<PAGE>   1
                                                                     EXHIBIT 4.1

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


                            BEVERLY ENTERPRISES, INC.


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


                                  $200,000,000


                          9 5/8% SENIOR NOTES DUE 2009


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


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


                                    INDENTURE


                           DATED AS OF APRIL 25, 2001


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


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


                              THE BANK OF NEW YORK


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


                                   AS TRUSTEE


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<PAGE>   2


                            TABLE OF CONTENTS

<TABLE>
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<S>               <C>                                                      <C>
                                    ARTICLE 1

                   DEFINITIONS AND INCORPORATION BY REFERENCE

 SECTION 1.1.     Definitions.................................................1
 SECTION 1.2.     Other Definitions..........................................16
 SECTION 1.3.     Incorporation By Reference of TIA..........................17
 SECTION 1.4.     Rules of Construction......................................17

                                    ARTICLE 2

                  THE SECURITIES; OFFER TO PURCHASE PROCEDURES

 SECTION 2.1.     Form and Dating............................................18
 SECTION 2.2.     Execution and Authentication...............................18
 SECTION 2.3.     Registrar and Paying Agent.................................19
 SECTION 2.4.     Paying Agent to Hold Money in Trust........................20
 SECTION 2.5.     Holder Lists...............................................20
 SECTION 2.6.     Transfer and Exchange......................................20
 SECTION 2.7.     Replacement Securities.....................................34
 SECTION 2.8.     Outstanding Securities.....................................35
 SECTION 2.9.     Treasury Securities........................................35
 SECTION 2.10.    Temporary Securities.......................................35
 SECTION 2.11.    Cancellation...............................................36
 SECTION 2.12.    Defaulted Interest.........................................36
 SECTION 2.13.    Record Date................................................36
 SECTION 2.14.    CUSIP Number...............................................36
 SECTION 2.15.    Offer to Purchase by Application of Excess Proceeds........36

                                    ARTICLE 3

                                   REDEMPTION

 SECTION 3.1.     Right of Redemption........................................39
 SECTION 3.2.     Notices to Trustee.........................................39
 SECTION 3.3.     Selection of Securities to be Redeemed.....................39
 SECTION 3.4.     Notice of Redemption.......................................40
 SECTION 3.5.     Effect of Notice of Redemption.............................41
 SECTION 3.6.     Deposit of Redemption Price................................41
</TABLE>


                                      -i-
<PAGE>   3

<TABLE>
<CAPTION>
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<S>               <C>                                                      <C>
 SECTION 3.7.     Securities Redeemed in Part................................41

                                    ARTICLE 4

                                    COVENANTS

 SECTION 4.1.     Payment of Securities......................................42
 SECTION 4.2.     Maintenance of Office or Agency............................42
 SECTION 4.3.     Reports....................................................43
 SECTION 4.4.     Compliance Certificate; Notice of Default..................43
 SECTION 4.5.     Taxes......................................................44
 SECTION 4.6.     Stay, Extension and Usury Laws.............................44
 SECTION 4.7.     Limitations on Restricted Payments.........................45
 SECTION 4.8.     Limitations on Dividend and Other Payment Restrictions
                     Affecting Subsidiaries..................................46
 SECTION 4.9.     Limitations on Incurrence of Indebtedness and Issuance of
                     Preferred Stock.........................................47
 SECTION 4.10.    Asset Sales................................................49
 SECTION 4.11.    Limitations on Transactions With Affiliates................50
 SECTION 4.12.    Limitations on Liens.......................................51
 SECTION 4.13.    Change of Control..........................................51
 SECTION 4.14.    Corporate Existence........................................53
 SECTION 4.15.    Line of Business...........................................53

                                    ARTICLE 5

                                   SUCCESSORS

 SECTION 5.1.     Limitations on Mergers, Consolidations or Sales
                     of Assets...............................................53
 SECTION 5.2.     Successor Corporation or Person Substituted................54

                                    ARTICLE 6

                              DEFAULTS AND REMEDIES

 SECTION 6.1.     Events of Default..........................................54
 SECTION 6.2.     Acceleration...............................................56
 SECTION 6.3.     Other Remedies.............................................56
 SECTION 6.4.     Waiver of Past Defaults....................................57
 SECTION 6.5.     Control by Majority........................................57
 SECTION 6.6.     Limitation on Suits........................................57
 SECTION 6.7.     Rights of Holders to Receive Payment.......................58
 SECTION 6.8.     Collection Suit by Trustee.................................58
</TABLE>


                                      -ii-
<PAGE>   4

<TABLE>
<CAPTION>
                                                                           Page
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<S>               <C>                                                      <C>
 SECTION 6.9.     Trustee May File Proofs of Claim...........................58
 SECTION 6.10.    Priorities.................................................58
 SECTION 6.11.    Undertaking for Costs......................................59

                                    ARTICLE 7

                                     TRUSTEE

 SECTION 7.1.     Duties of Trustee..........................................59
 SECTION 7.2.     Rights of Trustee..........................................60
 SECTION 7.3.     Individual Rights of Trustee...............................62
 SECTION 7.4.     Trustee's Disclaimer.......................................62
 SECTION 7.5.     Notice of Defaults.........................................62
 SECTION 7.6.     Reports by Trustee to Holders..............................62
 SECTION 7.7.     Compensation and Indemnity.................................63
 SECTION 7.8.     Replacement of Trustee.....................................63
 SECTION 7.9.     Successor Trustee or Agent by Merger, Etc..................64
 SECTION 7.10.    Eligibility; Disqualification..............................65
 SECTION 7.11.    Preferential Collection of Claims Against Company..........65

                                    ARTICLE 8

                             DISCHARGE OF INDENTURE

 SECTION 8.1.     Defeasance and Discharge of This Indenture and the
                     Securities..............................................65
 SECTION 8.2.     Legal Defeasance and Discharge.............................65
 SECTION 8.3.     Covenant Defeasance........................................66
 SECTION 8.4.     Conditions to Legal or Covenant Defeasance.................66
 SECTION 8.5.     Deposited Cash and U.S. Government Obligations to be Held
                     in Trust; Other Miscellaneous Provisions................68
 SECTION 8.6.     Repayment to Company.......................................69
 SECTION 8.7.     Reinstatement..............................................69

                                    ARTICLE 9

                        AMENDMENT, SUPPLEMENT AND WAIVER

 SECTION 9.1.     Without Consent of Holders.................................69
 SECTION 9.2.     With Consent of Holders....................................70
 SECTION 9.3.     Compliance with TIA........................................72
 SECTION 9.4.     Revocation and Effect of Consents..........................72
 SECTION 9.5.     Notation on or Exchange of Securities......................72
 SECTION 9.6.     Trustee to Sign Amendments, Etc............................72
</TABLE>


                                      -iii-
<PAGE>   5

<TABLE>
<CAPTION>
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<S>               <C>                                                      <C>
                                   ARTICLE 10

                                    GUARANTEE

 SECTION 10.1.    Guarantee..................................................73
 SECTION 10.2.    Execution and Delivery of Guarantee........................75
 SECTION 10.3.    Future Subsidiary Guarantors...............................75
 SECTION 10.4.    Guarantor May Consolidate, Etc. on Certain Terms...........76
 SECTION 10.5.    Release of Guarantors......................................76
 SECTION 10.6.    Certain Bankruptcy Events..................................77

                                   ARTICLE 11

                                  MISCELLANEOUS

 SECTION 11.1.    TIA Controls...............................................77
 SECTION 11.2.    Notices....................................................78
 SECTION 11.3.    Communication by Holders With Other Holders................79
 SECTION 11.4.    Certificate and Opinion as to Conditions Precedent.........79
 SECTION 11.5.    Statements Required in Certificate or Opinion..............79
 SECTION 11.6.    Rules by Trustee and Agents................................80
 SECTION 11.7.    Legal Holidays.............................................80
 SECTION 11.8.    No Personal Liability of Directors, Officers,
                       Employees, Incorporator and Stockholders. ............80
 SECTION 11.9.    Duplicate Originals........................................80
 SECTION 11.10.   Governing Law..............................................80
 SECTION 11.11.   No Adverse Interpretation of Other Agreements..............80
 SECTION 11.12.   Successors.................................................80
 SECTION 11.13.   Severability...............................................81
 SECTION 11.14.   Counterpart Originals......................................81
 SECTION 11.15.   Table of Contents, Headings, Etc...........................81

EXHIBIT A          Form of Security.........................................A-1
EXHIBIT B          Form of Certificate of Transfer..........................B-1
EXHIBIT C          Form of Certificate of Exchange..........................C-1
EXHIBIT D          Form of Certificate of Acquiring Institutional
                       Accredited Investor..................................D-1
</TABLE>


                                      -iv-
<PAGE>   6



                             CROSS-REFERENCE TABLE*

<TABLE>
<CAPTION>
TRUST INDENTURE                                                                   INDENTURE
ACT SECTION                                                                       SECTION
---------------                                                                   ---------
<S>    <C>                                                                        <C>
310    (a)(1)...............................................................      7.10
       (a)(2)...............................................................      7.10
       (a)(3)...............................................................      N.A.
       (a)(4)...............................................................      N.A.
       (a)(5)...............................................................      7.10
       (b)..................................................................      7.8; 7.10
       (c)..................................................................      N.A.
311    (a)..................................................................      7.11
       (b)..................................................................      7.11
       (c)..................................................................      N.A.
312    (a)..................................................................      2.5
       (b)..................................................................      11.3
       (c)..................................................................      11.3
313    (a)..................................................................      7.6
       (b)(1)...............................................................      N.A.
       (b)(2)...............................................................      7.6
       (c)..................................................................      7.6; 11.2
       (d)..................................................................      7.6
314    (a)..................................................................      4.3; 11.2
       (b)..................................................................      N.A.
       (c)(1)...............................................................      11.4
       (c)(2)...............................................................      11.4
       (c)(3)...............................................................      N.A.
       (d)..................................................................      N.A.
       (e)..................................................................      11.5
       (f)..................................................................      N.A.
315    (a)..................................................................      7.1(ii)
       (b)..................................................................      7.5; 11.2
       (c)..................................................................      7.1(i)
       (d)..................................................................      7.1(iii)
       (e)..................................................................      6.11
316    (a) (last sentence)..................................................      2.9
       (a)(1)(A)............................................................      6.5
       (a)(1)B).............................................................      6.4
       (a)(2)...............................................................      N.A.
       (b)..................................................................      6.7
       (c)..................................................................      2.13; 9.4
317    (a)(1)...............................................................      6.8
       (a)(2)...............................................................      6.9
       (b)..................................................................      2.4
318    (a)..................................................................      11.1
       (b)..................................................................      N.A.
       (c)..................................................................      11.1
</TABLE>

----------------------------
N.A. means not applicable.
*  THIS CROSS-REFERENCE TABLE IS NOT PART OF THE INDENTURE.



<PAGE>   7

         INDENTURE dated as of April 25, 2001, among Beverly Enterprises, Inc.,
a Delaware corporation (the "Company"), the corporations listed on the signature
page hereto (the "Guarantors") and The Bank of New York, a New York banking
corporation, as trustee (the "Trustee").

         Each party hereto agrees as follows for the benefit of each other party
and for the equal and ratable benefit of the Holders of the 9 5/8% Senior Notes
due 2009 (the "Securities"):


                                    ARTICLE 1

                   DEFINITIONS AND INCORPORATION BY REFERENCE


SECTION 1.1.  Definitions.

     "Acquired Debt" means, with respect to any specified Person, (i)
Indebtedness of any other Person existing at the time such other Person is
merged with or into or became a Subsidiary of such specified Person, including,
without limitation, Indebtedness incurred in connection with, or in
contemplation of, such other Person merging with or into or becoming a
Subsidiary of such specified Person, and (ii) Indebtedness secured by a Lien
encumbering any asset acquired by such specified Person.

     "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"
(including, with correlative meanings, the terms "controlling," "controlled by"
and "under common control with"), as used with respect to any Person, shall mean
the possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of such Person, whether through the
ownership of voting securities, by agreement or otherwise; provided that
beneficial ownership of 10% or more of the voting securities of a Person shall
be deemed to be control.

     "Agent" means any Registrar or Paying Agent.

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

     "Asset Sale" means (i) the sale, lease, conveyance or other disposition of
any assets (including, without limitation, by way of a sale and leaseback or by
merger or consolidation) other than in the ordinary course of business (provided
that the sale, lease, conveyance or other disposition of all or substantially
all of the assets of the Company and its Subsidiaries taken as a whole will be
governed by Section 4.13 and/or Section 5.1 hereof and not by Section 4.10
hereof), and (ii) the issuance or sale by the Company or any of its Subsidiaries
of Equity Interests of any of the Company's Subsidiaries, in the case of either
clause (i) or (ii), whether in a single transaction or a series of related
transactions (a) that have a fair market value in excess of $10 million or (b)
for net proceeds in excess of $10.0 million. Notwithstanding the foregoing: (a)
a transfer of assets by the Company to a Subsidiary or by a Subsidiary to the
Company or to another Subsidiary, (b) an issuance of Equity Interests by a
Subsidiary to the
<PAGE>   8
                                      -2-


Company or to another Subsidiary, (c) a Restricted Payment that is permitted by
Section 4.7 hereof and (d) a Nursing Facility Swap shall not be deemed to be an
Asset Sale.

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

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

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

     "Capital Lease" means, at the time any determination thereof is to be made,
any lease of property, real or personal, in respect of which the present value
of the minimum rental commitment would be capitalized on a balance sheet of the
lessee in accordance with GAAP.

     "Capital Lease Obligation" means, at the time any determination thereof is
to be made, the amount of the liability in respect of a Capital Lease that would
at such time be required to be capitalized on a balance sheet in accordance with
GAAP.

     "Capital Stock" means (i) in the case of a corporation, corporate stock,
(ii) in the case of an association or business entity, any and all shares,
interests, participations, rights or other equivalents (however designated) of
corporate stock, (iii) in the case of a partnership, partnership interests
(whether general or limited) and (iv) 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.

     "cash" means such coin or currency of the United States of America as at
the time of payment shall be legal tender for the payment of public and private
debts.

     "Cash Equivalents" means (i) United States dollars, (ii) securities issued
or directly and fully guaranteed or insured by the United States government or
any agency or instrumentality thereof having maturities of not more than one
year from the date of acquisition, (iii) certificates of deposit with maturities
of one year or less from the date of acquisition, bankers' acceptances (or, with
respect to foreign banks, similar instruments) with maturities not exceeding one
year and overnight bank deposits, in each case with any domestic commercial bank
organized under the laws of the United States of America or any state thereof or
the District of Columbia, or any United States branch of a foreign bank having
at the date of acquisition thereof combined capital and surplus of not less than
$100.0 million, (iv) repurchase obligations with a term of not more than seven
days for underlying securities of the types described in clauses (ii) and (iii)
above entered into with any financial institution meeting the qualifications
specified in clause (iii) above, (v) commercial paper having the highest rating
obtainable from Moody's or S&P and in each case maturing within one year after
the date of acquisition, and (vi) investments in money market funds which invest
substantially all their assets in securities of the types described in the
foregoing clauses (i) through (v).

     "Change of Control" means the occurrence of any of the following: (i) the
sale, lease, transfer, conveyance or other disposition, in one or a series of
related transactions, of all or substantially all of

<PAGE>   9
                                      -3-


the assets of the Company and its Subsidiaries taken as a whole to any Person or
group (as such term is used in Sections 13(d)(3) and 14(d)(2) of the Exchange
Act), other than to a Person or group who, prior to such transaction, held a
majority of the voting power of the voting stock of the Company, (ii) the
acquisition by any Person or group, as defined above, of a direct or indirect
interest in more than 50% of the voting power of the voting stock of the
Company, by way of merger, consolidation or otherwise, or (iii) the first day on
which a majority of the members of the Board of Directors of the Company are not
Continuing Directors.

     "Commission" means the Securities and Exchange Commission.

     "Company" means Beverly Enterprises, Inc., as obligor under the Securities,
unless and until a successor replaces Beverly Enterprises, Inc., in accordance
with Article 5 hereof and thereafter includes such successor.

     "Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term of the Securities to be redeemed that would be utilized, at
the time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the
remaining term of such Securities.

     "Comparable Treasury Price" means, with respect to any Redemption Date, the
average of the bid and asked prices of the Comparable Treasury Issue (expressed
in each case as a percentage of its principal amount) on the third Business Day
preceding such Redemption Date, (i) as set forth in the daily statistical
release (or any successor release) published by the Federal Reserve Bank of New
York or published on the website of the Federal Reserve Bank of New York at
http://www.ny.frb.org and designated "Composite 3:30 p.m. Quotations for the
U.S. Government Securities" or (ii) if such release (or any successor release)
is not published or does not contain such prices on such business day, the
average of the Reference Treasury Dealer Quotations for such Redemption Date.

     "Consolidated Cash Flow" means, with respect to any Person for any period,
the Consolidated Net Income of such Person for such period, plus (i) provision
for taxes based on income or profits of such Person and its Subsidiaries for
such period, to the extent such provision for taxes was included in computing
such Consolidated Net Income, plus (ii) the Fixed Charges of such Person and its
Subsidiaries for such period, to the extent that such Fixed Charges were
deducted in computing such Consolidated Net Income, plus (iii) depreciation and
amortization (including amortization of goodwill and other intangibles) of such
Person and its Subsidiaries for such period to the extent that such depreciation
and amortization were deducted in computing such Consolidated Net Income, plus
(iv) other non-cash items of such Person and its Subsidiaries for such period to
the extent such non-cash items were deducted in computing such Consolidated Net
Income, in each case, on a consolidated basis and determined in accordance with
GAAP. Notwithstanding the foregoing, the provision for taxes on the income or
profits of, the depreciation and amortization of, and the other non-cash items
of, a Subsidiary of the referent Person shall be added to Consolidated Net
Income to compute Consolidated Cash Flow only to the extent (and in the same
proportion) that the Net Income of such Subsidiary was included in calculating
the Consolidated Net Income of such Person and only if a corresponding amount
would be permitted at the

<PAGE>   10
                                      -4-


date of determination to be dividended to the Company by such Subsidiary without
prior approval (that has not been obtained), pursuant to the terms of its
charter and all agreements, instruments, judgments, decrees, orders, statutes,
rules and governmental regulations applicable to that Subsidiary or its
stockholders.

     "Consolidated Net Income" means, with respect to any Person for any period,
the aggregate of the Net Income of such Person and its Subsidiaries for such
period, on a consolidated basis; provided that, (i) the Net Income, if positive,
of any Person that is not a Subsidiary or that is accounted for by the equity
method of accounting shall be included only to the extent of the amount of
dividends or distributions paid in cash to the referent Person or a Subsidiary
thereof, (ii) the Net Income, if positive, of any Subsidiary shall be excluded
to the extent that the declaration or payment of dividends or similar
distributions by that 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 Subsidiary or its stockholders, (iii)
the Net Income of any Person acquired in a pooling of interests transaction for
any period prior to the date of such acquisition shall be excluded and (iv) the
cumulative effect of a change in accounting principles shall be excluded.

     "Consolidated Net Worth" means, with respect to any Person as of any date,
the sum of (i) the consolidated equity of the common stockholders of such Person
and its consolidated Subsidiaries as of such date plus (ii) the respective
amounts reported on such Person's balance sheet as of such date with respect to
any series of preferred stock (other than Redeemable Stock), less all write-ups
(other than write-ups resulting from foreign currency translations and write-ups
of tangible assets of a going concern business made in accordance with GAAP as a
result of the acquisition of such business), subsequent to the Issue Date, in
the book value of any asset owned by such Person or a consolidated Subsidiary of
such Person, and excluding the cumulative effect of a change in accounting
principles, all as determined in accordance with GAAP.

     "Continuing Directors" means, as of any date of determination, any member
of the Board of Directors of the Company who (i) was a member of such Board of
Directors on the Issue Date or (ii) 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 at the time of such nomination or
election.

     "Corporate Trust Office" means the principal office of the Trustee at which
at any time its corporate trust business shall be administered, which office at
the date hereof is located at 101 Barclay Street, Floor 21 West, New York, New
York 10286, Attention: Corporate Trust Trustee Administration, or such other
address as the Trustee may designate from time to time by notice to the Holders
and the Company, or the principal corporate trust office of any successor
Trustee (or such other address as a successor Trustee may designate from time to
time by notice to the Holders and the Company).

     "Credit Agreement" means a credit agreement providing for revolving or term
loans and other extensions of credit to the Company and its Subsidiaries.

<PAGE>   11
                                      -5-


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

     "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 Security" means a certificated Security registered in the name
of the Holder thereof and issued in accordance with Section 2.6, in the form of
Exhibit A except that such Security shall not bear the Global Security Legend
and shall not have a schedule of exchanges of interests applicable to a Global
Security attached thereto.

     "Depositary" means, with respect to the Securities issuable or issued in
whole or in part in global form, the Person specified in Section 2.3 as the
Depositary with respect to the Securities, and any and all successors thereto
appointed as depositary hereunder and having become such pursuant to the
applicable provision of this Indenture.

     "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).

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

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

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

     "Exchange Securities" means the 9 5/8% Senior Notes due 2009 to be issued
in exchange for the Securities pursuant to the Registration Rights Agreement.

     "Excluded Guarantee Subsidiary" shall have the meaning specified in Section
10.3.

     "Existing Collateral" means property or assets of the Company or its
Subsidiaries (other than any Receivables Subsidiary) that are, or since the date
of the original issuance of the 9% Senior Notes of the Company due 2006 have
been, subject to one or more Permitted Liens.

     "Existing Indebtedness" means Indebtedness of the Company and its
Subsidiaries in existence on the Issue Date, until such amounts are repaid.

     "Fixed Charge Coverage Ratio" means with respect to any Person for any
period, the ratio of the Consolidated Cash Flow of such Person for such period
to the Fixed Charges of such Person for such period. In the event that such
Person or any of its Subsidiaries incurs, assumes, guarantees, redeems or repays
any Indebtedness (other than revolving credit borrowings) or issues or redeems
preferred stock subsequent to the commencement of the period for which the Fixed
Charge Coverage Ratio is being calculated but prior to the date on which the
event for which the calculation of the Fixed Charge

<PAGE>   12
                                      -6-


Coverage Ratio is made (the "Calculation Date"), then the Fixed Charge Coverage
Ratio shall be calculated giving pro forma effect to such incurrence,
assumption, guarantee, redemption or repayment of Indebtedness, or such issuance
or redemption of preferred stock, as if the same had occurred at the beginning
of the applicable Reference Period. In addition, for purposes of making the
computation referred to above, (i) acquisitions that have been made by the
Company or any of its Subsidiaries, including through mergers or consolidations
and including any related financing transactions, during the Reference Period or
subsequent to such Reference Period and on or prior to the Calculation Date
shall be deemed to have occurred on the first day of the Reference Period, and
(ii) the Consolidated Cash Flow and Fixed Charges attributable to operations or
businesses disposed of prior to the Calculation Date shall be excluded.

     "Fixed Charges" means, with respect to any Person for any period, the sum
of (i) the consolidated interest expense of such Person and its Subsidiaries for
such period, whether paid or accrued (including, without limitation,
amortization of 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 letters of credit or
bankers' acceptance financings, and net payments (if any) pursuant to Hedging
Obligations) and (ii) the consolidated interest expense of such Person and its
Subsidiaries that was capitalized during such period, and (iii) interest
actually paid by such Person or any of its Subsidiaries under any guarantee of
Indebtedness or other obligation of any other Person and (iv) the product of (a)
all cash dividend payments (and non-cash dividend payments in the case of a
Person that is a Subsidiary) on any series of preferred stock of such Person,
times (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 such Person, expressed as a decimal, in each case, on a consolidated
basis and in accordance with GAAP; provided, however, in the event that any cash
dividend payment is deductible for federal, state and/or local tax purposes, the
amount of the tax deduction relating to such cash dividend payment for such
period shall be subtracted from the Fixed Charges for such Person for such
period.

     "Future Subsidiary Guarantor" shall have the meaning specified in Section
10.3.

     "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, as in effect from time to time.

     "Global Securities" means, individually and collectively, each of the
Restricted Global Securities and the Unrestricted Global Securities, in the form
of Exhibit A, issued in accordance with Section 2.1, 2.6(b)(iv), 2.6(d)(ii) or
2.6(f).

     "Global Security Legend" means the legend set forth in Section 2.6(g)(ii)
which is required to be placed on all Global Securities issued under this
Indenture.

<PAGE>   13
                                      -7-


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

     "Guarantors" means (i) the Subsidiaries designated as such on the signature
pages hereof, and their successors and assigns and (ii) Future Subsidiary
Guarantors that became Guarantors pursuant to the terms of this Indenture, but
excluding any Receivables Subsidiary or their successors, any Persons whose
guarantees have been released pursuant to the terms of this Indenture, and any
Excluded Guarantee Subsidiary.

     "Hedging Obligations" means, with respect to any Person, the obligations of
such Person under (i) interest rate swap agreements, interest rate cap
agreements and interest rate collar agreements, (ii) foreign exchange contracts
or currency swap agreements and (iii) other agreements or arrangements designed
to protect such Person against fluctuations in interest rates or currency
values.

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

     "Indebtedness" means, with respect to any Person, (i) any Redeemable Stock
of such Person, (ii) any indebtedness of such Person, whether or not contingent,
in respect of borrowed money or evidenced by bonds, notes, debentures or similar
instruments or letters of credit (or reimbursement agreements in respect
thereof) or banker's acceptances or representing Capital Lease Obligations or
the balance deferred and unpaid of the purchase price of any property or
representing any Hedging Obligations, except any such balance that constitutes
an accrued expense or trade payable, if and to the extent any of the foregoing
indebtedness (other than letters of credit and Hedging Obligations) would appear
as a liability upon a balance sheet of such Person prepared in accordance with
GAAP, (iii) all indebtedness of any other Person secured by a Lien on any asset
of such Person (whether or not such indebtedness is assumed by such Person), and
(iv) to the extent not otherwise included, the guarantee by such Person of any
indebtedness of any other Person.

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

     "Independent Investment Banker" means the Reference Treasury Dealer
appointed by the Trustee after consultation with the Company.

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

     "Initial Securities" means the $200.0 million in aggregate principal amount
of 9 5/8% Senior Notes due 2009 of the Company issued on the Issue Date.

     "Institutional Accredited Investor" means an institution that is an
"accredited investor" as defined in Rule 501(a)(1), (2), (3) or (7) under the
Securities Act that is not also a QIB.

<PAGE>   14
                                      -8-


     "Interest Payment Date" means the stated due date of an installment of
interest on the Securities.

     "Investment" by any Person in any other Person means (without duplication)
(a) the acquisition (whether by purchase, merger, consolidation or otherwise) by
such Person (whether for cash, property, services, securities or otherwise) of
capital stock, bonds, notes, debentures, partnership or other ownership
interests or other securities, including any options or warrants, of such other
Person or any agreement to make any such acquisition; (b) the making by such
Person of any deposit with, or advance, loan or other extension of credit to,
such other Person (including the purchase of property from another Person
subject to an understanding or agreement, contingent or otherwise, to resell
such property to such other Person) or any commitment to make any such advance,
loan or extension (but excluding accounts receivable or deposits arising in the
ordinary course of business); (c) other than guarantees of Indebtedness of the
Company or any Subsidiary to the extent permitted by Section 4.9 hereof, the
entering into by such Person of any guarantee of, or other credit support or
contingent obligation with respect to, Indebtedness or other liability of such
other Person; provided, however, Investments shall not be deemed to include
extensions of trade credit by such Person or any of its Subsidiaries on
commercially reasonable terms in accordance with normal trade practices of such
Person or such Subsidiary, as the case may be.

     "Issue Date" means April 25, 2001, the date on which the Securities are to
be originally issued hereunder.

     "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 or
obligated by law, regulation or executive order to remain closed.

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

     "Lien" means, with respect to any asset, any mortgage, lien, pledge,
charge, security interest or encumbrance of any kind in respect of such asset
given to secure Indebtedness, 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 with respect to any such lien, pledge, charge or
security interest).

     "Maturity Date" means, when used with respect to any Security, the date
specified on such Security as the fixed date on which the final installment of
principal of such Security is due and payable (in the absence of any
acceleration thereof pursuant to the provisions of the Indenture regarding
acceleration of Indebtedness or any Change of Control Offer or Senior Asset Sale
Offer).

     "Moody's" means Moody's Investors Services, Inc. and its successors.

<PAGE>   15
                                      -9-


     "Net Income" means, with respect to any Person, the net income (loss) of
such Person, determined in accordance with GAAP, and before any reduction in
respect of preferred stock dividends, excluding, however, the effect of any
extraordinary or other material non-recurring gain or loss outside the ordinary
course of business, together with any related provision for taxes on such
extraordinary or other material non-recurring gain or loss.

     "Net Proceeds" means the aggregate cash or Cash Equivalent proceeds
received by the Company or any of its Subsidiaries in respect of any Asset Sale,
net of the direct costs relating to such Asset Sale (including, without
limitation, legal, accounting and investment banking fees and sales commissions)
and any other expenses incurred or to be incurred by the Company or a Subsidiary
as a direct result of the sale of such assets (including, without limitation,
severance, relocation, lease termination and other similar expenses), taxes
actually paid or payable as a result thereof, amounts required to be applied to
the repayment of Indebtedness (other than Subordinated Indebtedness) secured by
a Lien on the asset or assets that were the subject of such Asset Sale and any
reserve for adjustment in respect of the sale price of such asset or assets
established in accordance with GAAP.

     "Non-Cash Consideration" means any non-cash or non-Cash Equivalent
consideration received by the Company or a Subsidiary of the Company in
connection with an Asset Sale and any non-cash or non-Cash Equivalent
consideration received by the Company or any of its Subsidiaries upon
disposition thereof.

     "Non-Qualified Asset Sale" means an Asset Sale in which the Non-Cash
Consideration received by the Company or its Subsidiaries exceeds 25% of the
total consideration received in connection with such Asset Sale calculated in
accordance with clause (x), but not clause (y), of the proviso to the first
sentence in Section 4.10 hereof.

     "Nursing Facility" means a nursing facility, hospital, outpatient clinic,
assisted living center, hospice, long-term care facility or other facility that
is used or useful in the provision of healthcare services.

     "Nursing Facility Swap" means an exchange of assets by the Company or one
or more Subsidiaries of the Company for one or more Nursing Facilities and/or
one or more Related Businesses or for the Capital Stock of any Person owning one
or more Nursing Facilities and/or one or more Related Businesses.

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

     "Officers" means 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 and any Vice
President of the Company or any Subsidiary, as the case may be.

     "Officers' Certificate" means a certificate signed by two Officers, one of
whom must be the principal executive officer, principal financial officer or
principal accounting officer of the Company or any Subsidiary, as the case may
be.

<PAGE>   16
                                      -10-


     "Opinion of Counsel" means an opinion from legal counsel who is reasonably
acceptable to the Trustee. The counsel may be an employee of or counsel to the
Company, any Subsidiary or the Trustee.

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

     "Participating Broker-Dealer" has the meaning set forth in the Registration
Rights Agreement.

     "Payment Default" means any failure to pay any scheduled installment of
principal on any Indebtedness within the grace period provided for such payment
in the documentation governing such Indebtedness.

     "Permitted Liens" means (i) Liens in favor of the Company; (ii) Liens on
property of a Person existing at the time such Person is merged into or
consolidated with the Company or any Subsidiary of the Company or becomes a
Subsidiary of the Company; 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 or consolidated with
the Company or that becomes a Subsidiary of the Company; (iii) Liens on property
existing at the time of acquisition thereof by the Company or any Subsidiary of
the Company, provided that such Liens were in existence prior to the
contemplation of such acquisition; (iv) Liens to secure the performance of
statutory obligations, surety or appeal bonds, performance bonds or other
obligations of a like nature incurred in the ordinary course of business; (v)
Liens (I) existing on the Issue Date to the extent that such Liens secure
Indebtedness outstanding on the Issue Date, (II) securing Indebtedness under
clause (a) of the second paragraph of Section 4.9 or (III) on property or assets
that were subject to a Lien on the Issue Date that secure indebtedness permitted
hereunder; (vi) 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 shall be required in
conformity with GAAP shall have been made therefor; (vii) Liens to secure
Permitted Refinancing Indebtedness incurred to refinance Indebtedness that was
secured by a Lien permitted hereunder and that was incurred in accordance with
the provisions hereof; provided that such Liens do not extend to or cover any
property or assets of the Company or any of its Subsidiaries other than assets
or property securing the Indebtedness so refinanced or Substitute Mortgage
Collateral therefor; (viii) Liens on Substitute Mortgage Collateral; (ix)
Purchase Money Liens; (x) Liens on Medicare, Medicaid or other patient accounts
receivable of the Company or its Subsidiaries and any other Liens granted by a
Receivables Subsidiary, in each case in connection with a Receivables Financing;
provided that the aggregate principal or redemption amount of Receivables
Financing outstanding shall not exceed 50% of the net amount of the uncollected
Medicare, Medicaid or other patient accounts receivable then owing to the
Company or its Subsidiaries; (xi) Liens on real estate and related personal
property with a fair market value not in excess of 50% of the fair market value
of any Existing Collateral which has become free and clear of all Liens securing
Indebtedness since the date of original issuance of the 9% Senior Notes of the
Company due 2006; (xii) Liens of carriers, warehousemen, mechanics, suppliers,
materialmen, repairmen and other Liens imposed by law incurred in the ordinary
course of business; (xiii) easements, rights-of-way, zoning restrictions,
reservations, encroachments and other similar encumbrances in

<PAGE>   17
                                      -11-


respect of real property; (xiv) any interest or title of a lessor under any
Capital Lease Obligation; (xv) Liens upon specific items of inventory or
equipment and proceeds of the Company or any Subsidiary securing its obligations
in respect of bankers' acceptances issued or created for its account (whether or
not under the Credit Agreement) to facilitate the purchase, shipment, or storage
of such inventory and equipment; (xvi) Liens securing reimbursement obligations
with respect to letters of credit (whether or not issued under the Credit
Agreement) otherwise permitted hereunder and issued in connection with the
purchase of inventory or equipment by the Company or any Subsidiary in the
ordinary course of business; (xvii) Liens to secure (or encumbering deposits
securing) obligations arising from warranty or contractual service obligations
of the Company or any Subsidiary, including rights of offset and setoff; (xviii)
Liens securing Acquired Debt or acquisition Indebtedness otherwise permitted
hereunder; provided that (A) the Indebtedness secured shall not exceed the fair
market value of the assets so acquired (such fair market value to be determined
in good faith by the Board of Directors of the Company at the time of such
acquisition) and (B) such Indebtedness shall be incurred, and the Lien securing
such Indebtedness shall be created, within 12 months after such acquisition;
(xix) Liens securing Hedging Obligations agreements relating to Indebtedness
otherwise permitted under this Indenture; (xx) Liens securing stay and appeal
bonds or judgment Liens in connection with any judgment not giving rise to a
Default hereunder; and (xxi) other Liens on assets of the Company or any of its
Subsidiaries securing Indebtedness that is permitted hereunder to be outstanding
having an aggregate principal amount at any one time outstanding not to exceed
$5.0 million.

     "Permitted Refinancing Indebtedness" means any Indebtedness of the Company
or any of its Subsidiaries issued in exchange for, or the net proceeds of which
are used solely to extend, refinance, renew, replace, defease or refund, other
Indebtedness of the Company or any of its Subsidiaries; provided that: (i) the
principal amount of such Permitted Refinancing Indebtedness does not exceed the
principal amount of the Indebtedness so extended, refinanced, renewed, replaced,
defeased or refunded (plus the amount of any premiums paid and reasonable
expenses incurred in connection therewith); (ii) 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,
refinanced, renewed, replaced, defeased or refunded; (iii) if the Indebtedness
being extended, refinanced, renewed, replaced, defeased or refunded is
Subordinated Indebtedness, such Permitted Refinancing Indebtedness has a final
maturity date of, and is subordinated in right of payment to, the Securities on
terms at least as favorable to the Holders of Securities as those contained in
the documentation governing the Indebtedness being extended, refinanced,
renewed, replaced, defeased or refunded; and (iv) if the obligor on the
Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded
is a Subsidiary that is not a Guarantor, such Permitted Refinancing Indebtedness
shall only be incurred by such Subsidiary.

     "Person" means an individual, corporation, partnership, limited liability
company, joint venture, association, joint-stock company, trust or
unincorporated organization (including any subdivision or ongoing business of
any such entity or substantially all of the assets of any such entity,
subdivision or business).

<PAGE>   18
                                      -12-


     "Private Placement Legend" means the legend set forth in Section 2.6(g)(i)
to be placed on all Securities issued under this Indenture except where
otherwise permitted by the provisions of this Indenture.

     "Purchase Money Indebtedness" means any Indebtedness of a Person to any
seller or other Person incurred to finance the acquisition or construction
(including in the case of a Capital Lease Obligation, the lease) of any asset or
property which is incurred within 180 days of such acquisition or completion of
construction (or if later, commencement of current operations) and is secured
only by the assets so financed.

     "Purchase Money Lien" means a Lien granted on an asset or property to
secure Purchase Money Indebtedness permitted to be incurred under the Indenture
and incurred solely to finance the acquisition or construction of such asset or
property; provided, however, that such Lien encumbers only such asset or
property and is granted within 180 days of such acquisition or completion of
construction (or if later, commencement of current operations).

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

     "Qualified Equity Interests" shall mean all Equity Interests of the Company
other than Redeemable Stock of the Company.

     "Receivables Financing" means the sale or other disposition of Medicare,
Medicaid or other patient accounts receivable of the Company or any of its
Subsidiaries to a Receivables Subsidiary followed by a financing transaction in
connection with such sale or disposition of such accounts receivable.

     "Receivables Subsidiary" means a Subsidiary of the Company exclusively
engaged in Receivables Financing and activities reasonably related thereto,
including Beverly Funding Corporation, a Delaware corporation.

     "Record Date" means a Record Date specified in the Securities whether or
not such Record Date is a Business Day.

     "Redeemable 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), 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 thereof, in whole or in part, on or prior to the date
on which the Securities mature.

     "Redemption Date," when used with respect to any Security to be redeemed,
means the date fixed for such redemption pursuant to Article 3 of this Indenture
and Paragraph 5 in the form of Security.

     "Redemption Price," when used with respect to any Security to be redeemed,
means the redemption price for such redemption pursuant to Paragraph 5 in the
form of Security, which shall

<PAGE>   19
                                      -13-


include, without duplication, in each case, accrued and unpaid interest to the
Redemption Date (subject to the provisions of Section 3.5).

     "Reference Period," with regard to any Person means the four full fiscal
quarters (or such lesser period during which such Person has been in existence)
for which internal financial statements are available ended immediately
preceding any date upon which any determination is to be made pursuant to the
terms of the Securities or this Indenture.

     "Reference Treasury Dealer" means JPMorgan, a division of Chase Securities
Inc., and its successors; provided, however, that if JPMorgan shall cease to be
a primary U.S. government securities dealer in New York City (a "Primary
Treasury Dealer"), the Company shall substitute therefore another Primary
Treasury Dealer.

     "Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined by
the trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quote in
writing to the trustee by such Reference Treasury Dealer at 5:00 p.m. on the
third business day preceding such redemption date.

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

     "Related Business" means the business conducted by the Company and its
Subsidiaries as of the Issue Date and any and all health care service businesses
that in the good faith judgment of the Board of Directors of the Company are
materially related businesses. Without limiting the generality of the foregoing,
Related Business shall include the operation of long-term and specialty health
care services, skilled nursing care, subacute care, rehabilitation programs,
pharmaceutical services, geriatric care and home health care.

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

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

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

     "Restricted Investment" means, in one or a series of related transactions,
any Investment, other than (i) Investments in Cash Equivalents, (ii) Investments
in a Subsidiary, (iii) Investments in any Person that as a consequence of such
Investment becomes a Subsidiary, (iv) Investments existing on the

<PAGE>   20
                                      -14-


Issue Date, (v) accounts receivable, advances, loans, extensions of credit
created or acquired in the ordinary course of business, (vi) Investments 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, (vii) Investments
made as the result of the guarantee by the Company or any of its Subsidiaries of
Indebtedness of a Person or Persons other than the Company or any Subsidiary of
the Company that is secured by Liens on assets sold or otherwise disposed of by
the Company or such Subsidiary to such Person or Persons; provided that such
Indebtedness was in existence prior to the contemplation of such sale or other
disposition and that the terms of such guarantee permit the Company or such
Subsidiary to foreclose on the pledged or mortgaged assets if the Company or
such Subsidiary are required to perform under such guarantee, and (viii)
Investments in any Related Business; provided, however, that a merger of another
Person with or into the Company or a Guarantor shall not be deemed to be a
Restricted Investment so long as the surviving entity is the Company or a direct
wholly owned Guarantor.

     "Restricted Securities" means any Restricted Definitive Securities and any
Restricted Global Security.

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

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

     "S&P" means Standard & Poor's, a division of The McGraw Hill Companies, and
its successors.

     "Securities" means, collectively, the Securities (including, without
limitation, the Initial Securities) issued hereunder and the Exchange
Securities, treated as a single class of securities, as amended or supplemented
from time to time in accordance with the terms hereof, that are issued pursuant
to this Indenture.

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

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

     "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.

     "Stockholders' Equity" means, with respect to any Person as of any date,
the stockholders' equity of such Person determined in accordance with GAAP as of
the date of the most recent available internal financial statements of such
Person, and calculated on a pro forma basis to give effect to any acquisition or
disposition by such Person consummated or to be consummated since the date of
such financial statements and on or prior to the date of such calculation.

<PAGE>   21
                                      -15-


     "Subordinated Indebtedness" means Indebtedness of the Company or a
Guarantor that is subordinated in right of payment to the Securities or such
Subsidiary's Guarantee of the Securities, as applicable.

     "Subsidiary" means, with respect to any Person, (i) 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) to vote in the election of directors, managers or trustees
thereof is at the time owned or controlled, directly or indirectly, by such
Person or one or more of the other Subsidiaries of such Person (or a combination
thereof) and (ii) 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 such Person or of one or more
Subsidiaries of such Person (or any combination thereof).

     "Substitute Mortgage Collateral" means real estate and related personal
property on which Liens are created in substitution for the release of Liens on
other real estate and related personal property ("Initial Liens"); provided,
that (i) such Initial Liens were permitted hereunder, (ii) the fair market value
of the Substitute Mortgage Collateral (as conclusively evidenced by an Officers'
Certificate delivered to the Trustee within 60 days prior to the date of such
substitution of collateral) is substantially equivalent to or less than the fair
market value of the property subject to the released Initial Liens and (iii) the
Indebtedness secured by the Liens on Substitute Mortgage Collateral is permitted
hereunder.

     "TIA" means the Trust Indenture Act of 1939, as amended (15 U.S.C. Section
77aaa-77bbbb) as in effect on the date on which this Indenture is qualified
under the TIA, except as provided in Section 9.3 hereof; provided, however,
that, in the event the Trust Indenture Act of 1939 is amended after such date,
"TIA" means, to the extent required by any such amendment, the Trust Indenture
Act of 1939, as so amended.

     "Transfer Restriction" means, with respect to the Company's Subsidiaries,
any encumbrance or restriction on the ability of any Subsidiary (other than a
Receivables Subsidiary) to (i)(a) pay dividends or make any other distributions
to the Company or any of its Subsidiaries (1) on its Capital Stock or (2) with
respect to any other interest or participation in, or measured by, its profits,
or (b) pay any Indebtedness owed to the Company or any of its Subsidiaries, (ii)
make loans or advances to the Company or any of its Subsidiaries, or (iii)
transfer any of its properties or assets to the Company or any of its
Subsidiaries.

     "Treasury Rate" means, with respect to any Redemption Date, the rate per
annum equal to the semiannual equivalent yield to maturity of the Comparable
Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as
a percentage of its principal amount) equal to the Comparable Treasury Price for
such Redemption Date.

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

<PAGE>   22
                                      -16-


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

     "Unrestricted Definitive Security" means one or more Definitive Securities
that do not bear and are not required to bear the Private Placement Legend.

     "Unrestricted Global Security" means a permanent global Security in the
form of Exhibit A attached hereto that bears the Global Security Legend and that
has the "Schedule of Exchanges of Interests in the Global Security" attached
thereto, and that is deposited with or on behalf of and registered in the name
of the Depositary, representing a series of Securities that do not bear the
Private Placement Legend.

     "Weighted Average Life to Maturity" means, when applied to any Indebtedness
at any date, the number of years obtained by dividing (i) 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 thereof, 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 (ii) the then outstanding principal
amount of such Indebtedness.

SECTION 1.2.  Other Definitions.

<TABLE>
<CAPTION>
                                                            DEFINED IN
        TERM                                                  SECTION
        ----                                                ----------
<S>                                                         <C>
        "Affiliate Transaction"                                 4.11
        "Change of Control Offer"                               4.13
        "Change of Control Payment"                             4.13
        "Change of Control Payment Date"                        4.13
        "Commencement Date"                                     2.15
        "Covenant Defeasance"                                   8.3
        "Event of Default"                                      6.1
        "Excess Proceeds"                                       4.10
        "Guarantee"                                             10.1
        "incur"                                                 4.9
        "Legal Defeasance"                                      8.2
        "Notice of Default"                                     6.1
        "Offer Amount"                                          2.15
        "Offer Period"                                          2.15
        "Paying Agent"                                          2.3
        "Purchase Date"                                         2.15
        "Purchase Price"                                        4.10
        "Registrar"                                             2.3
        "Restricted Payments"                                   4.7
        "Senior Asset Sale Offer"                               4.10
</TABLE>

<PAGE>   23
                                      -17-

SECTION 1.3.  Incorporation By Reference of TIA.

     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 Securities;

          "Indenture Security Holder" means a Holder;

          "Indenture to be Qualified" means this Indenture;

          "Indenture Trustee" or "Institutional Trustee" means the Trustee;

          "Obligor" on the Securities means the Company, any Guarantor and any
          successor obligor upon the Securities.

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

SECTION 1.4.  Rules of Construction.

     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)  provisions apply to successive events and transactions;

     (6)  "herein," "hereof," "hereunder" and other words of similar import
          refer to this Indenture as a whole (as amended or supplemented from
          time to time) and not to any particular Article, Section or other
          subdivision; and

<PAGE>   24
                                      -18-


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


                                    ARTICLE 2

                  THE SECURITIES; OFFER TO PURCHASE PROCEDURES


SECTION 2.1.  Form and Dating.

     The Securities and the Trustee's certificate of authentication shall be
substantially in the form of Exhibit A hereto, the terms of which are
incorporated in and made a part of this Indenture. The Securities may have
notations, legends or endorsements approved as to form by the Company and
required by law, stock exchange rule, agreements to which the Company is subject
or usage. The terms and provisions contained in the Securities shall constitute,
and are hereby expressly made, a part of this Indenture and to the extent
applicable, the Company, the Guarantors and the Trustee, by their execution and
delivery of this Indenture, expressly agree to such terms and provisions and to
be bound thereby. Each Security shall be dated the date of its authentication.
The Securities shall be issuable only in registered form, without coupons, in
denominations of $1,000 and integral multiples thereof.

     Global Securities; Definitive Securities. Securities issued in global form
shall be substantially in the form of Exhibit A (including the Global Securities
Legend thereon). Notes issued in definitive form shall be substantially in the
form of Exhibit A (but without the Global Security Legend thereon). Each Global
Security shall represent such of the outstanding Securities as shall be
specified therein and shall provide that it shall represent the aggregate
principal amount of outstanding Securities from time to time endorsed thereon
and that the aggregate principal amount of outstanding Securities represented
thereby may from time to time be reduced or increased, as appropriate, to
reflect exchanges and redemptions. Any endorsement of a Global Security to
reflect the amount of any increase or decrease in the aggregate principal amount
of outstanding Securities represented thereby shall be made by the Trustee or
the Security Custodian, at the direction of the Trustee, in accordance with
instructions given by the Holder thereof as required by Section 2.6.

SECTION 2.2.  Execution and Authentication.

     Two Officers of the Company shall sign the Securities for the Company by
manual or facsimile signature. The Company's seal shall be reproduced on the
Securities and may be in facsimile form.

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

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

<PAGE>   25
                                      -19-


Indenture. The form of Trustee's certificate of authentication to be borne by
the Securities shall be substantially as set forth in Exhibit A hereto.

     The Trustee shall, upon a written order of the Company signed by two
Officers of the Company, initially authenticate Securities for original issue up
to the aggregate principal amount stated in paragraph 4 of the Securities. The
aggregate principal amount of Securities outstanding at any time shall not
exceed the amount set forth herein except as provided in Section 2.8 hereof.

     The Securities shall be issued only in fully registered form, without
coupons and only in denominations of $1,000 and any integral multiple thereof.
All Securities issued under this Indenture shall vote and consent together on
all matters as one class and no series of Securities will have the right to vote
or consent as a separate class on any matter.

     The Trustee may appoint an authenticating agent acceptable to the Company
to authenticate Securities. The Company agrees to pay to each authenticating
agent from time to time reasonable compensation under this Section 2.2. Unless
limited by the terms of such appointment, an authenticating agent may
authenticate Securities whenever the Trustee may do so. Each reference in this
Indenture to authentication by the Trustee includes authentication by such
agent. An authenticating agent has the same rights as an Agent to deal with the
Company or an Affiliate of the Company.

SECTION 2.3.  Registrar and Paying Agent.

     The Company shall maintain (i) an office or agency where Securities may be
presented for registration of transfer or for exchange (including any
co-registrar, the "Registrar") and (ii) an office or agency where Securities may
be presented for payment (the "Paying Agent"). The Registrar shall keep a
register of the Securities and of their transfer and exchange. The Company may,
from time to time, appoint one or more co-registrars and one or more additional
paying agents. The term "Paying Agent" includes any additional paying agent. The
Company may change any Paying Agent or Registrar without prior notice to any
Holder. The Company shall notify the Trustee and the Trustee shall notify the
Holders of the name and address of any Agent not a party to this Indenture. If
the Company fails to appoint or maintain another entity as Registrar or Paying
Agent, the Trustee shall act as such. The Company or any of its Subsidiaries may
act as Paying Agent or Registrar. The Company shall enter into an appropriate
agency agreement with any Agent not a party to this Indenture, which shall
incorporate the provisions of the TIA. The agreement shall implement the
provisions of this Indenture that relate to such Agent. The Company shall notify
the Trustee of the name and address of any such Agent. If the Company fails to
maintain a Registrar or Paying Agent, or fails to give the foregoing notice, the
Trustee shall act as such, and shall be entitled to appropriate compensation in
accordance with Section 7.7 hereof.

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

     The Company initially appoints the Trustee as Registrar, Paying Agent,
Securities Custodian and agent for service of notices and demands in connection
with the Global Securities.

<PAGE>   26
                                      -20-


SECTION 2.4.  Paying Agent to Hold Money in Trust.

     Prior to 12:00 p.m. on the due date of principal of, premium, if any, and
interest on any Securities, the Company shall deposit with the Trustee or the
Paying Agent money sufficient to pay such principal, premium, if any, and
interest becoming due. The Company shall require each Paying Agent other than
the Trustee to agree in writing that the Paying Agent shall hold in trust for
the benefit of the Holders or the Trustee all money held by the Paying Agent for
the payment of principal of, premium, if any, and interest on the Securities,
and shall notify the Trustee of any Default by the Company in making any such
payment. While any such Default continues, the Trustee may require a Paying
Agent to pay all money held by it to the Trustee. The Company at any time may
require a Paying Agent to pay all money held by it to the Trustee. Upon payment
over to the Trustee, the Paying Agent (if other than the Company) shall have no
further liability for the money delivered to the Trustee. If the Company 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.

SECTION 2.5.  Holder Lists.

     The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
all Holders and shall otherwise comply with TIA Section 312(a). If the Trustee
is not the Registrar, the Company shall furnish to the Trustee at least seven
Business Days before each Interest Payment Date and at such other times as the
Trustee may request in writing a list in such form and as of such date as the
Trustee may reasonably require of the names and addresses of Holders, including
the aggregate principal amount of the Securities held by each thereof, and the
Company shall otherwise comply with TIA Section 312(a).

SECTION 2.6.  Transfer and Exchange.

     (a) Transfer and Exchange of Global Securities. A Global Security may not
be transferred as a whole except by the Depositary to a nominee of the
Depositary, by a nominee of the Depositary to the Depositary or to another
nominee of the Depositary, or by the Depositary or any such nominee to a
successor Depositary or a nominee of such successor Depositary. All Global
Securities will be exchanged by the Company for Definitive Securities if (i) the
Company delivers to the Trustee notice from the Depositary that it is unwilling
or unable to continue to act as Depositary or that it is no longer a clearing
agency registered under the Exchange Act and, in either case, a successor
Depositary is not appointed by the Company within 90 days after the date of such
notice from the Depositary, (ii) the Company in its sole discretion determines
that the Global Securities (in whole but not in part) should be exchanged for
Definitive Securities and delivers a written notice to such effect to the
Trustee or (iii) an Event of Default has occurred and is continuing. Upon the
occurrence of any of the events described in clause (i), (ii) or (iii) above,
Definitive Securities shall be issued in such names as the Depositary shall
instruct the Trustee. Global Securities also may be replaced or exchanged, in
whole or in part, as provided in Sections 2.7 and 2.10. Every Security
authenticated and delivered in lieu of, or in exchange for, a Global Security or
any portion thereof, pursuant to this Section 2.6 or Section 2.7 or 2.10, shall
be authenticated and delivered in the form of, and shall be, a Global Security.
A Global Security may

<PAGE>   27
                                      -21-


not be exchanged for another Security other than as provided in this Section
2.6(a); however, beneficial interests in a Global Security may be transferred
and exchanged as provided in Section 2.6(b),(c) or (f).

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

          (i)   Transfer of Beneficial Interests in the Same Global Security.
                Beneficial interests in any Restricted Global Security may be
                transferred to Persons who take delivery thereof in the form of
                a beneficial interest in the same Restricted Global Security in
                accordance with the transfer restrictions set forth in the
                Private Placement Legend. Beneficial interests in any
                Unrestricted Global Security may be transferred to Persons who
                take delivery thereof in the form of a beneficial interest in an
                Unrestricted Global Security. No written orders or instructions
                shall be required to be delivered to the Registrar to effect the
                transfers described in this Section 2.6(b)(i).

          (ii)  All Other Transfers and Exchanges of Beneficial Interests in
                Global Securities. In connection with all transfers and
                exchanges of beneficial interests that are not subject to
                Section 2.6(b)(i) above, the transferor of such beneficial
                interest must deliver to the Depositary either (A) (1) a written
                order from a Participant or an Indirect Participant given to the
                Depositary in accordance with the Applicable Procedures
                directing the Depositary to credit or cause to be credited a
                beneficial interest in another Global Security in an amount
                equal to the beneficial interest to be transferred or exchanged
                and (2) instructions given in accordance with the Applicable
                Procedures containing information regarding the Participant
                account to be credited with such increase, or (B) (1) a written
                order from a Participant or an Indirect Participant given to the
                Depositary in accordance with the Applicable Procedures
                directing the Depositary to cause to be issued a Definitive
                Security in an amount equal to the beneficial interest to be
                transferred or exchanged and (2) instructions given by the
                Depositary to the Registrar containing information regarding the
                Person in whose name such Definitive Security shall be
                registered to effect the transfer or exchange referred to in (1)
                above. Upon consummation of an Exchange Offer by the Company in
                accordance with Section 2.6(f), the requirements of this Section
                2.6(b)(ii) shall be deemed to have been satisfied upon receipt
                by the Registrar of the instructions contained in the Letter of
                Transmittal delivered by the Holder of such beneficial interests
                in the Restricted Global Securities. Upon satisfaction of all of
                the requirements for transfer or exchange of beneficial
                interests in Global Securities contained in this Indenture and
                the Securities or otherwise applicable



<PAGE>   28
                                      -22-


                under the Securities Act, the Trustee shall adjust the principal
                amount of the relevant Global Security(ies) pursuant to Section
                2.6(h).

          (iii) Transfer of Beneficial Interests to Another Restricted Global
                Security. A beneficial interest in any Restricted Global
                Security may be transferred to a Person who takes delivery
                thereof in the form of a beneficial interest in another
                Restricted Global Security if the transfer complies with the
                requirements of Section 2.6(b)(ii) above and the Registrar
                receives the following:

                (A)  if such Security is being transferred to a QIB in
                     accordance with Rule 144A, then the transferor must deliver
                     a certificate in the form of Exhibit B, including the
                     certifications in item (1) thereof;

                (B)  if such Security is being transferred pursuant to an
                     exemption from registration in accordance with Regulation S
                     under the Securities Act, then the transferor must deliver
                     a certificate in the form of Exhibit B, including the
                     certifications in item (2) thereof; or

                (C)  if such Security is being transferred pursuant to an
                     exemption from registration other than Rule 144A or
                     Regulation S, then the transferor must deliver a
                     certificate in the form of Exhibit B, including the
                     certifications, certificates and Opinion of Counsel in form
                     reasonably acceptable to the Company and the Registrar
                     required by item (3)(d) thereof, if applicable.

          (iv)  Transfer and Exchange of Beneficial Interests in a Restricted
                Global Security for Beneficial Interests in the Unrestricted
                Global Security. A beneficial interest in any Restricted Global
                Security may be exchanged by any holder thereof for a beneficial
                interest in an Unrestricted Global Security or transferred to a
                Person who takes delivery thereof in the form of a beneficial
                interest in an Unrestricted Global Security if the exchange or
                transfer complies with the requirements of Section 2.6(b)(ii)
                above and:

                (A)  such exchange or transfer is effected pursuant to the
                     Exchange Offer in accordance with the Registration Rights
                     Agreement and the holder of the beneficial interest to be
                     transferred, in the case of an exchange, or the transferee,
                     in the case of a transfer, certifies in the applicable
                     Letter of Transmittal or via the Depositary's book-entry
                     system that it is not (1) a broker-dealer, (2) a Person
                     participating in the distribution of the Exchange
                     Securities or (3) a Person who is an affiliate (as defined
                     in Rule 144) of the Company;

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

<PAGE>   29
                                      -23-


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

                           (D)      the Registrar receives the following:

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

               (2) if the holder of such beneficial interest in a Restricted
          Global Security 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 Security, a certificate from such
          holder in the form of Exhibit B, including the certifications in item
          (4) thereof;

               and, in each such case set forth in this subparagraph (D), if the
               Company or the Registrar so requests or if the Applicable
               Procedures so require, an Opinion of Counsel in form reasonably
               acceptable to the Company and 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 Security has not yet
          been issued, the Company shall issue and, upon receipt of a written
          authentication order from the Company in accordance with Section 2.2,
          the Trustee shall authenticate one or more Unrestricted Global
          Securities 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 Security cannot be
          exchanged for, or transferred to Persons who take delivery thereof in
          the form of, a beneficial interest in a Restricted Global Security.

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

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

                         (A)  if the holder of such beneficial interest in a
                              Restricted Global Security proposes to exchange
                              such beneficial interest for a Restricted

<PAGE>   30
                                      -24-


                              Definitive Security, a certificate from such
                              holder in the form of Exhibit C, including the
                              certifications in item (2)(a) thereof;

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

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

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

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

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

     the Trustee shall cause the aggregate principal amount of the applicable
     Global Security to be reduced accordingly pursuant to Section 2.6(h), and
     the Company shall execute and the Trustee shall authenticate and deliver to
     the Person designated in the instructions a Definitive Security in the
     appropriate principal amount. Any Definitive Security issued in exchange
     for a beneficial interest in a Restricted Global Security pursuant to this
     Section 2.6(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 Securities to the Persons in whose names such
     Securities are so registered. Any Definitive Security issued in exchange
     for a beneficial interest in a Restricted Global Security pursuant to this

<PAGE>   31
                                        -25-



     Section 2.6(c)(i) shall bear the Private Placement Legend and shall be
     subject to all restrictions on transfer contained therein.

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

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

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

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

                     (D)  the Registrar receives the following:

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

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

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

               (iii) Beneficial Interests in Unrestricted Global Securities to
                     Unrestricted Definitive Securities. If any holder of a
                     beneficial interest in an Unrestricted Global

<PAGE>   32
                                      -26-


                    Security proposes to exchange such beneficial interest for a
                    Definitive Security or to transfer such beneficial interest
                    to a Person who takes delivery thereof in the form of a
                    Definitive Security, then, upon satisfaction of the
                    conditions set forth in Section 2.6(b)(ii), the Trustee
                    shall cause the aggregate principal amount of the applicable
                    Global Security to be reduced accordingly pursuant to
                    Section 2.6(h), and the Company shall execute and the
                    Trustee shall authenticate and deliver to the Person
                    designated in the instructions a Definitive Security in the
                    appropriate principal amount. Any Definitive Security issued
                    in exchange for a beneficial interest pursuant to this
                    Section 2.6(c)(iii) 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 Securities to the Persons in whose
                    names such Securities are so registered. Any Definitive
                    Security issued in exchange for a beneficial interest
                    pursuant to this Section 2.6(c)(iii) shall not bear the
                    Private Placement Legend.

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

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

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

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

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

                    (D)  if such Restricted Definitive Security is being
                         transferred pursuant to an exemption from the
                         registration requirements of the Securities Act in
                         accordance with Rule 144 under the Securities Act, a
                         certificate to

<PAGE>   33
                                      -27-


                         the effect set forth in Exhibit B, including the
                         certifications in item (3)(a) thereof;

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

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

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

         the Trustee shall cancel the Restricted Definitive Security, increase
         or cause to be increased the aggregate principal amount of the
         appropriate Restricted Global Security.

               (ii) Restricted Definitive Securities to Beneficial Interests in
                    Unrestricted Global Securities. A Holder of a Restricted
                    Definitive Security may exchange such Security for a
                    beneficial interest in an Unrestricted Global Security or
                    transfer such Restricted Definitive Security to a Person who
                    takes delivery thereof in the form of a beneficial interest
                    in an Unrestricted Global Security 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 (1) a broker-dealer, (2) a Person
                         participating in the distribution of the Exchange
                         Securities or (3) a Person who is an affiliate (as
                         defined in Rule 144) of the Company;

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

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

                    (D)  the Registrar receives the following:

<PAGE>   34
                                      -28-


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

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

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

                Upon satisfaction of the conditions of any of the subparagraphs
          in this Section 2.6(d)(ii), the Trustee shall cancel the Definitive
          Securities and increase or cause to be increased the aggregate
          principal amount of the Unrestricted Global Security.

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

          If any such exchange or transfer from a Definitive Security to a
     beneficial interest is effected pursuant to subparagraph (ii)(B), (ii)(D)
     or (iii) above at a time when an Unrestricted Global Security has not yet
     been issued, the Company shall issue and, upon receipt of an authentication
     order in accordance with Section 2.2, the Trustee shall authenticate one or
     more Unrestricted Global Securities in an aggregate principal amount equal
     to the principal amount of Definitive Securities so transferred.

     (e) Transfer and Exchange of Definitive Securities for Definitive
Securities. Upon request by a Holder of Definitive Securities and such Holder's
compliance with the provisions of this Section 2.6(e), the Registrar shall
register the transfer or exchange of Definitive Securities. Prior to such
registration of transfer or exchange, the requesting Holder shall present or
surrender to the Registrar the Definitive Securities duly endorsed or
accompanied by a written instruction of transfer in form satisfactory to the
Registrar duly executed by such Holder or by his attorney, duly authorized in
writing. In addition, the requesting Holder shall provide any additional
certifications, documents and information, as applicable, required pursuant to
the following provisions of this Section 2.6(e).

<PAGE>   35
                                      -29-


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

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

                    (B)  if the transfer will be made pursuant to Regulation S,
                         then the transferor must deliver a certificate in the
                         form of Exhibit B, including the certifications in item
                         (2) thereof;

                    (C)  if the transfer will 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, including the
                         certifications, certificates and Opinion of Counsel
                         required by item (3) thereof, if applicable.

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

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

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

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

                    (D)  the Registrar receives the following:

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

<PAGE>   36
                                      -30-


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

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

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

     (f) Exchange Offer. Upon the occurrence of the Exchange Offer in accordance
with the Registration Rights Agreement, the Company shall issue and, upon
receipt of an Authentication Order in accordance with Section 2.2, the Trustee
shall authenticate (i) one or more Unrestricted Global Securities in an
aggregate principal amount equal to the principal amount of the beneficial
interests in the Restricted Global Securities tendered for acceptance by Persons
that certify in the applicable Letters of Transmittal that (x) they are not
broker-dealers, (y) they are not participating in a distribution of the Exchange
Securities and (z) they are not affiliates (as defined in Rule 144) of the
Company, and accepted for exchange in the Exchange Offer and (ii) Definitive
Securities in an aggregate principal amount equal to the principal amount of the
Restricted Definitive Securities accepted for exchange in the Exchange Offer.
Concurrently with the issuance of such Securities, the Trustee shall cause the
aggregate principal amount of the applicable Restricted Global Securities to be
reduced accordingly, and the Company shall execute and the Trustee shall
authenticate and deliver to the Persons designated by the Holders of Definitive
Securities so accepted Definitive Securities in the appropriate principal
amounts.

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

          (i)   Private Placement Legend.

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

<PAGE>   37
                                      -31-


          "THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
     1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY
     STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR
     PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED,
     PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH
     REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO,
     SUCH REGISTRATION.

          THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS
     OWN BEHALF AND ON THE BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS
     PURCHASED SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY,
     PRIOR TO THE DATE (THE "RESALE RESTRICTION TERMINATION DATE") THAT IS TWO
     YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE
     ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS
     SECURITY (OR ANY PREDECESSR OF SUCH SECURITY), ONLY (A) TO THE ISSUER, (B)
     PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER
     THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELEGIBLE FOR
     RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON IT
     REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE
     144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE
     ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE
     TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND
     SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION
     S UNDER THE SECURITIES ACT, (E) TO AN INSTITUTIONAL "ACCREDITED INVESTOR"
     WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES
     ACT THAT IS AN INSTITUTIONAL ACCREDITED INVESTOR ACQUIRING THE SECURITY FOR
     ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED
     INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF THE SECURITIES OF
     $250,000 OF SECURITIES, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR
     FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE
     SECURITIES ACT, OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE
     REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUER'S
     AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT
     TO CLAUSES (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF
     COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF
     THEM. THIS

<PAGE>   38
                                      -32-


     LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE
     RESTRICTION TERMINATION DATE."

               (B)  Notwithstanding the foregoing, any Global Security or
                    Definitive Security issued pursuant to subparagraph (b)(iv),
                    (c)(iii), (d)(ii), (d)(iii), (e)(ii), (e)(iii) or (f) of
                    this Section 2.6 (and all Securities issued in exchange
                    therefor or substitution thereof) shall not bear the Private
                    Placement Legend.

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

     "THIS GLOBAL SECURITY IS HELD BY THE DEPOSITARY (AS DEFINED IN THE
     INDENTURE GOVERNING THIS SECURITY) OR ITS NOMINEE IN CUSTODY FOR THE
     BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY
     PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH
     NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.6 OF THE
     INDENTURE, (II) THIS GLOBAL SECURITY MAY BE EXCHANGED IN WHOLE BUT NOT IN
     PART PURSUANT TO SECTION 2.6(a) OF THE INDENTURE, (III) THIS GLOBAL
     SECURITY MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO
     SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL SECURITY MAY BE
     TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE
     COMPANY."

     (h) Cancellation and/or Adjustment of Global Securities. At such time as
all beneficial interests in a particular Global Security have been exchanged for
Definitive Securities or a particular Global Security has been redeemed,
repurchased or canceled in whole and not in part, each such Global Security
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 Security is exchanged for or transferred to a Person who will take
delivery thereof in the form of a beneficial interest in another Global Security
or for Definitive Securities, the principal amount at maturity of Securities
represented by such Global Security shall be reduced accordingly and an
endorsement shall be made on such Global Security 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 will
take delivery thereof in the form of a beneficial interest in another Global
Security, such other Global Security shall be increased accordingly and an
endorsement shall be made on such Global Security by the Trustee or by the
Depositary at the direction of the Trustee to reflect such increase.

<PAGE>   39
                                      -33-


     (i)  General Provisions Relating to Transfers and Exchanges.

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

            (ii)  No service charge shall be made to a holder of a beneficial
                  interest in a Global Security or to a Holder of a Definitive
                  Security for any registration of transfer or exchange, but the
                  Company may require payment of a sum sufficient to cover any
                  transfer tax or similar governmental charge payable in
                  connection therewith (other than any such transfer taxes or
                  similar governmental charge payable upon exchange or transfer
                  pursuant to Sections 2.2, 2.10, 3.6, 3.9, 4.10, 4.15 and 9.5).

            (iii) The Registrar shall not be required (A) to register the
                  transfer of or to exchange any Securities during a period
                  beginning at the opening of business 15 days before the day of
                  the mailing of notice of redemption under Section 3.3 and
                  ending at the close of business on such day, or (B) to
                  register the transfer of or exchange any Security selected for
                  redemption in whole or in part pursuant to Article 3, except
                  the unredeemed portion of any Security being redeemed in part.

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

            (v)   The Company shall not be required (A) to issue, to register
                  the transfer of or to exchange any Securities during a period
                  beginning at the opening of business 15 days before the day of
                  the mailing of notice of redemption under Section 3.3 and
                  ending at the close of business on such day, or (B) to
                  register the transfer of or to exchange any Security selected
                  for redemption in whole or in part, except the unredeemed
                  portion of any Security being redeemed in part.

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

            (vii) The Trustee shall authenticate Global Securities and
                  Definitive Securities in accordance with the provisions of
                  Section 2.2.

<PAGE>   40
                                      -34-


            (viii) All certifications, certificates and Opinions of Counsel
                   required to be submitted to the Registrar pursuant to this
                   Section 2.6 to effect a registration of transfer or exchange
                   may be submitted by facsimile.

     When Securities are presented to the Registrar with a request to register
the transfer or to exchange them for an equal principal amount of Securities of
other denominations, the Registrar shall register the transfer or make the
exchange if its requirements for such transactions are met; provided, however,
that any Security presented or surrendered for registration of transfer or
exchange shall be duly endorsed or accompanied by a written instruction of
transfer in form satisfactory to the Registrar and the Trustee duly executed by
the Holder thereof or by his attorney duly authorized in writing. To permit
registrations of transfer and exchanges, the Company shall issue and the Trustee
shall authenticate Securities at the Registrar's request.

     Neither the Company nor the Registrar shall be required to (i) issue,
register the transfer of, or exchange Securities during a period beginning at
the opening of business 15 days before the day of any selection of Securities
for redemption under Section 3.3 hereof and ending at the close of business on
the day of selection, (ii) register the transfer of, or exchange any Security so
selected for redemption in whole or in part, except the unredeemed portion of
any Security being redeemed in part, or (iii) register the transfer or exchange
of a Security between the record date and the next succeeding Interest Payment
Date.

     No service charge shall be made to any Holder for any registration of
transfer or exchange (except as otherwise expressly permitted herein), but the
Company may require payment of a sum sufficient to cover any transfer tax or
similar governmental charge payable in connection therewith (other than such
transfer tax or similar governmental charge payable upon exchanges pursuant to
Sections 2.10 or 9.5 hereof, which shall be paid by the Company).

     Prior to due presentment for registration of a transfer of any Security,
the Trustee, any Agent, the Company and any agent of the foregoing may deem and
treat the Person in whose name any Security is registered as the absolute owner
of such Security for the purpose of receiving payment of principal of, premium,
if any, and interest on such Security and for all other purposes whatsoever,
whether or not such Security is overdue (provided, that defaulted interest shall
be paid as set forth in Section 2.12 hereof), and neither the Trustee, any Agent
nor the Company shall be affected by notice to the contrary.

SECTION 2.7.  Replacement Securities.

     If any mutilated Security is surrendered to the Trustee or the Company, or
the Trustee receives evidence to its satisfaction of the destruction, loss or
theft of any Security, the Company shall, upon written request of the Holder
thereof, issue and the Trustee, upon the written order of the Company signed by
two Officers of the Company, shall authenticate a replacement Security if the
Trustee's requirements for replacements of Securities are met. If required by
the Trustee or the Company, an indemnity bond must be supplied by the Holder
that is sufficient in the judgment of the Trustee and the Company to protect the
Company, the Trustee, any Agent and any authenticating agent from any loss

<PAGE>   41
                                      -35-


which any of them may suffer if a Security is replaced. Each of the Company and
the Trustee may charge for its expenses in replacing a Security.

     Every replacement Security is an additional obligation of the Company and
shall be entitled to all of the benefits of this Indenture equally and
proportionally with all other Securities duly issued hereunder.

SECTION 2.8.  Outstanding Securities.

     The Securities outstanding at any time are all the Securities authenticated
by the Trustee except for those canceled by it (or its agent), those delivered
to it for cancellation those reductions in the interest of a Global Security
effected by the Trustee in accordance with the provisions hereof, and those
described in this Section as not outstanding.

     If a Security is replaced pursuant to Section 2.7 hereof, it ceases to be
outstanding unless the Trustee receives proof satisfactory to it that the
replaced Security is held by a bona fide purchaser (as such term is defined in
Section 8-302 of the Uniform Commercial Code as in effect in the State of New
York).

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

     Subject to Section 2.9 hereof, a Security does not cease to be outstanding
because the Company or an Affiliate of the Company holds the Security.

SECTION 2.9.  Treasury Securities.

     In determining whether the Holders of the required principal amount of
Securities then outstanding have concurred in any demand, direction, waiver or
consent, including any relating to any amendment, Securities owned by the
Company or any Affiliate of the Company shall be considered as though not
outstanding, except that for purposes of determining whether the Trustee shall
be protected in relying on any such demand, direction, waiver or consent, only
Securities that a Responsible Officer actually knows to be so owned shall be so
considered. Notwithstanding the foregoing, Securities that are to be acquired by
the Company or an Affiliate of the Company pursuant to an exchange offer, tender
offer or other agreement shall not be deemed to be owned by the Company or an
Affiliate of the Company until legal title to such Securities passes to the
Company or such Affiliate, as the case may be.

SECTION 2.10.  Temporary Securities.

     Until definitive Securities are ready for delivery, the Company may prepare
and the Trustee, upon receipt of the written order of the Company pursuant to
Section 2.2, shall authenticate temporary Securities. Temporary Securities shall
be substantially in the form of definitive Securities but may have variations
that the Company and the Trustee consider appropriate for temporary Securities.
Without unreasonable delay, the Company shall prepare and the Trustee, upon
receipt of the written order of the

<PAGE>   42
                                      -36-


Company pursuant to Section 2.2, shall authenticate definitive Securities in
exchange for temporary Securities. Until such exchange, Holders of temporary
Securities shall be entitled to all of the rights, benefits and privileges of
this Indenture.

SECTION 2.11.  Cancellation.

     The Company at any time may deliver Securities to the Trustee (or its
agent) for cancellation. The Registrar and Paying Agent shall forward to the
Trustee any Securities surrendered to them for registration of transfer,
exchange or payment. The Trustee (or its agent) shall cancel all Securities
surrendered for registration of transfer, exchange, payment, replacement or
cancellation and shall dispose of all canceled Securities in accordance with its
customary procedures. The Company may not issue new Securities to replace
Securities that it has paid or that have been delivered to the Trustee (or its
agent) for cancellation.

SECTION 2.12.  Defaulted Interest.

     If the Company defaults in a payment of interest on the Securities, 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, which date shall be at the earliest
practicable date but in all events at least five Business Days prior to the
related payment date, in each case at the rate provided in the Securities and in
Section 4.1 hereof. The Company shall, with the consent of the Trustee, fix or
cause to be fixed each such special record date and payment date. At least 15
days before the special record date, the Company (or, upon written request of
the Company, the Trustee, in the name of and at the expense of the Company)
shall mail 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.  Record Date.

     The record date for purposes of determining the identity of Holders
entitled to vote or consent to any action by vote or consent authorized or
permitted under this Indenture shall be determined as provided for in TIA
Section 316(c).

SECTION 2.14.  CUSIP Number.

     The Company in issuing the Securities may use a "CUSIP" number, and if it
does so, the Trustee shall use the CUSIP number in notices to Holders; provided
that any such notice may state that no representation is made as to the
correctness or accuracy of the CUSIP number printed in the notice or on the
Securities and that reliance may be placed only on the other identification
numbers printed on the Securities. The Company shall promptly notify the Trustee
of any change in the CUSIP number.

SECTION 2.15.  Offer to Purchase by Application of Excess Proceeds.

     In the event that the Company shall commence a Senior Asset Sale Offer
pursuant to Section 4.10 hereof, it shall follow the procedures specified below.

<PAGE>   43
                                      -37-


     No later than 10 days following the date on which the aggregate amount of
Excess Proceeds exceeds $25.0 million, the Company shall notify the Trustee of
such Senior Asset Sale Offer and provide the Trustee with an Officers'
Certificate setting forth, in addition to the information to be included therein
pursuant to Section 4.10 hereof, the calculations used in determining the amount
of Net Proceeds to be applied to the purchase of Securities. The Company shall
commence or cause to be commenced such Senior Asset Sale Offer on a date no
later than 20 days after such notice (the "Commencement Date").

     The Senior Asset Sale Offer shall remain open for at least 20 Business Days
after the Commencement Date relating to such Senior Asset Sale Offer and shall
remain open for no more than such 20 Business Days, except to the extent
required by applicable law (as so extended, the "Offer Period"). No later than
three Business Days after the termination of the Offer Period (the "Purchase
Date"), the Company shall purchase the principal amount (the "Offer Amount") of
Securities required to be purchased in such Senior Asset Sale Offer pursuant to
Section 4.10 hereof or, if less than the Offer Amount has been tendered, all
Securities tendered in response to the Senior Asset Sale Offer, in each case for
an amount in cash equal to the Purchase Price.

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

     On the Commencement Date of any Senior Asset Sale Offer, the Company shall
send or shall cause to be sent by first class mail, a notice to each of the
Holders at their last registered address, with a copy to the Trustee and the
Paying Agent, offering to repurchase the Securities held by such Holder pursuant
to the procedure specified in such notice. Such notice, which shall govern the
terms of the Senior Asset Sale Offer, shall contain all instructions and
materials necessary to enable the Holders to tender Securities pursuant to the
Senior Asset Sale Offer and shall state:

      (1)   that the Senior Asset Sale Offer is being made pursuant to this
            Section 2.15 and Section 4.10 hereof and the length of time the
            Senior Asset Sale Offer shall remain open;

      (2)   the Offer Amount, the Purchase Price and the Purchase Date;

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

      (4)   that, unless the Company defaults in the payment of the Purchase
            Price, any Security accepted for payment pursuant to the Senior
            Asset Sale Offer shall cease to accrue interest after the Purchase
            Date;

      (5)   that Holders electing to have a Security purchased pursuant to any
            Senior Asset Sale Offer shall be required to surrender the Security,
            with the form entitled "Option of Holder to Elect Purchase" on the
            reverse of the Security completed, to the Company, a depositary, if
            appointed by the Company, or a Paying Agent at the address specified
            in

<PAGE>   44
                                      -38-


            the notice prior to the close of business on the Business Day next
            preceding the Purchase Date;

      (6)   that Holders shall be entitled to withdraw their election if the
            Company, depositary or Paying Agent, as the case may be, receives,
            not later than the close of business on the Business Day next
            preceding the termination of the Offer Period, a facsimile
            transmission or letter setting forth the name of the Holder, the
            principal amount of the Security the Holder delivered for purchase
            and a statement that such Holder is withdrawing his election to have
            such Security purchased;

      (7)   that, if the aggregate principal amount of Securities surrendered by
            Holders exceeds the Offer Amount, the Trustee shall select the
            Securities to be purchased on a pro rata basis (with such
            adjustments as may be deemed appropriate by the Trustee so that only
            Securities in denominations of $1,000, or integral multiples
            thereof, shall be purchased);

      (8)   that Holders whose Securities were purchased only in part shall be
            issued new Securities equal in principal amount to the unpurchased
            portion of the Securities surrendered; and

      (9)   the circumstances and relevant facts regarding such Asset Sale and
            any other information that would be material to a decision as to
            whether to tender a Security pursuant to the Senior Asset Sale
            Offer.

     On the Purchase Date, the Company shall, to the extent lawful, (i) accept
for payment, on a pro rata basis to the extent necessary, an aggregate principal
amount equal to the Offer Amount of Securities and other Indebtedness ranking on
a parity with the Securities whose provisions require the Company to make an
offer to purchase or redeem such Indebtedness with proceeds from any asset sales
tendered pursuant to the Senior Asset Sale Offer, or if less than the Offer
Amount has been tendered, all Securities and other Indebtedness or portions
thereof so tendered, (ii) deposit with the Paying Agent an amount equal to the
Purchase Price in respect of all Securities and other Indebtedness or portions
thereof so tendered and (iii) deliver or cause to be delivered to the Trustee
the Securities and other Indebtedness so accepted together with an Officers'
Certificate stating the aggregate principal amount of Securities and other
Indebtedness or portions thereof being purchased by the Company. The Paying
Agent shall promptly mail to each Holder of Securities so tendered payment in an
amount equal to the Purchase Price for such Securities and the Trustee shall
promptly authenticate and mail (or cause to be transferred by book entry) a new
Security to such Holder equal in principal amount to any unpurchased portion of
the Securities surrendered, if any; provided that each such new Security shall
be in a principal amount of $1,000 or an integral multiple thereof. The Company
shall publicly announce the results of the Senior Asset Sale Offer on or as soon
as practicable after the Purchase Date.

     The Company shall comply with the requirements of Rule 14e-1 under the
Exchange Act and any other securities laws and regulations thereunder to the
extent such laws and regulations are

<PAGE>   45
                                      -39-


applicable in connection with the purchase of Securities and other Indebtedness
as a result of the Senior Asset Sale Offer.


                                    ARTICLE 3

                                   REDEMPTION


SECTION 3.1.  Right of Redemption.

     Redemption of Securities, as permitted by any provision of this Indenture,
shall be made in accordance with such provision and this Article 3. The Company
may redeem the Securities in whole or at any time or in part from time to time
at the Redemption Prices specified in the form of Security attached as Exhibit A
set forth therein under the caption "Optional Redemption," in each case (subject
to the right of Holders of record on a Record Date to receive interest due on an
Interest Payment Date that is on or prior to such Redemption Date, and subject
to the provisions set forth in Section 3.5 hereof) including accrued and unpaid
interest to the Redemption Date.

SECTION 3.2.  Notices to Trustee.

     If the Company elects to redeem Securities pursuant to Paragraph 5 of the
Securities, it shall notify the Trustee in writing of the Redemption Date and
the principal amount of Securities to be redeemed and whether it wants the
Trustee to give notice of redemption to the Holders.

     If the Company elects to reduce the principal amount of Securities to be
redeemed pursuant to Paragraph 5 of the Securities by crediting against any such
redemption Securities it has not previously delivered to the Trustee for
cancellation, it shall so notify the Trustee of the amount of the reduction and
deliver such Securities with such notice.

     The Company shall give each notice to the Trustee provided for in this
Section 3.2 at least 45 days before the Redemption Date (unless a shorter notice
period shall be satisfactory to the Trustee). Any such notice may be cancelled
at any time prior to notice of such redemption being mailed to any Holder and
shall thereby be void and of no effect.

SECTION 3.3.  Selection of Securities to be Redeemed.

     If less than all of the Securities are to be redeemed pursuant to Paragraph
5 thereof, the Trustee shall select the Securities to be redeemed on a pro rata
basis, by lot, by a method that complies with the requirements of any exchange
on which the Securities are listed or by such other method as the Trustee shall
determine to be fair and appropriate.

     The Trustee shall make the selection from the Securities outstanding and
not previously called for redemption and shall promptly notify the Company in
writing of the Securities selected for redemption and, in the case of any
Security selected for partial redemption, the principal amount thereof to be

<PAGE>   46
                                      -40-


redeemed. Securities in denominations of $1,000 may be redeemed only in whole.
The Trustee may select for redemption portions (equal to $1,000 or any integral
multiple thereof) of the principal of Securities that have denominations larger
than $1,000. Provisions of this Indenture that apply to Securities called for
redemption also apply to portions of Securities called for redemption.

SECTION 3.4.  Notice of Redemption.

     At least 30 days but not more than 60 days before a Redemption Date, the
Company shall mail or cause to be mailed a notice of redemption by first class
mail, postage prepaid, to the Trustee and each Holder whose Securities are to be
redeemed to such Holder's last address as then shown on the registry books of
the Registrar. At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at the Company's expense. Each notice for
redemption shall identify the Securities to be redeemed and shall state:

      (1)   the Redemption Date;

      (2)   the Redemption Price, including the amount of accrued and unpaid
            interest to be paid upon such redemption;

      (3)   the name, address and telephone number of the Paying Agent;

      (4)   that Securities called for redemption must be surrendered to the
            Paying Agent at the address specified in such notice to collect the
            Redemption Price;

      (5)   that, unless the Company defaults in its obligation to deposit cash
            or U.S. Government Obligations which through the scheduled payment
            of principal and interest in respect thereof in accordance with
            their terms will provide, not later than one day before the due date
            of any payment, cash in an amount to fund the Redemption Price with
            the Paying Agent in accordance with Section 3.6 hereof or such
            redemption payment is otherwise prohibited, interest on Securities
            called for redemption ceases to accrue on and after the Redemption
            Date and the only remaining right of the Holders of such Securities
            is to receive payment of the Redemption Price, including accrued and
            unpaid interest to the Redemption Date, upon surrender to the Paying
            Agent of the Securities called for redemption and to be redeemed;

      (6)   if any Security is being redeemed in part, the portion of the
            principal amount equal to the unredeemed portion thereof, of such
            Security to be redeemed and that, on or after the Redemption Date,
            and upon surrender of such Security, a new Security or Securities in
            aggregate principal amount equal to the unredeemed portion thereof
            will be issued upon cancellation of the original Security;

      (7)   if less than all the Securities are to be redeemed, the
            identification of the particular Securities (or portion thereof) to
            be redeemed, as well as the aggregate principal amount of such
            Securities to be redeemed and the aggregate principal amount of
            Securities to be outstanding after such partial redemption;

<PAGE>   47
                                      -41-


      (8)   the CUSIP number of the Securities to be redeemed; and

      (9)   that the notice is being sent pursuant to this Section 3.4 and
            pursuant to the optional redemption provisions of Paragraph 5 of the
            Securities.

SECTION 3.5.  Effect of Notice of Redemption.

     Once notice of redemption is mailed in accordance with Section 3.4,
Securities called for redemption become due and payable on the Redemption Date
and at the Redemption Price, including accrued and unpaid interest to the
Redemption Date. Upon surrender to the Trustee or Paying Agent, such Securities
called for redemption shall be paid at the Redemption Price, including interest,
if any, accrued and unpaid to the Redemption Date; provided that if the
Redemption Date is after a regular Record Date and on or prior to the Interest
Payment Date to which such Record Date relates, the accrued interest shall be
payable to the Holder of the redeemed Securities registered on the relevant
Record Date; and provided, further that if a Redemption Date is a non-Business
Day, payment shall be made on the next succeeding Business Day and no interest
shall accrue for the period from such Redemption Date to such succeeding
Business Day.

SECTION 3.6.  Deposit of Redemption Price.

     On or prior to the Redemption Date, the Company shall deposit with the
Trustee or the Paying Agent (other than the Company or an Affiliate of the
Company) cash or U.S. Government Obligations sufficient to pay the Redemption
Price of, including accrued and unpaid interest on, all Securities to be
redeemed on such Redemption Date (other than Securities or portions thereof
called for redemption on that date that have been delivered by the Company to
the Trustee for cancellation). The Trustee or the Paying Agent shall promptly
return to the Company any cash or U.S. Government Obligations so deposited which
is not required for that purpose upon the written request of the Company.

     If the Company complies with the preceding paragraph and the other
provisions of this Article 3 and payment of the Securities called for redemption
is not otherwise prohibited, interest on the Securities to be redeemed will
cease to accrue on the applicable Redemption Date, whether or not such
Securities are presented for payment. Notwithstanding anything herein to the
contrary, if any Security surrendered for redemption in the manner provided in
the Securities shall not be so paid upon surrender for redemption because of the
failure of the Company to comply with the preceding paragraph, interest shall
continue to accrue and be paid from the Redemption Date until such payment is
made on the unpaid principal, and, to the extent lawful, on any interest not
paid on such unpaid principal, in each case at the rate and in the manner
provided in Section 4.1 hereof and the Security.

SECTION 3.7.  Securities Redeemed in Part.

     Upon surrender of a Security that is to be redeemed in part, the Company
shall issue and the Trustee shall authenticate and deliver to the Holder, at the
expense of the Company, a new Security or Securities equal in principal amount
to the unredeemed portion of the Security surrendered.

<PAGE>   48
                                      -42-


                                    ARTICLE 4

                                    COVENANTS


SECTION 4.1.  Payment of Securities.

     The Company shall pay or cause to be paid the principal of, premium, if
any, and interest on the Securities on the dates and in the manner provided in
this Indenture and the Securities. Principal, premium, if any, and interest
shall be considered paid on the date due if the Trustee or the Paying Agent, if
other than the Company or a Subsidiary of the Company, holds as of 10:00 a.m.
New York City Time on the due date money deposited by the Company in immediately
available funds and designated for and sufficient to pay all principal, premium,
if any, and interest then due. The Trustee or such Paying Agent shall return to
the Company, no later than three days following the date of payment, any money
that exceeds such amount of principal, premium, if any, and interest to be paid
on the Securities.

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

SECTION 4.2.  Maintenance of Office or Agency.

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

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

     The Company hereby designates The Bank of New York, Corporate Trust
Department, 101 Barclay Street, 21st Floor West, New York, New York 10286 as one
such office or agency of the Company in accordance with Section 2.3 hereof.

<PAGE>   49
                                      -43-


SECTION 4.3.  Reports.

     (a) Whether or not the Company is required by the rules and regulations of
the Commission or subject to the reporting requirements of Section 13 or 15(d)
of the Exchange Act, for so long as any of the Securities are outstanding, the
Company shall deliver to the Trustee, within 15 days after it files or would
have been required to file such with the Commission, annual and quarterly
financial statements equivalent to financial statements that would be required
to be contained in a report filed with the Commission on Forms 10-Q and 10-K, if
the Company were required by the rules and regulations of the Commission or
subject to the requirements of Section 13 or 15(d) of the Exchange Act,
including, with respect to annual information only, a report thereon by the
Company's certified independent public accountants as such would be required in
such reports to the Commission, and, in each case, together with a "Management's
Discussion and Analysis of Financial Condition and Results of Operations" which
would be so required. In addition, whether or not required by the rules and
regulations of the Commission, the Company will file a copy of all such
information and reports with the Commission for public availability (unless the
Commission will not accept such a filing) and will make such information
available to securities analysts and prospective investors upon request. All
obligors on the Securities shall comply with the provisions of TIA Section
314(a).

     (b) The Trustee, at the Company's expense, shall promptly mail copies of
all such annual reports, information, documents and other reports provided to
the Trustee pursuant to Section 4.3(a) hereof to the Holders at their addresses
appearing in the register of Securities maintained by the Registrar. The Company
shall provide the Trustee with a sufficient number of copies of all reports and
other documents and information that the Trustee may be required to deliver to
the Holders under this Section 4.3.

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

SECTION 4.4.  Compliance Certificate; Notice of Default.

     (a) The Company shall deliver to the Trustee, within 120 days after the end
of each fiscal year, an Officers' Certificate complying with Section 314(a)(4)
of the TIA and stating that a review of the activities of the Company and its
Subsidiaries during the preceding fiscal year has been made under the
supervision of the signing Officers with a view to determining whether each has
kept, observed, performed and fulfilled its obligations under this Indenture,
and further stating, as to each such Officer signing such certificate, that to
the best of his or her knowledge each entity 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 shall have
occurred, describing all such Defaults or Events of Default of which he or she
may have knowledge and what action each is taking or proposes to take with
respect thereto, all without regard to periods of grace or notice requirements,
and that to the best of his or her knowledge no

<PAGE>   50
                                      -44-


event has occurred and remains in existence by reason of which payments on
account of the principal of or interest, if any, on the Securities is prohibited
or if such event has occurred, a description of the event and what action each
is taking or proposes to take with respect thereto. The Officers' Certificate
shall also notify the Trustee should the relevant fiscal year end on any date
other than the current fiscal year end date.

     (b) So long as not contrary to the then current recommendations of the
American Institute of Certified Public Accountants, the year-end financial
statements delivered pursuant to Section 4.3 above shall be accompanied by a
written statement of the Company's certified independent public accountants (who
shall be a firm of established national reputation) that in making the
examination necessary for certification of such financial statements nothing has
come to their attention which would lead them to believe that the Company or any
Subsidiary of the Company has violated any provisions of Article 4 or of Article
5 of this Indenture or, if any such violation has occurred, specifying the
nature and period of existence thereof, it being understood that such
accountants shall not be liable directly or indirectly to any Person for any
failure to obtain knowledge of any such violation.

     (c) The Company shall, so long as any of the Securities are outstanding,
deliver to the Trustee, forthwith upon any Officer becoming actually aware of
any Default or Event of Default, an Officers' Certificate specifying such
Default or Event of Default and what action the Company is taking or proposes to
take with respect thereto. The Trustee shall not be deemed to have knowledge of
any Default or any Event of Default unless one of its Responsible Officers
receives written notice thereof from the Company or any of the Holders.

SECTION 4.5.  Taxes.

     The Company shall pay, and shall cause each of its Subsidiaries to pay,
prior to delinquency, all material taxes, assessments, and governmental levies
except (i) as contested in good faith by appropriate proceedings and with
respect to which appropriate reserves have been taken in accordance with GAAP or
(ii) where the failure to effect such payment is not adverse in any material
respect to the Holders.

SECTION 4.6.  Stay, Extension and Usury Laws.

     The Company covenants (to the extent that it may lawfully do so) that it
shall not at any time insist upon, plead, or in any manner whatsoever claim or
take the benefit or advantage of, any stay, extension or usury law wherever
enacted, now or at any time hereafter in force, that may affect the covenants or
the performance of this Indenture; and the Company (to the extent that it may
lawfully do so) hereby expressly waives all benefit or advantage of any such
law, and covenants that it 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.

<PAGE>   51
                                      -45-


SECTION 4.7.  Limitations on Restricted Payments.

     The Company shall not, and shall not permit any of its Subsidiaries to,
directly or indirectly: (i) declare or pay any dividend or make any distribution
on account of the Equity Interests of the Company or any of its Subsidiaries
(other than (x) dividends or distributions payable in Qualified Equity Interests
of the Company, (y) dividends or distributions payable to the Company or any
Subsidiary of the Company, and (z) dividends or distributions by any Subsidiary
of the Company payable to all holders of a class of Equity Interests of such
Subsidiary on a pro rata basis); (ii) purchase, redeem or otherwise acquire or
retire for value any Equity Interests of the Company or any of its Subsidiaries;
(iii) make any principal payment on, or purchase, redeem, defease or otherwise
acquire or retire for value any Subordinated Indebtedness, except at the
original final maturity date thereof; or (iv) make any Restricted Investment
(all such payments and other actions set forth in clauses (i) through (iv) above
being collectively referred to as "Restricted Payments"), unless, at the time of
and after giving effect to such Restricted Payment (the amount of any such
Restricted Payment, if other than cash or Cash Equivalents, shall be the fair
market value (as conclusively evidenced by a resolution of the Board of
Directors set forth in an Officers' Certificate delivered to the Trustee within
60 days prior to the date of such Restricted Payment) of the asset(s) proposed
to be transferred by the Company or such Subsidiary, as the case may be,
pursuant to such Restricted Payment):

     (a) no Default or Event of Default shall have occurred and be continuing or
would occur as a consequence thereof; and

     (b) the Company would, at the time of such Restricted Payment and after
giving pro forma effect thereto as if such Restricted Payment had been made at
the beginning of the Reference Period immediately preceding the date of such
Restricted Payment, have been permitted to incur at least $1.00 of additional
Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the
first paragraph of Section 4.9 hereof; and

     (c) such Restricted Payment, together with the aggregate of all other
Restricted Payments made by the Company and its Subsidiaries after December 31,
1995 (excluding Restricted Payments permitted by clauses (ii), (iii), (iv) and
(v) of the next succeeding paragraph), is less than the sum (without
duplication) of (1) 50% of the Consolidated Net Income of the Company for the
period (taken as one accounting period) from the beginning of the first fiscal
quarter commencing after December 31, 1995 to the end of the Company'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 for such period is a deficit, less 100% of such deficit), plus (2) 100%
of the aggregate net cash proceeds received by the Company from the issue or
sale (other than to a Subsidiary of the Company) since December 31, 1995 of
Qualified Equity Interests of the Company or of debt securities of the Company
or any of its Subsidiaries that have been converted into or exchanged for such
Qualified Equity Interests of the Company, plus(3) to the extent that any
Restricted Investment that was made after the Issue Date is sold for cash or
otherwise liquidated or repaid for cash, the lesser of (A) the cash return of
capital with respect to such Restricted Investment (net of taxes and the cost of
disposition, if any) or (B) the initial amount of such Restricted Investment,
plus (4) $20 million. The foregoing provisions shall not prohibit the following
Restricted Payments:

<PAGE>   52
                                      -46-


            (i)   the payment of any dividend within 60 days after the date of
                  declaration thereof, if at said date of declaration such
                  payment would have otherwise complied with the provisions
                  hereof;

            (ii)  the redemption, repurchase, retirement or other acquisition of
                  any Equity Interests of the Company or any Subsidiary in
                  exchange for, or out of the net cash proceeds of, the
                  substantially concurrent sale (other than to a Subsidiary of
                  the Company) of Qualified Equity Interests of the Company;
                  provided that the amount of any such net cash proceeds that
                  are utilized for any such redemption, repurchase, retirement
                  or other acquisition shall be excluded from clause (c)(2) of
                  the preceding paragraph;

            (iii) the defeasance, redemption or repurchase of Subordinated
                  Indebtedness with the net cash proceeds from an incurrence of
                  Permitted Refinancing Indebtedness or in exchange for or out
                  of the net cash proceeds from the substantially concurrent
                  sale (other than to a Subsidiary of the Company) of Qualified
                  Equity Interests of the Company; provided that the amount of
                  any such net cash proceeds that are utilized for any such
                  redemption, repurchase, retirement or other acquisition shall
                  be excluded from clause (c)(2) of the preceding paragraph; and

            (iv)  any purchase or defeasance of Subordinated Indebtedness to the
                  extent required upon a change of control or asset sale (as
                  defined therein) by the indenture or other agreement or
                  instrument pursuant to which such Subordinated Indebtedness
                  was issued, but only if the Company (1) in the case of a
                  Change of Control, has complied with its obligations under the
                  provisions described under Section 4.13 of this Indenture or
                  (2) in the case of an Asset Sale, has applied the Net Proceeds
                  from such Asset Sale in accordance with the provisions under
                  Sections 2.15 and 4.10 of this Indenture;

provided, however, in the case of each of clauses (ii), (iii) and (iv) of this
paragraph, no Default or Event of Default shall have occurred and be continuing
at the time of such Restricted Payment or would occur as a consequence thereof.

     Not later than the date of making any Restricted Payment, the Company shall
deliver to the Trustee an Officers' Certificate stating that such Restricted
Payment is permitted and setting forth the basis upon which the calculations
required by this covenant were computed.

SECTION 4.8.  Limitations on Dividend and Other Payment Restrictions Affecting
              Subsidiaries.

     The Company shall not, and shall not permit any of its Subsidiaries to,
directly or indirectly, create or otherwise cause or suffer to exist or become
effective any consensual Transfer Restriction (other than a consensual Transfer
Restriction with respect to any Receivables Subsidiary), except for such
Transfer Restrictions existing under or by reason of:

<PAGE>   53
                                      -47-


     (a) Existing Indebtedness as in effect on the Issue Date,

     (b) this Indenture,

     (c) applicable law,

     (d) any instrument governing Indebtedness or Capital Stock of a Person
acquired by the Company or any of its Subsidiaries as in effect at the time of
such acquisition (except to the extent such Indebtedness was incurred in
connection with or in contemplation of such acquisition or in violation of
Section 4.9 hereof), which encumbrance or restriction is not applicable to any
Person, or the properties or assets of any Person, other than the Person, or the
property or assets of the Person, so acquired, provided that the Consolidated
Cash Flow of such Person shall not be taken into account in determining whether
such acquisition was permitted by the terms hereof except to the extent that
such Consolidated Cash Flow would be permitted to be dividended to the Company
without the prior consent or approval of any third party,

     (e) customary non-assignment provisions in leases entered into in the
ordinary course of business,

     (f) purchase money obligations for property acquired in the ordinary course
of business that impose restrictions on the ability of any of the Company's
Subsidiaries to transfer the property so acquired to the Company or any of its
Subsidiaries,

     (g) Permitted Refinancing Indebtedness, provided that the restrictions
contained in the agreements governing such Permitted Refinancing Indebtedness
are no more restrictive than those contained in the agreements governing the
Indebtedness being refinanced, or

     (h) the Credit Agreement and related documentation as the same is in effect
on the Issue Date and as amended or replaced from time to time, provided that no
such amendment or replacement is more restrictive as to Transfer Restrictions
than the Credit Agreement and related documentation as in effect on the Issue
Date.

     Nothing contained in this Section 4.8 shall prevent the Company or any
Subsidiary of the Company from creating, incurring, assuming or suffering to
exist any Permitted Liens or entering into agreements in connection therewith
that impose restrictions on the transfer or disposition of the property or
assets subject to such Permitted Liens.

SECTION 4.9.  Limitations on Incurrence of Indebtedness and Issuance of
              Preferred Stock.

     The Company shall not, and shall not permit any of its 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") after the Issue Date any Indebtedness (including
Acquired Debt) and the Company will not permit any of its Subsidiaries to issue
any shares of preferred stock; provided, however, that the Company and its
Subsidiaries may incur Indebtedness (including Acquired Debt) if the Fixed
Charge Coverage Ratio for the Reference Period immediately preceding the

<PAGE>   54
                                      -48-


date on which such additional Indebtedness is incurred would have been at least
2.5 to 1, in each case determined on a pro forma basis (including a pro forma
application of the net proceeds therefrom), as if the additional Indebtedness
had been incurred at the beginning of such Reference Period. Indebtedness
consisting of reimbursement obligations in respect of a letter of credit shall
be deemed to be incurred when the letter of credit is first issued.

     The foregoing provision shall not apply to:

     (a) the incurrence by the Company or any of its Subsidiaries of
Indebtedness pursuant to the Credit Agreement in an aggregate principal amount
at any time outstanding (with letters of credit being deemed to have a principal
amount equal to the maximum potential reimbursement obligation of the Company or
any Subsidiary with respect thereto) not to exceed an amount equal to $175.0
million;

     (b) the incurrence by the Company and the Guarantors of Indebtedness
represented by the Securities;

     (c) the incurrence by the Company or any of its Subsidiaries of Permitted
Refinancing Indebtedness in exchange for, or the net proceeds of which are used
to extend, refinance, renew, replace, defease or refund, Indebtedness that was
permitted by this Indenture to be incurred (including, without limitation,
Existing Indebtedness);

     (d) the incurrence by the Company or any of its Subsidiaries of
intercompany Indebtedness between or among the Company and any of its
Subsidiaries; provided that in the case of such Indebtedness of the Company,
such obligations shall be unsecured;

     (e) the incurrence by the Company or any of its Subsidiaries of Hedging
Obligations that are incurred for the purpose of fixing or hedging interest rate
or currency risk with respect to any fixed or floating rate Indebtedness that is
permitted by the terms hereof to be outstanding or any receivable or liability
the payment of which is determined by reference to a foreign currency; provided
that the notional principal amount of any such Hedging Obligation does not
exceed the principal amount of the Indebtedness or the amount of such receivable
or liability to which such Hedging Obligation relates;

     (f) the incurrence by the Company or any of its Subsidiaries of
Indebtedness represented by performance bonds, warranty or contractual service
obligations, standby letters of credit or appeal bonds, in each case to the
extent incurred in the ordinary course of business of the Company or such
Subsidiary;

     (g) the incurrence by Receivables Subsidiaries of Indebtedness not to
exceed $100.0 million in the aggregate at any time outstanding; provided that
(x) the Company has received customary legal or accounting opinions (or advice
from a nationally recognized rating agency) that such Receivables Subsidiary is
"bankruptcy remote" or otherwise would not be consolidated with the Company in a
bankruptcy proceeding and that the sale of receivables to such Receivables
Subsidiary qualify as a "true sale" and (y) such Indebtedness is otherwise
non-recourse to the assets of the Company and its Subsidiaries other than a
Receivables Subsidiary; and

<PAGE>   55
                                      -49-


     (h) the incurrence by the Company or any of its Subsidiaries of
Indebtedness (in addition to Indebtedness permitted by any other clause of this
paragraph) in an aggregate principal amount at any time outstanding not to
exceed $100.0 million.

     For purposes of determining any particular amount of Indebtedness under
this covenant, guarantees, Liens or obligations with respect to letters of
credit supporting Indebtedness otherwise included in the determination of such
particular amount shall not be included. For purposes of determining compliance
with this covenant, (i) in the event that an item of Indebtedness meets the
criteria of more than one of the types of Indebtedness permitted by the second
paragraph of this covenant, the Company shall classify such item of Indebtedness
and only be required to include the amount and type of such Indebtedness in one
of the categories of permitted Indebtedness described above and (ii) the
outstanding principal amount on any date of any Indebtedness issued with
original issue discount is the face amount of such Indebtedness less the
remaining unamortized portion of the original issue discount of such
Indebtedness on such date.

SECTION 4.10.  Asset Sales.

     The Company shall not, and shall not permit any of its Subsidiaries to,
consummate an Asset Sale, unless (i) the Company (or the Subsidiary, as the case
may be) receives consideration at the time of such Asset Sale at least equal to
the fair market value (as conclusively determined by a resolution of the Board
of Directors set forth in an Officers' Certificate delivered to the Trustee) of
the assets or Equity Interests issued or sold or otherwise disposed of and (ii)
at least 75% of the consideration therefor received by the Company or such
Subsidiary is in the form of cash or Cash Equivalents; provided that for
purposes of this provision, (x) the amount of (A) any liabilities (as shown on
the most recent balance sheet of the Company or such Subsidiary or in the notes
thereto) of the Company or such Subsidiary (other than liabilities that are by
their terms subordinated to the Securities or the Guarantees) that are assumed
by the transferee of any such assets and (B) any securities or other obligations
received by the Company or any such Subsidiary from such transferee that are
immediately converted by the Company or such Subsidiary into cash or Cash
Equivalents (or as to which the Company or such Subsidiary has received at or
prior to the consummation of the Asset Sale a commitment (which may be subject
to customary conditions) from a nationally recognized investment, merchant or
commercial bank to convert into cash or Cash Equivalents within 90 days of the
consummation of such Asset Sale and which are thereafter actually converted into
cash or Cash Equivalents within such 90-day period) shall be deemed to be cash
or Cash Equivalents (but shall not be deemed to be Net Proceeds for purposes of
the following provisions until reduced to cash or Cash Equivalents) and (y) the
fair market value of any Non-Cash Consideration received by the Company or a
Subsidiary in any Non-Qualified Asset Sale shall be deemed to be cash to the
extent that the aggregate fair market value (as conclusively determined by
resolution of the Board of Directors set forth in any Officers' Certificate
delivered to the Trustee) of all Non-Cash Consideration (measured at the time
received and without giving effect to any subsequent changes in value) received
by the Company or any of its Subsidiaries since the Issue Date in all
Non-Qualified Asset Sales does not exceed 6% of the Company's Stockholders'
Equity as of the date of such consummation. Notwithstanding the foregoing, to
the extent the Company or any of its Subsidiaries receives Non-Cash
Consideration as proceeds of an Asset Sale, such Non-Cash Consideration shall be
deemed to be Net Proceeds for purposes of (and shall be applied in accordance
with) the following

<PAGE>   56
                                      -50-


provisions when the Company or such Subsidiary receives cash or Cash Equivalents
from a sale, repayment, exchange, redemption or retirement of or extraordinary
dividend or return of capital on such Non-Cash Consideration.

     Within 365 days after the receipt of any Net Proceeds from an Asset Sale,
the Company or such Subsidiary may apply such Net Proceeds (i) to purchase one
or more Nursing Facilities or Related Businesses and/or a controlling interest
in the Capital Stock of a Person owning one or more Nursing Facilities and/or
one or more Related Businesses, (ii) to make a capital expenditure or to acquire
other tangible assets, in each case, that are used or useful in any business in
which the Company is permitted to be engaged pursuant to Section 4.15 hereof or
(iii) to permanently reduce Indebtedness (other than Subordinated Indebtedness)
of the Company or its Subsidiaries. Pending the final application of any such
Net Proceeds, the Company or such Subsidiary may temporarily reduce Indebtedness
or otherwise invest such Net Proceeds in any manner that is not prohibited by
the terms hereof. Any Net Proceeds from Asset Sales that are not so invested or
applied shall be deemed to constitute "Excess Proceeds." When the aggregate
amount of Excess Proceeds exceeds $25 million, the Company shall make an offer
to all Holders of Securities and holders of any other Indebtedness of the
Company ranking on a parity with the Securities from time to time outstanding
with similar provisions requiring the Company to make an offer to purchase or to
redeem such Indebtedness with proceeds from any Asset Sales, pro rata in
proportion to the respective principal amounts of the Securities and such other
Indebtedness then outstanding (a "Senior Asset Sale Offer") to purchase the
maximum principal amount of Securities and such other Indebtedness that may be
purchased out of the Excess Proceeds, at an offer price in cash equal to 100% of
the principal amount thereof plus accrued and unpaid interest thereon, if any,
to the date of purchase (the "Purchase Price"), in accordance with the
procedures set forth in Section 2.15 hereof. To the extent that the aggregate
amount of Securities and such other Indebtedness tendered pursuant to a Senior
Asset Sale Offer is less than the Excess Proceeds, the Company may use any
remaining Excess Proceeds for general corporate purposes not prohibited at the
time by the provisions of this Indenture. If the aggregate principal amount of
Securities and such other Indebtedness surrendered by holders thereof exceeds
the amount of Excess Proceeds, the Securities and such other Indebtedness shall
be purchased on a pro rata basis. Upon completion of a Senior Asset Sale Offer,
the amount of Excess Proceeds shall be reset at zero.

SECTION 4.11.  Limitations on Transactions With Affiliates.

     The Company shall not, and shall not permit any of its Subsidiaries to,
sell, lease, transfer or otherwise dispose of any of their properties or assets
to, or purchase any property or assets from, or enter into or make any contract,
agreement, understanding, loan, advance or guarantee with, or for the benefit
of, any Affiliate (each of the foregoing, an "Affiliate Transaction") unless (i)
such Affiliate Transaction is on terms that are no less favorable to the Company
or the relevant Subsidiary than those that could have been obtained in a
comparable transaction by the Company or such Subsidiary with an unrelated
Person and (ii) the Company delivers to the Trustee (a) with respect to any
Affiliate Transaction involving aggregate

<PAGE>   57
                                      -51-


consideration in excess of $5.0 million, a resolution of the Board of Directors
set forth in an Officers' Certificate certifying that such Affiliate Transaction
complies with clause (i) above and that such Affiliate Transaction was approved
by a majority of the disinterested members of the Board of Directors and (b)
with respect to any Affiliate Transaction involving aggregate consideration in
excess of $10.0 million, an opinion as to the fairness of such Affiliate
Transaction to the Company or such Subsidiary from a financial point of view
issued by an investment banking firm of national standing; provided that (x)
transactions or payments pursuant to any employment arrangements, director or
officer indemnification agreements or employee or director benefit plans entered
into by the Company or any of its Subsidiaries in the ordinary course of
business of the Company or such Subsidiary, (y) transactions between or among
the Company and/or its Subsidiaries and (z) Restricted Payments permitted under
Section 4.7 hereof, in each case, shall not be deemed to be Affiliate
Transactions.

SECTION 4.12.  Limitations on Liens.

     The Company shall not, and shall not permit any of its Subsidiaries to,
directly or indirectly, create, incur, assume or suffer to exist any Lien
(except Permitted Liens) on any asset now owned or hereafter acquired, or any
income or profits therefrom or assign or convey any right to receive income
therefrom unless all payments due hereunder and under the Securities are secured
on an equal and ratable basis with the Obligations so secured until such time as
such Obligations are no longer secured by a Lien.

SECTION 4.13.  Change of Control.

     Upon the occurrence of a Change of Control, each Holder of Securities shall
have the right to require the Company to repurchase all or any part (equal to
$1,000 or an integral multiple thereof) of such Holder's Securities pursuant to
the offer described below (the "Change of Control Offer") at an offer price in
cash equal to 101% of the aggregate principal amount thereof plus accrued and
unpaid interest, if any, thereon to the date of purchase (the "Change of Control
Payment") on a date that is not more than 90 days after the occurrence of such
Change of Control (the "Change of Control Payment Date").

     Within 45 days following any Change of Control, the Company shall mail or
at the Company's request, the Trustee will mail, a notice of a Change of Control
to each Holder (at its last registered address with a copy to the Trustee and
the Paying Agent) offering to repurchase the Securities held by such Holder
pursuant to the procedures specified in such notice. The Change of Control Offer
shall remain open from the time of mailing until at least the close of business
on the third Business Day preceding the Change of Control Payment Date. The
notice, which shall govern the terms of the Change of Control Offer, shall
contain all instructions and materials necessary to enable the Holders to tender
Securities pursuant to the Change of Control Offer and shall state:

      (1)   that the Change of Control Offer is being made pursuant to this
            Section 4.13 and that all Securities tendered will be accepted for
            payment;

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

      (3)   that any Security not tendered will continue to accrue interest in
            accordance with the terms of this Indenture;

<PAGE>   58
                                      -52-


      (4)   that, unless the Company defaults in the payment of the Change of
            Control Payment, all Securities accepted for payment pursuant to the
            Change of Control Offer will cease to accrue interest after the
            Change of Control Payment Date;

      (5)   that Holders electing to have a Security purchased pursuant to any
            Change of Control Offer will be required to surrender the Security,
            with the form entitled "Option of Holder to Elect Purchase" on the
            reverse of the Security completed, to the Company, a depositary, if
            appointed by the Company, or a Paying Agent at the address specified
            in the notice prior to the close of business on the Business Day
            next preceding the Change of Control Payment Date;

      (6)   that Holders will be entitled to withdraw their election if the
            Company, depositary or Paying Agent, as the case may be, receives,
            not later than the close of business on the third Business Day next
            preceding the Change of Control Payment Date, a facsimile
            transmission or letter setting forth the name of the Holder, the
            principal amount of the Security the Holder delivered for purchase,
            and a statement that such Holder is withdrawing his election to have
            such Security purchased;

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

      (8)   the circumstances and relevant facts regarding such Change of
            Control and any other information that would be material to a
            decision as to whether to tender a Security pursuant to the Change
            of Control Offer.

     On the Change of Control Payment Date, the Company shall, to the extent
lawful, (i) accept for payment all Securities or portions thereof properly
tendered and not withdrawn pursuant to the Change of Control Offer, (ii) deposit
with the Paying Agent an amount equal to the Change of Control Payment in
respect of all Securities or portions thereof so tendered and (iii) deliver or
cause to be delivered to the Trustee the Securities so accepted together with an
Officers' Certificate stating the aggregate principal amount of Securities or
portions thereof being purchased by the Company. The Paying Agent shall promptly
mail to each Holder of Securities so tendered the Change of Control Payment for
such Securities, and the Trustee shall promptly authenticate and mail (or cause
to be transferred by book entry) to each Holder a new Security equal in
principal amount to any unpurchased portion of the Securities surrendered, if
any; provided that each such new Security shall be in a principal amount of
$1,000 or an integral multiple thereof. The Company shall publicly announce the
results of the Change of Control Offer on or as soon as practicable after the
Change of Control Payment Date.

     The Company shall comply with the requirements of Rule 14e-1 under the
Exchange Act and any other securities laws and regulations thereunder to the
extent such laws and regulations are applicable in connection with the
repurchase of Securities as a result of a Change of Control.

<PAGE>   59
                                      -53-


SECTION 4.14.  Corporate Existence.

     Subject to Section 4.13 and Article 5 hereof, the Company shall do or cause
to be done all things necessary to preserve and keep in full force and effect
(i) its corporate existence, and the corporate, partnership or other existence
of each of its Subsidiaries, in accordance with the respective organizational
documents (as the same may be amended from time to time) of each Subsidiary and
(ii) the rights (charter and statutory), licenses and franchises of the Company
and its Subsidiaries; provided, however, that the Company shall not be required
to preserve any such right, license or franchise, or the corporate, partnership
or other existence of any of its Subsidiaries, if the Board of Directors shall
determine that the preservation thereof is no longer desirable in the conduct of
the business of the Company and its Subsidiaries, taken as a whole, and that the
loss thereof is not adverse in any material respect to the Holders.

SECTION 4.15.  Line of Business.

     The Company shall not, and shall not permit any of its Subsidiaries to,
engage to any material extent in any business other than the ownership,
operation and management of Nursing Facilities and Related Businesses.


                                    ARTICLE 5

                                   SUCCESSORS


SECTION 5.1.  Limitations on Mergers, Consolidations or Sales of Assets.

     The Company may not consolidate or merge with or into (whether or not the
Company is the surviving corporation), or sell, assign, transfer, lease, convey
or otherwise dispose of all or substantially all of its properties or assets in
one or more related transactions, to another Person unless:

            (i)   the Company is the surviving corporation or the Person formed
                  by or surviving any such consolidation or merger (if other
                  than the Company) or to which such sale, assignment, transfer,
                  lease, conveyance or other disposition shall have been made is
                  a corporation organized or existing under the laws of the
                  United States, any state thereof or the District of Columbia;

            (ii)  the Person formed by or surviving any such consolidation or
                  merger (if other than the Company) or the Person to which such
                  sale, assignment, transfer, lease, conveyance or other
                  disposition shall have been made assumes all the Obligations
                  of the Company under this Indenture and the Securities
                  pursuant to a supplemental indenture in a form reasonably
                  satisfactory to the Trustee;

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

<PAGE>   60
                                      -54-


            (iv)  the Company or the Person formed by or surviving any such
                  consolidation or merger (if other than the Company), or to
                  which such sale, assignment, transfer, lease, conveyance or
                  other disposition shall have been made (A) shall have
                  Consolidated Net Worth immediately after the transaction equal
                  to or greater than the Consolidated Net Worth of the Company
                  immediately preceding the transaction and (B) shall, at the
                  time of such transaction and after giving pro forma effect
                  thereto as if such transaction had occurred at the beginning
                  of the Reference Period, be permitted to incur at least $1.00
                  of additional Indebtedness pursuant to the Fixed Charge
                  Coverage Ratio test set forth in the first paragraph of
                  Section 4.9 hereof.

     The Company shall deliver to the Trustee prior to the consummation of the
proposed transaction an Officers' Certificate covering clauses (i) through (iv)
above and an Opinion of Counsel covering clauses (i) and (ii) above, and each
stating that the proposed transaction and such supplemental indenture comply
with this Indenture. The Trustee shall be entitled to conclusively rely upon
such Officers' Certificate and Opinion of Counsel.

SECTION 5.2.  Successor Corporation or Person 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
Company in accordance with Section 5.1 hereof, the successor corporation or
Person formed by such consolidation or into or with which the Company 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 "Company" shall refer instead to the successor corporation or Person and not
to the Company), and may exercise every right and power of, the Company under
this Indenture with the same effect as if such successor corporation or Person
had been named as the Company, herein.


                                    ARTICLE 6

                              DEFAULTS AND REMEDIES


SECTION 6.1. Events of Default.

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

            (i)   default for 30 days in the payment when due of interest on the
                  Securities;

            (ii)  default in payment when due of the principal of, or premium,
                  if any, on the Securities, at maturity or otherwise;

<PAGE>   61
                                      -55-


              (iii)  failure by the Company or any Guarantor to comply with the
                     provisions of Section 4.10 or 4.13 hereof;

              (iv)   failure by the Company or any Guarantor for 30 days after
                     notice to comply with the provisions of Section 4.7 or 4.9
                     hereof;

              (v)    failure by the Company or any Guarantor for 60 days after
                     notice to comply with any of its agreements in this
                     Indenture or the Securities;

              (vi)   any default that occurs 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 Company or any of its Significant
                     Subsidiaries (or the payment of which is guaranteed by the
                     Company or any of its Significant Subsidiaries), whether
                     such Indebtedness or guarantee exists on the date hereof or
                     is created after the date hereof, which default (a)
                     constitutes 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 any
                     such Indebtedness, together with the principal amount of
                     any other such Indebtedness under which there has been a
                     Payment Default or that has been so accelerated, aggregates
                     in excess of $20.0 million;

              (vii)  failure by the Company or any of its Significant
                     Subsidiaries to pay a final judgment or judgments
                     aggregating in excess of $20.0 million entered by a court
                     or courts of competent jurisdiction against the Company or
                     such Significant Subsidiaries, which judgment or judgments
                     are not paid, discharged or stayed for a period of 60 days;

              (viii) any Guarantee shall cease, for any reason not permitted by
                     this Indenture, to be in full force and effect or any
                     Guarantor, or any Person acting on behalf of any Guarantor,
                     shall deny or disaffirm its obligations under its
                     Guarantee;

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

                     (a)    commences a voluntary case,

                     (b)    consents to the entry of an order for relief against
                            it in an involuntary case in which it is the debtor,

                     (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

<PAGE>   62
                                      -56-


                     (e)    admits in writing its inability generally to pay its
                            debts as the same become due; and

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

                     (a)    is for relief against the Company or any Significant
                            Subsidiary thereof in an in- voluntary case in which
                            it is the debtor,

                     (b)    appoints a Custodian of the Company or any
                            Significant Subsidiary thereof or for all or
                            substantially all of the property of the Company or
                            any Significant Subsidiary thereof, or

                     (c)    orders the liquidation of the Company or any
                            Significant Subsidiary thereof, and the order or
                            decree remains unstayed and in effect for 60
                            consecutive days.

     A Default under clause (iv) or (v) is not an Event of Default until the
Trustee notifies the Company in writing, or the Holders of at least 25% in
aggregate principal amount of the then outstanding Securities notify the Company
and the Trustee in writing, of the Default and the Company does not cure the
Default within 30 days, with respect to a Default under clause (iv), or 60 days,
with respect to a Default under clause (v), after receipt of such notice. The
written notice must specify the Default, demand that it be remedied and state
that the notice is a "Notice of Default."

SECTION 6.2.  Acceleration.

     If any Event of Default occurs (other than an Event of Default with respect
to the Company specified in clause (ix) or (x) of Section 6.1 hereof) and is
continuing, the Trustee by notice to the Company, or the Holders of at least 25%
in aggregate principal amount of the then outstanding Securities by written
notice to the Company and the Trustee, may declare the unpaid principal of,
premium, if any, and accrued and unpaid interest on all the Securities to be due
and payable immediately. Upon such declaration the principal, premium, if any,
and interest shall be due and payable immediately. If an Event of Default
specified in clause (ix) or (x) of Section 6.1 hereof occurs with respect to the
Company such an amount shall ipso facto become and be immediately due and
payable without further action or notice on the part of the Trustee or any
Holder.

SECTION 6.3.  Other Remedies.

     If an Event of Default occurs and is continuing, the Trustee may pursue any
available remedy to collect the payment of principal or interest on the
Securities or to enforce the performance of any provision of the Securities or
this Indenture.

     The Trustee may maintain a proceeding even if it does not possess any of
the Securities or does not produce any of them in the proceeding. A delay or
omission by the Trustee or any Holder in exercising any right or remedy accruing
upon an Event of Default shall not impair the right or remedy or
<PAGE>   63
                                      -57-


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

SECTION 6.4.  Waiver of Past Defaults.

     The Holders of not less than a majority in aggregate principal amount of
the Securities then outstanding by written notice to the Trustee may, on behalf
of the Holders of all of the Securities, 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 the principal of, premium, if any, or
interest on any Security. Upon any such waiver, such Default shall cease to
exist, and any Event of Default arising therefrom shall be deemed to have been
cured for every purpose of this Indenture; but no such waiver shall extend to
any subsequent or other Default or impair any right consequent thereon.

SECTION 6.5.  Control by Majority.

     Holders of the Securities may not enforce this Indenture or the Securities
except as provided in this Indenture. Subject to certain limitations, Holders of
a majority in principal amount of the then outstanding Securities 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.
The Trustee may take any other action which it deems proper which is not
inconsistent with any such direction.

SECTION 6.6.  Limitation on Suits.

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

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

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

            (iii) such Holder or Holders offer and, if requested, provide to the
                  Trustee indemnity satisfactory to the Trustee against any
                  loss, liability or expense;

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

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

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

<PAGE>   64
                                      -58-


SECTION 6.7.  Rights of Holders to Receive Payment.

     Notwithstanding any other provision of this Indenture, the right of any
Holder to receive payment of principal, premium, if any, and interest on the
Security, on or after the respective due dates expressed in the Security, 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 the Holder.

SECTION 6.8.  Collection Suit by Trustee.

     If an Event of Default specified in Section 6.1(i) or (ii) hereof occurs
and is continuing, the Trustee is authorized to recover judgment in its own name
and as trustee of an express trust against the Company or any other obligor for
the whole amount of principal, premium, if any, and interest remaining unpaid on
the Securities and interest on overdue principal and, to the extent lawful,
interest and such further amount as shall be sufficient to cover amounts due the
Trustee under Section 7.7 hereof, including the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel.

SECTION 6.9.  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 allowed in any judicial proceedings relative to the Company (or any
other obligor upon the Securities), 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 the Trustee under
Section 7.7 hereof. To the extent that the payment of any such compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel, and
any other amounts due the Trustee under Section 7.7 hereof out of the estate in
any such proceeding, shall be denied for any reason, payment of the same shall
be secured by a Lien on, and shall be paid out of any and all distributions,
dividends, money, securities and other properties which the Holders may be
entitled to receive in such proceeding whether in liquidation or under any plan
of reorganization or arrangement or otherwise. Nothing herein contained shall be
deemed to authorize the Trustee to authorize or consent to or accept or adopt on
behalf of any Holder any plan of reorganization, arrangement, adjustment or
composition affecting the Securities or the rights of any Holder thereof, or to
authorize the Trustee to vote in respect of the claim of any Holder in any such
proceeding.

SECTION 6.10.  Priorities.

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

<PAGE>   65
                                      -59-


     First: to the Trustee, its agents and attorneys for amounts due under
Section 7.7, including payment of all compensation, expense and liabilities
incurred, and all advances made, by the Trustee and the costs and expenses of
collection;

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

     Third: to the Company 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 upon five Business Days prior notice to
the Company.

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 does not apply to a suit by the Trustee, a suit by a Holder pursuant to
Section 6.7 hereof, or a suit by Holders of more than 10% in principal amount of
the then outstanding Securities.


                                    ARTICLE 7

                                     TRUSTEE


SECTION 7.1.  Duties of Trustee.

            (i)   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 their exercise, as a prudent man would exercise or
                  use under the circumstances in the conduct of his own affairs.

            (ii)  Except during the continuance of an Event of Default known to
                  the Trustee:

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

<PAGE>   66
                                      -60-


                  (b)   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 any such certificates or
                        opinions which by any provisions hereof are required to
                        be furnished to the Trustee, the Trustee shall examine
                        the certificates and opinions to determine whether or
                        not they conform to the requirements of this Indenture.

            (iii) 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:

                  (a)   this paragraph does not limit the effect of paragraph
                        (ii) of this Section;

                  (b)   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

                  (c)   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 6.5 hereof.

            (iv)  Whether or not therein expressly so provided, every provision
                  of this Indenture that in any way relates to the Trustee is
                  subject to paragraphs (i), (ii), and (iii) of this Section.

            (v)   No provision of this Indenture shall require the Trustee to
                  expend or risk its own funds or incur any liability. The
                  Trustee may refuse to perform any duty or exercise any right
                  or power unless it receives security and indemnity
                  satisfactory to it against any loss, liability or expense.

            (vi)  The Trustee shall not be liable for interest on any money
                  received by it except as the Trustee may agree in writing with
                  the Company. Absent written instruction from the Company, the
                  Trustee shall not be required to invest any such money. Money
                  held in trust by the Trustee need not be segregated from other
                  funds except to the extent required by law.

SECTION 7.2.  Rights of Trustee.

            (i)   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.

<PAGE>   67
                                      -61-


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

              (iii)  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.

              (iv)   The Trustee shall not be liable for any action it takes or
                     omits to take in good faith which it believes to be
                     authorized or within its rights or powers conferred upon it
                     by this Indenture. A permissive right granted to the
                     Trustee hereunder shall not be deemed an obligation to act.

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

              (vi)   The Trustee shall not be charged with knowledge of any
                     Default or Event of Default with respect to the Securities
                     unless either (1) a Responsible Officer shall have actual
                     knowledge of such Default or Event of Default or (2)
                     written notice of such Default or Event of Default shall
                     have been given to the Trustee by the Company, any
                     Guarantor or any other obligor on the Securities or by any
                     Holder of the Securities.

              (vii)  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 pursuant to this
                     Indenture, unless such Holders shall have offered to the
                     Trustee security or indemnity satisfactory to the Trustee
                     against the costs, expenses and liabilities which might be
                     incurred by it in compliance with such request or
                     direction.

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

              (ix)   The Trustee may request that the Company deliver an
                     Officers' Certificate setting forth the names of
                     individuals and/or titles of officers authorized at such
                     time to take specified actions pursuant to the 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 superceded.

<PAGE>   68
                                      -62-


SECTION 7.3.  Individual Rights of Trustee.

     The Trustee in its individual or any other capacity may become the owner or
pledgee of Securities and may otherwise deal with the Company or any Affiliate
of the Company with the same rights it would have if it were not Trustee. Any
Agent may do the same with like rights. However, the Trustee is subject to
Sections 7.10 and 7.11 hereof.

SECTION 7.4.  Trustee's Disclaimer.

     The Trustee shall not be responsible for and makes no representation as to
the validity or adequacy of this Indenture or the Securities, nor shall it be
accountable for the Company's use of the proceeds from the Securities or any
money paid to the Company or upon the Company's direction under any provision of
this Indenture, nor shall it be responsible for the use or application of any
money received by any Paying Agent other than the Trustee, nor shall it be
responsible for any statement or recital herein or any statement in the
Securities or any other document in connection with the sale of the Securities
or pursuant to this Indenture other than its certificate of authentication.

SECTION 7.5.  Notice of Defaults.

     The Company is required, upon becoming aware of any Default or Event of
Default, to deliver to the Trustee a statement specifying such Default or Event
of Default.

     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 such Default or Event of Default
occurs. Except in the case of a Default or Event of Default in payment on any
Security, 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.

SECTION 7.6.  Reports by Trustee to Holders.

     Within 60 days after each December 31 beginning with the December 31
following the Issue Date, the Trustee shall mail to the Holders a brief report
dated as of such reporting date that complies with TIA Section 313(a) (but if no
event described in TIA Section 313(a) has occurred within the twelve months
preceding the reporting date, no report need be transmitted). The Trustee also
shall comply with TIA Section 313(b). The Trustee shall also transmit by mail
all reports as required by TIA Section 313(c).

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

<PAGE>   69
                                      -63-


SECTION 7.7.   Compensation and Indemnity.

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

     The Company shall indemnify the Trustee against any and all losses,
liabilities, damages, claims or expenses including taxes (other than taxes based
on the income of the Trustee) incurred by it arising out of or in connection
with the acceptance of its duties and the administration of the trusts under
this Indenture, except as set forth below. The Trustee shall notify the Company
promptly of any claim for which it may seek indemnity. Failure by the Trustee to
so notify the Company shall not relieve the Company of its obligations
hereunder. The Company shall defend the claim and the Trustee shall cooperate in
the defense. The Trustee may have separate counsel and the Company shall pay the
reasonable fees and expenses of such counsel. The Company need not pay for any
settlement made without its consent, which consent shall not be unreasonably
withheld.

     In addition, the Trustee will not be under any obligation to exercise any
of its rights or powers under this Indenture at the request of any Holder of
Securities, unless such Holder shall have offered to the Trustee security and
indemnity satisfactory to it against any loss, liability or expense.

     The obligations of the Company under this Section 7.7 shall survive the
satisfaction and discharge of this Indenture.

     The Company need not reimburse any expense or indemnify against any loss or
liability incurred by the Trustee through its own negligence or bad faith.

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

     When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 6.1(ix) or (x) hereof occurs, the expenses and the
compensation for the services (including the fees and expenses of its agents and
counsel) are intended to constitute expenses of administration under any
Bankruptcy Law.

SECTION 7.8.   Replacement of Trustee.

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

<PAGE>   70

                                      -64-


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

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

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

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

     (4)  the Trustee becomes incapable of acting.

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

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

     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 hereof, such Holder
may petition any court of competent jurisdiction for the removal of the Trustee
and the appointment of a successor Trustee.

     A successor Trustee shall deliver a written acceptance of its appointment
to the retiring Trustee and to the Company. Thereupon, the resignation or
removal of the retiring Trustee shall become effective, and the successor
Trustee shall have all the rights, powers and duties of the Trustee under this
Indenture. The successor Trustee shall mail a notice of its succession to
Holders. The retiring Trustee shall promptly transfer all property held by it as
Trustee to the successor Trustee, provided all sums owing to the Trustee
hereunder have been paid and subject to the Lien provided for in Section 7.7
hereof. Notwithstanding replacement of the Trustee pursuant to this Section 7.8,
the Company's obligations under Section 7.7 hereof shall continue for the
benefit of the retiring Trustee.

SECTION 7.9.   Successor Trustee or Agent by Merger, Etc.

     If the Trustee or any Agent 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 or Agent.

<PAGE>   71

                                      -65-


SECTION 7.10.  Eligibility; Disqualification.

     There shall at all times be a Trustee hereunder which shall be a
corporation organized and doing business under the laws of the United States of
America or of any state thereof authorized under such laws to exercise corporate
trustee power, shall be subject to supervision or examination by federal or
state authority and shall have a combined capital and surplus of at least $50.0
million as set forth in its most recent published annual report of condition.

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

SECTION 7.11.  Preferential Collection of Claims Against Company.

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


                                    ARTICLE 8

                             DISCHARGE OF INDENTURE


SECTION 8.1.   Defeasance and Discharge of This Indenture and the Securities.

     The Company may, at the option of its Board of Directors evidenced by a
resolution set forth in an Officers' Certificate, at any time, with respect to
the Securities, elect to have either Section 8.2 or 8.3 hereof be applied to all
outstanding Securities upon compliance with the conditions set forth below in
this Article 8.

SECTION 8.2.   Legal Defeasance and Discharge.

     Upon the Company's exercise under Section 8.1 hereof of the option
applicable to this Section 8.2, the Company and the Guarantors shall be deemed
to have been discharged from their respective obligations with respect to all
outstanding Securities on the date the conditions set forth below are satisfied
(hereinafter, "Legal Defeasance"). For this purpose, such Legal Defeasance means
that the Company shall be deemed to have paid and discharged the entire
Indebtedness represented by the outstanding Securities, which shall thereafter
be deemed to be "outstanding" only for the purposes of Section 8.5 hereof and
the other Sections of this Indenture referred to in clauses (i) and (ii) of this
Section 8.2, and to have satisfied all its other obligations under such
Securities and this Indenture (and the Trustee, on demand of and at the expense
of the Company, shall execute proper instruments acknowledging the same), except
for the following provisions which shall survive until otherwise terminated or
discharged hereunder: (i) the rights of Holders of outstanding Securities to
receive solely from the trust fund described in Section 8.4 hereof, and as more
fully set forth in such Section, payments in respect of the principal of,
premium, if any, and interest on such Securities when such payments are due,
(ii) the

<PAGE>   72

                                      -66-


Company's obligations with respect to such Securities under Sections 2.4, 2.6,
2.7, 2.10 and 4.2 hereof, (iii) the rights, powers, trusts, duties and
immunities of the Trustee hereunder, including, without limitation, the
Trustee's rights under Section 7.7 hereof, and the Company's obligations in
connection therewith and (iv) this Article 8. Upon Legal Defeasance as provided
herein, the Guarantee of each Guarantor shall be fully released and discharged
and the Trustee shall promptly execute and deliver to the Company any documents
reasonably requested by the Company to evidence or effect the foregoing. Subject
to compliance with this Article 8, the Company may exercise its option under
this Section 8.2 notwithstanding the prior exercise of its option under Section
8.3 hereof with respect to the Securities.

SECTION 8.3.   Covenant Defeasance.

     Upon the Company's exercise under Section 8.1 hereof of the option
applicable to this Section 8.3, the Company and the Guarantors shall be released
from their respective obligations under the covenants contained in Sections
2.15, 4.3, 4.7, 4.8, 4.9, 4.10, 4.11, 4.12, 4.13, 4.14 and 4.15 and Article 5
hereof with respect to the outstanding Securities on and after the date the
conditions set forth below are satisfied (hereinafter, "Covenant Defeasance"),
and the Securities 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 Securities shall not be deemed outstanding for accounting
purposes). For this purpose, such Covenant Defeasance means that, with respect
to the outstanding Securities, the Company 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 a reference in any such
covenant to any other provision herein or in any other document and such
omission to comply shall not constitute a Default or an Event of Default under
Sections 6.1(iii) and 6.1(iv) hereof, but, except as specified above, the
remainder of this Indenture and such Securities shall be unaffected thereby. In
addition upon the Company's exercise under Section 8.1 hereof of the option
applicable to this Section 8.3, Sections 6.1(v) through 6.1(viii) hereof shall
not constitute Events of Default.

SECTION 8.4.   Conditions to Legal or Covenant Defeasance.

     The following shall be the conditions to the application of either Section
8.2 or Section 8.3 hereof to the outstanding Securities:

          (i)       The Company shall irrevocably have deposited or caused to be
                    deposited with the Trustee (or another trustee satisfying
                    the requirements of Section 7.10 who shall agree to comply
                    with the provisions of this Article 8 applicable to it) as
                    trust funds in trust for the purpose of making the following
                    payments, specifically pledged as security for, and
                    dedicated solely to, the benefit of the Holders of such
                    Securities, (a) cash in an amount, or (b) U.S. Government
                    Obligations which through the scheduled payment of principal
                    and interest in respect thereof in accordance with their
                    terms will provide, not later than one day before the due
                    date of any payment, cash in an amount, or (c) a combination
                    thereof, in such amounts as will be sufficient, in the
                    opinion of a nationally

<PAGE>   73

                                      -67-

                    recognized firm of independent public accountants expressed
                    in a written certification thereof delivered to the Trustee,
                    to pay and discharge and which shall be applied by the
                    Paying Agent (or other qualifying trustee) to pay and
                    discharge the principal of, premium, if any, and interest on
                    such outstanding Securities on the Maturity Date or on the
                    applicable Redemption Date, as the case may be, of such
                    principal or installment of principal, premium, if any, or
                    interest on the Securities, and the Holders of the
                    Securities must have a valid, perfected, exclusive security
                    interest in such trust; provided that the Paying Agent shall
                    have been irrevocably instructed to apply such cash and the
                    proceeds of such U.S. Government Obligations to said
                    payments with respect to the Securities. The Paying Agent
                    shall promptly advise the Trustee in writing of any cash or
                    Securities deposited pursuant to this Section 8.4.

          (ii)      In the case of an election under Section 8.2 hereof, the
                    Company shall have delivered to the Trustee an Opinion of
                    Counsel in the United States confirming that (a) the Company
                    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 Securities will not recognize
                    income, gain or loss for federal income tax purposes as a
                    result of such Legal Defeasance and will be subject to
                    federal income tax on the same amounts, in the same manner
                    and at the same times as would have been the case if such
                    Legal Defeasance had not occurred.

          (iii)     In the case of an election under Section 8.3 hereof, the
                    Company shall have delivered to the Trustee an Opinion of
                    Counsel in the United States confirming that the Holders of
                    the outstanding Securities will not recognize income, gain
                    or loss for federal income tax purposes as a result of such
                    Covenant Defeasance and will be subject to federal income
                    tax on the same amounts, in the same manner and at the same
                    times as would have been the case if such Covenant
                    Defeasance had not occurred.

          (iv)      No Default or Event of Default with respect to the
                    Securities shall have occurred and be continuing on the date
                    of such deposit (other than a Default or Event of Default
                    resulting from the borrowing of funds to be applied to such
                    deposit) or, insofar as Section 6.1(ix) or 6.1(x) hereof is
                    concerned, at any time in the period ending on the 91st day
                    after the date of such deposit (it being understood that
                    this condition shall not be deemed satisfied until the
                    expiration of such period, but in the case of Covenant
                    Defeasance, the covenants which are defeased under Section
                    8.3 hereof will cease to be in effect unless an Event of
                    Default under Section 6.1(ix) or Section 6.1(x) hereof
                    occurs during such period).

<PAGE>   74

                                      -68-

          (v)       Such Legal Defeasance or Covenant Defeasance shall not
                    result in a breach or violation of, or constitute a default
                    under any material agreement or instrument (other than this
                    Indenture) to which the Company or any of its Subsidiaries
                    is a party or by which the Company or any of its
                    Subsidiaries is bound (other than a breach, violation or
                    default resulting from the borrowing of funds to be applied
                    to such deposit).

          (vi)      The Company shall have delivered to the Trustee an Opinion
                    of Counsel to the effect that after the 91st day following
                    the deposit, the trust funds will not be subject to the
                    effect of any applicable bankruptcy, insolvency,
                    reorganization or similar laws affecting creditors' rights
                    generally.

          (vii)     The Company shall have delivered to the Trustee an Officers'
                    Certificate stating that the deposit made by the Company
                    pursuant to its election under Section 8.2 or 8.3 hereof was
                    not made by the Company with the intent of preferring the
                    Holders of the Securities over the other creditors of the
                    Company or with the intent of defeating, hindering, delaying
                    or defrauding creditors of the Company or others.

          (viii)    The Company shall have delivered to the Trustee an Officers'
                    Certificate and an Opinion of Counsel in the United States,
                    each stating that all conditions precedent relating to
                    either the Legal Defeasance under Section 8.2 hereof or the
                    Covenant Defeasance under Section 8.3 hereof (as the case
                    may be) have been complied with as contemplated by this
                    Section 8.4.

SECTION 8.5.   Deposited Cash and U.S. Government Obligations to be Held in
               Trust; Other Miscellaneous Provisions.

     Subject to Section 8.6 hereof, all cash and U.S. Government Obligations
(including the proceeds thereof) deposited with the Paying Agent (or other
qualifying trustee, collectively for purposes of this Section 8.5, the "Paying
Agent") pursuant to Section 8.4 hereof in respect of the outstanding Securities
shall be held in trust and applied by the Paying Agent, in accordance with the
provisions of such Securities and this Indenture, to the payment, either
directly or through any Paying Agent (including the Company acting as Paying
Agent) as the Trustee may determine, to the Holders of such Securities of all
sums due and to become due thereon in respect of principal, premium, if any, and
interest, but such money need not be segregated from other funds except to the
extent required by law.

     The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the cash or U.S. Government
Obligations deposited pursuant to Section 8.4 hereof or the principal and
interest received in respect thereof other than any such tax, fee or other
charge which by law is for the account of the Holders of the outstanding
Securities.

     Anything in this Article 8 to the contrary notwithstanding, the Trustee or
the Paying Agent, as applicable, shall deliver or pay to the Company from time
to time upon the Company's request any cash or U.S. Government Obligations held
by it as provided in Section 8.4 hereof which, in the opinion of a

<PAGE>   75

                                      -69-


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 8.4(i) hereof), are in excess of the amount thereof
which would then be required to be deposited to effect an equivalent Legal
Defeasance or Covenant Defeasance.

SECTION 8.6.   Repayment to Company.

         Any cash and U.S. Government Obligations (including the proceeds
thereof) deposited with the Trustee or any Paying Agent, or then held by the
Company, in trust for the payment of the principal of, premium, if any, or
interest on any Security and remaining unclaimed for two years after such
principal, and premium, if any, or interest has become due and payable shall be
paid to the Company on its written request or (if then held by the Company)
shall be discharged from such trust; and the Holder of such Security shall
thereafter, as an unsecured general creditor, look only to the Company for
payment thereof, and all liability of the Trustee or such Paying Agent with
respect to such trust money, and all liability of the Company as trustee
thereof, shall thereupon cease; provided, however, that the Trustee or such
Paying Agent, before being required to make any such repayment, may at the
expense of the Company cause to be published once, in The New York Times 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 will be repaid to the Company.

SECTION 8.7.   Reinstatement.

     If the Trustee or Paying Agent is unable to apply any cash or U.S.
Government Obligations in accordance with Section 8.2 or 8.3 hereof, as the case
may be, by reason of any order or judgment of any court or governmental
authority enjoining, restraining or otherwise prohibiting such application, then
the Company's and the Guarantors' obligations under this Indenture and the
Securities shall be revived and reinstated as though no deposit had occurred
pursuant to Section 8.2 or 8.3 hereof until such time as the Trustee or Paying
Agent is permitted to apply all such money in accordance with Section 8.2 or 8.3
hereof, as the case may be; provided, however, that, if the Company makes any
payment of principal of, premium, if any, or interest on any Security following
the reinstatement of its obligations, the Company shall be subrogated to the
rights of the Holders of such Security to receive such payment from the cash and
U.S. Government Obligations held by the Trustee or Paying Agent.


                                    ARTICLE 9

                        AMENDMENT, SUPPLEMENT AND WAIVER


SECTION 9.1.   Without Consent of Holders.

     Notwithstanding Section 9.2 hereof, the Company, the Guarantors and the
Trustee may amend or supplement this Indenture or the Securities without the
consent of any Holder:

<PAGE>   76

                                      -70-


             (i)    to cure any ambiguity, defect or inconsistency;

            (ii)    to provide for uncertificated Securities in addition to or
                    in place of certificated Securities;

           (iii)    to provide for the assumption of the Company's obligations
                    to the Holders of the Securities in the case of a merger,
                    consolidation or sale of assets pursuant to Article 5
                    hereof;

            (iv)    to provide for the assumption of any Guarantor's obligations
                    to the Holders of the Securities in the case of a merger,
                    consolidation or sale of assets pursuant to Section 10.4
                    hereof;

             (v)    to provide for additional Guarantors of the Securities;

            (vi)    to evidence the release of any Guarantor in accordance with
                    Article 10 hereof;

           (vii)    to make any change that would provide any additional rights
                    or benefits to the Holders of the Securities or that does
                    not adversely affect the legal rights hereunder of any such
                    Holder;

          (viii)    to comply with requirements of the Commission in order to
                    effect or maintain the qualification of this Indenture under
                    the TIA;

            (ix)    in any other case where a supplemental indenture is required
                    or permitted to be entered into pursuant to the provisions
                    of Article 10 hereof without the consent of any Holder; or

             (x)    to evidence and provide for the acceptance of appointment
                    hereunder by a successor Trustee with respect to the
                    Securities.

     Upon the request of the Company 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
9.6 hereof, the Trustee shall join with the Company in the execution of any
amended or supplemental indenture authorized or permitted by the terms of this
Indenture and to make any further appropriate agreements and stipulations which
may be therein contained, but the Trustee shall not be obligated to enter into
such amended or supplemental indenture which affects its own rights, duties or
immunities under this Indenture or otherwise.

SECTION 9.2.   With Consent of Holders.

     Except as otherwise provided herein, this Indenture or the Securities may
be amended or supplemented with the consent of the Holders of at least a
majority in principal amount of the Securities then outstanding (including
consents obtained in connection with a tender offer or exchange offer for such
Securities), and any existing default or compliance with any provision of this
Indenture or the Se-


<PAGE>   77

                                      -71-

curities may be waived with the consent of the Holders of a majority in
principal amount of the then outstanding Securities (including consents obtained
in connection with a tender offer or exchange offer for such Securities).

     Upon the request of the Company, 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 9.6 hereof, the Trustee shall join
with the Company and the Guarantors in the execution of such amended or
supplemental indenture unless such amended or supplemental indenture 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.

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

     After an amendment, supplement or waiver under this Section becomes
effective, the Company shall mail to the Holders affected thereby a notice
briefly describing the amendment, supplement or waiver. Any failure of the
Company to mail such notice, or any defect therein, shall not, however, in any
way impair or affect the validity of any such supplemental indenture or waiver.
Subject to Sections 6.4 and 6.7 hereof, the Holders of a majority in aggregate
principal amount of the Securities then outstanding may waive compliance in a
particular instance by the Company or any Guarantor with any provision of this
Indenture or the Securities. Without the consent of each Holder affected,
however, an amendment or waiver may not (with respect to any Security held by a
non-consenting Holder):

             (i)    reduce the principal amount of Securities whose Holders must
                    consent to an amendment, supplement or waiver;

            (ii)    reduce the principal of or change the fixed maturity of any
                    Security;

           (iii)    reduce the rate of or change the time for payment of
                    interest on any Security;

            (iv)    waive a Default or Event of Default in the payment of
                    principal of, or premium, if any, or interest, on the
                    Securities (except a rescission of acceleration of the
                    Securities by the Holders of at least a majority in
                    aggregate principal amount thereof and a waiver of the
                    Payment Default that resulted from such acceleration);

             (v)    make any Security payable in money other than that stated in
                    the Securities;

            (vi)    make any change in Section 6.4 or 6.7 hereof; or

           (vii)    make any change in this sentence of this Section 9.2.
<PAGE>   78

                                      -72-


SECTION 9.3.   Compliance with TIA.

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

SECTION 9.4.   Revocation and Effect of Consents.

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

     The Company may, but shall not be obligated to, fix a record date for
determining which Holders must consent to such amendment, supplement or waiver.
If the Company fixes a record date, the record date shall be fixed at (i) the
later of 30 days prior to the first solicitation of such consent or the date of
the most recent list of Holders furnished to the Trustee prior to such
solicitation pursuant to Section 2.5 hereof or (ii) such other date as the
Company shall designate.

     If a record date is fixed, then notwithstanding the last sentence of the
immediately preceding paragraph, those Persons who were Holders at such record
date (or their duly designated proxies), and only those Persons, shall be
entitled to consent to such amendment or waiver or revoke any consent previously
given, whether or not such persons continue to be Holders after such record
date.

     After an amendment, supplement or waiver becomes effective, it shall bind
every Holder, unless such amendment, supplement or waiver makes a change
described in any of clauses (i) through (vii) of Section 9.2, in which case, the
amendment, supplement or waiver shall bind only each Holder of a Security who
has consented to it and every subsequent Holder of a Security or portion of a
Security that evidences the same indebtedness as the consenting Holder's
Security.

SECTION 9.5.   Notation on or Exchange of Securities.

     The Trustee may place an appropriate notation about an amendment,
supplement or waiver on any Security thereafter authenticated. The Company in
exchange for all Securities may issue and the Trustee shall authenticate new
Securities that reflect the amendment, supplement or waiver.

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

SECTION 9.6.   Trustee to Sign Amendments, Etc.

     The Trustee shall sign any amendment or supplemental indenture authorized
pursuant to this Article 9 if the amendment or supplemental indenture does not
adversely affect the rights, duties, liabili-

<PAGE>   79

                                      -73-

ties or immunities of the Trustee. If it does, the Trustee may, but need not,
sign it. In signing or refusing to sign such amendment or supplemental
indenture, the Trustee shall be entitled to receive and, subject to Section 7.1,
shall be fully protected in relying upon, in addition to the documents required
by Section 11.4, an Officers' Certificate and an Opinion of Counsel as
conclusive evidence that such amendment or supplemental indenture is authorized
or permitted by this Indenture, that it is not inconsistent herewith, and that
it shall be valid and binding upon the Company in accordance with its terms.
Neither the Company nor any Guarantor may sign such amendment or supplemental
indenture until its Board of Directors approves it.


                                   ARTICLE 10

                                    GUARANTEE


SECTION 10.1.  Guarantee.

     In consideration of good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, each of the Guarantors hereby
irrevocably and unconditionally guarantees (the "Guarantee"), jointly and
severally, on a senior basis, to each Holder of a Security authenticated and
delivered by the Trustee and to the Trustee and its successors and assigns,
irrespective of the validity and enforceability of this Indenture, the
Securities or the obligations of the Company under this Indenture or the
Securities, that, in accordance with the terms of this Indenture and the
Securities: (i) the principal and premium (if any) of and interest on the
Securities will be paid in full when due, whether at the Maturity Date or
Interest Payment Date, by acceleration, call for redemption or otherwise; (ii)
the purchase price for all Securities properly and timely tendered for
acceptance in response to a Change of Control Offer or a Senior Asset Sale Offer
will be timely, or otherwise in accordance with the provisions of this
Indenture, paid in full; (iii) all other payment obligations of the Company to
the Holders or the Trustee under this Indenture or the Securities will be
promptly paid in full; and (iv) in case of any extension of time of payment or
renewal of any Securities or any of such other obligations, they will be paid in
full when due or performed in accordance with the terms of the extension or
renewal, whether at the Maturity Date, as so extended, by acceleration, call for
redemption, upon a Change of Control Offer, upon a Senior Asset Sale Offer or
otherwise. Failing payment when due of any amount so Guaranteed for whatever
reason, each Guarantor shall be jointly and severally obligated to pay the same
before failure so to pay becomes an Event of Default. If the Company or a
Guarantor defaults in the payment of the principal of, premium, if any, or
interest on, the Securities when and as the same shall become due, whether upon
maturity, acceleration, call for redemption, upon a Change of Control Offer,
Asset Sale Offer or otherwise, without the necessity of action by the Trustee or
any Holder, each Guarantor shall be required, jointly and severally, to promptly
make such payment in full.

     Each Guarantor hereby agrees that its obligations with regard to this
Guarantee shall be unconditional, irrespective of the validity, regularity or
enforceability of the Securities or this Indenture, the absence of any action to
enforce the

<PAGE>   80

                                      -74-

same, any delays in obtaining or realizing upon or failures to obtain or realize
upon collateral, the recovery of any judgment against the Company, any action to
enforce the same or any other circumstances that might otherwise constitute a
legal or equitable discharge or defense of a Guarantor (except as provided in
Sections 10.4 and 10.5 hereof). Each Guarantor hereby waives diligence,
presentment, demand of payment, filing of claims with a court in the event of
insolvency or bankruptcy of the Company, any right to require a proceeding first
against the Company or right to require the prior disposition of the assets of
the Company to meet its obligations, protest, notice and all demands whatsoever
and covenants that this Guarantee will not be discharged (except to the extent
released pursuant to Sections 10.4 or 10.5 hereof) except by complete
performance of the obligations contained in the Securities and this Indenture.

     If any Holder or the Trustee is required by any court or otherwise to
return to either the Company or any Guarantor, or any Custodian, trustee, or
similar official acting in relation to either the Company or such Guarantor, any
amount paid by either the Company or such Guarantor to the Trustee or such
Holder, this Guarantee, to the extent theretofore discharged, shall be
reinstated in full force and effect (except to the extent released pursuant to
Sections 10.4 or 10.5 hereof). Each Guarantor agrees that it will 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 such
Guarantor, on the one hand, and the Holders and the Trustee, on the other hand,
(i) the maturity of the obligations guaranteed hereby may be accelerated as
provided in Article 6 hereof for the purposes of this Guarantee, notwithstanding
any stay, injunction or other prohibition preventing such acceleration as to the
Company of the obligations guaranteed hereby, and (ii) in the event of any
declaration of acceleration of those obligations as provided in Article 6, those
obligations (whether or not due and payable) will forthwith become due and
payable by each of the Guarantors for the purpose of this Guarantee.

     Each Guarantor and by its acceptance of a Security issued hereunder each
Holder hereby confirms that it is the intention of all such parties that the
guarantee by such Guarantor set forth in the first paragraph of this Section
10.1 not constitute a fraudulent transfer or conveyance for purpose of any
Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent
Transfer Act or any similar Federal or state law. To effectuate the foregoing
intention, the Holders and such Guarantor hereby irrevocably agree that the
obligations of such Guarantor under its Guarantee set forth in the first
paragraph of this Section 10.1 shall be limited to the maximum amount as will,
after giving effect to all other contingent and fixed liabilities of such
Guarantor and after giving effect to any collections from or payments made by or
on behalf of any other Guarantor in respect of the obligations of such other
Guarantor under its Guarantee or pursuant to the following paragraph of this
Section 10.1, result in the obligations of such Guarantor under such Guarantee
not constituting such a fraudulent transfer or conveyance.

     Each Guarantor that makes any payment or distribution under the first
paragraph of this Section 10.1 shall be entitled to a contribution from each
other Guarantor equal to its Pro Rata Portion of such payment or distribution.
For purposes of the foregoing, the "Pro Rata Portion" of any Guarantor means the
percentage of the net assets of all Guarantors held by such Guarantor,
determined in accordance with GAAP.
<PAGE>   81

                                      -75-


     It is the intention of each Guarantor and the Company that the obligations
of each Guarantor hereunder shall be joint and several and in, but not in excess
of, the maximum amount permitted by applicable law. Accordingly, if the
obligations in respect of the Guarantee would be annulled, avoided or
subordinated to the creditors of any Guarantor by a court of competent
jurisdiction in a proceeding actually pending before such court as a result of a
determination both that such Guarantee was made without fair consideration and,
immediately after giving effect thereto, such Guarantor was insolvent or unable
to pay its debts as they mature or left with an unreasonably small capital, then
the obligations of such Guarantor under such Guarantee shall be reduced by such
court if and to the extent such reduction would result in the avoidance of such
annulment, avoidance or subordination; provided, however, that any reduction
pursuant to this paragraph shall be made in the smallest amount as is strictly
necessary to reach such result. For purposes of this paragraph, "fair
consideration," "insolvency," "unable to pay its debts as they mature,"
"unreasonably small capital," and the effective times of reductions, if any,
required by this paragraph shall be determined in accordance with applicable
law.

SECTION 10.2.  Execution and Delivery of Guarantee.

     Each Guarantor shall, by virtue of such Guarantor's execution and delivery
of this Indenture or such Guarantor's execution and delivery of an indenture
supplement pursuant to Section 10.3 hereof, be deemed to have signed on each
Security issued hereunder the notation of guarantee set forth on the form of the
Securities attached hereto as Exhibit A to the same extent as if the signature
of such Guarantor appeared on such Security.

     The delivery of any Security by the Trustee, after the authentication
thereof hereunder, shall constitute due delivery of the guarantee set forth in
Section 10.1 on behalf of each Guarantor. The notation of a guaranty set forth
on any Security shall be null and void and of no further effect with respect to
the guaranty of any Guarantor which, pursuant to Section 10.4 or Section 10.5,
is released from such Guarantee.

SECTION 10.3.  Future Subsidiary Guarantors.

     Upon (i) the acquisition by the Company or Guarantor of the Capital Stock
of any Person, if, as a result of such acquisition, such Person becomes a
Subsidiary of the Company or any Guarantor or (ii) the last day of any fiscal
quarter during which any Subsidiary of the Company that is not a Guarantor as of
such date and has not previously been released as a Guarantor pursuant to
Section 10.4 or Section 10.5 of this Indenture becomes a Subsidiary, such
Subsidiary (hereinafter any such Subsidiary, except any Excluded Guarantee
Subsidiary (as defined below), being called a "Future Subsidiary Guarantor")
shall unconditionally guarantee the obligations of the Company with respect to
payment and performance of the Securities and the other obligations of the
Company under this Indenture to the same extent that such obligations are
guaranteed by the other Guarantors pursuant to Section 10.1 hereof; and, within
60 days of the date of such occurrence, such Future Subsidiary Guarantor shall
execute and deliver to the Trustee a supplemental indenture, which shall be in a
form satisfactory to the Trustee, making such Future Subsidiary Guarantor a
party to this Indenture; provided, however, that the foregoing provisions shall
not apply to (A) any Subsidiary referenced in clause (i) or clause (ii) above
that is prohibited by law or by the terms of any agreement from making the
guarantee set forth in Section 10.1


<PAGE>   82

                                      -76-


hereof (an "Excluded Guarantee Subsidiary") (provided that such Subsidiary will
become a Future Subsidiary Guarantor as of the date such prohibition is removed
or lapses), or (B) a Subsidiary which would have been released from its
guarantee, by virtue of events set forth in Section 10.5 hereof, had such
Subsidiary been a Guarantor at the time such events occurred, (C) a Subsidiary
of any Person which has been released as a Guarantor pursuant to Section 10.5
hereof, or (D) any Receivables Subsidiary.

SECTION 10.4.  Guarantor May Consolidate, Etc. on Certain Terms.

     Nothing contained in this Indenture or in any of the Securities shall
prevent any consolidation or merger of a Guarantor with or into the Company or
any other Guarantor. Upon any such consolidation or merger, the Guarantees (as
set forth in Section 10.1 hereof) of the Guarantor which is not the survivor of
the merger or consolidation, and of any Subsidiary of such Guarantor that is
also a Guarantor, shall be released and shall no longer have any force or
effect.

     Nothing contained in this Indenture shall prevent any sale or conveyance of
assets of any Guarantor (whether or not constituting all or substantially all of
the assets of such Guarantor) to any Person, provided that the Company shall
comply with the provisions of Sections 2.15 and 4.10 hereof, and provided
further that, in the event that all or substantially all of the assets of a
Guarantor are sold or conveyed, the Guarantees of such Guarantor (as set forth
in Section 10.1 hereof) shall be released and shall no longer have any force or
effect.

     Except as provided in the first paragraph of Section 10.4 or Section 10.5
hereof, each Guarantor shall not, directly or indirectly, consolidate with or
merge with or into another Person, unless (i) either (a) the Guarantor is the
continuing entity or (b) the resulting or surviving entity is a corporation
organized under the laws of the United States, any state thereof or the District
of Columbia and expressly assumes by supplemental indenture all of the
obligations of the Guarantor in connection with the Securities and this
Indenture; (ii) no Default or Event of Default would occur as a consequence of
(after giving effect, on a pro forma basis, to) such transaction; and (iii) the
Guarantor has delivered to the Trustee an Officers' Certificate and an Opinion
of Counsel, each stating that such consolidation or merger and if a supplemental
indenture is required, such supplemental indenture comply with this Indenture
and that all conditions precedent herein relating to such transaction have been
satisfied.

     Upon any consolidation or merger of the Guarantor in accordance with
Section 10.4 hereof, the successor corporation formed by such consolidation or
into which the Guarantor is merged shall succeed to, and be substituted for, and
may exercise every right and power of, the Guarantor under this Indenture with
the same effect as if such successor corporation had been named herein as the
Guarantor, and when a successor corporation duly assumes all of the obligations
of the Guarantor pursuant hereto and pursuant to the Securities, the Guarantor
shall be released from such obligations.

SECTION 10.5.  Release of Guarantors.

     Without any further notice or action being required by any Person, any
Guarantor, and each Subsidiary of such Guarantor that is also a Guarantor, shall
be fully and conditionally released and discharged from all obligations under
its Guarantee and this Indenture upon the sale or disposition

<PAGE>   83

                                      -77-

(whether by merger, stock purchase, asset sale or otherwise) of a Guarantor (or
all of its assets) to an entity which is not a Subsidiary of the Company, or
upon the dissolution of any Guarantor, which sale, disposition or dissolution is
otherwise in compliance with this Indenture, such Guarantor shall be deemed
released from its obligations under its Guarantee of the Securities; provided,
however, that any such termination shall occur only to the extent that all
obligations of such Guarantor under all of its guarantees of, and under all of
its pledges of assets or other security interests which secure any Indebtedness
of the Company shall also terminate upon such sale, disposition or dissolution.

     The releases and discharges set forth in the first paragraph of this
Section 10.5 shall be effective on the date of consummation thereof. At the
written request of the Company, the Trustee shall promptly execute and deliver
appropriate instruments in forms reasonably acceptable to the Company evidencing
and further implementing any releases and discharges pursuant to the foregoing
provisions. If the Company desires the instruments evidencing or implementing
any releases or discharges to be executed prior to the effectiveness of such
releases and discharges as set forth above, such instruments may be made
conditional upon the occurrence of the events necessary to cause the
effectiveness of such releases and discharges, as specified in the first
sentence of this Section 10.5.

     Notwithstanding the foregoing provisions of this Article 10, (i) any
Guarantor whose Guarantee would otherwise be released pursuant to the provisions
of this Section 10.5 may elect, by written notice to the Trustee, to maintain
such Guarantee in effect notwithstanding the event or events that otherwise
would cause the release of such Guarantee (which election to maintain such
Guarantee in effect may be conditional or for a limited period of time), and
(ii) any Subsidiary of the Company which is not a Guarantor may elect, by
written notice to the Trustee, to become a Guarantor (which election may be
conditional or for a limited period of time).

SECTION 10.6.  Certain Bankruptcy Events.

     Each Guarantor hereby covenants and agrees, to the fullest extent that it
may do so under applicable law, that in the event of the insolvency, bankruptcy,
dissolution, liquidation or reorganization of the Company, such Guarantor shall
not file (or join in any filing of), or otherwise seek to participate in the
filing of, any motion or request seeking to stay or to prohibit (even
temporarily) execution on the Guarantee and hereby waives and agrees not to take
the benefit of any such stay of execution, whether under the Bankruptcy Law or
otherwise.


                                   ARTICLE 11

                                  MISCELLANEOUS


SECTION 11.1.  TIA 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.


<PAGE>   84

                                      -78-


SECTION 11.2.       Notices.

     Any notice or communication to the Company or any Guarantor or the Trustee
is duly given if in writing and delivered in person or mailed by first class
mail (registered or certified, return receipt requested), telecopier or
overnight air courier guaranteeing next day delivery, addressed as follows:

     If to the Company or to any Guarantor:

     Beverly Enterprises, Inc.
     One Thousand Beverly Way
     Fort Smith, Arkansas 72919
     Telecopier No.:  (501) 201-4801
     Attention:  Secretary

     With, in the case of notices delivered in connection
     with Section 6.1 hereof, a copy to:

     Latham & Watkins
     633 West Fifth Street
     Suite 4000
     Los Angeles, California 90071
     Telecopier No.:  (213) 891-8763
     Attention:  Gary Olson

     If to the Trustee:

     The Bank of New York
     Corporate Trust Department
     101 Barclay Street, 21st Floor West
     New York, New York 10286
     Telecopier No.:  (212) 815-5915
     Attention:   Corporate Trust
                  Trustee Administration

     The Company 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 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.

     Unless otherwise set forth above, 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


<PAGE>   85

                                      -79-


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 Company mails a notice or communication to Holders, it shall mail a
copy to the Trustee and each Agent at the same time.

SECTION 11.3.  Communication by Holders With Other Holders.

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

SECTION 11.4.  Certificate and Opinion as to Conditions Precedent.

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

          (1)  an Officers' Certificate (which shall include the statements set
               forth in Section 11.5 hereof) stating that, in the opinion of the
               signers, all conditions precedent and covenants, if any, provided
               for in this Indenture relating to the proposed action have been
               satisfied; and

          (2)  an Opinion of Counsel (which shall include the statements set
               forth in Section 11.5 hereof) stating that, in the opinion of
               such counsel, all such conditions precedent and covenants have
               been satisfied.

SECTION 11.5.  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)) shall include:

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

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

          (3)  a statement that, in the opinion of such person, he has made such
               examination or investigation as is necessary to enable him to
               express an informed opinion as to whether or not such covenant or
               condition has been satisfied; and
<PAGE>   86

                                      -80-


          (4)  a statement as to whether or not, in the opinion of such person,
               such condition or covenant has been satisfied; provided, however,
               that with respect to matters of fact, an Opinion of Counsel may
               rely on an Officers' Certificate or certificates of public
               officials.

SECTION 11.6.  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 11.7.  Legal Holidays.

     If a payment date is a Legal Holiday at a place of payment, payment may be
made at that place on the next succeeding day that is not a Legal Holiday, and
no interest shall accrue for the intervening period.

SECTION 11.8.  No Personal Liability of Directors, Officers,
               Employees, Incorporator and Stockholders.

     No director, officer, employee, incorporator or stockholder of the Company
or of any Guarantor, as such, shall have any liability for any obligations of
the Company or of any Guarantor under the Securities, the Indenture or for any
claim based on, in respect of, or by reason of, such obligations or their
creation. Each Holder of the Securities by accepting a Security waives and
releases all such liability. The waiver and release are part of the
consideration for issuance of the Securities.

SECTION 11.9.  Duplicate Originals.

     The parties may sign any number of copies of this Indenture. One signed
copy is enough to prove this Indenture.

SECTION 11.10. Governing Law.

     The internal law of the State of New York, shall govern and be used to
construe this Indenture and the Securities, without regard to the conflict of
laws provisions thereof.

SECTION 11.11. No Adverse Interpretation of Other Agreements.

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

SECTION 11.12. Successors.

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


<PAGE>   87

                                      -81-


SECTION 11.13. Severability.

     In case any provision in this Indenture or in the Securities shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby,
it being intended that all of the provisions hereof shall be enforceable to the
full extent permitted by law.

SECTION 11.14. 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 11.15. 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]



<PAGE>   88


                                       S-1


Executed this 25th day of April, 2001.


                                 BEVERLY ENTERPRISES, INC.


                                 By:  /s/ Schuyler Hollingsworth, Jr.
                                     ------------------------------------------
                                     Name:  Schuyler Hollingsworth, Jr.
                                     Title: Senior Vice President and Treasurer


                                 THE BANK OF NEW YORK, as Trustee


                                 By: /s/ Robert A. Massimillo
                                     ------------------------------------------
                                     Name:  Robert A. Massimillo
                                     Title: Assistant Vice President


                                 GUARANTORS LISTED ON SCHEDULE I HERETO


                                 By: /s/ John W. MacKenzie
                                     ------------------------------------------
                                     Name:  John W. MacKenzie
                                     Title: Vice President and Secretary of each
                                            Guarantor




<PAGE>   89


                                   SCHEDULE I

                                   GUARANTORS

<TABLE>
<CAPTION>

                                                             Employer       State of
Corporation                                                  ID Number      Incorporation
-----------                                                  ---------      -------------
<S>                                                          <C>            <C>
AEGIS Therapies, Inc. (f/k/a Beverly Rehabilitation, Inc.)   71-0811574     Delaware

AGI-Camelot, Inc.                                            43-1253376     Missouri

Arborland Management Company, Inc.                           58-2340689     South Carolina

Associated Physical Therapy Practitioners, Inc.              23-2638708     Pennsylvania

Beverly Assisted Living, Inc.                                71-0777901     Delaware

Beverly - Bella Vista Holding, Inc.                          71-0797481     Delaware

Beverly - Branson Holdings, Inc.                             71-0817008     Delaware

Beverly-Indianapolis, LLC                                    71-0824184     Indiana

Beverly - Missouri Valley Holding, Inc.                      71-0797485     Delaware

Beverly - Plant City Holdings, Inc.                          71-0817010     Delaware

Beverly - Rapid City Holding, Inc.                           71-0797483     Delaware

Beverly - Tamarac Holdings, Inc.                             71-0817009     Delaware

Beverly - Tampa Holdings, Inc.                               71-0817007     Delaware

Beverly Clinical, Inc.                                       71-0796035     Delaware

Beverly Enterprises International Limited                    95-3982125     California

Beverly Enterprises - Alabama, Inc.                          95-3742145     California

Beverly Enterprises - Arizona, Inc.                          95-3750871     California

Beverly Enterprises - Arkansas, Inc.                         95-3751272     California

Beverly Enterprises - California, Inc.                       95-2499218     California

</TABLE>
<PAGE>   90

                                      -2-


<TABLE>
<CAPTION>

                                                             Employer       State of
Corporation                                                  ID Number      Incorporation
-----------                                                  ---------      -------------
<S>                                                          <C>            <C>
Beverly Enterprises - Colorado, Inc.                         95-3750882     California

Beverly Enterprises - Connecticut, Inc.                      95-3849642     California

Beverly Enterprises - Delaware, Inc.                         95-3849628     California

Beverly Enterprises - Distribution Services, Inc.            95-4081567     California

Beverly Enterprises - District of Columbia, Inc.             95-3750889     California

Beverly Enterprises - Florida, Inc.                          95-3742251     California

Beverly Enterprises - Garden Terrace, Inc.                   95-3849648     California

Beverly Enterprises - Georgia, Inc.                          95-3750880     California

Beverly Enterprises - Hawaii, Inc.                           95-3750890     California

Beverly Enterprises - Idaho, Inc.                            95-3750886     California

Beverly Enterprises - Illinois, Inc.                         95-3750883     California

Beverly Enterprises - Indiana, Inc.                          95-3744258     California

Beverly Enterprises - Iowa, Inc.                             95-3751271     California

Beverly Enterprises - Kansas, Inc.                           95-3751269     California

Beverly Enterprises - Kentucky, Inc.                         95-3750894     California

Beverly Enterprises - Louisiana, Inc.                        95-3849633     California

Beverly Enterprises - Maine, Inc.                            95-3849627     California

Beverly Enterprises - Maryland, Inc.                         95-3750892     California

Beverly Enterprises - Massachusetts, Inc.                    95-3750893     California

Beverly Enterprises - Michigan, Inc.                         95-3898661     California

Beverly Enterprises - Minnesota, Inc.                        95-3742698     California

</TABLE>
<PAGE>   91
                                      -3-

<TABLE>
<CAPTION>

                                                             Employer       State of
Corporation                                                  ID Number      Incorporation
-----------                                                  ---------      -------------
<S>                                                          <C>            <C>
Beverly Enterprises - Mississippi, Inc.                      95-3742144     California

Beverly Enterprises - Missouri, Inc.                         95-3750895     California

Beverly Enterprises - Montana, Inc.                          95-3849636     California

Beverly Enterprises - Nebraska, Inc.                         95-3750873     California

Beverly Enterprises - Nevada, Inc.                           95-3750896     California

Beverly Enterprises - New Hampshire, Inc.                    95-3849630     California

Beverly Enterprises - New Jersey, Inc.                       95-3750884     California

Beverly Enterprises - New Mexico, Inc.                       95-3750869     California

Beverly Enterprises - North Carolina, Inc.                   95-3742257     California

Beverly Enterprises - North Dakota, Inc.                     95-3751270     California

Beverly Enterprises - Ohio, Inc.                             95-3750867     California

Beverly Enterprises - Oklahoma, Inc.                         95-3849624     California

Beverly Enterprises - Oregon, Inc.                           95-3750881     California

Beverly Enterprises - Pennsylvania, Inc.                     95-3750870     California

Beverly Enterprises - Rhode Island, Inc.                     95-3849621     California

Beverly Enterprises - South Carolina, Inc.                   95-3750866     California

Beverly Enterprises - Tennessee, Inc.                        95-3742261     California

Beverly Enterprises - Texas, Inc.                            95-3744256     California

Beverly Enterprises - Utah, Inc.                             95-3751089     California

Beverly Enterprises - Vermont, Inc.                          95-3750885     California

Beverly Enterprises - Virginia, Inc.                         95-3742694     California

</TABLE>
<PAGE>   92

                                      -4-

<TABLE>
<CAPTION>

                                                             Employer       State of
Corporation                                                  ID Number      Incorporation
-----------                                                  ---------      -------------
<S>                                                          <C>            <C>

Beverly Enterprises - Washington, Inc.                       95-3750868     California

Beverly Enterprises - West Virginia, Inc.                    95-3750888     California

Beverly Enterprises - Wisconsin, Inc.                        95-3742696     California

Beverly Enterprises - Wyoming, Inc.                          95-3849638     California

Beverly Health and Rehabilitation Services, Inc.             95-2301514     California

Beverly Healthcare, LLC                                      71-0817438     Indiana

Beverly Healthcare Acquisition, Inc.                         71-0812407     Delaware

Beverly Healthcare - California, Inc.                        95-3750879     California

Beverly Holdings I, Inc.                                     71-0768985     Delaware

Beverly Indemnity, Ltd.                                      71-0712927     Vermont

Beverly Manor Inc. of Hawaii                                 99-0144750     California

Beverly Real Estate Holdings, Inc.                           71-0768984     Delaware

Beverly Savana Cay Manor, Inc.                               95-4217381     California

Carrollton Physical Therapy Clinic, Inc.                     75-2102832     Texas

Commercial Management, Inc.                                  42-0891358     Iowa

Community Care, Inc.                                         56-1487367     North Carolina

Compassion and Personal Care Services, Inc.                  56-1904822     North Carolina

Eastern Home Health Supply & Equipment Co., Inc.             56-1581980     North Carolina

Greenville Rehabilitation Services, Inc.                     75-2059145     Texas

Hallmark Convalescent Homes, Inc.                            41-1413478     Michigan

HomeCare Preferred Choice, Inc.                              62-1702864     Delaware
</TABLE>
<PAGE>   93

                                      -5-
<TABLE>
<CAPTION>

                                                             Employer       State of
Corporation                                                  ID Number      Incorporation
-----------                                                  ---------      -------------
<S>                                                          <C>            <C>
Home Health and Rehabilitation Services, Inc.                75-2012280     Texas

Hospice of Eastern Carolina, Inc.                            56-1951841     North Carolina

Hospice Preferred Choice, Inc.                               71-0761314     Delaware

HTHC Holdings, Inc.                                          71-0807323     Delaware

Las Colinas Physical Therapy Center, Inc.                    75-2402177     Texas

Liberty Nursing Homes, Incorporated                          54-0784334     Virginia

MATRIX Occupational Health, Inc.                             58-2380955     Delaware

MATRIX Rehabilitation, Inc.                                  71-0783147     Delaware

MATRIX Rehabilitation - Delaware, Inc.                       71-0842504     Delaware

MATRIX Rehabilitation - Georgia, Inc.                        58-2554073     Delaware

MATRIX Rehabilitation - Maryland, Inc.                       71-0842503     Delaware

MATRIX Rehabilitation - Ohio, Inc.                           71-0842505     Delaware

MATRIX Rehabilitation - South Carolina, Inc.                 73-1575603     Delaware

MATRIX Rehabilitation - Texas, Inc.                          73-1589542     Delaware

MATRIX Rehabilitation - Washington, Inc.                     58-2554074     Delaware

Medical Arts Health Facility of Lawrenceville, Inc.          58-1329700     Georgia

Moderncare of Lumberton, Inc.                                56-1217025     North Carolina

Nebraska City S-C-H, Inc.                                    41-1413481     Nebraska

Network for Physical Therapy, Inc.                           74-2453469     Texas

North Dallas Physical Therapy Associates, Inc.               75-2075331     Texas

Nursing Home Operators, Inc.                                 34-0949279     Ohio

</TABLE>
<PAGE>   94

                                      -6-
<TABLE>
<CAPTION>

                                                             Employer       State of
Corporation                                                  ID Number      Incorporation
-----------                                                  ---------      -------------
<S>                                                          <C>            <C>

Petersen Health Care, Inc.                                   59-2043392     Florida

PT NET, Inc.                                                 62-1575533     Tennessee

PT Net (Colorado), Inc.                                      84-1277912     Colorado

Rehabilitation Associates of Lafayette, Inc.                 72-1118473     Louisiana

South Alabama Nursing Home, Inc.                             95-3809397     Alabama

South Dakota - Beverly Enterprises, Inc.                     95-3750887     California

Spectra Healthcare Alliance, Inc.                            71-0759298     Delaware

Tar Heel Infusion Company, Inc.                              56-1767308     North Carolina

The Parks Physical Therapy and Work Hardening Center, Inc.   75-2452926     Texas

Theraphysics Corp.                                           13-3643705     Delaware

Theraphysics of New York IPA, Inc.                           71-0817011     New York

Theraphysics Partners of Colorado, Inc.                      51-0372115     Delaware

Theraphysics Partners of Texas, Inc.                         62-1659976     Delaware

Theraphysics Partners of Western Pennsylvania, Inc.          23-2901884     Delaware

TMD Disposition Company                                      59-3151568     Florida

Vantage Healthcare Corporation                               35-1572998     Delaware

</TABLE>
<PAGE>   95
                                                                       EXHIBIT A


     THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY
BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS
EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION.

     THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN
BEHALF AND ON THE BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED
SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE
DATE (THE "RESALE RESTRICTION TERMINATION DATE") THAT IS TWO YEARS AFTER THE
LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE ISSUER OR
ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSR OF
SUCH SECURITY), ONLY (A) TO THE ISSUER, (B) PURSUANT TO A REGISTRATION STATEMENT
THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS
THE SECURITIES ARE ELEGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL
BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS
OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE
IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT
TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF
REGULATION S UNDER THE SECURITIES ACT, (E) TO AN INSTITUTIONAL "ACCREDITED
INVESTOR" WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) UNDER THE
SECURITIES ACT THAT IS AN INSTITUTIONAL ACCREDITED INVESTOR ACQUIRING THE
SECURITY FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL
ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF THE
SECURITIES OF $250,000 OF SECURITIES, FOR INVESTMENT PURPOSES AND NOT WITH A
VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF
THE SECURITIES ACT, OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUER'S AND THE
TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES
(D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION
AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE
REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION
DATE.

     THIS GLOBAL SECURITY IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
GOVERNING THIS SECURITY) OR ITS NOMINEE IN CUSTODY



                                      A-1
<PAGE>   96

FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY
PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH
NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.6 OF THE INDENTURE,
(II) THIS GLOBAL SECURITY MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO
SECTION 2.6(a) OF THE INDENTURE, (III) THIS GLOBAL SECURITY MAY BE DELIVERED TO
THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV)
THIS GLOBAL SECURITY MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR
WRITTEN CONSENT OF THE COMPANY.









                                      A-2
<PAGE>   97
                               (FACE OF SECURITY)

                           9 5/8% SENIOR NOTE DUE 2009

CUSIP:
No. 001                                                             $200,000,000


     BEVERLY ENTERPRISES, INC. promises to pay to CEDE & CO. or its registered
assigns, the principal sum of TWO HUNDRED MILLION Dollars on April 15, 2009.

Interest Payment Dates:                 April 15 and October 15, commencing
                                        October 15, 2001

Record Dates:                           April 1 and October 1 (whether or not a
                                        Business Day).

                                        BEVERLY ENTERPRISES, INC.


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


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


Dated:  April 25, 2001

Trustee's Certificate of Authentication:

This is one of the Securities referred
to in the within-mentioned Indenture:

THE BANK OF NEW YORK, as Trustee


By:
    ---------------------------------
    Authorized Signatory



                                      A-3
<PAGE>   98
                               (BACK OF SECURITY)

                           9 5/8% SENIOR NOTE DUE 2009

     Capitalized terms used herein have the meanings assigned to them in the
Indenture (as defined below) unless otherwise indicated.

     1. INTEREST. Beverly Enterprises, Inc., a Delaware corporation (the
"Company"), promises to pay interest on the principal amount of this Security at
the rate and in the manner specified below.

     The Company shall pay interest in cash on the principal amount of this
Security at the rate per annum of 9 5/8% until maturity. The Company shall pay
interest semi-annually in arrears on April 15 and October 15 of each year,
commencing October 15, 2001, to Holders of record on the immediately preceding
April 1 and October 1 respectively, or if any such date of payment is not a
Business Day on the next succeeding Business Day (each an "Interest Payment
Date").

     Interest shall be computed on the basis of a 360-day year comprised of
twelve 30-day months. Interest shall accrue from the most recent date to which
interest has been paid or, if no interest has been paid, from the date of the
original issuance of the Securities. To the extent lawful, the Company shall pay
interest on overdue principal at the rate of 1% per annum in excess of the
interest rate then applicable to the Securities; it shall pay interest on
overdue installments of interest (without regard to any applicable grace
periods) at the same rate to the extent lawful.

     2. METHOD OF PAYMENT. The Company shall pay interest on the Securities
(except defaulted interest) to the Persons who are registered Holders of
Securities at the close of business on the record date next preceding the
Interest Payment Date, even if such Securities 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 Holder hereof must
surrender this Security to a Paying Agent to collect principal payments. The
Company shall pay principal and interest in money of the United States that at
the time of payment is legal tender for payment of public and private debts.
Principal, premium, if any, and interest shall be payable at the office or
agency of the Company maintained for such purpose within the City and State of
New York or, at the option of the Company, payment of interest may be made by
check mailed to the Holder's registered address. Notwithstanding the foregoing,
all payments with respect to Securities, the Holders of which have given wire
transfer instructions to the Paying Agent on or before the relevant record date,
shall be made by wire transfer of immediately available funds to the accounts
specified by such Holders.

     3. PAYING AGENT AND REGISTRAR. Initially, the Trustee shall act as Paying
Agent and Registrar. The Company may change any Paying Agent or Registrar
without prior notice to any Holder. The Company and any of its Subsidiaries may
act in any such capacity.

     4. INDENTURE. The Company issued the Securities under an Indenture, dated
as of April 25, 2001 (the "Indenture"), by and among the Company, the Guarantors
named therein and the Trustee. The terms of the Securities include those stated
in the Indenture and those made part of the



                                      A-4
<PAGE>   99

Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S.
Code Sections 77aaa-77bbbb) (the "TIA"). The Securities are subject to all such
terms, and Holders are referred to the Indenture and the TIA for a statement of
such terms. The terms of the Indenture shall govern any inconsistencies between
the Indenture and the Securities. The Securities are unsecured senior
obligations of the Company. The Indenture permits the Company to issue an
unlimited aggregate principal amount.

     5. OPTIONAL REDEMPTION. The Securities may be redeemed, at the option of
the Company, in whole at any time or in part from time to time, on at least 30
days but not more than 60 days' prior notice mailed to the registered address of
each Holder of Securities to be so redeemed, at a redemption price equal to the
greater of (i) 100% of their principal amount plus accrued but unpaid interest
to the Redemption Date or (ii)(a) the sum of the present values of the remaining
scheduled payments of principal and interest thereon from the Redemption Date to
the Maturity Date (except for currently accrued but unpaid interest) discounted
to the Redemption Date, on a semiannual basis (assuming a 360-day year
consisting of twelve 30-day months), at the Treasury Rate, plus 50 basis points,
plus (b) accrued but unpaid interest to the date of redemption.

     Any such redemption will comply with Article 3 of the Indenture.

     6. MANDATORY REDEMPTION. Subject to the Company's obligation to make an
offer to repurchase Securities under certain circumstances pursuant to Sections
2.15, 4.10 and 4.13 of the Indenture (as described in paragraph 7 below), the
Company shall have no mandatory redemption or sinking fund obligations with
respect to the Securities.

     7. REPURCHASE AT OPTION OF HOLDER. (i) If there is a Change of Control, the
Company shall offer to repurchase on the Change of Control Payment Date all or
any part outstanding Securities at an offer price in cash equal to 101% of the
aggregate principal amount thereof plus accrued and unpaid interest thereon to
the Change of Control Payment Date. Holders that are subject to an offer to
purchase shall receive a Change of Control Offer from the Company prior to any
related Change of Control Payment Date and may elect to have such Securities
purchased by completing the form entitled "Option of Holder to Elect Purchase"
appearing below.

          (ii) If the Company or a Subsidiary consummates an Asset Sale, within
     365 days after the receipt of any Net Proceeds from such Asset Sale, the
     Company or such Subsidiary may apply such Net Proceeds (a) to purchase one
     or more Nursing Facilities or Related Businesses and/or a controlling
     interest in the Capital Stock of a Person owning one or more Nursing
     Facilities and/or one or more Related Businesses, (b) to make a capital
     expenditure or to acquire other tangible assets, in each case, that are
     used or useful in any business in which the Company is permitted to be
     engaged pursuant to Section 4.15 of the Indenture, or (c) to permanently
     reduce Indebtedness (other than Subordinated Indebtedness) of the Company
     or its Subsidiaries. Pending the final application of any such Net
     Proceeds, the Company or such Subsidiary may temporarily reduce
     Indebtedness or otherwise invest such Net Proceeds in any manner that is
     not prohibited by the Indenture. Any Net Proceeds from any Asset Sale that
     are not so invested or applied shall be deemed to constitute "Excess
     Proceeds." When the aggregate amount of Excess Proceeds exceeds $25.0
     million, the Company shall make an offer to all



                                      A-5
<PAGE>   100

     Holders of Securities and holders of any other Indebtedness of the Company
     ranking on a parity with the Securities from time to time outstanding with
     similar provisions requiring the Company to make an offer to purchase or to
     redeem such Indebtedness with the proceeds from any Asset Sales, pro rata
     in proportion to the respective principal amounts of the Securities and
     such other Indebtedness then outstanding (a "Senior Asset Sale Offer") to
     purchase the maximum principal amount of Securities and such other
     Indebtedness that may be purchased out of the Excess Proceeds, at an offer
     price in cash in an amount equal to 100% of the principal amount thereof
     plus accrued and unpaid interest thereon, if any, to the date of purchase,
     in accordance with the terms of the Indenture. To the extent that the
     aggregate amount of Securities and such other Indebtedness tendered
     pursuant to a Senior Asset Sale Offer is less than the Excess Proceeds, the
     Company may use any remaining Excess Proceeds for general corporate
     purposes not prohibited at the time under the Indenture. If the aggregate
     principal amount of Securities and such other Indebtedness surrendered by
     holders pursuant to a Senior Asset Sale Offer exceeds the amount of Excess
     Proceeds, the Securities and such other Indebtedness shall be purchased on
     a pro rata basis. Holders that are the subject of an offer to purchase
     shall receive a Senior Asset Sale Offer from the Company prior to any
     related purchase date and may elect to have such Securities purchased by
     completing the form entitled "Option of Holder to Elect Purchase" appearing
     below.

     8. DENOMINATIONS, TRANSFER, EXCHANGE. The Securities are in registered form
without coupons, and in denominations of $1,000 and integral multiples of
$1,000. The transfer of Securities may be registered and Securities 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 to pay any taxes and fees required by law or permitted by
the Indenture. Neither the Company nor the Registrar shall be required to
register the transfer of or exchange Securities for a period of 15 days before a
selection of Securities to be redeemed (except the unredeemed portion of any
Security being redeemed in part) or during the period between a record date and
the next succeeding Interest Payment Date.

     9. PERSONS DEEMED OWNERS. Prior to due presentment to the Trustee for
registration of the transfer of this Security, the Trustee, any Agent and the
Company may deem and treat the Person in whose name this Security is registered
as its absolute owner for the purpose of receiving payment of principal of,
premium, if any, and interest on this Security and for all other purposes
whatsoever, whether or not this Security is overdue (provided that defaulted
interest shall be paid as set forth in Section 2.12 of the Indenture), and
neither the Trustee, any Agent nor the Company shall be affected by notice to
the contrary. The registered Holder of a Security shall be treated as its owner
for all purposes.

     10. AMENDMENT, SUPPLEMENT AND WAIVERS. Except as provided in the next two
succeeding paragraphs, the Indenture or the Securities may be amended or
supplemented with the consent of the Holders of at least a majority in principal
amount of the Securities then outstanding (including consents obtained in
connection with a tender offer or exchange offer for Securities) and any
existing default or compliance with any provision of the Indenture or the
Securities may be waived with the consent of the Holders of a majority in
principal amount of the then outstanding Securities (including consents obtained
in connection with a tender offer or exchange offer for Securities).



                                      A-6
<PAGE>   101

     Without the consent of each Holder affected, an amendment or waiver may not
(with respect to any Security held by a non-consenting Holder of Securities):
(i) reduce the principal amount of Securities whose Holders must consent to an
amendment, supplement or waiver, (ii) reduce the principal of or change the
fixed maturity of any Security, (iii) reduce the rate of or change the time for
payment of interest on any Security, (iv) waive a Default or Event of Default in
the payment of principal of, or premium, if any, or interest on the Securities
(except a rescission of acceleration of the Securities by the Holders of at
least a majority in aggregate principal amount thereof and a waiver of the
Payment Default that resulted from such acceleration), (v) make any Security
payable in money other than that stated in the Securities, (vi) make any change
in the provisions of the Indenture relating to waivers of past Defaults or the
rights of Holders of Securities to receive payments of principal of, or premium,
if any, or interest on the Securities, or (vii) make any change in the foregoing
amendment and waiver provisions.

     Notwithstanding the foregoing, without the consent of any Holder of
Securities, the Company, the Guarantors and the Trustee may amend or supplement
the Indenture or the Securities to cure any ambiguity, defect or inconsistency,
to provide for uncertificated Securities in addition to or in place of
certificated Securities, to provide for additional Guarantors of the Securities
or the release, in accordance with the Indenture, of any Guarantor, to provide
for the assumption of the Company's or any Guarantor's obligations to Holders of
the Securities in the case of a merger, consolidation or sale of assets, to make
any change that would provide any additional rights or benefits to the Holders
of the Securities or that does not adversely affect the legal rights under the
Indenture of any such Holder, or to comply with requirements of the Securities
and Exchange Commission (the "Commission") in order to effect or maintain the
qualification of the Indenture under the TIA, to evidence and provide for the
acceptance of the appointment of a successor Trustee with respect to the
Securities, or in any other case, pursuant to the provisions of the Indenture,
where a supplemental indenture is required or permitted to be entered into
without the consent of any Holder of Securities.

     11. DEFAULTS AND REMEDIES. Events of Default under the Indenture include:
(i) a default for 30 days in the payment when due of interest on the Securities;
(ii) a default in payment when due of the principal of, or premium, if any, on
the Securities, at maturity or otherwise; (iii) a failure by the Company or any
Guarantor to comply with the provisions described under Section 4.10 or 4.13 of
the Indenture; (iv) a failure by the Company or any Guarantor for 30 days after
notice to comply with the provisions of Section 4.7 or 4.9 of the Indenture; (v)
a failure by the Company or any Guarantor for 60 days after notice to comply
with any of its agreements in the Indenture or the Securities; (vi) any default
that occurs 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 Company or any of its Significant Subsidiaries (or the payment
of which is guaranteed by the Company or any of its Significant Subsidiaries)
whether such Indebtedness or guarantee exists on the date of the Indenture, or
is created after the date of the Indenture, which default (a) constitutes 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 any such
Indebtedness, together with the principal amount of any other such Indebtedness
under which there has been a Payment Default or that has been so accelerated,
aggregates in excess of $20.0 million; (vii) failure by the Company or any of
its Significant Subsidiaries to pay a final judgment or judgments aggregating in
excess of $20.0 million entered by a court or courts of competent jurisdiction
against the



                                      A-7
<PAGE>   102

Company or any of its Significant Subsidiaries which such final judgment or
judgments are not paid, discharged or stayed for a period of 60 days; (viii) any
Guarantee shall cease, for any reason not permitted by the Indenture, to be in
full force and effect or any Guarantor, or any Person acting on behalf of any
Guarantor, shall deny or disaffirm its obligations under its Guarantee; and (ix)
certain events of bankruptcy or insolvency with respect to the Company or any of
its Significant Subsidiaries. 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 Securities by written notice to the Company and the Trustee,
may declare all the Securities to be due and payable immediately (plus, in the
case of an Event of Default that is the result of willful actions (or in
actions) by or on behalf of the Company intended to avoid prohibitions on
redemptions of the Securities contained in the Indenture or the Securities, an
amount of premium applicable pursuant to the Indenture). Notwithstanding the
foregoing, in the case of an Event of Default arising from certain events of
bankruptcy or insolvency with respect to the Company, all outstanding Securities
shall become due and payable without further action or notice. Holders of the
Securities may not enforce the Indenture or the Securities except as provided in
the Indenture. Subject to certain limitations, Holders of a majority in
aggregate principal amount of the then outstanding Securities may direct the
Trustee in its exercise of any trust or power. The Trustee may withhold from
Holders of the Securities notice of any continuing Default or Event of Default
(except a Default or Event of Default relating to the payment of principal or
interest) if it determines that withholding notice is in such Holders' interest.

     The Holders of not less than a majority in aggregate principal amount of
the Securities then outstanding by written notice to the Trustee may, on behalf
of the Holders of all of the Securities, 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, if any, or
interest on the Securities.

     The Company is required to deliver to the Trustee annually a statement
regarding compliance with the Indenture, and the Company is required upon
becoming aware of any Default or Event of Default, to deliver to the Trustee a
statement specifying such Default or Event of Default.

     The above description of Events of Default and remedies is qualified by
reference, and subject in its entirety, to the more complete description thereof
contained in the Indenture.

     12. RESTRICTIVE COVENANTS. The Indenture imposes certain limitations on the
ability of the Company and its Subsidiaries to incur additional Indebtedness and
issue preferred stock, pay dividends or make other distributions, repurchase
Equity Interests or Subordinated Indebtedness, create certain Liens, enter into
certain transactions with Affiliates, sell assets of the Company or its
Subsidiaries, issue or sell Equity Interests of the Company's Subsidiaries and
enter into certain mergers and consolidations.

     13. NOTATION OF GUARANTEE. As set forth more fully in the Indenture, the
Persons constituting Guarantors from time to time, in accordance with the
provisions of the Indenture, unconditionally and jointly and severally
Guarantee, on a senior basis, in accordance with Section 10.1 of the Indenture,
to each Holder of Securities and to the Trustee and its successors and assigns,
that, in accordance with the terms of the Indenture and the Securities (i) the
principal of, premium, if any, and interest on the


                                      A-8
<PAGE>   103


Security will be paid in full when due, whether at the Maturity Date or Interest
Payment Date, by acceleration, call for redemption or otherwise; (ii) the
purchase price for all Securities properly and timely tendered for acceptance in
response to a Change of Control Offer or a Senior Asset Sale Offer will be
timely, or otherwise in accordance with the provisions of the Indenture, paid in
full; (iii) all other payment obligations of the Company to the Holders or the
Trustee under the Indenture or this Security will be promptly paid in full, all
in accordance with the terms of the Indenture and this Security; and (iv) in the
case of any extension of time of payment or renewal of this Security or any of
such other obligations, they will be paid in full when due or performed in
accordance with the terms of such extension or renewal, whether at the Maturity
Date, as so extended, by acceleration, call for redemption, upon a Change of
Control Offer, upon a Senior Asset Sale Offer or otherwise. Such Guarantees
shall cease to apply, and shall be null and void, with respect to any Guarantor
who, pursuant to Article 10 of the Indenture, is released from its Guarantees,
or whose Guarantees otherwise cease to be applicable pursuant to the terms of
the Indenture.

     14. TRUSTEE DEALINGS WITH COMPANY. The Trustee under the Indenture, in its
individual or any other capacity, may make loans to, accept deposits from, and
perform services for the Company or its Affiliates, and may otherwise deal with
the Company or its Affiliates, as if it were not Trustee.

     15. NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES, INCORPORATORS
AND STOCKHOLDERS. No director, officer, employee, incorporator, stockholder or
other Affiliate of the Company or any Guarantor, as such, shall have any
liability for any obligations of the Company or other Affiliate under the
Securities, the Indenture or for any claim based on, in respect of, or by reason
of, such obligations or their creation. Each Holder by accepting a Security
waives and releases all such liability. The waiver and release are part of the
consideration for the issuance of the Securities.

     16. AUTHENTICATION. This Security shall not be valid until authenticated by
the manual signature of the Trustee or an authenticating agent.

     17. 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).

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



                                      A-9
<PAGE>   104

     The Company will furnish to any Holder upon written request and without
charge a copy of the Indenture. Request may be made to:

                              Beverly Enterprises, Inc.
                              One Thousand Beverly Way
                              Fort Smith, Arkansas 72919
                              Attention:  Secretary









                                      A-10
<PAGE>   105
                                   SCHEDULE A
                          SCHEDULE OF PRINCIPAL AMOUNT
                   OF INDEBTEDNESS EVIDENCED BY THIS SECURITY

     The initial principal amount of indebtedness evidenced by this Security
shall be $198,890,000. The following decreases/increases in the principal amount
of indebtedness evidenced by this Security have been made:

<TABLE>
<CAPTION>
                                                                       Total Principal
                        Decrease in            Increase in             Amount of Indebt-
                        Principal Amount       Principal Amount of     edness Evidenced      Notation Made
Date of                 of Indebtedness        Indebtedness            Following Such        by or on Behalf of
Decrease/Increase       Evidenced              Evidenced               Decrease/Increase     Trustee
-----------------       ----------------       -------------------     -----------------     ------------------
<S>                     <C>                    <C>                     <C>                   <C>


















</TABLE>



                                      A-11
<PAGE>   106


                                 ASSIGNMENT FORM

     To assign this Security, fill in the form below: For value received (I) or
(we) hereby sell, assign and transfer this Security to



--------------------------------------------------------------------------------
                  (Insert assignee's Soc. Sec. or Tax I.D. No.)


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


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


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


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


and do hereby irrevocably constitute and appoint ______________________________
Attorney to transfer this Security on the books of the Company with full power
of substitution in the premises.


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


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


Date:
      ------------------

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

Signature Guarantee*


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

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




                                      A-12
<PAGE>   107
                       OPTION OF HOLDER TO ELECT PURCHASE

     If you want to elect to have all or any part of this Security purchased by
the Company pursuant to Section 4.10 or Section 4.13 of the Indenture, check the
appropriate box:

     [ ]  Section 4.10                    [ ]  Section 4.13
          (Asset Sale)                         (Change of Control)

     If you want to have only part of the Security purchased by the Company
pursuant to Section 4.10 or Section 4.13 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 Security)


Signature Guarantee*


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

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





                                      A-13
<PAGE>   108
                                                                       EXHIBIT B

                        [FORM OF CERTIFICATE OF TRANSFER]

Beverly Enterprises, Inc.
One Thousand Beverly Way
Fort Smith, Arkansas  72919

The Banks of New York
101 Barclay Street, 21st Floor West
New York, NY  10286
Attention:  Corporate Trust Department

          Re:   9 5/8% Senior Notes due 2009
                ----------------------------

     Reference is hereby made to the Indenture, dated as of April 25, 2001 (the
"Indenture"), between Beverly Enterprises, Inc., as issuer (the "Company"),
certain subsidiaries of the Company, as guarantors and The Bank of New York, 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
Security[ies] or interest in such Security[ies] specified in Annex A hereto, in
the principal amount of $___________ in such Security[ies] 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 IS A QIB IN ACCORDANCE WITH RULE 144A. The Transfer
is being effected pursuant to and in accordance with Rule 144A under the United
States Securities Act of 1933, as amended (the "Securities Act"), and,
accordingly, the Transferor hereby further certifies that the beneficial
interest or Definitive Security is being transferred to a Person that the
Transferor reasonably believed and believes is purchasing the beneficial
interest or Definitive Security 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 Security will be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the Global Security and/or
the Definitive Security and in the Indenture and the Securities Act.

2.   [ ] CHECK IF TRANSFEREE WILL TAKE DELIVERY PURSUANT TO REGULATION S. The
Transfer is being effected pursuant to and in accordance with Regulation S under
the Securities Act and, accordingly, the Transferor hereby further certifies
that (i) the Transfer is not being made to a person in the United States and (x)
at the time the buy order was originated, the Transferee was outside the United
States or such Transferor and any Person acting on its behalf reasonably
believed and believes that the Transferee was outside the United States or (y)
the transaction was executed in, on or through the facilities of a designated
offshore securities market and neither such Transferor nor any Person acting on
its behalf



                                      B-1
<PAGE>   109

knows that the transaction was prearranged with a buyer in the United States,
(ii) no directed selling efforts have been made in contravention of the
requirements of Rule 903(b) or Rule 904(b) of Regulation S under the Securities
Act, (iii) the transaction is not part of a plan or scheme to evade the
registration requirements of the Securities Act and (iv) if the proposed
transfer is being made prior to the expiration of the Distribution Compliance
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 Security will be subject to the
restrictions on Transfer enumerated in the Private Placement Legend printed on
the Global Security and/or the Definitive Security and in the Indenture and the
Securities Act.

3.   [ ] CHECK AND COMPLETE IF TRANSFEREE WILL TAKE DELIVERY 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 Securities and
Restricted Definitive Securities and pursuant to and in accordance with the
Securities Act and any applicable blue sky securities laws of any state of the
United States, and accordingly the Transferor hereby further certifies that
(check one):

     (a) [ ] such Transfer is being effected pursuant to and in accordance with
Rule 144 under the Securities Act;

or

     (b) [ ] such Transfer is being effected to the Company or a subsidiary
thereof;

or

     (c) [ ] such Transfer is being effected pursuant to an effective
registration statement under the Securities Act and in compliance with the
prospectus delivery requirements of the Securities Act;

or

     (d) [ ] such Transfer is being effected to an Institutional Accredited
Investor and pursuant to an exemption from the registration requirements of the
Securities Act other than Rule 144A, Rule 144 or Regulation S, and the
Transferor hereby further certifies that it has not engaged in any general
solicitation within the meaning of Regulation D under the Securities Act and the
Transfer complies with the transfer restrictions applicable to beneficial
interests in a Restricted Global Security or Restricted Definitive Securities
and the requirements of the exemption claimed, which certification is supported
by (1) a certificate executed by the Transferee in the form of Exhibit D to the
Indenture and (2) if such Transfer is in respect of a principal amount of
Securities at the time of transfer of less than $500,000, an Opinion of Counsel
provided by the Transferor or the Transferee (a copy of which the Transferor has
attached to this certification), to the effect that such Transfer is in
compliance with the Securities Act. Upon consummation of the proposed transfer
in accordance with the terms of the Indenture, the transferred beneficial
interest or Definitive Security will be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the Global Security and/or
the Definitive Securities and in the Indenture and the Securities Act.



                                      B-2
<PAGE>   110


4.   [ ]  CHECK IF TRANSFEREE  WILL TAKE DELIVERY OF A BENEFICIAL  INTEREST IN
AN  UNRESTRICTED GLOBAL SECURITY OR OF AN UNRESTRICTED DEFINITIVE SECURITY.

     (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
Security will no longer be subject to the restrictions on transfer enumerated in
the Private Placement Legend printed on the Restricted Global Securities, on
Restricted Definitive Securities and in the Indenture.

     (b) [ ] 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 or
Regulation S 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 Security will not be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the Restricted Global
Securities or Restricted Definitive Securities and in the Indenture.







                                      B-3
<PAGE>   111

     This certificate and the statements contained herein are made for your
benefit and the benefit of the Company.



                                               ---------------------------------
                                               [Insert Name of Transferor]



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


Dated:             ,
      ------------- ----


                                      B-4
<PAGE>   112
                       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 Global Security (CUSIP 087851AN1;
     ISIN US087851AN18), or

          (b) [ ] a Restricted Definitive Security.

2.   After the Transfer the Transferee will hold:

[CHECK ONE]

          (a) [ ] a beneficial interest in the Global Security (CUSIP 087851AN1;
     ISIN US087851AN18); or

          (b) [ ] a Restricted Definitive Security; or

          (c) [ ] an Unrestricted Definitive Security,

     in accordance with the terms of the Indenture.



                                      B-5
<PAGE>   113
                                                                       EXHIBIT C

                        [FORM OF CERTIFICATE OF EXCHANGE]


Beverly Enterprises, Inc.
One Thousand Beverly Way
Fort Smith, Arkansas  72919

The Bank of New York
101 Barclay Street, 21st Floor West
New York, NY  10286
Attention:  Corporate Trust Department

               Re:    9 5/8% Senior Notes due 2009
                      ----------------------------

CUSIP: ______________

     Reference is hereby made to the Indenture, dated as of April 25, 2001 (the
"Indenture"), between Beverly Enterprises, Inc., as issuer (the "Company"),
certain subsidiaries of the Company, as guarantors and The Bank of New York, as
trustee. Capitalized terms used but not defined herein shall have the meanings
given to them in the Indenture.

     ____________ (the "Owner") owns and proposes to exchange the Security[ies]
or interest in such Security[ies] specified herein, in the principal amount of
$____________ in such Security[ies] or interests (the "Exchange"). In connection
with the Exchange, the Owner hereby certifies that:

1.   EXCHANGE OF RESTRICTED DEFINITIVE SECURITIES OR BENEFICIAL INTERESTS IN A
RESTRICTED GLOBAL SECURITY FOR UNRESTRICTED DEFINITIVE SECURITIES OR BENEFICIAL
INTERESTS IN AN UNRESTRICTED GLOBAL SECURITY:

     (a) [ ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED
GLOBAL SECURITY TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL SECURITY. In
connection with the Exchange of the Owner's beneficial interest in a Restricted
Global Security for a beneficial interest in an Unrestricted Global Security 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 Securities and pursuant to and in accordance with the
United States Securities Act of 1933, as amended (the "Securities Act"), (iii)
the restrictions on transfer contained in the Indenture and the Private
Placement Legend are not required in order to maintain compliance with the
Securities Act and (iv) the beneficial interest in an Unrestricted Global
Security 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 SECURITY TO UNRESTRICTED DEFINITIVE SECURITY. In connection with the
Exchange of the Owner's beneficial interest in a Restricted Global Security for
an Unrestricted Definitive Security, the Owner hereby certi-



                                      C-1
<PAGE>   114

fies (i) the Definitive Security 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 Securities 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 Security 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 SECURITY TO
BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL SECURITY. In connection with the
Owner's Exchange of a Restricted Definitive Security for a beneficial interest
in an Unrestricted Global Security, 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 Securities 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 SECURITY TO
UNRESTRICTED DEFINITIVE SECURITY. In connection with the Owner's Exchange of a
Restricted Definitive Security for an Unrestricted Definitive Security, the
Owner hereby certifies (i) the Unrestricted Definitive Security 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 Securities 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 Security
is being acquired in compliance with any applicable blue sky securities laws of
any state of the United States.

2.   EXCHANGE OF RESTRICTED DEFINITIVE SECURITIES OR BENEFICIAL INTERESTS IN
RESTRICTED GLOBAL SECURITIES FOR RESTRICTED DEFINITIVE SECURITIES OR BENEFICIAL
INTERESTS IN RESTRICTED GLOBAL SECURITIES

     (a) [ ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED
GLOBAL SECURITY TO RESTRICTED DEFINITIVE SECURITY. In connection with the
Exchange of the Owner's beneficial interest in a Restricted Global Security for
a Restricted Definitive Security with an equal principal amount, the Owner
hereby certifies that the Restricted Definitive Security 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 Security issued will continue to be subject to the restrictions on
transfer enumerated in the Private Placement Legend printed on the Restricted
Definitive Security and in the Indenture and the Securities Act.

     (b) [ ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE SECURITY TO
BENEFICIAL INTEREST IN A RESTRICTED GLOBAL SECURITY. In connection with the
Exchange of the Owner's Restricted Definitive Security for a beneficial interest
in the Global Security 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 Securities
and pursuant to and in accordance with the Securities Act, and in



                                      C-2
<PAGE>   115

compliance with any applicable blue sky securities laws of any state of the
United States. Upon consummation of the proposed Exchange in accordance with the
terms of the Indenture, the beneficial interest issued will be subject to the
restrictions on transfer enumerated in the Private Placement Legend printed on
the relevant Restricted Global Security and in the Indenture and the Securities
Act.

















                                      C-3
<PAGE>   116



     This certificate and the statements contained herein are made for your
benefit and the benefit of the Company.

                                               --------------------------------
                                                   [Insert Name of Owner]




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


Dated:            ,
      ------------  -----


                                      C-4
<PAGE>   117
                                                                       EXHIBIT D

                            [FORM OF CERTIFICATE FROM
                  ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR]

Beverly Enterprises, Inc.
One Thousand Beverly Way
Fort Smith, Arkansas  72919

The Bank of New York
101 Barclay Street, 21st Floor West
New York, NY  10286
Attention:  Corporate Trust Department

             Re:   9 5/8% Senior Notes due 2009

     Reference is hereby made to the Indenture, dated as of April 25, 2001 (the
"Indenture"), between Beverly Enterprises, Inc., as issuer (the "Company"),
certain subsidiaries of the Company, as guarantors and The Bank of New York, as
trustee. Capitalized terms used but not defined herein shall have the meanings
given to them in the Indenture.

     In connection with our proposed purchase of $____________ aggregate
principal amount of:

     (a) [ ] a beneficial interest in a Global Security, or

     (b) [ ] a Definitive Security,

     we confirm that:

     1. We understand that any subsequent transfer of the Securities or any
interest therein is subject to certain restrictions and conditions set forth in
the Indenture and the undersigned agrees to be bound by, and not to resell,
pledge or otherwise transfer the Securities or any interest therein except in
compliance with, such restrictions and conditions and the United States
Securities Act of 1933, as amended (the "Securities Act").

     2. We understand that the offer and sale of the Securities have not been
registered under the Securities Act, and that the Securities and any interest
therein may not be offered or sold except as permitted in the following
sentence. We agree, on our own behalf and on behalf of any accounts for which we
are acting as hereinafter stated, that if we should sell the Securities or any
interest therein, we will do so only (A) to the Company or any subsidiary
thereof, (B) in accordance with Rule 144A under the Securities Act to a
"qualified institutional buyer" (as defined therein), (c) to an institutional
"accredited investor" (as defined below) that, prior to such transfer, furnishes
(or has furnished on its behalf by a U.S. broker-dealer) to you and to the
Company a signed letter substantially in the form of this letter and, if such
transfer is in respect of a principal amount of Securities, at the time of
transfer of less than $250,000, an Opinion of Counsel in form reasonably
acceptable to the Company to the effect that such transfer is in compliance with
the Securities Act, (D) pursuant to the provisions of Rule 144(k) under



                                      D-1
<PAGE>   118

the Securities Act or (E) pursuant to an effective registration statement under
the Securities Act, and we further agree to provide to any person purchasing the
Definitive Security or beneficial interest in a Global Security from us in a
transaction meeting the requirements of clauses (A) through (D) of this
paragraph a notice advising such purchaser that resales thereof are restricted
as stated herein.

     3. We understand that, on any proposed resale of the Securities or
beneficial interest therein, we will be required to furnish to you and the
Company such certifications, legal opinions and other information as you and the
Company may reasonably require to confirm that the proposed sale complies with
the foregoing restrictions. We further understand that the Securities purchased
by us will bear a legend to the foregoing effect. We further understand that any
subsequent transfer by us of the Securities or beneficial interest therein
acquired by us must be effected through one of the Placement Agents.

     4. We are an institutional "accredited investor" (as defined in Rule
501(a)(1), (2), (3) or (7) of Regulation under the Securities Act) and have such
knowledge and experience in financial and business matters as to be capable of
evaluating the merits and risks of our investment in the Securities, and we and
any accounts for which we are acting are each able to bear the economic risk of
our or its investment.

     5. We are acquiring the Securities or beneficial interest therein purchased
by us for our own account or for one or more accounts (each of which is an
institutional "accredited investor") as to each of which we exercise sole
investment discretion.

     You and the Company are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any interested
party in any administrative or legal proceedings or official inquiry with
respect to the matters covered hereby.



                                         ---------------------------------------
                                         [Insert Name of Accredited Investor]


Dated:                ,                       By:
      ----------------  -----                    -------------------------------
                                              Name:
                                              Title:









                                      D-2