<PAGE>   1
                                                                  Exhibit 4.1

                   RAINTREE HEALTHCARE CORPORATION, as Issuer,

               THE GUARANTORS (as defined herein), as Guarantors,
                                       and
            Norwest Bank Minnesota, National Association, as Trustee
           
                                    INDENTURE

                          Dated as of January 31, 1999
           

                    Up to $26,000,000, Subject to Adjustment

                        11% Senior Secured Notes due 2003






<PAGE>   2

                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                                                  Page
<S>                <C>                                                                                            <C>
                                    ARTICLE 1
                   DEFINITIONS AND INCORPORATION BY REFERENCE
   SECTION 1.1.       DEFINITIONS................................................................................   1   
   SECTION 1.2.       OTHER DEFINITIONS..........................................................................  20   
   SECTION 1.3.       INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT..........................................  20   
   SECTION 1.4.       RULES OF CONSTRUCTION......................................................................  21   
                                                                                                                        
                                    ARTICLE 2                                                                           
                                                                                                                        
                                                                                                                        
                                THE SENIOR NOTES                                                                        
                                                                                                                        
   SECTION 2.1.       DATING; INCORPORATION OF FORM IN INDENTURE.................................................  21   
   SECTION 2.2.       EXECUTION AND AUTHENTICATION...............................................................  22   
   SECTION 2.3.       REGISTRAR AND PAYING AGENT.................................................................  23   
   SECTION 2.4.       PAYING AGENT TO HOLD MONEY IN TRUST........................................................  23   
   SECTION 2.5.       NOTEHOLDER LISTS...........................................................................  23   
   SECTION 2.6.       TRANSFER AND EXCHANGE......................................................................  24   
   SECTION 2.7.       REPLACEMENT SENIOR NOTES...................................................................  24   
   SECTION 2.8.       OUTSTANDING SENIOR NOTES...................................................................  25   
   SECTION 2.9.       TEMPORARY SENIOR NOTES.....................................................................  25   
   SECTION 2.10.      CANCELLATION...............................................................................  25   
   SECTION 2.11.      DEFAULTED INTEREST.........................................................................  26   
   SECTION 2.12.      DEPOSIT OF MONEYS..........................................................................  26   
   SECTION 2.13.      CUSIP NUMBER...............................................................................  26   
   SECTION 2.14.      PAYMENTS TO HOLDERS........................................................................  27   
   SECTION 2.15.      BOOK-ENTRY PROVISIONS FOR GLOBAL NOTES.....................................................  27   
   SECTION 2.16.      RECORD DATE................................................................................  28   
   SECTION 2.17.      PORTALMARKET...............................................................................  29   
                                                                                                                        
                                    ARTICLE 3                                                                           
                                                                                                                        
                                                                                                                        
                                   REDEMPTION                                                                           
                                                                                                                        
   SECTION 3.1.       NOTICES TO TRUSTEE.........................................................................  29   
   SECTION 3.2.       SELECTION BY TRUSTEE OF SENIOR NOTES TO BE REDEEMED........................................  29   
   SECTION 3.3.       NOTICE OF REDEMPTION.......................................................................  29   
   SECTION 3.4.       EFFECT OF NOTICE OF REDEMPTION.............................................................  30   
   SECTION 3.5.       DEPOSIT OF REDEMPTION PRICE................................................................  30   
   SECTION 3.6.       SENIOR NOTES REDEEMED IN PART..............................................................  31   
   SECTION 3.7.       OPTIONAL REDEMPTION........................................................................  31   
</TABLE>

                                       i

<PAGE>   3

<TABLE>
<CAPTION>

<S>                <C>                                                                                            <C>
                                    ARTICLE 4
                                    COVENANTS

   SECTION 4.1.       PAYMENT OF SENIOR NOTES....................................................................  31
   SECTION 4.2.       REPORTS....................................................................................  32
   SECTION 4.3.       WAIVER OF STAY, EXTENSION OR USURY LAWS....................................................  33
   SECTION 4.4.       COMPLIANCE CERTIFICATE.....................................................................  33
   SECTION 4.5.       TAXES......................................................................................  34
   SECTION 4.6.       LIMITATION ON ADDITIONAL INDEBTEDNESS......................................................  34
   SECTION 4.7.       LIMITATION ON RESTRICTED PAYMENTS..........................................................  34
   SECTION 4.8.       LIMITATION ON CERTAIN ASSET SALES..........................................................  36
   SECTION 4.9.       LIMITATION ON TRANSACTIONS WITH AFFILIATES.................................................  38
   SECTION 4.10.      LIMITATIONS ON LIENS.......................................................................  38
   SECTION 4.11.      LIMITATIONS ON INVESTMENTS.................................................................  39
   SECTION 4.12.      LIMITATION ON CREATION OF SUBSIDIARIES.....................................................  39
   SECTION 4.13.      LIMITATION ON SUBSIDIARIES AND UNRESTRICTED SUBSIDIARIES...................................  39
   SECTION 4.14.      LIMITATION ON DIVIDENDS AND OTHER PAYMENT RESTRICTIONS AFFECTING SUBSIDIARIES..............  40
   SECTION 4.15.      RESTRICTION ON SALE AND ISSUANCE OF SUBSIDIARY EQUITY INTEREST.............................  41
   SECTION 4.16.      LIMITATION ON SALE AND LEASE-BACK TRANSACTIONS.............................................  41
   SECTION 4.17.      LINE OF BUSINESS...........................................................................  42
   SECTION 4.18.      LIMITATION ON STATUS AS INVESTMENT COMPANY.................................................  42
   SECTION 4.19.      CORPORATE EXISTENCE........................................................................  42
   SECTION 4.20.      MAINTENANCE OF OFFICE OR AGENCY............................................................  42
   SECTION 4.21.      MAINTENANCE OF PROPERTIES AND INSURANCE; BOOKS AND RECORDS; COMPLIANCE WITH LAWS...........  43
   SECTION 4.22.      FURTHER ASSURANCES TO THE TRUSTEE..........................................................  43
   SECTION 4.23.      COLLATERAL DOCUMENTS.......................................................................  44
   SECTION 4.24.      CONDUCT OF CERTAIN BUSINESSES..............................................................  44
   SECTION 4.25.      CONDITION SUBSEQUENT.......................................................................  45
                                                                                                                     
                                    ARTICLE 5                                                                        
                                                                                                                     
                                                                                                                     
                              SUCCESSOR CORPORATION                                                                  
                                                                                                                     
   SECTION 5.1.       MERGER, CONSOLIDATION OR SALE OF ASSETS....................................................  45
   SECTION 5.2.       SUCCESSOR PERSON SUBSTITUTED...............................................................  46
                                                                                                                     
                                    ARTICLE 6                                                                        
                                                                                                                     
                                                                                                                     
                              DEFAULTS AND REMEDIES                                                                  
                                                                                                                     
   SECTION 6.1.       EVENTS OF DEFAULT..........................................................................  46
   SECTION 6.2.       ACCELERATION...............................................................................  48
   SECTION 6.3.       OTHER REMEDIES.............................................................................  48
   SECTION 6.4.       WAIVER OF DEFAULTS AND EVENTS OF DEFAULT...................................................  49
   SECTION 6.5.       CONTROL BY MAJORITY........................................................................  49
   SECTION 6.6.       LIMITATION ON SUITS........................................................................  49
   SECTION 6.7.       RIGHTS OF HOLDERS TO RECEIVE PAYMENT.......................................................  50
</TABLE>

                                       ii

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<TABLE>
<S>                <C>                                                                                            <C>

   SECTION 6.8.       COLLECTION SUIT BY TRUSTEE.................................................................  50  
   SECTION 6.9.       TRUSTEE MAY FILE PROOFS OF CLAIM...........................................................  50  
   SECTION 6.10.      PRIORITIES.................................................................................  51  
   SECTION 6.11.      UNDERTAKING FOR COSTS......................................................................  51  
   SECTION 6.12.      RESTORATION OF RIGHTS AND REMEDIES.........................................................  51  
                                                                                                                       
                                    ARTICLE 7                                                                          
                                                                                                                       
                                                                                                                       
                                     TRUSTEE                                                                           
                                                                                                                       
   SECTION 7.1.       DUTIES OF TRUSTEE..........................................................................  52  
   SECTION 7.2.       RIGHTS OF TRUSTEE..........................................................................  53  
   SECTION 7.3.       INDIVIDUAL RIGHTS OF TRUSTEE...............................................................  53  
   SECTION 7.4.       TRUSTEE'S DISCLAIMER.......................................................................  54  
   SECTION 7.5.       NOTICE OF DEFAULTS.........................................................................  54  
   SECTION 7.6.       REPORTS BY TRUSTEE TO HOLDERS..............................................................  54  
   SECTION 7.7.       COMPENSATION AND INDEMNITY.................................................................  54  
   SECTION 7.8.       REPLACEMENT OF TRUSTEE.....................................................................  55  
   SECTION 7.9.       SUCCESSOR TRUSTEE BY CONSOLIDATION, MERGER OR CONVERSION...................................  56  
   SECTION 7.10.      ELIGIBILITY; DISQUALIFICATION..............................................................  56  
   SECTION 7.11.      PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY..........................................  57  
   SECTION 7.12.      PAYING AGENTS..............................................................................  57  
                                                                                                                       
                                    ARTICLE 8                                                                          
                                                                                                                       
                                                                                                                       
                       AMENDMENTS, SUPPLEMENTS AND WAIVERS                                                             
                                                                                                                       
   SECTION 8.1.       WITHOUT CONSENT OF HOLDERS.................................................................  57  
   SECTION 8.2.       WITH CONSENT OF HOLDERS....................................................................  58  
   SECTION 8.3.       COMPLIANCE WITH TRUST INDENTURE ACT........................................................  59  
   SECTION 8.4.       REVOCATION AND EFFECT OF CONSENTS..........................................................  59  
   SECTION 8.5.       NOTATION ON OR EXCHANGE OF SENIOR NOTES....................................................  60  
   SECTION 8.6.       TRUSTEE TO SIGN AMENDMENTS, ETC............................................................  60  
                                                                                                                   
                                    ARTICLE 9


                       DISCHARGE OF INDENTURE; DEFEASANCE




   SECTION 9.1.       DISCHARGE OF INDENTURE.....................................................................  61  
   SECTION 9.2.       LEGAL DEFEASANCE...........................................................................  61  
   SECTION 9.3.       COVENANT DEFEASANCE........................................................................  62  
   SECTION 9.4.       CONDITIONS TO LEGAL DEFEASANCE OR COVENANT DEFEASANCE......................................  62  
   SECTION 9.5.       DEPOSITED MONEY AND U.S. GOVERNMENT OBLIGATIONS TO BE HELD IN TRUST; OTHER                       
                      MISCELLANEOUS PROVISIONS...................................................................  64  
   SECTION 9.6.       REINSTATEMENT..............................................................................  64  
   SECTION 9.7.       MONEYS HELD BY PAYING AGENT................................................................  64  
   SECTION 9.8.       MONEYS HELD BY TRUSTEE.....................................................................  65  
   SECTION 9.9.       SENIOR NOTE COLLATERAL.....................................................................  65  
</TABLE>

                                      iii

<PAGE>   5
<TABLE>
<S>                <C>                                                                                            <C>
                                ARTICLE 10


                             COLLATERAL AND SECURITY
                                                                                                                     
   SECTION 10.1.      SECURITY...................................................................................  65
   SECTION 10.2.      RECORDING AND OPINIONS.....................................................................  66
   SECTION 10.3.      RELEASE OF COLLATERAL......................................................................  67
   SECTION 10.4.      PROTECTION OF THE TRUST ESTATE.............................................................  68
   SECTION 10.5.      CERTIFICATES OF THE COMPANY................................................................  69
   SECTION 10.6.      CERTIFICATES OF THE TRUSTEE................................................................  69
   SECTION 10.7.      AUTHORIZATION OF ACTIONS TO BE TAKEN BY THE TRUSTEE UNDER THE COLLATERAL DOCUMENTS.........  69
   SECTION 10.8.      AUTHORIZATION OF RECEIPT OF FUNDS BY THE TRUSTEE UNDER THE COLLATERAL DOCUMENTS............  69
   SECTION 10.9.      TERMINATION OF SECURITY INTEREST...........................................................  70
   SECTION 10.10.     COOPERATION OF TRUSTEE.....................................................................  70
   SECTION 10.11.     COLLATERAL AGENT...........................................................................  71
   SECTION 10.12.     LOCATION OF COLLATERAL.....................................................................  71
                                                                                                                     
                                   ARTICLE 11                                                                        
                                                                                                                     
                                                                                                                     
                            GUARANTEE OF SENIOR NOTES                                                                
                                                                                                                     
   SECTION 11.1.      GUARANTEE..................................................................................  71
   SECTION 11.2.      EXECUTION AND DELIVERY OF GUARANTEES.......................................................  72
   SECTION 11.3.      LIMITATION OF GUARANTEE....................................................................  73
   SECTION 11.4.      RELEASE OF GUARANTOR.......................................................................  73
   SECTION 11.5.      ADDITIONAL GUARANTORS......................................................................  73
                                                                                                                     
                                   ARTICLE 12                                                                        
                                                                                                                     
                                                                                                                     
                                  MISCELLANEOUS                                                                      
                                                                                                                     
   SECTION 12.1.      TRUST INDENTURE ACT CONTROLS...............................................................  74
   SECTION 12.2.      NOTICES....................................................................................  74
   SECTION 12.3.      COMMUNICATIONS BY HOLDERS WITH OTHER HOLDERS...............................................  75
   SECTION 12.4.      CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT.........................................  75
   SECTION 12.5.      STATEMENTS REQUIRED IN CERTIFICATE AND OPINION.............................................  76
   SECTION 12.6.      WHEN TREASURY SENIOR NOTES DISREGARDED.....................................................  76
   SECTION 12.7.      RULES BY TRUSTEE AND AGENTS................................................................  76
   SECTION 12.8.      BUSINESS DAYS; LEGAL HOLIDAYS..............................................................  76
   SECTION 12.9.      GOVERNING LAW..............................................................................  77
   SECTION 12.10.     NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS..............................................  77
   SECTION 12.11.     NO RECOURSE AGAINST OTHERS.................................................................  77
   SECTION 12.12.     SUCCESSORS.................................................................................  78
   SECTION 12.13.     MULTIPLE COUNTERPARTS......................................................................  78
   SECTION 12.14.     TABLE OF CONTENTS, HEADINGS, ETC...........................................................  78
   SECTION 12.15.     SEPARABILITY...............................................................................  78
</TABLE>

                                       iv
<PAGE>   6


                                    EXHIBITS

         Exhibit A                  Form of Guarantee Notation

         Exhibit B                  Form of Senior Note

         Exhibit C                  Global Notes Legend

 


         SCHEDULE 1

                                      v
<PAGE>   7


                      Reconciliation and Tie between Trust
                   Indenture Act of 1939 and Indenture, dated
                             as of January 31, 1999



         Trust Indenture                                              Indenture
         Act Section                                                    Section

         Section 310 (a)(1)................................................7.10
                  (a)(2)...................................................7.10
                  (a)(3)...................................................N.A.
                  (a)(4)...................................................N.A.
                  (b).................................................7.8; 13.2
                  (b)(1)...................................................7.10
                  (b)(9)...................................................7.10
                  (c)......................................................N.A.
         Section 311 (a)...................................................7.11
                  (b)......................................................7.11
                  (c)......................................................N.A.
         Section 312 (a)....................................................2.5
                  (b)......................................................12.3
                  (c)......................................................12.3
         Section 313 (a)....................................................7.6
                  (b)(1)...................................................N.A.
                  (b)(2)....................................................7.6
                  (c).................................................7.6; 12.2
                  (d).......................................................7.6
         Section 314 (a).........................................4.2; 4.4; 12.2
                  (b)......................................................N.A.
                  (c)(1).............................................12.4; 12.5
                  (c)(2).............................................12.4; 12.5
                  (c)(3).............................................12.4; 12.5
                  (d)......................................................N.A.
                  (e)......................................................11.5
                  (f)......................................................N.A.
         Section 315 (a)...............................................7.1; 7.2
                  (b).................................................7.5; 12.2
                  (c).......................................................7.1
                  (d).............................................6.5; 7.1; 7.2
                  (e)......................................................6.11
         Section 316 (a)(last sentence)....................................12.6
                  (a)(1)(A).................................................6.5
                  (a)(1)(B).................................................6.4
                  (a)(2)....................................................8.2
                  (b).......................................................6.7


<PAGE>   8



         Trust Indenture                                              Indenture
         Act Section                                                    Section

                  (c)......................................................8.04
         Section 317 (a)(1).................................................6.8
                  (a)(2)....................................................6.9
                  (b)......................................................7.12
         Section 318(a)....................................................12.1

         N.A. means Not Applicable

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

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

         Attention should also be directed to TIA Section 318(c), which provides
that the provisions of TIA Sections 310 to and including 317 of the TIA are a
part of and govern every qualified indenture, whether or not physically
contained therein.


<PAGE>   9





         THIS INDENTURE is dated as of January 31, 1999, among RAINTREE
HEALTHCARE CORPORATION, a Delaware corporation, as Issuer (the "Company"), the
GUARANTORS listed on Schedule 1 hereto and Norwest Bank Minnesota, National
Association, as trustee (the "Trustee").

         The Company and the Guarantors have duly authorized the execution and
delivery of this Indenture to provide for the issuance of the Senior Notes (as
hereinafter defined) to be issued as provided for in this Indenture.

         Each party agrees as follows for the benefit of the other party and for
the equal and ratable benefit of the Holders (as hereinafter defined) of the
Senior Notes, which are unconditionally guaranteed by the Guarantors.

                                   ARTICLE 1

                   DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.1.      Definitions.

                  "Acquired Indebtedness" means Indebtedness of a Person
existing at the time such Person becomes a Subsidiary or assumed in connection
with an Asset Acquisition from such Person.

                  "Acquisition Indebtedness" means Indebtedness incurred by the
Company or by a Subsidiary after the Issue Date the proceeds of which are used
for an Asset Acquisition.

                  "Adjusted Net Assets" of a Guarantor at any date shall mean
the lesser of the amount by which (x) the fair value of the property of such
Guarantor exceeds the total amount of liabilities, including, without
limitation, contingent liabilities (after giving effect to all other fixed and
contingent liabilities (including, without limitation, any guarantees of
Indebtedness)), but excluding liabilities under the Guarantee, of such Guarantor
at such date and (y) the present fair salable value of the assets of such
Guarantor at such date exceeds the total amount of its debts (after giving
effect to all other fixed and contingent liabilities (including, without
limitation, any guarantees of Indebtedness), and after giving effect to any
collection from any Subsidiary of such Guarantor in respect of the obligations
of such Subsidiary under the Guarantee), excluding Indebtedness in respect of
the Guarantee, as they become absolute and matured.

                  "Affiliate" of any specified Person means any other Person
which directly or indirectly through one or more intermediaries controls, or is
controlled by, or is under common control with, such specified Person. For the
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, means the possession, directly or indirectly,
of the power to direct or cause the direction of the management or policies of
such Person, whether through the ownership of voting securities, by agreement or
otherwise.
<PAGE>   10

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

                  "Asset Acquisition" means (a) an Investment by the Company or
any Subsidiary of the Company in any other Person pursuant to which such Person
shall become a Subsidiary of the Company, or shall be merged with or into the
Company or any Subsidiary of the Company, (b) the acquisition by the Company or
any Subsidiary of the Company of the assets of any Person (other than a
Subsidiary of the Company) which constitute all or substantially all of the
assets of such Person or (c) the acquisition by the Company or any Subsidiary of
the Company of any division or line of business of any Person (other than a
Subsidiary of the Company).

                  "Asset Sale" means the direct or indirect sale, transfer,
issuance, conveyance, lease (other than operating leases entered into in the
ordinary course of business pursuant to ordinary business terms, it being
understood that the lease of a healthcare facility shall not be considered to be
in the ordinary course but that leases of portions of a healthcare facility to
service providers shall be considered to be in the ordinary course), assignment
or other disposition (including, without limitation, by eminent domain,
condemnation or similar governmental proceeding) and any merger or consolidation
of any Subsidiary of the Company with or into another Person (other than the
Company or any Wholly-Owned Subsidiary of the Company whereby such Subsidiary
shall cease to be a Wholly-Owned Subsidiary of the Company) in any single
transaction or series of related transactions (separate eminent domain,
condemnation or similar governmental proceedings to each be considered a single
transaction but not to be considered together as a series of related
transactions) involving property or assets with a fair market value in excess of
$500,000 of (a) any Equity Interest in any Subsidiary, (b) real property owned
by the Company or any Subsidiary thereof, or a division, line of business or
healthcare facility or comparable business segment of the Company or any
Subsidiary thereof or (c) other property, assets or rights (including, without
limitation, leasehold rights) of the Company, any Subsidiary thereof or any
division, line of business or healthcare facility of the Company or any
Subsidiary thereof, provided, however, that Asset Sales shall not include (i)
sales, leases, conveyances, transfers or other dispositions to the Company or to
a Subsidiary thereof or to any other Person if after giving effect to such sale,
lease, conveyance, transfer or other disposition such other Person becomes a
Wholly-Owned Subsidiary of the Company, (ii) transactions complying with Section
5.1 (except as otherwise provided in Section 4.8 hereof), and (iii) sales,
transfers, issuances, conveyances, leases, assignments or other dispositions to
the Company or any Wholly-Owned Subsidiary of the Company.

                  "Asset Sale Proceeds" means, with respect to any Asset Sale,
(i) cash received by the Company or any Subsidiary thereof from such Asset Sale
(including cash received as consideration for the assumption of liabilities
incurred in connection with or in anticipation of such Asset Sale), after (a)
provision for all income or other taxes measured by or resulting from such Asset
Sale, (b) payment of all brokerage commissions, underwriting and other fees and
expenses related to such Asset Sale, (c) provision for minority interest holders
in any Subsidiary as a result of such Asset Sale, (d) payments made to retire
Indebtedness secured by the assets subject to such Asset Sale and (e) deduction
of appropriate amounts to be provided by the Company or a Subsidiary thereof as
a reserve, in accordance with GAAP, against any liabilities associated with the
assets sold or disposed of in such Asset Sale and retained by the Company or



                                       2
<PAGE>   11

a Subsidiary thereof after such Asset Sale, including, without limitation,
pension and other post-employment benefit liabilities and liabilities related to
environmental matters or against any indemnification obligations associated with
the assets sold or disposed of in such Asset Sale, and (ii) promissory notes and
other non-cash consideration received by the Company or any Subsidiary thereof
from such Asset Sale or other disposition upon the liquidation or conversion of
such notes or non-cash consideration into cash.

                  "Attributable Indebtedness" when used with respect to any
Sale-Lease-Back Transaction or an operating lease with respect to a long-term
care facility means, as at the time of determination, the present value
(discounted at a rate equivalent to the interest rate implicit in the lease,
compounded on a semi-annual basis) of the total obligations of the lessee for
rental payments (after excluding all amounts required to be paid on account of
maintenance and repairs, insurance, taxes, utilities and other similar expenses
payable by the lessee pursuant to the terms of the lease) during the remaining
term of the lease included in any such Sale and Lease-Back Transaction or such
operating lease or until the earliest date on which the lessee may terminate
such lease without penalty or upon payment of a penalty (in which case the
rental payments shall include such penalty); provided, that the Attributable
Indebtedness with respect to a Sale and Lease-Back Transaction shall be no less
than the fair market value (as determined reasonably and in good faith by the
Board of Directors of the Person incurring the Attributable Indebtedness) of the
property subject to such Sale and Lease-Back Transaction.

                  "Board of Directors" means, as to any Person, the board of
directors or any duly authorized committee thereof of such Person or, if such
Person is a partnership (or other non-corporate Person), of the managing general
partner or partners (or Persons serving an analogous function) of such Person.

                  "Board Resolution" means, as to any Person, a copy of a
resolution certified pursuant to an Officers' Certificate to have been duly
adopted by the Board of Directors of such Person, and to be in full force and
effect, and, if required hereunder, delivered to the Trustee.

                  "Capitalized Lease Obligations" means Indebtedness represented
by obligations under a lease that is required to be capitalized for financial
reporting purposes in accordance with GAAP, and the amount of such Indebtedness
shall be the capitalized amount of such obligations determined in accordance
with GAAP.

                  "Casualty" with respect to any Collateral, means loss of,
damage to or destruction of all or any part of such Collateral.

                  "Collateral" means all the capital stock and assets of Quest
Pharmacies, Inc. ("Quest") and Sunbelt Therapy Management Services, Inc., an
Arizona corporation ("Sunbelt"), and Sunbelt's Subsidiaries including, but not
limited to, assets defined as "Collateral" in the Collateral Documents.

                  "Collateral Agent" means any person appointed by the Trustee
as a collateral agent hereunder.

                                       3
<PAGE>   12

                  "Collateral Documents" means the Pledge Agreement, the
Security Agreement, UCC-1s, together with all related filings, assignments and
instruments, as such agreements, filings, assignments and instruments may from
time to time be amended, supplemented or otherwise modified in accordance with
the terms of this Indenture and such other agreements.

                  "Company" means the party named as such in the first paragraph
of this Indenture until a successor replaces such party pursuant to Article 5 of
this Indenture and thereafter means the successor.

                  "Company Request" means any written request signed in the name
of the Company by any two of the following: the Chief Executive Officer; the
President; any Vice President; the Chief Financial Officer; the Treasurer; or
the Secretary or any Assistant Secretary (but not both the Secretary and any
Assistant Secretary) of the Company. Following the date of this Agreement, the
Company shall submit a Company Request, if needed, on at least a quarterly
basis, based on the need to issue additional Senior Notes under this Indenture
due to the resolution of Class 11 Allowed General Unsecured Claims as defined
and as set forth in the Plan of Reorganization. At its discretion, the Company
may submit Company Requests more frequently.

                  "Condemnation" means any taking of the Collateral or any part
thereof, in or by condemnation, expropriation or similar proceeding, eminent
domain proceedings, seizure or forfeiture, pursuant to any law, general or
special, or by reason of the temporary requisition of the use or occupancy of
the Collateral, or any part thereof, by a governmental authority.

                  "Condemnation Proceeds" means any awards, proceeds, payment or
other compensation arising out of a Condemnation.

                  "Consolidated Cash Flow Available for Fixed Charges" means,
with respect to any Person for any period, on a consolidated basis in accordance
with GAAP, the sum of, without duplication, the amounts for such period, taken
as a single accounting period, of (A) (i) Consolidated Net Income, (ii)
Consolidated Non-cash Charges, (iii) Consolidated Interest Expense, (iv)
Consolidated Income Tax Expense, and (v) Consolidated Rental Payments, except
for lease payments relating to the Omega Master Lease, less (B) any non-cash
items increasing Consolidated Net Income for such period.

                  "Consolidated Fixed Charge Coverage Ratio" means with respect
to any Person, the ratio of the aggregate amount of Consolidated Cash Flow
Available for Fixed Charges of such Person for the four full fiscal quarters
immediately preceding the date of the transaction (the "Transaction Date")
giving rise to the need to calculate the Consolidated Fixed Charge Coverage
Ratio (such four full fiscal quarter period being referred to herein as the
"Four Quarter Period") to the aggregate amount of Consolidated Fixed Charges of
such Person for the Four Quarter Period. In addition to and without limitation
of the foregoing, for purposes of this definition, "Consolidated Cash Flow
Available for Fixed Charges" and "Consolidated Fixed Charges" shall be
calculated after giving effect on a pro forma basis for the period of such
calculation to, without duplication, (a) the incurrence of any Indebtedness of
such Person or any of its Subsidiaries (and the application of the net proceeds
thereof) during the period commencing on 



                                       4
<PAGE>   13

the first day of the Four Quarter Period to and including the Transaction Date
(the "Reference Period"), including, without limitation, the incurrence of the
Indebtedness giving rise to the need to make such calculation (and the
application of the net proceeds thereof), as if such incurrence (and
application) occurred on the first day of the Four Quarter Period (it being
understood that with respect to Indebtedness incurred under a revolving facility
used primarily to finance working capital, the average daily principal amount
outstanding during the Reference Period shall be deemed to be the amount
incurred during the Reference Period), and (b) any Asset Sales or Asset
Acquisitions (including, without limitation, any Asset Acquisition giving rise
to the need to make such calculation as a result of such Person or one of its
Subsidiaries (including any Person who becomes a Subsidiary as a result of the
Asset Acquisition) incurring, assuming or otherwise being liable for Acquired
Indebtedness) occurring during the Four Quarter Period, as if such Asset Sale or
Asset Acquisition occurred on the first day of the Four Quarter Period.
Furthermore, in calculating "Consolidated Fixed Charges" for purposes of
determining the denominator (but not the numerator) of this "Consolidated Fixed
Charge Coverage Ratio," (i) interest on outstanding Indebtedness determined on a
fluctuating basis as of the Transaction Date and which will continue to be so
determined thereafter shall be deemed to have accrued at a fixed rate per annum
equal to the rate of interest on such Indebtedness in effect on the Transaction
Date; and (ii) if interest on Indebtedness actually incurred on the Transaction
Date may optionally be determined at an interest rate based upon a factor of a
prime or similar rate, a eurocurrency interbank offered rate, or other rates,
then the interest rate in effect on the Transaction Date will be deemed to have
been in effect during the Four Quarter Period. In calculating the Consolidated
Fixed Charge Coverage Ratio and giving pro forma effect to the incurrence of
Indebtedness during a Reference Period, pro forma effect shall be given to use
of proceeds thereof to permanently repay or retire Indebtedness. If such Person
or any of its Subsidiaries directly or indirectly guarantees Indebtedness of a
third Person, for purposes of determining the "Consolidated Fixed Charge
Coverage Ratio," effect shall be given to the incurrence of such guaranteed
Indebtedness as if such Person or such Subsidiary had directly incurred or
otherwise assumed such guaranteed Indebtedness.

                  "Consolidated Fixed Charges" means, with respect to any Person
for any period, the sum of, without duplication, the amounts for such period of
(i) Consolidated Interest Expense, (ii) the product of (a) the aggregate amount
of dividends and other distributions paid or accrued during such period in
respect of Disqualified Equity Interests of such Person and its Subsidiaries on
a consolidated basis and (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 income tax rate of such Person, expressed as a decimal, (iii)
Consolidated Rental Payments, except for lease payments relating to the Omega
Master Lease, and (iv) the aggregate of all mandatory scheduled payments,
prepayments and sinking fund payments with respect to principal paid or accrued
by such Person in respect of Indebtedness, including payments in the nature of
principal under Capitalized Leases Obligations, except for those leases relating
to the Omega Master Lease (as defined in the Plan of Reorganization).

                  "Consolidated Income Tax Expense" means, with respect to any
Person for any period, the provision for federal, state, local and foreign
income taxes of such Person and its Subsidiaries for each period as determined
on a consolidated basis in accordance with GAAP.



                                       5
<PAGE>   14

                  "Consolidated Interest Expense" means, with respect to any
Person, on a consolidated basis in accordance with GAAP, for any period, the sum
of, without duplication, (a) the aggregate amount of interest which, in
conformity with GAAP, would be set forth opposite the caption "interest expense"
or any like caption on an income statement for such Person and its Subsidiaries
on a consolidated basis, (b) imputed interest included in Capitalized Lease
Obligations, (c) all commissions, discounts and other fees and charges owed with
respect to letters of credit and bankers' acceptance financing, (d) the net
costs associated with Interest Rate Agreements, (e) amortization of other
financing fees and expenses, (f) the interest portion of any deferred payment
obligation, (g) amortization of discount or premium, if any, (h) all other
non-cash interest expense (other than interest amortized to cost of sales), (i)
the interest component of Capitalized Lease Obligations paid, accrued and/or
scheduled to be paid or accrued by such Person and its Subsidiaries during such
period as determined on a consolidated basis in accordance with GAAP and (j) all
interest incurred or paid under any guarantee of Indebtedness (including a
guarantee of principal, interest or any combination thereof) of any Person.

                  "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, determined in accordance
with GAAP, plus the amount of any dividends or distributions received by such
Person from Unrestricted Subsidiaries; provided, however, that (a) the Net
Income of any Person (the "other Person") in which the Person in question or any
of its Subsidiaries has less than a 100% interest (which interest does not cause
the net income of such other Person to be consolidated into the net income of
the Person in question in accordance with GAAP) shall be included only to the
extent of the amount of dividends or distributions paid to the Person in
question or the Subsidiary, (b) the Net Income of any Subsidiary of the Person
in question that is subject to any restriction or limitation (whether by terms
of its charter, agreement or applicable law) on the payment of dividends or the
making of other distributions shall be excluded to the extent such restriction
or limitation would prevent such Subsidiary from being able to pay dividends or
make other distributions out of its Net Income, (c)(i) the Net Income of any
Person acquired in a pooling of interests transaction for any period prior to
the date of such acquisition and (ii) any net gain (but not loss) resulting from
an Asset Sale by the Person in question or any of its Subsidiaries other than in
the ordinary course of business shall be excluded, (d) extraordinary gains and
losses (including any related tax effects) shall be excluded and (e) the
cumulative effect of changes in accounting principles shall be excluded.

                  "Consolidated Net Worth" means, with respect to any Person at
any date, the consolidated stockholders' equity of such Person less the amount
of such stockholders' equity attributable to Disqualified Equity Interests of
such Person and its Subsidiaries, as determined in accordance with GAAP.

                  "Consolidated Non-cash Charges" means, with respect to any
Person for any period, the aggregate depreciation, amortization and other
non-cash expenses of such Person and its Subsidiaries reducing Consolidated Net
Income of such Person and its Subsidiaries for such period, determined on a
consolidated basis in accordance with GAAP (excluding any such charges
constituting an extraordinary item or loss or any such charge which required an
accrual of or a reserve for cash charges for any future period).



                                       6
<PAGE>   15

                  "Consolidated Rental Payments" of any Person means, for any
period, the aggregate rental obligations of such Person and its consolidated
Subsidiaries (not including taxes, utilities, insurance, maintenance and repairs
and other similar expenses that the lessee is obligated to pay under the terms
of the relevant leases), determined on a consolidated basis in accordance with
GAAP, payable in respect of such period (net of income from subleases thereof,
not including taxes, utilities, insurance, maintenance and repairs and other
similar expenses that the sublessee is obligated to pay under the terms of such
sublease), whether or not such obligations are reflected as liabilities or
commitments on a consolidated balance sheet of such Person and its Subsidiaries
or in the notes thereto, excluding, however, in any event, (i) that portion of
Consolidated Interest Expense of such Person representing payments by such
Person or any of its consolidated Subsidiaries in respect of Capitalized Lease
Obligations (net of payments to such Person or any of its consolidated
Subsidiaries under subleases qualifying as capitalized lease subleases to the
extent that such payments would be deducted in determining Consolidated Interest
Expense) and (ii) the aggregate amount of amortization of obligations of such
Person and its consolidated Subsidiaries in respect of such Capitalized Lease
Obligations for such period (net of payments to such Person or any of its
consolidated Subsidiaries and subleases qualifying as capitalized lease
subleases to the extent that such payments could be deducted in determining such
amortization amount).

                  "Corporate Trust Office" means the office of the Trustee at
which at any particular time its corporate trust business shall be principally
administered, which office at the date of execution of this Indenture is located
at Norwest Bank Minnesota, National Association, Sixth & Marquette, Minneapolis,
MN 55479, Attention: Corporate Finance Trust Services.

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

                  "Depository" means, with respect to the Senior Notes issued in
the form of one or more Global Notes, The Depository Trust Company or another
Person designated as Depository by the Company, which Person must be a clearing
agency registered under the Exchange Act.

                  "Designated Facility" means any nursing facility, assisted and
independent living center or other asset of the Company designated as a
Designated Facility pursuant to an Officers' Certificate certifying that such
facility had negative operating income based on the financial statements of such
facility for the previous fiscal year.

                  "Designated Noncash Consideration" means the Fair Market Value
of noncash consideration received by the Company or one of its Subsidiaries in
connection with an Asset Sale that is so designated as Designated Noncash
Consideration pursuant to an Officers' Certificate, setting forth the basis of
such valuation, executed by an Officer of the Company, less the amount of cash
or Temporary Cash Investments received in connection with a subsequent sale of
such Designated Noncash Consideration.

                  "Disclosure Statement" means the Disclosure Statement in
Support of Debtors' First Amended Joint Plan of Reorganization dated October 15,
1998.



                                       7
<PAGE>   16

                  "Disqualified Equity Interests" means any Equity Interest
which, by its terms (or by the terms of any security into which it is
convertible or for which it is exchangeable at the option of the holder), or
upon the happening of any event, matures or is mandatory redeemable, pursuant to
a sinking fund obligation or otherwise, or is redeemable at the option of the
holder thereof, in whole or in part, on or prior to the Maturity Date of the
Senior Notes, for cash or securities constituting Indebtedness. Without
limitation of the foregoing, Disqualified Equity Interests shall be deemed to
include (i) any Preferred Equity Interests of a Subsidiary of the Company and
(ii) any Preferred Equity Interests of the Company, with respect to either of
which, under the terms of such Preferred Equity Interests, by agreement or
otherwise, such Subsidiary or the Company is obligated to pay current dividends
or distributions in cash during the period prior to the Maturity Date.

                  "Equity Interests" means, with respect to any Person, any and
all shares or other equivalents (however designated) of capital stock,
partnership interests or any other participation, right or other interests in
the nature of an equity interest in such Person or any option, warrant or other
security convertible into or exchangeable for any of the foregoing.

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

                  "Fair market value" or "fair value" means, with respect to any
assets or property, the price which could be negotiated in an arm's-length free
market transaction, for cash, between a willing seller and a fully informed,
willing and able buyer, neither of whom is under undue pressure or compulsion to
complete the transaction, all as reasonably determined by a majority of the
Board of Directors acting in good faith, such determination to be evidenced by a
Board Resolution delivered to the Trustee. No such determination need be
supported by an appraisal or expert opinion.

                  "GAAP" means generally accepted accounting principles
consistently applied as in effect in the United States from time to time.

                  "Global Note" means a Senior Note evidencing all or a part of
the Senior Notes issued to and registered in the name of the Depository and
bearing the legend prescribed in Exhibit C.

                  "Guarantee" means, as the context may require, individually, a
guarantee, or collectively, any and all guarantees, of the Obligations of the
Company with respect to the Senior Notes by each Guarantor pursuant to the terms
of Article 11 hereof, substantially in the form set forth as part of Exhibit A.

                  "Guarantor" means each of the Subsidiaries of the Company on
the Issue Date; provided, however, that Amberwood Court, Inc., The Arbors
HealthCare Center, Inc., Britwill Investments-II, Inc., BritWill Indiana
Partnership, Brookshire House, Inc., Christopher Nursing Center, Inc., Los
Arcos, Inc., Pueblo Norte, Inc., BritWill Investments - I, Inc., Cedar Care,
Inc., Sherwood Healthcare Corporation and Rio Verde Nursing Center, Inc. are
excluded from this definition.

                                       8
<PAGE>   17

                  "Holder" or "Noteholder" means the Person in whose name a
Senior Note is registered on the Registrar's books.

                  "incur" means, with respect to any Indebtedness or other
obligation of any Person, to create, issue, incur (by conversion, exchange or
otherwise), assume, guarantee or otherwise become, directly or indirectly,
liable in respect of such Indebtedness or other obligation or the recording, as
required pursuant to GAAP or otherwise, of any such Indebtedness or other
obligation on the balance sheet of such Person (and "incurrence," "incurred,"
"incurable," and "incurring" shall have meanings correlative to the foregoing);
provided, however, that a change in GAAP that results in an obligation of such
Person that exists at such time becoming Indebtedness shall not be deemed an
incurrence of such Indebtedness. Any Indebtedness or Equity Interests of a
Person existing at the time such Person becomes a Subsidiary (whether by merger,
consolidation, acquisition or otherwise) shall be deemed to be incurred by such
Person at the time it becomes a Subsidiary. Indebtedness consisting of
reimbursement obligations in respect of a letter of credit will be deemed to be
incurred when the letter of credit is issued or renewed.

                  "Indebtedness" means (without duplication), with respect to
any Person, any indebtedness at any time outstanding, secured or unsecured,
contingent or otherwise, which is for borrowed money (whether or not the
recourse of the lender is to the whole of the assets of such Person or only to a
portion thereof), or evidenced by bonds, notes, debentures or similar
instruments or representing the balance deferred and unpaid of the purchase
price of any property (excluding, without limitation, any balances that
constitute accounts payable or trade payables, and other liabilities arising in
the ordinary course of business) and shall also include, to the extent not
otherwise included (i) any Capitalized Lease Obligations, (ii) obligations
secured by a Lien to which the property or assets owned or held by such Person
is subject, whether or not the obligation or obligations secured thereby shall
have been assumed, (iii) all Indebtedness of others of the type described in the
other clauses of this definition (including all dividends of other Persons) the
payment of which is guaranteed, directly or indirectly, by such Person or that
is otherwise its legal liability or which such Person has agreed to purchase or
repurchase or in respect of which such Person has agreed contingently to supply
or advance funds (whether or not such items would appear upon the balance sheet
of the guarantor), (iv) all obligations for the reimbursement of any obligor on
any letter of credit, banker's acceptance or similar credit transaction, (v)
Disqualified Equity Interests, (vi) obligations of any such Person under any
Interest Rate Agreement applicable to any of the foregoing, and (vii)
Attributable Indebtedness. The amount of Indebtedness of any Person at any date
shall be the outstanding balance at such date of all unconditional obligations
as described above and, with respect to contingent obligations, the maximum
liability upon the occurrence of the contingency giving rise to the obligation,
provided, however, that (i) the amount outstanding at any time of any
Indebtedness issued with original issue discount is the principal amount of such
Indebtedness less the remaining unamortized portion of the original issue
discount of such Indebtedness at such time as determined in conformity with
GAAP, and (ii) Indebtedness shall not include any liability for federal, state,
local or other taxes. Notwithstanding any other provision of the foregoing
definition, any trade payable arising from the purchase of goods or materials or
for services obtained in the ordinary course of business shall not be deemed to
be "Indebtedness" of the Company or any Subsidiaries for purposes of this
definition. Furthermore, guarantees of (or 


                                       9
<PAGE>   18

obligations with respect to letters of credit supporting) Indebtedness otherwise
included in the determination of such amount shall not also be included.

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

                  "Independent Financial Advisor" means an accounting,
appraisal, investment banking or consulting firm of nationally recognized
standing that is, in the reasonable and good faith judgment of the Board of
Directors of the Company, qualified to perform the task for which such firm has
been engaged and is disinterested and independent with respect to the Company
and its Affiliates.

                  "Initial Principal Payment" means $2,000,000, which shall
reduce the principal due with respect to the Senior Note.

                  "Initial Principal Payment Date" means January 1, 2002.

                  "Insurance Proceeds" means any payment, proceeds or other
amounts received at any time under any insurance policy as compensation in
respect of a Casualty provided, that, business interruption insurance proceeds
shall not constitute Insurance Proceeds.

                  "interest" when used with respect to any Senior Note, means
the amount of all interest accruing on such Senior Note, including all interest
accruing subsequent to the occurrence of any events specified in Sections 6.1(7)
and (8) or which would have accrued but for any such event.

                  "Interest Payment Date" means (1) each January 1 and July 1
commencing on July 1, 1999 through January 1, 2001, (2) January 1, 2002, and (3)
January 1, 2003.

                  "Interest Rate Agreement" means, for any Person, any interest
rate swap agreement, interest rate cap agreement, interest rate collar agreement
or other similar agreement designed to protect the party indicated therein
against fluctuations in interest rates.

                  "Investments" means, directly or indirectly, any advance,
account receivable (other than an account receivable arising in the ordinary
course of business, including accounts receivable arising in the ordinary course
of business and acquired as part of the assets acquired by the Company in
connection with an acquisition of assets which is otherwise permitted by the
terms of this Indenture), loan or capital contribution to (by means of transfers
of property to others, payments for property or services for the account or use
of others or otherwise), the purchase of any stock, bonds, notes, debentures,
partnership or joint venture interests or other securities of, the acquisition,
by purchase or otherwise, of all or substantially all of the business or stock
or other evidence of beneficial ownership of, any Person, the guarantee or
assumption of the Indebtedness of any other Person (except for an assumption of
Indebtedness for which the assuming Person receives consideration with a fair
market value at least equal to the principal amount of the Indebtedness
assumed), the designation of a Subsidiary as an Unrestricted Subsidiary or the
making of any investment in any Person and all other items that would be



                                       10
<PAGE>   19

classified as investments on a balance sheet of such Person prepared in
accordance with GAAP. Investments shall exclude extensions of trade credit on
commercially reasonable terms in accordance with normal trade practices.

                  "IRF Note" means the Indiana Returned Facilities Note in the
amount of $3 million payable by BritWill Indiana Partnership, an Arizona general
partnership, to Omega HealthCare Investors, Inc.

                  "Issue Date" means the Effective Date of the Plan of
Reorganization.

                  "Kremser Notes" means those certain notes dated January 31,
1999 issued by the Company and certain subsidiaries to David Kremser, Bernice
Kremser, Holly Kremser, Michael Kremser, Stanley Kremser and ELK Meadows
Investments, L.L.C., and any amendments, replacements or refinancings of such
notes.

                  "Lien" means, with respect to any property or assets of any
Person, any mortgage or deed of trust, pledge, hypothecation, assignment,
deposit arrangement, security interest, lien, charge, easement, encumbrance,
preference, priority, or other security agreement or preferential arrangement of
any kind or nature whatsoever on or with respect to such property or assets
(including, without limitation, any Capitalized Lease Obligation, conditional
sales, or other title retention agreement having substantially the same economic
effect as any of the foregoing).

                  "Loss Event" means a Condemnation or Casualty involving an
actual or constructive total loss or agreed or compromised actual or
constructive total loss of all or substantially all of any Property constituting
Collateral, except where the Company reasonably concludes that Restoration of
such Property can be made in accordance with this Indenture and elects to do so
in an Officers' Certificate delivered to the Trustee within 90 days of the
relevant Condemnation or Casualty.

                  "Maturity Date" means January 1, 2003.

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

                  "Net Income" means, with respect to any Person for any period,
the net income (loss) of such Person determined in accordance with GAAP.

                  "Net Investments" means the excess of (i) the aggregate of all
Investments made by the Company or a Subsidiary thereof on or after the Issue
Date (in the case of an Investment made other than in cash, the amount shall be
the fair market value of such Investment as determined in good faith by the
Board of Directors of the Company) over (ii) the sum of (A) the aggregate amount
returned in cash on such Investments whether through interest payments,
principal payments, dividends or other distributions and (B) the net cash
proceeds received by the Company or such Subsidiary from the disposition of all
or any portion of such Investments (other than to a Subsidiary of the Company),
provided, however, that with respect to all Investments made in Unrestricted
Subsidiaries the sum of clauses (A) and (B) above with respect 



                                       11
<PAGE>   20

to such Investments shall not exceed the aggregate amount of all Investments
made in all Unrestricted Subsidiaries.

                  "Net Proceeds" means (a) in the case of any sale of Equity
Interests by the Company, the aggregate net proceeds received by the Company,
after payment of expenses, commissions and the like incurred in connection
therewith, whether such proceeds are in cash or in property (valued at the fair
market value thereof, as determined in good faith by the Board of Directors of
the Company, at the time of receipt), and (b) in the case of any exchange,
exercise, conversion or surrender of outstanding securities of any kind for or
into Equity Interests of the Company which are not Disqualified Equity
Interests, the net book value of such outstanding securities on the date of such
exchange, exercise, conversion or surrender (plus any additional amount required
to be paid by the holder to the Company upon such exchange, exercise, conversion
or surrender, less any and all payments made to the holders, e.g., on account of
fractional shares and less all expenses incurred by the Company in connection
therewith).

                  "Obligations" means, with respect to any Indebtedness, any
principal, premium, interest, penalties, fees, indemnifications, reimbursements,
damages and other expenses payable under the documentation governing such
Indebtedness.

                  "Officer" means, with respect to any Person, the Chief
Executive Officer, the President, any Vice President, the Chief Financial
Officer or the Treasurer of such Person, the Controller or the Secretary of the
Company or a Guarantor, or any other officer designated by the Board of
Directors of such Person, as the case may be (or, in the case of a Person that
is a partnership (or other non-corporate Person), of a general partner (or
analogous individuals) of such Person in such capacity).

                  "Officers' Certificate" means, with respect to any Person, a
certificate signed by the Chief Executive Officer, the President or any Vice
President and the Chief Financial Officer or any Treasurer of such Person (or,
in the case of a Person that is a partnership (or other non-corporate Person),
of a general partner (or analogous individuals) of such Person in such capacity)
that shall comply with applicable provisions of this Indenture.

                  "Opinion of Counsel" means a written opinion from legal
counsel which counsel is reasonably acceptable to the Trustee.

                  "Permitted Indebtedness" means:

                  (i)      Indebtedness (plus interest, premium, fees and other
                           obligations associated therewith) of the Company or
                           any Subsidiary thereof arising under or in connection
                           with Permitted Secured Indebtedness;

                  (ii)     Indebtedness under the Senior Notes;

                  (iii)    Interest Rate Agreements;

                                       12
<PAGE>   21
                  (iv) Additional Indebtedness of the Company, including
         Indebtedness incurred in connection with or arising out of Capitalized
         Lease Obligations in an aggregate principal amount outstanding at any
         time not to exceed (x) $15 million plus (y) $15 million less the amount
         of Permitted Secured Indebtedness;

                  (v) Indebtedness of a Subsidiary issued to and held by the
         Company or a Subsidiary or Indebtedness of the Company to a Subsidiary
         in respect of intercompany advances or transactions;

                  (vi)     Indebtedness outstanding on the Issue Date;

                  (vii)    Refinancing Indebtedness; and

                  (viii) Any Indebtedness provided for in the Plan of
         Reorganization, including the addition of the Brit-Texas Facilities to
         the Omega New Master Lease (as such terms are defined in the Plan of
         Reorganization), but excluding the New Line of Credit (as defined in
         the Plan of Reorganization).

                  "Permitted Investments" means, for any Person, Investments
made on or after the date of this Indenture consisting of:

                  (i)      Temporary Cash Investments;

                  (ii) (A) Investments in the Company or a Subsidiary of the
         Company, (B) Investments in any Person, if (1) as a result of such
         Investment (y) such Person becomes a Wholly-Owned Subsidiary of the
         Company or (z) such Person is merged, consolidated or amalgamated with
         or into, or transfers or conveys substantially all of its assets to, or
         is liquidated into, the Company or a Wholly-Owned Subsidiary thereof
         and (2) after giving effect to such Investment the Company is in
         compliance with Sections 4.17 and 5.1 hereof and (C) Net Investments in
         any Person, provided, however, that the aggregate amount of all such
         Net Investments made pursuant to this clause (C) shall not exceed $5
         million at any one time outstanding;

                  (iii) Investments represented by accounts receivable created
         or acquired in the ordinary course of business;

                  (iv) Advances to employees in the ordinary course of business
         not to exceed an aggregate of $250,000 outstanding at any one time;

                  (v)      Investments under or pursuant to Interest Rate 
         Agreements;

                  (vi) An investment that is made by the Company or a Subsidiary
         thereof in the form of any Equity Interests, Indebtedness or securities
         that are issued by any Person solely as partial consideration for the
         consummation of an Asset Sale that is otherwise permitted under Section
         4.8 hereof;

                                       13
<PAGE>   22

                  (vii)    Investments in the Senior Notes;

                  (viii)   Investments existing on the Issue Date;

                  (viii)   Investments in connection with a Permitted Mortgage
                           Financing; and

                  (ix)     Investments provided for in the Plan of
                           Reorganization.

                  "Permitted Liens" means, without duplication, (i) Liens
existing on the date of this Indenture, (ii) Liens in favor of the Company or
any Subsidiary thereof; provided that if such liens are on any Collateral, that
such liens are either collaterally assigned to the Trustee or subordinated to
the lien in favor of the Trustee securing the Senior Notes, (iii) Liens on
property of a Person existing at the time such Person becomes a Subsidiary of,
or is acquired by, merged into or consolidated with the Company or any
Subsidiary thereof, provided, however, that such Liens (a) were not created in
connection with or in anticipation of such acquisition, merger or consolidation
or such Person becoming a Subsidiary and (b) are not applicable to any other
property of the Company or any of the other Subsidiaries of the Company, (iv)
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 conducted, provided, however, that any
reserve or other appropriate provision as shall be required in conformity with
GAAP shall have been made therefor, (v) landlords', carriers', warehousemen's,
mechanics', materialmen's, repairmen's or other like Liens arising in the
ordinary course of business and with respect to amounts which are not yet
delinquent or are being contested in good faith by appropriate proceedings, (vi)
pledges or deposits made in the ordinary course of business in connection with
(a) leases, performance bonds and similar obligations, (b) workers'
compensation, unemployment insurance and other social security legislation, or
(c) securing the performance of surety bonds and appeal bonds required (1) in
the ordinary course of business or in connection with the enforcement of rights
or claims of the Company or a Subsidiary thereof or (2) in connection with
judgments that do not give rise to an Event of Default and which do not exceed
$3 million in the aggregate and are not paid by an unaffiliated insurance
carrier pursuant to any insurance policy maintained by the Company, (vii)
easements, rights-of-way, restrictions, minor defects or irregularities in title
and other similar encumbrances which, in the aggregate, do not materially
detract from the value of the property subject thereto or materially interfere
with the ordinary conduct of the business of the Company or any Subsidiary in
connection therewith, (viii) Liens to secure Purchase Money Indebtedness that is
otherwise permitted under this Indenture, provided, however, that (a) any such
Lien is solely for the purpose of securing Indebtedness representing, or
incurred to finance, refinance or refund, the cost (including sales and excise
taxes, installation and delivery charges and other direct costs of, and other
direct expenses paid or charged in connection with, such a purchase or
construction) of such Property, (b) the principal amount of the indebtedness
secured by such Lien does not exceed 100% of such costs, and (c) such Lien does
not extend to or cover any Property other than such item of Property and any
improvements on such item; (ix) Liens securing Permitted Secured Indebtedness,
(x) Liens securing Capitalized Lease Obligations permitted to be incurred under
clause (iv) of the definition of "Permitted Indebtedness," provided, however,
that such Lien does not extend to any property other than that subject to the
underlying lease, (xi) Liens pursuant to leases and subleases of real property
which do not interfere with the ordinary conduct of the 


                                       14
<PAGE>   23

business of the Company or any of its Subsidiaries and which are made on
customary and usual terms applicable to similar properties and in the case of
any lease of a healthcare facility do not extend to any property of the Company
or a Subsidiary other than the personal property located at such facility, (xii)
Liens securing reimbursement obligations under commercial letters of credit, but
only in or upon the goods the purchase of which were financed by such letters of
credit, (xiii) Liens securing Acquisition Indebtedness, provided that such Liens
do not extend to or cover any property other than the property directly or
indirectly acquired with the proceeds of such Acquisition Indebtedness and any
improvements thereto (unless such Liens are otherwise Permitted Liens), (xiv)
Liens securing Refinancing Indebtedness, provided, however, that such Liens
extend only to the assets securing the Indebtedness being extended, refinanced,
renewed or replaced, and such Indebtedness was previously secured by such asset
and provided, further, the terms of such Liens are no less favorable to the
holders of the Senior Notes than the Liens being extended, refinanced, renewed
or replaced, (xv) Liens securing a Permitted Mortgage Financing, (xvi) Liens in
favor of the Trustee, and (xvii) any Lien provided for in the Plan of
Reorganization.

                  "Permitted Mortgage Financing" means a transaction in which
(i) the Company and/or certain of its Subsidiaries would transfer certain assets
to one or more Unrestricted Subsidiaries, (ii) in consideration for such
transfer of assets, the Company would retain, directly or indirectly, 100% of
the Equity Interests in such Unrestricted Subsidiary or Subsidiaries (iii) such
Unrestricted Subsidiary or Subsidiaries would use the assets contributed by the
Company and/or its Subsidiaries as security for a mortgage refinancing and (iv)
all net proceeds received by such Unrestricted Subsidiary or Subsidiaries in
such mortgage refinancing would be dividended or otherwise transferred to the
Company and applied to redeem the Senior Notes in the manner contemplated in
this Indenture.

                  "Permitted Secured Indebtedness" means any Indebtedness (plus
interest, premium, fees and other obligations associated therewith), and any
refinancing, refunding, replacement, renewal or extension of, under agreements
evidencing any Indebtedness which is secured by assets of the Company or its
Subsidiaries, provided, however, that the aggregate amount of all such
Indebtedness outstanding (or committed to be advanced under the agreements to
which such Indebtedness relates) at any time, other than Indebtedness
outstanding on the Issue Date, shall not exceed $15 million.

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

                  "Plan of Reorganization" means that certain Debtors' First
Amended Joint Plan of Reorganization, dated October 15, 1998, as amended,
modified and supplemented.

                  "Pledge Agreements" means that certain Pledge Agreement
executed by the Company to encumber certain stock and other property in favor of
the Trustee, on behalf of the Holders of Notes.

                  "Preferred Equity Interest" means any Equity Interest of a
Person, however designated, which entitles the holder thereof to a preference
with respect to dividends, 



                                       15
<PAGE>   24

distributions or liquidation proceeds of such Person over the holders of any
other Equity Interest issued by such Person.

                  "principal" of a debt security means the principal amount of
the security plus, when appropriate, the premium, if any, on the security.

                  "Property" or "property" of any Person means all types of
real, personal, tangible, intangible or mixed property owned by such Person
whether or not included in the most recent consolidated balance sheet of such
Person and its Subsidiaries under GAAP.

                  "Purchase Money Indebtedness" means any Indebtedness incurred
in the ordinary course of business by a Person to finance the cost (including
the cost of construction) of an item of Property, the principal amount of which
Indebtedness does not exceed the sum of (i) 100% of such cost and (ii)
reasonable fees and expenses of such Person incurred in connection therewith.

                  "Redemption Date" when used with respect to any Senior Note to
be redeemed means the date fixed for such redemption pursuant to this Indenture.

                  "Refinancing Indebtedness" means Indebtedness that refunds,
refinances, renews, replaces or extends any Indebtedness of the Company or its
Subsidiaries outstanding on the Issue Date or other Indebtedness permitted to be
incurred by the Company or its Subsidiaries pursuant to the terms of this
Indenture, whether involving the same or any other lender or creditor or group
of lenders or creditors, but only to the extent that (i) the Refinancing
Indebtedness is subordinated to the Senior Notes to at least the same extent as
the Indebtedness being refunded, refinanced or extended, if at all, (ii) the
Refinancing Indebtedness is scheduled to mature either (a) no earlier than the
Indebtedness being refunded, refinanced or extended, or (b) after the maturity
date of the Senior Notes, (iii) such Refinancing Indebtedness has a weighted
average life to maturity at the time such Refinancing Indebtedness is incurred
that is equal to or greater than the weighted average life to maturity of the
Indebtedness being refunded, refinanced or extended, (iv) such Refinancing
Indebtedness is in an aggregate principal amount that is less than or equal to
the aggregate principal then outstanding under the Indebtedness being refunded,
refinanced or extended and (v) such Refinancing Indebtedness is incurred by the
same Person that initially incurred the Indebtedness being refunded, refinanced
or extended, except that the Company may incur Refinancing Indebtedness to
refund, refinance or extend Indebtedness of any Wholly-Owned Subsidiary of the
Company.

                  "Related Business" means the businesses carried out by the
Company or a Restricted Subsidiary on the date hereof and any reasonable
extensions thereof, including, without limitation, the ownership, operation and
management of nursing or assisted and independent living facilities.

                  "Restoration" means the restoration of all or any portion of
the Collateral in connection with any destruction or condemnation thereof.

                  "Restricted Payment" means any of the following: (i) the
declaration or payment of any dividend or any other distribution or payment on
Equity Interests of the Company or any 



                                       16
<PAGE>   25

Subsidiary thereof or any payment made to the direct or indirect holders (in
their capacities as such) of Equity Interests of the Company or any Subsidiary
thereof (other than (a) dividends or distributions payable solely in Equity
Interests (other than Disqualified Equity Interests) or in options, warrants or
other rights to purchase Equity Interests (other than Disqualified Equity
Interests) or (b) in the case of Subsidiaries of the Company, dividends or
distributions payable to the Company or to a Wholly-Owned Subsidiary of the
Company), (ii) the purchase, redemption or other acquisition or retirement for
value of any Equity Interest of the Company or any Subsidiary thereof (other
than Equity Interests owned by the Company or a Wholly-Owned Subsidiary,
excluding Disqualified Equity Interests), (iii) the making of any principal
payment on, or the purchase, defeasance, repurchase, redemption or other
acquisition or retirement for value, prior to any scheduled maturity, scheduled
repayment or scheduled sinking fund payment, of any Subordinated Indebtedness or
any of the Kremser and Whiteland Notes or (iv) the making of any Investment or
guarantee of any Investment in any Person other than a Permitted Investment. For
purposes of determining the amount expended for Restricted Payments, cash
distributed or invested shall be valued at the face amount thereof and property
other than cash shall be valued at its fair market value.

                  "S&P" means Standard & Poor's Ratings Group and its 
successors.

                  "SEC" means the United States Securities and Exchange
Commission as constituted from time to time or any successor performing
substantially the same functions.

                  "Sale and Lease-Back Transaction" means any arrangement with
any Person providing for the leasing by the Company or any Subsidiary of the
Company of any real or tangible personal Property, which Property (i) has been
or is to be sold, conveyed or transferred by the Company or such Subsidiary to
such Person in contemplation of such leasing and (ii) would constitute an Asset
Sale if such Property had been sold in an outright sale thereof.

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

                  "Security Agreement" means that certain Security Agreement
executed by Quest Pharmacies, Inc., an Arizona corporation, and Sunbelt Therapy
Management Services, Inc., an Arizona corporation and its Subsidiaries, to
encumber certain property in favor of the Trustee, on behalf of the Holders of
Senior Notes.

                  "Senior Notes" means the securities that are issued under this
Indenture, as amended or supplemented from time to time pursuant to this
Indenture, including, without limitation, any notes issued in accordance with
Section 2.2 hereof.

                  "Sharing Agreement" means that certain agreement dated as of
January 31, 1999 among the Trustee, BritWill Indiana Partnership, BritWill
HealthCare Company, the Company (collectively, the "IRF Obligors") and Omega
Healthcare Investors, Inc., a Maryland corporation ("Omega"), whereby if certain
conditions in the Sharing Agreement are satisfied, payments of principal by the
IRF Obligors with respect to the IRF Note shall be shared pari passu among Omega
and the Holders.

                                       17
<PAGE>   26

                  "Subordinated Indebtedness" means Indebtedness of any Person
which is expressly subordinated in right of payment to any other Indebtedness of
such Person.

                  "Subsidiary" of any specified Person means any corporation,
partnership, joint venture, association or other business entity, whether now
existing or hereafter organized or acquired, (i) in the case of a corporation,
of which more than 50% of the total voting power of the Equity Interests
entitled (without regard to the occurrence of any contingency) to vote in the
election of directors, officers or trustees thereof is held by such first-named
Person or any of its Subsidiaries; or (ii) in the case of a partnership, joint
venture, association or other business entity, with respect to which such
first-named Person or any of its Subsidiaries has the power to direct or cause
the direction of the management and policies of such entity by contract or
otherwise or if in accordance with GAAP such entity is consolidated with the
first-named Person for financial statement purposes. Notwithstanding the
foregoing, an Unrestricted Subsidiary shall not be deemed a Subsidiary of the
Company other than for purposes of the definition of Unrestricted Subsidiary,
unless the Company shall have designated such Unrestricted Subsidiary as a
"Subsidiary" by written notice to the Trustee.

                  "TIA" means the Trust Indenture Act of 1939 (15 U.S. Code
Sections 77aaa-77bbbb) as in effect on the date of this Indenture (except as
provided in Section 8.3 hereof).

                  "Temporary Cash Investments" means (i) Investments in
marketable, direct obligations issued or fully guaranteed by the United States
of America, or of any governmental agency or political subdivision thereof,
backed by the full faith and credit of the United States and maturing within one
year of the date of purchase; (ii) Investments in time deposits, certificates of
deposit, bankers acceptances or commercial paper issued by a bank (or any parent
company of such bank) organized under the laws of the United States of America
or any State thereof or the District of Columbia, in each case having capital,
surplus and undivided profits totaling more than $500 million and rated at least
A by S&P and A-2 by Moody's, maturing within one year of purchase; (iii)
commercial paper that is rated at least A- by S&P or P-1 by Moody's, issued by a
company that is incorporated under the laws of the United States or of any State
and directly issues its own commercial paper, and has a remaining term to
maturity of not more than one year; (iv) a repurchase agreement with (A) any
commercial bank that is organized under the laws of any State or any national
banking association and that has total assets of at least $500 million, or (B)
any investment bank that is organized under the laws of any State and that has
total assets of at least $500 million, which agreement is secured by any one or
more of the securities and obligations described in clauses (i), (ii) or (iii)
of this definition of Temporary Cash Investments, which shall have a market
value (exclusive of accrued interest and valued at least monthly) at least equal
to the principal amount of such investments; or (v) Investments in money market
funds that invest substantially all of such funds' assets in the Investments
described in the preceding clauses (i), (ii), (iii) and (iv).

                  "Trust Officer" when used with respect to the Trustee, means
any officer or assistant officer of the Trustee assigned to the Corporate Trust
Administration department or similar department performing corporate trust work
of the Trustee or any successor to such department or, in the case of a
successor Trustee, any officer of such successor Trustee performing corporate
trust functions similar to those performed by any of the above designated

                                       18
<PAGE>   27

officers and also means, with respect to a particular corporate trust matter,
any other officer to whom such matter is referred because of his knowledge of
and familiarity with the particular subject.

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

                  "UCC-1s" means those financing statements and fixture filings
filed by the Company or any Guarantor in connection with any of the Collateral
Documents.

                  "Unrestricted Subsidiary" means (i) any Subsidiary of an
Unrestricted Subsidiary and (ii) any Subsidiary of the Company which shall have
been designated after the Issue Date as an Unrestricted Subsidiary by a
resolution adopted by the Board of Directors of the Company; provided that a
Subsidiary organized or acquired after the Issue Date may be so classified as an
Unrestricted Subsidiary only if such classification is in compliance with
Section 4.13 hereof and an Unrestricted Subsidiary may be designated as a
Subsidiary (but only if such classification is in compliance with the definition
of "Subsidiary" contained in this Section 1.1). The Trustee shall be given
prompt written notice by the Company of each resolution adopted by the Board of
Directors of the Company under this provision, together with a copy of each such
resolution adopted.

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

                  "Whitehead Notes" mean those certain notes dated January 31,
1999 issued by Company to UNHC Real Estate Holdings, Ltd. and to BritWill
Investment Company, Ltd. and any replacements, amendments or refinancing.

                  "Wholly-Owned Subsidiary" means any Subsidiary all of the
outstanding Equity Interests (other than directors' qualifying shares) of which
are owned, directly or indirectly, by the Company.



                                       19
<PAGE>   28

Section 1.2.      Other Definitions.

                  The definitions of the following terms may be found in the
Sections indicated as follows:
                   Term                       Defined in Section

      "Agent Members"                                       2.15
      "Bankruptcy Law"                                       6.1
      "Business Day"                                        12.8
      "Covenant Defeasance"                                  9.3
      "Custodian"                                            6.1
      "Event of Default"                                     6.1
      "Legal Defeasance"                                     9.2
      "Legal Holiday"                                       12.8
      "Paying Agent"                                         2.3
      "Physical Notes"                                       2.1
      "Registrar"                                            2.3
      "Required Filing Date"                                 4.2
      "transfer"                                             5.1

Section 1.3.      Incorporation by Reference of Trust Indenture Act.

                  Whenever this Indenture refers to a provision of the TIA, the
portion of such provision required to be incorporated herein in order for this
Indenture to be qualified under the TIA is incorporated by reference in and made
a part of this Indenture. The following TIA terms used in this Indenture have
the following meanings:

                      "Commission" means the SEC.

                      "indenture securities" means the Senior Notes.

                      "indenture security holder" means a Holder.

                      "indenture to be qualified" means this Indenture.

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

                      "obligor on the indenture securities" means the 
                      Company,  the  Guarantors or any other obligor on 
                      the Senior Notes.

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

                                       20
<PAGE>   29

Section 1.4.      Rules of Construction.

                  Unless the context otherwise requires:

                  (1)      a term has the meaning assigned to it herein, whether
                           defined expressly or by reference;

                  (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)      words used herein implying any gender shall apply to
                           every gender;

                  (6)      "herein," "hereof" and other words of similar import
                           refer to this Indenture as a whole and not to any
                           particular Article, Section or Subdivision, unless
                           expressly stated otherwise; and

                  (7)      provisions apply to successive events and
                           transactions.

                                   ARTICLE 2

                                THE SENIOR NOTES

Section 2.1.      Dating; Incorporation of Form in Indenture.

                  The aggregate principal amount of Senior Notes which may be
delivered under this Indenture is limited to $26 million, subject to adjustment
as set forth in Section 8.1(7). The Senior Notes may be issued from time to
time. Any Senior Notes issued after the date of this Indenture shall be issued
pursuant to a Company Request. The Senior Notes and the Trustee's certificate of
authentication shall be substantially in the form of Exhibit B which is
incorporated in and made part of this Indenture. The Senior Notes may have
notations, legends or endorsements required by law, stock exchange rule, usage,
or agreements to which the Company or any Guarantor is subject. The Company may
use "CUSIP" numbers in issuing the Senior Notes. The Company shall approve the
form of the Senior Notes. Each Senior Note shall be dated the date of its
authentication.

                  One or more permanent Global Notes issued and delivered
hereunder may be in registered form, substantially in the form set forth in
Exhibit B, having the legend set forth in Exhibit C, may be issued to the
Depository, to the extent such Depository is the Registered Holder of the
applicable Senior Notes. Otherwise, Senior Notes hereunder may be issued in the

                                       21
<PAGE>   30

form of certificated Senior Notes in registered form in substantially the form
set forth in Exhibit B (the "Physical Notes").

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

Section 2.2.      Execution and Authentication.

                  The Senior Notes shall be executed on behalf of the Company by
two Officers of the Company or an Officer and an Assistant Secretary of the
Company. Such signatures may be either manual or facsimile. If an Officer whose
signature is on a Senior Note no longer holds that office at the time the
Trustee authenticates the Senior Note or at any time thereafter, the Senior Note
shall be valid nevertheless.

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

                  The Trustee or an authenticating agent shall authenticate
Senior Notes for original issue in the aggregate principal amount of up to $26
million, subject to adjustment pursuant to Section 8.1(7). The Trustee shall
issue Senior Notes upon a Company Request. The aggregate principal amount of
Senior Notes outstanding at any time may not exceed such amount except as
provided in Section 2.7 hereof. The Senior Notes shall be issuable only in
registered form without coupons and only in denominations of $100 and integral
multiples thereof.

                  The Trustee may appoint an authenticating agent acceptable to
the Company to authenticate Senior Notes. Unless limited by the terms of such
appointment, an authenticating agent may authenticate Senior Notes whenever the
Trustee may do so. Each reference in this Indenture to authentication by the
Trustee includes authentication by such agent. Such authenticating agent shall
have the same right as the Trustee in dealing with the Company or an Affiliate.

                                       22
<PAGE>   31

Section 2.3.      Registrar and Paying Agent.

                  The Company shall appoint a registrar, which shall maintain an
office or agency where Senior Notes may be presented for registration of
transfer or for exchange ("Registrar"), and a paying agent, which shall maintain
an office or agency located in the Borough of Manhattan, City of New York, State
of New York where Senior Notes may be presented for payment ("Paying Agent") and
shall maintain an office or agency where notices and demands to or upon the
Company in respect of the Senior Notes and this Indenture may be served. The
Registrar shall keep a register of the Senior Notes and of their transfer and
exchange. The Company may appoint one or more co-registrars and one or more
additional paying agents. The Company or any Affiliate may act as Paying Agent.
The Company may change any Paying Agent, Registrar or co-registrar without
notice to any Noteholder.

                  The Company shall enter into an appropriate agency agreement
with any Registrar or Paying Agent not a party to this Indenture. 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 agent for service
of notices and demands, or fails to give the foregoing notice, the Trustee shall
act as such and shall be entitled to appropriate compensation pursuant to
Section 7.7. The Company initially appoints the Trustee as Registrar, Paying
Agent and agent for service of notices and demands in connection with the Senior
Notes.

Section 2.4.      Paying Agent to Hold Money in Trust.

                  On or before each due date of the principal of, premium if
any, and interest on any Senior Notes, the Company shall deposit with the Paying
Agent a sum sufficient to pay such principal, premium if any, and interest so
becoming due. Each Paying Agent shall hold in trust for the benefit of
Noteholders or the Trustee all money held by the Paying Agent for the payment of
principal of or interest on the Senior Notes (whether such money has been paid
to it by the Company or any other obligor on the Senior Notes), and the Company
and the Paying Agent shall notify the Trustee of any default by the Company or
any Guarantor (or any other obligor on the Senior Notes) in making any such
payment. Money held in trust by the Paying Agent need not be segregated except
as required by law and in no event shall the Paying Agent be liable for any
interest on any money received by it hereunder. The Company at any time may
require a Paying Agent to pay all money held by it to the Trustee, and the
Trustee may at any time during the continuance of any Event of Default specified
in Section 6.1(1) or (2), upon written request to a Paying Agent, require such
Paying Agent to forthwith pay to the Trustee all sums so held in trust by such
Paying Agent together with a complete accounting of such sums. Upon doing so,
the Paying Agent shall have no further liability for the money delivered to the
Trustee.

Section 2.5.      Noteholder Lists.

         The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
Noteholders. If the Trustee is not the Registrar, the Company shall furnish to
the Trustee on or prior to the fifth Business Day before each Interest Payment
Date, and at such other times as the Trustee may request in writing, a list 



                                       23
<PAGE>   32

in such form and as of such date as the Trustee may reasonably require of the
names and addresses of Noteholders, including the aggregate principal amount of
Senior Notes held by each such Noteholder.

Section 2.6.      Transfer and Exchange.

         Subject to Section 2.16, when a Senior Note is presented to the
Registrar with a request to register the transfer thereof, the Registrar shall
register the transfer as requested if the requirements of applicable law are met
and, when Senior Notes are presented to the Registrar with a request to exchange
them for an equal principal amount of Senior Notes of other authorized
denominations, the Registrar shall make the exchange as requested, provided that
every Senior Note presented or surrendered for registration of transfer or
exchange shall be duly endorsed or be accompanied by a written instrument of
transfer in form satisfactory to the Company and the Registrar duly executed by
the Holder thereof or his attorney, duly authorized in writing. To permit
registration of transfers and exchanges, upon surrender of any Senior Note for
registration of transfer at the office or agency maintained pursuant to Section
2.3 hereof, the Company shall issue and execute and the Trustee shall
authenticate Senior Notes at the Registrar's request. Any exchange or transfer
shall be without any service charge to the Noteholder, except that the Company
may require payment by the Noteholder of a sum sufficient to cover any tax or
the governmental charge that may be imposed in relation to a transfer or
exchange, but this provision shall not apply to any exchange pursuant to Section
2.9, 3.6, 4.18 or 8.5 hereof. The Trustee shall not be required to register
transfers of Senior Notes or to exchange Senior Notes for a period of 15 days
before selection of any Senior Notes to be redeemed. The Trustee shall not be
required to exchange or register transfers of any Senior Notes called or being
called for redemption in whole or in part, except the unredeemed portion of any
Senior Note being redeemed in part.

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

         Each Holder of a Senior Note agrees to indemnify the Company and the
Trustee against any liability that may result from the transfer, exchange or
assignment of such Holder's Senior Note in violation of any provision of this
Indenture and/or applicable U.S. Federal or state securities law.

         Except as expressly provided herein, neither the Trustee nor the
Registrar shall have any duty to monitor the Company's compliance with or have
any responsibility with respect to the Company's compliance with any Federal or
state securities laws.

Section 2.7.      Replacement Senior Notes.

         If a mutilated Senior Note is surrendered to the Registrar or Trustee
or if the Holder of a Senior Note presents evidence to the satisfaction of the
Company and the Trustee that the Senior Note has been lost, destroyed or
wrongfully taken and of the ownership thereof, the Company 



                                       24
<PAGE>   33

shall issue and the Trustee shall authenticate a replacement Senior Note if the
Holder of such Senior Note furnishes to the Company and the Trustee evidence
reasonably acceptable to them of the ownership and destruction, loss or theft of
such Senior Note. An indemnity bond may be required by the Company or the
Trustee that is sufficient in the judgment of the Company and the Trustee to
protect the Company, the Trustee or any Agent from any loss which any of them
may suffer if a Senior Note is replaced. The Company and the Trustee each may
charge for its expenses (including reasonable attorneys' fees and expenses) in
replacing a Senior Note. Every replacement Senior Note is an additional
obligation of the Company.

Section 2.8.      Outstanding Senior Notes.

         Senior Notes outstanding at any time are all Senior Notes authenticated
by the Trustee except for those cancelled by it, those delivered to it for
cancellation, and those described in this Section 2.8 as not outstanding.

         If a Senior Note is replaced pursuant to Section 2.7, it ceases to be
outstanding until the Company and the Trustee receive proof satisfactory to each
of them that the replaced Senior Note is held by a bona fide purchaser in whose
hands such obligation is a legal, valid and binding obligation of the Company.

         If a Paying Agent holds on a Redemption Date or Maturity Date money
sufficient to pay the principal of, premium, if any, and all accrued interest
with respect to Senior Notes payable on that date and is not prohibited from
paying such money to the Holders thereof pursuant to the terms of this
Indenture, then on and after that date such Senior Notes cease to be outstanding
and interest on them ceases to accrue.

         Subject to Section 12.6, a Senior Note does not cease to be outstanding
solely because the Company or an Affiliate holds the Senior Note.

Section 2.9.      Temporary Senior Notes.

         Until definitive Senior Notes are ready for delivery, the Company may
prepare and the Trustee shall authenticate temporary Senior Notes. Temporary
Senior Notes shall be substantially in the form, and shall carry all rights,
benefits and privileges, of definitive Senior Notes but may have variations that
the Company considers appropriate for temporary Senior Notes. Without
unreasonable delay, the Company shall prepare and the Trustee shall authenticate
definitive Senior Notes in exchange for temporary Senior Notes presented to it.

Section 2.10.     Cancellation.

         The Company at any time may deliver Senior Notes to the Trustee for
cancellation. The Registrar and the Paying Agent shall forward to the Trustee
any Senior Notes surrendered to them for transfer, exchange or payment. The
Trustee shall cancel and retain or may destroy (subject to the record-retention
requirements of the Exchange Act) or return to the Company, in accordance with
its normal practice, all Senior Notes surrendered for transfer, exchange,
payment or cancellation and if such Senior Notes are destroyed, deliver a
certificate of 



                                       25
<PAGE>   34

destruction to the Company. Subject to Section 2.7 hereof, the Company may not
issue new Senior Notes to replace Senior Notes in respect of which it has
previously paid all principal, premium and interest accrued thereon, or
delivered to the Trustee for cancellation.

Section 2.11.     Defaulted Interest.

         If the Company defaults in a payment of any interest on the Senior
Notes, it shall pay the defaulted amounts, plus (to the extent permitted by law)
any interest payable on defaulted amounts pursuant to Section 4.1 hereof, to the
persons who are Noteholders on a subsequent special record date.

         The Company shall fix the special record date and payment date for
payment of such defaulted amounts in a manner satisfactory to the Trustee and
provide the Trustee at least 20 days notice of the proposed amount of default
interest to be paid and the special payment date. At least 15 days before the
special record date, the Company shall mail or cause to be mailed to each
Noteholder at his address as it appears on the Senior Notes register maintained
by the Registrar a notice that states the special record date, the payment date
(which shall be not less than five nor more than ten days after the special
record date), and the amount to be paid. In lieu of the foregoing procedures,
the Company may pay defaulted interest in any other lawful manner satisfactory
to the Trustee.

Section 2.12.     Deposit of Moneys.

         Prior to 10:00 a.m., New York City time, as required, on (i) the
Initial Principal Payment Date, (ii) each Interest Payment Date, (iii) each date
that a payment is to be made pursuant to the Sharing Agreement, and (iv) the
Maturity Date, the Company shall have deposited with the Paying Agent in
immediately available funds money sufficient to make cash payments, if any, due
on such Initial Principal Payment Date, Interest Payment Date, date of any
payment pursuant to the Sharing Agreement, or Maturity Date, as the case may be,
in a timely manner which permits the Trustee to remit payment to the Holders at
such times. The principal and interest on Global Notes shall be payable to the
Depository or its nominee, as the case may be, as the sole registered owner and
the sole holder of the Global Notes represented thereby. The principal and
interest on Physical Notes shall be payable at the office of the Paying Agent.

Section 2.13.     CUSIP Number.

         The Company in issuing the Senior Notes may use a "CUSIP" number (or
numbers), and if so, the Trustee may use the CUSIP number(s) in notices of
redemption or exchange as a convenience to Holders, provided that any such
notice may state that no representation is made as to the correctness or
accuracy of the CUSIP number(s) printed in the notice or on the Senior Notes,
and that reliance may be placed only on the other identification numbers printed
on the Senior Notes. The Company will promptly notify in writing the Trustee of
any such CUSIP number used by the Company in connection with the Senior Notes
and any change in such CUSIP number.

                                       26
<PAGE>   35

Section 2.14.     Payments to Holders.

         Notwithstanding any provisions of this Indenture and the Senior Notes
to the contrary:

         (a) Except for any payments to be made on a Redemption Date or the
Maturity Date, payments with respect to any of the Senior Notes may be made by
the Paying Agent upon receipt from the Company of immediately available funds,
by check mailed to the Holder, at the address shown in the registrar of the
Senior Notes maintained by the Registrar pursuant to Section 2.3 hereof; or

         (b) At the request of a Holder, all payments with respect to any of the
Senior Notes, may be made by the Paying Agent upon receipt from the Company of
immediately available funds prior to 10:00 a.m., New York City time, directly to
the Holder of such Senior Note (whether by federal funds, wire transfer or
otherwise), provided, however, that no such federal funds, wire transfer or
other such direct payment shall be made to any Holder under this Section 2.14(b)
unless such Holder has delivered written instructions to the Trustee prior to
the relevant record date for such payment requesting that such payment will be
so made and designating the bank account to which such payments shall be so made
and in the case of payments of principal, surrenders the Senior Note to the
Trustee in exchange for a Senior Note or Senior Notes aggregating the same
principal amount as the unredeemed principal amount of the Senior Notes
surrendered. The Trustee shall be entitled to rely on the last instruction
delivered by the Holder pursuant to this Section 2.14(b) unless a new
instruction is delivered prior to the relevant record date for a payment date.
The Company will indemnify and hold the Trustee harmless against any loss,
liability or expense (including attorneys' fees and expenses) resulting from any
act or omission to act on the part of the Company or any such Holder in
connection with any such agreement or which the Paying Agent may incur as a
result of making any payment in accordance with any such agreement.

         All payments made on a Redemption Date are subject to Section 2.8 and
Article 3 hereof. No later than fifteen (15) days prior to the Maturity Date,
the Trustee shall notify the Holder, at the address shown in the registrar of
the Senior Notes maintained by the Registrar pursuant to Section 2.3 hereof,
that the Company expects that the final installment of principal of and interest
on the Senior Notes will be paid on the Maturity Date. Such notice shall specify
that such final installment will be payable only upon presentation and surrender
of such Senior Note and shall specify the place where such Senior Notes may be
presented and surrendered for payment of such installment. Additionally, in
accordance with Section 2.8, such Senior Notes shall cease to be outstanding.

Section 2.15.     Book-Entry Provisions for Global Notes.

                  (a) The Global Notes initially shall (i) be registered in the
name of the Depository or the nominee of such Depository, (ii) be delivered to
the Trustee as custodian for such Depository and (iii) bear legends as set forth
in Exhibit C.

                  Members of, or participants in, the Depository ("Agent
Members") shall have no rights under this Indenture with respect to any Global
Note held on their behalf by the 


                                       27
<PAGE>   36

Depository, or the Trustee as its custodian, or under the Global Note, and the
Depository may be treated by the Company, the Trustee and any agent of the
Company or the Trustee as the absolute owner of the Global Note for all purposes
whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the
Company, the Trustee or any agent of the Company or the Trustee from giving
effect to any written certification, proxy or other authorization furnished by
the Depository or impair, as between the Depository and its Agent Members, the
operation of customary practices governing the exercise of the rights of a
Holder of any Senior Note.

                  (b) Transfers of Global Notes shall be limited to transfer in
whole, but not in part, to the Depository, its successors or their respective
nominees. Interests of beneficial owners in the Global Notes may be transferred
or exchanged for Physical Notes in accordance with the rules and procedures of
the Depository and the provisions of Section 2.16. In addition, Physical Notes
shall be transferred to all beneficial owners in exchange for their beneficial
interests in Global Notes if (i) the Depository notifies the Company that it is
unwilling or unable to continue as Depository for any Global Note and a
successor depositary is not appointed by the Company within 90 days of such
notice or (ii) an Event of Default has occurred and is continuing and the
Registrar has received a written request from the Depository to issue Physical
Notes.

                  (c) In connection with any transfer or exchange of a portion
of the beneficial interest in any Global Note to beneficial owners pursuant to
paragraph (b), the Registrar shall (if one or more Physical Notes are to be
issued) reflect on its books and records the date and a decrease in the
principal amount of the Global Note in an amount equal to the principal amount
of the beneficial interest in the Global Note to be transferred, and the Company
shall execute, and the Trustee shall upon receipt of a written order from the
Company authenticate and make available for delivery, one or more Physical Notes
of like tenor and amount.

                  (d) In connection with the transfer of Global Notes as an
entirety to beneficial owners pursuant to paragraph (b), the Global Notes shall
be deemed to be surrendered to the Trustee for cancellation, and the Company
shall execute, and the Trustee shall authenticate and deliver, to each
beneficial owner identified by the Depository in writing in exchange for its
beneficial interest in the Global Notes, an equal aggregate principal amount of
Physical Notes of authorized denominations.

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

Section 2.16.     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 in TIA
Section 316(c).

                                       28
<PAGE>   37

Section 2.17.     Portal Market.

         The Company shall use its best efforts to have the Senior Notes
designated for trading on the Portal Market.

                                   ARTICLE 3

                                   REDEMPTION

Section 3.1.      Notices to Trustee.

         If the Company elects to redeem Senior Notes pursuant to Section 3.7
hereof, (i) at least 30 days prior to the Redemption Date in the case of a
partial redemption, (ii) at least 45 days prior to the Redemption Date in the
case of a total redemption or (iii) during such other period as the Trustee may
agree to in writing, the Company shall notify the Trustee in writing of the
Redemption Date, the principal amount of Senior Notes to be redeemed and the
redemption price, and deliver to the Trustee an Officers' Certificate stating
that such redemption will comply with the conditions contained in Section 3.7
hereof.

Section 3.2.      Selection by Trustee of Senior Notes to Be Redeemed.

         In the event that fewer than all of the Senior Notes are to be
redeemed, the Trustee shall select the Senior Notes to be redeemed, if the
Senior Notes are listed on a national securities exchange, in accordance with
the rules of such exchange or, if the Senior Notes are not so listed, on either
a pro rata basis or by lot, or such other method as it shall deem fair and
equitable. The Trustee shall promptly notify the Company of the Senior Notes
selected for redemption and, in the case of any Senior Notes selected for
partial redemption, the principal amount thereof to be redeemed. The Trustee may
select for redemption portions of the principal of the Senior Notes that have
denominations larger than $100. Senior Notes and portions thereof the Trustee
selects shall be redeemed in amounts of $100 or whole multiples of $100. For all
purposes of this Indenture unless the context otherwise requires, provisions of
this Indenture that apply to Senior Notes called for redemption also apply to
portions of Senior Notes called for redemption.

Section 3.3.      Notice of Redemption.

         At least 15 days, but no more than 30 days, before a Redemption Date,
the Company shall mail, or cause to be mailed, a notice of redemption by
first-class mail to each Holder of Senior Notes to be redeemed at his last
address as the same appears on the registry books maintained by the Registrar
pursuant to Section 2.3 hereof.

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



                                       29
<PAGE>   38

                  (1) the Redemption Date;

                  (2) the redemption price and the amount of accrued interest,
if any, to be paid;

                  (3) if any Senior Note is being redeemed in part, the portion
of the principal amount of such Senior Note to be redeemed and that, after the
Redemption Date and upon surrender of such Senior Note, a new Senior Note or
Senior Notes in principal amount equal to the unredeemed portion will be issued;

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

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

                  (6) that unless the Company defaults in making the redemption
payment, interest on Senior Notes called for redemption ceases to accrue on and
after the Redemption Date and that the only remaining right of the Holders of
such Senior Notes is to receive payment of the Senior Notes redemption price
upon surrender to the Paying Agent of the Senior Notes redeemed;

                  (7) the aggregate principal amount of Senior Notes that are
being redeemed.

         At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at the Company's sole expense.

Section 3.4.      Effect of Notice of Redemption.

         Once the notice of redemption described in Section 3.3 is mailed,
Senior Notes called for redemption become due and payable on the Redemption Date
and at the redemption price, including any premium, plus interest accrued to the
Redemption Date. Upon surrender to the Paying Agent, such Senior Notes shall be
paid at the redemption price, including any premium, plus interest accrued to
the Redemption Date, provided that if the Redemption Date is after a regular
interest payment record date and on or prior to the Interest Payment Date, the
accrued interest shall be payable to the Holder of the redeemed Senior Notes
registered on the relevant record date, and provided, further, that if a
Redemption Date is a Legal Holiday, 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 3.5.      Deposit of Redemption Price.

         On or prior to 10:00 A.M., New York City time, on each Redemption Date,
the Company shall deposit with the Paying Agent in immediately available funds
money sufficient to pay the redemption price of and accrued interest on all
Senior Notes to be redeemed on that date other 



                                       30
<PAGE>   39

than Senior Notes or portions thereof called for redemption on that date which
have been delivered by the Company to the Trustee for cancellation.

         On and after any Redemption Date, if money sufficient to pay the
redemption price of and accrued interest on Senior Notes called for redemption
shall have been made available in accordance with the preceding paragraph and
payment thereof is not prohibited pursuant to the terms of this Indenture, the
Senior Notes called for redemption will cease to accrue interest and the only
right of the Holders of such Senior Notes will be to receive payment of the
redemption price of and, subject to the first proviso in Section 3.4, accrued
and unpaid interest on such Senior Notes to the Redemption Date. If any Senior
Note called for redemption shall not be so paid, interest will be paid, from the
Redemption Date until such redemption payment is made, on the unpaid principal
of the Senior Note and any interest not paid on such unpaid principal, in each
case, at the rate and in the manner provided in the Senior Notes.

Section 3.6.      Senior Notes Redeemed in Part.

         Upon surrender of a Senior Note that is redeemed in part, the Trustee
shall authenticate for a Holder a new Senior Note equal in principal amount to
the unredeemed portion of the Senior Note surrendered.

Section 3.7.      Optional Redemption.

         The Company may redeem the Senior Notes, in whole or in part, at any
time at a redemption price equal to 100% of the principal amount thereof, plus
any accrued and unpaid interest to the Redemption Date.

                                    ARTICLE 4

                                    COVENANTS

Section 4.1.      Payment of Senior Notes.

         The Company shall pay the principal of, premium, if any, and interest,
which begins accruing on January 1, 1999, on the Senior Notes on the dates and
in the manner provided in the Senior Notes, the Sharing Agreement and this
Indenture, including the payment of the Initial Principal Payment on the Initial
Principal Payment Date. To the extent that the Company issues Senior Notes after
the Issue Date, the payment of interest on the first Interest Payment Date
subsequent to the issuance of such Senior Notes shall include interest accrued
from January 1, 1999 on such Senior Notes. An installment of principal, premium,
if any, or interest shall be considered paid on the date it is due if the
Trustee or Paying Agent holds on that date money designated for and sufficient
to pay such installment.

         If the Sharing Conditions (as set forth in the Sharing Agreement) have
been fulfilled, under the Sharing Agreement, the Holders are entitled to share
in any principal payments made by the IRF Obligors with respect to the IRF Note
(the "Shared Payments"), pari passu with Omega. Together with Holders' portion
of any Shared Payment, the Company shall submit to 


                                       31
<PAGE>   40

the Trustee an accounting of the Holders' portion of such Shared Payment.
Additionally, the Company shall designate the Holders' Shared Payment as either
interest or principal.

         The Company shall pay additional interest on overdue principal
(including post-petition interest in a proceeding under any Bankruptcy Law) and
overdue interest, to the extent lawful, at the rate equal to .75% per annum.

         Any Shared Payments designated as interest by the Company shall be
deposited by the Company and paid to the Holders by the Trustee in accordance
with Section 2.12(iv) and 2.14. If any Shared Payments are designated as
principal by the Company, the Company shall further instruct the Trustee in
writing that such principal amount:

                  (i) shall be treated as part of the Initial Principal Payment,
         in which case such principal amount shall be deposited by the Company
         and paid to the Holders in accordance with Sections 2.12(i) and 2.14;

                  (ii) shall be treated as part of the repayment of principal on
         the Maturity Date, in which case such principal amount shall be
         deposited by the Company and paid to the Holders in accordance with
         Sections 2.12(iv) and 2.14; or

                  (iii) shall be used to prepay principal pro rata among Holders
         of the Senior Notes. Following any such pro rata prepayment of
         principal, the records of the Trustee and the Registrar with respect to
         the principal amount then outstanding of each Senior Note shall be
         binding on the Holder thereof absent manifest error.


Section 4.2.      Reports.

         The Company will file with the SEC all information, documents and
reports to be filed with the SEC pursuant to Section 13 or 15(d) of the Exchange
Act, whether or not the Company is subject to such filing requirements, so long
as the SEC will accept such filings on or prior to the respective dates (the
"Required Filing Dates") by which the Company would have been or is required to
so file such documents. The Company (at its own expense) shall also in any event
within 15 days after each Required Filing Date (i) transmit by mail to all
Holders, at their addresses appearing in the register of Senior Notes maintained
by the Registrar and (ii) file with the Trustee within 15 days after the
Required Filing Date, copies of the annual reports and of the information,
documents and other reports (or copies of such portions of any of the foregoing
as the SEC may by rules and regulations prescribe) which the Company files with
the SEC pursuant to Section 13 or 15(d) of the Exchange Act or would be required
to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange
Act. Upon qualification of this Indenture under the TIA, the Company shall
comply with the provisions of TIA Section 314(a). 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 rely exclusively on Officers'
Certificates).



                                       32
<PAGE>   41

Section 4.3.      Waiver of Stay, Extension or Usury Laws.

         The Company and each Guarantor covenants (to the extent that it may
lawfully do so) that it will not at any time insist upon, or plead (as a defense
or otherwise) or in any manner whatsoever claim or take the benefit or advantage
of, any stay or extension law or any usury law or other law which would prohibit
or forgive the Company or such Guarantor, as the case may be, from paying all or
any portion of the principal of, premium, if any, and/or interest on the Senior
Notes as contemplated herein, wherever enacted, now or at any time hereafter in
force, or which may affect the covenants or the performance of this Indenture;
and (to the extent that it may lawfully do so) the Company and each Guarantor
hereby expressly waives all benefit or advantage of any such law, and covenants
that it will not hinder, delay or impede the execution of any power herein
granted to the Trustee, but will suffer and permit the execution of every such
power as though no such law had been enacted.

Section 4.4.      Compliance Certificate.

                  (a) The Company and each Guarantor shall deliver to the
Trustee, within 120 days after the end of each fiscal year and on or before 50
days after the end of the first, second and third quarters of each fiscal year,
an Officers' Certificate (one of the signers of which shall be the principal
executive officer, principal financial officer or principal accounting officer
of the Company or such Guarantor, as the case may be) stating that a review of
the activities of the Company or such Guarantor, as the case may be, during such
fiscal year or fiscal quarter, as the case be, has been made under the
supervision of the signing Officers with a view to determining whether the
Company or such Guarantor, as the case may be, 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 knowledge the
Company or such Guarantor, as the case may be, 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 hereof (or, if a Default or Event of Default shall have occurred,
describing all or such Defaults or Events of Default of which he may have
knowledge and what action the Company or such Guarantor, as the case may be, is
taking or proposes to take with respect thereto).

                  (b) So long as (and to the extent) not contrary to the then
current recommendations of the American Institute of Certified Public
Accountants, the year-end financial statements delivered pursuant to Section 4.2
above shall be accompanied by a written statement of the Company's 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 has violated any provisions of this Article 4 or 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 for any failure to obtain knowledge of any such
violation.



                                       33
<PAGE>   42

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

Section 4.5.      Taxes.

         The Company shall pay or discharge or cause to be paid or discharged,
before the same shall become delinquent, (a) all taxes, assessments and
governmental charges levied or imposed upon it or its Subsidiaries' income,
profits or property and (b) all lawful claims for labor, materials and supplies
which, if unpaid, might by law become a Lien upon their property; provided,
however, that the Company shall not be required to pay or discharge or cause to
be paid or discharged any such tax, assessment, charge or claim whose amount,
applicability or validity is being contested in good faith by appropriate
negotiations or proceedings.

Section 4.6.      Limitation on Additional Indebtedness.

         The Company will not, and will not permit any of its Subsidiaries to,
directly or indirectly, incur (as defined herein) any Indebtedness (including
Acquired Indebtedness) other than Permitted Indebtedness; provided, however,
that the Company or its Subsidiaries may incur Indebtedness (including Acquired
Indebtedness) (a) if (i) after giving effect on a pro forma basis to the
incurrence of such Indebtedness and to the extent set forth in the definition of
Consolidated Fixed Charge Coverage Ratio the receipt and application of the
proceeds thereof, the Company's Consolidated Fixed Charge Coverage Ratio would
be greater than 1:4 to 1; and (ii) no Default or Event of Default shall have
occurred and be continuing at the time or as a consequence of the incurrence of
such Indebtedness and (b) in connection with a Permitted Mortgage Financing.

         The Company will not, and will not permit any of its Subsidiaries to,
directly or indirectly, incur any Indebtedness that by its terms (or by the
terms of any agreement governing such Indebtedness) is expressly made
subordinate to any other Indebtedness of the Company or any Subsidiary unless
such Indebtedness is also expressly by its terms (or by the terms of any
agreement governing such Indebtedness) subordinated to the same extent and in
the same manner to the Senior Notes; provided, however, that no Indebtedness of
the Company shall be deemed to be subordinated to any other Indebtedness of the
Company or any Subsidiary solely because such other Indebtedness is secured.

Section 4.7.      Limitation on Restricted Payments.

         The Company and the Guarantors will not, and will not permit any of
their Subsidiaries to, directly or indirectly, make, any Restricted Payment,
other than a Restricted Payment in connection with the Company's exercise of an
option to acquire 25% of the Common Stock of Quest, unless (a) no Default or
Event of Default shall have occurred and be continuing at the time of or
immediately after giving effect to such Restricted Payment; (b) immediately
after giving pro forma effect to such Restricted Payment, the Company could
incur $1.00 of additional 



                                       34
<PAGE>   43

Indebtedness (other than Permitted Indebtedness) under Section 4.6 hereof; and
(c) immediately after giving effect to such Restricted Payment, the aggregate of
all Restricted Payments declared or made after the Issue Date through and
including the date of such Restricted Payment (the "Base Period") does not
exceed the sum of (1) 50% of the Company's Consolidated Net Income (or in the
event such Consolidated Net Income shall be a deficit, minus 100% of such
deficit) during the Base Period, and (2) 100% of the aggregate Net Proceeds,
including the fair market value of securities or other property received by the
Company from the issue or sale during the Base Period, of Equity Interests
(other than Disqualified Equity Interests or equity interests of the Company
issued to any Subsidiary of the Company) of the Company or any Indebtedness or
other securities of the Company convertible into or exercisable or exchangeable
for Equity Interests (other than Disqualified Equity Interests) of the Company
which has been so converted or exercised or exchanged, as the case may be. For
purposes of determining under this clause (c) the amount expended for Restricted
Payments, cash distributed shall be valued at the face amount thereof and
property other than cash will be valued at its fair market value.

         The provisions of this Section 4.7 shall not prohibit (i) the agreement
or commitment to make any payment or distribution permitted under this Indenture
or the payment or distribution so agreed or committed to be made as long as such
payment or distribution is made on the date of such agreement or commitment or
within 60 days thereof, provided, however, that on the date of such agreement or
commitment such payment would comply with the foregoing provisions, it being
understood that the agreement or commitment to make such payment or distribution
shall constitute Permitted Indebtedness, (ii) the retirement of any Equity
Interests of the Company or Subordinated Indebtedness of the Company by
conversion into or by an exchange for Equity Interests (other than Disqualified
Equity Interests), or out of the Net Proceeds of the substantially concurrent
sale (other than to a Subsidiary of the Company) of other Equity Interests of
the Company (other than Disqualified Equity Interests); provided that Net
Proceeds of such Equity Interests so used shall no be included under clause (2)
of paragraph (c) above, (iii) the redemption or retirement of Subordinated
Indebtedness of the Company that is subordinated to the Senior Notes in exchange
for, by conversion into, or out of the Net Proceeds of, a substantially
concurrent sale or incurrence of Indebtedness (other than any Indebtedness owed
to a Subsidiary) of the Company that is contractually subordinated in right of
payment to the Senior Notes to at least the same extent as the Subordinated
Indebtedness being redeemed or retired and (iv) the retirement of any
Disqualified Equity Interests by conversion into, or by exchange for, shares of
Disqualified Equity Interests, or out of the Net Proceeds of the substantially
concurrent sale (other than to a Subsidiary of the Company) of other
Disqualified Equity Interests, provided, however, that in the case of the
immediately preceding clauses (ii) and (iii), no Default or Event of Default
shall have occurred and be continuing at the time of such Restricted Payment or
would occur as a result thereof.

         In determining the aggregate amount of restricted Payments made
subsequent to the Issue Date for purposes of this subparagraph (c), amounts
expended pursuant to clauses (i) and (ii) of the immediately preceding paragraph
shall be included, but without duplication, in such calculation.

         For purposes of calculating the Net Proceeds received by the Company
from the issuance or sale of its Equity Interests either upon the conversion of,
or in exchange for, Indebtedness of 



                                       35
<PAGE>   44

the Company or any Subsidiary, such amount will be deemed to be an amount equal
to the difference of (a) the sum of (i) the principal amount or accreted value
(whichever is less) of such Indebtedness on the date of such conversion or
exchange and (ii) the additional cash consideration, if any, received by the
Company upon such conversion or exchange, plus any payment on account of
fractional shares, minus (b) all expenses incurred in connection with such
issuance or sale. In addition, for purposes of calculating the Net Proceeds
received by the Company from the issuance or sale of its Equity Interests upon
the exercise of any options or warrants of the Company, such amount shall be
deemed to be an amount equal to the difference of (a) the additional cash
consideration, if any, received by the Company upon such exercise, minus (b) all
expenses incurred in connection with such issuance or sale.

         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 Section 4.7 were computed, which calculations may
be based upon the Company's latest available financial statements and, where
required, that no Default or Event of Default exists and is continuing and no
Default or Event of Default will occur immediately after giving effect to such
Restricted Payment.

Section 4.8.      Limitation on Certain Asset Sales.

                  (a) Neither the Company nor any of its Subsidiaries will
consummate or permit, directly or indirectly, any Asset Sale, unless (i) the
Company or such Subsidiary, as the case may be, receives consideration at the
time of each such Asset Sale at least equal to the Fair Market Value of the
Property subject to such Asset Sale, (ii) (x), in the case of an Asset Sale of
Property constituting Collateral, at least 33% of the consideration received by
the Company or such Subsidiary is in the form of cash or Temporary Cash
Investments and the balance shall be in the form of obligations due no later
than two years after the Asset Sale, (y) in the case of an Asset Sale of a
Designated Facility, at least 20% of such consideration is in the form of cash
or Temporary Cash Investments, and (z) in the case of all other Asset Sales, at
least 50% of the consideration is in the form of cash or Temporary Cash
Investments, (iii) the Company shall cause the Asset Sale Proceeds received in
respect of a sale of Property Constituting Collateral to become Collateral as
and when received by the Company or by any Subsidiary, (iv) no Default or Event
of Default shall have occurred and be continuing on the date of such proposed
Asset Sale or would result as a consequence of such Asset Sale and (v) such
Asset Sale will not materially adversely affect or materially impair the value
of the remaining Collateral or materially interfere with the Trustee's ability
to realize such value and will not materially impair the maintenance and
operation of the remaining Collateral; provided that the amount of (a) any notes
or other obligations received by the Company or such Subsidiary from such
transferee that are converted by the Company or such Subsidiary into cash (to
the extent of the cash received) within 30 days following the closing of such
Asset Sale, and (b) in the case of an Asset Sale of Property not constituting
Collateral, any Designated Noncash Consideration received by the Company or any
of its Subsidiaries in such Asset Sale having an aggregate Fair Market Value,
taken together with all other Designated Noncash Consideration received pursuant
to this clause (b) that is at that time outstanding, not to exceed $3 million at
the time of the receipt of such Designated Noncash Consideration being measured
at the time received and without giving 



                                       36
<PAGE>   45

effect to subsequent changes in value) shall be deemed to be cash for purposes
of clause (ii) of this provision.

                  (b) With respect to any Asset Sale Proceeds in the form of
cash or Temporary Cash Investments (including cash collected on any notes),
Insurance Proceeds or Condemnation Proceeds related to Collateral (the
"Collateral Proceeds Amount"), the Company shall make an offer (a "Collateral
Proceeds Offer") for up to a maximum principal amount (expressed as an integral
multiple of $100) of Senior Notes equal to the Collateral Proceeds Amount at a
purchase price 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
procedures set forth in this Indenture. To the extent that the aggregate amount
of Senior Notes tendered pursuant to such Collateral Proceeds Offer is less than
the amount of Collateral Proceeds, the Company may use such portion of the
Collateral Proceeds that is not used to purchase Senior Notes tendered for
general corporate purposes not inconsistent with the Senior Notes or this
Indenture. If the aggregate principal amount of the Senior Notes tendered
pursuant to such Collateral Proceeds Offer is more than the amount of the
Collateral Proceeds, the Senior Notes tendered will be repurchased on a pro rata
basis or by such other method as the Trustee shall deem fair and appropriate.
Upon the completion of any Collateral Proceeds Offer and the closing of any
repurchase of Senior Notes tendered pursuant to such Collateral Proceeds Offer,
the amount of Collateral Proceeds Amount shall be deemed to be zero.

         All Asset Sale Proceeds from Asset Sales of Property constituting
Collateral, Insurance Proceeds and Condemnation Proceeds from Loss Events and
non-cash consideration from Asset Sales of Property constituting Collateral,
including all Collateral Proceeds Amounts, shall be (i) subject to the perfected
first priority Lien in favor of the Trustee subject to Liens permitted under the
Collateral Documents in respect of the relevant item of Collateral, and (ii)
held in trust for the benefit of the holders of the Senior Notes and the
Trustee.

         If the Company is required to make a Collateral Proceeds Offer, the
Company shall mail, within 30 days following the date on which the Company
receives any Collateral Proceeds Amounts, notice to the holders of the Senior
Notes stating, among other things: (1) that such holders have the right to
require the Company to apply the Collateral Proceeds Amount to repurchase such
Senior Notes at a purchase price in cash equal to 100% of the principal amount
thereof plus accrued and unpaid interest, if any, to the date of purchase; (2)
the purchase date, which shall be no earlier than 30 days and not later than 60
days from the date such notice is mailed; (3) the instructions, determined by
the Company, that each holder of Senior Notes must follow in order to have such
Senior Notes repurchased; and (4) the calculations used in determining the
amount of Collateral Proceeds Amount to be applied to the repurchase of such
Senior Notes.

         In the event of the transfer of substantially all (but not all) of the
assets of the Company or any Subsidiary of the Company or substantially all (but
not all) of the assets of any division or line of business of the Company or any
Subsidiary of the Company as an entirety to a Person in a transaction or series
of related transactions permitted under Section 5.1 hereof, the successor
corporation shall be deemed to have sold the assets of the Company, the
Subsidiary or the division or line of business, as the case may be, not so
transferred for purposes of this covenant, 



                                       37
<PAGE>   46
and shall comply with the provisions of this covenant with respect to such
deemed sale as if it were an Asset Sale. In addition, the fair market value of
such assets of the Company, the Subsidiary or the division or line of business,
as the case may be, deemed to be sold shall be deemed to be Asset Sale Proceeds
for purposes of this covenant.


Section 4.9.      Limitation on Transactions with Affiliates.

                  (a) The Company will not, and will not permit any of its
Subsidiaries to, directly or indirectly, enter into or suffer to exist any
transaction or series of related transactions (including, without limitation,
the sale, purchase, exchange or lease of assets, property or services) with any
Affiliate of the Company (including any Affiliate in which the Company or any
Subsidiary thereof owns a minority interest) or holder of 10% or more of the
Company's Equity Interests (each such transaction, an "Affiliate Transaction")
or extend, renew, waive or otherwise modify the terms of any Affiliate
Transaction entered into prior to the Issue Date unless (i) such Affiliate
Transaction is solely between or among the Company and its Wholly-Owned
Subsidiaries; (ii) such Affiliate Transaction is solely between or among
Wholly-Owned Subsidiaries of the Company; (iii) such Affiliate Transaction is
for reasonable fees and compensation paid to, and indemnity provided on behalf
of, officers, directors, employees or consultants of the Company or any
Subsidiary thereof as reasonably determined in good faith by the Board of
Directors (when required as described below) or senior management of the Company
or of such Subsidiary having no interest in such Affiliate Transaction; or (iv)
the terms of such Affiliate Transaction are fair and reasonable to the Company
or such Subsidiary, as the case may be, and the terms of such Affiliate
Transaction are at least as favorable as the terms which could be obtained by
the Company or such Subsidiary, as the case may be, in a comparable transaction
made on an arm's-length basis between unaffiliated parties. In any Affiliate
Transaction involving an amount or having a value in excess of $1 million in any
one year which is not permitted under clause (i) or (ii) above, the Company or
such Subsidiary, as the case may be, must obtain a resolution of an independent
committee of its Board of Directors certifying that such Affiliate Transaction
complies with clause (iii) or (iv) above, as the case may be. 

                  (b) The foregoing provisions will not apply to (i) the payment
of reasonable annual compensation to directors or executive officers of the
Company, (ii) the purchase in the ordinary course of business of, supplies,
services and the like from the Company or any Subsidiary; and (iii) the
continued performance of transactions with Affiliates disclosed in the Plan of
Reorganization.

Section 4.10.     Limitations on Liens.

         The Company will not, and will not permit any of its Subsidiaries to,
create, incur or otherwise cause or suffer to exist or become effective any
Liens of any kind (other than Permitted Liens) upon any property or asset of the
Company or any Subsidiary or any shares of stock or debt of any Subsidiary which
owns property or assets, now owned or hereafter acquired, or any income or
profits therefrom, unless (i) if such Lien secures Indebtedness which is pari
passu with the Senior Notes, then the Senior Notes 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 or 



                                       38
<PAGE>   47

(ii) if such Lien secures Subordinated Indebtedness, any such Lien shall be
subordinated to a Lien on such property or asset or shares of stock or debt
granted to the Holders of the Senior Notes to the same extent as such
Subordinated Indebtedness is subordinated to the Senior Notes.

Section 4.11.     Limitations on Investments.

         The Company will not, and will not permit any of its Subsidiaries to,
make any Investment other than (i) a Permitted Investment or (ii) an Investment
that is made as a Restricted Payment in compliance with Section 4.7 hereof.

Section 4.12.     Limitation on Creation of Subsidiaries.

         The Company shall not create or acquire, nor permit any of its
Subsidiaries, except those Subsidiaries which are parties to the Omega Master
Lease, to create or acquire, any Subsidiary other than (i) an Unrestricted
Subsidiary, or (ii) a Subsidiary that, at the time it has either assets or
shareholders' equity in excess of $5,000, executes a Guarantee in the form
included as part of Exhibit A to this Indenture and reasonably satisfactory in
form and substance to the Trustee (and with documentation relating thereto as
the Trustee shall require, including, without limitation, a supplement or
amendment to this Indenture and an Opinion of Counsel as to the enforceability
of such Guarantee). 

Section 4.13.     Limitation on Subsidiaries and Unrestricted Subsidiaries.

         (a) The Company may by written notice to the Trustee designate any 
Subsidiary (including a newly acquired or newly formed Subsidiary (including any
such Subsidiary formed in connection with a Permitted Mortgage Financing)) to be
an Unrestricted Subsidiary, provided, however, that other than with respect to a
Subsidiary formed in connection with a Permitted Mortgage Financing (i) no
Default or Event of Default shall have occurred and be continuing or would arise
therefrom, (ii) such designation is at that time permitted under Section 4.7
hereof and (iii) immediately after giving effect to such designation, the
Company could incur $1.00 of additional Indebtedness (other than Permitted
Indebtedness) pursuant to Section 4.6 hereof:


                  (i) an "Investment" shall be deemed to have been made at the
time any Subsidiary is designated as an Unrestricted Subsidiary in an amount
(proportionate to the Company's percentage Equity Interest in such Subsidiary)
equal to the net worth of such Subsidiary at the time that such Subsidiary is
designated as an Unrestricted Subsidiary;

                  (ii) at any date the aggregate of all Restricted Payments made
as Investments since the Issue Date shall exclude and be reduced by an amount
(proportionate to the Company's percentage Equity Interest in such Subsidiary)
equal to the net worth of any Unrestricted Subsidiary at the time that such
Unrestricted Subsidiary is designated a Subsidiary, not to exceed, in the case
of any such redesignation of an Unrestricted Subsidiary as a Subsidiary, the
amount of Investments previously made by the Company and its Subsidiaries in
such Unrestricted Subsidiary (for purposes of clauses (a)(i) and (a)(ii) hereof,
"net worth" shall be calculated based upon the fair market value of the assets
of such Subsidiary as of any such date of designation); and

                                       39
<PAGE>   48

                  (iii) any property transferred to or from an Unrestricted
Subsidiary shall be valued at its fair market value at the time of such
transfer.

                  (b) Notwithstanding clause (a) above, the Board of Directors
of the Company may not designate any Subsidiary of the Company to be an
Unrestricted Subsidiary if, after such designation:

                  (i) the Company or any Subsidiary provides credit support for,
or a guarantee of, any Indebtedness or other obligation (contingent or
otherwise) of such Subsidiary (including any understanding, agreement or
instrument evidencing such Indebtedness or obligation) or is otherwise subject
to recourse or obligated thereunder or therefor;

                  (ii) a default with respect to any Indebtedness of such
Subsidiary (including any right which the holders thereof may have to take
enforcement action against such Subsidiary) would permit (upon notice, lapse of
time or both) any holder of any other Indebtedness of the Company or any
Subsidiary of the Company to declare a default on such other Indebtedness or
cause the payment thereof to be accelerated or payable prior to its final
scheduled maturity;

                  (iii) such Subsidiary owns any Equity Interests in, or owns or
holds any Lien on any property of, any Subsidiary which is not a Subsidiary of
the Subsidiary to be so designated;

                  (iv) such Subsidiary has any contract, arrangement, agreement
or understanding with the Company, or any Subsidiary of the Company, whether
written or oral, other than a transaction having terms no less favorable to the
Company or such Subsidiary of the Company than those which might be obtained at
the time from persons who are not Affiliates of the Company; or

                  (v) the Company or any Subsidiary of the Company has any
obligation to subscribe for any Equity Interest in such Subsidiary or to
maintain or preserve such Subsidiary's financial condition or to cause such
Subsidiary to achieve specified levels of operating results.


Section 4.14.     Limitation on Dividends and Other Payment Restrictions 
                  Affecting Subsidiaries.

         The Company will not, and will not permit any of its Subsidiaries to,
directly or indirectly, create or otherwise cause or suffer to exist or become
effective any consensual encumbrance or restriction of any kind on the ability
of any of its Subsidiaries to (a) pay dividends or make any other distributions
in cash or otherwise to the Company or any Subsidiary on its Equity Interests,
(b) pay any Indebtedness owed to the Company or any Subsidiary, (c) make loans
or advances to the Company or any Subsidiary thereof, (d) transfer any of its
properties or assets to the Company or any Subsidiary thereof (other than
customary restrictions on transfer of property subject to a Permitted Lien under
the term of the agreements creating 


                                       40
<PAGE>   49

such Permitted Lien (other than a Lien on cash not constituting proceeds of
non-cash property subject to a Permitted Lien) which would not materially
adversely affect the Company's ability to satisfy its obligations under the
Senior Notes), or (e) guarantee any Indebtedness of the Company or any
Subsidiary of the Company, except, in each case, for such encumbrances or
restrictions existing under or contemplated by reason of (i) the Senior Notes or
this Indenture, (ii) any restrictions existing under or contemplated by
agreements evidencing any Permitted Secured Indebtedness, (iii) any restrictions
which are in existence on the Issue Date or which exist with respect to a Person
that becomes a Subsidiary on or after the Issue Date, which are in existence at
the time such Person becomes a Subsidiary of the Company (but not created in
connection with or contemplation of such Person becoming a Subsidiary of the
Company and which encumbrance or restriction is not applicable to any Person or
the property or assets of any Person other than such Person or the property or
assets of such Person so acquired) and any agreement that refinances or replaces
the same, provided, however, that the terms and conditions of any such
restrictions are not materially less favorable in the aggregate to the holders
of the Senior Notes than those under or pursuant to the agreement being replaced
or the agreement evidencing the Indebtedness refinanced or replaced (iv)
customary non-assignment provisions in any contract or licensing agreement
entered into by the Company or any Subsidiary of the Company in the ordinary
course of business or in any lease governing any leasehold interest of the
Company or a Subsidiary and (v) any matter provided for in the Plan of
Reorganization.

Section 4.15.   Restriction on Sale and Issuance of Subsidiary Equity Interest.

         The Company and its Subsidiaries will not issue or sell, and will not
permit any other Subsidiaries to issue or sell, any Equity Interests of any
Subsidiary to any person other than the Company or a Wholly-Owned Subsidiary of
the Company, except for Common Equity Interests with no preferences or special
rights or privileges and with no redemption or prepayment provisions.

Section 4.16.     Limitation on Sale and Lease-Back Transactions.

         The Company will not, and will not permit any of its Subsidiaries to,
enter into any Sale and Lease-Back Transaction unless (i) the consideration
received in such Sale and Lease-Back Transaction is at least equal to the fair
market value of the property sold and (ii) immediately prior to and after giving
effect to the Attributable Indebtedness in respect of such Sale and Lease-Back
Transaction, the Company could incur at least $1.00 of additional Indebtedness
(other than Permitted Indebtedness) in compliance with Section 4.6 hereof.

                                       41
<PAGE>   50

Section 4.17.     Line of Business.

         The Company will not, and will not permit any of its Subsidiaries to,
engage in any business other than the provision of healthcare and health fitness
services, including without limitation, the ownership, operation or management
of healthcare facilities, the provision of services or supplies to the
healthcare business, providing care and/or housing for the elderly (including
independent living, assisted living or home healthcare), managed care or any
other business determined by the Company's Board of Directors, in good faith, to
be reasonably related to the foregoing.

Section 4.18.     Limitation on Status as Investment Company.

         Neither the Company nor any of its Subsidiaries shall take any action
or suffer to exist any condition that would require the Company or any of its
Subsidiaries to register as an "investment company" (as that term is defined in
the Investment Company Act of 1940, as amended), or otherwise become subject to
regulation as an investment company.

Section 4.19.     Corporate Existence.

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

Section 4.20.     Maintenance of Office or Agency.

         The Company shall maintain in the Borough of Manhattan, the City of New
York an office or agency where Senior Notes may be surrendered for registration
of transfer or exchange or for presentation for payment and where notices and
demands to or upon the Company in respect of the Senior Notes and this Indenture
may be served. The Company shall give prompt written notice to the Trustee of
the location, and any change in the location, of such office or agency. If at
any time the Company shall fail to maintain any such required office or agency
or shall fail to furnish the Trustee with the address thereof, such
presentations, surrenders, notices and demands may be made or served at the
address of the Trustee as set forth in Section 12.2.

         The Company may also from time to time designate one or more other
offices or agencies where the Senior Notes may be presented or surrendered for
any or all such purposes and may from time to time rescind such designations.
The Company shall give prompt written notice to the Trustee of such designation
or rescission and of any change in the location of any such other office or
agency; provided, however, that no such designation or rescission shall relieve
the 



                                       42
<PAGE>   51

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 initially appoints the Trustee as Registrar, Paying Agent
and Agent for service of notices and demands in connection with the Senior Notes
and this Indenture.

Section 4.21.     Maintenance of Properties and Insurance; Books and Records;
                  Compliance with Laws.

                  (a) The Company shall, and shall cause its Subsidiaries to, at
all times, cause all material properties used or useful to the conduct of their
business be maintained and kept in good condition, repair and working order
(reasonable wear and tear excepted) and supplied with all equipment deemed
necessary in the good faith judgment of the Officers of the Company and shall
cause to be made all necessary repairs, renewals, replacements, betterments and
improvements thereof, provided, however, that the Company or any Subsidiary
shall not be prevented hereby from discontinuing the operation or maintenance of
any of such properties, or disposing of any of them, if such discontinuance or
disposal is in the good faith judgment of the Board of Directors of the Company
or the Subsidiary concerned, as the case may be, desirable in the conduct of the
business of the Company or such Subsidiary, as the case may be, and is not
adverse in any material respect to the Holders.

                  (b) The Company and each of its Subsidiaries shall provide or
cause to be provided, for itself and each of their respective Subsidiaries,
insurance (including appropriate self-insurance) that is adequate and
appropriate for the conduct of the business of the Company and such Subsidiaries
in a prudent manner, with reputable insurers or with the government of the
United States of America or an agency or instrumentality thereof, in such
amounts, with such deductibles, and by such methods as shall be customary for
businesses similarly situated in the industry.

                  (c) The Company shall and shall cause each of its subsidiaries
to keep proper books of record and account, in which full and correct entries
shall be made of all financial transactions and the assets and business of the
Company and each Subsidiary of the Company, in accordance with GAAP consistently
applied to the Company and its Subsidiaries taken as a whole.

                  (d) The Company shall and shall cause each of its Subsidiaries
to comply with all statutes, laws, ordinances, or government rules and
regulations to which they are subject, non-compliance with which would
materially adversely affect the business, prospects, earnings, properties,
assets or condition (financial or other-wise) of the Company and its
Subsidiaries taken as a whole.

Section 4.22.     Further Assurances to the Trustee.

         The Company shall (and shall cause each of its Subsidiaries to do)
execute, acknowledge, deliver, record, re-record, file, re-file, register and
re-register, any and all such further acts, deeds, conveyances, security
agreements, mortgages, assignments, estoppel certificates, 



                                       43
<PAGE>   52

financing statements and continuations thereof, termination statements, notices
of assignment, transfers, certificates, assurances and other instruments as may
be required from time to time in order (i) to carry out more effectively the
purposes of the Collateral Documents, (ii) to subject to the Liens created by
any of the Collateral Documents any of the properties, rights or interest
required to be encumbered thereby, (iii) to perfect and maintain the validity,
effectiveness and priority of any of the Collateral Documents and the Liens
intended to be created thereby, and (iv) to better assure, convey, grant,
assign, transfer, preserve, protect and confirm to the Trustee any of the rights
granted or now or hereafter intended by the parties thereto to be granted to the
Trustee or under any other instrument executed in connection therewith or
granted to the Company under the Collateral Documents or under any other
instrument executed in connection therewith.

Section 4.23.     Collateral Documents.

         None of the Company or any of its Subsidiaries will amend, waive or
modify, or take or refrain from taking any action that has the effect of
amending, waiving or modifying, any provision of the Collateral Documents or
engaging in any transfer of assets from a company whose capital stock and assets
constitute Collateral or any restructuring of the affairs of such a company and
its subsidiaries to the extent that such amendment, waiver, modification, action
or restructuring could have an adverse effect on the rights of the Trustee or
the Holders, provided, that (i) the Collateral may be released or modified in an
Asset Sale as expressly authorized in this Indenture or in the Collateral
Documents; (ii) any Guarantee and pledges may be released in an Asset Sale as
expressly provided in this Indenture or in the Collateral Documents; and (iii)
this Indenture and any of the Collateral Documents may be otherwise amended,
waived or modified as set forth under Article 9 hereof.

Section 4.24.     Conduct of Certain Businesses.

         The Company will not and will not permit any of its Subsidiaries to,
engage in any of the pharmacy or therapy businesses of the type conducted as of
the date of this Indenture by Quest or Sunbelt and their respective
Subsidiaries, or to hold any material assets necessary or useful in connection
with the conduct of any such businesses, except through a Subsidiary all the
stock and assets of which shall be subject to a perfected first priority Lien in
favor of the Trustee or the Collateral Agent, for the benefit of the holders of
the Senior Notes, pursuant to security documents substantially similar to the
Collateral Documents and otherwise in form and substance satisfactory to the
Trustee.

                                       44
<PAGE>   53

Section 4.25.     Condition Subsequent.

         No later than 14 days after the Issue Date, (i) Sunbelt shall have
entered into a pledge agreement with the Trustee or the Collateral Agent
pursuant to which Sunbelt grants the Trustee or the Collateral Agent a Lien on
the stock of each of Sunbelt's Subsidiaries, (ii) the Company and Sunbelt shall
have delivered to the Trustee or the Collateral Agent such financing statements,
stock certificates and otherwise taken all acts appropriate to perfect such
Liens, and (iii) documents granting such Liens shall be in form and substance
satisfactory to the Trustee. Any documents or instruments delivered pursuant to
this Section 4.25 shall be deemed Collateral Documents.


                                   ARTICLE 5

                              SUCCESSOR CORPORATION

Section 5.1.      Merger, Consolidation or Sale of Assets.

                  (a) The Company will not and will not permit any of its
Subsidiaries to consolidate with, merge with or into, or sell, assign, lease,
convey, transfer or otherwise dispose of (a "transfer") all or substantially all
of its assets (as an entirety or substantially as an entirety in one transaction
or a series of related transactions), to any Person unless: (i) the Company or
such Subsidiary, as the case may be, shall be the continuing Person, or the
Person (if other than the Company or such Subsidiary) formed by such
consolidation or into which the Company or such Subsidiary, as the case may be,
is merged or to which the properties and assets of the Company or such
Subsidiary, as the case may be, are transferred shall be a corporation organized
and existing under the laws of the United States or any State thereof or the
District of Columbia and shall expressly assume, by a supplemental indenture,
executed and delivered to the Trustee, in form satisfactory to the Trustee, all
of the obligations of the Company or such Subsidiary, as the case may be, under
the Senior Notes, this Indenture and the Collateral Documents, and the
obligations under this Indenture shall remain in full force and effect; and (ii)
immediately before and immediately after giving effect to such transaction, no
Default or Event of Default shall have occurred and be continuing; and (iii)
immediately after giving effect to such transaction on a pro forma basis the
Company or such Person could incur at least $1.00 additional Indebtedness (other
than Permitted Indebtedness) pursuant to Section 4.6 hereof; and (iv)
immediately thereafter, the Company, such Subsidiary or the other surviving
entity, as the case may be, shall have a Consolidated Net Worth equal to or
greater than the Consolidated Net Worth of the Company or such Subsidiary, as
the case may be, immediately prior to such transaction.

                  (b) In connection with any consolidation, merger or transfer
of assets contemplated by this Section 5.1, the Company shall deliver or cause
to be delivered, to the Trustee, in form and substance reasonably satisfactory
to the Trustee, an Officers' Certificate and an Opinion of Counsel, each stating
that such consolidation, merger or transfer and the supplemental indenture in
respect thereto comply with this Section 5.1 and that all conditions precedent
herein provided for relating to such transaction or transactions have been
complied with.

                                       45
<PAGE>   54

Section 5.2.      Successor Person Substituted.

         Upon any consolidation or merger, or any transfer of all or
substantially all of the assets of the Company or any Subsidiary in accordance
with Section 5.1 above, the successor corporation formed by such consolidation
or into which the Company or any Subsidiary is merged or to which such transfer
is made shall succeed to, and be substituted for, and may exercise every right
and power of, the Company or such Subsidiary under this Indenture with the same
effect as if such successor corporation had been named as the Company or such
Subsidiary herein, and thereafter the predecessor corporation shall be relieved
of all obligations and covenants under this Indenture and the Senior Notes.

                                   ARTICLE 6

                              DEFAULTS AND REMEDIES

Section 6.1.      Events of Default.

         An "Event of Default" occurs if:

                           (1) there is a default in the payment of any
                  principal of, or premium, if any, on the Senior Notes when the
                  same becomes due and payable;

                           (2) default for 45 days in the payment of any
                  interest on the Senior Notes after such interest becomes due
                  and payable;

                           (3) the Company or any Guarantor fails to comply with
                  any of the terms or provisions of Sections 4.13 or 5.1 hereof;

                           (4) the Company or any Guarantor defaults in the
                  observance or performance of any other provision, covenant or
                  agreement contained in the Senior Notes, this Indenture, or
                  the Collateral Documents for 45 days after written notice from
                  the Trustee or the holders of not less than 25% in aggregate
                  principal amount of the Senior Notes then outstanding;

                           (5) there is a failure to pay when due principal,
                  interest or premium in an aggregate amount of $5 million or
                  more with respect to any Indebtedness of the Company or any
                  Subsidiary thereof, or the acceleration prior to its express
                  maturity of any such Indebtedness aggregating $5 million or
                  more;

                           (6) a court of competent jurisdiction renders a final
                  judgment or judgments which can no longer be appealed for the
                  payment of money in excess of $5 million (which are not paid
                  or covered by third party insurance by financially sound
                  insurers that have not disclaimed or threatened to disclaim
                  coverage) against the Company or any Subsidiary thereof and
                  such judgment remains undischarged for a 



                                       46
<PAGE>   55

                  a period of 60 consecutive days during which a stay of
                  enforcement of such judgment shall not be in effect;

                      (7)  the Company or any Subsidiary pursuant to or
                  within the meaning of any Bankruptcy Law; other than the Plan
                  of Reorganization and the proceedings related thereto:

                           (A)  commences a voluntary case or proceeding,

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

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

                           (D)  makes a general assignment for the
                  benefit of its creditors or shall admit in writing its 
                  inability to pay its debt, or

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

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

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

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

                           (C) orders the liquidation of the Company or any
                  Subsidiary, and, in each case, the order or decree remains
                  unstayed and in effect for 60 consecutive days.

                  The term "Bankruptcy law" means Title 11, U.S. Code or any
         similar Federal or state law for the relief of debtors as in effect 
         from time to time. The term "Custodian" means any receiver, trustee,
         assignee, liquidator or similar official under any Bankruptcy Law.

                      (9)  At any time after the execution and delivery thereof,
                  (i) any Guarantee for any reason, other than the satisfaction
                  in full of all Obligations, shall cease to be in full force 
                  and effect (other than in accordance with its terms) or shall
                  be declared to be null and void, or (ii) a material Collateral
                  Document shall cease to be in full force and effect (other 
                  than by reason of a release of Collateral thereunder in 
                  accordance with the terms hereof or thereof, the satisfaction
                  in full of the Obligations or any other termination of such 
                  Collateral Document in accordance with their terms hereof or
                  thereof) or shall be declared null and void, or the Trustee 
                 (or the Collateral Agent) shall not have or shall cease to have
                 a valid and perfected first priority Lien on 


                                       47
<PAGE>   56



         any Collateral purported to be covered thereby having a fair market
         value, individually or in the aggregate, exceeding $500,000, in each
         case for any reason other than the failure of the Trustee or the
         Collateral Agent to take any action within its control.

                  (10) A party holding a Lien on the stock or assets of Quest
         takes any action, whether judicial or non-judicial, to enforce such
         Lien.

         Subject to the provisions of Sections 7.1 and 7.2, the Trustee shall
not be charged with knowledge of any Default or Event of Default unless written
notice thereof shall have been given to a Trust Officer at the Corporate Trust
Office by the Company or any other Person.

Section 6.2.      Acceleration.

         If an Event of Default (other than an Event of Default arising under
Section 6.1(7) or (8) occurs and is continuing, the Trustee by notice to the
Company or the Holders of not less than 51% in aggregate principal amount of the
Senior Notes then outstanding by written notice to the Company and the Trustee
may declare to be immediately due and payable the entire principal amount of all
the Senior Notes then outstanding plus premium, if any, and accrued interest to
the date of acceleration; provided, however, that after such acceleration but
before a judgment or decree based on such acceleration is obtained by the
Trustee, the Holders of 51% in aggregate principal amount of the outstanding
Senior Notes may rescind and annul such acceleration if all existing Events of
Default, other than nonpayment of accelerated principal, premium, if any, or
interest, have been cured or waived as provided in this Indenture and if the
rescission would not conflict with any judgment or decree. No such rescission
shall affect any subsequent Default or impair any right consequent thereto.

         In case an Event of Default specified in Section 6.1(7) or (8) occurs,
the principal, premium, if any, and interest amount with respect to all of the
Senior Notes shall ipso facto become and be immediately due and payable without
any declaration or other act on the part of the Trustee or the Holders of the
Senior Notes.

Section 6.3.      Other Remedies.

         If an Event of Default occurs and is continuing, the Trustee may pursue
any available remedy by proceeding at law or in equity to collect the payment of
principal of, or premium, if any, and interest on the Senior Notes or to enforce
the performance of any provision of the Senior Notes or this Indenture and may
take any necessary action requested of it as Trustee to settle, compromise,
adjust or otherwise conclude any proceedings to which it is a party.

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



                                       48
<PAGE>   57

Section 6.4.      Waiver of Defaults and Events of Default.

         Subject to Sections 6.2, 6.7 and 8.2 hereof, the Holders of a majority
in principal amount of the Senior Notes then outstanding have the right to waive
any existing or future Default or Event of Default or compliance with any
provision of this Indenture or the Senior Notes. Upon any such waiver, such
Default shall cease to exist, and any Event of Default arising therefrom shall
be deemed to have been cured for every purpose of this Indenture; but no such
waiver shall extend to any subsequent or other Default or Event of Default or
impair any right consequent thereto except as specifically set forth therein.

Section 6.5.      Control by Majority.

         The Holders of a majority in principal amount of the Senior Notes then
outstanding may direct the time, method and place of conducting any proceeding
for any remedy available to the Trustee or exercising any trust or power
conferred on the Trustee by this Indenture. The Trustee, however, may refuse to
follow any direction that conflicts with law or this Indenture or that the
Trustee determines may be unduly prejudicial to the rights of another Noteholder
not taking part in such direction, and the Trustee shall have the right to
decline to follow any such direction if the Trustee, being advised by counsel,
determines that the action so directed may not lawfully be taken or if the
Trustee in good faith shall determine that the proceedings so directed may
involve it in personal liability unless the Trustee has asked for and received
indemnification reasonably satisfactory to it against any loss, liability or
expense caused by its following such direction; provided that the Trustee may
take any other action deemed proper by the Trustee which is not inconsistent
with such direction.

Section 6.6.      Limitation on Suits.

         Subject to Section 6.7 below, a Noteholder may not institute any
proceeding or pursue any remedy with respect to this Indenture or the Senior
Notes unless:

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

                  (2) the Holders of at least 51% in aggregate principal amount
         of the Senior Notes then outstanding make a written request to the
         Trustee to pursue the remedy;

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

                  (4) 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



                                       49
<PAGE>   58

                  (5) no direction inconsistent with such written request has
         been given to the Trustee during such 60 day period by the Holders of a
         majority in aggregate principal amount of the Senior Notes then
         outstanding.

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

Section 6.7.      Rights of Holders to Receive Payment.

         Notwithstanding any other provision of this Indenture, the right of any
Holder of a Senior Note to receive payment of principal of, or premium, if any,
and interest on the Senior Note on or after the respective due dates expressed
in the Senior Note, or to bring suit for the enforcement of any such payment on
or after such respective dates, is absolute and unconditional and shall not be
impaired or affected without the consent of the Holder.

Section 6.8.      Collection Suit by Trustee.

         If an Event of Default in payment of principal, premium or interest
specified in Section 6.1(1) or (2) hereof occurs and is continuing, the Trustee
may recover judgment in its own name and as trustee of an express trust against
the Company or the Guarantors (or any other obligor on the Senior Notes) for the
whole amount of unpaid principal and accrued interest remaining unpaid, together
with interest on overdue principal and, to the extent that payment of such
interest is lawful, interest on overdue installments of interest, in each case
at the rate then borne by the Senior Notes (after giving effect to Section 4.1),
and such further amounts as shall be sufficient to cover the costs and expenses
of collection, including the compensation, expenses, disbursements and advances
of the Trustee, its agents and counsel, including all sums due and owing to the
Trustee pursuant to the Indenture including Section 7.7.

Section 6.9.      Trustee May File Proofs of Claim.

         The Trustee may file such proofs of claim and other papers or documents
as may be necessary or advisable in order to have the claims of the Trustee
(including any claim for the compensation, expenses, disbursements and advances
of the Trustee, its agents and counsel) and the Noteholders allowed in any
judicial proceedings relative to the Company or the Guarantors (or any other
obligor upon the Senior Notes), their respective creditors or property and shall
be entitled and empowered to collect and receive any monies or other property
payable or deliverable on any such claims and to distribute the same after
deduction of its reasonable charges and expenses to the extent that any such
charges and expenses are not paid out of the estate in any such proceedings and
any custodian in any such judicial proceeding is hereby authorized by each
Noteholder to make such payments to the Trustee, and in the event that the
Trustee shall consent to the making of such payments directly to the
Noteholders, to pay to the Trustee any amount due to it for the compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel, and
any other amounts due the Trustee under the Indenture, including without
limitation Section 7.7 hereof. Nothing herein contained shall be deemed to
authorize the Trustee to authorize or consent to or accept or adopt on behalf of
any Noteholder any plan or reorganization, arrangement, adjustment or
composition affecting the Senior Notes or 


                                       50
<PAGE>   59
 the rights of any Holder thereof, or to authorize the Trustee to vote in
respect of the claim of any Noteholder in any such proceedings.

Section 6.10.     Priorities.

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

         FIRST: to the Trustee, its agents and counsel for amounts due under the
Indenture, including without limitation, Section 7.7 hereof;

         SECOND: to Noteholders for amounts due and unpaid on the Senior Notes
for principal, premium, if any, and interest as to each, ratably, without
preference or priority of any kind, according to the amounts due and payable on
the Senior Notes; and

         THIRD: to the Company or, to the extent the Trustee collects any amount
from any Guarantor, to such Guarantor.

         The Trustee may fix a record date and payment date for any payment to
Noteholders pursuant to this Section 6.10. The Trustee shall give the Company
prior notice of any such record date and payment date; provided, however, that
the failure to give any such notice shall not affect the establishment of such
record date or payment date or any payment to Noteholders pursuant to this
Section 6.10.

Section 6.11.     Undertaking for Costs.

         In any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted by
it as Trustee, a court in its discretion may require the filing by any party
litigant in the suit of an undertaking to pay the costs of the suit, and the
court in its discretion may assess reasonable costs, including reasonable
attorneys' fees, against any party litigant in the suit, having due regard to
the merits and good faith of the claims or defenses made by the party litigant.
This Section 6.11 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 Senior Notes then outstanding.

Section 6.12.     Restoration of Rights and Remedies.

         If the Trustee or any Holder has instituted any proceeding to enforce
any right or remedy under this Indenture and such proceeding has been
discontinued or abandoned for any reason, or has been determined adversely to
the Trustee or to such Holder, then and in every case, subject to any
determination in such proceeding, the Company, the Trustee and the Holders shall
be restored severally and respectively to their former positions hereunder and
thereafter all rights and remedies of the Trustee and the Holders shall continue
as though no such proceeding had been instituted.



                                       51
<PAGE>   60

                                   ARTICLE 7

                                     TRUSTEE

Section 7.1.      Duties of Trustee.

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

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

                  (1) The Trustee need perform only those duties that are
         specifically set forth in this Indenture and the Collateral Documents
         and no others and no implied covenants or obligations shall be read
         into this Indenture against the Trustee.

                  (2) In the absence of bad faith on its part, the Trustee may
         conclusively rely, as to the truth of the statements and the
         correctness of the opinions expressed therein, upon certificates or
         opinions furnished to the Trustee and conforming to the requirements of
         this Indenture but, in the case of any such certificates or opinions
         which by any provision hereof are specifically required to be furnished
         to the Trustee, the Trustee shall be under a duty to examine the same
         to determine whether or not they conform to the requirements of this
         Indenture and the Collateral Documents (but need not confirm or
         investigate the accuracy of mathematical calculations or other facts
         stated therein).

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

                  (1) This paragraph does not limit the effect of paragraph (b)
         of this Section 7.1.

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

                  (3) The Trustee shall not be liable with respect to any action
         it takes or omits to take in good faith in accordance with a direction
         received by it pursuant to Sections 6.2 and 6.5 hereof.

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

                                       52
<PAGE>   61

         (e) Whether or not therein expressly so provided, paragraphs (a), (b),
(c), (d), (f) and (g) of this Section 7.1 shall govern every provision of this
Indenture that in any way relates to the Trustee or any Agent.

         (f) The Trustee may refuse to perform any duty or exercise any right or
power unless it receives indemnity reasonably satisfactory to it against any
loss, liability, expense or fee.

         (g) 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 or any
Guarantor. Money held in trust by the Trustee need not be segregated from other
funds except to the extent required by the law.

Section 7.2.      Rights of Trustee.

         Subject to Section 7.1 hereof:

                  (1) The Trustee may rely on and shall be protected in acting
         or refraining from acting upon any document reasonably 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.

                  (2) The Trustee may act through agents and shall not be
         responsible for the misconduct or negligence of any agent (other than
         the negligence or willful misconduct of an agent who is an employee of
         the Trustee) appointed by it with due care.

                  (3) The Trustee shall not be liable for any action it takes or
         omits to take in good faith which it reasonably believes to be
         authorized or within its rights or powers; provided that the Trustee's
         conduct does not constitute negligence or bad faith.

                  (4) The Trustee may consult with counsel of its selection, and
         the advice or opinion of such counsel as to matters of law shall be
         full and complete authorization and protection from liability in
         respect of any action taken, omitted or suffered by it hereunder in
         good faith and in accordance with the advice or opinion of such
         counsel.

                  (5) Before the Trustee acts or refrains from acting, it may
         require an Officer's Certificate or an Opinion of Counsel, or both.

Section 7.3.      Individual Rights of Trustee.

         The Trustee in its individual or any other capacity may become the
owner or pledgee of Senior Notes and may make loans to, accept deposits from,
perform services for or otherwise 



                                       53
<PAGE>   62

deal with the Company or any Guarantor, or any Affiliates thereof, with the same
rights it would have if it were not Trustee. Any Agent may do the same with like
rights. The Trustee, however, shall be subject to Sections 7.10 and 7.11 hereof.

Section 7.4.      Trustee's Disclaimer.

         The Trustee makes no representation as to the validity or adequacy of
this Indenture, the Collateral Documents, the Senior Notes or any Guarantee, it
shall not be accountable for the Company's use of the proceeds from the sale of
Senior Notes or any money paid to the Company pursuant to the terms of this
Indenture or the Collateral Documents, and it shall not be responsible for any
statement in the Senior Notes or any document used in connection with the sale
of the Senior Notes other than its certificate of authentication.

Section 7.5.      Notice of Defaults.

         If a Default or Event of Default occurs and is continuing and if it is
known to the Trustee, the Trustee shall mail to each Noteholder notice of the
Default or Event of Default within 90 days after it occurs. Except in the case
of a Default or Event of Default in payment of principal or premium, if any, or
interest on the Senior Notes, or that resulted from the failure of the Company
to comply with Section 5.1, the Trustee may withhold the notice if and so long
as a committee of its Trust Officers in good faith determines it to be in the
best interests of the holders of the Senior Notes to do so.

Section 7.6.      Reports by Trustee to Holders.

         If required by TIA Section 313(a), within 60 days after May 15 of any
year, commencing the May 15 following the date of this Indenture, the Trustee
shall mail to each Noteholder a brief report dated as of such May 15 that
complies with TIA Section 313(a); provided that no such report need be
transmitted if no such events listed in TIA Section 313(a) have occurred within
such period. The Trustee also shall comply with TIA Section 313(b)(2). The
Trustee shall also transmit by mail all reports as required by TIA Section
313(c) and TIA Section 313(d).

         A copy of each report at the time of its mailing to Noteholders shall
be filed with the SEC and each stock exchange on which the Senior Notes are
listed. The Company shall promptly notify the Trustee when the Senior Notes are
listed on any stock exchange and the Trustee shall comply with TIA Section
313(d).

Section 7.7.      Compensation and Indemnity.

         The Company and the Guarantors (on a joint and several basis) shall pay
to the Trustee from time to time such compensation as shall be agreed in writing
between the Company and the Trustee (or in the absence of such an agreement,
reasonable compensation) for its services hereunder (which compensation shall
not be limited by any provision of law in regard to the compensation of a
trustee of an express trust). The Company and the Guarantors (on a joint and
several basis) shall reimburse the Trustee upon request for all reasonable
disbursements, 

                                       54
<PAGE>   63
expenses and advances incurred or made by it in connection with its duties under
this Indenture, including the compensation, disbursements and expenses of the
Trustee's agents and counsel.

         The Company and the Guarantors (on a joint and several basis) shall
indemnify each of the Trustee and any predecessor Trustee for, and hold them
harmless against, any and all loss, damage, claim, liability, expense (including
but not limited to attorneys' fees and expenses) or taxes (other than taxes
based on the income of the Trustee) incurred by it in connection with the
acceptance or performance of its duties under this Indenture including the costs
and expenses of defending itself against any claim or liability in connection
with the exercise or performance of any of its powers or duties hereunder
(including, without limitation, settlement costs). The Trustee shall notify the
Company and the Guarantors in writing promptly of any claim asserted against the
Trustee for which it may seek indemnity. However, the failure by the Trustee to
so notify the Company and the Guarantors shall not relieve the Company or the
Guarantors of their obligations hereunder.

         Notwithstanding the foregoing, the Company and the Guarantors need not
reimburse the Trustee for any expense or indemnify it against any loss or
liability incurred by the Trustee through its negligence or bad faith. To secure
the payment obligations of the Company and the Guarantors in this Indenture,
including without limitation, Sections 7.7 and 9.5, the Trustee and any
predecessor Trustee shall have a lien prior to the Senior Notes on all money or
property held or collected by the Trustee in its capacity as such, except such
money or property held in trust to pay principal of and interest on particular
Senior Notes. The obligations of the Company and the Guarantors under this
Section 7.7 to compensate and indemnify the Trustee and each predecessor Trustee
and to pay or reimburse the Trustee and each predecessor Trustee for expenses,
disbursements and advances shall be joint and several liabilities of the Company
and each of the Guarantors and shall survive the satisfaction and discharge of
this Indenture, including the termination or rejection hereof in any bankruptcy
proceeding to the extent permitted by law.

         When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 6.1(7) or (8) hereof occurs, the expenses and the
compensation for the services are intended to constitute expenses of
administration under any Bankruptcy Law.

Section 7.8. Replacement of Trustee.

         The Trustee may resign by so notifying the Company and the Guarantors
in writing, such resignation to become effective upon the appointment of a
successor Trustee. The Holders of a majority in principal amount of the
outstanding Senior Notes may remove the Trustee by notifying the removed Trustee
in writing and may appoint a successor Trustee with the Company's written
consent which consent shall not be unreasonably withheld. The Company may remove
the Trustee at its election if:

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

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

                                       55
<PAGE>   64
                  (3) a receiver or other public officer takes charge of the
         Trustee or its property; or

                  (4) the Trustee otherwise becomes incapable of acting.

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

         If a successor Trustee does not take office within 60 days after the
retiring Trustee resigns or is removed, the retiring Trustee, the Company or the
Holders of at least 25% in principal amount of the outstanding Senior Notes may
petition any court of competent jurisdiction for the appointment of a successor
Trustee.

         If the Trustee fails to comply with Section 7.10 hereof, any Noteholder
may petition any court of competent jurisdiction for the removal of the Trustee
and the appointment of a successor Trustee.

         A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Immediately following
such delivery, the retiring Trustee shall, subject to its rights under Section
7.7 hereof, transfer all property held by it as Trustee to the successor
Trustee, 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. A successor Trustee shall mail
notice of its succession to each Noteholder. 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 by Consolidation, Merger or Conversion.

         If the Trustee consolidates with, merges or converts into, or transfers
all or substantially all of its corporate trust assets to, another corporation
or national banking association, subject to Section 7.10 hereof, the successor
corporation or national banking association without any further act shall be the
successor Trustee.

Section 7.10. Eligibility; Disqualification.

         This Indenture shall always have a Trustee who satisfies the
requirements of TIA Section 310(a)(1) and (2) in every respect. The Trustee
shall have a combined capital and surplus of at least $100,000,000 as set forth
in its most recent published annual report of condition. The Trustee shall
comply with TIA Section 310(b), including the provision in Section 310(b)(1);
provided that there shall be excluded from the operation of TIA Section
310(b)(1) any indenture or indentures under which other securities, or conflicts
of interest or participation in other securities, of the Company or the
Guarantors are outstanding if the requirements for exclusion set forth in TIA
Section 310(b)(1) are met.

                                       56
<PAGE>   65
Section 7.11. Preferential Collection of Claims Against Company.

         The Trustee shall comply with 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.

Section 7.12. Paying Agents.

         The Company shall cause each Paying Agent other than the Trustee to
execute and deliver to it and the Trustee an instrument in which such agent
shall agree with the Trustee, subject to the provisions of this Section 7.12:

                  (A) that it will hold all sums held by it as agent for the
         payment of principal of, or premium, if any, or interest on, the Senior
         Notes (whether such sums have been paid to it by the Company or by any
         obligor on the Senior Notes) in trust for the benefit of Holders of the
         Senior Notes or the Trustee;

                  (B) that it will at any time during the continuance of any
         Event of Default, upon written request from the Trustee, deliver to the
         Trustee all sums so held in trust by it together with a full accounting
         thereof; and

                  (C) that it will give the Trustee written notice within three
         (3) Business Days of any failure of the Company (or by any obligor on
         the Senior Notes) in the payment of any installment of the principal
         of, premium, if any, or interest on, the Senior Notes when the same
         shall be due and payable.

                                   ARTICLE 8

                       AMENDMENTS, SUPPLEMENTS AND WAIVERS

Section 8.1. Without Consent of Holders.

         The Company and/or one or more Guarantors and the Trustee may modify,
waive, amend or supplement this Indenture, the Senior Notes or the Collateral
Documents without notice to or consent of any Noteholder:

                  (1) to comply with Section 5.1 hereof;

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

                  (3) to comply with any requirements of the SEC under the TIA;

                  (4) to cure any ambiguity, defect or inconsistency, or to make
         any other change that does not materially and adversely affect the
         rights of any Noteholder;

                                       57
<PAGE>   66
                  (5) to evidence and provide for the acceptance of appointment
         hereunder by a successor Trustee with respect to the Senior Notes; or

                  (6) to enter into additional or supplemental Collateral
         Documents consistent with the terms hereof;

                  (7) to adjust the aggregate principal amount of Senior Notes
         permitted to be issued pursuant to this Indenture so that the aggregate
         principal amount of Senior Notes permitted to be issued pursuant to
         this Indenture are as provided in the Plan of Reorganization;

                  (8) to otherwise comply with the terms of the Plan of
         Reorganization;

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

                  (10) to add any additional Events of Default.

         The Trustee is hereby authorized to join with the Company and the
Guarantors, if any, in the execution of any modification, waiver, amendment or
supplement to this Indenture, the Senior Notes, the Guarantees or the Collateral
Documents 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 any such modification,
waiver, amendment or supplement to this Indenture, the Senior Notes, the
Guarantees or the Collateral Documents which adversely affects its own rights,
duties or immunities under this Indenture.

Section 8.2. With Consent of Holders.

         The Company and/or one or more Guarantors and the Trustee may modify,
amend, waive or supplement this Indenture, the Senior Notes, the Guarantees or
the Collateral Documents with the written consent of the Holders of not less
than a majority in aggregate principal amount of the outstanding Senior Notes.
The Holders of not less than a majority in aggregate principal amount of the
outstanding Senior Notes may waive compliance in a particular instance by the
Company with any provision of this Indenture or the Senior Notes. Subject to
Section 8.4, without the consent of each Noteholder affected, however, an
amendment, supplement or waiver, including a waiver pursuant to Section 6.4, may
not:

                  (1) reduce the amount of Senior Notes whose Holders must
         consent to an amendment, modification, supplement or waiver to this
         Indenture or the Senior Notes;

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

                                       58
<PAGE>   67
                  (3) reduce the principal of or premium on or change the stated
         maturity of any Senior Note;

                  (4) make any Senior Note payable in money other than that
         stated in the Senior Note or change the place of payment from New York,
         New York;

                  (5) change the amount or time of any payment required by the
         Senior Notes or reduce the premium payable upon any redemption of the
         Senior Notes, or change the time before which no such redemption may be
         made;

                  (6) waive a default in the payment of the principal of, or
         interest on, or redemption payment with respect to any Senior Note;

                  (7) subordinate in right of payment, or otherwise subordinate,
         the Senior Notes or the Guarantees to another Indebtedness or
         obligation of the Company or the Guarantors;

                  (8) take any other action otherwise prohibited by this
         indenture to be taken without the consent of each Holder affected
         thereby;

                  (9) release all or substantially all of the Collateral from
         the Lien of this Indenture and the Collateral Documents (other than
         pursuant to an Asset Sale in compliance with Section 4.8 hereto); or

                  (10) modify this Section 8.2, Section 6.4 or 6.7.

         After a modification, amendment, supplement or waiver under this
Section 8.2 becomes effective, the Company shall mail to the Holders a notice
briefly describing the modification, 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 modification,
amendment, supplement or waiver.

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

Section 8.3. Compliance with Trust Indenture Act.

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

Section 8.4. Revocation and Effect of Consents.

         Until a modification, amendment, supplement, waiver or other action
becomes effective, a consent to it by a Holder of a Senior Note is a continuing
consent conclusive and binding upon such Holder and every subsequent Holder of
the same Senior Note or portion thereof, and of any 


                                       59
<PAGE>   68
Senior Note issued upon the transfer thereof or in exchange therefor or in place
thereof, even if notation of the consent is not made on any such Senior Note.
Any such Holder or subsequent Holder, however, may revoke the consent as to his
Senior Note or portion of a Senior Note, if the Trustee receives the notice of
revocation before the date the modification, amendment, supplement, waiver or
other action becomes effective. Notwithstanding the foregoing, nothing in this
paragraph shall impair the right of any Holder under TIA Section 316(b).

         The Company may, but shall not be obligated to, fix a record date for
the purpose of determining the Holders entitled to consent to any modification,
amendment, supplement, or waiver. If a record date is fixed, then,
notwithstanding the preceding paragraph, those Persons who were Holders at such
record date (or their duly designated proxies), and only such Persons, shall be
entitled to consent to such modification, amendment, supplement, or waiver or to
revoke any consent previously given, whether or not such Persons continue to be
Holders after such record date. No such consent shall be valid or effective for
more than 90 days after such record date unless the consent of the requisite
number of Holders has been obtained.

         After a modification, amendment, supplement, waiver or other action
becomes effective, it shall bind every Holder and every subsequent Holder.

Section 8.5. Notation on or Exchange of Senior Notes.

         If a modification, amendment, supplement or waiver changes the terms of
a Senior Note, the Trustee may request the Holder of the Senior Note to deliver
it to the Trustee. In such case, the Trustee shall place an appropriate notation
on the Senior Note about the changed terms and return it to the Holder.
Alternatively, if the Company or the Trustee so determines, the Company in
exchange for the Senior Note shall issue and the Trustee shall authenticate a
new security that reflects the changed terms. Failure to make the appropriate
notation or issue a new Senior Note shall not affect the validity and effect of
such modification, amendment, supplement or waiver.

Section 8.6. Trustee to Sign Amendments, etc.

         The Trustee shall sign any modification, amendment, supplement or
waiver authorized pursuant to this Article 8 if the modification, amendment,
supplement or waiver does not adversely affect the rights, duties, liabilities
or immunities of the Trustee. If it does, the Trustee may, but need not, sign
it. In signing or refusing to sign such modification, amendment, supplement or
waiver, the Trustee shall be entitled to receive and, subject to Section 7.1
hereof, shall be fully protected in relying upon an Officers' Certificate and an
Opinion of Counsel stating that such modification, amendment, supplement or
waiver is authorized or permitted by this Indenture and such supplemental
indenture constitutes the legal, valid and binding obligation of the Company and
the Guarantors enforceable against each of them in accordance with its terms
(subject to customary exceptions). The Company or any Guarantor may not sign a
modification, amendment or supplement until the Board of Directors of the
Company or such Guarantor, as appropriate, approves it.

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                                   ARTICLE 9

                       DISCHARGE OF INDENTURE; DEFEASANCE

Section 9.1. Discharge of Indenture.

         The Company and the Guarantors, if any, may terminate their obligations
under the Senior Notes, the Guarantees, if any, and this Indenture, except the
obligations referred to in the last paragraph of this Section 9.1, if there
shall have been cancelled by the Trustee or delivered to the Trustee for
cancellation all Senior Notes theretofore authenticated and delivered (other
than any Senior Notes that are asserted to have been destroyed, lost or stolen
and that shall have been replaced as provided in Section 2.7 hereof) and the
Company has paid all sums payable by it hereunder or deposited all required sums
with the Trustee.

         After such delivery the Trustee upon request shall acknowledge in
writing the discharge of the Company's and the Guarantors' obligations under the
Senior Notes, the Guarantees and this Indenture except for those surviving
obligations specified below.

         Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company in Sections 2.7, 7.7, 9.5, 9.6 and 9.8 hereof shall
survive.

Section 9.2. Legal Defeasance.

         The Company may at its option, by Board Resolution, be discharged from
its obligations with respect to the Senior Notes and the Guarantors, if any,
discharged from their obligations under the Guarantees, if any, on the date the
conditions set forth in Section 9.4 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 Senior Notes and to have satisfied all its other obligations under such
Senior Notes and this Indenture insofar as such Senior Notes are concerned (and
the Trustee, at the expense of the Company, shall, subject to Section 9.6
hereof, execute proper instruments acknowledging the same), except for the
following which shall survive until otherwise terminated or discharged
hereunder: (A) the rights of Holders of outstanding Senior Notes to receive
solely from the trust funds described in Section 9.4 hereof and as more fully
set forth in such Section, payments in respect of the principal of, premium, if
any, and interest on such Senior Notes when such payments are due, (B) the
Company's obligations with respect to such Senior Notes under Sections 2.3, 2.4,
2.5, 2.6, 2.7, 2.8 and 4.20 hereof, (C) the rights, powers, trusts, duties, and
immunities of the Trustee hereunder (including claims of, or payments to, the
Trustee under or pursuant to Section 7.7 hereof) and (D) this Article 9. Subject
to compliance with this Article 9, the Company may exercise its option under
this Section 9.2 with respect to the Senior Notes notwithstanding the prior
exercise of its option under Section 9.3 below with respect to the Senior Notes.

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<PAGE>   70
Section 9.3. Covenant Defeasance.

         At the option of the Company, pursuant to a Board Resolution, the
Company and the Guarantors, if any, shall be released from their respective
obligations under Sections 4.2 through 4.4 hereof, inclusive, Sections 4.6
through 4.17 hereof, inclusive, Section 4.23 and clause (a)(iii) of Section 5.1
hereof with respect to the outstanding Senior Notes on and after the date the
conditions set forth in Section 9.4 hereof are satisfied (hereinafter, "Covenant
Defeasance") and the Senior Notes shall thereafter be deemed to not be
outstanding for purposes of any direction, waiver, consent, declaration or act
of the Holders (and the consequences thereof) in connection with such covenants
but shall continue to be outstanding for all other purposes hereunder. For this
purpose, such Covenant Defeasance means that the Company and the Guarantors, if
any, may omit to comply with and shall have no liability in respect of any term,
condition or limitation set forth in any such specified Section or portion
thereof, whether directly or indirectly by reason of any reference elsewhere
herein to any such specified Section or portion thereof or by reason of any
reference in any such specified Section or portion thereof to any other
provision herein or in any other document, but the remainder of this Indenture
and the Senior Notes shall be unaffected thereby.

Section 9.4. Conditions to Legal Defeasance or Covenant Defeasance.

         The following shall be the conditions to application of Section 9.2 or
Section 9.3 hereof to the outstanding Senior Notes:

                  (1) the Company shall irrevocably have deposited or caused to
         be deposited with the Trustee (or another trustee satisfying the
         requirements of Section 7. 10 hereof who shall agree to comply with the
         provisions of this Article 9 applicable to it) as 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
         the Senior Notes, (A) money 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 the due date of any payment, money in an
         amount, or (C) a combination thereof, sufficient, in the opinion of a
         nationally-recognized firm of independent public accountants expressed
         in a written certification thereof delivered to the Trustee, to pay and
         discharge, and which shall be applied by the Trustee (or other
         qualifying trustee) to pay and discharge, the principal of, premium, if
         any, and accrued interest on the outstanding Senior Notes at the
         maturity date of such principal, premium, if any, or interest, or on
         dates for payment and redemption of such principal, premium, if any,
         and interest selected in accordance with the terms of this Indenture
         and of the Senior Notes;

                  (2) no Event of Default or Default with respect to the Senior
         Notes shall have occurred and be continuing on the date of such
         deposit, or shall have occurred and be continuing at any time during
         the period ending on the 91st day after the date of such deposit or, if
         longer, ending on the day following the expiration of the longest
         preference period under any Bankruptcy Law applicable to the Company in


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<PAGE>   71
         respect of such deposit (it being understood that this condition shall
         not be deemed satisfied until the expiration of such period);

                  (3) such Legal Defeasance or Covenant Defeasance shall not
         result in a breach or violation of, or constitute default under any
         other agreement or instrument to which the Company is a party or by
         which it is bound;

                  (4) the Company shall have delivered to the Trustee an Opinion
         of Counsel stating that, as a result of such Legal Defeasance or
         Covenant Defeasance, neither the trust nor the Trustee will be required
         to register as an investment company under the Investment Company Act
         of 1940, as amended;

                  (5) in the case of an election under Section 9.2 above, the
         Company shall have delivered to the Trustee an Opinion of Counsel
         stating that (i) the Company has received from, or there has been
         published by, the Internal Revenue Service a ruling to the effect that
         or (ii) there has been a change in any applicable Federal income tax
         law with the effect that, and such opinion shall confirm that, the
         Holders of the outstanding Senior Notes or persons in their positions
         will not recognize income, gain or loss for Federal income tax purposes
         solely as a result of such Legal Defeasance and will be subject to
         Federal income tax on the same amounts, in the same manner, including
         as a result of prepayment, and at the same times as would have been the
         case if such Legal Defeasance had not occurred;

                  (6) in the case of an election under Section 9.3 hereof, the
         Company shall have delivered to the Trustee an Opinion of Counsel to
         the effect that the Holders of the outstanding Senior Notes 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;

                  (7) the Company shall have delivered to the Trustee an
         Officers' Certificate and an Opinion of Counsel, each stating that (a)
         all conditions precedent provided for relating to either the Legal
         Defeasance under Section 9.2 above or the Covenant Defeasance under
         Section 9.3 hereof (as the case may be) have been complied with and (b)
         if any other Indebtedness of the Company shall then be outstanding,
         such legal defeasance or covenant defeasance will not violate the
         provisions of the agreements or instruments evidencing such
         Indebtedness; and

                  (8) the Company shall have delivered to the Trustee an
         Officers' Certificate stating that the deposit under clause (1) was not
         made by the Company with the intent of defeating, hindering, delaying
         or defrauding any creditors of the Company or others.

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<PAGE>   72
Section 9.5. Deposited Money and U.S. Government Obligations to Be Held in
             Trust; Other Miscellaneous Provisions.

         All money and U.S. Government Obligations (including the proceeds
thereof) deposited with the Trustee pursuant to Section 9.4 hereof in respect of
the outstanding Senior Notes shall be held in trust and applied by the Trustee,
in accordance with the provisions of such Senior Notes and this Indenture, to
the payment, either directly or through any Paying Agent as the Trustee may
determine, to the Holders of such Senior Notes, of all sums due and to become
due thereon in respect of principal, premium, if any, and accrued interest, but
such money need not be segregated from other funds except to the extent required
by law. The Trustee shall be under no duty to invest such money or U.S.
Government Obligations.

         The Company and the Guarantors shall pay and indemnify the Trustee
against any tax, fee or other charge imposed on or assessed against the U.S.
Government Obligations deposited pursuant to Section 9.4 hereof or the
principal, premium, if any, 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 Senior Notes.

         Subject to Sections 7.1 and 7.2 hereof, anything in this Article 9 to
the contrary notwithstanding, the Trustee shall deliver or pay to the Company
from time to time upon Company Request any money or U.S. Government Obligations
held by it as provided in Section 9.4 hereof which, in the opinion of a
nationally-recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, are in excess of the
amount thereof which would then be required to be deposited to effect an
equivalent Legal Defeasance or Covenant Defeasance.

Section 9.6. Reinstatement.

         If the Trustee or Paying Agent is unable to apply any money or U.S.
Government Obligations in accordance with Section 9.1, 9.2 or 9.3 hereof by
reason of any legal proceeding or by reason of any order or judgment of any
court or governmental authority enjoining, restraining or otherwise prohibiting
such application, the obligations of the Company and any Guarantor under this
Indenture, the Senior Notes and the Guarantees, if any, shall be revived and
reinstated as though no deposit had occurred pursuant to this Article 9 until
such time as the Trustee or Paying Agent is permitted to apply all such money or
U.S. Government Obligations in accordance with Section 9.1 hereof; provided,
however, that if the Company or any Guarantors have made any payment of
principal of, premium, if any, or accrued interest on any Senior Notes because
of the reinstatement of their obligations, the Company or such Guarantors, as
the case may be, shall be subrogated to the rights of the Holders of such Senior
Notes to receive such payment from the money or U.S. Government Obligations held
by the Trustee or Paying Agent.

Section 9.7. Moneys Held by Paying Agent.

         In connection with the satisfaction and discharge of this Indenture,
all moneys then held by any Paying Agent under the provisions of this Indenture
shall, upon demand of the Company, be paid to the Trustee, or if sufficient
moneys have been deposited pursuant to Section 9.4 


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<PAGE>   73
hereof, to the Company (or, if such moneys had been deposited by any Guarantors,
to such Guarantors), and thereupon such Paying Agent shall be released from all
further liability with respect to such moneys.

Section 9.8. Moneys Held by Trustee.

         Any moneys deposited with the Trustee or any Paying Agent or then held
by the Company or any Guarantors in trust for the payment of the principal of,
premium, if any, or interest on any Senior Note that are not applied but remain
unclaimed by the Holder of such Senior Note for two years after the date upon
which the principal of, or premium, if any, or interest on such Senior Note
shall have respectively become due and payable shall be repaid to the Company
(or, if appropriate, the Guarantors) upon Company Request, or if such moneys are
then held by the Company or any Guarantors in trust, such moneys shall be
released from such trust; and the Holder of such Senior Note entitled to receive
such payment shall thereafter, as an unsecured general creditor, look only to
the Company and the Guarantors, if any, for the payment thereof, and all
liability of the Trustee or such Paying Agent with respect to such trust money
shall thereupon cease; provided, however, that the Trustee or any such Paying
Agent, before being required to make any such repayment, may, at the expense of
the Company and the Guarantors, if any, either mail to each Noteholder affected,
at the address shown in the register of the Senior Notes maintained by the
Registrar pursuant to Section 2.3 hereof, or cause to be published once a week
for two successive weeks, in a newspaper published in the English language,
customarily published each Business Day and of general circulation in the city
of New York, New York, a 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 mailing or publication, any unclaimed balance of such moneys then
remaining will be repaid to the Company. After payment to the Company or the
Guarantors, if any, or the release of any money held in trust by the Company or
any Guarantors, as the case may be, Noteholders entitled to the money must look
only to the Company and any Guarantors for payment as general creditors unless
applicable abandoned property law designates another person.

Section 9.9. Senior Note Collateral.

         Upon the Company's exercise under Section 9.1 hereof of the option
applicable under either Section 9.2 or 9.3, the Collateral shall be released
pursuant to Section 10.3 hereof.

                                   ARTICLE 10

                             COLLATERAL AND SECURITY

Section 10.1. Security.

         The due and punctual payment of the principal of, premium, if any, and
interest on the Senior Notes when and as the same shall be due and payable,
whether on an interest payment date, at maturity, by acceleration, repurchase,
redemption or otherwise, and interest on the overdue principal of, premium, if
any, and interest on the Senior Notes and performance of all other obligations
of the Company and the Guarantors to the Holders of Senior Notes or the 


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Trustee under this Indenture, the Senior Notes and the Guarantees, according to
the terms hereunder or thereunder, shall be secured by the Collateral, as
provided in the Collateral Documents which the Company and the applicable
parties have entered into simultaneously with the execution of this Indenture
for the benefit of the Holders of Senior Notes. Each Holder of Senior Notes, by
its acceptance thereof, consents and agrees to the terms of the Collateral
Documents (including, without limitation, the provisions providing for
foreclosure and release of Collateral) as the same may be in effect or may be
amended from time to time in accordance with its terms and authorizes and
directs the Trustee to enter into the Collateral Documents and to perform its
obligations and exercise its rights thereunder in accordance therewith. The
Company and the Guarantors shall deliver to the Trustee copies of all documents
executed pursuant to this Indenture and the Collateral Documents and shall do or
cause to be done all such acts and things as may be necessary or proper, or as
may be required by the provisions of the Collateral Documents to assure and
confirm to the Trustee the security interest in the Collateral contemplated
hereby, by the Collateral Documents or any part thereof, as from time to time
constituted, so as to render the same available for the security and benefit of
this Indenture and of the Senior Notes and the Guarantees secured hereby,
according to the intent and purposes herein expressed. The Company shall take,
or shall cause its Subsidiaries to take any and all actions reasonably required
to cause the Collateral Documents to create and maintain, as security for the
obligations of the Company hereunder, a valid and enforceable perfected first
priority Lien in and on all the Collateral, in favor of the Trustee for the
ratable benefit of the Holders, superior to and prior to the rights of all third
Persons and subject to no other Liens.

Section 10.2. Recording and Opinions.

         The Company and the Guarantors will cause this Indenture, if necessary,
the applicable Collateral Documents, including any financing statements, all
amendments or supplements to each of the foregoing and any other similar
security documents as necessary, to be registered, recorded and filed and/or
re-recorded, re-filed and renewed in such manner and in such place or places, if
any, as may be required by law in order fully to preserve and protect (a) the
Lien securing the obligations under the Senior Notes and the Guarantees of those
Guarantors that are parties to the Collateral Documents pursuant to the
Collateral Documents and (b) the Lien of the Guarantors that are parties to the
Collateral Documents securing (for the ratable benefit of the Holders of Senior
Notes) the Senior Notes and the Guarantees and to effectuate and preserve the
security of the Holders of Senior Notes and all rights of the Trustee.

         The Company, the Guarantors and any other obligor shall furnish to the
Trustee:

                  (a) Promptly after the execution and delivery of this
Indenture, and promptly after the execution and delivery of any other instrument
of further assurance or amendment, an Opinion of Counsel in the United States
(a) stating that this Indenture, the Senior Notes and the Collateral Documents
and such instruments of further assurance or amendment, if any, are valid,
binding and enforceable obligations of the Company and its Subsidiaries which
are signatories to those agreements, subject to customary qualifications and
exceptions reasonably acceptable to the Trustee, and (b) either (i) stating
that, subject to customary assumptions and exclusions, in the opinion of such
counsel, this Indenture and other applicable Collateral Documents and all other
instruments of further assurance or amendment have been properly recorded,
registered and 


                                       66
<PAGE>   75
filed to the extent necessary to make effective the Lien intended to be created
by such Indenture and Collateral Documents and reciting the details of such
action or referring to prior Opinions of Counsel in which such details are
given, and stating that, subject to customary assumptions and exclusions, as to
such Indenture and Collateral Documents and such other instruments such
recording, registering and filing are the only recordings, registerings and
filings necessary to give notice thereof and that no re-recordings,
re-registerings or re-filings are necessary to maintain such notice, and further
stating that all financing statements and continuation statements have been
executed and filed that are necessary fully to preserve and protect the rights
of the Holders of Senior Notes and the Trustee hereunder and under the
Collateral Documents or (ii) stating that, subject to customary assumptions and
exclusions, in the opinion of such counsel, no such action is necessary to make
any Lien created under any of the Collateral Documents effective as intended by
this Indenture and such Collateral Documents; and

                  (b) Within 30 days after January 1, in each year beginning
with the year 1999, an Opinion of Counsel, dated as of such date, either (i)
stating that, subject to customary assumptions and exclusions, in the opinion of
such counsel, such action has been taken with respect to the recording,
registering, filing, re-recording, re-registering and re-filing of this
Indenture and all supplemental indentures, financing statements, continuation
statements or other instruments of further assurance as is necessary to maintain
the Lien of this Indenture and the Collateral Documents until the next Opinion
of Counsel is required to be rendered pursuant to this paragraph and reciting
the details of such action or referring to prior Opinions of Counsel in which
such details are given, and stating that all financing statements and
continuation statements have been executed and filed that are necessary fully to
preserve and protect the rights of the Holders and the Trustee hereunder and
under the Collateral Documents or (ii) stating that, subject to customary
assumptions and exclusions, in the opinion of such counsel, no such action is
necessary to maintain such Lien, until the next Opinion of Counsel is required
to be rendered pursuant to this paragraph.

                  (c) The Company shall furnish to the Trustee the certificate
or opinions, as the case may be, required by TIA Section 314(d). Such
certificates or opinions will be subject to the terms of TIA Section 314(e).

Section 10.3. Release of Collateral.

                  (a) Subject to subsections (b), (c) and (d) of this Section
10.3, Collateral may be released from the Lien and security interest created by
this Indenture and the Collateral Documents at any time or from time to time
upon the request of the Company pursuant to an Officers' Certificate certifying
that all terms for release and conditions precedent hereunder and under any
applicable Collateral Document have been met and specifying (A) the identity of
the Collateral to be released and (B) the provision of this Indenture which
authorizes such release. The Trustee shall release (at the sole cost and expense
of the Company) (i) all Collateral that is contributed, sold, leased, conveyed,
transferred or otherwise disposed of; provided, such contribution, sale, lease,
conveyance, transfer or other distribution is or will be in accordance with the
provisions of this Indenture, including, without limitation, the requirement
that the net proceeds from such contribution, sale, lease, conveyance, transfer
or other distribution are or will be applied in accordance with this Indenture
to make payment on the Senior Notes ratably and 


                                       67
<PAGE>   76
that no Default or Event of Default has occurred and is continuing or would
occur immediately following such release; (ii) Collateral which may be released
with the consent of Holders pursuant to Article 8 hereof; (iii) all Collateral
(except as provided in Article 9 hereof) upon discharge or defeasance of this
Indenture in accordance with Article 9 hereof; (iv) all Collateral upon the
payment in full of all obligations of the Company with respect to the Senior
Notes; and (v) Collateral of a Guarantor whose Guarantee is released pursuant to
Section 11.4 hereof. Upon receipt of such Officers' Certificate, an Opinion of
Counsel and any other opinions or certificates required by this Indenture and
the TIA, the Trustee shall execute, deliver or acknowledge any necessary or
proper instruments of termination, satisfaction or release to evidence the
release of any Collateral permitted to be released pursuant to this Indenture or
the Collateral Documents.

                  (b) No Collateral shall be released from the Lien and security
interest created by the Collateral Documents pursuant to the provisions of the
Collateral Documents unless there shall have been delivered to the Trustee the
certificates required by this Section 10.3.

                  (c) The Trustee may release Collateral from the Lien and
security interest created by this Indenture and the Collateral Documents upon
the sale or disposition of Collateral pursuant to the Trustee's powers, rights
and duties with respect to remedies provided under any of the Collateral
Documents.

                  (d) The release of any Collateral from the terms of this
Indenture and the Collateral Documents shall not be deemed to impair the
security under this Indenture in contravention of the provisions hereof if and
to the extent the Collateral is released pursuant to the terms hereof. To the
extent applicable, the Company shall cause TIA Section 313(b), relating to
reports, and TIA Section 314(d), relating to the release of property or
securities from the Lien and security interest of the Collateral Documents and
relating to the substitution therefor of any property or securities to be
subjected to the Lien and security interest of the Collateral Documents to be
complied with. Any certificate or opinion required by TIA Section 314(d) may be
made by an Officer of the company except in cases where TIA Section 314(d)
requires that such certificate or opinion be made by an independent Person,
which Person shall be an independent engineer, appraiser or other expert
selected or approved by the Trustee in the exercise of reasonable care.

Section 10.4. Protection of the Trust Estate.

         Upon prior written notice to the Company and the Guarantors, the
Trustee shall have the power (i) to institute and maintain such suits and
proceedings as it may deem expedient, to prevent any impairment of the
Collateral under any of the Collateral Documents; and (ii) to enforce the
obligations of the Company, the Guarantors or any Restricted Subsidiary under
this Indenture or the Collateral Documents, to institute and maintain such suits
and proceedings as may be expedient to prevent any impairment of the Collateral
under the Collateral Documents and in the profits, rents, revenues and other
income arising therefrom; including the power to institute and maintain suits or
proceedings to restrain the enforcement of or compliance with any legislative or
other governmental enactment, rule or order that may be unconstitutional or
otherwise invalid if the enforcement of, or compliance with, such enactment,
rule or order would 


                                       68
<PAGE>   77
impair any Collateral or be prejudicial to the interests of the Holders of
Senior Notes or the Trustee, to the extent permitted thereunder.

Section 10.5. Certificates of the Company.

         The Company shall furnish to the Trustee, prior to each proposed
release of Collateral pursuant to the Collateral Documents (i) all documents
required by TIA Section 314(d) and (ii) an Opinion of Counsel in the United
States, which opinion shall be subject to customary assumptions and exclusions,
to the effect that such accompanying documents constitute all documents required
by TIA Section314(d). The Trustee may, to the extent permitted by Sections 7.1
and 7.2 hereof, accept as conclusive evidence of compliance with the foregoing
provisions the appropriate statements contained in such documents and such
Opinion of Counsel.

Section 10.6. Certificates of the Trustee.

         In the event that the Company wishes to release Collateral in
accordance with the Collateral Documents and has delivered the certificates and
documents required by the Collateral Documents and Sections 10.3 and 10.5
hereof, the Trustee shall determine whether it has received all documents
required by TIA Section 314(d) in connection with such release and, based on
such determination and the Opinion of Counsel delivered pursuant to Section
10.5(ii), shall deliver a certificate to the Collateral Agent setting forth such
determination.

Section 10.7. Authorization of Actions to be Taken by the Trustee Under the
              Collateral Documents.

         Subject to the provisions of Section 7.1 and 7.2 hereof, the Trustee
may, in its sole discretion and without the consent of the Holders of Senior
Notes, direct, on behalf of the Holders of Senior Notes, the Collateral Agent to
take all actions it deems necessary or appropriate in order to (a) enforce any
of the terms of the Collateral Documents and (b) collect and receive any and all
amounts payable in respect of the Obligations of the Company hereunder. The
Trustee shall have power to institute and maintain such suits and proceedings as
it may deem expedient to prevent any impairment of the Collateral by any acts
that may be unlawful or in violation of the Collateral Documents or this
Indenture, and such suits and proceedings as the Trustee may deem expedient to
preserve or protect its interests and the interests of the Holders of Senior
Notes in the Collateral (including power to institute and maintain suits or
proceedings to restrain the enforcement of or compliance with any legislative or
other governmental enactment, rule or order that may be unconstitutional or
otherwise invalid if the enforcement of, or compliance with, such enactment,
rule or order would impair the security interest hereunder or be prejudicial to
the interests of the Holders of Senior Notes or of the Trustee).

Section 10.8. Authorization of Receipt of Funds by the Trustee Under the
              Collateral Documents.

         Upon an Event of Default and so long as such Event of Default
continues, the Trustee may exercise in respect of the Collateral, in addition to
the other rights and remedies provided for herein, in the Collateral Documents
or otherwise available to it, all of the rights and remedies 


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of a secured party under the Uniform Commercial Code or other applicable law,
and the Trustee may also upon obtaining possession of the Collateral as set
forth herein, without notice to the Company, except as specified below, sell the
Collateral or any part thereof in one or more parcels at public or private sale,
at any exchange, broker's board or at any of the Trustee's offices or elsewhere,
for cash, on credit or for future delivery, and upon such other terms as the
Trustee may deem commercially reasonable. The Company acknowledges and agrees
that any such private sale may result in prices and other terms less favorable
to the seller than if such a sale were a public sale. The Company agrees that,
to the extent notice of sale shall be required by law, at least 10 days' notice
to the Company of the time and place of any public sale or the time after which
any private sale is to be made shall constitute reasonable notification. The
Trustee shall not be obligated to make any sale regardless of notice of sale
having been given. The Trustee may adjourn any public or private sale from time
to time by announcement at the time and place fixed therefor, and such sale may,
without further notice, be made at the time and place to which it was so
adjourned.

         Any cash that is Collateral held by the Trustee and all cash proceeds
received by the Trustee in respect of any sale of, collection from, or other
realization upon all or any part of the Collateral shall be applied (unless
otherwise provided for in the Collateral Documents) in accordance with Section
6.10, or as the Holders of the Senior Notes shall direct pursuant to Section
6.5. Any surplus of such cash or cash proceeds held by the Trustee and remaining
after payment in full of all the obligations shall be paid over to the Company
or to whomsoever may be lawfully entitled to receive such surplus or as a court
of competent jurisdiction may direct.

Section 10.9. Termination of Security Interest.

         Upon the payment in full of all Obligations of the Company under this
Indenture and the Senior Notes, or upon Legal Defeasance or Covenant Defeasance,
the Trustee shall, at the request of the Company, deliver a certificate to the
Collateral Agent stating that such Obligations have been paid in full, and
instruct the Collateral Agent to release the Liens pursuant to this Indenture
and the Collateral Documents.

Section 10.10. Cooperation of Trustee.

         In the event the Company or any Guarantor pledges or grants to the
Trustee a security interest in additional Collateral, the Trustee shall
cooperate with the Company or such Guarantor in reasonably and promptly agreeing
to the form of, and executing as required, any instruments or documents
necessary to make effective the security interest in the Collateral to be so
pledged. To the extent practicable, the terms of any security agreement or other
instrument or document necessitated by any such pledge shall be comparable to
the provisions of the existing Collateral Documents. Subject to, and in
accordance with the requirements of this Article 10 and the terms of the
Collateral Documents, in the event that the Company or any Guarantor engages in
any transaction pursuant to Section 10.3, the Trustee, subject to the provisions
of Sections 10.3 and 10.5, shall cooperate with the Company or such Guarantor in
order to facilitate such transaction in accordance with any reasonable time
schedule proposed by the Company, including by delivering and releasing the
Collateral in a prompt and reasonable manner.

                                       70
<PAGE>   79
Section 10.11. Collateral Agent.

         The Trustee may, from time to time, appoint one or more Collateral
Agents hereunder. Each of such Collateral Agents may be delegated any one or
more of the duties or rights of the Trustee hereunder or under the Collateral
Documents or which are specified in any Collateral Documents, including without
limitation, the right to hold any Collateral in the name of, registered to, or
in the physical possession of, such Collateral Agent, for the ratable benefit of
the Holders of the Senior Notes. Each such Collateral Agent shall have such
rights and duties as may be specified in any agreement between the Trustee and
such Collateral Agent.

Section 10.12. Location of Collateral.

                  The Company and the Guarantors represent and warrant the
personal property collateral is located in the jurisdictions set forth in
Exhibit A to the Security Agreement and there is no real property, material to
Quest's or Sunbelt's business as presently conducted, owned by Quest, Sunbelt or
their Subsidiaries.

                                   ARTICLE 11

                            GUARANTEE OF SENIOR NOTES

Section 11.1. Guarantee.

         Subject to the provisions of this Article 11, each Guarantor hereby
jointly and severally unconditionally and irrevocably guarantees to each Holder
and to the Trustee, on behalf of the Holders, (i) the due and punctual payment
of the principal of, premium, if any, and interest (including Additional
Interest) on each Senior Note, when and as the same shall become due and
payable, whether at maturity, by acceleration or otherwise, the due and punctual
payment of interest on the overdue principal of, and premium, if any, and
interest on the Senior Notes, to the extent lawful, and the due and punctual
performance of all other Obligations of the Company to the Holders or the
Trustee all in accordance with the terms of such Senior Note and this Indenture,
and (ii) in the case of any extension of time of payment or renewal of any
Senior Notes or any of such other Obligations, that the same will be promptly
paid in full when due or performed in accordance with the terms of the extension
or renewal, at stated maturity, by acceleration or otherwise. Each Guarantor, by
execution of the Guarantee, agrees that its obligations thereunder and hereunder
shall be absolute and unconditional, irrespective of, and shall be unaffected
by, any invalidity, irregularity or unenforceability of any such Senior Note or
this Indenture, any failure to enforce the provisions of any such Senior Note or
this Indenture, any waiver, modification or indulgence granted to the Company
with respect thereto by the Holder of such Senior Note or the Trustee, or any
other circumstances which may otherwise constitute a legal or equitable
discharge of a surety or such Guarantor.

         Each Guarantor, by execution of the Guarantee, waives diligence,
presentment, demand of payment, filing of claims with a court in the event of
merger or bankruptcy of the Company, any right to require a proceeding first
against the Company, protest or notice with respect to any such Senior Note or
the Indebtedness evidenced thereby and all demands whatsoever, and covenants
that the Guarantee will not be discharged as to any such Senior Note except by


                                       71
<PAGE>   80
payment in full of the principal thereof, premium if any, and interest thereon
and as provided in Section 9.1 hereof. If any Holder or the Trustee is required
by any court or otherwise to return to the Company or any Guarantor or any
Custodian, trustee, liquidator or other similar official acting in relation to
either the Company or any Guarantor, any amount paid by either the Company or
any Guarantor to the Holder or Trustee, each Guarantor's Guarantee, to the
extent therefor discharged, shall be reinstated in full force and effect. Each
Guarantor, by execution of the Guarantee, 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 by the Guarantee may be
accelerated as provided in Article 6 hereof for the purposes of the Guarantee,
notwithstanding any stay, injunction or other prohibition preventing such
acceleration in respect of the Obligations guaranteed thereby, and (ii) in the
event of any declaration of acceleration of such Obligations as provided in
Article 6 hereof, such Obligations (whether or not due and payable) shall
forthwith become due and payable by each Guarantor for the purpose of the
Guarantee. In addition, without limiting the foregoing provisions, upon the
effectiveness of an acceleration under Article 6 hereof, the Trustee shall
promptly make a demand for payment on the Senior Notes under any Guarantee
provided for in this Article 11 and not discharged. Failure to make such demand
shall not affect the validity or enforceability of the Guarantee upon any
Guarantor.

         A Guarantee shall not be valid or become obligatory for any purpose
with respect to a Senior Note unless the certificate of authentication on such
Senior Note shall have been signed by or on behalf of the Trustee.

         Each Guarantor also agrees to pay any and all costs and expenses
(including reasonable attorney's fees) incurred by the Trustee as a
representative of any Holder in enforcing any rights under this section.

Section 11.2. Execution and Delivery of Guarantees.

         To further evidence the Guarantee set forth in this Article 11, each
Guarantor shall execute a Guarantee in the form included as part of Exhibit A
hereto and hereby agrees that a notation of such Guarantee shall be placed on
each Senior Note authenticated and made available for delivery by the Trustee
and that this Guarantee shall be executed on behalf of each Guarantor by the
manual or facsimile signature of an Officer of each Guarantor.

         Each Guarantor hereby agrees that the Guarantee set forth in Section
11.1 shall remain in full force and effect notwithstanding any failure to
endorse on each Senior Note a notation of such Guarantee.

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

         The delivery of any Senior Note by the Trustee, after the
authentication thereof hereunder, shall constitute due delivery of the Guarantee
set forth in this Indenture on behalf of each Guarantor.

                                       72
<PAGE>   81
Section 11.3. Limitation of Guarantee.

         The obligations of each Guarantor will 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 its contribution obligations
under this Indenture, result in the obligations of such Guarantor under the
Guarantee not constituting a fraudulent conveyance or fraudulent transfer under
Federal or state law. Each Guarantor that makes a payment or distribution under
a Guarantee shall be entitled to a contribution from each other Guarantor in a
pro rata amount based on the Adjusted Net Assets of each Guarantor.

Section 11.4. Release of Guarantor.

         A Guarantor shall be released from all of its obligations under its
Guarantee if:

                  (i) the Guarantor has sold all or substantially all of its
         assets or the Company and its Subsidiaries have sold all of the Equity
         Interests of the Guarantor owned by them, in each case in a transaction
         in compliance with Sections 4.8 and 5.1 hereof to the extent
         applicable; or 

                  (ii) the Guarantor merges with or into or consolidates
         with, or transfers all or substantially all of its assets to, the
         Company or another Guarantor in a transaction in compliance with
         Section 5.1 hereof;

                  and in each such case, the Company has delivered to the
         Trustee an Officers' Certificate and an Opinion of Counsel, each
         stating that all conditions precedent herein provided for relating to
         such transactions have been complied with.

Section 11.5. Additional Guarantors.

              The Company covenants and agrees that it will cause any Person
which becomes obligated to guarantee the Senior Notes pursuant to the terms of
Section 4.12 hereof, to execute a Guarantee satisfactory in form and substance
to the Trustee pursuant to which such Person shall guarantee the obligations of
the Company under the Senior Notes and this Indenture in accordance with this
Article 11 with the same effect and to the same extent as if such Person had
been named herein as a Guarantor.


                                       73

<PAGE>   82
                                   ARTICLE 12

                                  MISCELLANEOUS

Section 12.1. Trust Indenture Act Controls.

         If any provision of this Indenture limits, qualifies or conflicts with
another provision which is required to be included in this Indenture by the TIA,
the required provision shall control.

Section 12.2. Notices.

         Any notice or communication shall be given in writing and delivered in
person, sent by facsimile, delivered by commercial courier service or mailed by
first-class mail, postage prepaid, addressed as follows:

         If to the Company or any Guarantor:

         RainTree Healthcare Corporation
         15300 North 90th Street
         Suite 100, Building A
         Scottsdale, AZ 85260
         Attention: Treasurer
         Fax Number: (602) 481-6479
         Phone Number: (602) 423-1954

         Copy to:

         Squire, Sanders & Dempsey L.L.P.
         Two Renaissance Square
         40 North Central Avenue, Suite 2700
         Phoenix, AZ 85004
         Attention: Christopher D.  Johnson, Esq.
         Fax Number: (602) 253-8129
         Phone Number: (602) 528-4000

         If to the Trustee:

         Norwest Bank Minnesota, National Association
         Sixth & Marquette
         Minneapolis, MN 55479
         Attention:  Corporate Trust Services
         Fax Number : (612) 667-9825
         Phone Number: (612) 667-7323


                                       74
<PAGE>   83
         Such notices or communications shall be effective when received and
shall be sufficiently given if so given within the time prescribed in this
Indenture.

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

         Any notice or communication mailed to a Holder shall be mailed to him
by first-class mail, postage prepaid, at his address shown on the register kept
by the Registrar. If a notice or communication to a Holder is mailed in the
manner provided above, it shall be deemed duly given on the date so deposited in
the mail, whether or not the addressee receives it.

         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.

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

Section 12.3. Communications 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 Senior Notes.
The Company, the Guarantors, the Trustee, the Registrar and anyone else shall
have the protection of TIA Section 312(c).

Section 12.4. Certificate and Opinion as to Conditions Precedent.

         Upon any request or application by the Company or any Guarantor 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 12.5 below) in form and substance
         reasonably satisfactory to the Trustee stating that, in the opinion of
         the signers, all conditions precedent, if any, provided for in this
         Indenture relating to the proposed action have been complied with;

                  (2) an Opinion of Counsel (which shall include the statements
         set forth in Section 12.5 below) in form and substance reasonably
         satisfactory to the Trustee stating that, in the opinion of such
         counsel, all such conditions precedent have been complied with; and

                  (3) where applicable, a certificate or opinion by an
         independent certified public accountant satisfactory to the Trustee
         that complies with TIA Section 314(c).

                                       75
<PAGE>   84
Section 12.5. Statements Required in Certificate and Opinion.

         Each certificate and opinion with respect to compliance with a
condition or covenant Provided for in this Indenture shall include:

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

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

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

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

Section 12.6. When Treasury Senior Notes Disregarded.

         In determining whether the Holders of the required aggregate principal
amount of Senior Notes have concurred in any direction, waiver or consent,
Senior Notes owned by the Company, any Guarantor or any other obligor on the
Senior Notes or by any Affiliate of any of them shall be disregarded as though
they were not outstanding, except that for the purposes of determining whether
the Trustee shall be protected in relying on any such direction, waiver or
consent, only Senior Notes which the Trustee actually knows are so owned shall
be so disregarded. Senior Notes so owned which have been pledged in good faith
shall not be disregarded if the pledgee establishes to the satisfaction of the
Trustee the pledgee's right so to act with respect to the Senior Notes and that
the pledgee is not the Company, a Guarantor or any other obligor upon the Senior
Notes or any Affiliate of any of them.

Section 12.7. Rules by Trustee and Agents.

         The Trustee may make reasonable rules for action by or meetings of
Holders. The Registrar and Paying Agent may make reasonable rules for their
functions.

Section 12.8. Business Days; Legal Holidays.

         A "Business Day" is a day that is not a Legal Holiday. A "Legal
Holiday" is a Saturday, a Sunday, a federally-recognized holiday or a day on
which banking institutions are not required to be open in the State of New York.
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.

                                       76
<PAGE>   85
Section 12.9. Governing Law.

         THIS INDENTURE AND THE SENIOR NOTES SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS
MADE AND PERFORMED WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF
CONFLICTS OF LAW. EACH OF THE PARTIES HERETO AGREES TO SUBMIT TO THE
JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK IN ANY ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO THIS INDENTURE OR THE SENIOR NOTES.

Section 12.10. No Adverse Interpretation of Other Agreements.

         This Indenture may not be used to interpret another indenture, loan,
security or debt agreement of the Company or any Subsidiary thereof. No such
indenture, loan, security or debt agreement may be used to interpret this
Indenture.

Section 12.11. No Recourse Against Others.

         No recourse for the payment of the principal of or premium, if any, or
interest on any of the Senior Notes, or for any claim based thereon or otherwise
in respect thereof, and no recourse under or upon any obligation, covenant or
agreement of the Company or any Guarantor in this Indenture or in any
supplemental indenture, or in any of the Senior Notes, or because of the
creation of any Indebtedness represented thereby, shall be had against any
stockholder, officer, director, partner, affiliate, beneficiary or employee, as
such, past, present or future, of the Company or of any successor corporation or
against the property or assets of any such stockholder, officer, employee,
partner, affiliate, beneficiary or director, either directly or through the
Company or any Guarantor, or any successor corporation thereof, whether by
virtue of any constitution, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise; it being expressly understood that this
Indenture and the Senior Notes are solely obligations of the Company and the
Guarantors, and that no such personal liability whatever shall attach to, or is
or shall be incurred by, any stockholder, officer, employee, partner, affiliate,
beneficiary or director, as such, of the Company or any Guarantor, or any
successor corporation thereof, because of the creation of the indebtedness
hereby authorized, or under or by reason of the obligations, covenants or
agreements contained in this Indenture or the Senior Notes or implied therefrom,
and that any and all such personal liability of, and any and all claims against
every stockholder, officer, employee, partner, affiliate, beneficiary and
director, as such, are hereby expressly waived and released as a condition of,
and as a consideration for, the execution of this Indenture and the issuance of
the Senior Notes. It is understood that this limitation on recourse is made
expressly for the benefit of any such shareholder, employee, officer, partner,
affiliate, beneficiary or director and may be enforced by any one or all of
them.

                                       77
<PAGE>   86
Section 12.12.    Successors.

         All agreements of the Company and the Guarantors in this Indenture and
the Senior Notes shall bind their respective successors. All agreements of the
Trustee, any additional trustee and any Paying Agents in this Indenture shall
bind their respective successors.

Section 12.13.    Multiple Counterparts.

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

Section 12.14.    Table of Contents, Headings, etc.

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

Section 12.15.    Separability.

         Each provision of this Indenture shall be considered separable and if
for any reason any provision which is not essential to the effectuation of the
basic purpose of this Indenture or the Senior Notes shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.

                           [SIGNATURE PAGE TO FOLLOW]


                                       78
<PAGE>   87
         IN WITNESS WHEREOF, the parties have caused this Indenture to be duly
executed, and the Company's corporate seal to be hereunto affixed and attested,
all as of the date and year first written above.

                                           RAINTREE HEALTHCARE CORPORATION



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



                                       79
<PAGE>   88
                                           NORWEST BANK MINNESOTA,
                                           NATIONAL ASSOCIATION, as Trustee


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



                                       80
<PAGE>   89
                                           SUNQUEST SPC, INC.,
                                           an Arizona corporation


                                          By:                     
                                             ----------------------------------
                                          Name:    Clayton Kloehr
                                          Title:   Chief Financial Officer, 
                                                   Vice President and Treasurer

                                          MEMPHIS CLINICAL LABORATORY, INC.
                                          a Tennessee corporation


                                          By:                     
                                             ----------------------------------
                                          Name:    Clayton Kloehr
                                          Title:   Chief Financial Officer, 
                                                   Vice President and Treasurer


                                          AMERICAN PROFESSIONAL HOLDING, INC.
                                          a Utah corporation


                                          By:                     
                                             ----------------------------------
                                          Name:    Clayton Kloehr
                                          Title:   Chief Financial Officer, 
                                                   Vice President and Treasurer


                                          ARKANSAS, INC.,
                                          a Colorado corporation


                                          By:                     
                                             ----------------------------------
                                          Name:    Clayton Kloehr
                                          Title:   Chief Financial Officer, 
                                                   Vice President and Treasurer

                                          AMPRO MEDICAL SERVICES, INC.,
                                          a Texas corporation


                                          By:                     
                                             ----------------------------------
                                          Name:    Clayton Kloehr
                                          Title:   Chief Financial Officer, 
                                                   Vice President and Treasurer


                                       81
<PAGE>   90
                                           DOUGLAS MANOR, INC.,
                                           a Colorado corporation


                                           By:                     
                                             ----------------------------------
                                           Name:    Clayton Kloehr
                                           Title:   Chief Financial Officer, 
                                                    Vice President and Treasurer

                                           GAMMA LABORATORIES, INC.,
                                           a Missouri corporation


                                           By:                    
                                             ----------------------------------
                                           Name:    Clayton Kloehr
                                           Title:   Chief Financial Officer, 
                                                    Vice President and Treasurer


                                           SAFFORD CARE, INC.,
                                           a Colorado corporation


                                           By:                     
                                             ----------------------------------
                                           Name:    Clayton Kloehr
                                           Title:   Chief Financial Officer, 
                                                    Vice President and Treasurer


                                           REHABWEST, INC.,
                                           a Colorado corporation


                                           By:                    
                                             ----------------------------------
                                           Name:    Clayton Kloehr
                                           Title:   Chief Financial Officer, 
                                                    Vice President and Treasurer


                                       82
<PAGE>   91
                                           CORNERSTONE CARE CENTER, INC.
                                           a Colorado corporation


                                           By:                     
                                             ----------------------------------
                                           Name:    Clayton Kloehr
                                           Title:   Chief Financial Officer, 
                                                    Vice President and Treasurer


                                           QUEST PHARMACIES, INC.,
                                           an Arizona corporation

                                           By:                     
                                             ----------------------------------
                                           Name:    Clayton Kloehr
                                           Title:   Chief Financial Officer, 
                                                    Vice President and Treasurer


                                           DECATUR SPORTS FIT & WELLNESS
                                           CENTER, INC.,
                                           an Alabama corporation

                                           By:                     
                                             ----------------------------------
                                           Name:    Clayton Kloehr
                                           Title:   Chief Financial Officer, 
                                                    Vice President and Treasurer


                                           THERAPY HEALTH SYSTEMS, INC.,
                                           a Mississippi corporation

                                           By:                     
                                             ----------------------------------
                                           Name:    Clayton Kloehr
                                           Title:   Chief Financial Officer, 
                                                    Vice President and Treasurer



                                       83
<PAGE>   92
                                           HENDERSON & ASSOCIATES
                                           REHABILITATION, INC.,
                                           an Alabama corporation

                                           By:                     
                                             ----------------------------------
                                           Name:    Clayton Kloehr
                                           Title:   Chief Financial Officer, 
                                                    Vice President and Treasurer


                                           SUNBELT THERAPY MANAGEMENT
                                           SERVICES, INC.,
                                           an Alabama corporation

                                           By:                     
                                             ----------------------------------
                                           Name:    Clayton Kloehr
                                           Title:   Chief Financial Officer, 
                                                    Vice President and Treasurer


                                           SIGNATURE HEALTH CARE CORPORATION,
                                           a Delaware corporation

                                           By:                     
                                             ----------------------------------
                                           Name:    Clayton Kloehr
                                           Title:   Chief Financial Officer, 
                                                    Vice President and Treasurer


                                           SIGNATURE MANAGEMENT GROUP, INC.,
                                           a Colorado corporation

                                           By:                     
                                             ----------------------------------
                                           Name:    Clayton Kloehr
                                           Title:   Chief Financial Officer, 
                                                    Vice President and Treasurer



                                       84
<PAGE>   93
                                           BRITWILL FUNDING CORPORATION,
                                           a Delaware corporation


                                           By:/s/ Clayton Kloehr
                                             ----------------------------------
                                           Name:    Clayton Kloehr
                                           Title:   Chief Financial Officer, 
                                                    Vice President and Treasurer


                                           BRITWILL HEALTH CARE COMPANY,
                                           a Delaware corporation


                                           By:/s/ Clayton Kloehr
                                             ----------------------------------
                                           Name:    Clayton Kloehr
                                           Title:   Chief Financial Officer, 
                                                    Vice President and Treasurer


                                       85
<PAGE>   94
                                    EXHIBIT A


             [FORM OF NOTATION ON SENIOR NOTE RELATING TO GUARANTEE]

                                    GUARANTEE

         Each guarantor (each a "Guarantor" and collectively the "Guarantors"
including any successor Person under the Indenture) has unconditionally
guaranteed, jointly and severally, to the extent set forth in the Indenture and
subject to the provisions of the Indenture, (a) the due and punctual payment of
the principal of, premium, if any and interest on the Senior Notes, whether at
maturity, by acceleration or otherwise, the due and punctual payment of interest
on overdue principal, and, to the extent permitted by law, interest, and the due
and punctual performance of all other obligations of the Company to the
Noteholders or the Trustee all in accordance with the terms set forth in Article
11 of the Indenture, and (b) in case of any extension of time of payment or
renewal of any Senior Notes or any of such other obligations, that the same will
be promptly paid in full when due or performed in accordance with the terms of
the extension or renewal, whether at stated maturity, by acceleration or
otherwise.

         The obligations of the Guarantor to the Holders and to the Trustee
pursuant to this Guarantee and the Indenture are expressly set forth in Article
11 of the Indenture and reference is hereby made to the Indenture for the
precise terms and limitations of this Guarantee.


SUNQUEST SPC, INC., an Arizona              MEMPHIS CLINICAL LABORATORY,
corporation                                 INC., a Tennessee corporation

CORNERSTONE CARE CENTER, INC.,              QUEST PHARMACIES, INC., an
a Colorado corporation                      Arizona corporation

DECATUR SPORTS FIT & WELLNESS               THERAPY HEALTH SYSTEMS, INC.,
CENTER, INC., an Alabama corporation        a Mississippi corporation

HENDERSON & ASSOCIATES                      AMERICAN PROFESSIONAL
REHABILITATION, INC., an Alabama            HOLDING, INC., a Utah corporation
corporation

ARKANSAS, INC., a Colorado corporation      AMPRO MEDICAL SERVICES, INC.,
                                            a Texas corporation

DOUGLAS MANOR, INC.,                        GAMMA LABORATORIES, INC.
a Colorado corporation                      a Missouri corporation

SAFFORD CARE, INC., a Colorado              REHABWEST, INC., a Colorado
corporation                                 corporation

                                       A-1
<PAGE>   95
SUNBELT THERAPY MANAGEMENT                  SIGNATURE HEALTHCARE
SERVICES, INC., an Alabama corporation      CORPORATION, a Delaware corporation

SIGNATURE MANAGEMENT GROUP,                 BRITWILL FUNDING CORPORATION,
INC., a Colorado corporation                a Delaware corporation

SUNBELT THERAPY MANAGEMENT                  BRITWILL HEALTHCARE COMPANY,
SERVICES, INC., an Arizona corporation      a Delaware corporation




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


                                      A-2
<PAGE>   96
                                    EXHIBIT B

                                  FORM OF NOTE

                                 (FACE OF NOTE)
NUMBER                                                 AMOUNT 
       ----------------                                       -----------------
                                                                   CUSIP NUMBER
                                                                     909196 AE7
                         RAINTREE HEALTHCARE CORPORATION

                       11% SENIOR SECURED NOTES DUE 2003

THE PRINCIPAL OF THIS NOTE IS PAYABLE IN PART OR IN WHOLE PRIOR TO MATURITY AS
SET FORTH BELOW. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT
ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

         RainTree Healthcare Corporation, a Delaware corporation (the "Company",
which term includes any successor corporation), for value received promises to
pay to               or registered assigns, its ratable share of the
principal sum of Two Million Dollars ($2,000,000), on January 1, 2002, its
ratable share of payments made pursuant to that certain Sharing Agreement (which
payments may include payments of principal), and its ratable share of the
remaining outstanding principal balance on January 1, 2003.

         Interest Payment Dates: (1) January 1 and July 1, commencing July 1,
1999 through (and including) January 1, 2001, (2) January 1, 2002, and (3)
January 1, 2003.

         Record Dates:  June 15 and December 15

         Reference is made to the further provisions of this Senior Note
contained herein, which will for all purposes have the same effect as if set
forth at this place.

         IN WITNESS WHEREOF, the Company has caused this Senior Note to be
signed manually or by facsimile by its duly authorized officers.

                                       RAINTREE HEALTHCARE CORPORATION

                                       By: /s/ Michael A. Jeffries
                                         --------------------------------------
                                       Name:    Michael A. Jeffries
                                       Title:   President

                                       RAINTREE HEALTHCARE CORPORATION

                                       By: /s/ Nir Margalit
                                          -------------------------------------
                                       Name:    Nir Margalit
                                       Title:   Secretary

                                      B-1
<PAGE>   97
Certificate of Authentication:

This is one of the 11% Senior Secured Notes due
2003 referred to in the within-mentioned Indenture

Dated: 
      ---------------------

Norwest Bank Minnesota, National Association, as Trustee

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


                                      B-2
<PAGE>   98
                                 (REVERSE SIDE)

                         RAINTREE HEALTHCARE CORPORATION

                        11% SENIOR SECURED NOTES DUE 2003

1.       INTEREST.

         RainTree Healthcare Corporation, a Delaware corporation (the
"Company"), promises to pay interest on the principal amount of this Senior Note
(1) semi-annually on July 1 and January 1 of each year, commencing on July 1,
1999 through (and including) January 1, 2001, (2) on January 1, 2002, and (3) on
January 1, 2003 (each an "Interest Payment Date"). Interest on the Senior Notes
will accrue commencing on January 1, 1999 at the rate of 11% per annum. Interest
will be computed on the basis of a 360-day year of twelve 30-day months.
Interest on the Senior Notes will 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 Senior Notes.

         The Company shall pay interest on overdue principal, and on overdue
premium, if any, and overdue interest, to the extent lawful, at the rate equal
to .75% per annum.

2.       METHOD OF PAYMENT.

         The Company will pay interest on this Senior Note provided for in
Paragraph 1 above (except defaulted interest) to the person who is the
registered Holder of this Note at the close of business on the June 15 or
December 15 preceding the Interest Payment Date (whether or not such day is a
Business Day). The Holder must surrender this Note to a Paying Agent to collect
principal payments due on January 1, 2003. The Company will pay principal,
premium, if any, and interest in money of the United States that at the time of
payment is legal tender for payment of public and private debts; provided,
however, that the Company may pay principal, premium, if any, and interest by
check payable in such money. It may mail an interest check to the Holder's
registered address. Notwithstanding the foregoing, all payments with respect to
the Senior Notes, 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, Norwest Bank Minnesota, National Association (the
"Trustee"), will act as Paying Agent and Registrar. The Company may change any
Paying Agent or Registrar without notice to the Holders of the Senior Notes.
Neither the Company nor any of its Subsidiaries or Affiliates may act as Paying
Agent but may act as registrar or co-registrar.

4.       INDENTURE AND COLLATERAL DOCUMENTS.

         The Company issued this Senior Note under an Indenture dated as of
January 31, 1999 (as such may be amended, supplemented, waived and modified from
time to time, the 


                                      B-3
<PAGE>   99
"Indenture") by and among the Company, the Guarantors party thereto and the
Trustee. The terms of this Senior Note include those stated in the Indenture and
those made part of the Indenture by reference to the Trust Indenture Act of 1939
as in effect on the date of the Indenture. This Senior Note is subject to all
such terms, and the Holder of this Senior Note is referred to the Indenture and
said Trust Indenture Act for a statement of them. The terms of the Indenture
shall govern any inconsistencies between the Indenture and the Senior Notes or
the Guarantee. The Senior Notes are secured by certain collateral pursuant to
the Collateral Documents referred to in the Indenture and may be released
pursuant to the terms thereof. All capitalized terms in this Senior Note, unless
otherwise defined, have the meanings assigned to them by the Indenture.

         The Senior Notes are secured senior obligations of the Company of up to
$26,000,000 in aggregate principal amount, subject to adjustment as provided in
the Indenture. The Indenture imposes certain restrictions on, among other
things, the Company's ability to consolidate or merge with or into, or to
transfer all or substantially all of its assets to, another person.

5.       OPTIONAL REDEMPTION.

         The Company may redeem the Senior Notes, in whole or in part, at any
time at a redemption price equal to 100% of the principal amount thereof,
together with accrued and unpaid interest to the Redemption Date.

6.       NOTICE OF REDEMPTION.

         Notice of redemption will be mailed via first class mail at least 15
days but not more than 30 days prior to the Redemption Date to each Holder of
Senior Notes to be redeemed at its registered address as it shall appear on the
register of the Senior Notes maintained by the Registrar. On and after any
Redemption Date, interest will cease to accrue on the Senior Notes or portions
thereof called for redemption unless the Company shall default in making the
redemption payment thereon.

7.       GUARANTEE.

         Payment of principal of, premium, if any, and interest (including
interest on overdue principal and overdue interest (if lawful)) on the Senior
Notes and all other obligations of the Company to the Holders will be
unconditionally guaranteed by the Guarantors pursuant to, and subject to the
terms of, Article 11 of the Indenture.

8.       DENOMINATIONS, TRANSFER, EXCHANGE.

         The Senior Notes are in registered form without coupons in
denominations of $100 and integral multiples thereof. A Holder may register the
transfer or exchange of Senior Notes in accordance with the Indenture. The
Registrar 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. The Registrar need not register the transfer
of or exchange any Senior Note selected for redemption or register the transfer
of or exchange any Senior Note 


                                      B-4
<PAGE>   100
for a period of 15 days before a selection of Senior Notes to be redeemed or any
Senior Note after it is called for redemption in whole or in part, except the
unredeemed portion of any Senior Note being redeemed in part.

9.       PERSONS DEEMED OWNERS.

         The registered Holder of this Senior Note may be treated as the owner
of it for all purposes.

10.      UNCLAIMED MONEY.

         If money for the payment of principal, premium or interest on any
Senior Note remains unclaimed for two years, the Trustee or Paying Agent will
pay the money back to the Company at its request. After that, Holders entitled
to money must look to the Company for payment as general creditors unless an
"abandoned property" law designates another person.

11.      AMENDMENT, SUPPLEMENT AND WAIVER.

         Subject to certain exceptions, the Indenture, the Senior Notes, the
Guarantees or the Collateral Documents may be modified, amended or supplemented
by the Company, the Guarantors and the Trustee with the consent of the Holders
of at least a majority in principal amount of the Senior Notes then outstanding
and any existing default or compliance with any provision may be waived in a
particular instance with the consent of the Holders of a majority in principal
amount of the Senior Notes then outstanding. Without the consent of Holders, the
Company, the Guarantors and the Trustee may amend the Indenture, the Senior
Notes, the Guarantees or the Collateral Documents or supplement the Indenture
for certain specified purposes including providing for uncertificated Senior
Notes in addition to certificated Senior Notes, and curing any ambiguity, defect
or inconsistency, or making any other change that does not materially and
adversely affect the rights of any Holder, or to comply with the requirements of
the SEC in order to effect or maintain the qualification of the Indenture under
the Trust Indenture Act to enter into additional or supplemental Collateral
Documents, to adjust the principal amount of the Senior Notes issued pursuant to
the Indenture and to otherwise comply with the terms of the Plan of
Reorganization.

12.      SUCCESSOR ENTITY.

         When a successor corporation assumes all the obligations of its
predecessor under the Senior Notes and the Indenture and immediately before and
thereafter no Default exists and certain other conditions are satisfied, the
predecessor corporation will be released from those obligations.

13.      DEFAULTS AND REMEDIES.

         Events of Default are set forth in the Indenture. If an Event of
Default (other than an Event of Default pursuant to Section 6.1(7) or (8) of the
Indenture) occurs and is continuing, the Trustee by notice to the Company, or
the Holders of not less than 51% in aggregate principal 


                                      B-5
<PAGE>   101
amount of the Senior Notes then outstanding by written notice to the Company and
the Trustee, may declare to be immediately due and payable the entire principal
amount of all the Senior Notes then outstanding plus accrued but unpaid interest
to the date of acceleration and such amounts shall become immediately due and
payable. In case an Event of Default specified in Section 6.1(7) or (8) of the
Indenture occurs, such principal amount, together with premium, if any, and
interest with respect to all of the Senior Notes, shall be due and payable
immediately without any declaration or other act on the part of the Trustee or
the Holders of the Notes. The Trustee may withhold from Holders notice of any
continuing default (except a default in payment of principal, premium, if any,
or interest) if it determines that withholding notice is in their interests.

14.      TRUSTEE DEALINGS WITH THE 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, any Guarantor or their Affiliates, and may otherwise deal with the
Company, any Guarantor or their Affiliates, as if it were not Trustee.

15.      NO RECOURSE AGAINST OTHERS.

         As more fully described in the Indenture, a director, officer,
employee, partner, affiliate, beneficiary or stockholder, as such, of the
Company or any Guarantor shall not have any liability for any obligations of the
Company or any Guarantor under the Senior Notes or the Indenture or for any
claim based on, in respect or by reason of, such obligations or their creation.
The Holder of this Senior Note by accepting this Senior Note waives and releases
all such liability. The waiver and release are part of the consideration for the
issuance of this Senior Note.

16.      DEFEASANCE AND COVENANT DEFEASANCE.

         The Indenture contains provisions for defeasance of the entire
indebtedness on this Senior Note and for defeasance of certain covenants in the
Indenture upon compliance by the Company with certain conditions set forth in
the Indenture.

17.      ABBREVIATIONS.

         Customary abbreviations may be used in the name of a Holder of a Note
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 Senior Notes and has directed the Trustee to use CUSIP numbers in
notices of redemption as a convenience to Holders of the Senior Notes. No
representation is made as to the accuracy of 


                                      B-6
<PAGE>   102
such numbers either as printed on the Senior Notes or as contained in any notice
of redemption and reliance may be placed only on the other identification
numbers placed thereon.

19.      GOVERNING LAW.

         THE INDENTURE AND THE SENIOR NOTES SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS
MADE AND PERFORMED WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF
CONFLICTS OF LAW. EACH OF THE PARTIES HERETO AGREES TO SUBMIT TO THE
JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK IN ANY ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO THIS INDENTURE OR THE SENIOR NOTES.

         THE COMPANY WILL FURNISH TO ANY HOLDER OF A SENIOR NOTE UPON WRITTEN
REQUEST AND WITHOUT CHARGE A COPY OF THE INDENTURE. REQUESTS MAY BE MADE TO:
RAINTREE HEALTHCARE CORPORATION, 15300 NORTH 90TH STREET, SCOTTSDALE, AZ 85260;
ATTENTION: TREASURER.

20.      AUTHENTICATION.

         This Senior Note shall not be valid until the Trustee manually signs
the Certificate of Authentication on the other side of this Senior Note.



                                      B-7
<PAGE>   103
                                   ASSIGNMENT

         I or we assign and transfer this Senior Note to:

         (Insert assignee's social security or tax I.D.  number)

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

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

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

         (Print or type name, address and zip code of assignee) and irrevocably
appoint:

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

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

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

         Date:                                                           
              --------------------------------------------------
         Your Signature:                                               
                        -----------------------------------------        
    (Sign exactly as your name appears on the other side of this Note)

         Signature Guarantee:                                                   
                              ----------------------------------

                                      B-8
<PAGE>   104
                       OPTION OF HOLDER TO ELECT PURCHASE

         If you want to elect to have all or any part of this Senior Note
purchased by the Company pursuant to Section 4.8 of the Indenture, check the
appropriate box:

                  [__]     Section 4.8

         If you want to have only part of the Senior Note purchased by the
Company pursuant to Section 4.8 of the Indenture, state the amount you elect to
have purchased:

         $                         
          ------------------- 
         (multiple of $100)

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

         ------------------------------------------------------
         Signature Guaranteed


                                      B-9
<PAGE>   105
                                    EXHIBIT C

                         FORM OF LEGEND FOR GLOBAL NOTES

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

         THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A
NOMINEE OF A DEPOSITORY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN
THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE
LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE
(OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF
THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER
NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES
DESCRIBED IN THE INDENTURE.

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


                                      C-1