either

               (A) the Issuer or such Restricted Subsidiary would be permitted
          to incur at least $1.00 of additional Indebtedness pursuant to the
          applicable Fixed Charge Coverage Ratio test set forth in clause (a) of
          this Section 4.09; or

               (B) the Fixed Charge Coverage Ratio of the Issuer after giving
          pro forma effect to such acquisition or merger would be greater than
          the Issuer's actual Fixed Charge Coverage Ratio immediately prior to
          such acquisition or merger;

          (16) Indebtedness of the Issuer or a Restricted Subsidiary in respect
     of netting services, overdraft protection and otherwise in connection with
     deposit accounts; provided that such Indebtedness remains outstanding for
     ten Business Days or less;

          (17) the incurrence by a Receivables Subsidiary of Indebtedness in a
     Qualified Receivables Transaction;

          (18) the incurrence or issuance by the Issuer or any of its Restricted
     Subsidiaries of additional Indebtedness, Disqualified Stock or preferred
     stock in an aggregate principal amount (or accreted value or liquidation
     preference, as applicable) at any time outstanding, including all Permitted
     Refinancing Indebtedness and all Replacement Preferred Stock incurred to
     renew, refund, refinance, replace, defease or discharge any Indebtedness,
     Disqualified Stock and preferred stock incurred or issued pursuant to this
     clause (18), not to exceed $100.0 million; provided that after giving
     effect to any incurrence of Indebtedness by the Issuer or its Restricted
     Subsidiaries (other than Select and its Restricted Subsidiaries) under this
     clause (18), the Issuer's Leverage Ratio is less than or equal to 6.5 to
     1.0; and

          (19) the incurrence by the Issuer or any of its Restricted
     Subsidiaries of Indebtedness in the form of loans from a Captive Insurance
     Subsidiary.

     For purposes of determining compliance with this Section 4.09, in the event
that an item of proposed Indebtedness meets the criteria of more than one of the
categories of Permitted Debt described in clauses (1) through (19) above, or is
entitled to be incurred pursuant to Section 4.09(a), the Issuer shall be
permitted to classify such item of Indebtedness on the date of its incurrence,
or later reclassify all or a portion of such item of Indebtedness, in any manner
that complies with this Section 4.09 except that Indebtedness under the Credit
Agreement outstanding on the Issue Date will be deemed to have been incurred on
such date in reliance on the exception provided by clause (1) of this Section
4.09(b). The accrual of interest, the accretion or amortization of original
issue discount, the payment of interest on any Indebtedness in the form of
additional Indebtedness with the same terms, the reclassification of preferred
stock as Indebtedness due to a change in accounting principles, and the payment
of dividends on


                                      -63-

<PAGE>

Disqualified Stock or preferred stock in the form of additional shares of the
same class of Disqualified Stock or preferred stock shall not be deemed to be an
incurrence of Indebtedness or an issuance of Disqualified Stock or preferred
stock for purposes of this Section 4.09; provided in each such case, that the
amount thereof is included in Fixed Charges of the Issuer as accrued (other than
the reclassification of preferred stock as Indebtedness due to a change in
accounting principles).

          The amount of any Indebtedness outstanding as of any date will be:

          (1) the accreted value of the Indebtedness, in the case of any
     Indebtedness issued with original issue discount;

          (2) the principal amount of the Indebtedness, in the case of any other
     Indebtedness; and

          (3) in respect of Indebtedness of another Person secured by a Lien on
     the assets of the specified Person, the lesser of:

               (A) the Fair Market Value of such assets at the date of
          determination; and

               (B) the amount of the Indebtedness of the other Person.

     (c) Notwithstanding clauses (a) and (b) of this Section 4.09, the Issuer
will not, and will not permit any of its Restricted Subsidiaries (other than
Select and its Restricted Subsidiaries) to incur any Indebtedness prior to
September 15, 2007, the proceeds of which are used to, directly or indirectly,
pay any dividend or make any other payment or distribution on account of the
Issuer's Equity Interests.

     SECTION 4.10 Asset Sales.

     (a) The Issuer shall not, and shall not permit any of its Restricted
Subsidiaries to, consummate an Asset Sale unless:

          (1) the Issuer (or the Restricted Subsidiary, as the case may be)
     receives consideration at the time of the Asset Sale at least equal to the
     Fair Market Value of the assets or Equity Interests issued or sold or
     otherwise disposed of; and

          (2) at least 75% of the consideration received in the Asset Sale by
     the Issuer or such Restricted Subsidiary is in the form of cash. For
     purposes of this paragraph (2), each of the following shall be deemed to be
     cash:

               (A) Cash Equivalents;

               (B) any liabilities, as shown on the Issuer's most recent
          consolidated balance sheet, of the Issuer or any Restricted Subsidiary
          (other than contingent liabilities and liabilities that are by their
          terms subordinated to the Notes) that are assumed by the transferee of
          any such assets pursuant to a customary novation agreement that
          releases the Issuer or such Restricted Subsidiary from further
          liability;

               (C) any securities, notes or other obligations received by the
          Issuer or any such Restricted Subsidiary from such transferee that are
          converted by the Issuer or such Restricted Subsidiary into cash within
          180 days of receipt, to the extent of the cash received in that
          conversion;


                                      -64-
<PAGE>

               (D) any Designated Noncash Consideration the Fair Market Value of
          which, when taken together with all other Designated Noncash
          Consideration received pursuant to this clause (d) (and not
          subsequently converted into Cash Equivalents that are treated as Net
          Proceeds of an Asset Sale) does not exceed $30.0 million since the
          Issue Date, with the Fair Market Value of each item of Designated
          Noncash Consideration being measured at the time received and without
          giving effect to subsequent changes in value; and

               (E) any stock or assets of the kind referred to in clauses (2) or
          (4) of Section 4.10(b).

     Notwithstanding the foregoing, the 75% limitation referred to in clause (2)
above shall not apply to any Asset Sale in which the cash or Cash Equivalent
portion of the consideration received therefrom, determined in accordance with
the foregoing provision, is equal to or greater than what the after-tax proceeds
would have been had such Asset Sale complied with the aforementioned 75%
limitation.

     (b) Within 365 days after the receipt of any Net Proceeds from an Asset
Sale, the Issuer (or the applicable Restricted Subsidiary, as the case may be)
may apply such Net Proceeds at its option:

          (1) to repay Indebtedness (other than (x) Indebtedness that is
     contractually subordinated to the Notes and (y) any intercompany
     Indebtedness between or among the Issuer and any of its Restricted
     Subsidiaries) and, if the Indebtedness repaid is revolving credit
     Indebtedness, to correspondingly reduce commitments with respect thereto;
     provided that, if an offer to purchase any such Indebtedness of Select or
     any Restricted Subsidiary is made in accordance with the terms of such
     Indebtedness, the obligation to repay such Indebtedness will be deemed
     satisfied to the extent of the amount of the offer, whether or not accepted
     by the holders thereof, and the amount of Net Proceeds will be reduced to
     the extent of the amount of the offer;

          (2) to acquire all or substantially all of the assets of, or any
     Capital Stock of, another Permitted Business, if, after giving effect to
     any such acquisition of Capital Stock, the Permitted Business is or becomes
     a Restricted Subsidiary;

          (3) to make a capital expenditure with respect to a Permitted
     Business; or

          (4) to acquire Additional Assets;

provided that the requirements of clauses (2) through (4) above shall be deemed
to be satisfied if an agreement (including a lease, whether a capital lease or
an operating lease) committing to make the acquisitions or expenditures referred
to in any of clauses (2) through (4) above is entered into by the Issuer or its
Restricted Subsidiary within 365 days after the receipt of such Net Proceeds and
such Net Proceeds are applied in accordance with such agreement.

     Pending the final application of any Net Proceeds, the Issuer may
temporarily reduce revolving credit borrowings or otherwise invest such Net
Proceeds in any manner that is not prohibited by this Indenture.

     (c) Any Net Proceeds from Asset Sales that are not applied or invested as
provided in Section 4.10(b) shall constitute "Excess Proceeds." When the
aggregate amount of Excess Proceeds exceeds $20.0 million, within ten Business
Days thereof, the Issuer shall make an Asset Sale Offer to all Holders and if
the Issuer elects (or is required by the terms of such other pari passu
Indebtedness), all holders of other Indebtedness that is pari passu with the
Notes. The offer price in any Asset Sale Offer shall be


                                      -65-

<PAGE>

equal to 100% of the principal amount plus accrued and unpaid interest and
Additional Interest, if any, to the date of purchase, and shall be payable in
cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer,
the Issuer (or a Restricted Subsidiary) may use such Excess Proceeds for any
purpose not otherwise prohibited by this Indenture. If the aggregate principal
amount of Notes and such other pari passu Indebtedness tendered into such Asset
Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the
Notes and such other pari passu Indebtedness to be purchased on a pro rata
basis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds
shall be reset at zero.

     (d) Notwithstanding the foregoing provisions of this Section 4.10, if at
the time the Issuer would be required to make an Asset Sale Offer, the Issuer
does not have access to the applicable Net Proceeds as a result of a restriction
permitted by Section 4.08, then the Issuer shall have no obligation to make such
Asset Sale Offer until such time as and to the extent such restriction no longer
applies and, as a result of such lapse of such restriction, there is at least
$20.0 million in Net Proceeds from all Asset Sales that has not been applied in
accordance with this covenant as a result of the application of this clause (d)
of Section 4.10.

     (e) The Issuer shall comply with the requirements of Rule 14e-1 under the
Exchange Act and any other securities laws and regulations thereunder to the
extent such laws and regulations are applicable in connection with each
repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the
provisions of any securities laws or regulations conflict with the provisions of
Section 3.09 or this Section 4.10, the Issuer shall comply with the applicable
securities laws and regulations and shall not be deemed to have breached its
obligations under Section 3.09 or this Section 4.10 by virtue of such
compliance.

     SECTION 4.11 Transactions with Affiliates.

     (a) The Issuer shall not, and shall not permit any of its Restricted
Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise
dispose of any of its properties or assets to, or purchase any property or
assets from, or enter into or make or amend any transaction, contract,
agreement, understanding, loan, advance or guarantee with, or for the benefit
of, any Affiliate of the Issuer involving aggregate consideration in excess of
$5.0 million (each, an "Affiliate Transaction"), unless:

          (1) the Affiliate Transaction is on terms that, taken as a whole, are
     not materially less favorable to the Issuer or the relevant Restricted
     Subsidiary than those that would have been obtained in a comparable
     transaction by the Issuer or such Restricted Subsidiary with an unrelated
     Person; and

          (2) the Issuer delivers to the Trustee:

               (A) with respect to any Affiliate Transaction or series of
          related Affiliate Transactions involving aggregate consideration in
          excess of $20.0 million, an Officers' Certificate certifying that such
          Affiliate Transaction complies with clause (1) of this Section 4.11(a)
          and that such Affiliate Transaction has been approved by a majority of
          the members of the Board of Directors of the Issuer, together with a
          certified copy of the resolutions of the Board of Directors of the
          Issuer approving such Affiliate Transaction or Affiliate Transactions;
          and

               (B) with respect to any Affiliate Transaction or series of
          related Affiliate Transactions involving aggregate consideration in
          excess of $30.0 million, an opinion as to the fairness to the Issuer
          or such Restricted Subsidiary of such Affiliate Transaction from a
          financial point of view issued by an accounting, appraisal or
          investment banking firm of national standing.


                                      -66-

<PAGE>

     (b) The following items shall not be deemed to be Affiliate Transactions
and, therefore, shall not be subject to the provisions of Section 4.11(a):

          (1) any employment agreement, employee benefit plan, officer or
     director indemnification agreement or any similar arrangement entered into
     by the Issuer or any of its Restricted Subsidiaries in the ordinary course
     of business and payments pursuant thereto;

          (2) transactions between or among the Issuer and/or its Restricted
     Subsidiaries;

          (3) transactions with a Person (other than an Unrestricted Subsidiary
     of the Issuer) that is an Affiliate of the Issuer solely because the Issuer
     owns, directly or through a Restricted Subsidiary, an Equity Interest in,
     or controls, such Person;

          (4) payment of reasonable directors' fees;

          (5) any issuance of Equity Interests (other than Disqualified Stock)
     of the Issuer to Affiliates of the Issuer;

          (6) Permitted Investments or Restricted Payments that do not violate
     Section 4.07;

          (7) payments by the Issuer or any of its Restricted Subsidiaries to
     Welsh, Carson, Anderson & Stowe IX, L.P., Thoma Cressey Equity Partners
     and/or any of their Affiliates for any financial advisory, financing,
     underwriting or placement services or in respect of other investment
     banking activities, including, without limitation, in connection with
     acquisitions or divestitures, which payments are approved by the majority
     of the disinterested members of the Board of Directors of the Issuer in
     good faith in an aggregate amount for all such fees not to exceed 2.00% of
     the aggregate transaction value in respect of which such services are
     rendered;

          (8) loans (or cancellation of loans) or advances to employees in the
     ordinary course of business;

          (9) transactions with customers, suppliers, contractors, joint venture
     partners or purchasers or sellers of goods or services, in each case which
     are in the ordinary course of business (including, without limitation,
     pursuant to joint venture agreements) and otherwise in compliance with the
     terms of this Indenture, and which are fair to the Issuer or its Restricted
     Subsidiaries, as applicable, in the reasonable determination of the Board
     of Directors, chief executive officer or chief financial officer of the
     Issuer or its Restricted Subsidiaries, as applicable, or are on terms at
     least as favorable as might reasonably have been obtained at such time from
     an unaffiliated party;

          (10) the existence of, or the performance by the Issuer or any
     Restricted Subsidiary of their obligations, if any, under the terms of, any
     subscription, registration rights or stockholders agreement, partnership
     agreement or limited liability company agreement to which the Issuer or any
     Restricted Subsidiary is a party as of the Issue Date and which is
     disclosed in the Offering Memorandum under the caption "Certain
     Relationships and Related Transactions" and any similar agreements which
     the Issuer, any Restricted Subsidiary or any direct or indirect parent
     company of the Issuer may enter into thereafter; provided, however, that
     the entering into by the Issuer or any Restricted Subsidiary or the
     performance by the Issuer or any Restricted Subsidiary of obligations under
     any future amendment to any such existing agreement or under any similar
     agreement entered into after the Issue Date will only be permitted by this
     clause to the extent that the terms of any such amendment or new agreement,
     taken as a whole, are not materially


                                      -67-

<PAGE>

     disadvantageous to the holders of the notes, as determined in good faith by
     the Board of Directors, chief executive officer or chief financial officer
     of the Issuer;

          (11) the Transactions, including all payments made or to be made in
     connection with the Transactions;

          (12) any Qualified Receivables Transaction;

          (13) Permitted Payments to Parent;

          (14) any management, consulting, monitoring, financial advisory,
     financing, underwriting or placement services or any other investment
     banking, banking or similar services involving the Issuer and any of its
     Restricted Subsidiaries (including without limitation any payments in cash,
     Equity Interests or other consideration made by the Issuer or any of its
     Restricted Subsidiaries in connection therewith) on the one hand and the
     Permitted Holders on the other hand, which services (and payments and other
     transactions in connection therewith) are approved as fair to the Issuer or
     such Restricted Subsidiary by a majority of the members of the Board of
     Directors of the Issuer in good faith;

          (15) the issuance of Equity Interests (other than Disqualified Stock)
     in the Issuer or any Restricted Subsidiary for compensation purposes;

          (16) any lease entered into between the Issuer or any Restricted
     Subsidiary, as lessee, and any Affiliate of the Issuer, as lessor, which is
     approved by a majority of the disinterested members of the Board of
     Directors of the Issuer in good faith;

          (17) intellectual property licenses in the ordinary course of
     business;

          (18) Existing Indebtedness and any other obligations pursuant to an
     agreement existing on the Issue Date and described in the Offering
     Memorandum, including any amendment thereto (so long as such amendment is
     not disadvantageous to the Holders in any material respect);

          (19) payments by the Issuer or any of its Restricted Subsidiaries of
     reasonable insurance premiums to, and any borrowings or dividends received
     from, any Captive Insurance Subsidiary; and

          (20) transactions in which the Issuer or any Restricted Subsidiary
     delivers to the Trustee a letter from an accounting, appraisal or
     investment banking firm of national standing stating that such transaction
     is fair to the Issuer or such Restricted Subsidiary from a financial point
     of view and which are approved by a majority of the disinterested members
     of the Board of Directors of the Issuer in good faith.

     SECTION 4.12 Liens.

     The Issuer shall not, and shall not permit any of its Restricted
Subsidiaries to create, incur, assume or otherwise cause or suffer to exist or
become effective any Lien of any kind (other than Permitted Liens) securing
Indebtedness of the Issuer upon any of their property or assets, now owned or
hereafter acquired, unless all payments due under this Indenture and the Notes
are secured on at least an equal and ratable basis with the obligations of the
Issuer so secured (or, in the case of any Lien securing Indebtedness that is
contractually subordinated to the Notes, unless all payments due under this
Indenture and the


                                      -68-

<PAGE>

Notes are secured by a Lien ranking prior to the Lien securing such subordinated
Indebtedness) until such time as such obligations are no longer secured by a
Lien.

     SECTION 4.13 Business Activities.

     The Issuer shall not, and shall not permit any of its Restricted
Subsidiaries to, engage in any business other than Permitted Businesses, except
to such extent as would not be material to the Issuer and its Restricted
Subsidiaries taken as a whole.

     SECTION 4.14 Corporate Existence.

     Subject to Article 5, the Issuer shall do or cause to be done all things
necessary to preserve and keep in full force and effect its corporate existence
in accordance with its organizational documents (as the same may be amended from
time to time).

     SECTION 4.15 Offer To Repurchase Upon Change of Control.

     (a) If a Change of Control occurs, each Holder shall have the right to
require the Issuer to make an offer (a "Change of Control Offer") to repurchase
all or any part (equal to $1,000 or an integral multiple of $1,000) of that
Holder's Notes at a purchase price equal to 101% of the aggregate principal
amount thereof plus accrued and unpaid interest and Additional Interest, if any,
on the Notes repurchased to the date of purchase subject to the rights of
Holders on the relevant record date to receive interest due on the relevant
interest payment date (the "Change of Control Payment"). Within 30 days
following any Change of Control, the Issuer shall mail a notice to each Holder
describing the transaction or transactions that constitute the Change of Control
and stating:

          (1) that the Change of Control Offer is being made pursuant to this
     Section 4.15 and that all Notes tendered shall be accepted for payment;

          (2) the purchase price and the purchase date, which shall be no
     earlier than 30 days and no later than 60 days from the date such notice is
     mailed (the "Change of Control Payment Date");

          (3) that any Note not tendered shall continue to accrue interest;

          (4) that, unless the Issuer defaults in the payment of the Change of
     Control Payment, all Notes accepted for payment pursuant to the Change of
     Control Offer shall cease to accrue interest and Additional Interest after
     the Change of Control Payment Date;

          (5) that Holders electing to have any Notes purchased pursuant to a
     Change of Control Offer shall be required to surrender the Notes, with the
     form entitled "Option of Holder To Elect Purchase" attached to the Notes
     completed, or transfer by book-entry transfer, to the Paying Agent at the
     address specified in the notice prior to the close of business on the third
     Business Day preceding the Change of Control Payment Date;

          (6) that Holders shall be entitled to withdraw their election if the
     Paying Agent receives, not later than the close of business on the second
     Business Day preceding the Change of Control Payment Date, a telegram,
     telex, facsimile transmission or letter setting forth the name of the
     Holder, the principal amount of Notes delivered for purchase, and a
     statement that such Holder is withdrawing his election to have the Notes
     purchased;


                                      -69-

<PAGE>

          (7) that Holders whose Notes are being purchased only in part shall be
     issued new Notes equal in principal amount to the unpurchased portion of
     the Notes surrendered, which unpurchased portion must be equal to $1,000 in
     principal amount or an integral multiple thereof; and

          (8) that Holders electing to have a Note purchased pursuant to a
     Change of Control Offer may elect to have Notes purchased in integral
     multiples of $1,000 only.

     The Issuer shall comply with the requirements of Rule 14e-1 under the
Exchange Act and any other securities laws and regulations thereunder to the
extent those laws and regulations are applicable in connection with the
repurchase of the Notes as a result of a Change in Control. To the extent that
the provisions of any securities laws or regulations conflict with the
provisions of Sections 3.09 or 4.15 of this Indenture, the Issuer shall comply
with the applicable securities laws and regulations and shall not be deemed to
have breached its obligations under Section 3.09 or this Section 4.15 by virtue
of such compliance.

     (b) On the Change of Control Payment Date, the Issuer shall, to the extent
lawful:

          (1) accept for payment all Notes or portions of Notes properly
     tendered pursuant to the Change of Control Offer;

          (2) deposit with the Paying Agent an amount equal to the Change of
     Control Payment in respect of all Notes or portions of Notes properly
     tendered; and

          (3) deliver or cause to be delivered to the Trustee the Notes properly
     accepted together with an Officers' Certificate stating the aggregate
     principal amount of Notes or portions of Notes being purchased by the
     Issuer.

     The Paying Agent shall promptly mail (but in any case not later than five
days after the Change of Control Payment Date) to each Holder of Notes properly
tendered the Change of Control Payment for such Notes, and the Trustee shall
promptly authenticate and mail (or cause to be transferred by book entry) to
each Holder a new Note equal in principal amount to any unpurchased portion of
the Notes surrendered, if any. The Issuer shall publicly announce the results of
the Change of Control Offer on or as soon as practicable after the Change of
Control Payment Date.

     If at the time of any Change of Control the terms of any Indebtedness
(other than the Existing Issuer Subordinated Notes and any Permitted Refinancing
Indebtedness in respect thereof) of the Issuer or Select restrict or prohibit
the purchase of Notes following such Change of Control, then prior to complying
with this Section 4.15, but in any event within 90 days following any Change of
Control, the Issuer will either (1) repay in full all such Indebtedness or (2)
obtain the requisite consents under the agreements governing such Indebtedness
to permit the repurchase of Notes required by this Section 4.15.

     (c) Notwithstanding anything to the contrary in this Section 4.15, the
Issuer shall not be required to make a Change of Control Offer upon a Change of
Control if (1) a third party makes the Change of Control Offer in the manner, at
the times and otherwise in compliance with the requirements set forth in this
Section 4.15 and purchases all Notes properly tendered and not withdrawn under
the Change of Control Offer, or (2) notice of redemption has been given pursuant
to Section 3.07 of this Indenture, unless and until there is a Default in
payment of the applicable redemption price. A Change of Control Offer may be
made in advance of a Change of Control, conditional upon such Change of Control,
if a definitive agreement is in place for the Change of Control at the time of
making of the Change of Control Offer.


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<PAGE>

     SECTION 4.16 Limitation on Certain Subordination Terms in Subordinated
Indebtedness.

     The Issuer will not incur any Indebtedness that is contractually
subordinated to any other Indebtedness of the Issuer, the subordination
provisions of which permit the payment to the holders of such subordinated
Indebtedness in the form of debt or equity securities in lieu of cash unless (x)
the provisions thereof provide that such debt or equity securities may not be
distributed to the holder of such subordinated Indebtedness pursuant to a plan
of reorganization if the Notes are treated as part of the same class as such
subordinated Indebtedness for purposes of such plan of reorganization and (y) to
the extent that any Note outstanding on the date of consummation of any such
plan of reorganization is not paid in full in cash on such date, the holders of
a majority in aggregate principal amount of all such Notes not so paid in full
in cash have consented to the terms of such plan of reorganization.

     SECTION 4.17 Designation of Restricted and Unrestricted Subsidiaries.

     The Board of Directors of the Issuer may designate any Restricted
Subsidiary to be an Unrestricted Subsidiary if that designation would not cause
a Default. If a Restricted Subsidiary is designated as an Unrestricted
Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned
by the Issuer and its Restricted Subsidiaries in the Subsidiary designated as an
Unrestricted Subsidiary shall be deemed to be an Investment made as of the time
of the designation and shall reduce the amount available for Restricted Payments
under Section 4.07 or under one or more clauses of the definition of Permitted
Investments, as determined by the Issuer. That designation shall only be
permitted if the Investment would be permitted at that time and if the
Restricted Subsidiary otherwise meets the definition of an Unrestricted
Subsidiary.

     Any designation of a Subsidiary of the Issuer as an Unrestricted Subsidiary
shall be evidenced to the Trustee by filing with the Trustee a certified copy of
a resolution of the Board of Directors of the Issuer giving effect to such
designation and an Officers' Certificate certifying that such designation
complied with the preceding conditions and was permitted by Section 4.07. If, at
any time, any Unrestricted Subsidiary would fail to meet the preceding
requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an
Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of
such Subsidiary shall be deemed to be incurred by a Restricted Subsidiary as of
such date and, if such Indebtedness is not permitted to be incurred as of such
date under Section 4.09, the Issuer shall be in Default of Section 4.09. The
Board of Directors of the Issuer may at any time designate any Unrestricted
Subsidiary to be a Restricted Subsidiary; provided that such designation shall
be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of any
outstanding Indebtedness of such Unrestricted Subsidiary, and such designation
shall only be permitted if such Indebtedness is permitted under Section 4.09 and
no Default or Event of Default would be in existence following such designation.

     SECTION 4.18 Payments for Consent.

     The Issuer shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, pay or cause to be paid any
consideration to or for the benefit of any Holder for or as an inducement to any
consent, waiver or amendment of any of the terms or provisions of this Indenture
or the Notes unless such consideration is offered to be paid and is paid to all
Holders that consent, waive or agree to amend in the time frame set forth in the
solicitation documents relating to such consent, waiver or agreement.


                                      -71-

<PAGE>

     SECTION 4.19 Future Guarantors.

     The Issuer will cause each Restricted Subsidiary that Guarantees any
Indebtedness of the Issuer to, within 30 days of the date such Guarantee is
provided for such other Indebtedness of the Issuer, execute and deliver to the
Trustee a supplemental indenture substantially in the form attached as Exhibit E
pursuant to which such Restricted Subsidiary will guarantee payment of the Notes
on the terms and conditions set forth in Article 11.

                                   ARTICLE 5.

                                   SUCCESSORS

     SECTION 5.01 Merger, Consolidation, or Sale of Assets.

     (a) The Issuer shall not, directly or indirectly: consolidate or merge with
or into another Person (whether or not the Issuer is the surviving corporation);
or sell, assign, transfer, convey or otherwise dispose of all or substantially
all of the properties or assets of the Issuer and its Restricted Subsidiaries
taken as a whole, in one or more related transactions, to another Person,
unless:

          (1) either:

               (A) the Issuer is the surviving entity; or

               (B) the Person formed by or surviving any such consolidation or
          merger (if other than the Issuer) or to which such sale, assignment,
          transfer, conveyance or other disposition has been made is an entity
          organized or existing under the laws of the United States, any state
          of the United States or the District of Columbia;

          (2) the Person formed by or surviving any such consolidation or merger
     (if other than the Issuer) or the Person to which such sale, assignment,
     transfer, conveyance or other disposition has been made assumes all the
     obligations of the Issuer under the Notes, this Indenture and the
     Registration Rights Agreement pursuant to agreements reasonably
     satisfactory to the Trustee; provided, however, that at all times, a
     corporation organized and existing under the laws of the United States of
     America, any State thereof or the District of Columbia must be a co-issuer
     or the issuer of the Notes if such surviving Person is not a corporation;

          (3) immediately after such transaction, no Default or Event of Default
     exists; and

          (4) the Issuer or the Person formed by or surviving any such
     consolidation or merger (if other than the Issuer), or to which such sale,
     assignment, transfer, conveyance or other disposition has been made would,
     on the date of such transaction after giving pro forma effect thereto and
     any related financing transactions as if the same had occurred at the
     beginning of the applicable four-quarter period:

               (A) be permitted to incur at least $1.00 of additional
          Indebtedness pursuant to the Fixed Charge Coverage Ratio test set
          forth in Section 4.09(a) or

               (B) have a Fixed Charge Coverage Ratio that is greater than the
          actual Fixed Charge Coverage Ratio of the Issuer immediately prior to
          such transaction.


                                      -72-

<PAGE>

     In addition, the Issuer shall not, directly or indirectly, lease all or
substantially all of the properties and assets of it and its Restricted
Subsidiaries taken as a whole, in one or more related transactions, to any other
Person.

     (b) Clauses (3) and (4) of Section 5.01(a) shall not apply to:

          (1) a merger of the Issuer with an Affiliate solely for the purpose of
     reincorporating the Issuer in another jurisdiction;

          (2) any consolidation or merger, or any sale, assignment, transfer,
     conveyance, lease or other disposition of assets between or among the
     Issuer and its Restricted Subsidiaries; and

          (3) transfers of accounts receivable and related assets of the type
     specified in the definition of Qualified Receivables Transaction (or a
     fractional undivided interest therein) by a Receivables Subsidiary in a
     Qualified Receivables Transaction.

     SECTION 5.02 Successor Corporation Substituted.

     Upon any consolidation or merger, or any sale, assignment, transfer, lease,
conveyance or other disposition of all or substantially all of the assets of the
Issuer in a transaction that is subject to, and that complies with the
provisions of, Section 5.01, the successor Person formed by such consolidation
or into or with which the Issuer is merged or to which such sale, assignment,
transfer, lease, conveyance or other disposition is made shall succeed to, and
be substituted for (so that from and after the date of such consolidation,
merger, sale, assignment, transfer, lease, conveyance or other disposition, the
provisions of this Indenture referring to the "Issuer" shall refer instead to
the successor Person and not to the Issuer), and may exercise every right and
power of the Issuer under this Indenture with the same effect as if such
successor Person had been named as the Issuer herein, and when a successor
Person assumes all obligations of its predecessor under this Indenture or the
Notes, the predecessor shall be released from those obligations; provided,
however, that in the case of a transfer by lease, the predecessor shall not be
released from those obligations.

                                   ARTICLE 6.

                              DEFAULTS AND REMEDIES

     SECTION 6.01 Events of Default.

     Each of the following is an "Event of Default":

          (1) default for 30 days in the payment when due of interest on, or
     Additional Interest, if any, with respect to, the Notes, whether or not
     prohibited by the subordination provisions of this Indenture;

          (2) default in the payment when due (at maturity, upon redemption or
     otherwise) of the principal of, or premium, if any, on, the Notes, whether
     or not prohibited by the subordination provisions of this Indenture;

          (3) failure by the Issuer or any of its Restricted Subsidiaries to
     comply with the provisions of Section 5.01 hereof;


                                      -73-

<PAGE>

          (4) failure by the Issuer or any of its Restricted Subsidiaries for 60
     days after notice to the Issuer by the Trustee or the Holders of at least
     25% in aggregate principal amount of the Notes then outstanding voting as a
     single class to comply with any of the other agreements in this Indenture;

          (5) default under any mortgage, indenture or instrument under which
     there may be issued or by which there may be secured or evidenced any
     Indebtedness for money borrowed by the Issuer or any of its Significant
     Subsidiaries (or the payment of which is guaranteed by the Issuer or any of
     its Significant Subsidiaries), whether such Indebtedness or Guarantee now
     exists, or is created after the Issue Date, if that default:

               (A) is caused by a failure to pay principal at the final Stated
          Maturity of such Indebtedness (a "Payment Default"); or

               (B) results in the acceleration of such Indebtedness prior to its
          express maturity;

     and, in each case, the principal amount of such Indebtedness, together with
     the principal amount of any other such Indebtedness under which there has
     been a Payment Default or the maturity of which has been so accelerated,
     aggregates $25.0 million or more;

          (6) with respect to any judgment or decree for the payment of money
     (net of any amount covered by insurance issued by a reputable and
     creditworthy insurer that has not contested coverage or reserved rights
     with respect to an underlying claim) in excess of $25.0 million or its
     foreign currency equivalent against the Issuer or any Significant
     Subsidiary of the Issuer, the failure by the Issuer or such Significant
     Subsidiary, as applicable, to pay such judgment or decree, which judgment
     or decree has remained outstanding for a period of 60 days after such
     judgment or decree became final and nonappealable without being paid,
     discharged, waived or stayed;

          (7) the Issuer or any of the Restricted Subsidiaries that is a
     Significant Subsidiary pursuant to or within the meaning of Bankruptcy Law:

               (A) commences a voluntary case,

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

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

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

               (E) generally is not paying its debts as they become due; and

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

               (A) is for relief against the Issuer or any of the Issuer's
          Restricted Subsidiaries that is a Significant Subsidiary in an
          involuntary case;


                                      -74-

<PAGE>

               (B) appoints a custodian of the Issuer or any of the Issuer's
          Restricted Subsidiaries that is a Significant Subsidiary for all or
          substantially all of the property of the Issuer or any of the Issuer's
          Restricted Subsidiaries that is a Significant Subsidiary; or

               (C) orders the liquidation of the Issuer or any of the Issuer's
          Restricted Subsidiaries that is a Significant Subsidiary;

     and the order or decree remains unstayed and in effect for 60 consecutive
days.

     SECTION 6.02 Acceleration.

     In the case of an Event of Default arising under clause (7) or (8) of
Section 6.01, all outstanding Notes shall become due and payable immediately
without further action or notice. If any other Event of Default occurs and is
continuing, the Trustee or the Holders of at least 25% in aggregate principal
amount of the then outstanding Notes may declare all the Notes to be due and
payable immediately.

     Upon any such declaration, the Notes shall become due and payable
immediately. The Holders of a majority in aggregate principal amount of the then
outstanding Notes by written notice to the Trustee may, on behalf of all of the
Holders, rescind an acceleration or waive any existing Default or Event of
Default and its consequences under this Indenture except a continuing Default or
Event of Default in the payment of interest or premium or Additional Interest,
if any, on, or the principal of, the Notes.

     SECTION 6.03 Other Remedies.

     If an Event of Default occurs and is continuing, the Trustee may pursue any
available remedy to collect the payment of principal, premium and Additional
Interest, if any, and 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 Holder of a Note 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. All remedies are
cumulative to the extent permitted by law.

     SECTION 6.04 Waiver of Past Defaults.

     Holders of a majority in aggregate principal amount of the then outstanding
Notes by notice to the Trustee may on behalf of the Holders of all of the Notes
waive an existing Default or Event of Default and its consequences hereunder,
except a continuing Default or Event of Default in the payment of the principal
of, premium and Additional Interest, if any, or interest on, the Notes
(including in connection with an offer to purchase); provided, however, that the
Holders of a majority in aggregate principal amount of the then outstanding
Notes may rescind an acceleration and its consequences, including any related
payment default that resulted from such acceleration. Upon any such waiver, such
Default shall cease to exist, and any Event of Default arising therefrom shall
be deemed to have been cured for every purpose of this Indenture; but no such
waiver shall extend to any subsequent or other Default or impair any right
consequent thereon. In case of any such waiver, the Issuer, the Trustee and the
Holders shall be restored to their former positions and rights hereunder and
under the Notes, respectively.


                                      -75-

<PAGE>

     SECTION 6.05 Control by Majority.

     Holders of a majority in principal amount of the then outstanding Notes may
direct the time, method and place of conducting any proceeding for exercising
any remedy available to the Trustee or exercising any trust or power conferred
on it. However, the Trustee may refuse to follow any direction that conflicts
with law or this Indenture that the Trustee determines may be unduly prejudicial
to the rights of other Holders or that may involve the Trustee in personal
liability. Prior to taking any action under this Indenture, the Trustee shall be
entitled to reasonable indemnification against all losses and expenses caused by
taking or not taking such action.

     SECTION 6.06 Limitation on Suits.

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

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

          (2) Holders of at least 25% in aggregate principal amount of the then
     outstanding Notes have requested the Trustee to pursue the remedy;

          (3) such Holders have offered the Trustee reasonable security or
     indemnity reasonably satisfactory to it against any loss, liability or
     expense;

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

          (5) Holders of a majority in aggregate principal amount of the then
     outstanding Notes have not given the Trustee a direction inconsistent with
     such request within such 60-day period.

     SECTION 6.07 Rights of Holders To Receive Payment.

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

     SECTION 6.08 Collection Suit by Trustee.

     If an Event of Default specified in clauses (1) or (2) of Section 6.01 or
occurs and is continuing, the Trustee is authorized to recover judgment in its
own name and as trustee of an express trust against the Issuer and each
Guarantor for the whole amount of principal of, premium and Additional Interest,
if any, and interest remaining unpaid on the Notes and interest on overdue
principal and, to the extent lawful, interest 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.


                                      -76-

<PAGE>

     SECTION 6.09 Trustee May File Proofs of Claim.

     The Trustee is authorized to file such proofs of claim and other papers or
documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel) and the
Holders of the Notes allowed in any judicial proceedings relative to the Issuer
(or any other obligor upon the Notes), its creditors or its property and shall
be entitled and empowered to collect, receive and distribute any money or other
property payable or deliverable on any such claims and any custodian in any such
judicial proceeding is hereby authorized by each Holder to make such payments to
the Trustee, and in the event that the Trustee shall consent to the making of
such payments directly to the Holders, to pay to the Trustee any amount due to
it for the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due to the Trustee under
Section 7.07. Nothing herein contained shall be deemed to authorize the Trustee
to authorize or consent to or accept or adopt on behalf of any Holder any plan
of reorganization, arrangement, adjustment or composition affecting the Notes or
the rights of any Holder, or to authorize the Trustee to vote in respect of the
claim of any Holder in any such proceeding. The Trustee may participate as a
member of any official committee of creditors appointed in the matters as it
deems necessary or advisable.

     SECTION 6.10 Priorities.

     If the Trustee collects any money pursuant to this Article 6, it shall pay
out the money in the following order:

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

          Second: to Holders for amounts due and unpaid on the Notes for
     principal, premium and Additional Interest, 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 and Additional Interest, if
     any, and interest, respectively; and

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

     The Trustee may fix a record date and payment date for any payment to
Holders pursuant to this Section 6.10.

     SECTION 6.11 Undertaking for Costs.

     In any suit for the enforcement of any right or remedy under this Indenture
or in any suit against the Trustee for any action taken or omitted by it as a
Trustee, a court in its discretion may require the filing by any party litigant
in the suit of an undertaking to pay the costs of the suit, and the court in its
discretion may assess reasonable costs, including reasonable attorneys' fees and
expenses, against any party litigant in the suit, having due regard to the
merits and good faith of the claims or defenses made by the party litigant. This
Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder of a
Note pursuant to Section 6.07, or a suit by Holders of more than 10% in
principal amount of the then outstanding Notes.


                                       77

<PAGE>

                                   ARTICLE 7.

                                     TRUSTEE

     SECTION 7.01 Duties of Trustee.

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

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

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

          (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 certificates or opinions furnished to
     the Trustee and conforming to the requirements of this Indenture. However,
     in the case of certificates or opinions specifically required by any
     provision hereof to be furnished to it, the Trustee shall examine the
     certificates and opinions to determine whether or not they conform to the
     requirements of this Indenture.

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

          (1) this paragraph does not limit the effect of paragraph of this
     Section 7.01;

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

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

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

     (e) No provision of this Indenture shall require the Trustee to expend or
risk its own funds or incur any liability if it shall have reasonable grounds to
believe that repayment of such funds or adequate indemnity against such risk or
liability is not reasonably assured to it.

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

     (g) In the absence of bad faith, negligence or willful misconduct on the
part of the Trustee, the Trustee shall not be responsible for the application of
any money by any Paying Agent other than the Trustee.


                                      -78-

<PAGE>

     SECTION 7.02 Rights of Trustee.

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

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

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

     (d) The Trustee shall not be liable for any action it takes or omits to
take in good faith that it believes to be authorized or within the rights or
powers conferred upon it by this Indenture provided, however, that the Trustee's
conduct does not constitute willful misconduct, bad faith or negligence.

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

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

     (g) The Trustee shall not be deemed to have notice of any Default or Event
of Default unless a Responsible Officer of the Trustee has actual knowledge
thereof or unless written notice of any event which is in fact such a default is
received by the Trustee at the Corporate Trust Office of the Trustee, and such
notice references the Notes and this Indenture.

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

     (i) The Trustee may request that the Issuer deliver an Officers'
Certificate setting forth the names of individuals and/or titles of officers
authorized at such time to take specified actions pursuant to this Indenture,
which Officers' Certificate may be signed by any person authorized to sign an
Officers' Certificate, including any person specified as so authorized in any
such certificate previously delivered and not superseded.

     (j) The Trustee shall not be bound to make any investigation into the facts
or matters stated in any resolution, certificate (including any Officers'
Certificate), statement, instrument, opinion (including any Opinion of Counsel),
notice, request, direction, consent, order, bond, debenture, or other paper or
document.

     (k) The Trustee shall not be required to give any bond or surety in respect
of the performance of its powers and duties hereunder.


                                      -79-

<PAGE>

     (l) The permissive rights of the trustee to do things enumerated in this
Indenture shall not be construed as duties.

     SECTION 7.03 Individual Rights of Trustee.

     The Trustee in its individual or any other capacity may become the owner or
pledgee of Notes and may otherwise deal with the Issuer or any Affiliate of the
Issuer with the same rights it would have if it were not Trustee. However, in
the event that the Trustee acquires any conflicting interest it must eliminate
such conflict within 90 days, apply to the SEC for permission to continue as
Trustee (if this Indenture has been qualified under the TIA) or resign. Any
Agent may do the same with like rights and duties. The Trustee is also subject
to Sections 7.10 and 7.11 hereof.

     SECTION 7.04 Trustee's Disclaimer.

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

     SECTION 7.05 Notice of Defaults.

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

     SECTION 7.06 Reports by Trustee to Holders of the Notes.

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

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

     SECTION 7.07 Compensation and Indemnity.

     (a) The Issuer shall pay to the Trustee from time to time reasonable
compensation as agreed to between the Issuer and the Trustee for its acceptance
of this Indenture and services hereunder. The Trustee's compensation shall not
be limited by any law on compensation of a trustee of an express trust. The
Issuer shall reimburse the Trustee promptly upon request for all reasonable
disbursements, advances


                                      -80-

<PAGE>

and expenses incurred or made by it in addition to the compensation for its
services. Such expenses shall include the reasonable compensation, disbursements
and expenses of the Trustee's agents and counsel.

     (b) The Issuer shall indemnify the Trustee against any and all losses,
liabilities, claims, damages or expenses incurred by it arising out of or in
connection with the acceptance or administration of its duties under this
Indenture, including the costs and expenses of enforcing this Indenture against
the Issuer and the Guarantors (including this Section 7.07) and defending itself
against any claim (whether asserted by the Issuer, the Guarantors, any Holder or
any other Person) or liability in connection with the exercise or performance of
any of its powers or duties hereunder, except to the extent any such loss,
liability or expense shall be determined to have been caused by its own
negligence or willful misconduct. The Trustee shall notify the Issuer promptly
of any claim for which it may seek indemnity. Failure by the Trustee to so
notify the Issuer shall not relieve the Issuer of its obligations hereunder. The
Issuer shall defend the claim and the Trustee shall cooperate in the defense.
The Trustee may have separate counsel and the Issuer shall pay the reasonable
fees and expenses of such counsel; provided that the Issuer shall not be
required to pay such fees and expenses if it assumes the Trustee's defense, and,
in the Trustee's reasonable judgment, there is no conflict of interest between
the Issuer and the Trustee in connection with such defense. The Issuer shall not
be required to pay for any settlement made without its consent, which consent
shall not be unreasonably withheld.

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

     (d) To secure the Issuer's payment obligations in this Section 7.07, the
Trustee shall have a Lien prior to the Notes on all money or property held or
collected by the Trustee, except that held in trust to pay principal and
interest on particular Notes. Such Lien shall survive the satisfaction and
discharge of this Indenture.

     (e) When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 6.01(8) or (9) occurs, the expenses and the
compensation for the services (including the fees and expenses of its agents and
counsel) are intended to constitute expenses of administration under any
Bankruptcy Law.

     (f) The Trustee shall comply with the provisions of TIA Section 313(b) to
the extent applicable.

     SECTION 7.08 Replacement of Trustee.

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

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

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

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


                                      -81-

<PAGE>

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

          (4) the Trustee becomes incapable of acting.

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

     (d) If a successor Trustee does not take office within 60 days after the
retiring Trustee resigns or is removed, the retiring Trustee, the Issuer, or the
Holders of at least 10% in principal amount of the then outstanding Notes may
petition, at the expense of the Issuer, any court of competent jurisdiction for
the appointment of a successor Trustee.

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

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

     SECTION 7.09 Successor Trustee by Merger, etc.

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

     SECTION 7.10 Eligibility; Disqualification.

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

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

     SECTION 7.11 Preferential Collection of Claims Against Issuer.

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


                                      -82-
<PAGE>

                                   ARTICLE 8.

                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

     SECTION 8.01 Option To Effect Legal Defeasance or Covenant Defeasance.

     The Issuer may, at any time, elect to have either Section 8.02 or 8.03 be
applied to all outstanding Notes upon compliance with the conditions set forth
below in this Article 8.

     SECTION 8.02 Legal Defeasance and Discharge.

     Upon the Issuer's exercise under Section 8.01 of the option applicable to
this Section 8.02, the Issuer shall, subject to the satisfaction of the
conditions set forth in Section 8.04, be deemed to have been discharged from its
obligations with respect to all outstanding Notes on the date the conditions set
forth in Section 8.04 are satisfied (hereinafter, "Legal Defeasance"). For this
purpose, Legal Defeasance means that the Issuer shall be deemed to have paid and
discharged the entire Indebtedness represented by the outstanding Notes, which
shall thereafter be deemed to be "outstanding" only for the purposes of Section
8.05 and the other Sections of this Indenture referred to in clauses (1) and (2)
below, and to have satisfied all its other obligations under such Notes and this
Indenture (and the Trustee, on demand of and at the expense of the Issuer, shall
execute proper instruments acknowledging the same), except for the following
provisions which shall survive until otherwise terminated or discharged
hereunder:

          (1) the rights of Holders of outstanding Notes to receive payments in
     respect of the principal of, or interest or premium and Additional
     Interest, if any, on such Notes when such payments are due from the trust
     referred to in Section 8.04 hereof;

          (2) the Issuer's obligations with respect to such Notes under Sections
     2.05, 2.06, 2.07, 2.08 and 4.02 hereof;

          (3) the rights, powers, trusts, duties and immunities of the Trustee
     hereunder and the Issuer's obligations in connection therewith; and

          (4) this Article 8.

     Subject to compliance with this Section 8.02, the Issuer may exercise its
option under this Section 8.02 notwithstanding the prior exercise of its option
under Section 8.03 hereof.

     SECTION 8.03 Covenant Defeasance.

     Upon the Issuer's exercise under Section 8.01 of the option applicable to
this Section 8.03, the Issuer shall, subject to the satisfaction of the
conditions set forth in Section 8.04, be released from its obligations under
Sections 4.03, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.15, 4.16, 4.17, 4.18
and 4.19 and Section 5.01(a) with respect to the outstanding Notes on and after
the date the conditions set forth in Section 8.04 are satisfied (hereinafter,
"Covenant Defeasance"), and the Notes shall thereafter be deemed not
"outstanding" for the purposes of any direction, waiver, consent or declaration
or act of Holders (and the consequences of any thereof) in connection with such
covenants, but shall continue to be deemed "outstanding" for all other purposes
hereunder (it being understood that such Notes shall not be deemed outstanding
for accounting purposes). For this purpose, Covenant Defeasance means that, with
respect to the outstanding Notes, the Issuer may omit to comply with and shall
have no liability in respect of any term, condition or limitation set forth in
any such covenant, whether directly or indirectly, by reason of any reference
elsewhere herein to any such covenant or by reason of any reference in any such
covenant to any


                                      -83-

<PAGE>

other provision herein or in any other document and such omission to comply
shall not constitute a Default or an Event of Default under Section 6.01, but,
except as specified above, the remainder of this Indenture and such Notes shall
be unaffected thereby. In addition, upon the Issuer's exercise under Section
8.01 of the option applicable to this Section 8.03 subject to the satisfaction
of the conditions set forth in Section 8.04, Sections 6.01(4) through 6.01(6)
and, to the extent relating to a Significant Subsidiary, 6.01(7) and 6.01(8)
shall not constitute Events of Default.

     SECTION 8.04 Conditions to Legal or Covenant Defeasance.

     In order to exercise either Legal Defeasance or Covenant Defeasance under
either Section 8.02 or 8.03 hereof:

          (1) the Issuer must irrevocably deposit with the Trustee, in trust,
     for the benefit of the Holders of the Notes, cash in U.S. dollars,
     non-callable Government Securities, or a combination of cash in U.S.
     dollars and non-callable Government Securities, in amounts as shall be
     sufficient, in the opinion of a nationally recognized investment bank,
     appraisal firm or firm of independent public accountants, to pay the
     principal of, or interest and premium and Additional Interest, if any, on,
     the outstanding Notes on the stated date for payment thereof or on the
     applicable redemption date, as the case may be, and the Issuer must specify
     whether the Notes are being defeased to such stated date for payment or to
     a particular redemption date;

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

          (3) in the case of Covenant Defeasance, the Issuer must deliver to the
     Trustee an Opinion of Counsel reasonably acceptable to the Trustee
     confirming that the Holders of the outstanding Notes shall not recognize
     income, gain or loss for federal income tax purposes as a result of such
     Covenant Defeasance and shall be subject to federal income tax on the same
     amounts, in the same manner and at the same times as would have been the
     case if such Covenant Defeasance had not occurred;

          (4) such Legal Defeasance or Covenant Defeasance shall not result in a
     breach or violation of, or constitute a default under, any material
     agreement (including, without limitation, the Credit Agreement) or
     instrument (other than this Indenture) to which the Issuer or any of its
     Subsidiaries is a party or by which the Issuer or any of its Subsidiaries
     is bound;

          (5) the Issuer must deliver to the Trustee an Officers' Certificate
     stating that the deposit was not made by the Issuer with the intent of
     preferring the Holders over the other creditors of the Issuer with the
     intent of defeating, hindering, delaying or defrauding any creditors of the
     Issuer or others; and

          (6) the Issuer must deliver to the Trustee an Officers' Certificate
     and an Opinion of Counsel, each stating that all conditions precedent
     relating to the Legal Defeasance or the Covenant Defeasance have been
     complied with.


                                      -84-

<PAGE>

     SECTION 8.05 Deposited Money and Government Securities To Be Held in Trust;
                  Other Miscellaneous Provisions.

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

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

     Notwithstanding anything in this Article 8 to the contrary, the Trustee
shall deliver or pay to the Issuer from time to time upon the request of the
Issuer any money or non-callable Government Securities held by it as provided in
Section 8.04 which, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee (which may be the opinion delivered under Section 8.04
hereof), are in excess of the amount thereof that would then be required to be
deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

     SECTION 8.06 Repayment to Issuer.

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

     SECTION 8.07 Reinstatement.

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


                                      -85-

<PAGE>

                                   ARTICLE 9.

                        AMENDMENT, SUPPLEMENT AND WAIVER

     SECTION 9.01 Without Consent of Holders.

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

          (1) to cure any ambiguity, defect or inconsistency;

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

          (3) to provide for the assumption of the Issuer's obligations to the
     Holders by a successor to the Issuer pursuant to Article 5 or Section
     11.05, respectively, hereof;

          (4) to make any change that would provide any additional rights or
     benefits to the Holders or that does not adversely affect the legal rights
     hereunder of any Holder;

          (5) to comply with requirements of the SEC in order to effect or
     maintain the qualification of this Indenture under the TIA;

          (6) to conform the text of this Indenture or the Notes to any
     provision of the "Description of the Notes" section of the Offering
     Memorandum to the extent that such provision in that "Description of the
     Notes" section was intended to be a verbatim recitation of a provision of
     this Indenture or the Notes;

          (7) to provide for the issuance of Additional Notes in accordance with
     the limitations set forth in this Indenture as of the Issue Date;

          (8) to allow any Guarantor to execute a supplemental indenture with
     respect to the Notes, or to secure the Notes; or

          (9) to issue the Notes or the Exchange Notes.

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

     SECTION 9.02 With Consent of Holders.

     (a) Except as provided below in this Section 9.02, the Issuer and the
Trustee may amend or supplement this Indenture (including, without limitation,
Section 3.09, 4.10 and 4.15 hereof) and the Notes with the consent of the
Holders of at least a majority in aggregate principal amount of the Notes
(including, without limitation, consents obtained in connection with a tender
offer or exchange offer for, or purchase of, the Notes), and, subject to
Sections 6.04 and 6.07, any existing Default or Event of Default (other than a
Default or Event of Default in the payment of the principal of, premium or
Additional


                                      -86-

<PAGE>

Interest, if any, or interest on the Notes, except a payment default resulting
from an acceleration that has been rescinded) or compliance with any provision
of this Indenture or the Notes may be waived with the consent of the Holders of
a majority in aggregate principal amount of the then outstanding Notes
(including consents obtained in connection with a tender offer or exchange offer
for, or purchase of, the Notes).

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

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

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

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

          (2) reduce the principal of or change the fixed maturity of any Note
     or alter the provisions with respect to the optional redemption of the
     Notes contained in Section 5 of the Notes (except the notice period
     contained therein or in Sections 3.01, 3.02 and 3.03);

          (3) reduce the rate of or change the time for payment of interest,
     including default interest, on any Note;

          (4) waive a Default or Event of Default in the payment of principal
     of, or interest or premium, or Additional Interest, if any, on, the Notes
     (except a rescission of acceleration of the Notes by the Holders of at
     least a majority in aggregate principal amount of the then outstanding
     Notes and a waiver of the payment default that resulted from such
     acceleration);

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

          (6) make any change in the provisions of this Indenture relating to
     waivers of past Defaults or the rights of Holders to receive payments of
     principal of, or interest or premium or Additional Interest, if any, on,
     the Notes; or

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


                                      -87-

<PAGE>

     SECTION 9.03 [Reserved].

     SECTION 9.04 Compliance with Trust Indenture Act.

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

     SECTION 9.05 Revocation and Effect of Consents.

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

     SECTION 9.06 Notation on or Exchange of Notes.

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

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

     SECTION 9.07 Trustee To Sign Amendments, etc.

     The Trustee shall sign any amended or supplemental indenture authorized
pursuant to this Article 9 if the amendment or supplement does not adversely
affect the rights, duties, liabilities or immunities of the Trustee. The Issuer
may not sign an amended or supplemental indenture until the Board of Directors
approves it. In executing any amended or supplemental indenture, the Trustee
shall be provided with and (subject to Section 7.01 hereof) shall be fully
protected in relying upon, in addition to the documents required by Section
13.04, an Officers' Certificate and an Opinion of Counsel stating that the
execution of such amended or supplemental indenture is authorized or permitted
by this Indenture.

                                   ARTICLE 10.

                                   [Reserved]

                                   ARTICLE 11.

                                   GUARANTEES

     SECTION 11.01 Guarantee.

     (a) Subject to this Article 11, each Restricted Subsidiary of the Issuer
that becomes a Guarantor in accordance with Section 4.19, if any, hereby,
jointly and severally, unconditionally guarantees to each Holder of a Note
authenticated and delivered by the Trustee and to the Trustee and its successors
and


                                      -88-

<PAGE>

assigns, irrespective of the validity and enforceability of this Indenture,
the Notes or the obligations of the Issuer hereunder or thereunder, that:

          (1) the principal of, premium and Additional Interest, if any, and
     interest on the Notes shall be promptly paid in full when due, whether at
     maturity, by acceleration, redemption or otherwise, and interest on the
     overdue principal of and interest on the Notes, if any, if lawful, and all
     other Obligations of the Issuer to the Holders or the Trustee hereunder or
     thereunder shall be promptly paid in full or performed, all in accordance
     with the terms hereof and thereof; and

          (2) in case of any extension of time of payment or renewal of any
     Notes or any of such other Obligations, that same shall be promptly paid in
     full when due or performed in accordance with the terms of the extension or
     renewal, whether at stated maturity, by acceleration or otherwise.

     Failing payment when due of any amount so guaranteed or any performance so
guaranteed for whatever reason, the Guarantors shall be jointly and severally
obligated to pay the same immediately. Each Guarantor agrees that this is a
guarantee of payment and not a guarantee of collection.

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

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

     (d) Each Guarantor agrees that it shall not be entitled to any right of
subrogation in relation to the Holders in respect of any obligations guaranteed
hereby until payment in full of all Obligations guaranteed hereby. Each
Guarantor further agrees that, as between the Guarantors, on the one hand, and
the Holders and the Trustee, on the other hand, the maturity of the Obligations
guaranteed hereby may be accelerated as provided in Article 6 for the purposes
of this Subsidiary Guarantee, notwithstanding any stay, injunction or other
prohibition preventing such acceleration in respect of the Obligations
guaranteed hereby, and in the event of any declaration of acceleration of such
Obligations as provided in Article 6, such Obligations (whether or not due and
payable) shall forthwith become due and payable by the Guarantors for the
purpose of this Subsidiary Guarantee. The Guarantors shall have the right to
seek contribution from any non-paying Guarantor so long as the exercise of such
right does not impair the rights of the Holders under the Subsidiary Guarantee.


                                      -89-

<PAGE>

     SECTION 11.02 [Reserved].

     SECTION 11.03 Limitation on Guarantor Liability.

     Each Guarantor, and by its acceptance of Notes, each Holder, hereby
confirms that it is the intention of all such parties that the Subsidiary
Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance
for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the
Uniform Fraudulent Transfer Act or any similar federal or state law to the
extent applicable to any Subsidiary Guarantee. To effectuate the foregoing
intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree
that the obligations of such Guarantor shall be limited to the maximum amount
that shall, after giving effect to such maximum amount and all other contingent
and fixed liabilities of such Guarantor that are relevant under such laws, and
after giving effect to any collections from, rights to receive contribution from
or payments made by or on behalf of any other Guarantor in respect of the
obligations of such other Guarantor under this Article 11, result in the
obligations of such Guarantor under its Subsidiary Guarantee not constituting a
fraudulent transfer or conveyance.

     SECTION 11.04 Execution and Delivery of Guarantee.

     To evidence its Subsidiary Guarantee set forth in Section 11.01, each
Guarantor hereby agrees that a notation of such Subsidiary Guarantee
substantially in the form attached as Exhibit D shall be endorsed by an Officer
of such Guarantor on each Note authenticated and delivered by the Trustee and
that this Indenture shall be executed on behalf of such Guarantor by one of its
Officers.

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

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

     The delivery of any Note by the Trustee, after the authentication thereof
hereunder, shall constitute due delivery of the Subsidiary Guarantee set forth
in this Indenture on behalf of any Guarantors.

     In the event that the Issuer or any of its Restricted Subsidiaries creates
or acquires any Subsidiary after the date of this Indenture, if required by
Section 4.19, the Issuer shall cause such Subsidiary to comply with the
provisions of Section 4.19 and this Article 11, to the extent applicable.

     SECTION 11.05 [Reserved]

     SECTION 11.06 Releases.

     (a) The Subsidiary Guarantee of a Guarantor will be automatically released:

          (1) in connection with any sale or other disposition of all or
     substantially all of the assets of that Guarantor (including by way of
     merger or consolidation) to a Person that is not (either before or after
     giving effect to such transaction) a Restricted Subsidiary of the Issuer,
     if the sale or other disposition of all or substantially all of the assets
     of that Guarantor complies with Section 4.10;


                                      -90-

<PAGE>

          (2) if the Issuer designates any Restricted Subsidiary that is a
     Guarantor as an Unrestricted Subsidiary in accordance with Section 4.17;

          (3) in connection with any sale of Capital Stock of a Guarantor to a
     Person that results in the Guarantor no longer being a Subsidiary of the
     Issuer, if the sale of such Capital Stock of that Guarantor complies with
     Section 4.10;

          (4) if the Issuer exercises its Legal Defeasance option or its
     Covenant Defeasance option under Section 8.01 or if its obligations under
     this Indenture are discharged in accordance with the terms of Section
     12.01; or

          (5) upon the release or discharge of the Guarantee by such Restricted
     Subsidiary of Indebtedness of the Issuer or the repayment of the
     Indebtedness, in each case, which resulted in the obligation to Guarantee
     the Notes.

     (b) A Subsidiary Guarantee also will be automatically released upon the
applicable Subsidiary ceasing to be a Subsidiary as a result of any foreclosure
of any pledge or security interest securing such other Indebtedness or other
exercise of remedies in respect thereof.

     Any Guarantor not released from its obligations under its Guarantee as
provided in this Section 11.06 shall remain liable for the full amount of
principal of and interest on the Notes and for the other obligations of any
Guarantor under this Indenture as provided in this Article 11.

                                   ARTICLE 12.

                           SATISFACTION AND DISCHARGE

     SECTION 12.01 Satisfaction and Discharge.

     This Indenture shall be discharged and shall cease to be of further effect
as to all Notes issued hereunder, when:

          (1) either:

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

               (b) all Notes that have not been delivered to the Trustee for
          cancellation have become due and payable by reason of the mailing of a
          notice of redemption or otherwise or shall become due and payable
          within one year and the Issuer has irrevocably deposited or caused to
          be deposited with the Trustee as trust funds in trust solely for the
          benefit of the Holders, cash in U.S. dollars, non-callable Government
          Securities, or a combination of cash in U.S. dollars and non- callable
          Government Securities, in amounts as shall be sufficient, without
          consideration of any reinvestment of interest, to pay and discharge
          the entire Indebtedness on the Notes not delivered to the Trustee for
          cancellation for principal, premium and Additional Interest, if any,
          and accrued interest to the date of maturity or redemption;


                                      -91-

<PAGE>

          (2) no Default or Event of Default has occurred and is continuing on
     the date of the deposit (other than a Default or Event of Default resulting
     from the borrowing of funds to be applied to such deposit) and the deposit
     shall not result in a breach or violation of, or constitute a default
     under, any other instrument to which the Issuer is a party or by which the
     Issuer is bound;

          (3) the Issuer has paid or caused to be paid all sums payable by it
     under this Indenture; and

          (4) the Issuer has delivered irrevocable instructions to the Trustee
     under this Indenture to apply the deposited money toward the payment of the
     Notes at maturity or on the redemption date, as the case may be.

     In addition, the Issuer must deliver an Officers' Certificate and an
Opinion of Counsel to the Trustee stating that all conditions precedent to
satisfaction and discharge have been satisfied.

     Notwithstanding the satisfaction and discharge of this Indenture, if money
has been deposited with the Trustee pursuant to sub-clause of clause of this
Section, the provisions of Sections 12.02 and 8.06 shall survive. In addition,
nothing in this Section 12.01 shall be deemed to discharge those provisions of
Section 7.07, that, by their terms, survive the satisfaction and discharge of
this Indenture.

     SECTION 12.02 Application of Trust Money.

     Subject to the provisions of Section 8.06, all money deposited with the
Trustee pursuant to Section 12.01 shall be held in trust and applied by it, in
accordance with the provisions of the Notes and this Indenture, to the payment,
either directly or through any Paying Agent (including the Issuer acting as its
own Paying Agent) as the Trustee may determine, to the Persons entitled thereto,
of the principal (and premium, if any) and interest for whose payment such money
has been deposited with the Trustee; but such money need not be segregated from
other funds except to the extent required by law.

     To the extent that and so long as the Trustee or Paying Agent is unable to
apply any money or Government Securities in accordance with Section 12.01 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 Issuer's obligations under this Indenture and the Notes
shall be revived and reinstated as though no deposit had occurred pursuant to
Section 12.01; provided, however, that if the Issuer has made any payment of
principal of, premium, if any, or interest on any Notes following the
reinstatement of their obligations, the Issuer shall be subrogated to the rights
of the Holders of such Notes to receive such payment from the money or
Government Securities held by the Trustee or Paying Agent.

                                   ARTICLE 13.

                                  MISCELLANEOUS

     SECTION 13.01 Trust Indenture Act Controls.

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


                                      -92-

<PAGE>

     SECTION 13.02 Notices.

     Any notice or communication by either of the Issuer or the Trustee to the
others is duly given if in writing and delivered in Person or mailed by first
class mail (registered or certified, return receipt requested), telex,
telecopier or overnight air courier guaranteeing next day delivery, to the
others' address:

     If to the Issuer:

          Select Medical Holdings Corporation
          4716 Old Gettysburg Road
          P.O. Box 2034
          Mechanicsburg Pennsylvania 17055
          Telecopier No.: (717) 972-9981
          Attention: General Counsel

     If to the Trustee:

          U.S. Bank Trust National Association
          Corporate Trust Services
          100 Wall Street - Suite 1600
          New York, New York 10005
          Telecopier No.: (212) 361-6153
          Attention: Corporate Trust Administration

     The Issuer or the Trustee, by notice to the others, may designate
additional or different addresses for subsequent notices or communications.

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

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

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

     If the Issuer mails a notice or communication to Holders, it shall mail a
copy to the Trustee and each Agent at the same time.

     SECTION 13.03 Communication by Holders with Other Holders.

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


                                      -93-

<PAGE>

     SECTION 13.04 Certificate and Opinion as to Conditions Precedent.

     Upon any request or application by the Issuer to the Trustee to take any
action under this Indenture, the Issuer shall furnish to the Trustee:

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

          (2) an Opinion of Counsel in form and substance reasonably
     satisfactory to the Trustee (which must include the statements set forth in
     Section 13.05) stating that, in the opinion of such counsel, all such
     conditions precedent and covenants have been satisfied.

     SECTION 13.05 Statements Required in Certificate or Opinion.

     Each certificate or opinion with respect to compliance with a condition or
covenant provided for in this Indenture (other than a certificate provided
pursuant to TIA Section 314(a)(4)) must comply with the provisions of TIA
Section 314 and must 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 or she has
     made such examination or investigation as is necessary to enable him or her
     to express an informed opinion as to whether or not such covenant or
     condition has been satisfied; and

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

     SECTION 13.06 Rules by Trustee and Agents.

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

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

     No director, officer, employee, incorporator, stockholder, member, partner
or other holder of Equity Interests of the Issuer as such, shall have any
liability for any obligations of the Issuer under the Notes, this Indenture or
for any claim based on, in respect of, or by reason of, such obligations or
their creation. Each Holder by accepting a Note waives and releases all such
liability. The waiver and release are part of the consideration for issuance of
the Notes. The waiver may not be effective to waive liabilities under the
federal securities laws.


                                      -94-

<PAGE>

     SECTION 13.08 Governing Law.

     THIS INDENTURE, THE NOTES AND ANY GUARANTEES SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

     SECTION 13.09 No Adverse Interpretation of Other Agreements.

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

     SECTION 13.10 Successors.

     All agreements of the Issuer in this Indenture and the Notes shall bind its
successors. All agreements of the Trustee in this Indenture shall bind its
successors.

     SECTION 13.11 Severability.

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

     SECTION 13.12 Counterpart Originals.

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

     SECTION 13.13 Table of Contents, Headings, etc.

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

                            (Signature Pages Follow)


                                      -95-

<PAGE>

                                   SIGNATURES

Dated as of September 29, 2005

                                        SELECT MEDICAL HOLDINGS CORPORATION


                                        By: /s/ Martin F. Jackson
                                            ------------------------------------
                                        Name: Martin F. Jackson
                                              ----------------------------------
                                        Title: Chief Financial Official
                                               ---------------------------------


                                        U.S. BANK TRUST NATIONAL ASSOCIATION,
                                        as Trustee


                                        By: /s/ Jean Clarke
                                            ------------------------------------
                                        Name: Jean Clarke
                                              ----------------------------------
                                        Title: Assistant Vice President
                                               ---------------------------------


                                       S-1
<PAGE>

                                                                      EXHIBIT A1

                                 [Face of Note]

                                                          CUSIP/CINS ___________

                       Senior Floating Rate Note due 2015

No. ___                                                            $____________

                       SELECT MEDICAL HOLDINGS CORPORATION

     SELECT MEDICAL HOLDINGS CORPORATION promises to pay to [___________] or
registered assigns, the principal sum of ___________________ DOLLARS on
September 15, 2015.

Interest Payment Dates: March 15 and September 15

Record Dates: March 1 and September 1

Dated: [___________]

                                        SELECT MEDICAL HOLDINGS CORPORATION


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


This is one of the Notes referred to
in the within-mentioned Indenture:

U.S. BANK TRUST NATIONAL ASSOCIATION,
as Trustee


By:
    ---------------------------------
    Authorized Signatory


                                      A1-1

<PAGE>

                                 [Back of Note]
                       Senior Floating Rate Note due 2015

[Insert the Global Note Legend, if applicable pursuant to the provisions of the
Indenture]

[Insert the Private Placement Legend, if applicable pursuant to the provisions
of the Indenture]

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

     (1) INTEREST. Select Medical Holdings Corporation, a Delaware corporation
(the "Issuer"), promises to pay interest on the principal amount of this Note at
a rate per annum, reset semi-annually, equal to LIBOR plus 5.75%, as determined
by the calculation agent appointed by the Issuer (the "Calculation Agent"),
which shall initially be the trustee, from [___________ ], 20[__] until maturity
[and shall pay the Additional Interest, if any, payable pursuant to the
Registration Rights Agreement referred to below](1). The Issuer shall pay
interest and Additional Interest, if any, semi-annually in arrears on March 15
and September 15 of each year, or if any such day is not a Business Day, on the
next succeeding Business Day (each, an "Interest Payment Date"). Interest on the
Notes shall accrue from the most recent date to which interest has been paid or,
if no interest has been paid, from the date of issuance; provided that if there
is no existing Default in the payment of interest, and if this Note is
authenticated between a record date referred to on the face hereof and the next
succeeding Interest Payment Date, interest shall accrue from such next
succeeding Interest Payment Date; provided further that the first Interest
Payment Date shall be March 15, 2006. The Issuer shall pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue
principal and premium, if any, from time to time on demand at a rate that is 1%
per annum in excess of the rate then in effect; it shall pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue
installments of interest and Additional Interest, if any, (without regard to any
applicable grace periods) from time to time on demand at the same rate to the
extent lawful.

     The amount of interest for each day that the Notes are outstanding (the
"Daily Interest Amount") will be calculated by dividing the interest rate in
effect for such day by 360 and multiplying the result by the principal amount of
the Notes. The amount of interest to be paid on the Notes for each Interest
Period will be calculated by adding the Daily Interest Amounts for each day in
the Interest Period. All percentages resulting from any of the above
calculations will be rounded, if necessary, to the nearest one hundred
thousandth of a percentage point, with five one-millionths of a percentage point
being rounded upwards (e.g., 9.876545% (or .09876545) being rounded to 9.87655%
(or .0987655)) and all dollar amounts used in or resulting from such
calculations will be rounded to the nearest cent (with one-half cent being
rounded upwards). The interest rate on the Notes will in no event be higher than
the maximum rate permitted by New York law as the same may be modified by United
States law of general application.

     The Calculation Agent will, upon the request of any Holder, provide the
interest rate then in effect with respect to the Notes. All calculations made by
the Calculation Agent in the absence of manifest error will be conclusive for
all purposes and binding on the Issuer and the Holders.

----------
(1)  Not to be included in Exchange Notes.


                                      A1-2

<PAGE>

     (2) METHOD OF PAYMENT. The Issuer shall pay interest on the Notes (except
defaulted interest) and Additional Interest, if any, to the Persons who are
registered Holders at the close of business on the March 1 or September 1 next
preceding the Interest Payment Date, even if such Notes are canceled after such
record date and on or before such Interest Payment Date, except as provided in
Section 2.12 of the Indenture with respect to defaulted interest. The Notes
shall be payable as to principal, interest and premium and Additional Interest,
if any, at the office or agency of the Paying Agent within the City and State of
New York, or, at the option of the Issuer, payment of interest and Additional
Interest, if any, may be made by check mailed to the Holders at their addresses
set forth in the register of Holders; provided that payment by wire transfer of
immediately available funds shall be required with respect to principal of and
interest, premium and Additional Interest, if any, on, all Global Notes and all
other Notes the Holder (if such Holder holds at least $1.0 million in aggregate
principal amount of Notes) of which shall have provided wire transfer
instructions to the Issuer prior to the record date. Payment of principal of,
premium, if any, and interest and Additional Interest on, Global Notes
registered in the name of or held by DTC or any successor depositary or its
nominee will be made by wire transfer of immediately available funds to such
depositary or its nominee, as the case may be, as the registered Holder of such
Global note. Such payment shall be in such coin or currency of the United States
of America as at the time of payment is legal tender for payment of public and
private debts.

     (3) PAYING AGENT AND REGISTRAR. Initially, U.S. Bank Trust National
Association, the Trustee under the Indenture, shall act as Paying Agent and
Registrar. The Issuer may change any Paying Agent or Registrar without notice to
any Holder. The Issuer or any of its Subsidiaries may act in any such capacity.

     (4) INDENTURE. The Issuer issued the Notes under an Indenture dated as of
September 29, 2005 (the "Indenture"), between the Issuer and the Trustee. The
terms of the Notes include those stated in the Indenture and those made part of
the Indenture by reference to the TIA (15 U.S. Code Sections 77aaa-77bbbb). The
Notes are subject to all such terms, and Holders are referred to the Indenture
and such Act for a statement of such terms. To the extent any provision of this
Note conflicts with the express provisions of the Indenture, the provisions of
the Indenture shall govern and be controlling. The Notes are general unsecured
obligations of the Issuer. Subject to the conditions set forth in the Indenture,
the Issuer may issue Additional Notes.

     (5) OPTIONAL REDEMPTION.

     (a) Except as set forth in subparagraph (b) or (c) of this Paragraph 5, the
Issuer shall not have the option to redeem the Notes prior to September 15,
2009. On or after September 15, 2009, the Issuer may redeem all or part of the
Notes upon not less than 30 nor more than 60 days' notice, at the redemption
prices (expressed as percentages of principal amount) set forth below plus
accrued and unpaid interest and Additional Interest, if any, thereon to the
applicable redemption date, if redeemed during the twelve-month period beginning
on February 1 of the years indicated below, subject to the rights of Holders on
the relevant record date to receive interest on the relevant interest payment
date:

<TABLE>
<CAPTION>
Year                    Percentage
----                    ----------
<S>                     <C>
2009.................     102.00%
2010.................     101.00%
2011 and thereafter..     100.00%
</TABLE>

     (b) Notwithstanding the provisions of subparagraph (a) of this Paragraph 5,
at any time prior to September 15, 2008, the Issuer may, on any one or more
occasions, redeem either all remaining outstanding Notes or up to 35% of the
aggregate principal amount of Notes issued under the Indenture at a


                                      A1-3

<PAGE>

redemption price of 100.00% of the aggregate principal amount thereof so
redeemed plus a premium equal to the interest rate per annum of the Notes
applicable on the date on which the notice of redemption is given, plus accrued
and unpaid interest and Additional Interest, if any, to the redemption date with
the net cash proceeds of one or more Equity Offerings by the Issuer or a
contribution to the equity capital of the Issuer (other than Disqualified Stock)
from the net proceeds of one or more Equity Offerings by any direct or indirect
parent of the Issuer (in each case, other than Excluded Contributions); provided
that (i) either no Notes remain outstanding immediately following such
redemption or at least 65% in aggregate principal amount of the Notes originally
issued under the Indenture (excluding Notes held by the Issuer and its
Subsidiaries) remains outstanding immediately after the occurrence of such
redemption; and (ii) the redemption occurs within 90 days of the date of the
closing of such Equity Offering or equity contribution.

     (c) Before September 15, 2009, the Issuer may also redeem all or any
portion of the Notes upon not less than 30 nor more than 60 days' prior notice,
at a redemption price equal to 100% of the principal amount thereof plus the
Applicable Premium as of, and accrued and unpaid interest thereon, if any, to,
the Make-Whole Redemption Date.

     (6) MANDATORY REDEMPTION. The Issuer shall not be required to make
mandatory redemption payments with respect to the Notes.

     (7) REPURCHASE AT THE OPTION OF HOLDER. The Indenture provides that upon
the occurrence of a Change of Control or an Asset Sale and subject to further
limitations contained therein, the Issuer shall make an offer to purchase
outstanding Notes in accordance with the procedures set forth in the Indenture.

     (8) NOTICE OF REDEMPTION. Notice of redemption shall be mailed at least 30
days but not more than 60 days before the redemption date to each Holder whose
Notes are to be redeemed at its registered address, except that redemption
notices may be mailed more than 60 days prior to a redemption date if the notice
is issued in connection with a defeasance of the Notes or a satisfaction and
discharge of the Indenture. Notes in denominations larger than $1,000 may be
redeemed in part but only in whole multiples of $1,000, unless all of the Notes
held by a Holder are to be redeemed. On and after the redemption date interest
and Additional Interest will cease to accrue on Notes or portions thereof called
for redemption.

     (9) DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered form
without coupons in denominations of $1,000 and integral multiples of $1,000. The
transfer of Notes may be registered and Notes may be exchanged as provided in
the Indenture. The Registrar and the Trustee may require a Holder, among other
things, to furnish appropriate endorsements and transfer documents and the
Issuer may require a Holder to pay any taxes and fees required by law or
permitted by the Indenture. The Issuer need not exchange or register the
transfer of any Note or portion of a Note selected for redemption, except for
the unredeemed portion of any Note being redeemed in part. Also, the Issuer need
not exchange or register the transfer of any Notes for a period of 15 days
before a selection of Notes to be redeemed or during the period between a record
date and the corresponding Interest Payment Date.

     (10) PERSONS DEEMED OWNERS. The registered Holder of a Note may be treated
as its owner for all purposes.

     (11) AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the
Indenture or the Notes may be amended or supplemented with the consent of the
Holders of at least a majority in aggregate principal amount of the then
outstanding Notes, including without limitation, consents obtained in connection
with a purchase of, or tender offer or exchange offer for, Notes, and any
existing


                                      A1-4

<PAGE>

Default or Event of Default or compliance with any provision of the Indenture or
the Notes may be waived with the consent of the Holders of a majority in
aggregate principal amount of the then outstanding Notes, including without
limitation, consents obtained in connection with a purchase of, or tender offer
or exchange offer for, Notes. Without the consent of any Holder, the Indenture
or the Notes may be amended or supplemented (i) to cure any ambiguity, defect or
inconsistency, (ii) to provide for uncertificated Notes in addition to or in
place of certificated Notes, (iii) to provide for the assumption of the Issuer's
obligations to Holders of the Notes in case of a merger or consolidation, (iv)
to make any change that would provide any additional rights or benefits to the
Holders or that does not adversely affect the legal rights under the Indenture
of any such Holder, (v) to comply with the requirements of the SEC in order to
effect or maintain the qualification of the Indenture under the TIA, (vi) to
conform the text of the Indenture or the Notes to any provision of the
"Description of the Notes" section of the Offering Memorandum to the extent that
such provision in that "Description of the Notes" was intended to be a verbatim
recitation of a provision of the Indenture or the Notes, (vii) to provide for
the issuance of Additional Notes in accordance with the limitations set forth in
the Indenture as of the Issue Date, (viii) to allow any Guarantor to execute a
supplemental indenture and/or a Guarantee with respect to the Notes or to secure
the Notes, or (ix) to issue the Notes or the Exchange Notes.

     (12) DEFAULTS AND REMEDIES. Events of Default include: (i) default for 30
days in the payment when due of interest on or Additional Interest, if any, with
respect to, the Notes, whether or not prohibited by the subordination provisions
of the Indenture; (ii) default in payment when due (at maturity, upon redemption
or otherwise) of the principal of, or premium, if any, on the Notes whether or
not prohibited by the subordination provisions of the Indenture; (iii) failure
by the Issuer to comply with Section 5.01 of the Indenture; (iv) failure by the
Issuer or any of its Restricted Subsidiaries for 60 days after notice to the
Issuer by the Trustee or the Holders of at least 25% in aggregate principal
amount of Notes then outstanding voting as a single class to comply with any of
the other agreements in the Indenture; (v) default under any mortgage, indenture
or instrument under which there may be issued or by which there may be secured
or evidenced any Indebtedness for money borrowed by the Issuer or any of its
Significant Subsidiaries (or the payment of which is guaranteed by the Issuer or
any of its Significant Subsidiaries), whether such Indebtedness or Guarantee now
exists, or is created after the Issue Date, if that default: (A) is caused by a
failure to pay principal at the final Stated Maturity of such Indebtedness (a
"Payment Default") or (B) results in the acceleration of such Indebtedness prior
to its express maturity, and, in each case, the principal amount of such
Indebtedness, together with the principal amount of any other such Indebtedness
under which there has been a Payment Default or the maturity of which has been
so accelerated, aggregates $25.0 million or more; (vi) certain final judgments
and decrees for the payment of money that remain undischarged for a period of 60
days after such judgment or decree has become final and nonappealable without
being paid, discharged, waived or stayed; and (vii) certain events of bankruptcy
or insolvency with respect to the Issuer or any of the Issuer's Restricted
Subsidiaries that is a Significant Subsidiary. If any Event of Default occurs
and is continuing, the Trustee or the Holders of at least 25% in aggregate
principal amount of the then outstanding Notes may declare all the Notes to be
due and payable. Notwithstanding the foregoing, in the case of an Event of
Default arising from certain events of bankruptcy or insolvency, all outstanding
Notes shall become due and payable without further action or notice. Holders may
not enforce the Indenture or the Notes except as provided in the Indenture.
Subject to certain limitations, Holders of a majority in principal amount of the
then outstanding Notes may direct the Trustee in its exercise of any trust or
power. The Trustee may withhold from Holders notice of any continuing Default or
Event of Default (except a Default or Event of Default relating to the payment
of principal, premium or interest or Additional Interest) if a committee of its
Responsible Officer determines in good faith that withholding notice is in their
interest. The Holders of a majority in aggregate principal amount of the Notes
then outstanding by notice to the Trustee may on behalf of the Holders of all of
the Notes waive any existing Default or Event of Default and its consequences
under the Indenture except a continuing Default or Event of Default in the
payment of the principal of, premium and Additional


                                      A1-5

<PAGE>

Interest, if any, or interest on, the Notes (including in connection with an
offer to purchase). The Issuer is required to deliver to the Trustee annually a
statement regarding compliance with the Indenture, and the Issuer is required
within 30 days of becoming aware of any Default or Event of Default, to deliver
to the Trustee a statement specifying such Default or Event of Default.

     (13) TRUSTEE DEALINGS WITH ISSUER. The Trustee, in its individual or any
other capacity, may make loans to, accept deposits from, and perform services
for the Issuer or its Affiliates, and may otherwise deal with the Issuer or its
Affiliates, as if it were not the Trustee.

     (14) NO RECOURSE AGAINST OTHERS. No director, officer, employee,
incorporator, stockholder, member partner or other holder of Equity Interests of
the Issuer, as such, shall have any liability for any obligations of the Issuer
under the Indenture or the Notes or for any claim based on, in respect of, or by
reason of, such obligations or their creation. Each Holder 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.

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

     (16) ABBREVIATIONS. Customary abbreviations may be used in the name of a
Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=
tenants by the entireties), JT TEN (= joint tenants with right of survivorship
and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts
to Minors Act).

     (17) [ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL NOTES AND
RESTRICTED DEFINITIVE NOTES. In addition to the rights provided to Holders under
the Indenture, Holders of Restricted Global Notes and Restricted Definitive
Notes shall have all the rights set forth in the Registration Rights Agreement
dated as of September 29, 2005, among the Issuer and the other parties named on
the signature pages thereof (the "Registration Rights Agreement").](2)

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

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

----------
(2)  To refer to date of applicable registration rights agreement for any
     Additional Notes.


                                      A1-6

<PAGE>

     Select Medical Holdings Corporation
     4716 Old Gettysburg Road
     P.O. Box 2034
     Mechanicsburg, Pennsylvania 17055
     Telecopier No.: (717) 975-9981
     Attention: General Counsel


                                      A1-7

<PAGE>

                                 ASSIGNMENT FORM

To assign this Note, fill in the form below:

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

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

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

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

and irrevocably appoint ____________________________________________ to transfer
this Note on the books of the Issuer. The agent may substitute another to act
for him.

Date:
      -----------------------


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


Signature Guarantee*:
                      ------------------

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


                                      A1-8

<PAGE>

                       OPTION OF HOLDER TO ELECT PURCHASE

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

                      [ ] Section 4.10     [ ] Section 4.15

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

                                $_______________

Date:
      -----------------


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

                                        Tax Identification No.: ________________


Signature Guarantee*:
                      ------------------

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


                                      A1-9

<PAGE>

                      SCHEDULE OF EXCHANGES OF GLOBAL NOTE

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

<TABLE>
<CAPTION>
                                                              Principal
            Amount of decrease    Amount of increase    Amount of this Global        Signature of
 Date of   in Principal Amount   in Principal Amount     Note following such    authorized officer of
Exchange   of this Global Note   of this Global Note   decrease (or increase)    Trustee or Custodian
--------   -------------------   -------------------   ----------------------   ---------------------
<S>        <C>                   <C>                   <C>                      <C>

</TABLE>

*    This schedule should be included only if the Note is issued in global form.


                                      A1-10
<PAGE>

                                                                      EXHIBIT A2

                  [Face of Regulation S Temporary Global Note]

                                                           CUSIP/CINS __________

                       Senior Floating Rate Note due 2015

No. ___                                                                 $_______

                       SELECT MEDICAL HOLDINGS CORPORATION

SELECT MEDICAL HOLDINGS CORPORATION promises to pay to [________________] or
registered assigns, the principal sum of __________________ DOLLARS on September
15, 2015.

Interest Payment Dates: March 15 and September 15

Record Dates: March 1 and September 1

Dated: [____________________]

                                        SELECT MEDICAL HOLDINGS CORPORATION


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

This is one of the Notes referred to
in the within-mentioned Indenture:

U.S. BANK TRUST NATIONAL ASSOCIATION
as Trustee


By:
    ---------------------------------
    Authorized Signatory


                                      A2-1

<PAGE>

                  [Back of Regulation S Temporary Global Note]
                       Senior Floating Rate Note due 2015

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

THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL
OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES
EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED
PURSUANT TO SECTION 2.01 AND SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE
MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE
INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION
PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE
TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE
ISSUERS.

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR
ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY (55 WATER STREET, NEW YORK, NEW YORK) ("DTC"), TO THE ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933 (THE 'SECURITIES ACT') AND MAY NOT BE OFFERED, SOLD,
PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) (1) TO A PERSON WHO THE SELLER
REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF
RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE
ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE
903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (3) TO AN
INSTITUTIONAL ACCREDITED INVESTOR IN A TRANSACTION EXEMPT FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT, (4) PURSUANT TO AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF
AVAILABLE) OR (5) PURSUANT TO AN


                                      A2-2

<PAGE>

EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (B) IN ACCORDANCE
WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES.

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

     (1) INTEREST. Select Medical Holdings Corporation, a Delaware corporation
(the "Issuer"), promises to pay interest on the principal amount of this Note at
a rate per annum, reset semi-annually, equal to LIBOR plus 5.75%, as determined
by the calculation agent appointed by the Issuer (the "Calculation Agent"),
which shall initially be the trustee, from [ ], 20[ ] until maturity and shall
pay the Additional Interest, if any, payable pursuant to the Registration Rights
Agreement referred to below. The Issuer shall pay interest and Additional
Interest, if any, semi-annually in arrears on March 15 and September 15 of each
year, or if any such day is not a Business Day, on the next succeeding Business
Day (each, an "Interest Payment Date"). Interest on the Notes shall accrue from
the most recent date to which interest has been paid or, if no interest has been
paid, from the date of issuance; provided that if there is no existing Default
in the payment of interest, and if this Note is authenticated between a record
date referred to on the face hereof and the next succeeding Interest Payment
Date, interest shall accrue from such next succeeding Interest Payment Date;
provided further that the first Interest Payment Date shall be March 15, 2006.
The Issuer shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue principal and premium, if any,
from time to time on demand at a rate that is 1% per annum in excess of the rate
then in effect; it shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue installments of interest and
Additional Interest, if any, (without regard to any applicable grace periods)
from time to time on demand at the same rate to the extent lawful.

     The amount of interest for each day that the Notes are outstanding (the
"Daily Interest Amount") will be calculated by dividing the interest rate in
effect for such day by 360 and multiplying the result by the principal amount of
the Notes. The amount of interest to be paid on the Notes for each Interest
Period will be calculated by adding the Daily Interest Amounts for each day in
the Interest Period. All percentages resulting from any of the above
calculations will be rounded, if necessary, to the nearest one hundred
thousandth of a percentage point, with five one-millionths of a percentage point
being rounded upwards (e.g., 9.876545% (or .09876545) being rounded to 9.87655%
(or .0987655)) and all dollar amounts used in or resulting from such
calculations will be rounded to the nearest cent (with one-half cent being
rounded upwards). The interest rate on the Notes will in no event be higher than
the maximum rate permitted by New York law as the same may be modified by United
States law of general application.

     The Calculation Agent will, upon the request of the holder of any note,
provide the interest rate then in effect with respect to the notes. All
calculations made by the Calculation Agent in the absence of manifest error will
be conclusive for all purposes and binding on the Issuer and the holders of the
notes.

     (2) METHOD OF PAYMENT. The Issuer shall pay interest on the Notes (except
defaulted interest) and Additional Interest, if any, to the Persons who are
registered Holders at the close of business on the March 1 or September 1 next
preceding the Interest Payment Date, even if such Notes are canceled after such
record date and on or before such Interest Payment Date, except as provided in
Section 2.12 of the Indenture with respect to defaulted interest. The Notes
shall be payable as to principal, interest and premium and Additional Interest,
if any, at the office or agency of the Paying Agent within the City and State of
New York, or, at the option of the Issuer, payment of interest and Additional
Interest, if any, may be made by check mailed to the Holders at their addresses
set forth in the register of Holders; provided that payment by wire transfer of
immediately available funds shall be required with respect to principal of


                                      A2-3

<PAGE>

and interest, premium and Additional Interest, if any, on, all Global Notes and
all other Notes the Holder (if such Holder holds at least $1.0 million in
aggregate principal amount of Notes) of which shall have provided wire transfer
instructions to the Issuer prior to the record date. Payment of principal of,
premium, if any, and interest and Additional Interest on, Global Notes
registered in the name of or held by DTC or any successor depositary or its
nominee will be made by wire transfer of immediately available funds to such
depositary or its nominee, as the case may be, as the registered Holder of such
Global note. Such payment shall be in such coin or currency of the United States
of America as at the time of payment is legal tender for payment of public and
private debts.

     (3) PAYING AGENT AND REGISTRAR. Initially, U.S. Bank Trust National
Association, the Trustee under the Indenture, shall act as Paying Agent and
Registrar. The Issuer may change any Paying Agent or Registrar without notice to
any Holder. The Issuer or any of its Subsidiaries may act in any such capacity.

     (4) INDENTURE. The Issuer issued the Notes under an Indenture dated as of
September 29, 2005 (the "Indenture"), between the Issuer and the Trustee. The
terms of the Notes include those stated in the Indenture and those made part of
the Indenture by reference to the TIA (15 U.S. Code Sections 77aaa-77bbbb). The
Notes are subject to all such terms, and Holders are referred to the Indenture
and such Act for a statement of such terms. To the extent any provision of this
Note conflicts with the express provisions of the Indenture, the provisions of
the Indenture shall govern and be controlling. The Notes are general unsecured
obligations of the Issuer. Subject to the conditions set forth in the Indenture,
the Issuer may issue Additional Notes.

     (5) OPTIONAL REDEMPTION.

     (a) Except as set forth in subparagraph (b) or (c) of this Paragraph 5, the
Issuer shall not have the option to redeem the Notes prior to September 15,
2009. On or after September 15, 2009, the Issuer may redeem all or part of the
Notes upon not less than 30 nor more than 60 days' notice, at the redemption
prices (expressed as percentages of principal amount) set forth below plus
accrued and unpaid interest and Additional Interest, if any, thereon to the
applicable redemption date, if redeemed during the twelve-month period beginning
on February 1 of the years indicated below, subject to the rights of Holders on
the relevant record date to receive interest on the relevant interest payment
date:

<TABLE>
<CAPTION>
Year                    Percentage
----                    ----------
<S>                     <C>
2009..................    102.00%
2010..................    101.00%
2011 and thereafter...    100.00%
</TABLE>

     (b) Notwithstanding the provisions of subparagraph (a) of this Paragraph 5,
at any time prior to September 15, 2008, the Issuer may, on any one or more
occasions, redeem either all remaining outstanding Notes or up to 35% of the
aggregate principal amount of Notes issued under the Indenture at a redemption
price of 100.00% of the aggregate principal amount thereof so redeemed plus a
premium equal to the interest rate per annum of the Notes applicable on the date
on which the notice of redemption is given, plus accrued and unpaid interest and
Additional Interest, if any, to the redemption date with the net cash proceeds
of one or more Equity Offerings by the Issuer or a contribution to the equity
capital of the Issuer (other than Disqualified Stock) from the net proceeds of
one or more Equity Offerings by any direct or indirect parent of the Issuer (in
each case, other than Excluded Contributions); provided that (i) either no Notes
remain outstanding immediately following such redemption or at least 65% in
aggregate principal amount of the Notes originally issued under the Indenture
(excluding Notes held by the Issuer and its Subsidiaries) remains outstanding
immediately after the occurrence of such redemption; and (ii)


                                      A2-4

<PAGE>

the redemption occurs within 90 days of the date of the closing of such Equity
Offering or equity contribution.

     (c) Before September 15, 2009, the Issuer may also redeem all or any
portion of the Notes upon not less than 30 nor more than 60 days' prior notice,
at a redemption price equal to 100% of the principal amount thereof plus the
Applicable Premium as of, and accrued and unpaid interest thereon, if any, to,
the Make-Whole Redemption Date.

     (6) MANDATORY REDEMPTION. The Issuer shall not be required to make
mandatory redemption payments with respect to the Notes.

     (7) REPURCHASE AT THE OPTION OF HOLDER. The Indenture provides that upon
the occurrence of a Change of Control or an Asset Sale and subject to further
limitations contained therein, the Issuer shall make an offer to purchase
outstanding Notes in accordance with the procedures set forth in the Indenture.

     (8) NOTICE OF REDEMPTION. Notice of redemption shall be mailed at least 30
days but not more than 60 days before the redemption date to each Holder whose
Notes are to be redeemed at its registered address, except that redemption
notices may be mailed more than 60 days prior to a redemption date if the notice
is issued in connection with a defeasance of the Notes or a satisfaction and
discharge of the Indenture. Notes in denominations larger than $1,000 may be
redeemed in part but only in whole multiples of $1,000, unless all of the Notes
held by a Holder are to be redeemed. On and after the redemption date interest
and Additional Interest will cease to accrue on Notes or portions thereof called
for redemption.

     (9) DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered form
without coupons in denominations of $1,000 and integral multiples of $1,000. The
transfer of Notes may be registered and Notes may be exchanged as provided in
the Indenture. The Registrar and the Trustee may require a Holder, among other
things, to furnish appropriate endorsements and transfer documents and the
Issuer may require a Holder to pay any taxes and fees required by law or
permitted by the Indenture. The Issuer need not exchange or register the
transfer of any Note or portion of a Note selected for redemption, except for
the unredeemed portion of any Note being redeemed in part. Also, the Issuer need
not exchange or register the transfer of any Notes for a period of 15 days
before a selection of Notes to be redeemed or during the period between a record
date and the corresponding Interest Payment Date.

     (10) PERSONS DEEMED OWNERS. The registered Holder of a Note may be treated
as its owner for all purposes.

     (11) AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the
Indenture or the Notes may be amended or supplemented with the consent of the
Holders of at least a majority in aggregate principal amount of the then
outstanding Notes, including without limitation, consents obtained in connection
with a purchase of, or tender offer or exchange offer for, Notes, and any
existing Default or Event of Default or compliance with any provision of the
Indenture or the Notes may be waived with the consent of the Holders of a
majority in aggregate principal amount of the then outstanding Notes, including
without limitation, consents obtained in connection with a purchase of, or
tender offer or exchange offer for, Notes. Without the consent of any Holder,
the Indenture or the Notes may be amended or supplemented (i) to cure any
ambiguity, defect or inconsistency, (ii) to provide for uncertificated Notes in
addition to or in place of certificated Notes, (iii) to provide for the
assumption of the Issuer's obligations to Holders of the Notes in case of a
merger or consolidation, (iv) to make any change that would provide any
additional rights or benefits to the Holders or that does not adversely affect
the legal rights under the Indenture of any such Holder, (v) to comply with the
requirements of the SEC in


                                      A2-5

<PAGE>

order to effect or maintain the qualification of the Indenture under the TIA,
(vi) to conform the text of the Indenture or the Notes to any provision of the
"Description of the Notes" section of the Offering Memorandum to the extent that
such provision in that "Description of the Notes" was intended to be a verbatim
recitation of a provision of the Indenture or the Notes, (vii) to provide for
the issuance of Additional Notes in accordance with the limitations set forth in
the Indenture as of the Issue Date, (viii) to allow any Guarantor to execute a
supplemental indenture and/or a Guarantee with respect to the Notes or to secure
the Notes, or (ix) to issue the Notes or the Exchange Notes.

     (12) DEFAULTS AND REMEDIES. Events of Default include: (i) default for 30
days in the payment when due of interest on or Additional Interest, if any, with
respect to, the Notes, whether or not prohibited by the subordination provisions
of the Indenture; (ii) default in payment when due (at maturity, upon redemption
or otherwise) of the principal of, or premium, if any, on the Notes whether or
not prohibited by the subordination provisions of the Indenture; (iii) failure
by the Issuer to comply with Section 5.01 of the Indenture; (iv) failure by the
Issuer or any of its Restricted Subsidiaries for 60 days after notice to the
Issuer by the Trustee or the Holders of at least 25% in aggregate principal
amount of Notes then outstanding voting as a single class to comply with any of
the other agreements in the Indenture; (v) default under any mortgage, indenture
or instrument under which there may be issued or by which there may be secured
or evidenced any Indebtedness for money borrowed by the Issuer or any of its
Significant Subsidiaries (or the payment of which is guaranteed by the Issuer or
any of its Significant Subsidiaries), whether such Indebtedness or Guarantee now
exists, or is created after the Issue Date, if that default: (A) is caused by a
failure to pay principal at the final Stated Maturity of such Indebtedness (a
"Payment Default") or (B) results in the acceleration of such Indebtedness prior
to its express maturity, and, in each case, the principal amount of such
Indebtedness, together with the principal amount of any other such Indebtedness
under which there has been a Payment Default or the maturity of which has been
so accelerated, aggregates $25.0 million or more; (vi) certain final judgments
and decrees for the payment of money that remain undischarged for a period of 60
days after such judgment or decree has become final and nonappealable without
being paid, discharged, waived or stayed; and (vii) certain events of bankruptcy
or insolvency with respect to the Issuer or any of the Issuer's Restricted
Subsidiaries that is a Significant Subsidiary. If any Event of Default occurs
and is continuing, the Trustee or the Holders of at least 25% in aggregate
principal amount of the then outstanding Notes may declare all the Notes to be
due and payable. Notwithstanding the foregoing, in the case of an Event of
Default arising from certain events of bankruptcy or insolvency, all outstanding
Notes shall become due and payable without further action or notice. Holders may
not enforce the Indenture or the Notes except as provided in the Indenture.
Subject to certain limitations, Holders of a majority in principal amount of the
then outstanding Notes may direct the Trustee in its exercise of any trust or
power. The Trustee may withhold from Holders notice of any continuing Default or
Event of Default (except a Default or Event of Default relating to the payment
of principal, premium or interest or Additional Interest) if a committee of its
Responsible Officer determines in good faith that withholding notice is in their
interest. The Holders of a majority in aggregate principal amount of the Notes
then outstanding by notice to the Trustee may on behalf of the Holders of all of
the Notes waive any existing Default or Event of Default and its consequences
under the Indenture except a continuing Default or Event of Default in the
payment of the principal of, premium and Additional Interest, if any, or
interest on, the Notes (including in connection with an offer to purchase). The
Issuer is required to deliver to the Trustee annually a statement regarding
compliance with the Indenture, and the Issuer is required within 30 days of
becoming aware of any Default or Event of Default, to deliver to the Trustee a
statement specifying such Default or Event of Default.

     (13) TRUSTEE DEALINGS WITH ISSUER. The Trustee, in its individual or any
other capacity, may make loans to, accept deposits from, and perform services
for the Issuer or its Affiliates, and may otherwise deal with the Issuer or its
Affiliates, as if it were not the Trustee.


                                      A2-6

<PAGE>

     (14) NO RECOURSE AGAINST OTHERS. No director, officer, employee,
incorporator, stockholder, member partner or other holder of Equity Interests of
the Issuer, as such, shall have any liability for any obligations of the Issuer
under the Indenture or the Notes or for any claim based on, in respect of, or by
reason of, such obligations or their creation. Each Holder 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.

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

     (16) ABBREVIATIONS. Customary abbreviations may be used in the name of a
Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=
tenants by the entireties), JT TEN (= joint tenants with right of survivorship
and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts
to Minors Act).

     (17) ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL NOTES AND RESTRICTED
DEFINITIVE NOTES. In addition to the rights provided to Holders under the
Indenture, Holders of Restricted Global Notes and Restricted Definitive Notes
shall have all the rights set forth in the Registration Rights Agreement dated
as of September 29, 2005, among the Issuer and the other parties named on the
signature pages thereof (the "Registration Rights Agreement").

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

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

          Select Medical Holdings Corporation
          4716 Old Gettysburg Road
          P.O. Box 2034
          Mechanicsburg, Pennsylvania 17055
          Telecopier No.: (717) 975-9981
          Attention: General Counsel


                                      A2-7

<PAGE>

                                 ASSIGNMENT FORM

To assign this Note, fill in the form below:

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

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

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

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

and irrevocably appoint____________________________________________ to transfer
this Note on the books of the Issuer. The agent may substitute another to act
for him.

Date:
      -------------------------------


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


Signature Guarantee*:
                      ---------------

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


                                      A2-8

<PAGE>

                       OPTION OF HOLDER TO ELECT PURCHASE

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

                    [ ] Section 4.10  [ ] Section 4.15

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

                                        $____________

Date:
      --------------------


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

                                        Tax Identification No.: ________________


Signature Guarantee*:
                      ---------------

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


                                      A2-9

<PAGE>

           SCHEDULE OF EXCHANGES OF REGULATION S TEMPORARY GLOBAL NOTE

     The following exchanges of a part of this Regulation S Temporary Global
Note for an interest in another Global Note, or exchanges in part of another
other Restricted Global Note for an interest in this Regulation S Temporary
Global Note, have been made:

<TABLE>
<CAPTION>
                                                       Principal Amount
                                                           of this
                Amount of             Amount of           Global Note        Signature of
               decrease in           increase in        following such        authorized
 Date of     Principal Amount      Principal Amount      decrease (or     officer of Trustee
Exchange   of this Global Note   of this Global Note       increase)         or Custodian
--------   -------------------   -------------------   ----------------   ------------------
<S>        <C>                   <C>                   <C>                <C>

</TABLE>

*    This schedule should be included only if the Note is issued in global form.


                                     A2-10
<PAGE>

                                                                       EXHIBIT B

                         FORM OF CERTIFICATE OF TRANSFER

Select Medical Holdings Corporation
4716 Old Gettysburg Road
P.O. Box 2034
Mechanicsburg, Pennsylvania 17055

U.S. Bank Trust National Association
Corporate Trust Services
100 Wall Street - Suite 1600
New York, New York 10005

     Re: Senior Floating Rate Notes due 2015

     Reference is hereby made to the Indenture, dated as of September 29, 2005
(the "Indenture"), between Select Medical Holdings Corporation, a Delaware
corporation (the "Issuer"), and U.S. Bank Trust National Association as trustee.
Capitalized terms used but not defined herein shall have the meanings given to
them in the Indenture.

     ___________________ (the "Transferor") owns and proposes to transfer the
Note[s] or interest in such Note[s] specified in Annex A hereto, in the
principal amount of $___________ in such Note[s] or interests (the "Transfer"),
to ___________________________ (the "Transferee"), as further specified in Annex
A hereto. In connection with the Transfer, the Transferor hereby certifies that:

                             [CHECK ALL THAT APPLY]

     1. [ ] CHECK IF TRANSFEREE SHALL TAKE DELIVERY OF A BENEFICIAL INTEREST IN
THE 144A GLOBAL NOTE OR A RESTRICTED DEFINITIVE NOTE PURSUANT TO RULE 144A. The
Transfer is being effected pursuant to and in accordance with Rule 144A under
the Securities Act of 1933, as amended (the "Securities Act"), and, accordingly,
the Transferor hereby further certifies that the beneficial interest or
Definitive Note is being transferred to a Person that the Transferor reasonably
believes is purchasing the beneficial interest or Definitive Note for its own
account, or for one or more accounts with respect to which such Person exercises
sole investment discretion, and such Person and each such account is a
"qualified institutional buyer" within the meaning of Rule 144A in a transaction
meeting the requirements of Rule 144A, and such Transfer is in compliance with
any applicable blue sky securities laws of any state of the United States. Upon
consummation of the proposed Transfer in accordance with the terms of the
Indenture, the transferred beneficial interest or Definitive Note shall be
subject to the restrictions on transfer enumerated in the Private Placement
Legend printed on the 144A Global Note and/or the Restricted Definitive Note and
in the Indenture and the Securities Act.

     2. [ ] CHECK IF TRANSFEREE SHALL TAKE DELIVERY OF A BENEFICIAL INTEREST IN
THE REGULATION S GLOBAL NOTE OR A RESTRICTED DEFINITIVE NOTE PURSUANT TO
REGULATION S. The Transfer is being effected pursuant to and in accordance with
Rule 903 or Rule 904 under the Securities Act and, accordingly, the Transferor
hereby further certifies that (i) the Transfer is not being made to a Person in
the United States and (x) at the time the buy order was originated, the
Transferee was outside the United States or such Transferor and any Person
acting on its


                                      B-1
<PAGE>

behalf reasonably believed and believes that the Transferee was outside the
United States or (y) the transaction was executed in, on or through the
facilities of a designated offshore securities market and neither such
Transferor nor any Person acting on its behalf knows that the transaction was
prearranged with a buyer in the United States, (ii) no directed selling efforts
have been made in contravention of the requirements of Rule 903 or Rule 904 of
Regulation S under the Securities Act, (iii) the transaction is not part of a
plan or scheme to evade the registration requirements of the Securities Act and
(iv) if the proposed transfer is being made prior to the expiration of the
Restricted Period, the transfer is not being made to a U.S. Person or for the
account or benefit of a U.S. Person (other than an Initial Purchaser). Upon
consummation of the proposed transfer in accordance with the terms of the
Indenture, the transferred beneficial interest or Definitive Note shall be
subject to the restrictions on Transfer enumerated in the Private Placement
Legend printed on the Regulation S Global Note and/or the Restricted Definitive
Note and in the Indenture and the Securities Act.

     3. [ ] CHECK AND COMPLETE IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL
INTEREST IN A RESTRICTED GLOBAL NOTE OR A RESTRICTED DEFINITIVE NOTE PURSUANT TO
ANY PROVISION OF THE SECURITIES ACT OTHER THAN RULE 144A OR REGULATION S. The
Transfer is being effected in compliance with the transfer restrictions
applicable to beneficial interests in Restricted Global Notes and Restricted
Definitive Notes and pursuant to and in accordance with the Securities Act and
any applicable blue sky securities laws of any state of the United States, and
accordingly the Transferor hereby further certifies that (check one):

          (a) [ ] such Transfer is being effected pursuant to and in accordance
     with Rule 144 under the Securities Act;

                                       or

          (b) [ ] such Transfer is being effected to the Issuer or a subsidiary
     thereof;

                                       or

          (c) [ ] such Transfer is being effected pursuant to an effective
     registration statement under the Securities Act.

     4. [ ] CHECK IF TRANSFEREE SHALL TAKE DELIVERY OF A BENEFICIAL INTEREST IN
AN UNRESTRICTED GLOBAL NOTE OR OF AN UNRESTRICTED DEFINITIVE NOTE.

     (a) [ ] CHECK IF TRANSFER IS PURSUANT TO RULE 144. (i) The Transfer is
being effected pursuant to and in accordance with Rule 144 under the Securities
Act and in compliance with the transfer restrictions contained in the Indenture
and any applicable blue sky securities laws of any state of the United States
and (ii) the restrictions on transfer contained in the Indenture and the Private
Placement Legend are not required in order to maintain compliance with the
Securities Act. Upon consummation of the proposed Transfer in accordance with
the terms of the Indenture, the transferred beneficial interest or Definitive
Note shall no longer be subject to the restrictions on transfer enumerated in
the Private Placement Legend printed on the Restricted Global Notes, on
Restricted Definitive Notes and in the Indenture.

     (b) [ ] CHECK IF TRANSFER IS PURSUANT TO REGULATION S. (i) The Transfer is
being effected pursuant to and in accordance with Rule 903 or Rule 904 under the
Securities Act and in compliance with the transfer restrictions contained in the
Indenture and any applicable blue sky securities laws of any state of the United
States and (ii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with
the Securities Act.


                                      B-2

<PAGE>

Upon consummation of the proposed Transfer in accordance with the terms of the
Indenture, the transferred beneficial interest or Definitive Note shall no
longer be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the Restricted Global Notes, on Restricted
Definitive Notes and in the Indenture.

     (c) [ ] CHECK IF TRANSFER IS PURSUANT TO OTHER EXEMPTION. (i) The Transfer
is being effected pursuant to and in compliance with an exemption from the
registration requirements of the Securities Act other than Rule 144, Rule 903 or
Rule 904 and in compliance with the transfer restrictions contained in the
Indenture and any applicable blue sky securities laws of any State of the United
States and (ii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with
the Securities Act. Upon consummation of the proposed Transfer in accordance
with the terms of the Indenture, the transferred beneficial interest or
Definitive Note shall not be subject to the restrictions on transfer enumerated
in the Private Placement Legend printed on the Restricted Global Notes or
Restricted Definitive Notes and in the Indenture.

     This certificate and the statements contained herein are made for your
benefit and the benefit of the Issuer.


                                        ----------------------------------------
                                        [Insert Name of Transferor]


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

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


                                      B-3

<PAGE>

                       ANNEX A TO CERTIFICATE OF TRANSFER

1.   The Transferor owns and proposes to transfer the following:

                            [CHECK ONE OF (a) OR (b)]

     (a)  [ ] a beneficial interest in the:

          (i)  [ ] 144A Global Note (CUSIP _________), or

          (ii) [ ] Regulation S Global Note (CUSIP _________), or

     (b)  [ ] a Restricted Definitive Note.

2.   After the Transfer the Transferee shall hold:

                                   [CHECK ONE]

     (a)  [ ] a beneficial interest in the:

          (i)  [ ] 144A Global Note (CUSIP _________), or

          (ii) [ ] Regulation S Global Note (CUSIP _________), or

          (iii) [ ] Unrestricted Global Note (CUSIP _________); or

     (b)  [ ] a Restricted Definitive Note; or

     (c)  [ ] an Unrestricted Definitive Note,

in accordance with the terms of the Indenture.

<PAGE>

                                                                       EXHIBIT C

                         FORM OF CERTIFICATE OF EXCHANGE

Select Medical Holdings Corporation
4716 Old Gettysburg Road
P.O. Box 2034
Mechanicsburg, Pennsylvania 17055

U.S. Bank Trust National Association
Corporate Trust Services
100 Wall Street - Suite 1600
New York, New York 10005

     Re: Senior Floating Rate Notes due 2015

                              (CUSIP ____________)

     Reference is hereby made to the Indenture, dated as of September 29, 2005
(the "Indenture"), between Select Medical Holdings Corporation, a Delaware
corporation (the "Issuer"), and U.S. Bank Trust National Association as trustee.
Capitalized terms used but not defined herein shall have the meanings given to
them in the Indenture.

     Capitalized terms used but not defined herein shall have the meanings given
to them in the Indenture.

     __________________________ (the "Owner") owns and proposes to exchange the
Note[s] or interest in such Note[s] specified herein, in the principal amount of
$____________ in such Note[s] or interests (the "Exchange"). In connection with
the Exchange, the Owner hereby certifies that:

     1. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A
RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS
IN AN UNRESTRICTED GLOBAL NOTE

     (a) [ ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED
GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection
with the Exchange of the Owner's beneficial interest in a Restricted Global Note
for a beneficial interest in an Unrestricted Global Note in an equal principal
amount, the Owner hereby certifies (i) the beneficial interest is being acquired
for the Owner's own account without transfer, (ii) such Exchange has been
effected in compliance with the transfer restrictions applicable to the Global
Notes and pursuant to and in accordance with the Securities Act of 1933, as
amended (the "Securities Act"), (iii) the restrictions on transfer contained in
the Indenture and the Private Placement Legend are not required in order to
maintain compliance with the Securities Act and (iv) the beneficial interest in
an Unrestricted Global Note is being acquired in compliance with any applicable
blue sky securities laws of any state of the United States.

     (b) [ ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED
GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of
the Owner's beneficial interest in a Restricted Global Note for an Unrestricted
Definitive Note, the Owner


                                       C-1

<PAGE>

hereby certifies (i) the Definitive Note is being acquired for the Owner's own
account without transfer, (ii) such Exchange has been effected in compliance
with the transfer restrictions applicable to the Restricted Global Notes and
pursuant to and in accordance with the Securities Act, (iii) the restrictions on
transfer contained in the Indenture and the Private Placement Legend are not
required in order to maintain compliance with the Securities Act and (iv) the
Definitive Note is being acquired in compliance with any applicable blue sky
securities laws of any state of the United States.

     (c) [ ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO BENEFICIAL
INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Owner's Exchange
of a Restricted Definitive Note for a beneficial interest in an Unrestricted
Global Note, the Owner hereby certifies (i) the beneficial interest is being
acquired for the Owner's own account without transfer, (ii) such Exchange has
been effected in compliance with the transfer restrictions applicable to
Restricted Definitive Notes and pursuant to and in accordance with the
Securities Act, (iii) the restrictions on transfer contained in the Indenture
and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act and (iv) the beneficial interest is being
acquired in compliance with any applicable blue sky securities laws of any state
of the United States.

     (d) [ ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO
UNRESTRICTED DEFINITIVE NOTE. In connection with the Owner's Exchange of a
Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby
certifies (i) the Unrestricted Definitive Note is being acquired for the Owner's
own account without transfer, (ii) such Exchange has been effected in compliance
with the transfer restrictions applicable to Restricted Definitive Notes and
pursuant to and in accordance with the Securities Act, (iii) the restrictions on
transfer contained in the Indenture and the Private Placement Legend are not
required in order to maintain compliance with the Securities Act and (iv) the
Unrestricted Definitive Note is being acquired in compliance with any applicable
blue sky securities laws of any state of the United States.

     2. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN
RESTRICTED GLOBAL NOTES FOR RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS
IN RESTRICTED GLOBAL NOTES

     (a) [ ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED
GLOBAL NOTE TO RESTRICTED DEFINITIVE NOTE. In connection with the Exchange of
the Owner's beneficial interest in a Restricted Global Note for a Restricted
Definitive Note with an equal principal amount, the Owner hereby certifies that
the Restricted Definitive Note is being acquired for the Owner's own account
without transfer. Upon consummation of the proposed Exchange in accordance with
the terms of the Indenture, the Restricted Definitive Note issued shall continue
to be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the Restricted Definitive Note and in the Indenture
and the Securities Act.

     (b) [ ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO BENEFICIAL
INTEREST IN A RESTRICTED GLOBAL NOTE. In connection with the Exchange of the
Owner's Restricted Definitive Note for a beneficial interest in the [CHECK ONE]
"144A Global Note," Regulation S Global Note with an equal principal amount, the
Owner hereby certifies (i) the beneficial interest is being acquired for the
Owner's own account without transfer and (ii) such Exchange has been effected in
compliance with the transfer restrictions applicable to the Restricted Global
Notes and pursuant to and in accordance with the Securities Act, and in
compliance with any applicable blue sky securities laws of any state of the
United States. Upon consummation of the proposed Exchange in accordance with the
terms of the Indenture, the beneficial interest issued shall be subject to the
restrictions on transfer


                                       C-2

<PAGE>

enumerated in the Private Placement Legend printed on the relevant Restricted
Global Note and in the Indenture and the Securities Act.

     This certificate and the statements contained herein are made for your
benefit and the benefit of the Issuer.


                                        ----------------------------------------
                                        [Insert Name of Transferor]


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

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


                                       C-3

<PAGE>

                                                                       EXHIBIT D

                         [FORM OF NOTATION OF GUARANTEE]

     For value received, each Guarantor has, jointly and severally,
unconditionally guaranteed, to the extent set forth in, and subject to the
provisions contained in, the Indenture dated as of September 29, 2005 (the
"Indenture") between Select Medical Holdings Corporation, a Delaware corporation
(the "Issuer") and U.S. Bank Trust National Association (the "Trustee"), the due
and punctual payment of the principal of, premium and Additional Interest, if
any, and interest on, the Notes, whether at maturity, by acceleration,
redemption or otherwise, the due and punctual payment of interest on overdue
principal of and interest on the Notes, if any, if lawful, and the due and
punctual performance of all other Obligations of the Issuer to the Holders or
the Trustee all in accordance with the terms of the Indenture and in case of any
extension of time of payment or renewal of any Notes or any of such other
Obligations, that the same shall be promptly paid in full when due or performed
in accordance with the terms of the extension or renewal, whether at stated
maturity, by acceleration or otherwise. The obligations of the Guarantors to the
Holders and to the Trustee pursuant to the Guarantee and the Indenture are
expressly set forth in Article 11 of the Indenture and reference is hereby made
to the Indenture for the precise terms of the Guarantee. Each Holder of a Note,
by accepting the same, agrees to and shall be bound by such provisions,
authorizes and directs the Trustee, on behalf of such Holder, to take such
action as may be necessary or appropriate to effectuate the subordination as
provided in the Indenture and appoints the Trustee attorney-in-fact of such
Holder for such purpose.

     Capitalized terms used but not defined herein have the meanings given to
them in the Indenture.

                                        [NAME OF GUARANTOR(S)]


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


                                       D-1

<PAGE>

                                                                       EXHIBIT E

                         FORM OF SUPPLEMENTAL INDENTURE
                    TO BE DELIVERED BY SUBSEQUENT GUARANTORS

     SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of
________________, 200__, among __________________ (the "Guaranteeing
Subsidiary"), a subsidiary of Select Medical Holdings Corporation (the "Issuer")
and U.S. Bank Trust National Association, as trustee under the Indenture
referred to below (the "Trustee").

                                   WITNESSETH

     WHEREAS, the Issuer has heretofore executed and delivered to the Trustee an
indenture (the "Indenture"), dated as of September 29, 2005, providing for the
issuance of Senior Floating Rate Notes due 2015 (the "Notes");

     WHEREAS, the Indenture provides that under certain circumstances the
Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental
indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally
guarantee all of the Issuer's Obligations under the Notes and the Indenture on
the terms and conditions set forth herein (the "Guarantee"); and

     WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is
authorized to execute and deliver this Supplemental Indenture.

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

     1. CAPITALIZED TERMS. Capitalized terms used herein without definition
shall have the meanings assigned to them in the Indenture.

     2. AGREEMENT TO GUARANTEE. The Guaranteeing Subsidiary hereby agrees to
provide an unconditional Guarantee on the terms and subject to the conditions
set forth in the Indenture including but not limited to Article 11 thereof.

     3. NO RECOURSE AGAINST OTHERS. No past, present or future director,
officer, employee, incorporator, stockholder or agent of the Guaranteeing
Subsidiary, as such, shall have any liability for any obligations of the Issuer
or any Guaranteeing Subsidiary under the Notes, any Guarantees, the Indenture or
this Supplemental Indenture or for any claim based on, in respect of, or by
reason of, such obligations or their creation. Each Holder of the Notes by
accepting a Note waives and releases all such liability. The waiver and release
are part of the consideration for issuance of the Notes. Such waiver may not be
effective to waive liabilities under the federal securities laws and it is the
view of the SEC that such a waiver is against public policy.

     4. NEW YORK LAW TO GOVERN. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


                                       E-1

<PAGE>

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

     6. EFFECT OF HEADINGS. The Section headings herein are for convenience only
and shall not affect the construction hereof.

     7. THE TRUSTEE. The Trustee shall not be responsible in any manner
whatsoever for or in respect of the validity or sufficiency of this Supplemental
Indenture or for or in respect of the recitals contained herein, all of which
recitals are made solely by the Guaranteeing Subsidiary and the Issuer.


                                       E-2

<PAGE>

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

Dated: _______________, 20___

                                        [GUARANTEEING SUBSIDIARY]


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


                                        SELECT MEDICAL HOLDINGS CORPORATION


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


                                        U.S. BANK TRUST NATIONAL ASSOCIATION, as
                                        Trustee


                                        By:
                                            ------------------------------------
                                            Authorized Signature


                                       E-3